> Bechdel's Law
>  by Aurora
> --------------------------------------------------------------------------

> Twilight: Tryst
> --------------------------------------------------------------------------


Commissioned artwork by Kloudmutt
Before you scroll down, please note: images are slightly NSFW.



"Sooooo.  Anyway..." 

Not a great way to get a story started.

Twilight had only gotten a few sentences in and already she sounded embarrassed, her voice so hushed that it was barely audible over the steady patter of the rain against the windows.  The librarian cleared her throat and stubbornly continued her tale, despite her discomfort.

"That's when I first saw it.  His... thing."

"Not to sound shallow Twilight," Rarity said with a twinkle in her eye, "but inquiring equines wish to know..." Wrapped in her fashionable nightgown, she looked quite ready for her beauty sleep, completely au naturel without her make-up and with her mane worn down after much meticulous brushing.  She gave the indigo locks a coquettish flip before she finished her question.  "Was he, you know..?

"Was he what now?" Twilight apparently didn't know.  

"Was he well-endowed?" Rarity clarified in a whisper, slightly abashed at having to spell it out.  

It took Twilight a beat or two to comprehend what the other mare was getting at.
"Oh! Um, yes.  Yes, he was pretty big and--"

"Roughly how big we talkin'?" Applejack asked promptly.  Her green eyes regarded Twilight curiously in the dim, flickering light of the jar of fireflies the three of them were huddled around.  She, too, looked ready for bed.  In her case, this merely meant that she wasn't wearing her hat and had freed her blond tresses.

"Well--" Twilight said, drawing the word out to stall for time, "it was something like..." She lifted her forelegs and held the ends a ways apart, feeling ridiculous almost immediately.  Noting Rarity's disappointed expression, she quickly parted her hooves a bit more, until her fellow unicorn was grinning widely and she looked an awful lot like a fisherpony telling tall tales about the one that got away.  When Applejack's eyebrow shot up skeptically, though, Twilight hastily readjusted her guesstimate to more realistic proportions.

"Like that?" she said, looking hopefully from one mare to the other.

Applejack and Rarity exchanged meaningful glances.

The exact dimensions of the alleged coltfriend's equipment hadn't really interested Applejack, but she seriously wondered whether Twilight was simply making the whole thing up to avoid losing face.  For the moment, she decided to give the nervous mare the benefit of doubt.  "Mighty respectable," she said pleasantly, "but it don't matter none if he don't know how to use it."

"Quite so, Applejack," Rarity agreed sweetly.  "So please, do carry on, Twilight! How did your gorgeous hunk of a pegasus fare in the usage department?"

"Well, he, um..." Twilight continued awkwardly, "He got on top of me, and then... then we made love?"

"Beg pardon, Twi," Applejack said brusquely, "but y'all're being awful vague 'bout the whole thing.  We're all big fillies here, don't have to beat 'round the bush."

"You want more detail?" Twilight said hesitantly.

"Lurid detail," Rarity affirmed mercilessly.

"Okay, right," Twilight gulped, blushing heavily and looking more doubtful by the minute.  "Well, so he put his p-penis into my vagina, and starting moving it in and out--"

"Oh no no no no," Rarity stopped her.  "This isn't a biology lecture, Twilight! I want romance, I want emotion, I want... passion!" She gestured dramatically with her hooves while she spoke.

"And don't you be gettin' all prim and proper on us, either," Applejack said resolutely.  "Y'all can use plainer words, our ears won't fall off or nothing."

"There is no need to be vulgar about it, however," Rarity said hastily.  She gave Applejack a disapproving glare.

Applejack, for her part, just rolled her eyes; she didn't want to rekindle the hostilities from earlier that night.

"Okaaaay..." their hounded hostess stammered, frowning while she tried to rephrase the story in a way that would please her demanding audience.  After a while, though, Twilight slumped and shook her head.  This story was... problematic.  Way harder than telling, say, a scary ghost story.  "Oh, it's no use! I can't do this, girls.  It feels kinda... weird."

"Hold up, Twi.  We ain't lettin' you give up yet!" Applejack encouraged her.  "Why don'tcha start at the beginning 'stead of jumpin' straight to the saucy bits? We got all night." As if to emphasize her point, the lightning rod Twilight had installed atop the library was struck, reminding the three prurient ponies of the thunderstorm raging outside.  "Least I reckon we won't be gettin' much sleepin' done with all this goll-darned racket..."

Twilight nodded.  Maybe she was getting ahead of herself.  She usually never talked about her love life, after all; this was unfamiliar territory.  But she was determined to keep this slumber party by the book.  Declaring it an official success had turned out to be woefully premature: just as they were getting ready for bed, Twilight had rechecked the table of contents in her handy-dandy guide and discovered an entire chapter she'd missed.  She must've accidentally skipped it during the minor distraction of a large tree crashing into her house.  According to this entry, talking about colts and mating was a crucial part of the quintessential slumber party experience.

"Well, it started like this," Twilight began anew, "In my first year at Celestia's School for Gifted Unicorns, one of my teachers set up a pen pal program to get us into contact with ponies at other schools, allowing us to hone our writing skills and forge inter-school bonds.  I ended up getting paired with a slightly older pegasus colt attending Cloudsdale's Flight School.  At first, me and my pen pal both just sort of went through the motions.  Lots of letters about our respective cities, schools, hobbies and such.  We treated it as just another school assignment, basically."

"But it inevitably blossomed into something more, did it not?" Rarity said, adopting a how-very-romantic tone of voice and fluttering her eye-lashes.

"Quit rushin' her, Rarity," Applejack said, already growing irritated with the overacting unicorn again.

"I am merely providing feedback," Rarity replied haughtily.  "But fine, have it your way.  I shall no longer pose entirely relevant questions." The indignant pony turned to Twilight, her snooty expression softening into an encouraging smile.  "Sorry, my dear.  Please continue."

"Um, thank you," Twilight said.  "You are right, though.  He was just so incredibly nice.  Not extremely eloquent, himself, but funny, understanding and always interested everything I'd care to write about.  Because of that, I quickly found myself writing more personal letters to him."

Feeling vindicated by this admission, Rarity smiled smugly, although she refrained from commenting.

"Personal how, exactly?" Applejack asked.

"A-hem," Rarity coughed conspicuously, drawing attention to the fact that it was Applejack who was interrupting this time.

"Bless you!" Applejack said with infuriating politeness. She grinned at Rarity, seeming to derive a great deal of amusement out of the look of absolute loathing the mute unicorn was directing her way.

Twilight thought it prudent to just ignore the constant verbal jabs between the two other mares.  "Well, I was having a bit of trouble fitting in at school, to be honest.  A lot of the other unicorns resented the fact that Celestia had hoof-picked me as her personal protege.  They seemed to think that I didn't deserve it, or that I thought I was better than the rest."

"Sounds like they were just jealous," Rarity said, forgetting her vow of silence and shaking her head in disgust.  She could understand others being a little envious of such a privileged position, but ostracizing a pony for excelling was just cruel.  The white unicorn didn't see how anypony who got to know Twilight Sparkle, however superficially, could ever accuse the dedicated pony of having a misplaced sense of self-entitlement.

"That's exactly what he told me," Twilight replied with a smile.  "He could relate: he loved flying, but he wasn't very good at subjects like Meteorology or Theory of Flight.  I frequently helped him write reports, correcting his spelling errors and such.  A lot of the other pegasi teased him for being a bit... slow.  And they mocked him for wanting to join the Wonderbolts with his poor grades.  He let it get to him sometimes... Needless to say, we spent a lot parchment gleefully abusing our tormentors.  It was a great outlet.  I don't know how I would have made it through that first year without him."

"Wasn't just Fluttershy and Rainbow had trouble with bullies up there, I guess," Applejack grumbled.  Her scowl had deepened the more she listened.  She never imagined Twilight being miserable during her school years in Canterlot, but really should've known better - of course a foal prodigy was going to have trouble fitting in with her peers! Twilight's shocking lack of social experience... the powerful unicorn's deeply ingrained desire not to be considered a 'show-off'... It was all beginning to fall into place.

"It is fortunate that you were so supportive towards each other," Rarity said.  "I imagine that forged a strong bond between two of you?"

"Yeah, it did," Twilight confirmed with a fond nod.  "We exchanged letters less frequently as we got older, but over the course of our lengthy correspondence I told him things I would've never considered sharing with anypony else.  My hopes, my dreams and, eventually, my fantasies.  All to a pony I'd never even met face-to-face! But I guess, in a way, that actually made it easier to open up to him..."

"Figuratively speakin', I reckon?" Applejack teased.  She elbowed Twilight playfully in the side.

"Applejack!" Rarity gasped.  She did a good job of pretending to be scandalized.

Twilight snickered.  "Wow, trotted right into that one," she said with a genuine laugh, a lot more relaxed now.  "Also, ow," she added with a wince, gingerly rubbing her side.

Before Applejack could even finish saying sorry, a mysterious pillow, surrounded by a purplish glow, forcefully flumped against her face at roughly the speed of sweet, sweet vengeance. "Had that one comin'," the stoic mare deadpanned, her voice muffled.

Inevitably, a second, slightly less intense pillow fight erupted.  In all the kerfuffle, the trio failed to pick up on the soft creak of the library's back door being opened.  Nor did they hear the cautious footsteps of an uninvited interloper.  The constant drumming of the rain on the arboreal library's canopy drowned out such stealthy noises.

After blowing a stray feather from her nose, Rarity, badly out of breath but relatively unscathed, decided to get things back on track.  "Well, Twilight.  It sounds like you were content merely to write to one and other." She gracefully dodged a final parting shot from Applejack, aimed directly at her head.  "How, then, did you end up meeting him - if you will excuse the expression - in the flesh?" She was still obviously fishing for something titillating.

"Well," a struggling Twilight began, while trying to dislodge the pillowy shish kebab weighing down her horn, "after we'd both graduated and I was studying directly under the Princess, he happened upon a picture of me," she said, after disintegrating the defenseless pillows, "and wrote to tell me that he thought I was... pretty."

"Well, y'all are pretty easy on the eyes," Applejack said.  She seemed to have spoken her thoughts aloud by mistake, and coughed softly when Rarity gave her a funny look.  "Keep talkin'," she muttered, gesturing at Twilight.

Twilight hardly even noticed the interruption.  "It was a newspaper article about the Summer Sun Celebration.  And it featured a shot of me standing beside the Princess.  Taken from behind.  Apparently, he rather approved of my, um... flank?" Twilight blushed.  She still seemed to prefer using euphemisms, lest her original embarrassment should make an unwelcome comeback.

Applejack snorted.  "Y'all also get the feeling every fella out there's sneakily staring at your butt?"

"Without question!" Rarity chimed in indignantly.  "I honestly do not care to recall how often I have had to remind some boorish colt that they would have more luck addressing my front end..."

"Hm.  That would be rather annoying, I suppose," Twilight said politely, though her expression suggested she couldn't really relate.  "But I don't know... I thought it was kind of sweet.  I was always the dork, the egghead, the teachers' pet.  But he... he actually liked me physically.  It made me feel... I don't know..."

"Like the sexah mare y'are?" Applejack suggested.

"Feminine and desirable, as you should?" Rarity said at the same time.

The two of them looked at each other, blinked, then shared nervous, worried smiles.  It was kind of uncanny, the way they'd been in such complete agreement.

"Yeah, like that," Twilight said happily, pleased by the fact that her friends were getting along so well.

"Pray tell, Twilight dear," Rarity demanded, "Did your admirer send you a photo of himself in return? It would only seem fair."

"I pretty much demanded one," Twilight said sternly.  "Also told him it had better show some flank." She winked.

"Oooh," Rarity cooed happily, at long last getting to see another, more flirtatious side of Twilight Sparkle - albeit one that only seemed to surface in writing.  "And did he oblige?" she said eagerly, leaning forward a little.

Twilight glanced up at the highest shelf in the library, tucked away at the very top of the room that had been carved out of the interior of the enormous tree.  Her horn lit up, the glow of her magic casting ghostly shadows on the surrounding bookcases as a small object was brought down from its long hiding place.  The yellowed manilla envelope eventually hovered tantalizingly close to the curious mares.  "There we go..."

"This I gotta see," Applejack said, snatching the envelope from the air with her mouth.  Carefully opening it, she eagerly studied the stallion depicted in the photograph that slid out.  Rarity crowded behind Applejack, barely able to contain her curiosity.

"Now wait just an apple-pickin' minute, ain't that--?" Applejack said slowly, rotating the picture slightly and squinting.  

"There is no mistaking it!" Rarity gasped, magically snatching the photo away to get a better look at the familiar pale-blue pegasus.  "That is without a doubt Soarin', the Wonderbolt.  Although he isn't wearing his uniform... Twilight, why didn't you tell us that you dated a celebrity?" She gasped, her mind reeling at the implications.  "What would Rainbow Dash think?"

"Please don't tell her," Twilight pleaded, "I'd never hear the end of it.  Anyway, he didn't actually join the Wonderbolts until a while after this picture was taken, so he was still just... Soarin'." A nostalgic smile appeared on her violet muzzle when she looked at the picture, but it faded quickly, and with a nod of her horn she replaced it in the envelope.  "After I received this, a month of silence followed.  I thought he was simply being shy, but then he suddenly wrote to me about this anonymous mare he'd met.  He'd fallen head over hooves for her, he said, but didn't have a clue on how to tell her.  He begged me for advice..."

"Aww.  Adorable, but painfully obvious," Rarity said with a knowing smirk.

"Yeah," Twilight said miserably.  "But I automatically assumed he'd fallen for some cute, available pegasus filly, and I couldn't believe he had the gall to ask me for tips on how to woo her.  It was so stupid..."

"What was, Twilight?", Rarity said sympathetically.  "The fact that you did not see through such a transparent ploy? Or that he resorted to such a clumsy, roundabout way of letting you know he liked you?"

"Both," Twilight sighed.  "It seems so obvious in retrospect.  But I guess I was young and a bit of an idiot back then..."

"Who ain't?" Applejack said, putting a hoof on the other mare's shoulder.  "Anypony says different is full of--"

"Quite," Rarity said sharply.  "You merely lacked sufficient experience with the ever-endearing stupidity of stallions, my dear."

"I guess so." Twilight flashed a fond smile at her supportive friends.  She was still sometimes plagued with nagging doubts, wondering if things would've played out differently if she'd been a bit less dense, even though she knew it was pointless to agonize over it so long after the fact.

"Horn up, pony-girl," Applejack told the unicorn, patting her on the back.  "What're ya getting all misty-eyed for, anyhow? Didn't you and him hook up later on? Least that's what you started out tellin' us..."

"We did," Twilight said after taking a deep breath, attempting to banish the endless parade of what-ifs from her brain.  "Although that was almost a year after that fateful letter.  We'd sort of had a falling out.  He wrote me a few more letters but I-- Well, I sorta threw them out without reading them.  He just stopped trying after a while."

"Would've done the same thing, it'd been me," Applejack said earnestly, making a face.  "But I reckon y'all put two and two together eventually, clever pony like you?"

"Not so sure about the clever part," Twilight said, shaking her head, "but yes, I did eventually realize my moronic mistake.  I felt awful.  I wanted to go apologize to him.  There was a bit of a practical issue, though: how on Equestria was I going to get way up to Cloudsdale to do it?"

"It sounds like you were quite eager to meet him," Rarity observed, "It is not normally your wont to rush into things like that.  You could just have written him another letter, correct?"

Twilight took a deep breath, not looking at either mare as she confessed.  "I was lonely... I'd been planning to meet with Soarin' even before it all seemed to fall apart.  It was rather... frustrating."

Loath as she was to admit it, even to herself, Twilight saw no use in denying the obvious.  In the past, as an isolated filly, she had told herself that she didn't need anypony else so often that she had actually begun to believe it.  It had been a defense mechanism - one that made her friendless existence more bearable.  Her brother had been there for her, of course, but she seldom got to spend time with him as time went by; he had his own duties to attend to.  And there were things she simply could not share with a male sibling.  Things she had yearned for more and more with every romance novel she devoured, and every giggling pair of lovers she spied crossing horns in the shadowy corners of Canterlot's courtyards and gardens.  Her exchanges with Soarin' had rekindled some hope in the young mare's heart.  Hope, and desire.

"I see," Rarity said softly, "You needed him... physically?"

"Mares do got needs," Applejack declared matter-of-factly.  

"So I pored over my books, trying to figure out a way to fly in my spare time," Twilight briskly continued, her cheeks glowing.  "Then one morning, who should drop by my quarters but Princess Celestia herself! Completely out of nowhere, she wanted me to go study cumulus-architecture up in Cloudsdale, declaring it an essential part of my education.  When I explained to her that I'd love to go but hadn't yet mastered the spells needed to fly or even just set foot on that city's surface, she just smiled in that enigmatic way of hers and told me to follow her..."

Applejack scratched the back of her head through her thick, straw-colored mane.  "That don't sound like a coincidence to me.  How'd she know 'bout you two, though?"

"I wish I knew!" Twilight sighed.  "She does that to me a lot.  But she was always pushing me to get out more and interact with other ponies, so--"

"Don't keep us in suspense, though, dear!" Rarity said, sitting up up a little more.  "What did she wish to show you?"

"A hot air balloon," Twilight recalled, grinning widely.  "Actually, my hot air balloon.  "She said that she had it made especially for me.  It was the biggest gift she'd ever given me.  Well, apart from her tutelage, of course.  I... really didn't know what to say."

"Huh.  Don't that beat all," Applejack said, raising her brows.  "I'd always wondered how you ended up with it, fancy contraption like that."

"Now you know.  So with that out of the way, I wrote Soarin' a short note saying I was coming to visit Cloudsdale for educational purposes, and asked him to meet me - providing he could find it in his heart to forgive me."

"And thus," Rarity asked formally, "we return, at long last, to where we originally left off? The romantic tryst with your pegasus beau?"

"Yes, about that," Twilight said slowly, recalling the awkwardness of before, "I was thinking: instead of telling you, maybe I can show you? I have this spell I could try.  It would make it... easier."

"Long as it don't involve us turnin' into newts," Applejack said.  "Again..." she added in a low voice.

"You got better!" Twilight said defensively.  "There's no transmutation involved, honest.  Here, let me demonstrate..."

Applejack's further protests were silenced when a swirling vortex of purple energy emanated from Twilight's horn.  Their surroundings morphed in a disconcerting fashion; bookshelves turned into clouds, the table inflated into a huge balloon and, most disturbingly, the floor beneath them dissolved into perfectly azure sky.

"Twilight, dear... are you certain this is entirely safe?" Rarity asked in a trembling voice.  She hugged herself, but was still shaking from the chilly high-altitude winds that suddenly whipped past her and blew her long mane into disarray.

"Don't worry," Twilight told her, "We're not really here, you know.  It's just a memory brought to life." Noting Rarity's chattering teeth, however, she hastily adjusted a few variables.  "Heh... I guess that was a little too much verisimilitude?" she said sheepishly.

"Bit nippy, yeah," Applejack said numbly.  She seemed much more preoccupied with the blue abyss of empty sky that had just appeared beneath her hooves.  Gravity might have overlooked her for the moment, but she generally subscribed to the idea that earth ponies ought to live up to their epithet and keep their hooves firmly planted on terra firma.

"Well, there I go," Twilight pointed out, distracting her friends from their plight.  And, indeed, in the basket of the balloon which, bewilderingly, had been a wooden table a few minutes ago sat another Twilight, looking apprehensively into the distance.  Following her gaze, the three spectral spectators saw that the floating mare was very close to Cloudsdale already, and that a solitary winged stallion stood at the edge of the balloon dock, waiting for her there.  The younger of the two Twilights quickly stowed away a thick tome she had brought along.

"Hey..." Soarin' said, standing on the edge of the cloud-plateau.  He was visibly dissatisfied with that uncool greeting, but seemed too nervous to amend it.

"Hi..." Twilight's memory replied in kind, peering over the edge of the basket in a manner more reminiscent of Fluttershy.

"You, um... you want I should help you climb out?"

"Can't.  I'd fall through the clouds?"

"Oh! Oh, right.  Heh.  Stupid of me." The pegasus fell silent.  

It seemed they had already reached an impasse.

The real Twilight ran a hoof over her face.  She had set the three of them down next to the landing site, and appeared to be futilely willing her past self to stop being so lame.  "Ugh.  Awkwaaard.  I wasn't sure what to feel, in this moment.  I was so excited to see him for the first time, but I assumed he had to be upset with me."

The two ponies stared at each other shyly, neither seeming to know what to say.  They felt strangely trapped, the words that flowed so easily on paper suddenly drying up, stuck on the tips of their tongues; the other equine almost like a stranger again.

Rarity took this opportunity to saunter a little closer to the male featured in the scene, glad to have solid ground beneath her incorporeal hooves.  Well, solid cloud anyway.  "You are certain they cannot see us?" she asked, making absolutely sure.  When Twilight assured her that was impossible, Rarity circled the tall pegasus stallion, unabashedly sizing him up from all sides.  "He looks bigger in person," she said in an awed whisper, watching the male's dark mane flowing in the high-altitude breeze, his sturdy wings held proudly aloft.  "And very much in shape."

"He'd spent most of the past year training for his try-outs for the Wonderbolts," Twilight explained.

It was obvious from her dreamy expression that Twilight's past self had also taken notice.  After a few more moments, both ponies began talking simultaneously:

"I'm so sorry I stopped answering your letters.  I thought you'd found somepony else and--"
"Twilight, I was such an idiot! I didn't know how to tell you I liked you and--"

Silence fell.  Followed by another burst of frantic talking:

"You're sorry?! But I'm the one who--"
"You don't need to apologize for anything, it was entirely--"

Stares.  Then relieved laughter.

"Um... would you like to come aboard, Mr. Soarin'?" Twilight said with a disarming smile.

"It would be my pleasure, Miss Sparkle," Soarin' the gentlecolt replied, with a comical tip of his nonexistent hat.

"Well, ice broken, looks like." Applejack phewed, sharing in the two ponies' relief.  "Though you two're being awful formal..."

Twilight chuckled softly.  "Addressing each other like was a silly little joke we shared.  We were very polite in our first letters, because our teachers were reading them, too.  The habit sort of stuck.  We talked for hours after this.  Well, I did, anyway.  Mostly philosophy and literature.  He was a really good listener.  But I think I won't subject you to all of that..."

"Why ever not?" Rarity remarked, not at all sarcastic, "It sounds positively fascinating..."

Twilight stuck out her tongue, then closed her eyes.  The world around the mares rippled a little, and things began moving very fast, passing by in a blur.  When the scene returned to normal they once again found themselves suspended in mid-air, though that just seemed routine, now.  Past Twilight and her date were both sitting in the basket of the ornate balloon, which lazily glided along in the gentle breeze.  The sun was past its prime already, the temperatures at this altitude quickly dropping.

"Beautiful..."

"Hmm? What was that?" Twilight said, tearing her eyes away from the awe-inspiring sight of Canterlot in the hazy distance, the surrounding mountains drifting by in a spectacular display of parallax.  She had just finished an extended monologue about the castle's history.

"Beautiful, erm... view," Soarin' said quickly, rubbing the back of his neck with a hoof.  After years of getting to know her through words alone, the fact that Twilight's sexy brain came in such a cute, shapely package was obviously something he was still trying to wrap his head around.  He was sitting on his haunches behind the unicorn, whose forehooves hung over the edge of the basket while she enjoyed the sights of the sprawling landscape down below.  He tried very hard not to stare, but it was instinctual.  His eyes kept drifting... downward.

It didn't take Twilight long to surmise what 'view' the sheepish stallion was referring to.  She flushed, but managed a grin.  "I guess..." she mumbled modestly, before climbing back inside. Then she seemed to be debating with herself, nervously shifting her weight from one hoof to the other.  "I was probably boring you to death, huh?"

"You're never boring, Twilight," Soarin' said earnestly.  "Okay, so, I'm too stupid to understand half the stuff you just told me, but I guess I just like the sound of your voice?"

Twilight appreciated the compliment, but not the self-deprecating humor.  She shook her head, wearing an I'm-not-smiling smile, and walked over to him.  "I thought we'd gone over this," she said sternly, "You.  Are.  Not.  Stupid." She emphasized each word with a prod of her hoof-tip into the male's chest.  Without another word, she sat with Soarin', snuggling up against him whilst muttering something that sounded like "cold" to justify her actions.

Soarin' sat staring at the far horizon for several long minutes, not daring to move a muscle or believe his luck.  He treated the mare as a beautiful butterfly that had alighted on him purely by chance; he seemed afraid that the slightest movement would cause her to flitter away forever.  Slowly, carefully, he wrapped his foreleg around her and pulled her a little closer, into something resembling a hug.  His wings relaxed and shifted forward, shielding Twilight from the breeze.

Resting her head against Soarin's chest, Twilight closed her eyes as he cuddled with her, sighing in blissful contentment.  She felt him surreptitiously sniff and nuzzle at her mane, his nose tracing the pink streak that ran down her bangs.  Twilight giggled when a powerful exhale from his nostrils blew through the sapphire locks, and lifted her head to rub along the underside of the silly colt's chin, ever mindful not to jab him with her horn.

"Your mane tickles, ma'am," he mock-complained.

"Then don't stick your nose in there, mister," she teased back.

The young couple nuzzled for a while, their snouts and cheeks playfully and affectionately brushing past each other.  They were testing the waters, getting used to each others warmth and smell, but also waiting for one of them to grow bold enough to take the initiative.  Soarin' could eventually resist the temptation no longer.  He planted fluttery little kisses on the side of Twilight's neck, making her squirm, then licked her, his broad, rough tongue teasing along the crest of her neck and up across her cheek, against the grain of her smooth coat.  The unexpected touch of that tongue proved electrifying, eliciting a moan and--

Rarity sat bolt upright, her tail looking frazzled.  "W-why..?" she cried, pressing a hoof to the side of her head, and then studying it as though looking for traces of wetness, "Twilight! Why is my cheek tingling?"

"Ah, s-sorry," a visibly shaken Twilight replied, beads of sweat running down her forehead as she tried to reign in the rampant recollection, "You're experiencing this memory with me, but I didn't think it'd be this... intense.  It's--it's some sort of feedback loop.  These vivid sensations are just pouring out and I can't--I can't..."

Her eyes half-lidded in delight, Twilight reciprocated, nibbling and lapping gently up along Soarin's proud neck, giving them both goosebumps.  After simply admiring them for a while,she then shifted her attentions to the pegasus's feathery wings, finding them quite sensitive to even the slightest touch of her nose.  Soarin' quickly got revenge on her, however: after teasing her helplessly flicking ears for a while, quite by accident, his stumpy snout found her horn.  The unicorn whimpered cutely and quickly shied away when he presented the exotic protrusion with a few experimental licks.

So many erogenous zones, so little time... Neither pony had the patience to fully explore or exploit them.  It wasn't long before their meandering muzzles found each other, their noses pressing together in a kiss.

The slightly older Twilight closed her eyes, the warm, lingering sensation of that first kiss vividly recalled upon her lips.  She savored the half-forgotten thrill, reaching up and pressing a forehoof to her muzzle as though trying to hold on to the intangible a little longer.

"Probably should've stuck with makeovers and s'mores, huh?" Applejack noted cheerfully.

"S-sorry," Twilight said again, blushing furiously.  "Do you want me to break the spell?"

"Hay no."

Twilight hummed happily, tilting her head sideways a little to get those silly noses out of the way, kissing deeply before exhaling in a lengthy and longing sigh.  Her coltfriend paused, too, sharing breath with her before gingerly tracing his tongue along her parted lips, teasing the inside of her muzzle slightly.  Soarin's boldness was rewarded with a gratifying little shiver-moan.  The novelty and growing intimacy of their kiss was immensely thrilling to the inexperienced ponies, their arousal quickly escalating beyond their conscious control.  Twilight's tongue licked back at the Soarin's, demurely at first, but then with more enthusiasm - the pink muscles swirling, entwining, dancing until they both grew desperate for air.

Panting, the two ponies stared at each other in shocked silence, but with smoldering eyes, a thin strand of commingled mare- and stallion-saliva linking their moist lips.




"T-that's when I first saw it..." Twilight reiterated in a whisper.  Four pairs of mare-eyes quickly found and were transfixed by the noticeable erection growing between Soarin's hind legs, beautiful black and mottled pink spilling heavily out of the protective sheath.

"Oh my," Rarity gulped, staring.  She shared in the mixture of slight intimidation and horny, giggly glee Twilight must have experienced when she first stole a furtive glance at that exemplary specimen of stallionhood.  Somehow, the offhoof estimates from before hadn't quite done it justice.  "Really looks bigger in person..."

Applejack smiled when she felt an inexplicable surge of second-hoof pride welling up inside her, the kind a bookish wallflower might experience upon finding that she had it in her to drive a gorgeous stallion wild.  She looked from one Twilight to the other and realized what a positive experience this little get-together must have been for the sheltered, serious mare.

Even though he was only aware of an audience of one, the poor colt was still mortified by the way his body betrayed him, and shifted his legs and haunches awkwardly to try and hide his obvious arousal.  But his fillyfriend wasn't put off by the inevitable side-effect of their foreplay nearly as much as he feared.  Sure, she was giggling, which clearly made him feel even more self-conscious, but Twilight wouldn't let him turn away, holding his snout in her hooves and pressing a cute little smoochie to his nose.  

She looked into his eyes, growing serious.  "I... um, I've never..."

"M-me neither," Soarin' replied, guessing at her meaning.

"Do you want to..?"

He swallowed hard.  "Yes!" He seemed to realize how forceful and urgent that had sounded, and scrambled to come up with a less desperate-sounding way to phrase his answer.  "Yes.  I would like to do... that.  With you.  Please?" Not quite what he had in mind.

Twilight just smiled at him.  It was a genuine, delightfully quirky, disarming kind of smile.  The kind that would make anypony's heart melt.  "Thank you," she whispered.  Her eyes again drifted off towards the male pony's poorly obscured arousal, her gaze lingering this time, rather than darting over for brief, embarrassed peeks.

"It's twitching," she observed astutely.  Curious, the mare slid smoothly down so that her face was level with the object of her fascination.  Very carefully, she gave the shaft a little nudge with her snout, giggling a little as she watched it wobble.  Soarin' could only watch breathlessly as the inquisitive female toyed with him.  While she was simply nuzzling his most private area, gently exploring, he could still keep his eyes focused, drinking in the immensely erotic sight of the cute, geeky mare lovingly running her soft, fuzzy cheek along his raging hard-on.  He could even cope with the sweet, adorable way her violet eyes kept studying him, gauging his reactions to her affections and watching for any sign of discomfort.  But his head lolled limply back when she got a little more experimental and carefully nosed at his sensitive balls; his wings splaying out and twitching each time she lavished playful licks on those delicate orbs.

"It appears that you had at least some idea of what you are doing," Rarity commented, trying to maintain her composure despite the overtly sexual scene unfolding in front of her, and the inexplicable sensations she kept being randomly bombarded with.

"Well, I had this really helpful book on equine biology..." Twilight admitted, "Princess Celestia'd given it to me the week before, to help me get a better grasp on medical magic.  During the flight over I took the opportunity to bone up on some basic stallion, erm, anatomy.  Just... due diligence, you know?"

"Heh.  'Bone.' Good one," Applejack snickered.

"How puerile," Rarity tsk-tsked, her credibility ruined when she failed to keep a straight face.

Trying to put theory into practice and become intimately familiar with her first male partner's body, Twilight worked her way up from her guinea-stallion's testes, licking and kissing dutifully, tracing the pulsing veins with the very tip of her tongue, until every last inch of his erection was glistening, slick with the warm wetness of her tireless mouth.  Her hard labor did not go unrewarded: a bead of pre-come grew on his very tip, and came trickling down at the slightest provocation.

Twilight lifted her head and blinked, pausing to look cross-eyed at her nose, where a dollop of clear, viscous fluid resided.

Staff edit: NSFW image removed.
"Now, darling," Rarity gasped, "tell me you are not going to...?" .

The undeterred unicorn mare erased the sticky ejaculate with a swipe of her tongue, curiously sampling the taste of the stallion's secretions.  The fact that she swallowed and smacked her lips afterward suggested the flavor wasn't very offensive - quite the contrary, in fact.

"Umm..." Rarity moaned when the ghost of a salty-sweet, stalliony flavor tickled her taste buds, a warmth that filled her muzzle and quickly made her snow-white features flush.  The pale unicorn frantically shook her head, trying to feel less woozy and... unbearably horny.  "S-so disgusting..." she lied, shivering at her own, supremely unladylike, behavior.

Applejack had an altogether different experience.  "Twi... why in tarnation am I suddenly gettin' the urge to... research Bulbourethral glands and the effect of fructose intake on the taste of preseminal fluid?" The simple farmfilly blinked, as surprised as everypony else to hear that particular sentence just roll off her tongue.

"Just... Just watch the darn memory, okay?" Twilight stammered, going through a fleeting what-the-hay-are-we-doing moment herself.  Whose bright idea had it been to pull other ponies into her private memories again?

Unaware of the follies of her future self, the Twilight sharing a cramped gondola with a future Wonderbolt realized that the pegasus in question was staring at her with love-struck eyes.  Tilting her head quizzically, it took her a while to figure out that it was her visible enjoyment of his pre-cum that had enraptured him so.

It was her turn to redden and avert her eyes, unable to bear that adoring gaze.  "W-what?" she murmured, bashfully rubbing at her nose with a hoof.  "Did I miss any?"

"No.  No, I think you got it all..." the wide-eyed colt said softly.  "That was... that was quite possible the sexiest thing I've ever seen..."

Flattered and embarrassed in equal measure, Twilight let a coy little smile slip onto her muzzle.  "I might have something better..." she hinted seductively.

Seeing the effect she was having on the male, Twilight was clearly getting bolder and more adventurous.  Although she was still filled with doubts - should she have brought additional lubrication? Did she correctly perform the contraceptive spell she'd found tucked away in those official documents Princess Celestia had made her alphabetize? -  the flustered filly had made up her mind.

Getting up without warning, Twilight unsteadily sashayed away from her pegasus pen pal, moving her hips and swaying her tail in a way that had Soarin' perk up in more ways than one.  She nearly tripped, what with all four of her legs feeling like jelly, but thankfully the clumsy mare made it to the side of the gondola with her dignity intact.  Leaning over the edge a little, as she had done before, she turned to look over her shoulder, her violet eyes sparkling and inviting, untarnished by doubt, even though entire swarms of butterflies fluttered around in her stomach.

She was the most powerful unicorn in Equestria, but right now she felt ever-so-vulnerable... Still she lifted her tail for him, moving it aside to expose herself in a delightfully indecent, impossible-to-misinterpret way.

"Mr.  Soarin'..? Please mate with me..." she whispered superfluously.

Soarin' stared, his muzzle agape.

New. Sexiest. Thing. Ever.

"It--it would be my pleasure, Miss Sparkle..."

Applejack stared, too.  Only when an amused Rarity elbowed her side was the mysterious spell Twilight had cast with her flank broken.

The source of the memory playing out in front of the two other mares closed her eyes, reliving the breathless anticipation and the confusing, contradictory feelings of pride and shame.  The level of detail Twilight could conjure up, if she put her mind to it, was almost perverse: she could feel a ticklish trickle of her own excitement running down the inside of her thigh, and the soothing coolness of the breeze on wet, pink, delicate skin.

Wait.  Was that part of the memory, or was she that turned on right now? It was hard to tell.

Why hadn't she tried this spell out sooner?

Soarin' needed to do little but follow his nose (and other extremities).  Gently he mounted the trembling, willing mare, planting his hooves upon either side of her to keep her from having to bear the brunt of his weight.  Clumsily he pressed forward, eager, desperate to take her.  Twilight lowered herself a little, and lifted her rear helpfully, trying to align herself correctly, find the right angle for her lover to--

Slip into her.

Twilight winced and whinnied softly, the sudden penetration having taken her off guard.  The myriad little concerns that had been racing through her mind evaporated instantly.

The projected world around the trio of voyeuristic fillies seemed to flicker and distort briefly, but they were too preoccupied with other things to notice.  Twilight had let out a yelp, but was now assuring her concerned friends that, really, it was fine, she was okay.  

"Are--are you okay?" Soarin' checked breathlessly, not moving another muscle despite the fact that every fiber in his body ached for him to start bucking.

"Y-yeah..." the trembling, plucky filly beneath him said, managing a weak smile.  His concern for her was touching and reassuring.  "Gimme a moment..."

"Well, that seemed relatively painless..." Rarity commented with a hint of both relief and surprise.  She looked askance at Twilight, who was biting her lower lip and had her eyes closed but seemed to have recovered.

"Well, you know: lonely filly, extensive collection of romance novels, telekinetic powers... hairbrush handles..." Twilight subtly pointed out.

"Ah.  Ditto," her fellow magic-user and hairbrush-owner concurred.

After a moment of silence, both ponies turned to look expectantly at Applejack, who stood there wishing she'd brought a hat to pull over her eyes.

"Carrots..." the farmfilly said eventually, silently cursing the Element she represented.

"Carrots," Rarity repeated, nonplussed.

"Carrots." Applejack wasn't exactly being forthcoming.

"Well, they do have an appropriately phallic shape and level of firmness," Twilight pointed out helpfully.

"Yes, of course, but: carrots... plural?" The mental imagery was staggering.

"Never you mind," Applejack said curtly.  It was hard to see through the warm color of her coat, but it was clear they had finally managed to make the tough mare blush, her cheeks the color of ripe, red apples.  "Looks like things are heatin' up over yonder," she pointed out, quickly changing the subject.

Twilight spread her hind legs a little more and braced herself, making sure she had a good hoofhold.  "You can move now, if you want..." she said, closing her eyes and lowering her head submissively.

Soarin' clearly wanted nothing more.  Still, he moved slowly, pressing into her with a languid, deliberate thrust which, judging from the almost-pained expression on his face, required tremendous willpower to pull off with such restraint.  His consideration was rewarded, though: by the time his haunches touched her soft rear, both ponies were trembling, perversely aware, inch after delicious inch, second after timeless second, of exactly how deep he was inside of her and how she had supplely stretched to accommodate his girth.

"So full..." Twilight sighed tremulously.  The usually erudite unicorn was reduced to spouting pornographic platitudes, but she didn't seem to care.  She loved the pressure she was feeling, adored the shiver-worthy sense of fulfillment.  It felt right.  She couldn't stop moving: her rump wiggled cutely, rubbing against his barrel; her cutie mark danced as she gyrated her narrow hips in tight, sensual little circles; her trapped, multicolored tail twitched in unison with her insides.  The slight movements kept her acutely aware of the stallion inside of her, rather than allowing the sensations to all blend together into a pleasurable but indistinguishable mush.

Looking down, Soarin' watched that violet filly-flank grind into him, and began to move with her, withdrawing until just the tip remained inside and it felt like he was about to slip out completely - slick as he was after that thorough tongue bath - only to fill her again and feel her squirm and spasm around him without fail.  The slow, sensual mating couldn't last, however: she was too tight, too hot; it felt too good, the way she took him so completely, the way her fillycum trickled down his sheath each time his haunches were pressed flush with that delectable little purple backside.  His movements grew more frantic and erratic, speeding up almost as much as his ragged breathing.

"Twi--Twilight, you--I can't--I'm..." Soarin' gasped, neighing while he tensed up, shuddered and came inside the surprised mare, her eyes widening and her pupils dilating as she felt pulses of unexpected warmth pump into her.  Panicking, the stallion pulled out quickly, but of course he could not possibly stop after the floodgates had been opened and ended up making quite a sticky mess of Twilight's hindquarters, some of the more enthusiastic spurts drawing intricate, ropey patterns of sperm on her flexing back.

"Poor fella," Applejack said, shaking her head, "Happens to the best of 'em.  'Specially the first time."  She didn't have the same empathic link to the stallion as she had with Twilight right now, but she really didn't need one to see the shame and self-loathing in the prematurely climaxing stallion's expression.

Rarity nodded slowly.  Strangely, she showed no inclination to lament the fact that the other unicorn's precious purple coat had been soiled, or to lambast the young male for jumping the gun.  "Such volume..." she said softly, "So very virile...".

"We've lost Rarity, looks like," Applejack joked, drawing a nervous chuckle from Twilight and vehement denials from the flustered fashionista in question.

"I--I'm so sorry, I--" Soarin' panted, backing away in shock, certain he had made a mess of things in more ways than one.

"Ssh," Twilight gently shushed the dismayed male pony, closing her eyes and cherishing the curious, creamy sensation of seed spilled inside of her.  Her womb gave a giddy little throb at the thought.  It seemed like a significant moment somehow; a rite of passage.  The additional spurts the trembling mare felt coating her skin and matting her fur were like a huge compliment - simply icing on the cake.  Or, more literally, like icing on her butt, really.  She giggled at the mental image, feeling a little lightheaded.  And dirty.  In the good way.

"But you didn't get a chance to..." Soarin' sputtered.

"I'll t-take care of it..." Twilight said soothingly, managing a reassuring smile, knowing that it would probably only take a little bit of rubbing to get herself off at this point.  She slid from the side of the gondola, her shaking legs immediately collapsing so that she ended up on her knees.  This was fine, though.  The needy filly needed only roll over onto her back, splaying out her hind legs to balance herself in this slightly unnatural position; her front legs tucked cutely up against her fuzzy chest.

Twilight hesitated in that compromising position.  It felt rather weird to play with herself in front somepony else.  It was... private.  Something she did in secret, hidden away beneath her covers; smothering every moan in her pillow, biting her lip when she came to keep from crying out, always afraid others might overhear.  Now, though... he was watching her.  She could feel his eyes.  Probably reveling in the sight of her in such an immodest pose - on her back, hind legs spread, baring... everything.  Dripping wet.  Leaking.

She needed this so bad right now.  It was getting hard to even think straight.

Twilight exhaled, letting her muscles relax, and tried to clear her mind; get into her happy place.  She touched herself and felt her awkwardly suspended hind legs quivering.  What a state she was in! She hadn't ever felt this sensitive, this... raw before.  Gently, she used the flat of her hoof to press into and rub her entire vulva, massaging the cum-slick filly-flesh in pleasurable, circular motions.  When the mild, teasing pressure grew frustrating, the feverish filly got down to business, focusing more and more on her most sensitive spots, knowing exactly how to pleasure herself.  

Her reddening face averted, her right cheek on the floor, her violet eyes mere slits, Twilight was still strangely ashamed to be performing this lewd act in the presence of another.  Because of that, she didn't notice Soarin' approach; failed to feel him hovering over her, intoxicated by her scent, turned on by the erotic display and mollified by her bashful behavior.

That was, until that warm nose pressed up against her slit, and a tentative lick delivered a spine-tingling jolt of pure pleasure.

"Soarin'..? Y-you don't have to..." Twilight gasped, just as the edge of her hoof-tip found the hypersensitive little nub of nerve-endings she'd been working up the courage to touch.

The steamy breath from the stallion's flaring nostrils was hot on her skin.  "But I want to..." he said urgently, silencing her feeble protests with another lick that forced the prone mare's breath out in a long, shaky sigh.  What Soarin' lacked in experience he more than made up for in enthusiasm; it wasn't long before Twilight was squirming, writhing in ecstasy on the floor, sometimes seeming to want to shy away from the intense stimulation of that eagerly lapping muzzle, only to wantonly offer her sex up to her tireless lover again and again.  Her forehoof was a blur of motion, her muzzle ajar in a permanent gasp.

"S-sor... uhn..." Twilight whinny-whimpered unintelligibly, her legs and haunches twitching, her chest inflating as she desperately held her breath.  She threw her horn back, droplets of sweat dripping from its tapered tip just before it ignited into a burst of reflexive magic that kept Soarin's snout pressed firmly against the spasming unicorn's sopping sex, whilst she came so... fucking... hard.

Struck dumb, the three visitors from the future watched the two passionate ponies in silence, unable to tear their eyes away from the frantic lovemaking and not wanting to spoil the mood with unnecessary commentary.  For Twilight, watching the scene was like a bizarre, but very erotic out-of-body experience; it was both extremely embarrassing and exciting to see herself engaged in these acts from the outside in.  For the other two mares, it was an eye-opener in an entirely different way.  They finally saw Twilight - whom both of her friends had considered chaste, naive and foal-like - as the sexual creature she was.  Perhaps not as experienced as either of them, but not entirely oblivious..

Their attention was being diverted a bit, though.  It became impossible to ignore the fact that the world of memories around them had begun to darken ominously, the resolution of the landscape fading outside of the self-absorbed little bubble that existed around the two mile-high lovers.

The rest of the world pretty much ceased to exist for them, which was reflected in Twilight's memories.

A hyperventilating, twitchy Twilight still hadn't quite recovered when Soarin' came to stand over her, but she kissed him back affectionately nevertheless.  She could taste herself on his tongue, a naughty little detail that rebooted her brain, helping her to return to the land of the living.  Lovingly, obsequiously, she cleaned his muzzle, which was matted not only with her arousal, but also smeared with his own seed; a fact that would have given many a lesser stallion pause.

"Um... can--can we do it again?" Twilight then inquired, beaming in a shockingly inappropriate, adorable manner. She felt something graze her tummy - something hot and firm and throbbing, suggesting that an encore was, indeed, an option.

Moments later, the basket suspended beneath the unpiloted balloon was swinging rhythmically again.  Twilight was reclining, all four of her limbs beneath her.  Her slender frame was rocked by the audible impacts of Soarin's powerful thrusts, her cutie mark rippling with the wet slaps of flesh again flesh.  This was not slow, sensuous mating any longer - this was plain, unbridled fucking; two ponies riding each other, pressing and rubbing their bodies together solely for the pursuit of pleasure.

"Darn, pony-girl," Applejack murmured, unable to keep her muzzle shut any longer.  "Held back much?"

Twilight shrugged.  "Eeyup."

Eventually both sweaty, worn-out ponies collapsed into a heap together, their sides heaving.  And so they stayed for a while, their breathing moving in and out of sync.  A very sated Soarin' protectively spooned with his first mare, his flaring member remaining locked inside of her while they exchanged fond little love-twitches, until he seemed to nod off, drooling slightly into her silky mane.

With monumental effort Twilight raised her head, the tendons in her neck trembling.  She really wasn't used to such strenuous activities.  The spent stallion behind her was too zonked out to notice anything, but still the cautious mare glanced over her shoulder to check.  With some effort, she mustered the magic needed to slowly, haphazardly drag over the book she had brought along.  Narrowing her eyes, her horn sparkling slightly, she managed to extract an aged piece of parchment hidden between the pages, as well as a quill.  Twilight crinkled her brow in concentration; the fine movements required taxed her waning strength and presence of mind.  In mid-air, before her weary, half-shut eyes, the feather-pen, with a flourish, marked a particularly big checkbox on the piece of paper, just as she felt a softening Soarin' slip out of her, followed by a flood of watery, diluted pegasus-cum that ran down her rear and drenched her poor tail.

"C-check..." Twilight murmured, before laying down her head and closing her eyes in post-coital bliss.



Click for the uncropped, explicit version. Very NSFW.

The bright memory faded around the three mares, leaving them blinking as their eyes had to readjust to the dim lighting in the library.  All three were predictably affected by what they had witnessed - even Rarity could not pretend to remain aloof.  Near the end there, it had become nearly effortless to share in Twilight's past feelings, thoughts and emotions; the stream of stimuli going from sporadic flashes to a near-continuous flow.

As a result, there was a lot of audible breathing, blushing, nervous fidgeting with manes and involuntary haunch-rubbing going on in the darkened Ponyville library, where the ambient temperature seemed to have risen mysteriously.

"Sooooo.  Anyway," Applejack broke the silence in a slightly unsteady voice, "Now we know y'all didn't just make him up, that colt of yours.  But what happened to him? To... you two?"

A melancholy smile replaced the nostalgic-but-embarrassed one currently gracing Twilight's muzzle.  "He's fine..." she answered vaguely.

As an avid reader of a plethora of gossipy magazines, Rarity could easily guess what had happened next.  "After he joined the Wonderbolts," she said hesitantly, "I remember there being a lot of rumors.  About him and that famous model from Fillydelphia.  And then the scandal with the two noblemares from Prance..."

Twilight hung her head.

"Think I get the picture, Rare..." Applejack said flatly.  She glanced at her sulking friend with a sympathetic expression.  "Remind me to kick him where the sun don't shine, I ever see him," the wrathful earth pony said, only partly in jest.

"Please don't do that," Twilight said, aghast, but laughing a little, too.  "I... don't actually think those stories were true.  He was too much of a kind-hearted goof to be half the Casanofoal those rags made him out to be.  It's just... well, he was accepted into the Wonderbolts and that meant his life got very hectic.  He started traveling a lot.  As for me, I was still studying magic and assisting Princess Celestia.  We managed to meet a few more times, but it was clear our relationship was never going to move past a platonic, long-distance, sporadic sort of thing.  In the end, we sort of both decided that... that wasn't what we wanted.  We said... we'd still be friends."

"Riiight," Rarity said, pouring all of her doubt and disdain for that idealistic concept into a single word.

Twilight let our a humorless laugh and then fell silent for a while, smiling in spite of the tears that were welling up in her eyes.

"He actually sent me one last letter," she recalled, "Shortly after he was off on his first tour of shows across Equestria.  He thanked me.  For helping him pass his classes, and for giving him the confidence he needed to fulfill his lifelong dream, that day." She took a deep breath, blinking away the irksome moisture clinging to her eyelashes.  "I was... am... happy for him."

"Still gonna kick 'im..." Applejack grumbled obstinately, though she honestly admired Twilight for being able to forgive the philandering pegasus.  It was exactly this naivety that made her feel so fiercely protective of the unicorn, though.  He had made her cry..

Her brooding was interrupted by Rarity, however, who posed a pertinent question:

"Perhaps we ought to postpone plotting our revenge on the colts who have wronged us until after we decide who should go next?"




"Oh, there once was a lady, and so I've been told,
Whose lover grew weary, whose lover grew cold.
"My child," he remarked, "though our episode ends,
In the manner of men, I suggest we be friends."
And the truest of friends ever after they were --
Oh, they lied in their teeth when they told me of her!"
- Dorothy Parker, "Fable"




OMAKE:

Soarin': "MY CREAMPIE! *om-nom-nom-nom*"
> Rarity: Reflections (Revised)
> --------------------------------------------------------------------------


Co-written with Steel Resolve
Commissioned artwork by tt-n, Spittfire, and 7nights
Many thanks to Starfall, SFC Ponycron and DirigibleQuixote for all the help with this one!
Before you scroll down, please note: images are slightly NSFW.



It was a dark and stormy night.

In the Ponyville library, however, the midnight oil was still burning brightly.  The atmosphere in the sparsely lit room had changed drastically; what had begun as a simple, slightly hostile slumber party had turned into something far more intimate.  Enduring both Luna’s darkness and the storm that had brought them together, Applejack, Twilight Sparkle and Rarity were still whiling away the sleepless night by exchanging stories.  Very personal stories.

Twilight had gone first, using her magic to bring to life the memory of her very first time.  With a Wonderbolt, of all ponies - who had since become the heartthrob of entire hordes of swooning fillies.

It was a tough act to follow.  The loquacious lavender unicorn's recollection had been particularly vivid and explicit.  She had set the bar pretty high and the other would-be storytellers were feeling the pressure.  They didn't want to be overshadowed as they had been when telling silly ghost-stories.

Twilight had grown quiet after recounting her secret get-togethers with Soarin', dwelling on bittersweet thoughts of yesteryear.  Rarity and Applejack more than made up for her missing voice, however.  Their familiar bickering kept awkward silence from creeping in.  The air needed a little clearing; it was still hot from the glow of countless blushes, and thick with female pheromones.

"So the question remains: who ought to go next?" Rarity asked for the second time, looking meaningfully at Applejack.

“Sounds like y'all’re raring to go first, Rare,” Applejack said with a grin.  Although she was joking, and actually wouldn't mind just getting it over with, Applejack had to admit: she was rather curious to hear what kind of sordid tale a prissy pony like Rarity would deign to share with them.

“I know you prefer not to be wasteful with words, Applejack,” Rarity said sweetly, ”but would you please do me the courtesy of using my proper name? It’s only three small syllables, surely you can manage that.”

“And if I don’t?” Applejack’s grin widened. She was actually beginning to enjoy the verbal sparring.

“Then to me, you shall henceforth be known as Jackie,” Rarity threatened with a coy little smirk.

Applejack gasped.  "Y’all wouldn’t.”

From her grim expression, it was clear that Rarity meant business.  "Just watch me.”

“Only ever been one pony could call me that,” Applejack said, her eyes narrowing, “and live to tell the tale.”

“Oh?” Twilight piped in.  She had wisely stayed out of the quarrel, but that tiny bit of foreshadowing intrigued her.  "And who would that be, A.J.?”

“Well, might as well tell ya, if Rare--" Applejack paused for effect, "--ity here ain’t gonna spill the beans."

“A lady doesn’t kiss and tell.” Rarity turned her nose up haughtily and sniffed.

“C’mon now - y’all gonna play the lady card all a-sudden?” Applejack said, scowling.  ”Weren’t so prim and proper when Twi here was doing the telling.”

“Well,” Rarity stammered, suddenly looking rather flustered, ”under the understanding that this is to be kept in the strictest confidence: I have had a few moments in my day.  Please do not mistake me for a loose mare but... I am also no prude.  If a pony attracts me - colt or mare - I act on that attraction.  As such, I have shared my bed with a number of lovers.”

“Just your bed?” Applejack said provocatively.  "Kinda boring, don’tcha think?”

“Hmph.  Well, if you must know, my activities have not necessarily been limited to my bedroom.” There was the slightest hint of a self-conscious blush on the white unicorn’s cheeks, despite her boastful attitude.  "There was the escapade in the changing stall, and the quick outburst of passion on the table... Not to mention the shenanigans I have gotten up to in various locations in the local spa.”

“Pfft.  I’ll take the wild outdoors over your cramped lil’ love nests any day.” Applejack said dismissively.  "Makin' out in the orchards, in the dappled light ‘neath the apple trees.  Then ruttin' like there's no tomorrow in a tall field of corn, a-swayin’ and a-rustlin’ in the wind; nopony caring how loud you holler.  Or sneakin' out to the quietest glades of the forest, where the soft, wet grass tickles your tummy and there's only the sounds of birds to distract ya.”

Rarity raised a brow.  "Well.  That was... surprisingly poetic."

There was a sudden lull in the one-upmareship.  Both Rarity and Applejack’s eyes turned expectantly to Twilight, eagerly awaiting her input.

“Huh? Oh, wait, you want me to...?” Twilight looked startled; she had gotten into the habit of just zoning out a little whenever the two rivals found something else to squabble over.  "Erm, at--at the top of a tree?”

“Well, that’s kinda different, I suppose, but--” Applejack began, waving a hoof.  

Twilight wasn’t quite done yet, however.

“Let’s see; there was also the troposphere, and then, a bit later, the stratosphere,” she enumerated, ticking the lofty locations off on all two of her hooves.  "We tried to go for the mesosphere, but the scarves, mittens and socks kind of got in the way.” She shook her head and giggled, recalling another salient detail.  ”In fact, it was so cold that little Soarin’ was having a bit of trouble.” She didn’t realize what she was so casually divulging until it was already too late.  "Waaait.  Scratch that last bit.”

“No prob, Twi,” Applejack said, barely keeping from cracking up, despite being impressed with the suddenly sheepish unicorn’s high-flying adventures.  "Poor lil’ Soarin’,” she lamented sotto voce, making their already red-faced host cringe in an extremely satisfying way.

“As I was saying, however,” Rarity said, “before I was so rudely interrupted with trivialities - the trouble is that I am not sure any of my stories could begin to rival the tale of sheer passion we have just witnessed from our esteemed host here.  Rarely have I ever been so moved in my own love life.”

Applejack waded effortlessly through the morass of eloquence the unicorn was using to stall for time.  "So y’all’re saying there was somepony managed that.  C’mon now, ‘fess up!”

Rarity was being verbally backed into a corner, the irises in her anxious eyes narrowing to tiny points.  "I-I never said that!”

“Y’all said you’ve rarely been moved that much,” the perceptive farm pony pointed out.  "Rarely don’t mean ‘never’ where I’m from.”

“Is it about somepony we know?” Twilight added shrewdly.  Rarity’s evasive answers puzzled her, particularly because there was every indication that the self-admittedly promiscuous pony was actually eager to regale them with a memorable chapter of her no-doubt-turbulent sex life.  After careful consideration, this seemed, to her, to be the only rational explanation for Rarity’s reluctance to confide in them.

“Um, it is,” Fluttershy confirmed softly, saving Rarity the trouble of vehemently protesting.

“Yeah, I thought so,” Twilight said with a gentle nod.  "Rarity was probably just trying to respect her partner’s privacy.  Thanks, Flut--”

Silence.  

Twilight blinked at Fluttershy.

Fluttershy blinked back, and smiled politely.

“Wait, what?”

“Ah!” Fluttershy eeped, realizing she was supposed to be be in the corner, behind the large desk, covering her ears and pretending she wasn’t there.

“I’m so very sorry for intruding,” she said guiltily, cowering slightly, her ears drooping as she frantically tried to explain her uninvited presence.  "Um... I was supposed to help set up the downpour with all the other pegasus ponies, but I wasn’t much help.  So they s-sent me home.  But then this awful thunderstorm started and I knew I had to find shelter! Lightning is dangerous, you know.  So I knocked, and I yelled.  Like this: pleeeease let me in?  Really loud.  But there was no answer! So I was going to see if maybe Pinkie was home, but then there was this awful clap of thunder, and I sort of, um, accidentally found out that your door wasn’t locked...”

“So, uh,” Twilight asked breezily, casually running a hoof through her slightly messy mane and generally trying not to pay attention to the sinking feeling in the pit of her stomach.  "You’ve been here this whole time then, huh?”

“S-sorry,” was Fluttershy’s predictable, knee-jerk answer.  "I didn’t mean to eavesdrop, but I knew I wasn’t supposed to be in here.  And you seemed to be in the middle of, um, something.” Her yellow cheeks flushed heavily as she recalled some of the somethings that she had overheard Twilight being in the middle of.  ”So I was kind of just hoping you girls wouldn’t notice me.  I could’ve just snuck out after the storm had blown over and then just pretended that nothing ever happened.  I’m sort of the champ at that, you know...”

Embarrassed as she was, Twilight realized that things could have been a lot worse.  It could have been Pinkie who had overheard the detailed account of her sexual misadventures.  In which case she would have had to move.  Preferably to the moon.  "It’s alright Fluttershy,” she said reassuringly, “I know you won’t go around telling everypony about my, erm... relations... with Soarin’.”

“Oh, no, I wouldn’t do that.  I c-couldn’t...” Fluttershy shook her head frantically, her pink mane dancing.  The mere prospect of going out and talking to any number of unfamiliar faces made her want to go back behind the desk.

Feeling compelled to comfort her ever-jittery friend, Twilight told her, “I trust you.  You can stay if you like.  Although I have to ask: Rarity was just about to tell us a story that's likely to be just as, erm, explicit as mine was.  Are you comfortable with that?” It was with a heavy heart that the first-time-ever-slumber-party-organizer added: “If not, I suppose we could just all go to sleep...”

“Hold up, hold up!” Applejack butted in.  "Seem to be missing the point here, Twi! Shy, how come y’all knew what Rarity was on about?” She fixed her keen eyes on the fidgeting sky-filly, studying her intently.  In truth, she had already guessed the answer, and could find nothing in Fluttershy’s expression to contradict her suspicions.  She let out a laugh.  "Well I’ll be darned.  You two bumped uglies?”

Fluttershy blinked at that curious question.  "I-I beg your pardon?”

“Did you two, y’know, go for a roll in the hay?”

“We--we weren’t that hungry?”

"No! I mean, did any filly-foolin' go down?"

"W-why would we want to fool poor, innocent fillies? That would be kind of mean, Applejack."

“Oh, for cryin’ out--Look, all I wanna know is, did y’all have sex?”

“Oh! Well, um, yes,” Fluttershy admitted, bashfully twirling a lock of her mane around the tip of her hoof.  She beamed fondly at Rarity, lowering her head with an enigmatic smile.  "It was nice.”

“So... you were the special pony she was referring to?” an increasingly bewildered Twilight demanded.

“Uh-huh.” Despite the fact that half of her visage was hiding behind those large, pink bangs again, Fluttershy looked oddly proud of herself, rather than ashamed or fretful.  

“Oh, this oughta be good,” Applejack said, getting a little more comfortable.  "C’mon, let’s hear it! Bit of mare-on-mare lovin’ ain’t against the rules, is it, Twi?”

Twilight frowned and quickly referred to the guide.  "Hm.  Here we go.  It encourages the frank discussion of ‘colts and mating.’ I suppose we could be flexible and categorize this story as having to do with the latter?”

“Yeah, what she said.  We ain’t nothing if not flexible.” Applejack regarded Rarity curiously and expectantly, making the reasonably safe assumption that the unicorn would be the one to do the honors.

“Just a moment, if you don’t mind.” Concerned and unsure still, Rarity turned to the mare next to her and whispered softly, just barely loud enough for the others to hear.  "Darling, are you going to be alright with this? Our time together may remain private, if you wish.  I do not want to embarrass you in any way.  This is, after all, as much your story as it is mine.”

“I-It’s okay...”

“I can tell that you are reluctant, my dear.  That is perfectly understandable; you have every right to feel ashamed.  Twilight, I believe we shall simply have to call the whole thing off and--”

Fluttershy's eyes blazed indignantly.  The slumping pony drew herself up to her full height, instinctively spreading her wings to make herself seem bigger.  For a moment, the Fluttershy who had stared down a dragon emerged.  She seemed disappointed in the unicorn.  "I am not a foal anymore, Rarity! And I would never be ashamed of being associated with you in any way.  Don’t you dare imply that it wasn’t the most wonderful, the most...” She froze mid-sentence, shrinking like a violet.  ”Oh... I'm sorry.  I mean, um, really, I'll be fine."

Applejack grinned in approval.  "Y’all heard the mare.”

Rarity flushed; she should have known better.  They had discussed this possibility, well-aware that it was impossible to keep secrets from their tight-knit little group for long.  They had been planning to tell their Element confidants - just not in this setting, and not this soon.  It was all so premature.  So... raw.  "Well... With that out of the way - I had a notion: I could simply tell you, but why not show you instead?”

“That sounds oddly familiar,” Twilight noted with an amused smile.  "But what spell would you use?”

”Quite.” Rarity smiled.  ”Deja vu, perhaps? As for the spell, I am reasonably skilled with illusionary magic, Twilight.  Of course, I do not possess your magical prowess, but do I believe I should be able to manage something similar in effect.

“You see, I have spent a good portion of my life looking in mirrors, particularly given my line of work.  Call it vanity if you will, but when I was young and insecure about my still-burgeoning beauty, I spent many fruitless hours trying to use my magic to alter my reflection, attempting to correct certain, ahem, annoying small blemishes and flaws.  It was a pointless endeavour, of course.  As Twilight here can probably confirm, mirrors cannot be made to lie."

"That's right!" Twilight said enthusiastically.  She seemed both intrigued by and familiar with the concept.  "Mirrors are said to be extremely receptive to magical enchantments, but only very specific kinds.  They don't just reflect things, you see, but actively capture an image of the world around them! Everything they mirror, they ‘remember’ - right down to the last detail.  And they're all linked somehow.  It's like there's an alternate dimension within them which absorbs not just light, but also vibrations like sound!

"Starswirl the Bearded, for example, supposedly had a mirror that allowed him to see any place in Equestria, and anything happening within its borders.  Anything he wanted!” Twilight grew breathlessly excited as she described this unparalleled magical feat.  Although historical accuracy compelled her to reluctantly add, “There are also stories implying that he used it mostly to secretly spy on mares in their underwear, unfortunately..."

“Oh my, how inappropriate,” Fluttershy giggled.

"Ahem.  Thank you, Twilight dear, I believe we all get the picture," Rarity cut off the rambling unicorn, who was already taking another deep breath.  "So... through my vain attempts at self-improvement, quite by accident, I learned how to tap into these recorded reflections.  With your help, I would like to craft a spell that shows you what happened that night.  I simply need a focus - any mirror of decent size should be fine.  Do you have anything full-body in length on hoof, Twilight dear?"

Twilight mulled over the requirements for a moment, going through the incantations needed and sifting through a full inventory of the library, all inside her head.  The mirror itself actually posed a bit of a problem - the busy mare wasn’t one to waste time on pointless preening, herself.  But she did happen to know a certain, slightly narcissistic baby dragon who did like to indulge in a bit of macho posing and muscle-flexing when he thought she wasn’t looking.  "I believe Spike has one we could use.  It should be upstairs.  Why don’t you girls head on up to the bedroom; I’ll go get it, and bring it there.”

Everypony went upstairs, making themselves comfortable on the two beds in Twilight’s room.  Rarity and Fluttershy cuddled together on one while Applejack took her place on the other, looking just slightly forlorn all of a sudden.  She looked at the two affectionate fillies without wanting to appear to be looking, a deception she pulled off about as well as one would expect from Honesty incarnate.

Rarity looked guiltily at the farm pony.  “Applejack, come here darling.  We didn’t mean to exclude you.  We can all fit.”

“Fine over here,” Applejack said brusquely, albeit with a grateful smile.

It wasn’t long before Twilight returned, floating mirror in tow.  "I’ve already cast some preparatory enchantments on it for you, Rarity; it should be ready to be paired with the mirrors of your choosing.  Then you can draw out the past light cones of events recorded in those mirrors’ depths.  Just try to, erm, you know, limit yourself to using it as a looking glass, rather than, say, an interdimensional portal into the mirrorverse...” She shuddered inexplicably.  "That would be bad.”

Applejack raised an anxious hoof.  "Yeah, uh, lil’ fuzzy on the whole good/bad thing over here.  What d’ya mean, ‘bad’?” But her concerns were largely ignored by the unicorns, who were far too preoccupied with setting things up.

Rarity merely nodded at Twilight’s dire warning.  "Noted.  Now, this is a bit complex.  Please wait just a moment.” She focused her magic at the very tip of her pearly horn, the speck of brilliant light that shone there quickly growing too bright to bear looking at for long.  Leaning forward, the unicorn touched the mirror with that miniature white hole, causing the silvered glass to ripple as if she had dipped her horn into a clear pool of water.  Before long, a scene other than the darkened room around her began to emerge.  "This shall be the view of a mirrored wall within the spa; our story started there.”

Applejack still wasn’t too keen on the whole magic thing - especially after Twilight’s disturbing safety tip.  The idea of solid mirrors rippling and showing images other than the plain, honest reflections they ought to be showing offended her sensibilities somehow.  "So, uh, if I got any of that load o’whooey you were spoutin’ earlier, mirrors remember stuff? And we’re gonna see all of that through this one here?”

“Yes,” Twilight responded simply.  She beamed happily and eagerly rubbed her hooves together.  "Isn't it exciting?"

"Convenient, more like." Applejack shook her head in disbelief.  "Sometimes wonder if there ain't nothin' y'all can't do with them fancy horns."

Twilight rolled her eyes.  "Oh, just shut up and enjoy the show."

"Sssh, it's starting," Fluttershy whispered.

Applejack squinted, looking warily into the mirror, semi-prepared for whatever kind of unspeakable abomination or evil doppelganger might leap out.  Once the blurry scene shifted into focus, however, her uneasiness faded quickly.

There stood Fluttershy, adorable as always, contemplating her hooves.  It didn’t get any more non-threatening than that.  Her pink mane was wet and shiny, and miniscule droplets of both external moisture and her own sweat glistened on her face and neck.  The air around her was a foggy white, thick with steam, which fogged up the one-way window the mares in the library were gazing through.

The mare in the mirror seemed to be looking out at them, but of course she was really just studying her reflection.  Flutershy’s expression was hard to interpret; her large eyes seemed to disapprove of what they were seeing, even though - as everypony present would agree - she looked absolutely stunning.  Her pale yellow coat looked particularly lustrous in the damp sauna air; her mane, even when wet, framed her blushing face beautifully.  But she didn’t seem to be seeing any of these things - the introverted pegasus was looking deeper, seeing through the pretty facade and eventually averting her eyes in disgust.

“I... I used to think, ‘I may be a terrible flier now, but things will change; I won’t always be a clumsy, awkward little filly.  I’ll grow stronger, you’ll see! I’ll practise real hard, and the day will come when I can finally spread my wings and be free’.’” Fluttershy spoke softly, apparently addressing some other pony in the room with her.  Or perhaps she was simply talking to herself.

As if to illustrate, the pegasus unfolded and spread her slender, fragile-looking wings.  Even the sight of her relatively impressive wingspan, compared to other pegasi, brought her only small comfort.

Closing her eyes, smothering some nascent tears, Fluttershy found it impossible to keep the complex set of delicate muscles that shaped her face in check.  They trembled with the strain of maintaining a neutral expression.  She didn’t want to cry.  Not again.  "I practised.  I practised so hard.  I t-trained with Rainbow Dash every day.  But I didn’t get that much stronger - I was still the same fledgeling; the same l-loser...”

Carefully, the dark, tightly held lines that hid her eyes relaxed a little, allowing some hidden blue to shine through.  Flutteshy’s tears had vanished, and her voice grew steadier, almost mechanical.  Somehow, that cold, defeatist calmness and quiet resignation was far worse than the helpless tears.

“I think I loved her once, you know,” Fluttershy said flatly, flashing a wan smile at where her mirror image would normally be.  "Rainbow Dash.  She was always so strong, so cool and confident.  So... not me.  I always looked up to and admired her.  I still do, in fact.  But even though we’ve been friends for so long, I never told her.  I never said a thing...”

“Lucky Rainbow ain't here,” Applejack said, ”First we find out Twi's taken her dreamcolt Soarin’ out for a ride, now this." Then something suddenly dawned on her, and she turned around.  Her dark-adjusted eyes lingered on Fluttershy for a moment, before making a sweep of their shadowy surroundings.  "Because if Rainbow Dash was here, and weren't sayin' nothing for some reason, I might have to buck her blue butt straight out the window later!” she announced loudly to the library at large.

She waited, glaring.

Nothing.

Twilight irritably flicked her ears, a bit baffled by the other mare's strange and inappropriate behavior.  "Sheesh.  Simmer down, Applejack! Can't you see Fluttershy's upset?" Turning back to the pegasus, she pulled her into a brief, tight hug.  She didn't have to say anything.  If anypony understood social awkwardness and loneliness, it was Twilight.

Reaching out from the other side of the mirror, Fluttershy pressed an unsteady hoof to the cool, damp surface, and swept away a swath of condensation with a dismissive gesture, drawing a transparent slash across her reflected visage.

The melancholy mare’s tone grew slightly more bitter, now, though the anger was directed solely at herself.  "It was always like that.  I’ve had quite a few crushes, over the years, and some of them didn’t even know I existed.” Her eyes drifted off, looking askance at something beyond the frame of the mirror.  ”I always wanted them to realize how I felt, to hear what I wanted to say, but couldn’t.” She hung her head, her ears folded nearly flat against her skull, and sat down on her haunches.  ”I just wanted them to... notice me.

“I’m just too weak, Rarity,” Fluttershy said, finally revealing who her monologue was directed to.  The pegasus glanced at her reflection once more.  She saw herself sitting there: hopelessly shy and, in her eyes, unalluring.  ”Mirrors don’t lie...” she said quietly.

Rarity came into view, walking towards the mirror and stopping to stand beside her saddened friend.  She shook her head ruefully; this simply would not do.  She embraced the tearful mare fondly.  "Darling, just stop.  You’ve got your head all wrapped up in nonsense.  Look at your flank - those butterflies are not speedy fliers.  They are graceful, beautiful creatures, yet they were strong enough to catch you when you fell to earth, were they not? Strength is about more than speed, or skill.  You do not think that I occasionally look upon Twilight and wish my talent had been magic? What I have, I use skillfully.  I have taught myself grace. I use control where I lack raw power.  You cannot look upon a pony like Rainbow Dash and expect to be just like her, any more than Rainbow can ever expect to be as kind and loving as you are.”




Although she nodded gratefully, leaning into the hug, Fluttershy still looked upset.  She glanced up, her pleading eyes meeting with Rarity’s before hastily looking away again.  It seemed like she was trying to find the courage to say something, a pressing but difficult question simply burning on her unwilling lips.   "I just... I don’t want to hide anymore, Rarity.  I want somepony to notice me.  Please, can you help me?”

Rarity reached out with both forelegs and gently turned Fluttershy to face her.  She held those winged shoulders and pushed back the other mare’s bangs a bit, trying to get the shy, evasive pony to look her in the eyes for a moment.  Fluttershy always seemed to use that mane of hers as a shield, as if she could hide from her own emotions by not looking at the world. I gaze at her sometimes, and wish... but no.  She deserves so much better than me.  Still, if I can help her find happiness in any way, I will do whatever is needed.  She means so much to me.  

"It sounds like what you need is a change of attitude, a confidence boost, if you will.  Let me make you something that will show the world just how beautiful you are.  You will turn so many heads you will wonder how you ever doubted yourself! Come by the shop later, and we will take some measurements.  You will see.” She smiled into those eyes, trying to be reassuring.

“So that was the way of it,” Rarity explained, ”I resolved then and there to make her something that would allow her beauty to shine.  I knew of an upcoming soiree being planned to celebrate the wedding of the daughter of two of my best clients, Grenaille and Aurore Dérisoires, and I expected there would be several eligible stallions at the event.  So I made her a lovely gown of red, accented with rubies and sapphires, daringly cut to accentuate her curves.  I also made her some undergarments designed to further complete the image.  We of course had to have a fitting to make certain the measurements were correct.  One moment please.” Her horn flared for a moment, the scene changed to the interior of the Boutique.  "Ah! There we are, that’s the fitting room mirror.”

“Oh my.  You’ve really outdone yourself, Rarity,” Fluttershy said.  The reflection of the sparkling gemstones danced in her wide-open eyes when she gingerly ran her hoof along the silky, pleated fabric of the skirt.  She went airborne for a moment to circle the equinnequin and admire the stunning piece of haute couture from all sides, but when she landed gracefully on her hooves again, there was something that appeared to be bothering her.  "Isn’t it a little, um... skimpy? I mean, it’s beautiful, and you know best, of course, but--”

“That’s the whole point, darling!” Rarity said. ”We want to show you off, not cover you up! Stallions will just go mad over the sight of you! I shall have to drive them off, you will have so many suitors!” Then she was struck with a thought, something that should have occurred to her earlier given Fluttershy’s foalhood crush on Rainbow Dash.  It was a question that frankly made her a bit excited.  “Or would you prefer we find you a nice mare? You can tell me; I won’t judge, you know.”

“Um...” Taken off guard by the deeply personal question, Fluttershy responded as she often did.  That is to say, hardly at all.  “Stallions are... nice,” she stammered in a noncommittal tone, while she scuffed her hoof on the floor, feverishly avoiding any and all eye contact.

Rarity nodded; she’d expected as much.  Dash was about as masculine as a filly could get and still be a girl.  She sighed a little in disappointment.  Really now, as if it mattered to you.  Still... even just knowing she’s fallen for a mare before... Focus Rarity, focus.  Let’s find her somepony wonderful! She went all starry-eyed.  This would work, Fluttershy would find a true love.  They would date, fall in love, and have wonderful foals for Rarity to fawn over.  She would probably be tasked with the creation of the wedding dress! The prospect made her squeal just a bit.

Fluttershy still looked doubtful, maybe even a little worried by that dreamy gaze and all it might portend, but she knew better than to protest; when the unicorn started making noises like that, there was no gainsaying her.  So while the prospect of maddened males did not seem too appealing to her, she decided to bear with it and indulge her friend, allowing Rarity to help her slip into the slinky, open-backed number.

Busying herself and getting various pins ready to make adjustments, Rarity lifted the hem in places, seeing how the gown would move and fall on Fluttershy’s form.  Skillfully placing several pins in key locations with her mouth, she stood back and nodded intently.  "Yes, we’ll need to redo your measurements just a bit.  You’ve gotten a bit thinner since I last checked.”

“I have been laying off the oats a bit,” Fluttershy said happily.  She sort of wanted to turn slightly and double-check the dimensions of her flank in the mirror, just in case Rarity was simply saying things to put her at ease, but remained stock still so long as pins were being pricked into fabric so close to her skin.  The shivers and goosebumps she experienced were more out of delight than anxiety, however.  All the gentle touching, not to mention the constant proximity of Rarity’s muzzle, was affecting the easily-flustered pegasus mare.

“Still I must say, it does look fabulous on you.  I’m almost of a mind to keep you all to myself and let the stallions suffer.” She carefully began to tug the dress back off her friend with her teeth.  ”Come, let’s get this off you so we can begin.”

“O-okay,” Fluttershy said, suddenly stuttering again after Rarity’s playful little remark.  Even just the feeling of the form-fitting dress being peeled off her made her coat-hairs stand on end, as if her senses had been augmented somehow.  It was like when Angel would torment her to get his way - at some point, when all the nerves just below her skin had been primed, even the slightest touch could make her flinch.  

Rarity gave her a saucy grin.  “Just playing a bit, darling.  But you do look wonderful.  We are going to cut a swath through the crowd, you and I! Oh, but in all seriousness, darling, do eat just a bit more.  There is such a thing as being too thin.  Promise to treat yourself to a snack every now and again? For me?” She fluttered her eyes.

“F-for you?” Fluttershy opened her mouth as if to add something, but hastily closed it again.  She settled for a simple nod.  "Okay,” she said again, inwardly chastising herself for being so lame and repetitive.  It was also at this point that the self-conscious pegasus realized her wings were semi-extended, for entirely non-flight-related reasons.  She quickly tucked them back in.

Rarity nodded, satisfied.  She picked up the measuring tape in her hooves - foregoing the use of magic, for some reason - and began wrapping it around various points of Fluttershy’s body, checking the new dimensions.  When she got to the wings, she nudged them slightly to get the pegasus to open them, but quickly had to step back as they sprang up violently.  "Careful darling! I just need to check around the base a moment.  I may want to make you something with a closed back at some point.”

After apologizing profusely for the inappropriate, seemingly spring-loaded reaction to that gentlest of nuzzles, a blushful Fluttershy tried to brace herself for what would come next.  She closed her eyes and feverishly thought of all the chores that still needed doing around her cottage, particularly the really unpleasant ones.  Anything to keep from smacking poor Rarity in the face for real this time.

“P-please be gentle...” Even though she had her eyes shut, the anticipative pony could feel Rarity near her; could sense that warm, teasing, measuring-tape-bearing muzzle closing in on the single most sensitive spot on her trembling wings.

“Always, my darling,” came the reply, with more than a hint of irony in the tone.  The smallest spark of involuntary casting appeared at the tip of her horn.  She paused for a moment and thought furiously about hoofball until it stopped.  She carefully wrapped the tape around the wing-base, getting her measurement.  She couldn’t quite resist a sudden urge to gently kiss a spot near the base.  You minx, you! Flirting with her like that.  Stop it at once - this is not about you, it’s about her! "There, all done now, you can relax.”

Doing just that, Fluttershy exhaled two big lungfuls of air, visibly deflating.  She had been holding her breath, utterly focused on keeping all of her muscles under conscious control, even though they flexed and spasmed at the lightest touch.  The kiss nearly broke her concentration, and the wing in question twitched, but through monumental effort she managed to keep her reflexes in check.  "Phew.  G-glad that’s over...” the relieved pony sighed, although her rapid breathing, averted eyes and happily swaying tail suggested otherwise.

“Sounds like we may need a bit more preparation.  How can we take you out if you get flustered so easily, even around me?” Rarity teased gently.  Goddesses, how am I going to make this work if she tenses up at the merest hint of physical closeness? What am I going to do with you, you poor thing? "I know just the thing! We need to get you a bit more comfortable in your own body.” She gave Fluttershy a come-hither look, but winked to show she was joking.  Yes, joking, of course.  Now stop it before you do something you will both regret.   “Darling, it is time for a little makeover!”

Rarity left the view of the mirror for a moment, returning with an extensive makeup kit.  She looked Fluttershy over carefully.  "Hmm, just bit of color I think.” She began applying a bit of rouge to the mare’s cheeks, light touches to complement her complexion and bring out her cheekbones.  "Don’t know why I’m bothering putting blush on these cheeks of yours,” she chuckled.

It did seem rather superfluous; the ticklish hairs of the brush alone managed to bring a pink glow to Fluttershy’s cheeks that far outshone the mild color she was applying.

Next, Rarity added just a subtle touch of mascara, eyeliner and eyeshadow to accentuate her grateful subject’s gorgeous eyes.  This step proved particularly difficult, since it required prolonged eye contact, which swiftly had Fluttershy sweating and nervously nickering.  “Just hold still, my dear.  Look at me, please?” She held a hoof softly to a rosy, yellow cheek.  “I won’t bite... Unless you ask me nicely.”

The finishing touch was, of course, the lipstick.  A very light, pastel shade, with a little glossy shine to it.  Very glamorous. “Pucker up, darling!” When Rarity finished with this crucial step - without really thinking about it - she gently kissed Fluttershy’s pouting lips.

“Merely to make sure the color is even, and that it will not smear,” she explained herself, albeit with a flirtatious smile.  She watched Fluttershy’s reaction carefully.  This had been an experiment of sorts, of course, to see if she could handle a simple kiss without being reduced to a sputtering mess.  After all, a date or dance partner might expect at least that much of the skittish mare.  It had merely been an innocent peck - a common courtesy in high pony society.

She had to test it.  It certainly had nothing to do with how immensely kissable those full, glossy lips had looked... Dangerous ground, my dear.  You should not lead her on.

Fluttershy went a very unflattering shade of beet red, of course; the level of blood flow to her face reached critical levels, while a nigh-endless string of ‘um’s escaped her muzzle without ever leading into an actual reply.

Rarity pouted.  This clearly demanded a different, slightly more drastic approach.   Fluttershy needed confidence, and it was up to her to show this timid soul that she had every reason to feel confident about herself.

“Darling, let’s try something else for a moment,” Rarity decided.  ”I made you some lovely undergarments to go with the dress.  Let me show you how devastatingly desirable you can be, in the right lingerie.  You’ll have the colts eating out of your hoof in no time."

 "O-okay..." Fluttershy murmured meekly, her eyes lingering just slightly longer than usual on the other mare, before turning away.  Something was bothering her; something she did not know how to correct.

Rarity helped her hesitant friend get into the garments, carefully pulling the panties up past her tail and helping her guide the appendage through the hole in the back.  Her breath was hot against the pegasus’s thighs as she tugged the thigh-high stockings into place with her teeth.  Oh, my darling, would that I could allow myself to get closer still.  She was forced to resort to the precision of her telekinesis to attach the sexy garters to the frilly belt, and slip those elegant yellow forehooves into smaller stockings.  Finally, to complete the ensemble came the corset, designed to fit very snugly and accentuate Fluttershy’s curvaceous flank.  This, too, was put in place with the unicorn’s magic, the laces twisting and tightening by themselves. 

Rarity then quickly dressed in a similar set of lacy lingerie, assuming that Fluttershy would be far more comfortable if she wasn’t the only pony parading around in her underwear; which would, of course, be a tad embarrassing for any young lady.  Gently, she took her best friend’s foreleg and pulled her closer to the large mirror, gesturing towards it with her free hoof.




"There, do you see, my dear? Look at yourself,” Rarity implored.  ”Notice how splendid you look, how feminine and adorable.  The stallions will be all over you - the moment you walk into that room, you will make every single one of them stop what they are doing.” She posed boldly in front of the mirror, demonstrating.  "Look, darling.  Sway your hips just so, whilst moving your tail in counterpoint.  You are a beautiful, sexy mare - their eyes will wander, drawn in by the dancing skirt of the dress I have made you, and those sheer stockings on your long, shapely hind legs; tantalized by the hint of the garters disappearing beneath the hem.  But even if they manage to steal a surreptitious glance, their lustful gaze will be frustrated - and delighted - by those adorable panties.  They won’t be able to keep their eyes off you!”

"T-they won’t..?" Rarity’s detailed description had enraptured the shy, self-conscious pony.  The idea was frightening, but strangely, also a little exciting.  As Fluttershy looked, and awkwardly mimicked Rarity's sensual movements, part of her could not deny - lack of self-confidence notwithstanding - that the blushing mare in the mirror was not entirely unattractive. It was like she was looking at an alter-ego of herself; as if the brazen sexuality of the beautifully crafted undergarments empowered her.

Slowly, Fluttershy's movements began to more accurately match those of her more daring example, growing more exaggerated.  They almost became second nature after a while, the timid mare’s natural grace shining through.  She just pretended she was looking at somepony else, and objectively, the pony she saw staring back at her really was... pretty.  She brushed her mane out of her eyes, leaning in a bit, looking on with fascination as she pursed her expertly made-up lips and fluttered her long, mascara-enhanced lashes.  Was that really her?

Rarity smiled encouragingly.  "Yes, feel that power, darling.  That is you in the mirror.  You are gorgeous,  Desirable.  You have but to take action and anypony can be yours.  Here, let me show you what I mean...” You’re flirting again.  It’s not fair to her, darling; she’s in a bad spot in her life.  She needs your help.  But she is so incredibly cute... Oh, I would so love to help her.  Maybe if I just... roleplay with her a bit? No harm could come of it, surely?

“In this scenario, I shall play the part of such a stallion.  After a night full of fun and dancing and idle chit chat, while I tried vainly to undress you with my eyes, I am so smitten with you that I simply cannot contain myself any longer!“ She leaned down and brushed her lips gently against Fluttershy’s own - not insisting on a return kiss, but with enough pressure to let the surprised but non-protesting pegasus feel the warmth of her lips.  The lovely unicorn’s voice softened to barely a whisper.  "Do you see darling? That was not so bad, was it? Anypony could be yours, if you wished."

"Any... pony?" In the space of that lengthy, mid-word pause, Fluttershy's wings unfurled like feathery flags, advertising her growing arousal at this enticing prospect.

Rarity took hold of Fluttershy's hoof - on the surface, to help her hold her balance while she studied her scantily clad reflection, but there was far more contained in that simple gesture; a supportiveness that went deeper than merely keeping the her from falling over.  Fluttershy blushed as she peered into the mirror, but her gaze had shifted - to the proud mare beside her, who stood unashamed.

“Anypony.” Rarity smiled softly, and took Fluttershy in her forelegs, cradling her head lovingly in her hooves.  She leaned in again, giving the blushing pegasus a much more insistent kiss.  Still gentle, but conveying her intentions with perfect eloquence.  "Who do you want to claim, my darling? You have but to wish it, and make them yours..."

Fluttershy trembled, her heart providing a resounding answer with such perfect clarify that even her often-unwilling limbs were not left unmoved.  Slowly, tentatively, her forelegs lifted, and found a way to wrap around the mare before her, creating an intimate embrace.  Again she glanced at the mirror - it was easier than looking directly - and stared, enthralled, at how they looked.  Together.

Chuckling softly, Rarity corrected the distracted pony with the tip of her hoof, steering her eyes and muzzle towards the real thing, rather than the reflection.

Fluttershy wished to speak, wished to blurt out the words she clearly ached to utter and accept the offer her dear friend had all but presented to her on a silver platter.  Finally frustrated with her mutinous, unwilling mouth, she leaned in and kissed Rarity in earnest, conveying physically what she could not do with words.  ‘I want you...’ her sigh conveyed inaudibly into that wonderful white muzzle.  ‘So very, very badly,’ her tongue added, before she hastily pulled back, shocked by her own audacity.

Following suit, after overcoming her initial surprise, Rarity grew ever more bold as well, moving to playfully kiss her way up along the side of Fluttershy's neck; she nipped here and there just to hear the delightful squeaks from the cute mare, and began caressing the length of one of those lovely wings, feeling the soft down against her hooves.  But then she stopped abruptly, as if waking from a feverish dream.

You are going to ruin her! Ruin her just the way you were ruined! Just... stop.  If you care for her, stop now, before it's too late.  You can admire her from afar.  Just as you always have. 

"Darling, things are escalating rapidly.” Rarity took a deep breath, finding a smidgen of composure.  ”I feel these games may go too far.  If we do not stop soon, I am not certain of what will happen.

“WeIl, I shall leave it to you.  I am going to ask you to join me on the bed now.  Would you like that? You don't have to answer - just come with me if you wish." If she follows, I’ll show her how delightful sex can be; it will give her confidence for when she finds the right pony.  If she doesn’t... I won’t hold it against her.

Fluttershy stood frozen, as rigid as the tendons in her wings had been until Rarity's dexterous hooves had stroked and relaxed them into a shuddery, pliable state.  She could still feel the imprint of every one of the other mare’s kisses, the warmth of them soaking into her skin.  She nodded, almost imperceptibly, and meekly allowed herself to be led to Rarity’s extravagant sleeping arrangements  (the word "bed" hardly seemed to do it justice).

Rarity focused for a moment.  "There we are, the bedroom mirror.”

“Y’all have a mirror on your bedroom ceiling?” a bemused Applejack concluded, after briefly wondering about the sudden shift to a top-down view.

“Ahem.  Yes, I--” Rarity’s eyes shifted left and right nervously.  "I prefer doing my own makeup lying down in the morning...”

“Riiiight.”

When things came back into focus, Rarity could be seen gently laying the pegasus down, kissing her lightly on the lips as she did so.  She began lightly caressing Fluttershy's stomach, idly moving ever lower as the kiss deepened, then switched from her friend's mouth to the base of her wings, nibbling lightly in just the right spots to elicit gasps.  And still that skillful, insistent hoof wandered ever lower, caressing the thighs now.  Playful nibbling continued, this time on the opposite wing, and the hoof had finally completed its descent, settling on its intended target.  Just... be loving, show her the positives.  Don’t hurt her with knowledge she doesn’t need.

The pressure she applied was gentle, for Rarity knew this mare was unlikely to be used to such treatment.  Feather-light touches, growing in intensity as her loving muzzle-ministrations on the wings continued.  Her speed and pressure increased, drawing excited gasps from Fluttershy.  Then, when she felt the moment was right, hearing the barely contained squeals coming from her squirming friend’s muzzle, she crushed those parted lips with her own, pushing her tongue deep inside.

“Psst... Hey.  Hey, Rarity,” Twilight whispered conspiratorially, sidling up to the other unicorn.  

“Yes, Twilight dear?”

“Er, I was wondering - purely out of scientific interest - do you have any recommendations for how-to guides on massaging pegasus wings for, you know... sensual purposes?”

“I can make some recommendations certainly.  Aloe and Lotus also offer some classes if you like.  I can get you signed up for one.  Did we perhaps have somepony in mind that they would be useful for?”

“Oh hey, look!” Twilight dodged the question, ”You guys are doing... stuff.  Sexy stuff.  Wouldn’t wanna miss that, heheh.”

Fluttershy's eyes widened when her muzzle was so wantonly invaded, but the shock lasted only briefly.  Her tensing body had been swiftly soothed by the ongoing wing-massage, and her uncertainty about the sudden, intimate kiss evaporated just as rapidly by the sheer, wet, intimate delight of it all.

Her eyes relaxed to mere slits, the passionate heat of Rarity's warm mouth and tongue seeming to seep into her, melding with the glow of the blush on her muzzle and swiftly spreading across her entire, squirming body.  "Hmm.." she muffle-moaned, twisting her muzzle a bit.  "Mff.." Fluttershy then sighed, just as unintelligibly, shivering as she surrendered helplessly to her own tongue’s irresistible desire to move, to taste, to play.  In fact, entire limbs seemed to grow a will of their own all of a sudden; she didn’t remember spreading her hind legs quite that far, nor did she consciously lift a hoof to rest gently and fondly on the other mare’s pale cheek.

The kiss continued until both were quite out of breath.  Rarity broke it suddenly, heat blazing in her eyes.  "I am afraid this lipstick does smear a little bit, after all,” she chuckled, wiping the front of her muzzle.

Her horn began to glow, undoing the hooks on the undergarments that connected the corset to the lacey stockings, She moved down to grasp the panties with her teeth, however.  After lifting Fluttershy slightly in her telekinetic aura, slowly, carefully, she peeled them down and off, as though unwrapping a precious gift.  The fact that they seemed to stick, just a little bit, made her smile.  She reattached the hooks once more, somehow leaving her half covered made her appear far more nude.  And so Fluttershy was bare before her once more - but now, now it just meant so much more.  She smiled, looking down at her perfect companion in admiration, but also a hint of something like... hunger.  She barely managed to restrain herself - this particular mare required the utmost level of gentleness and patience, after all.  

Fluttershy felt strangely naked, stripped of the undergarments that had felt so awkward and unnatural before.  They had somehow quickly become a part of herself - as well as the only thing hiding her growing arousal from the prying eyes of the world.  If that world had consisted of anything, anypony other than Rarity, she would have modestly tried to cover herself, but the unicorn’s eyes she could somehow endure, even though she trembled at the eager, lascivious look they were giving her.

The panting pegasus knew Rarity was fully aware of how turned on she was - that was something even a notoriously closed and private pony such as herself could not hide; the slight damp spot in those tossed-aside panties had been unmistakable.  It was strange how aware Fluttershy suddenly was of her exposed sex.  How the other female’s gaze seemed to be a tangible thing, almost like her pleasantly-tingly magic, stimulating needy nerve-endings from afar.

"There we are, darling.  Shall we continue?" Rarity’s voice was as comforting as it was sultry.  Oh, how I’ve dreamed of this... 

Fluttershy twitched, outside and in, merely at the thought of being touched... there.  "Y-yes... please," she whispered urgently.

Rarity straddled Fluttershy, leaning down to gently kiss her on the lips.  She moved the kisses down gradually, lavishing quite a few on the younger mare’s heaving chest.  Further down still her lips travelled, kissing Fluttershy’s stomach, making her giggle just slightly.  Even lower, crawling backwards on the sheets, the patient unicorn ended up kissing and nosing at the inner thighs of the tensing pegasus below her, eliciting soft whinnies rather than giggles, and causing those parted hind legs to twitch.

Once she tired of kissing, Rarity began to lick gently along the inside of Fluttershy’s haunches, gently nibbling on the short fur that coated her lover's inner thighs, teasing the pale-pink skin with her lips and nose, before finally coming to the center of her friend's desire.  She began with a long, languid lick along the cleft, slowly and deliberately pulling along the tender lips of the pegasus-filly’s vulva.

“Nnn-G-Goddesses..” Fluttershy gasped through clenched teeth, tensing below her in response to that first, intense lick, before slowly relaxing.  She felt weakened, her body unwilling to do anything more than feebly buck her hips towards the tirelessly lapping source of all that pleasure.  She let the waves of pleasure wash over her, even when those waves gradually began to flow together into a constant state of ecstatic bliss, and she could no longer distinguish individual licks.

Rarity’s tongue found its way to the delicately pink, innermost folds, which she had been avoiding to ensure that her sensitive partner was ready - or desperate - for that level of stimulation.  Giving the increasingly drenched state of her poor, matted muzzle-fur, she had decided the time was about ripe.  Pressing her snout in just a bit harder, the amorous unicorn eventually found the hidden little button she sought and began to lick at it experimentally, listening intently to the excited gasps from above her.  She could hear only desperate delight, fortunately, rather than the sharp gasps that might indicate this was a bit too much of a good thing.

Glancing up from time to time, although never missing a beat, Rarity noted with satisfaction that her friend would occasionally lift her head a bit and look down at her.  She could see the feverish arousal and unadulterated adoration in the cute pegasus’s eyes, the blush growing ever deeper and more pronounced on those soft, yellow cheeks.  It was immensely rewarding, and she redoubled her efforts.

Once more Fluttershy summoned the strength needed to glance down.  Some part of her had been worried that Rarity could not really be enjoying this act, and feared that the mare would be put off by how embarrassingly wet she had gotten, and would perhaps be offended by her scent and taste.  But whenever she looked, Fluttershy saw only fond affection and genuine enjoyment in those beautiful eyes.  She couldn’t get enough of the sight: that look, coupled with the lewdness of Rarity’s soaked muzzle just lapping away, as if she delighted in each lick and truly loved doing this... this wonderfully dirty and intimate thing to her.  It put Fluttershy’s mind at ease.

And turned her on so much...

As the gasping grew louder and Fluttershy's thighs began to clench down on her head, Rarity began to lick in earnest, knowing the mare would hit her climax soon.  She pushed her snout into the writhing, delirious pegasus, gripping her legs with hooves and magic both, holding her in place whilst she kissed that hypersensitive, swollen little filly-nub.  She trapped it with her lips and pressed the tip of her tongue against it, hard.

The quietest scream in all of Equestria rang out.  It was the cutest little orgasm Rarity had ever had the pleasure of witnessing, but also one of the messiest; although she’d probably keep that tiny detail to herself.  Rarity continued until her friend’s squeals and twitches tapered off, before lovingly gathering the moisture still coating her tongue, and gulping with audible delight.

When the pegasus finally relaxed, Rarity made quite a show of licking her lips as if she’d just finished her favorite dessert, loving the way it made Fluttershy shudder.  She quickly cast a very simple spell to remove the remainder of the moisture soaking her muzzle, though, and to freshen her breath for what was to come.  No need to be uncouth about it, after all.

With that out of the way, she lay down on the bed next to Fluttershy, snuggling up in the softness of one of her outstretched wings.  She kissed her worn-out, shuddering lover, smiling into the face that seemed frozen in pleasure.  "That is power, my darling.  Do you wish to feel it for yourself?” Her words were slightly slurred since her tongue, after all that, felt very tired and numb.  But looking at the the blissful, sweaty face of the pegasus, she could only chuckle.  Very much worth it. "I suppose you may need a moment...”

Fluttershy needed more than a moment. It took the feverishly panting pegasus more than a minute just to catch her breath again.  She couldn’t even properly apologize for clamping her hind legs down so hard! All the while, her eyes remained firmly shut; she was shaking, and still quietly savoring the squeal-worthy intensity of the orgasm that had just rocked her world down to its very foundations.  So many years of pent-up frustration, brought to the surface by the hours of teasing preparation, lingering glances, ‘accidental’ touches and suggestive words, and enhanced by the sexy self-image the luxurious lingerie had provided, all compressed into a few heartbeats worth of immense, writhe-worthy pleasure and relief.  

When Fluttershy finally regained control of her faculties, and opened her eyes, she treated Rarity to a smile so alive with gratefulness that even the Element of Generosity had not seen its like in all her years.

Glad to see some signs of life from her friend, Rarity smiled back, extremely pleased to see the troubled mare so happy.  "Darling, I am sorry if that was a bit abrupt.  I may have gotten carried away in the heat of the moment.  Please, take all the time you need.  I am happy you enjoyed this, at least.  We can progress as quickly or as slowly as you wish.  Or not at all.  Remember, we are all alone here; there is no shame.  Nopony needs to know what happened this evening.  I will ask no more of you than what you are willing to do.  For my part... I will do anything you wish me to, if it will make you happy.”

“Oh, that made me very happy.  I’m sure you could tell.  Sorry if I was a little too, um, loud. But p-perhaps... I can get carried away a little, too?” Fluttershy murmured.  Slowly, she stirred, rolling over to snuggle up into her fellow mare’s embrace.  Cradling that shapely white muzzle with a single, silken-gloved hoof, she took a moment to properly thank the no-doubt weary lips and tongue that had brought her such ecstasy.  But then her soft snout drifted off, nuzzling down along Rarity’s cheek and jaw, before dipping down to the veritable playground of sensitive tendons and sinews that was the unicorn’s neck.

Yelping a bit in surprise and pleasure, Rarity surrendered herself to the ministrations of her lovely friend, giving only the occasional sigh and cry of encouragement or whimper of appreciation.  She certainly seems to have found a will for this. She silently thanked the Goddesses for a world in which such sensations existed, but that was the last coherent thought she had for some time.

Two sensitive ears flicked at every yelp, sigh or cry, although the feedback actually seemed to embolden the demure little pony, telling her that she was doing something right. Fluttershy pressed yet another appropriately fluttery kiss somewhere around the base of Rarity’s neck, and let her petite tongue drag along the soft fur on the way back up.  

Literally everything Fluttershy knew about pleasuring another mare, she had learned in the past hour.  But she was an apt and eager student, and quite determined to make her teacher feel good.  Remembering how wonderful Rarity’s tender hoof had felt, pressing gently down on the soft mound of her sex, but reluctant to stop cuddling with her just yet, Fluttershy tried to compromise and slipped her hind leg in between the white unicorn’s haunches instead.  She felt something hot and silky (and slightly moist) rub up against her stocking-clad thigh, and blushed as she began to push gently up against it, rhythmically rocking her hips.

Rarity gasped and clutched Fluttershy’s face in her hooves for a moment, crushing her lips in a kiss.  She enjoyed the sensations of that nice, hard thigh pressed up against her sex, but felt there might be a better way to accomplish what the pegasus was going for.  After some time spent just enjoying the closeness afforded to her by the gentle ministrations, she spoke up.  "Yes darling, you have the, hmm, r-right idea.  Let me show you something that might - ah! - h-help a little.” She rolled over onto her back and pulled Fluttershy along, taking hold of the confused mare’s sides and steering her slightly.  "Now, place one knee just below my rump, and wrap the other around my leg.  Hold my leg up just a bit.  Do you see how we fit together? Okay, now, p-press yourself against me--thrust forward! I-It should do the trick for us both.”

Unfamiliar with mechanics of filly-fooling, Fluttershy nevertheless managed to follow Rarity’s breathless, urgent directions, trusting implicitly that the other mare knew what she was doing.  When she gingerly held up the unicorn’s leg, as instructed, and straddled the one that wasn’t raised up, she quickly discovered that Rarity was right: their bodies fit together perfectly like this; pressing together in the most intimate way possible.  It was like when she’d hump her pillow in bed at night, but made so much better by the softness, living warmth and muffled moaning of another actual pony.  Not to mention the feeling of her lover’s soft rear wiggling into her leg, and the slick heat of a needy mare, so nice and snug against her own.

Fluttershy began thrusting and gyrating her hips almost automatically, the wonderful sensations compelling her to move.  The virginal filly couldn’t help but let out a bashful little moan.  "S-so smooth and soft,” she cooed, rubbing and pushing a bit harder and more wantonly before long.  More words occurred to her feverish mind, like 'hot' and 'wet' and 'slippery', but she was far too busy nuzzling and kissing every little bit of Rarity her lips could reach to be able to utter them.  The stimulation was already building up some tension inside of her abdomen again, although she resolved not to allow this to keep her from focusing on Rarity’s needs, first and foremost.  She sped up and shifted slightly, trying to discover, through trial and error, which movements made her fellow female squirm and whimper the most. 

“Ah, Fluttershy, I think--I think my leg is started to fall asleep,” Rarity said sheepishly, after a while; she hated to interrupt the passionate moment.  But Fluttershy merely nodded and shifted her hind legs, trying different ways to accomplish the same closeness, searchingly thrusting and grinding in a heated quest for pleasure.



Click for uncropped version. Nothing too explicit, but NSFW.

It was both fun and frustrating, the two mares giggling as their entangled bodies slid and pressed together, kissing and nuzzling and cuddling constantly.  It wasn’t long before, quite by accident, in something akin to the missionary position, Fluttershy found a comfortable way for them to press together.  She soon found a problem however; Rarity’s panties where in the way of direct skin to skin contact.  Uncharacteristically impatient, in the heat of the moment, she leaned down and tore the silken garment from Rarity’s hips with a sharp tug of her hoof.  Oh... my... Even their clits kissed and teased against each other now, causing the stereophonic moaning to grow louder and louder.

“S-sorry -ah- about the panties,” Fluttershy whimpered apologetically, although she really didn’t feel very sorry at all.  It felt weird to talk during their lovemaking; her voice sounded all wavery and she couldn’t keep herself from gasping and nickering in between words, which was a little embarrassing.  But for once, the quiet pony felt an irresistible urge to express her feelings, welling up from deep inside.  But what should she say? “This..  this feels really nice.  I love... this, Rarity.” It wasn’t much, and didn’t begin to cover the extent of her horniness and affection - but it was a start.

Rarity leaned up for a moment, crushing both of their bodies together, and kissed Fluttershy.  “I-I can always make more, -ah- for the love of Celestia please keep doing exactly what you are doing!” She collapsed back on the bed and ground her hips into Fluttershy for good measure.

Twilight was wearing a focused expression, intensely studying the two intertwined mares.  "I hadn't even considered--" she muttered softly, cocking her head.  "But what about the friction coefficient? Hmmm.." In the background, near the desk, there was a faint rustling as of paper moving; a violet, shimmering light glowed dimly in the dark.

“What was that?" Applejack wondered aloud, turning an ear toward the incessant scribbling noises.

"N-nothing," Twilight said, the sound abruptly stopping as the faint light around her horn was stealthily extinguished.  

Rarity was in absolute bliss.  She hadn’t been sure what to expect from the shy pegasus; apparently something had been tapped here.  Something... primal.  She marveled at the intensity Fluttershy was applying.  The pleasure was building more and more; somehow this whole experience was far more passionate than anything she had ever experienced with anypony else.

And yet... She despised herself for feeling it.  Fluttershy is not meant for me, I have fallen too far.  I cannot reach her without pulling her down with me.  Why... why am I so weak? Why must you tempt me so? Can’t you see how shallow I have become? Please... do not fall for me, take the experience, learn from it, and find yourself somepony wonderful. Oh but the lust, the feeling of emotions she’d denied herself so long...every touch set her afire.  She’d been with much more experienced and skillful partners, yet none that made her feel quite like this. Though I may damn myself and you... please forgive me for enjoying this.

Every thrust of Fluttershy’s thigh against her sex left her feeling more and more heated.  She murmured words of encouragement, or tried to at least.  So enraptured was she that she supposed it was more likely the words were coming out as mere guttural moans of appreciation.  She whimpered slightly as the feeling grew and grew.  She could feel Fluttershy trembling above her, apparently close to her own conclusion.  She was trying to hold on until Rarity was satisfied - how courteous! Well, when somepony is holding the door, a lady mustn't keep them waiting.  And then... oh and then! “This is the best... possible... thing!” She crossed the threshold.  Her world became awash in heat and pleasure.

Being something of an expert in the field of bottling things up, Fluttershy had indeed been holding off her own orgasm.  She felt her pulse quicken at the sounds her fellow filly was making.  It was kind of cute, really - it almost looked like she was trying to say something... But whatever Rarity’s intention had been, all Fluttershy heard was groans.  She herself could feel the last shreds of modesty and timidity being stripped away, not just by the surges of pleasure, but also just by the sight of Rarity climaxing for her.  Because of her.  She could feel the other mare cumming - every little spasm of that shaking, shapely body traveling into the pegasus’s own.  And the wetness, oh Goddesses, the warm, slick pressure she felt when the nickering unicorn pressed so hard against her, smearing it all over, mixing with her own to create the most wonderful, slippery-smooth feeling ever.  It finally sent her over the edge, and when she cried out it was almost audible.

Feeling exhausted, Fluttershy collapsed on top of Rarity.  The two sated mares kissed with all the energy they had remaining, which, admittedly, was not much.  They lay there for a long while, Rarity still deep in the afterglow, Fluttershy happily spooning with her while they recovered.

“That... was incredible!” Rarity said breathlessly.

“Um, that’s kind of you to say, b-but I couldn’t have been that good.  I’m sorry, I’m not as experienced as the other ponies you’ve been with.”

Rarity propped her head up and looked her in the eyes.  "You have no idea do you? No, of course you don’t.  Then let me tell you.  Experience is not always good.  That... was passionate.  I have always wanted passion, and all I ever found was emotionless sex! Models, other ponies in fashion, even a couple of nobleponies, all of them so filled with ennui. It was just rutting to them, a means to get off.  I became so very sick of it all.  Do you know what I was forced to resort to?”

Fluttershy shook her head.  Her interest was piqued, and her ears perked up curiously.

Rarity got up with difficulty.  She motioned for Fluttershy to follow.  Together they approached a large dresser in the corner of the bedroom.  The unicorn lowered herself onto her forelegs, after opening the bottom drawer with her magic, and triggered something with a prod of her horn.  The sound of a spring could be heard.  Both of them looked down at something that could not be seen from the vantage point of the mirror.

“This is my toy collection.  It’s gotten quite varied over time.” Rarity lifted a small chest from the hidden compartment and began lifting items out of it with her telekinesis, laying them out on the bed.

“Oh wow, is that--” Twilight leaned in a bit closer to the mirror, getting a good look.  "And--And also--” She giggled fillyishly, giving Rarity a look of surprise.  "I’ve seen those in the catalogs, but they’re so expensive! Oh! Oh! And isn’t that...?” The fascinated mare fell silent and stared, open-mouthed and more than a little giddy.  Her eyes seemed enlarged somehow, and she swallowed hard.  "I’ve never seen one quite that big before...”

“Yes, I graduated from hairbrushes some time ago.”

They came in various shapes and sizes.  Some seemed designed to be operated by hoof, others were clearly designed to worn with some sort of strap holding them at the waist.  And others seemed to be designed to fit one end in one pony and the other in another.

Fluttershy wasn’t quite sure how a lot of them would work.  In her uttermost need, the lonely mare had certainly considered getting a battery-operated coltfriend, to relieve some of that tension without all the complications of actually, you know, talking to somepony.  So she had, like Twilight, certainly browsed a few catalogs - blushing more and more at the turn of each page, even in the privacy of her own cottage - but she had never actually ordered anything.  The prospect of a mailpony knocking on her door was already plenty uncomfortable to her without the awkwardness of having something like that delivered to her.  And as for going out and actually buying one herself? She once spent an hour and a half across the street from a store that sold such commodities.  And... that was as close as she’d gotten.

Suddenly, Fluttershy noticed a particularly extravagant, elaborately decorated box, bearing the logo of a company named... Chekhoof’s Toychest.  It seemed new - even unopened.  Perhaps Rarity could not quite bring herself to use it?

“Not that one!” Rarity panicked slightly when she noticed what Fluttershy was looking at.  That had been an impulse buy during her last visit to Canterlot; she’d quite forgotten she’d put it in with the rest.  She looked up guiltily at Fluttershy and smiled a little, looking nervous.  "Let’s just... put this away, shall we?” She hastily tucked the box under the bed with her horn.

Fluttershy blinked, a bit bewildered by that reaction, but her attention was quickly grabbed by something else: there was one other device that stood out from the rest.  It was far more realistic in look - at least, as far as she could tell.  The device had an intricate rune inscribed on the side, and was entirely transparent; in its core there appeared to be embedded a large diamond.  In spite of the adamantine look, however, the surface appeared to be quite soft and giving.  Finally, there was a curious ring attached to the base of it, also marked with a rune.  She looked at it questioningly.  

"Oh.  That one,” Rarity said, ”I call it... Tom.  I picked him up because I wanted to see how the other side lived.  When activated, a unicorn can feel the sensations the member feels.  It’s the closest thing one can come to having a - ahem, well... a penis.  Without having been born with one, that is.”

Picking it up with her magic, Rarity decided to demonstrate, slipping the ring off the device and levitating it onto her horn, allowing it to slide down into place somewhere close to her forehead.  She gasped softly when, with a small spark of magic, the connection was made.  The rune on the device was now glowing, while a second rune lit up on the ring on her horn.  New, subtle sensations were coming from the previously inert member before her.  "It relays any and all sensations back to the user, becoming a sort of second horn, if you will.”

A flabbergasted and flustered Fluttershy looked at the foreign object for a long while, before gingerly prodding it with a hoof.

Rarity shivered.  "Do be careful darling.  The relay is quite good, I can already tell.”

“Second horn.” Applejack repeated the statement, but comprehension still didn’t dawn right away.  "Waaait...” she cocked her head, looking from the vaguely phallic, spiralled spike on Rarity’s head to the lightly glowing one Twilight was sporting.  The bit finally dropped.  "Y’all stick them shiny pointy things into other ponies?” She seemed half confused, half... something else.

“Well, personally, I do not indulge in - how to put it - hornplay, as a rule.  But yes.  It is, after all, a long, blunt, hard object with a high degree of sensitivity, under certain specific circumstances.” Rarity looked to Twilight for support.

“Rarity’s right; direct contact with a unicorn’s horn can result in very pleasurable feelings, providing the horn’s bearer happens to be channeling magic through it at the time.” Twilight hesitated momentarily, staring at the ground and looking strangely reminiscent.  She absentmindedly touched a hoof-tip to her own horn and shivered.  ”One of the most, erm, intimate ways unicorns can interact with each other is dual-casting by touching their horns together, actually.”

“Well I’ll be darned.  Really can do anything with those things!” Applejack eyed Rarity’s horn curiously, the unabashed scrutiny making the white mare feel unusually self-conscious about the pearly protrusion, which she usually wielded with such pride.

“So what happens when y’all get real excited?” The earth pony, traditionally wary of anything related to unicorn magic, seemed unusually eager to learn.

Twilight scuffed a hoof nervously.  "That’s... a bit embarrassing.  Too much stimulation can lead to, erm, spontaneous casting.”

“Again in plain Equestrian, y’all don’t mind?”

“Um...” Fluttershy said placatingly, “I don’t mean to interrupt, girls, but maybe you could find out the answer to your question by just being a bit more patient, Applejack.  If--if you want to, I mean.”

“Alright, fair enough.  Just curious is all.”

Intrigued, Fluttershy glanced from the unique toy to Rarity, and then back again.  Unicorn magic, and the contraptions it could create, never ceased to amaze the thoroughly non-magical pony.

“T-Tom?” she murmured, slightly confused by the practise of naming one’s sex toys, but finding the name strangely appropriate somehow.  It was a strong name.  Masculine.  Saying it aloud felt kind of weird - like equinizing an inanimate object.  She knew this had not been Rarity's intent, and that the only reason she gave it a name was probably just to make playing with it by herself just a little bit more personal or romantic.  But at the same time, the toy was sort of alive.  It was clearly connected to Rarity, after all, as the reaction to her tentative touching had clearly demonstrated.

Fluttershy’s mind started racing, filling up with dirty thoughts that only worsened her already extremely persistent blush, and frankly surprised her.  She never thought she had it in her... But the potential of the toy was almost overwhelming.  All the wonderful things she could do to… Tom.  And by extension, to Rarity.  If only she wasn’t so inexperienced!

“Um... Rarity?” Fluttershy was looking everywhere but at the pony she was addressing when she spoke.  Even after making out with the other mare, and their little session on the bed, her inability to express herself still plagued her.  Given the subject matter, however, she could perhaps be forgiven for stammering.  "I’ve never, um, made a colt happy with, you know, my muzzle?” She had to force herself, but politeness compelled her to look Rarity in the eye when she asked, ”C-could you teach me? You know, for... future reference.”

Rarity froze, she had always wanted to test this one out, but hesitated at the thought of going further still with this innocent mare.  You know what will happen.  She is not like you, she cannot separate emotions from lovemaking; you will break her heart as assuredly as Dash did, but you will know why it’s happening! Surely you don't want that? Our lovely Fluttershy, pining over a pony that used her like the sex toy you even now have strapped to your waist? “B-but I do care for her...” she whispered to herself.  It is not enough! It will never be enough to be worthy of Fluttershy.  You'll be lucky if you haven't traumatized her beyond recovery as it is!

“Oh! Well, um... I suppose I could give you a few pointers, dear.” As much a she tried to hide it, Rarity’s hesitance was undeniable.  ”Here, allow me to get the necessities needed to properly fasten him.” It... wouldn’t be very selfish of me to simply want to teach her a little more.  She needs guidance.  I can provide it.  It’s assuredly generous to want to aid her.  She’ll be more confident.  She will be able to speak up to the pony she loves, one day.  

Rarity rummaged through her toy chest and produced the harness, which she used to affix the strap-on carefully to her waist, feeling the air caress him as he moved.  She sat down on her haunches, facing Fluttershy, leaning back against the bed a little and spreading out her forelegs behind for support.  She tried to get as comfortable as possible whilst still offering easy access.  "There we are! Now, to begin, just be very gentle, particularly with the hooves.  Remember, I can feel everything, so again, please do be careful.”

“I will..” Fluttershy said, gulping, her eyes fixed on the suddenly somewhat intimidating toy between Rarity’s hind legs.  The fact that it was attached to her friend - however bizarre that was on the face of it - actually put her at ease a bit.  She would probably be lousy at this, and make a fool out of herself, but at least Rarity wouldn’t laugh at her.

Slowly, almost reverently, Fluttershy lowered herself to her knees in front of the magically endowed mare, her front and hind legs tucked neatly underneath her body.  She nervously studied her transparent charge, wondering how it compared to the real thing, but silently grateful that it wasn’t yet.  Still, she might as well pretend she was really going to try to please her very first coltfriend...

“Oh, don’t worry, Mr Tom, sir,” Fluttershy said, in a chipper and reassuring tone of voice, “this won’t hurt a bit, I promise.” Then she realized she wasn’t supposed to sound like she was addressing one of her animal friends.

Rarity just smiled, amused by the other pony’s adorable little charade.  She nodded and decided to just play along with it.

A nervous giggle from Fluttershy followed.  She was really only worried about Rarity, of course; it was clear that the unicorn mare was still rather sensitive and worn out from before.  So it was with the same tender, gentle care with which she would pick up a baby bunny that Fluttershy leaned forward and lightly pressed her nose to the see-through shaft.  She found the surface smooth and pliable despite the hardened, crystalline look.  The texture was kind of pleasant, too, and the toy was surprisingly warm to the touch.  Letting him slide up and down her soft cheeks and snout, and running her moist lips along his length, Fluttershy took her time to become intimately familiar with her “colt’s” endowments.

“D-does that feel good?”

Rarity gasped, as much at the sight as the sensations.  She could just barely feel Fluttershy’s front teeth grazing the “skin,” however.  "D-darling... do watch the teeth.  I don’t believe you can actually damage him, but I would certainly feel that...”

“Oh, I’m so sorry, Rarity.” Fluttershy anxiously made a mental note of that before lowering her eyes again, swallowing in anticipation.  "I--I’m going to take you into my muzzle now, Tom.  But, um, I’ll be extra careful, so don’t you worry, okay?” She fondly kissed the very tip of the magical strap-on.  There was a cute little kissy smooch-pop noise as she did so, which made the prurient pegasus giggle.

Rarity’s eyes seemed ready to roll to the back of her skull.  The sensation was amazing.  Oh my darling, do you have any clue what you do to me? "Y-yes... that’s fine darling.  Do... keep doing that.”

“Okay...” Fluttershy beamed, feeling like she might actually be getting the hang of this.  It wasn’t nearly as hard as she had feared.  Although, of course, she was only just getting to the trickier parts.  She wasn’t quite sure how it was all supposed to fit... It would probably help if she made sure her colt was nice and slippery, first.  That seemed straightforward enough.

Licking her glossy lips, so that they were nice and wet and shiny, Fluttershy made sure her muzzle wasn’t dry by swallowing a few times, working her mouth and tongue.  She stared up at Rarity rather than at the toy, this time, and began licking, dragging her wet tongue slowly from base to tip.  The diligent little pony slathered the artificial erection in marespit like this, in a distinctly unladylike fashion, complete with cute, wet, murmuring noises.  She did not miss even a single inch of silicone.

For once, Rarity didn’t seem particularly inclined to disapprove of such uncouth and unbefitting behavior.  In fact, her own tongue was lolling out cutely from her half-open muzzle.  "Oh darling, y-you really can make anything look dainty and cute, can’t you?” She took a deep, shuddering breath, her horn already glowing ominously.  ”Keep looking at me as you continue, darling,” she instructed.  ”Remember this: tending to a stallion like this is as much about showmareship as it is about technique.  Exaggerate your actions - lick your lips, much as you just did, as though he tastes simply divine.  Say things in your most seductive voice - it doesn’t matter if it’s all cliches.  And use your eyes... give me that look.”

“What look do you mean, Rarity?” Fluttershy hung on her every word, the one ear not hidden by her mane perking up and swivelling forward.

Rarity smiled, tipping the kneeling pony’s snout up a little with her hoof to get a good look at her.  "Not unlike the one you are giving me right now, my dear.  Think puppy dogs, and you shan’t be too far off.  You want him to believe that you are loving this.  That you love him.”

“I--I think I can do that...” Fluttershy said softly, the mental image of cute widdle cuddly puppies bringing a smile to her lips.  She pressed that smile to Tom’s unflared head again, her one unobscured eye looking at the big toy, seeming shy and apprehensive.  But then the cute pegasus reached up and tucked a few stray locks of mane behind her ear, and hit Rarity with the mirror opposite of one of her infamous stares.  Her beautiful wings lifted a bit, adding to her already angelic appearance, and her big, blue eyes were simply radiant, full of affection and adoration.  They showed concern, watching intently for any sign of discomfort when her prolonged tip-kiss grew more insistent and her soft lips yielded to allow the blunt, well-lubricated tip to slip into her mouth.

Rarity threw her head back a bit and neighed, quickly biting down on her lower lip to keep from letting out even more embarrassing noises.  Her nostrils flared as she tried to force her deep, panting breaths through her nose.  "G-good girl.  That was very convincing...”

“Hmm..” Fluttershy mumbled, the vibrations of her quiet voice transferring to the plastic stallion her lips were wrapped around.  She had to open pretty widely, but she managed.  Very carefully, she suckled a little and started swirling her tongue, curious about the - probably not very lifelike - taste.  The experience was rather unexpected; the warmth she had felt in the magical toy before had only grown, reaching the levels of living heat radiated by a very erect and excited stallion.  This was probably due to Rarity’s magical energy coursing through those solid veins.  Fluttershy could feel it on her tongue and the roof of her mouth.  It felt kind of... tingly.

Rarity, whose magic brought the toy to life, shuddered, a small spark appearing at the very tip of her shimmering horn.  "That’s -ah- lovely darling, you are doing wonderfully.” She flashed a strained smile, trying to maintain the role of the experienced instructor but finding it harder and harder to actually think.  Energies built up in her body in a way unlike any spell she’d ever cast.

“Yay!” Fluttershy cheered quietly, her voice slightly muffled.  With careful enthusiasm, the ardent student let her lips slip further down along the shaft of Rarity’s recently acquired stallionhood, finding that she could accommodate quite a bit of it in just the length of her muzzle.  Taking the toy deeper proved possible, but the feeling of something bumping into the back of her throat - and the funny swallowing noises that tended to produce - was just a little too weird, even if the accomplishment of taking the whole thing, bumping her nose into Rarity's soft tummy, made Fluttershy giddy with pride.

“Um... Oh Tom.  You’re sooo... big?” Fluttershy bashfully observed, after letting the glisteny-slick strap-on stallion slip from her mouth since she needed a moment to take a proper breath.  She almost added ‘..and so cute!’ - but stopped herself in the nick of time, realizing that that probably wasn’t a very appropriate adjective to apply to a colt’s pride and glory.  "And you're all slick and shiny now," she pointed out, flushing a bit when she realized all that of slippery stuff was hers.  "It's okay, though.  Um... I'm... I'm very wet, now, too."

Rarity had to smile at the brave attempt at sweet-talking, although the subtle twinge of coldness from the other female’s breath wafting over the dripping-wet toy, linked directly into her pleasure center, turned it into more of a shivery grin.  Oh Celestia.  Would that I had met you before any of the others, my dear.  

Now that she had firmly established, once again, that the whole talking thing really wasn’t her forte, Fluttershy returned to using her mouth for other, more exciting and novel things.  With a cute little -nomf- she opened wide and took the lipstick-smeared, transparent toy into her mouth again, then began bobbing her head, using the lubrication afforded by the luxurious coating of saliva to slide Tom in and out without much resistance.  The inevitable, wet sucking noises quickly made her blush, but she did not let this discourage her.

Rarity groaned, the sensations beginning to become too much for her.  The weakened unicorn leaned back a bit, moving into more of a reclining position, her back propped up against the side of the bed.  She had little idea what this was supposed to feel like for a stallion, and had never had anyone indulge her in hornplay before.  But this... this was divine.  She found herself bucking her hips involuntarily, even though she had sometimes hated that tendency in males she’d treated to some oral affections herself.  She sympathized with them now - it simply felt too good.

And of course Fluttershy, agreeable pony that she was, simply let her have her way.  She adjusted her own movements to take Rarity’s twitching hips into account, and eventually just stopped entirely, allowing the overwhelmed, heated mare to mate her muzzle.

“F-Fluttershy, you--I...” Rarity panted incoherently.  She could feel the slight roughness of the other pony’s tongue, rubbing along the bottom of the horntoy.  The tip of that exquisite pink mare-muscle stuck out of Fluttershy’s muzzle, just below the sliding shaft, as she tried to keep it flat and out of the way.  At times, the unicorn’s erratic movements made things misalign a little, penetrating the poor pegasus’s muzzle at awkward angles that made her concave, flushed cheeks suddenly bulge a bit.  All in all, it was such a lewd sight; a sight only enhanced by Fluttershy’s natural beauty and seeming innocence.  And those gorgeous eyes... so happy, so shy, so eager to please.

There was so much love in them... 

Rarity’s reaction to this sight was one of shock.  Her thoughts, already incoherent from the impending climax, grew frantic.  No... nononono don’t, not me.  I can’t... Oh Celestia, Fluttershy you can’t love me! I am a worthless pony.  I have nothing to offer you but experience.  Please... just use what I teach you, find somepony else! I’ll do anything for you, but love... I can’t! Don’t... don’t!

Rarity’s horn was throbbing with energy being relayed from the ring around it.  She was panicked, not wanting to know Fluttershy loved her, and yet seeing that adoration in her eyes sent waves of joy throughout her body, adding to the already intense sensations.  She loves me! Oh Celestia help us both! She reached a mental threshold, her mind reeling as it teetered on the edge of that vast precipice.  Any more and she would surely--

With one little swipe of her tongue, Fluttershy brought her over the brink.

Throwing her head back, Rarity whinnied desperately; her curls danced and bounced dramatically, her hips - and eventually her entire body - trembled.  The energy that had been building till now rushed to its natural outlet.  Her horn pulsed and shot out a beam of colorful energy, almost like fireworks, thankfully doing no real damage to the ceiling.  She felt as if inside of her there was a dam with but one small floodgate open, with torrents of magic pouring through from some vast, inner reservoir.  When the mind-blowing orgasm had finally subsided, she rested her head on the edge of the bed, gasping with every inhale.  Tom slipped out of the pegasus’s mouth with an audible -pop- as the air pressure equalized.

Twilight stared at the mirror, entranced.  "Rarity?”

“Yes Twilight?” Rarity did not look away from the mirror either.

“Where did you--”

“Small shop in Canterlot.  On the corner of Hurricane and Mane.  No sign, solid black door.  Tell them I sent you; I get a discount for sending referrals.”

“T-thanks.”

“You are quite welcome.”

Panting softly, her lips still sensually parted, Fluttershy needed a moment to gather her thoughts and massage her slightly sore jaw.  It was like she had zoned out there, for a moment, similar to when she’d been scissoring with Rarity, the repetitive but pleasurable activities lulling her mind into a hypnotic sort of trance.  Slowly, she closed her now Tomless mouth and wiped the drool from her chin and lips.  Her eyes strayed to the ceiling, noting that the new skylight she had half expected to find there was thankfully absent.

Fluttershy gulped and worriedly asked the obvious, most pertinent question in this situation: “Do--do stallions do that when they...?” She knew something was supposed to come out, but this kind of eruption seemed rather hazardous to a pony’s health.

“No, no, not at all... that is more a unicorn thing,” Rarity hastened to assure her, despite still being badly out of breath.  Don’t address it... maybe if you keep your cool she won’t say the words.  Then you can find her somepony worthy of her attentions.  There has to be somepony else, anypony! I..  can’t my darling, not the way you deserve.   ”To be honest, I don’t believe male unicorns would react this way.  The stimulation would involve other parts of their anatomy, you see.  Although were you to do... what we just did, to their horn, the reaction would probably be similar.” Seeing the other mare gulp, she smiled and added, ”It’s not exactly dangerous, darling.  It's literally an expulsion of pure magic, but with no intent to give it form.  It may numb your tongue just a bit were you to have it happen in your mouth.  Think of a small shock of static electricity.”

“O-okay,” a wide-eyed Fluttershy said, feeling slightly relieved.  Rarity’s small pyrotechnics display had seemed pretty spectacular, but she trusted the unicorn’s expertise - especially since it pertained to her own tribe of ponies.  

The two shaky friends climbed back onto the bed together, and the difficulty they both had with this simple undertaking, wobbly and weak-kneed a they were, was the source of much hilarity.

Purely on impulse, Fluttershy hugged Rarity, resting her chin on the other mare’s shoulder and closing her eyes.  "Thank you, Rarity.  That was very, um, educational.” She smiled happily.

“So you two dating now, or what?” Applejack said, smirking and trying to ignore the droplet of hot sweat clinging to her scalp somewhere below her thick, straw-colored mane.  In her family, wedding proposals wouldn’t have been far off after what those two just did together.  

“Um... not exactly,” was the quiet reply from Fluttershy.  She turned to Rarity for support.

“We are... still defining what we are, exactly,” Rarity replied demurely.  ”Not quite marefriends, but definitely more than friends.  It is just - how to put it? - you see, I have some... issues.  Fluttershy is helping me get past them, the more we spend time together.”

Twilight screwed her face up in confusion.  "What could possibly be so complicated? You two seem to be happy enough together.  Don’t you love her?”

“Love is difficult for me,” Rarity replied in frustration.  "I just want what’s best for her, before I go announcing to the world... I want to know that it is, in fact, me.”

“Rarity, it’s okay.  I know you’ll say it when you are ready.  I’ll wait.” Fluttershy reached her forelegs around the unicorn and held her tightly.

Rarity kissed her lightly on the muzzle.  "Thank you for your faith in me, my darling.”

Applejack tilted her head slightly, joining Twilight in her state of confusion.  "What’s your deal, pony-girl? Shy here’s head over hooves for you, but y’all’re cool as a cucumber.” She treated the incomprehensible pony to a green-eyed glare.  ”Fixin’ to get upset at you ‘bout that.”

“Oh, please don’t be mad, Applejack.  Rarity just had some, um, unpleasant experiences.  It’s taking time, but Doctor Fluttershy has just the treatment regimen.” There was hope in her voice, even though she knew her medical experience was limited to splinting sparrow-wings and nursing bruised and battered bunnies back to health.  The wounds Rarity bore would take more than a little bandaging to fix...

Rarity angrily glared at Applejack.  You have no idea what you are talking about! "This was a mistake, I never should have shown you any of this.  I won't show any more.  Think what you wish of me." She knew what was coming next, and it was far too personal to show off like some prize.  She had been given a gift by Fluttershy - one that could never be given again.  She would not sully the experience.  She got up from the bed, slammed open the bedroom door, and ran down the stairs to flee the accusations that only screamed louder in her own mind.

“Rarity! Rarity, wait!” Fluttershy cried.  In a flurry of feathers she was after the fleeing mare, faster than anypony present had ever seen her move.

Twilight and Applejack looked at each other anxiously.

Surely their slumber party couldn’t end like this?




“The lads I've met in Cupid's deadlock
Were - shall we say? - born out of wedlock.
They broke my heart, they stilled my song,
And said they had to run along.”

“A heart in half is chaste, archaic;
But mine resembles a mosaic-
The thing's become ridiculous!
Why am I so? Why am I thus?”

- Dorothy Parker, "A Fairly Sad Tale"
> Fluttershy: Fervor
> --------------------------------------------------------------------------



Co-written with Steel Resolve
Commissioned artwork by Spittfire



“Rarity! Rarity, wait!” Fluttershy cried.  In a flurry of feathers she was after the fleeing mare, faster than anypony present had ever seen her move.  Soaring down the stairs, she dove at the mare attempting to pry open the door and clumsily tackled her.  She stood over Rarity, panting from the exertion, a little startled by her own, uncharacteristically assertive course of action.  “Stop... Please...”

Rarity looked up with a flash of anger, but there was something else in her eyes: panic.  “Darling, we need to just stop, don’t you see? You know very well what else happened that fateful day.  It was all special to me, I don’t want to share it.  I won’t have what we shared be cheapened by a silly game.  Please, can’t we just end it here?”

When she finally had her breathing under control again, Fluttershy still didn’t quite know how to respond to that.  Part of her actually agreed.  But something was off, and didn’t quite ring true about Rarity’s statements.  She stepped aside and helped the prone mare up, apologizing profusely for the flying tackle.  She kept a wary eye on Rarity, though, wondering whether she might bolt for the door again.  “Rarity? Um... I told you, I am not the least bit ashamed about what we did.  Sure, it’s a little embarrassing, but... is this like before? Do you want to stop because of me?” She closed her eyes, chewing on her lower lip, her feathers ruffling slightly as she felt emotions welling up within her which she seldom allowed to surface.  She planted both her front hooves on the ground with a semi-loud -clop-.  ”Stop... stop trying to protect me!” she whispered.  But, as whispers sometimes do, it almost sounded like yelling; her tone frustrated and a little offended.

Rarity looked into the eyes of her lover, trying to summon up the will to sound reproachful, but finding she just couldn’t do it.  She couldn’t continue to lie about what was truly bothering her.  It wasn’t fair to Fluttershy.  Applejack’s accusations had hit far too close to the mark.  She felt her whole body sag in defeat, and found herself staring at the floor so she did not have to look Fluttershy in the eyes.  "Has it occured to you it's not necessarily you I wish to protect? That I might feel some shame for my actions? For my inability to properly reciprocate your feelings?" She spoke very quietly, sadness weighing heavily in each word, tears streaming down her face.  "I don't know if I can show this to anypony else.  Please, I feel mortified enough that you know.  The pony I became... she offends me now.  I cannot believe I was once proud to be that mare.  D-don’t make me bare my soul to them.  Please.  I simply can’t!”

Then Rarity fell silent, peering past Fluttershy and trying to erase the tears from her cheek, letting out a loud sniff.  At the top of the stairs, she had spotted Twilight and Applejack.  Both ponies stood stock-still on the threshold, looking very uncertain, having swiftly realized that the scene unfolding below them was extremely personal, even though it involved them in a way.  Neither fully understood the reason for Rarity’s outburst.

After a moment, Applejack made to climb down the stairs as well.  Her first reaction to Rarity storming out of the room had been one of annoyance; she loathed theatrics like that.  The sight of the unicorn crying, however, had the usually stoic mare wincing with very real pangs of guilt.  The sight made her instantly regret the harsh words she had spoken.  She’d gotten so caught up in sticking up for Fluttershy - whose fragility and inability to stand up for herself tended to bring out her protective, maternal side - that she hadn’t seen the truth: even the pony whom she considered her equal, with whom she never minced words or bothered to sugar-coat things, could be vulnerable.  Rarity wasn’t just being a drama-queen, this time.  This was genuine anguish.  And she had failed to see that.  She needed to make this right.

But with a swiftly extended foreleg, Twilight stopped Applejack, solemnly shaking her head in response to the puzzled earth pony’s questioning glare.  She looked meaningfully at Fluttershy, who was quietly comforting a very distraught Rarity with a tenderness that touched her heart.  Then she nodded, and gestured back towards the bedroom with her horn, resolutely turning around.

Applejack hesitated only a moment, staring down at the still softly sobbing mare.  The soft, whimpering sounds seemed to be truly painful for her to bear, a fact made evident by her gritting teeth and the way her ears were flattened.  But when her searching eyes met Fluttershy’s, she seemed to relax a little, mollified by that gentle gaze.

‘I’ll take care of her,’ those eyes said.  

Nodding acquiescently, Applejack, too, turned and retreated to the bedroom, leaving Rarity in the capable hooves of Doctor Fluttershy.

“We’ll, erm--We’ll be up here if you need us, girls!” Twilight called over her shoulder, before quietly closing the bedroom door to finally grant their friends a little privacy.

After nodding gratefully, even though Twilight had already gone, Fluttershy spent several more minutes in silence, merely offering Rarity her presence and warmth.  She had clearly misinterpreted Rarity’s emotions - this wasn’t about her after all, nor about a prudish sense of shame for some of the things the two of them had gotten up to.  This was a different kind of shame.

Looking miserable, Fluttershy sat down next to Rarity, a bit lost on what to do now that their usual roles were suddenly reversed.  She didn’t have to think long, though - kindness compelled her to reach out to the unicorn, to gently stroke that beautiful mane and caress those stained cheeks.  Looking her in the eyes, Fluttershy murmured, “Don't do it for me, then.  Y-you know I won’t make you.  And don't do it for them, either.” She paused, glancing at the door at the top of the stairs.  ”Do it for yourself, Rarity.  These are our friends.  They care about you.  Even Applejack, although she can be bit, um, irritable, at times.  If you share your pain, it may help you heal... It’s--it’s not healthy to keep everything bottled up inside.  I mean, I should know.  Keeping important things to yourself, it’s--" The timid mare swallowed, suddenly looking a bit uncomfortable.  Almost guiltily.  “It’s bad.” She ended lamely.

Rarity threw her forelegs around the kind mare and began to weep softly.  For a time she simply held Fluttershy and cried into her mane.  Her friend reciprocated, gingerly tightening the embrace by putting her legs around the unicorn and simply allowing her get it all out of her system.  Finally, the fashionista regained her composure enough to speak.  “Y-you’re right of course, I am such a silly filly at times.  And a vat of contradictions, to boot - you must be dreadfully frustrated with me! One the one hoof, I wallow in shame for my past life, on the other, I’m too proud to let anypony help me.  Even you.  H-here you are, offering me everything I have yearned for all these years, and I find myself afraid to accept it.  Too scared to open up and share, even with my closest and dearest friends; whom, I know in my heart, would not hesitate to entrust me with their darkest secrets.

“Let’s... go back up to them, then.  I think I shall be alright now.” She kissed Fluttershy on the lips sweetly.  “Thank you my darling, thank you for not allowing me to be weak.”

“Y-you’re not weak, Rarity,” Fluttershy stammered, smiling a little and touching her freshly kissed lips with the tip of her hoof.  She was still getting used to the novel, tingly sensation it left on them, and honestly didn’t quite know what she did or said to make Rarity calm down and change her mind.  “You are one of the strongest ponies I know.  Um... You’re always ready to make sacrifices; to ignore your own needs in favor for those of others.  Always looking out for your friends, and willing to give everything without asking for anything in return.

“Remember when you found me? The day I fell from Cloudsdale? I was tired, I was hungry, and I had no friends other than my animals.  I needed help, and I found you.  You stayed with me, you were patient with me.  When I couldn't get anyone else to understand me, you were there, nuzzling me until I squeaked out the words to you.  You found help for me.  I don't know what would have happened if it hadn't been for you.” Even after these reassuring statements, the concerned mare still decided to keep a close eye on Rarity, who came across as shaky, emotional and everything but ‘alright’, despite her claims to the contrary.  Fluttershy offered a her a helping hoof, using a few quick beats of her wings for leverage as she pulled the other mare back onto her own four feet.

"You were so lovely, my pony who fell from the sky,” Rarity reminisced, as she gratefully took hold of the proffered foreleg.  ”I think I had a crush on you even then.  Of course we were both too young to even comprehend such things.  But you had to go home.  I-I missed you my darling.  I wish you had been there when I first tried to find love.  My life would be much different now.  But you are here now.  That's what's important.  I am sorry, I'll do my best to be stronger."  She nuzzled Fluttershy affectionately.  “Thank you for being here now.”

After they had both gotten back onto their hooves, the pegasus spread her wings and gracefully ascended the stairs, holding hooves and leading Rarity back up.  “I want to make us work, you know,” she said very softly and earnestly, when they had gotten back to the door.  She couldn’t look Rarity in the eyes for the moment, minutely studying her hooves instead.  “I want to help you feel better.  It’s just--I’m afraid I can’t do things like this alone.  I’m just no good, really.  I’m kind of hoping Twilight or Applejack would know what to do.” She smiled happily, seeming glad to have friends she could rely on.  ”They’re both really smart, in their own way...”

Rarity stopped her before she had a chance to open the door.  “Never... ever... say... you are no good.” Punctuating each word with a kiss on the lips.  “I won’t hear it from you ever again.  Do you understand, darling?” She smiled, her eyes still a bit red from crying earlier.  “Just keep being the wonderful mare you are.  That alone makes you more than ‘good.’”

Giggling, a flushed Fluttershy shot Rarity an intensely grateful and relieved glance.  That had sounded a lot more like the Rarity she knew.  “Sorry.” She mouthed the word, but did not say it, possessing enough self-awareness to know it was a phrase she grossly overused.  And Rarity probably wouldn’t tolerate her being needlessly apologetic, either.  “I-I will.  But only if you promise to do the same,” she said, emphasizing her words with a fond little nuzzle and affectionate nose-bump.

With a little exclamation of effort the pegasus yanked the door back open, only to be deluged in a veritable tidal wave of eavesdropping pony.  Both a very anxious and apologetic Twilight and a sheepish but trying-to-be-casual Applejack hastily hopped back to their hooves, picked up the two startled ponies and dusted them off a little.

After clearing her throat conspicuously, a guilt-ridden Applejack inquired, “So, we good?  Y’all ain’t gonna dash out into the rain after all?” It spoke volumes about the - previously slightly antagonistic - earth mare that she didn’t make some sarcastic remark about precious manes being ruined or carefully manicured hooves getting muddied.  In fact, if you overlooked her brusque words and mannerisms and focused just on her eyes, one could tell that she was, in fact, looking at Rarity with genuine concern.

Rarity nodded gratefully.  She found herself a bit touched at the concern.  Fluttershy was right of course.  It would help to share, even if it was painful to relive some of this.  When did she get so wise? I feel like such a fool compared to her now.   “I’ll be fine now.  Thank you for your patience with my outburst.  Having taken you this far, I believe I will show you the whole of it.” She took a deep breath and touched her horn gently to the mirror.  “Let’s continue.”



Heaving a contented, blissful sigh, Fluttershy squeezed just a smidgen harder, her forelegs still wrapped tightly around Rarity.  She did so adore cuddling, and normally she only had an extremely unwilling bunny for a snuggle-buddy, who would only ever indulge her for so long.

Every time she inhaled, Fluttershy got a whiff of the expensive perfume she knew Rarity habitually applied every morning.  But beneath that - close as her sensitive nose was to the other mare’s fine and well-groomed coat and smooth skin - the pegasus smelled something far sweeter.  Something comforting and...  nice.  Even the saline hint of sweat, which Rarity would probably want to rid herself of, was strangely pleasant.

“Are you sure you’re okay?” the cuddly but concerned mare asked for the third time in as many minutes.  Her little oral practice-session and the resulting fireworks seemed to have taken a lot out of Rarity.  

Rarity was still basking in the afterglow.  That...  was intense.  There seemed to be a lot more to the toy she’d dubbed “Tom” than was advertised.  The blurb on the back of the box only mentioned “horn stimulation” as its core feature, but that succinct little phrase hardly seemed to do the actual experience justice; the toy felt almost like a part of her, wired directly into her very soul.  

She’d always heard that hornplay was wonderful, but had never indulged herself.  It had always seemed so vulgar and awkward to thrust one’s horn into another pony.  She was curious now though; if merely having her friend’s mouth on the device had felt that good, what would...?  Are you insane? Find some way out of this gracefully now.  She can’t love me, she just can’t.  I have to have been imagining it.  “I’m fine darling, I am glad I could aid in your...  education.”

“You’re a good teacher...” Fluttershy said softly.  She left the statement hanging, biting her lower lip whilst her thoughts just churned away.  “I’ve never been with a stallion, but...” The prospect seemed to make the pegasus a little nervous.  She lifted her head from Rarity’s shoulder, looking up at her with bright but wistful eyes.  “When I do meet one I just hope he’s as patient and experienced as you.”

“I’m certain when you find your special somepony they will be kind as well, darling.  I hope this experience has given you a modicum of confidence at least.  You will find somepony wonderful I am sure.” Inwardly she cringed.  Her own first time had been so...  painful.  The stallion in question had distinctly not been gentle.  He’d been an absolute ruffian.  She’d practically sworn off sex after the horrid affair.  It had left her feeling so...  hollow and worthless.  She dearly hoped Fluttershy found somepony sweet and gentle.  She deserved no less.

Those limpid eyes continued staring at the white mare.  Fluttershy tilted her head just a little, lending a subtle questioning quality to her neutral expression  Something was just slightly off about Rarity’s words; her optimism didn’t seem genuine and her pleasant smile just an act.  The timid mare didn’t say anything, of course; she didn’t dare point out that her friend didn’t sound very convincing, nor did she want to pry and simply ask, flat out, what was on the unicorn’s mind.  That would almost be like implying that her friend was lying.  “I-if you say so,” she murmured instead.

“You will see, there is somepony out there for you darling,” Rarity insisted.  ”They will sweep you off your hooves, and when you feel that you are ready, when you are sure that they are the one, you will make love with them.  It will be perfect!  I can see it now...” She closed her eyes as she painted the idyllic scene for Fluttershy.  ”The lights dimmed just so.  Scented candles glowing softly.  He stands above you, powerful, majestic.  He is a strong colt, with a fiery spirit, but nevertheless he always exercises self-control and constraint, reigning in that passionate fire lest you should get burned.  He holds you gently as you become one and he makes you a mare, and there is little discomfort in the act, for he is a gentlecolt and knows how to treat a lady.  It won’t be at all like--” 

She stopped, realizing that there were tears welling up in her eyes.  She had been describing what her own first night should have been like.  Oh, that scoundrel... How she regretted giving in to his sweet words.  “Oh, I am sorry dear, I found myself overwhelmed for just a moment.  Caught up in the fantasy you see.  Ahem.  You will be fine.  Everything will be wonderful for you.  I-I just know it.”

Fluttershy found herself snuffling softly, as well.  She couldn’t help it; she could hear the regret in Rarity’s voice.  Her keen ears had picked up that same tone of disillusionment before.  Rarity’s attempts to reassure her rang rather hollow because of it, but Fluttershy imagined the other mare was probably trying not to scare her with her own, apparently mostly negative, experiences.  She was bravely putting on a positive front... for her.  

Fluttershy felt grateful, but also a little torn - part of her wanted to let on that she had seen through the sunny and unruffled mask, and wanted to know what had really happened.  But she knew Rarity well... It was pointless to try and force things out of the stubborn mare.  Any attempt to confront or comfort her, when she was working so hard to pretend everything was fine, would just be counterproductive.  But perhaps, just perhaps, they could help each other...? Maybe if she opened up first, and divulged what was truly on her mind?

Fluttershy’s wings clenched up in frustration - if only the last part of her name wasn’t so dreadfully accurate!

Even more convinced, though, that this was what she wanted, Fluttershy gathered every last shred of her thoroughly tucked-away courage and finally suggested what had wanted to ask from the start; what she desired most, in her heart of hearts, even though every fibre of her timid being twitched in protest at the audacity of what she was about to propose.  “R-rarity? Um.... If I asked you to be my first...  Would you say yes?”

“Darling...” Rarity said breathlessly, flicking her ears in disbelief, ”I am honored you would think of it, but... but that should be reserved for the one!  It’s far too precious a moment to spend frivolously! I speak from personal experience here; I made a mistake, long ago.  I...  trusted somepony with that delicate first time, and it was not special.  He was...” She paused just long enough to close her eyes and shudder with shame and revulsion, ”...a brute. So what I can offer you is some sound advice: be careful, my dear.  Do not fall for honeyed words...  And for goodness sake, do not make rash decisions while inebriated; nothing good ever comes from it.” She winced at the memory.

“Don’t have to tell me that,” Fluttershy said morosely, spontaneously deciding to share her own, recent, horrific experience with alcohol.  It was an attempt to Rarity up a little, albeit a slightly misguided one.  But then, she was still shaking with nerves after having finally worked up the courage to ask that bold question.  “I drank a little, for the first time, a few weeks ago, you know.  “At that sort-of-barry little place, um, ‘The Prancing Pony’, I think it’s called?” Fluttershy rambled.  ”Kind of an odd name, really, if you think about it, hahaha! But, um, Applejack and Rainbow Dash were having this contest to see who could do the most shots of cider, you see, and they sort of talked me into trying a little.  J-just a sip.” The suddenly super-talkative pegasus pouted when she recalled the you-did-not-just-do-that looks on her so-called friends’ faces.  ”Later on, I... I found out that Pinkie and I had spent the rest of the night...” Fluttershy closed her eyes, shivering at the mere thought.  Oh, the horror, the horror.  “...on stage, singing karaoke.”

“Oh my, I wish I had been there to witness that!” Rarity pictured the scene, quite eager to evict the unpleasant mental imagery currently occupying her mind’s eye.  “You have such a lovely singing voice, my dear.” She smiled warmly, and cleared her throat, not sure how further to respond to this sudden revelation.  ”But, ahem, yes... just avoid sweet talking stallions - you will know the type when you meet one.”

The unicorn’s smile, however slight, made the embarrassing little tangent worth it in Fluttershy’s eyes.  But they were getting side-tracked, and she wasn’t going to allow herself to back down.  Not this time.  Not again.

Tentatively getting back to the real subject at hoof, Fluttershy grew unusually quiet, even by her standards.  “B-but., um...  Don’t you see, Rarity? I--” She trailed off, her lips still forming undecipherable words while the red glow on her cheeks spread across the entirety of her face.  But despite all this, when the stammering pegasus found her voice again, there was a firm conviction in her pleading eyes.  “I-I’d rather it were you?  You’re my best friend, you know.  And I...“ Another pause, as if she was carefully monitoring, or censoring, her own words.  ”Trust you.  Very, very much.  Stallions, they...  Um, well, they kinda scare me, to be perfectly honest.” A nervous, slightly flakey laugh followed.

“You... oh my, you’re serious, aren’t you?” Rarity said, biting her lip in concern.  There were words left unspoken in Fluttershy’s fragmented sentences - important words.  This confirmed what Rarity had already been suspecting, but had tried to avoid acknowledging.  Fluttershy wasn’t asking for mere experience - she wanted her to be the one! 

Rarity experienced a flurry of frenzied thoughts.  I don’t know if I can trust myself to do that, and I am certain I don’t deserve it.

On the one hoof, regardless of how gentle she was, it was going to hurt Fluttershy; it always hurt.  It was only a question of how much.  Everything they had done thus far was merely external stimulation, she had avoided any use of sex toys for that very reason.  The thought of Fluttershy in pain made her cold to her core.  This was supposed to boost the timid pony’s confidence, to make her feel like a desirable creature who should be loved.  As such Rarity had resolved to do nothing that would result in anything but pleasure for her.  

But... on the other hoof, who else could be trusted? Maybe I can give her what should have been given to me: the perfect first time. 

It sounded reasonable for a millisecond, before Rarity pushed the idea off irritably.  It’s not right, that should be done with the one she loves! And that is most definitely not me; she can’t love me, I won’t have it! You poor dear, I will find somepony, I swear it! 

But then, as before, another voice interjected.  Love is so... fickle.  He told me he loved me, and I believed him.  Then he proceeded to crush my romantic dreams and leave me feeling broken. She didn’t want that to ever happen to Fluttershy.  Even if I can not love her...  I care for her deeply.  Perhaps that is enough? It feels so selfish of me! I would love nothing more than to have such an intimate moment with her... No, if you are even considering this, you will tell her exactly how you feel.  She deserves the unvarnished truth.

She took a deep breath in order to steady herself.  “Darling... if we do this, I want no illusions between us.  This has already been the single most memorable and exciting sexual experience I can ever remember having.  I am being quite honest here.  I... do want this, but I feel I want it for the wrong reasons.  I desire you on a level I was not previously aware existed, and I worry that this is clouding my judgement.  However... I do not love you.”

Beaming proudly at the thought of Rarity genuinely enjoying her company, Fluttershy’s smile quickly froze and faltered when the other mare, clearly struggling for words, finally concluded with her true feelings.  Her eyes grew very wide for a moment; something within them seemed to quiver, before shattering irreparably when Rarity spoke those crucial words.  Each one of them was like a blow - like an actual, physical blow - to her previously hopeful heart.  But the plucky mare hid this, as well as she was able, masking the sinking feeling in her stomach even as she felt the butterflies dying within.



Reliving the moment, and seeing the cruel effects of her blunt admission more clearly now, Rarity found tears streaming down her face.  “I am s-so sorry...”

Fluttershy nuzzled up to her and kissed away the tears.



Rarity hesitated when she saw that smile fade, suddenly feeling quite horrible.  She could see, only now, the impact of her honest words, and the pain that they had wrought.  She turned from Fluttershy, not wanting to see the sadness in those lovely eyes and dearly wishing she take it all back.  Here she was trying to avoid hurting the inexperienced mare, only to end up doing it regardless.  ”I am not saying I could never come love you but...  I don’t feel I love you the way you deserve to be loved at this moment,” the unicorn in the mirror explained, attempting to nuance her harsh words.  ”As such, I hesitate to agree to what you ask.  Should nothing more come of this than a single night of passion, well, honestly, it would be more than enough for me.  I will do anything for you, though: I will teach you anything you wish to know, and I will find you somepony suitable, and deserving of your love!”

There were no tears.  It would ruin the mood, Fluttershy knew, and would probably convince Rarity that she was too fragile and emotional to be able to cope with the jaded unicorn’s caveats.  She wanted to be strong now, or this intimate moment between them would slip from her hooves and probably never come again.  The truth was that a part of her - a seed of self-perceived worthlessness nurtured by countless unrequited crushes - had expected this response.  Had expected worse.  But there was hope, also.  An indomitable light in her heart, unphased by rejection, undimmed by despair, that allowed her to stubbornly cling to even the slightest possibility...  

“I understand,” Fluttershy said slowly, careful not to stammer or allow her voice to waver.  She hid behind a surprisingly convincing, ingratiating smile.  She wanted this.  Desperately, pathetically almost, she still wanted this - even if Rarity did not truly love her, and perhaps never could.  She could preserve and cherish the moments they shared together in her heart forever, even though the memories would be bittersweet; tainted by the knowledge that her feelings went unrequited.  “If that’s the way you feel, then, um... that’s okay.”

Rarity nodded at the words, but felt the pegasus could not properly understand yet.  She would not do the same thing that confounded colt had done to her.  She refused to take a poor innocent heart into her hooves without the owner of that heart truly understanding what was coming.  Moreover, she felt - no, only hoped - that if she explained why she was the way she was, that perhaps the saddened mare could forgive her.  “Darling, please, do not be upset.  I just do not wish to risk you doing this under false pretenses.  I...  have been hurt before - so much so that I ended up latching onto an impossible dream, because dreams couldn’t hurt me.  You recall the fictitious stallion we were discussing? My first time was with a overeager colt who used me and left me to cry upon the bed of broken dreams.  He had no idea what he had done wrong, and could do nothing to comfort me.” The bitterness was evident in the unicorn’s voice.  ”In my mind, it was going to be perfect; it was supposed to be perfect...”

Her face screwed up in anger and frustration.  “For a long while I consoled myself by indulging in the most frivolous of dalliances.  I cannot remember their names or faces, all of them were single-night affairs, mares and stallions alike.  It shames me to admit I cannot count them.  I didn't get what I expected.  I got what I deserved, if we're being totally frank.  The worst of them all? I dated a mare just like myself for some time.  She might as well have been my reflection, we had so much in common, and...  in the end, I was the one who ended it.  Why? Because I hated everything she represented about me.  After that, I decided to turn away from the, ah, carnal pleasures and see what I could do with self-satisfaction.” Rarity’s pale cheeks acquired a rosy color at this point.  ”And while it was certainly...  satisfying, in a way, it didn't actually accomplish what I was hoping to find.”

She shook her head sadly.  “But then you came back into my life.  My foalhood crush, the pony I so often dreamed of.  Every week we would meet, and always I admired you so - and hated myself for it.  Darling... I want so badly to be able to love you.  I want to give you what you ask of me, and tell you I will love you the rest of your days.  I just... can’t.  All this time, I’ve known that I simply couldn't allow myself to feel that way about you.  I felt that, if you loved me, it would taint you, and I care for you far too much to let that happen.

Rarity gingerly reached out, and tenderly caressed Fluttershy’s cheek with the flat of her hoof.  “But now you ask me to make love to you, rather than simply teach you how.  And I... I’m feeling those taboo emotions welling up again.  I’d kept buried them away, where they could do you no harm, but now you seem to share them; to feel the same way about me..."  She began to cry softly, and let her hoof drop back down.  "Why do I have to be such a mess of a pony?! I didn’t feel I could ever be worthy of you.  Even if you say otherwise, I’m not sure I can get past the locks I placed on my own heart, so as to let loose the feelings I want to share with you!"

She turned back to Fluttershy and spread her hooves, as if to convey how she was baring her soul.  “This night, here with you, has meant so much to me.  I can feel my heart beginning to open again...  Frankly I find it both terrifying and exhilarating.  But...  I refuse to lie to you.  Do you see? I am not saying I cannot love you - you are a wonderful pony, you deserve love! I am just saying that I am not sure I know how, anymore.  But...  I will relearn, for you, if that is what you wish, and if you have the patience.  Perhaps...  you can teach me as well.  Will you try?” She cast her eyes downward, shame building in her for having to admit to her own failings.  She had only meant to show her friend that sex could build confidence, and instead she was revealing that...  it could destroy you.

“I’ll try my best,” Fluttershy said earnestly, after swallowing hard.  A tear escaped her, from the one eye not covered by her bangs.  It had seeped through the cracks of her brave and unruffled mask, which hadn’t fooled Rarity for a millisecond.  A dark line of mascara was left along the side of her snout in its wake, making it impossible to hide - but it was okay, because she was also smiling - really smiling - letting out a noise halfway between and chuckle and a sob.  “Because...”  The mare drew in a deep, shuddering breath, and shook her head, clearing her mind and dislodging the silly droplet still clinging to her cheek.  “Because I--I...” With a hoof, Fluttershy pulled aside the disheveled curtain of pink mane obscuring part of her face, and lifted her head, beaming at Rarity, her bright eyes alive with affection.  “Because I do love you.”

There.  She said it.  She finally said it.  Hadn’t even stuttered, there, near the end! “Even if you d-don’t, um, feel the same way.” She blushed.  Same old Fluttershy, after all.  "Please, be my prince..  and treat me like a lady..."

Rarity raised her downcast face as she heard those words.  She looked into Fluttershy’s shining eyes.  In that moment, she felt her heart swell to bursting.  This...  this is what she had been searching for in the faces of all those random ponies.  This is what she should have felt on that night so long ago.  The hurt was still there - she supposed it would never truly leave - but the edges of her scars seemed somewhat softer now.  I am loved... Somehow I will prove worthy of it.  I will find a way, my darling.

Smiling with tears in her eyes, Rarity realized that may well have been the cutest and hottest proposal for intimacy she had ever heard. “How can I deny the request of my lady? I...  feel I am ready to learn darling.  Teach me to love you, I will study hard.” She kissed Fluttershy deeply, holding her head gently in her hooves.

With surprising enthusiasm, Fluttershy returned the favor; the elation of finally having spoken the words she’d been yearned to say made her feel giddy and light-headed, as if a weight had been lifted from her shoulders.  She wasn’t sure whether this counted as a role reversal or not; didn’t know who was the patient teacher, and who the eager student, anymore.  Perhaps it no longer mattered.  And besides, it was hard to ruminate on such details with somepony’s tongue in your muzzle!  She focused on softly suckling on that instead, shivering with a sudden flash of passionate heat that welled up from the molten core of her infatuated little heart.  “Mrr..” she purred into that warm muzzle.  The pegasus seemed to be just full of happy little noises.

Without breaking the kiss, Rarity leaned them both down on the bed.  Pinning Fluttershy down on her back gently before she finally broke away and gasped for breath.  She smiled into her friend’s - no, her lover’s - eyes.  “Y-you’ve learned quickly, sweetheart.  Here, let me prepare you for the final exam.” Looking around the room, she was suddenly struck by inspiration.  She levitated some candle holders over to her bedside, and lit them with her magic.  Now to dim the lights... Yes... everything must be just so.

Rarity kissed her way gently down Fluttershy’s neck, while simultaneously applying gentle pressure on her sex below.  Before she started playing stallion in earnest, she wanted to be certain her love was already on the very brink of release.  My own first time might have been far more bearable if that idiot had had a lick of sense. It’s called foreplay for a reason! As she gently worked her way down, she nipped at that exposed neck, but lovingly kissed every nibbled spot better right away.  She could feel the increasingly impassioned squeals vibrating in the throat pressed against her teasing lips.  When she felt the moment was right, she increased the speed and tempo with which she was moving her hoof, and watched her lover’s face for a reaction.

The reactions were promising: apart from the cutesy, gasping squeaks there was Fluttershy’s increasingly feverish panting - not to mention the tell-tale pair of suddenly-rigid wings forcing their way out from underneath the pinned pegasus.  The ecstatic mare spread her hind legs a little further each time that wonderful hoof drew another rapid little circle across her vulva; the motion gradually became smoother and slicker as the trembling pony’s excitement and state of receptiveness grew.  

Oh my goodness! Although initially hazy, Fluttershy’s eyes quickly refocused when another kiss pulled her out of her trance.  Smiling, she reached out with a hoof to brush back Rarity’s mane and caress her snowy cheek, her own face now flushed with the heat of arousal rather than embarrassment.  Well, okay, not entirely: the wet noises coming from below were plenty embarrassing.

“Ra-Rarity,” she whined, biting her lower lip and lifting her yellow bottom off the bed a bit in her frustration, trying to twist away from the incessant source of pleasure that was coming dangerously close to getting her off prematurely.  “I-I think I’m prepared...” Her words were as polite and demure as always, but there was an urgency to her breathless, panting voice.  ”Could you please just...  just d-do me? Pleeease?”

Rarity chuckled just slightly.  She moved into position between her Fluttershy’s thighs, tightening the straps with some last-minute magic and readying the toy.  Setting just the tip at her entrance, she felt the virgin mare’s breath stalling in her muzzle out of sheer anticipation, and leaned upwards slightly to whisper hotly but comfortingly into Fluttershy’s ear.  No hesitation - the quicker it’s done the quicker we can move on to the good part. “Brace yourself, my dear.  I’ll try to make this as smooth and painless as possible.” Rarity then once more locked lips with Fluttershy, feeling her tensing up slightly in response to her words.  Apparently the poor thing was preparing herself for the imminent insertion... Well that simply won’t do.  You ought to relax, my love.

Rarity broke the kiss for a moment, and stared into Fluttershy’s eyes.  “Darling, don’t be frightened.  This will hurt a bit, but it will hurt far less if you aren’t all coiled up like a spring.  Relaaax." She nuzzled with the nervous filly for a bit. "You trust me don’t you?” She fluttered her eyes and adopted a slightly coy expression.

Fluttershy nodded nervously, gazing back with love in her eyes.  Rarity’s coquettish behavior somehow managed to make her smile.  “O-okay.”

Rarity smiled back encouragingly.  Leaning down, she kissed Fluttershy again,  playfully caressing the other mare’s tongue with her own.  Only when she felt the slightly apprehensive pony melting into the kiss - her whole body visibly relaxing - did she begin.  Rarity lined the tip up to the glistening, parted folds of her lover and thrust into her, steadily driving deeper.  It was one smooth stroke; Rarity did not hold back until she felt that they had reached the very hilt.

There, that part's over, at least. She marveled at the contradictory feelings of constricting tightness and yield suppleness around the magical toy's shaft, the sensations being relayed to her horn and very nearly setting her magic off right away.  Oh Celestia, all those poor colts I chided for finishing too soon...  I had no idea!  She calmed herself, knowing from experience that she needed to allow some time for Fluttershy to adjust to the sudden intrusion.  “I-I know that was abrupt darling - I'm sorry, but it’s best to do it quickly.  Drawing it out only makes it worse.” I wish I had known that during my own first time. “Please tell me when you are ready for me to move.”

Fluttershy had been grateful for the lengthy kiss, since it had offered her a warm muzzle to muffle her soft cry of pain with.  “Owie-ow-ow-ow...” Fluttershy continued to whimper under her breath when Rarity leaned back, although the stream of little yelps subsided quickly.  Her deflowering had hurt a bit, but, in the end, it had been but a small splash of pain in an ocean of built-up, tingling pleasure, the sharp sting dulled and eventually smothered by overwhelming desire.

It helped that she was well-lubricated; Rarity had certainly seen to that. 

She lay quietly, just breathing and adjusting to the size of it inside her.  She felt... full, stretched, and marveled at the feeling of her inner muscles twitching happily around the intruder, through no conscious thought of her own.  With her eyes closed like this, and her brain jolted wide awake, she could feel everything, perversely aware of the pleasing shape and thickness of the object inside of her... 

Except, it wasn't just an object anymore.  Every inch of the toy was alive with Rarity's magic, and Fluttershy could swear she felt it pulsing inside of her.  She also felt trembling - and for once, she wasn't the source.  Oh Rarity, you can’t break me that easily...  “It’s o-okay, Rarity.  I’m fine,” she said with a smile, comforting both her concerned, anxious lover and her equally shaking self.  She reached up and lightly caressed Rarity’s face.  Her marehood seemed to agree, snugly wrapping around the horn-toy inside, the fit so flawless it was as though she were made to receive it.  "I don't break that easily.  You can, um... you know..."

"Fuck you, now?" Rarity unabashedly suggested. It was weird to hear her say that word.

"Oh!" a wide-eyed Fluttershy responded, wondering why the utterance of that raw, filthy word elicited another series of fond squeezes from her.  "R-Rarity, is that... really okay to say?"

"Normally, I disapprove of vulgar language, darling, but in situations such as these, I feel such words are entirely appropriate. Don't you think? If you would prefer I toned it down, however..."

"No! No... it's fine. You're right. It sounds... kind of nice. Um... please, if you don't mind, f-fuck me, Rarity. "

“I would be delighted, my dear,” Rarity said fondly, before she began moving in earnest, taking Fluttershy’s words to heart.  She kept her thrusts shallow at first, though, and her timing slow, building a steady rhythm that did not cause discomfort in the mare below her and which she was comfortable maintaining herself.

Keep it slow; she needs time to get used to the sensations.  Rarity desperately wanted this to be memorable... Her thoughts turned slightly frantic; she was trying so hard to be completely selfless here, to focus solely on Fluttershy’s needs, but it felt so good...  Focus, darling! Did you not resolve to give this mare a mind-blowing, throw-your-hooves-in-the-air climax?  Gradually she increased the pace, feeling the tension build not just in her magic, but in her own sex below.  This was an incredible sensation, unlike anything she had ever felt before.  The warmth and tightness were just excruciatingly exquisite.  How exactly did those poor stallions manage to last? She did all she could to hold back the orgasm that was quickly building up inside of her, but it became more and more difficult as time wore on.

When Rarity heard Fluttershy’s intermittent moans increasing in volume and tempo, she placed her hooves on either side of Fluttershy’s flank to give herself better leverage.  Oh my Goddesses, somehow this is even tighter! She took a deep, calming breath to steady herself.  Not before her! I won’t have it! Then she began to work the mare in earnest, delighting in seeing the blush on her face and hear the quiet noises Fluttershy was making grow ever louder and more urgent.  She laid her chest atop the heaving pegasus and began to bite her neck lightly, without ever letting up.  Internally, she railed at the inept lovers of her past.  I wish you could see this, you amateurs! This is how you make love! She cooed teasingly in the mare’s ear, “How is it my darling? Shall I go faster? Slower? Gentler? Harder?” She punctuated that last word with an extra-deep thrust into the pegasus, bottoming out at the entrance of her cervix.

Fluttershy squeaked at the sudden and incredibly deep intrusion, pleasantly shocked and immensely turned on by Rarity’s provocative, whispered words.  Only one thought bubbled up in her feverish mind: she wanted more.  More of this, more of the hot, breathless intensity and rough, almost animalistic mating.  It translated into a single word: “H-harder...” she whispered in a tiny, timid voice.  But the dull, fleshy slaps of Rarity’s haunches against her quivering flank drowned out her plea.  “H-HARDER...” the desperate little pony begged, finally doing the word itself justice.  She accompanied her cry with a wanton, well-timed thrust of her own, pushing herself back against Rarity.  “Pleeeeease?” she couldn’t help but add in a gasp.

Rarity obliged, moving like a thing possessed.  She could feel the heat from the wet friction and the heated little filly wrapped around her beginning to build, mitigated only slightly by the slick moisture contributed by not one, but two aroused mares.  The pegasus's back was arched, and her wings, previously merely somewhat extended, now stretched as wide as they could go; her feathers were positively a-quiver with the strain.  Rarity herself was gasping for air and sweating profusely, her precious mane growing ever more disheveled.  A fine sheen of sweat began to cover both of their coats, actually - the smell was pungent, but not unpleasant.  The smell of their mingled, musky arousal was almost strong enough to overpower the scent of the candles.  Oh dear Celestia, I hope she is close; I am not sure how much longer I can stand this without finishing, myself! 

Finally, just when Rarity felt she couldn’t hold out any longer, the mare below her threw back her head and opened her muzzle in a silent scream, and trapped Rarity with her previously outstretched hind legs; pulling her in whilst her wings shifted around erratically.  Gratefully, Rarity followed suit, at long last allowing herself release;  energy flowed from her horn in a dazzling display of sparks as she did so.  At the same time, she felt Fluttershy shuddering violently below, milking her with those delectable mare-muscles.  Everything seemed to proceed in slow-motion for a few seconds; Rarity watched a few droplets of their shared arousal, tinged with the slightest hint of pink, running languidly down the trembling mare's yellow thighs; she saw the vibrant colors of the last few burst of magical discharge reflected in Fluttershy's freshly opened, adoring eyes...

Rarity continued to rock her hips slowly, letting the pegasus ride every last gentle, ebbing wave of passion.  They were long, deep strokes, continuously hitting the very depths of Fluttershy’s being.  Finally, when she felt her lover beginning to relax, she pulled the toy out, relinquishing her firm grip on the other mare’s thighs.

She collapsed into the waiting embrace of Fluttershy’s wings, and they shared another series of passionate kisses, albeit more deliberate, exhausted ones.  For a time, Rarity amused herself with lightly touching and kissing her charge, delighting in the happy nickering that rewarded each touch.  She knew from personal experience that every little thing could set off a fresh wave of mini-quakes after a particularly intense session, and mercilessly abused this inside knowledge.

When they were both finally spent, Rarity yawned, feeling strangely exhausted.  The side effects of using this device appeared to include quite a bit of magical fatigue.  “Darling, I sincerely hope that was good for you.  It was... unbelievable, for me.”

Fluttershy smiled happily, staring glassily up at the ceiling, her chest still heaving.  She was still getting used to the sudden feeling of emptiness, so soon after getting used to the fullness from before.  She leaned up at last, and kissed Rarity on the nose.  “Thank you... That was wonderful! Hey, c-can we do it again? Can we? Um... Rarity?”

Quiet snoring was her only answer.  Fluttershy giggled, and briefly considered poking the worn-out unicorn, but eventually just lay her head down next to Rarity’s, snuggling close before swiftly falling asleep herself.



“Interesting,” Twilight observed, rubbing her chin with the back of her hoof.  “So that doesn’t just happen to stallions?” She recalled how often she’d teased Soarin’ with a similar tendency towards falling asleep after the main course, leaving no time for every mare’s favorite dish: dessert.  She may or may not have referred to him as “Snorin’” on a number of such occasions.

Rarity looked to the side a bit bashfully.  “I can’t really compare the experience.  Imagine having every bit of magic inside you forcibly explode and burst forth.  Then do it again.  I daresay you’d be a bit worn out after that, n'est–ce pas?”



Fluttershy lay quietly next to Rarity for a while, fondly admiring the spent mare’s peaceful face and nuzzling at her gorgeous, slightly messy mane, being ever-careful not to wake her.  She herself had just enjoyed a nice nap; a few hours was all she had needed, but Rarity showed no signs of stirring yet.

When those purple curls proved too ticklish to nose at for long, the restless pegasus got up and stretched her stiff limbs and wings a little.  She did not feel very tired at all, oddly - quite the opposite, in fact.  She felt alive, antsy; all kinds of pleasant, scintillating chemicals were coursing through her veins.  Aching for something to do, Fluttershy began poking around the bewildering array of beauty products Rarity had amassed.

Rarity awoke languidly some time later, feeling briefly disoriented since she hadn’t even realized she’d lost consciousness.  When she lifted her heavy lids and spotted Fluttershy stretching, her mind went very still.  It was a while before she spoke up; she simply enjoyed secretly watching the oblivious mare go about her business too much.  She is so beautiful... “Um... I’m sorry darling, I guess that took a lot out of me.  How are you feeling?”

“Hm?” Fluttershy looked a little startled.  She had opened the cap on an eye-catching bottle with a particularly beautiful design, and was just in the middle of sniffing at the contents when Rarity announced her return to the land of the living.  “Oh, um, I was just... looking around a little.  Sorry.  You have so many oils and creams and--” She paused, her nose wiggling, and sniffed again, inhaling a little more deeply this time.  “Oh, hey, strawberries.  This one’s really nice.  Very fragrant.  Reminds me of a certain blend of tea, actually.  What is it for?”

“Oh my, I still have that? It’s meant for... sensual massages.  It’s flavored, in case one wished to, say, employ more than just one’s hooves...” Rarity blushed a little at the memory of the last time she’d gotten to sample it.  “It’s... quite tasty.”

“I see...” Fluttershy said, her cheeks, too, flushing a little again; the blood rushing to her face almost as fast as the dirty thoughts that bubbled up into her conscious mind.  The confidence she should have gained, after all the intimate moments they had shared together, already seemed to be missing again; it eluded her even though there’d only been such a brief lull in the action.  She blinked, considering for a moment before tentatively licking the top of the opened bottle.  The sweet taste of fresh strawberries instantly brought a smile to her muzzle.  “Oh, yum!” she enthused, smacking her lips.  “It really is tasty.” Her eyes shifted slowly and meaningfully from the bottle to the alluring mare still watching her from the bed.

“Um... Rarity?” Fluttershy tried to sound nonchalant, keeping her tone as conversational as possible, as if simply discussing the weather.  “You wouldn’t happen to have any really sore muscles, after all that strenuous activity, w-would you?” She blinked again, shocked by her own boldness.  Perhaps not all of her confidence had evaporated, after all...

Rarity shivered, both in anticipation and appreciation.  She had not used the muscles in her hips in such a furious way in quite some time.  “Yes! Ahem - yes.  Quite a number of muscles, in fact,” she complained quite seriously.  ”All over my body, I am afraid.  Very sore indeed.  I may require your assistance, or I shan’t be able to get up!”

“Don’t worry, Rarity,” Fluttershy said seriously, while she spread some of the sweet-smelling massage oil on her hooves and vigorously rubbed them together so as to preheat the chilly liquid.  ”I’ll take care of you.” Climbing back onto the bed, she had her patient lie flat on her stomach and straddled the prone pony’s stretched out hind legs.  This allowed her access to Rarity's back, which she began to rub - gently at first, but more and more firmly the more her confidence grew, and because she kept coming across one clump of tightened muscle after another.  

“Oh my, it feels like you actually were a little stressed,” Fluttershy said with a frown.  All of the so-called “knots” she came across she smoothed out through hard, ungual labor.  Her hooves started sliding ever more easily along that well-groomed white coat, the more she worked the soothing oil into the unicorn’s supple skin.  It was almost uncanny how the amateur masseuse managed to home in exactly on the sorest spots, relaxing bundles of pent-up tension Rarity hadn't even known were bothering her.  

It was a while before Rarity realized that Fluttershy had stopped.  “Whuh? Why, I must have dozed off! Is something the matter, dear?”

“Yes.  Well.  Um, if you want...” Fluttershy’s nose found the unicorn’s ear and nosed tenderly at it for a moment before she finished the trailing sentence in a suggestively shy whisper, “maybe I should take care of the front, too?” Her cheeks were glowing, of course, but for once she didn’t let that stop her.

Rarity blushed at the feeling of warm breath in her ear.  She twisted round to face the pegasus.  “My, haven’t you turned into the little minx all of a sudden! Perhaps I taught you too well.” She chuckled, then lightly kissed on of those soft, rosy cheeks.  “I am putty in your hooves, darling.  Almost literally, at this point.  Use me however you wish.”

“I wasn’t--I didn’t mean--” Fluttershy sputtered.  Kisses like that - even playful ones - still managed to make her all flustered, as did the notion of Rarity being at her mercy, just a little bit.  Her eyes looked guiltily into those of the willing mare beneath her for a moment, before slowly, almost suggestively, trailing downward.  “I’ll, um... I’ll go get the oil, then.”

Gingerly taking the whole bottle of strawberry-flavored massage oil into her mouth, Fluttershy unscrewed the cap once more with a few flicks of her hoof.  “Mnow zhis muwht buh a lil cowld,” she cautioned quite clearly, before biting down and squirting a surprisingly (and unintentionally) large amount of oil all over Rarity’s haunches and inner thighs. “-phtoo- S-sorry...” She chuckled sheepishly and tried to fix things a little by spreading out the slippery oil with her hooves - but, of course, this only exacerbated things, and made a mess of her own fur to boot.  “Oh dear, I’m such a klutz...”

Rarity levitated a towel from the bathroom, gently dabbing Fluttershy in an attempt to remove the excess oil, before drying her own haunches as best she could.  “Fret not, darling.  See? All better.” 

“Y-yeah,” Fluttershy said with a tiny nod.  She seemed to be gathering courage for something, swallowing a few times to remedy an acute case of dry muzzle.  “I think, maybe, you might’ve missed a spot, though,” she pointed out vaguely, even though there really wasn’t much to be seen after Rarity’s thorough cleaning; even if there was, the pegasus was averting her eyes while she spoke.  Edging just a little closer, Fluttershy bent down and teased the tip of her nose along the reclining unicorn’s tummy, before poking at a specific spot.  “Here...” A flick of her tongue made absolutely sure that not a trace of the offending oil was soiling that particular patch of tummyfur.  The breathless, blushing mare exhaled, her breath nice and tinglingly chilly on Rarity’s freshly licked skin.  “And h-here, maybe.” Another lick.  Directly on a nipple, this time.

Rarity shivered involuntarily, feeling goosebumps rapidly spreading from the spots that tender tongue had pretended to clean.  “I... I believe I may have missed a little more! Down by the thighs.  P-perhaps you would like to check?”

“Oh my, how careless of you,” Fluttershy replied; she seemed pleased that Rarity was playing along, feeling herself growing a little bolder with every passing moment despite the uber-flimsy pretext for her actions.  Nuzzling fondly and searchingly at the inside of the unicorn’s delicate white thighs, she pressed little kisses here and there, and licked whenever she happened across a potential smudge - which was implausibly often, all things considered.  “I know this must be very unpleasant for you - all this tedious grooming.  But please bear with me, Rarity... I’ll make it allll better.”

“Um... I think some may have dripped down a little further.  Keep checking.” The entire process was so unpleasant, apparently, that Rarity was having a spot of trouble breathing.

“Really? You mean, um, d-down--” Fluttershy’s inquisitive nose trailed inward, where indeed she found quite a bit of moistness.  “--here?”

Rarity found herself feeling very grateful for having had a nap recently, because it seemed Fluttershy was still very much in the mood to play.  “Y-yes, there.  Please check there.  For the love of Celestia, please check thoroughly.”

“Alrighty...” It was hard to blame the pegasus for her enthusiasm; before now, she’d only ever had pillows for company.  It wasn’t just pent-up desire that drove her onward, though - there was curiosity, too.  An eagerness to learn... everything.  That, and more than enough love for the pony squirming against her muzzle to make her heart feel like overflowing.  Fluttershy poured all of these powerful motivators into that initial lick, shivering at her first taste of another mare.  “Y-you are going to love... this,” she panted softly, licking her lips and blushing furiously.  “I know I will...” 

While her tongue and taste buds were still warm with their first sampling with Rarity's arousal, Fluttershy took a moment to open her eyes and look - really look -at the soft, smooth mound so tantalizingly close to her snout.  She had to force herself to not look away from something so private and, well, embarrassing, but knew she had to overcome her reservations if she wanted to do this right.  She inhaled deeply, drinking in an intensely feminine smell which, together with the lingering taste, made her salivate.  This... was Rarity.  She was tasting Rarity.  It didn’t get much more intimate than this... "T-this is better than the strawberries," she whispered with a soft giggle, her breath hot on the other mare's sensitive flesh.  She helped to cool it off again rather quickly, though, lapping eagerly at the entirety of the unicorn's sex and teasing the soft lips of her labia apart with her - still somewhat timid - tongue.

Rarity gasped and twisted her torso sideways slightly, burying her muzzle in a nearby pillow.  She had come very close to unleashing a moan that would have impressed even Princess Luna herself with its sheer volume.  She lay back, simply allowing Fluttershy to explore as she wished; in fact, by this point, she had been rendered utterly powerless to stop her.  She didn’t quite understand why Fluttershy tending to her like this was affecting her this badly; surely she wasn’t that sensitive?

Thinking back, Rarity realized that none of her past conquests had actually indulged her quite this much.  The stallions she had asked to pleasure her had all been very awkward about it, or had considered the act a tedious chore, to be gotten over with as swiftly as possible; neither type had ever made more than a token effort, and even that had been purely in hopes of getting some oral attention back in exchange.  And as for the mares... Well, the ones she had dated had all considered the practice beneath them.  Too messy, disgusting and depraved for them to besmirch their pristine muzzles with.

Lifting her head with some effort and looking down between her hind legs, Rarity saw no such reservations in Fluttershy’s eyes.  The only hint of concern therein was more of an insecure, cutely questioning glance.  One that said: “Am I doing this right?”

“Y-you are doing wonderfully, dear,” Rarity praised her.  Oh Celestia, so very wonderfully! “Keep doing exactly what you are doing.” She watched those blue eyes light up with pride.  Then she was no longer capable of speech, as the gentle ministrations of Fluttershy’s tongue redoubled with fervor.  She pressed her face into the pillow again and moaned softly into it.  

Cautious by nature, Fluttershy had taken things slowly at first, but given Rarity’s squirming and passionate cries of definitely-not-pain, she eventually dared to probe a little deeper.  By applying some mild pressure with her snout, she was able to get at the source of the heat that was coating her tongue; she circled this twitching little hole with the very tip, eagerly lapping up the warm wetness it offered in reward.  Doing all of this made it a little hard to breathe, however, which was when she decided it was time to pay some attention to that special little spot a little higher up, which Rarity had stimulated on her, to such great effect, when their roles had been reversed.

Dragging her tongue tenderly across the protective skin behind which Rarity’s most sensitive spot lay hid, Fluttershy paused to sweetly murmur, “Come on out little one - don’t be shy.” Then she pressed her muzzle to her friend’s soft, pink lips once more, licking upward to expose that swollen little bundle of raw nerve endings, only to tease and toy with it in every way she could imagine.  The eager little mare prodded at Rarity’s vulnerable clit with her tongue, circled it and licked at it directly, then pressed a kiss to it, applying pressure with her tightly held lips before, finally - as the coup de grâce - suckling softly.  

Rarity’s eyes rolled to the back of her head for a moment when just the right spot was hit.  Repeatedly.  “There!” She managed to not-quite-scream.  Words were failing her quickly, again; even her thoughts were becoming rhubarb toaster.  Oh Celestia I have never met a more talented amateur!

Fluttershy continued with her gentle prods and licks.  She seemed quite happy that her beginner-level attempts were working out so well, and held on tight while Rarity bucked her hips, continuing to apply gentle pressure to the little button she’d just coaxed out of hiding.  She took a deep, shuddering breath, enjoying the intensified scent of arousal that was coming from her lover.  Then she delved in deep again, this time trying to force her tongue inside Rarity the way she remembered the unicorn doing to her.

Rarity’s hips bucked helplessly at this; she felt the same gradual build-up of sensations she’d felt when Fluttershy was rubbing against her, but this time, it was much more intense.  Knowing she was loved so much as to be given such caring and generous attention was amazing to her.  I don’t know what I have done in my life to deserve you, my darling, but I shall be a happy mare if I can ever come close to justifying your feelings for me.  Every gentle lick and soft breath was such bliss.  

Fluttershy’s tongue was getting pretty tired now, but she still kept going, determined to see Rarity through to her inevitable climax.  It was strange - she wasn’t being stimulated herself, but somehow giving was (almost) as good as receiving... Even though she wasn’t the living embodiment of generosity, Fluttershy found herself quite content to just keep licking without even touching herself; Rarity’s squirms were as pleasing as gentle caresses, and the unicorn’s repressed, lady-like moans like music to her ears.  Even the taste, which she had feared would be slightly unpleasant, was beginning to grow on her... to the point where she actually found herself craving more.  It was all psychological, of course, but immensely gratifying nonetheless.

Rarity’s whole body felt like it was about to explode.  She could feel a tingling heat spreading like a wildfire throughout her loins.  Any moment now...  “Fluttershy, I’m going to--” The pony in question took the hint and licked even harder, finally forcing her tongue inside the unicorn.  Rarity felt herself tighten around it, but soon found herself incapable of discerning such distinct details, being far too busy whinnying helplessly as she came, covering her lover’s muzzle in the process.  Her whole body shook, and still Fluttershy patiently maintained a measure of pressure with her tongue, gently pushing it in and out.  After several lengthy seconds of tensed-up trembling, at last, Rarity was finally allowed to relax - her body instantly went limp.

Fluttershy got up from between Rarity’s hind legs and smiled shyly, looking more than a little proud of herself.  Her weary lover gratefully smiled back.  “That... was divine my darling.  Thank you so very much.” Rarity rested her head and just let the bed envelop her for a time, staring at the mirror on the ceiling, curious about the look on her own face.  Is..  is that what satisfaction looks like? She closed her eyes just for a moment, and before she knew it, fell lightly into a doze.

Fluttershy, on the other hoof, was feeling very energetic.  She tried to lay quietly for a while, and snuggled up to the snoozing pony beside her, but sleep continued to elude her.  Her brain just wouldn’t shut down - wouldn’t stop.  So much many significant things had happened, in such a short span of time; too many of her dreams had been fulfilled simultaneously.  Fluttershy found an indelible smile plastered on her snout as she mentally replayed all the things that had transpired, and involuntarily started squirming a little, since her mind seemed to have a mysterious tendency towards remembering mostly the parts where she totally just had sex for the very first time...
 
Dwelling on such thoughts, however, somehow made her remember the box. The big, unopened toy Rarity had so anxiously kept away from her, made by Chekhoof... something-something.  With a quick glance, Fluttershy confirmed that it was still where the unicorn had hastily hid it - tucked away in a dark corner.  Intense curiosity took hold of the restless little pony.  She wanted to know everything about Rarity - now more than ever.  What could possibly be so embarrassing that she would keep it from her? It would be wrong of her to pry, of course; she really ought to wait for Rarity to confide in her, eventually.  Yes, she would just have to be patient.

Ah, who was she kidding? “Just a little peek won’t hurt, right?” she told herself.  She almost half-believed it, too.

When she’d barely gotten halfway across the room, however, Fluttershy froze in mid-stride.  She’d suddenly had an unpleasant thought: what if the love of her life turned out to have some bizarre fetish? Something Rarity knew would disturb her.  The naturally nervous pegasus swallowed, and started struggling through some great internal debate.  But eventually she steeled herself - an adamant look of determination growing in her gentle eyes.  Whatever the contents of that box turned out to be, she would not think less of Rarity for it, she resolved.  If at all possible, she would probably even have a go at playing along with it - anything to make Rarity happy.  She could be flexible and open-minded, right?

What she found in that box startled her, however.

In fact, the box itself startled her: it depicted a ferocious looking dragon, towering at its full, intimidating height, with smoke threateningly billowing from its nostrils.  That image alone was enough to make Fluttershy cringe, but what the perverted pony who had designed the box had seen fit to render between the great worm’s haunches was enough to make the poor pegasus blanch.  It explained the title boldly emblazoned on the front, most likely: “The Double Dragon”.

From behind her, Rarity awoke with a start.  Fluttershy? She was just here, wasn’t she? She looked around in confusion, not directly realizing that she had nodded off again.  Oh, there she is.  Aha, she’s just looking at that box I meant to put away! Well, I... Oh.  Oh dear.  Within seconds, she was on her hooves.  “Ah, So very sorry you had to see that darling!  I-I picked it up on impulse one day.  One very, very lonely day... I’m not even really sure why;  it’s not designed to be used by one’s self.  Please, just... just put it away.  As you can clearly see it’s not exactly something I would ever expect to try out with you.”

“It’s not?” She didn’t want to admit it - she didn’t want to appear naive - but Fluttershy wasn’t sure what was supposed to be in the box, exactly; apart from the mildly nightmarish box-art, there were no further hints as to the actual contents.  “I’m afraid don’t understand, Rarity... Why a d-dragon?”

“It is some sort of costume, I believe,” Rarity explained, ”With accompanying equipment of the, shall we say, anatomically correct variety.  And as for the ‘why’...  Dragons have always fascinated me,” she admitted, pausing for a moment before continuing with a reminiscent sigh, “ever since I read old stories about them as a filly.  They are such majestic beings... To my shame, I have in my possession not a few novels which explore the concept of, ah, romantic relations with them... in graphic detail.” Blushing at her own, rather shameful admission, Rarity averted her eyes and prepared for the disapproving gasp that was sure to follow.

“But they’re so big and scary!” Fluttershy protested.

Surprised that this was the only thing Fluttershy was concerned about, Rarity blinked, considering her answer carefully before speaking.  “They are, yes.  But is that not also a little exciting, darling?” Her eyes lit up, and her mannerisms became more animated while she tried to make the other pony see.  ”They are nigh-immune to magic, leaving even the most powerful unicorn as helpless as a newborn foal! And they have those beautiful adamantine scales, shimmering like diamonds...” The day-dreaming pony’s own eyes were now equally sparkly, and her voice was growing ever more sultry.  “Oh Celestia, those intense, unblinking, reptilian eyes! They stare into your very soul, my dear..  Not to mention the enormous hoards of gold and rare gemstones they tend to amass...  In my fantasies, that is where the dragon-of-my-dreams would gently lay me down, on a bed of rubies! Then he would use that loooong, deliciously forked tongue to...” She caught herself just in time.

Fluttershy, herself borderline-dracophobic, looked at her with a dubious expression.

“It is fantasy, my dear.  Everything goes in one’s imagination, there are no taboos or practical concerns.  Obviously adult dragons are not suitable partners for ponies.  I mean, for one, there is the rather extreme difference in size.“

“And also because they have t-two--?” Two bashful blue eyes were still transfixed by the very erect - very nonsingular - members the exposed dragon in the artwork was sporting.

A rosy-cheeked Rarity responded quietly:  “Well... that is one interesting aspect the designers chose to focus on.  That need not necessarily be a problem, in and of itself, however.  Providing the mare in question happened to have sufficient lubrication at hoof, and was not opposed to, shall we say, entertaining more than one guest...”

“M-more than one...?” Fluttershy said with a gulp, “But... but... wouldn’t that get a little, um, cramped?” She tried to picture it, but her inexperienced mind drew a blank.  No amount of lubrication seemed sufficient for any one mare to take both, particularly given the generous endowments of the dragon depicted.  “How would another, um... another one even fit?”

Despite her obvious reservations, the innuendo-laden discussion actually appeared to be having an effect on Fluttershy.  The inescapable mental image of Rarity, willingly engaged in such a lewd and wanton act, had her shifting uncomfortably on her haunches; her hooves were scraping along the floor and her voluminous tail was nervously whipping to and fro.

Rarity blushed heavily, realizing there really was no realistic way for her previously virginal lover to know this.  “Well darling, it’s not impossible.  That entrance is designed to stretch after all - foals and whatnot.  However, while it’s considered a bit... uncouth, a mare does have more than one place to welcome a guest.  And I am not referring to the muzzle.”

“Wait, you mean...?” She couldn’t say it.  Instead, Fluttershy looked over her shoulder and lifted her long, pink tail slightly, wiggling her rear to indicate that that was the place she was thinking of.  “In there?” It didn’t seem physically possible for her to blush any harder than she already was, but somehow, her incredibly talented cheeks managed it.

Rarity nodded, smiling mischievously.

“But... but...” Fluttershy sputtered again, apparently not realizing how incredibly fitting that particular protest was, given the subject, “wouldn’t that hurt?”

“A little, maybe,” Rarity chuckled lightly, “But I can be very accommodating if need be.” Noting the look on Fluttershy’s face, she hastily added, “It isn’t really supposed to hurt, darling.  In fact, I daresay it tends to feel really, really good, actually.  There are a lot of nerve endings in that particular area.  So if your partner is patient and gentle, and you are sufficiently relaxed, and the required bond of trust exists between you...”

“Do you, um... Would you trust me like that?”

“Without a moment’s hesitation, my dear.”

With a decisive nod and a determined look, Fluttershy took the handle on the side of the box in her mouth and carried it with her to an ornate screen, which Rarity had set up so that customers of the Boutique could change in relative privacy.

“Darling, what are you--?”

“I want to make all your dreams come true,” was Fluttershy’s brief and immediate answer.  The rustling sound of clothing sliding along a smooth yellow coat could be heard, as well as lot of fidgeting and muttering as straps were being fitted and adjusted - and there would be the sound of utter embarrassment, if such a thing was audible.

After a moment’s hesitation, Fluttershy emerged from behind the screen, wearing a full-body costume similar to a flight-suit, with a pseudo-scaly tummy and chest, and soft, rubber spikes running along her back and crest.  There was also a cowl, reminiscent of a hoodie, that went over her head, although it failed to contain the entirety of her long, flowing mane.

“I-I am a ferocious dragon!” Fluttershy said dramatically; her acting was made all the more incredibly convincing by her fillyish, timid voice.  “Rar!” the terrifying dragon-mare roared, at about the decibel-level of a squeaking mouse.





Rarity stared for a moment, open-mouthed and speechless.  “My dear, you look--you look absolutely...” She tried to contain herself, but failed, quickly clapping her hooves to her muzzle when she burst out laughing.  The outfit looked patently ridiculous.  It was nothing like the exotic, regal, powerful creature of her fantasies.  She really should have known better - fetish costumes purchased from “adult novelty item” stores could rarely, if ever, be taken seriously, even when worn by a pony as gorgeous as Fluttershy.  She could only hope that her laughter did not end up hurting the poor mare’s feelings...

But her costumed fillyfriend, having already caught a glimpse of herself in the mirror, was giggling like a mad thing herself.  “Oh my,” Fluttershy snickered, barely getting the words out, “It’s-- it’s not very good, is it?” Rarity’s laugher proved particularly infectious, and before she knew it Fluttershy was cracking up, laughing aloud, which greatly helped to relax the nervous, dressed-up little mare.  The awkwardness of it all sort of faded away; the stage-fright she had felt, her concern about not playing her role convincingly, it all fell by the the wayside.  

It was as though the two mares had mutually agreed to embrace the inherent silliness of their little role-playing romp, and just have fun with it.  

When Fluttershy sat down on her haunches, however, and inadvertently put the most crucial part of her otherwise silly costume on display, Rarity quieted down a little.  It was clear that most of the work and attention to detail had gone into that particular part.  It was fairly realistic, too; both silicone units were scaly in texture and of a pleasantly intimidating-but-not-frightening size.  Seeing such an exotic set of members attached to Fluttershy, of all ponies...  Well, suffice to say, the juxtaposition of the cute and the kinky, the adorable and the obscene, was making Rarity feel a little hot and bothered.  Not to mention moist.

They were both still chuckling a little, but Rarity was having trouble keeping her mind from wandering...  Yes, Fluttershy looked absolutely adorable and not at all ferocious, but that did not detract from the appeal.  In fact, it actually enhanced it considerably.  The thought of being taken while Fluttershy playfully and cutely growled in her ear...  She felt a strange, ticklish sensation running along her inner thigh.  “Darling...   in all seriousness, would you mind terribly mounting me? As in, right now?”

“Oh? Oh! Well, um, if you want me to, Rarity.  Wait! That’s not right, is it?  I m-mean...” Fluttershy closed her eyes and wrinkled her brow.  She tried to pretend being a fierce and powerful dragon - the very creature that tended to instill such fear in her.  If she hadn’t been so busy summoning her inner dragon, she might have realized the whole thing was strangely therapeutic somehow.

While Fluttershy got into character, Rarity, too, mentally prepared herself for the part she was to play.  But something was not quite right with the setting... “Darling, one moment please! If we’re going to do this, we may as well complete the fantasy.” She quickly went to the fitting room, and returned in the dress she had so painstakingly designed and hoofcrafted for Fluttershy.  She winked.  “No sense letting a party dress go completely to waste, is there? Let’s resume, shall we?”

Puffing up her fuzzy chest and framing her diminutive stature with outstretched, feathery wings, the pegasus-pony-slash-dragon growled in an adorably menacing way.  “Ha ha ha!” she cackled, ”Mine is an evil laugh!” And then she began to playfully (but insistently) nudge the willing white mare’s side and flank with her snout.  Inhaling deeply, audibly sniffing like a beast, Fluttershy sampled the scent of Rarity’s arousal, feeling the pleasant heat between her own hind legs building again.  She raked her fake claws across the gown, as if to tear it impatiently from her captive’s trembling frame.

Rarity stood frozen, almost as if she was truly being confronted by a fiercesome dragon intent on ravishing her.  “ Y-you scoundrel! My beloved knight is on her way to slay you as we speak!  You should release me now, or things will not go well for you.” While delivering this dramatic line, Rarity somehow maintained enough presence of mind to levitate a bottle of lubricant from her toy box, and slather the top head of the toy.  The bottom head...  should not pose any difficulty whatsoever,  she thought, feeling herself positively dripping in a way she recall ever experiencing before.  She glanced back, seeing the timid mare still sniffing her as if she were a bitch in heat...  Not entirely inaccurate. Her tail instinctively moved up and out of the way to prepare for what was coming.  It began wagging of its own volition as she waited with bated breath for the fun to begin.

Feeling strangely empowered by her dominant role and impressive new endowments, and immensely impressed with the convincing performance Rarity was giving, Fluttershy mounted the trembling, sopping wet damsel-in-distress before her, blatantly ignoring her dire warnings.  The usually timid pegasus pony lifted the hem of the form-fitting red gown with her teeth and  firmly grasped that tantalizing white flank with her clawed forelegs.  She pulled Rarity a little closer, before resting her warm weight on the other mare’s back.  “Grrr..” she play-growled hotly into the unicorn’s ear, her twin tips poking teasingly at that special, sensitive space, just below the base of the lifted tail that was now smooshed between their bodies.

“Y-you want me, don’t you, little mare?” Dragonshy rumbled somewhat ironically, using a deeper, more sultry version of her usual gentle voice.  Granted, she was probably the cutest-sounding and most stuttery dragon in all of Equestria, but she still ought to get an A for effort.

Blushing furiously, Rarity hotly denied the accusation.  “H-how could anypony want to be taken by an uncouth beast such as you? To allow you to have your way with me, for hours and hours on end...? Using me as some sort of plaything for your perverse desires? Why, the mere thought disgusts me!” Her tail, in complete contradiction to her words, wrapped itself around the waist of the costume, pulling Dragonshy closer.  Those two toys teasing her ever-so-slightly made her shudder in anticipation.  She mentally prepared herself for what was coming; it had been a while since she’d let anypony else play the dominant role, after all.  This had a lot to do with the fact that she had seldom trusted anypony enough to submit to them.  Yet here she was, begging to be ravaged by somepony, and feeling no worries whatsoever.  She knew that Fluttershy would never harm her, neither physically nor emotionally.  Being able to completely turn the reins over to somepony else like this was, quite frankly, a nigh-unbearable turn-on.  

The draconic fiend accosting the poor pony actually seemed strangely reluctant, and appeared grateful for the guidance offered by that amazingly prehensile purple tail.  Not in the last place because she couldn’t actually feel whether she was lined up correctly, herself.  With that in mind, Fluttershy pushed forward very carefully.  She asserted her alleged dominance only by lovingly taking hold of a few curly locks of the unicorn’s mane with her teeth, assuming that was what a predatory male would do.  After a bit of nervous, breathless shifting and scooting around, and a few frustrating false starts, the ferocious dragon suddenly felt her hips slipping forward a little.  Everything was suddenly aligning beautifully, allowing both tapered tips to slide into the needy mare that shuddered beneath her.

Rarity groaned a little at the first few inches of penetration.  The simultaneous sensations of something meant to stretch that way, and something else not quite designed for the purpose, were like warring signals of discomfort and satisfaction in her brain.  The pressure mounted as both shafts continued to slide smoothly into of her, stretching her, stimulating every last one of the countless nerve-ending that lined each of her orifices, and deliciously distorting her innermost depths in ways she had never experienced before.  The discomfort quickly disappeared, but she gave a bit of a yelp as the final inch slid firmly home.

Fluttershy stopped moving when she heard that little cry.  “Are you okay? Did I hurt you?” She sounded a little frantic.  ”Rarity, please be okay!”

Rarity chuckled just a bit.  The laugh was genuine, although it sounded a bit strained.  “I’m... quite alright, darling.  It’s just a bit of a shock at first; you understand.” She wriggled her flank a bit, trying to get used to the gratifying feeling of fullness. "Rest assured, I shan't break either, much like yourself."

Fluttershy was still not moving, despite feeling very relieved.  She felt just a little silly when she realized she'd (over)reacted in exactly the same way Rarity had.  Still, the dragon-mare thought it couldn't hurt to wait for her ‘victim’ to adjust for a moment, while she nibbled patiently on one of those flattened ears.  She whispered breathlessly into the one she was currently tending to.  “Hey Rarity? Um..  what does it feel like?”

Rarity found herself getting more and more aroused; the nibbling was definitely a turn-on.  “It’s a bit uncomfortable at first, to be honest.  Particularly in the rear...  It's a curious sensation... ah--a sort of pressure... inside...  Oh, but darling, the feeling of taking two at once!  Every nerve is on fire down there, I can feel them rubbing together... inside.  And I feel so nice and dirty, darling - so stuffed... taking two big cocks; y-your big cocks. Oh, oh Goddesses... I can't help it.  So please, don’t worry, dear.  Actually, I’d much prefer if you were a bit... rougher.  I can take it.  I want to take it.  In fact, if you wouldn’t mind... could you try talking dirty to me while you do it? I feel so very naughty doing this - it would really help me.”

“O-okay, I’ll try.” Fluttershy seemed taken aback by this request, but her dedication to pleasing Rarity was quite strong.

“Then let’s get back into character, shall we?” Rarity looked back at her ‘attacker’, giving a reassuring - if slightly pained - smile.  “Oh, you beast, how dare you treat me so! Biting my precious ear like that, and violating me in every which way... i-it doesn’t feel good at all! But very well then, the deed is done.  Have your way with me; I am... at your mercy.  Prithee, I ask only that you spare my life, Master Dragon. P-please, grant me that much.  Shamed though I am, I wish to return to my beloved!” She again pulled Fluttershy toward herself slightly with her tail, trying to encourage her to continue.

Despite the verbal and physical encouragements, Fluttershy drew the moment out a little longer.  Slowly, lazily almost, she stopped licking and nuzzling at Rarity’s ears.  Only after she had taken a firm hold of her mane again did she oblige the eagerly urging mare.  The pleasant sense of power and control she got out of imposing this slight delay, while feeling her needy lover wiggling and twitching impatiently, was quite a rush to a pony who usually bent over backwards to please everypony else.  “Stop lying to yourself,” she rumbled softly, as she thrust her hips forcefully; it surprised her how quickly she found her haunches bumping up against Rarity’s soft flank.  The lubrication - both from the bottle and more natural sources - was doing its job really well, apparently.  “I can tell how much you need this, Rarity--um, I mean, little pony. How badly you’re aching for my...  my c-cocks...”

Never before in the entire history of Equestria had a wild, predatory dragon ever blushed as badly as this one, after saying those words.  Talking dirty really wasn’t easy, even for a fire-breathing lizard - or a pony pretending to be one.  But it was obviously affecting Rarity quite a bit to hear her say such lewd things.

The impact of the successful penetration, meanwhile, sent a shudder up Fluttershy’s spine.  She had no magical connection with the toys strapped to her waist, but there was a strategically placed little nub inside the costume’s harness - she had felt it right away, after putting it on, but only now its purpose became apparent.  When she pressed into the other mare, it rubbed right up against her most sensitive spot.  The stimulation was what was making her shiver in a realistic approximation of a male sinking balls-deep into a wanton little mare-in-heat.  She muffled her adorable moans in Rarity’s mane, not wanting to break character.

"You won't want to return to your precious prince at all, when I'm done with you, you dirty little mare," Fluttershy said breathlessly, "Pulling me in with your tail like that..."

-Oof- Yes, there it is, she’s got the idea. “That’s a l-lie! I would never... Oh my beloved, I am sorry! I have betrayed you in body, but never in spirit.  Please, forgive my weakness...” The initial discomfort was long gone - this was, after all, not her first time at this particular rodeo.  It had been a while however, and her previous partners had not been nearly as generously equipped.  Whoever had designed this Double Dragon was quite ingenious; the ridges of the two shafts turned out to be very complimentary, stimulating and tugging at her in all the right spots.  

Something nagged at her though, some detail about the device she had neglected to tell Fluttershy about...  Oh yes! The vibration feature...  Let’s see, visualize, like so... and suddenly a pleasant vibration buzzed to life in the toy, treating her to the tingly warmth only a really good marital aid could offer a mare.  “Oh, you magnificent b-bastard...  Don’t... Stop...” The thrusting continued, building heat in her loins and sending shivers down her spine.  Even the one in the  ‘wrong’ hole was feeling very right, all of a sudden, providing her with sublime pleasure.  Her tail had ceased its hold on the ‘dragon’ and was now dancing happily to a tune only mares getting precisely what they want could hear.

Fluttershy squeaked in surprise when those powerful vibrations started on her end as well, and quickly found herself squirming and breathing erratically.  “Aaah...  R-rarity, what--?” Not usually noises one associates with rutting dragon males... but she was only a flesh-and-blood filly in a silly costume, in the end.  And sweet, merciful heavens, this felt so good.  She had just been in the middle of another little thrust, so the base of the dual toy had been pressed hard up against her sex, just as the buzzing noise began.  For a moment, the pegasus went very still; her proud wings, poking through the holes left in the back of her costume, were standing on end.  After she had gotten a little more used to the direct, clitoral stimulation, however, she found herself craving more.

Still locked deep inside of Rarity, the dragon-of-her-dreams began humping softly, grinding its uncharacteristically soft, scaly tummy into her lewdly lifted rear and stirring both battery-operated dragoncocks inside of her..  As a result, Fluttershy could now enjoy both the intense pleasure provided by the dragon-toy’s “tail”, as well as getting a front-row seat to the sexiest flank in Equestria wiggling enticingly.  She fed off of Rarity’s thorough enjoyment of the sexual-fantasy-come-true, each little horny whinny or feverish nicker-moan like a splash of oil on the passionate fire that fueled the petite pegasus’s racing heart and wildly bucking hips.

“N-not ever going to stop...” Fluttershy assured Rarity softly, reverting back to herself again for just a moment.  But then she growled, and gave the unicorn’s exposed neck a possessive nip, parts of her fictional dragon-self blending with her original personality.  Light as she was, the pegasus was leaning heavily on Rarity as well as unknowingly beating her wings; the downforce nearly forced the submissive mare’s front end to collapse.  “Want to....  mate you...  like this...  forever...” she gasped in between several noisy, panting breaths.

All pretense of roleplay now forgotten, Rarity surrendered herself to the steady rhythm of thrusts.  Somehow it felt like her ‘dragon’ was managing to push himself in even deeper than before.  The breathless pleasure of what had quickly become a truly passionate rutting, on top of the vibrations from the toy, were taking their toll; no stallion had ever made her lose control like this.  

Annoyingly, she still could not quite manage to reach her peak.  She could feel it coming; it was so close.  She knew what was missing, though: she wanted to feel Fluttershy cum with her.  The trouble was that, while Fluttershy was clearly enjoying herself, the vibration wasn’t nearly as satisfying for either of them as Tom had been... That’s it! We need Tom! A quick glance at her horn confirmed that she had, in fact, never removed the ring that allowed his activation.  No surprise there; she had, rather embarrassingly, passed out almost immediately after all.  This meant that her new favorite toy, currently lying unused and neglected on the bed, could easily be reactivated.  

Glancing up at the mirror, Rarity noticed something else that was rather convenient: the costume designers had apparently anticipated more than one use for this costume.  There was a strategically placed hole in the rear.  Oh yes, this should be lovely.  Her horn flared up, albeit with some difficulty - it was getting pretty hard to concentrate on much of anything besides the constant and wonderful invasion going on.  She picked Tom up in her magic, and activated him in the process, before aligning him with Fluttershy’s slit.  “Darling, brace yourself, I just thought of something even more fun.  Here comes Tom!” Then she slid him home into the other mare.  Her mind went blank a moment, overloaded by the sensations of both her orifices being plundered by her ‘dragon’, paired with the sensation of her horn toy sliding into the warm wet tightness of Fluttershy.  Oh goddesses! That feels so good!

The heads-up barely registered in Fluttershy’s brain; fatigue was starting to weigh heavily on her frail shoulders.  She wasn’t used to - or really built for - the tiring task of mating a mare.  But still the pint-sized dragonfilly soldiered on, almost mindlessly, even though she sounded like she was hyperventilating at this point, and there was sweat dripping from her brow.  The slender muscles in her thighs and rear flexed and worked, driving the two toys into Rarity again and again.  But something had indeed been missing; it was like each mare was waiting, unable to bring themselves to climax without feeling the other twitching and tightening, first.  

When Rarity’s special toy slipped into her, however, Fluttershy’s thrusting got even more erratic.  “A-ah...  Rarity!” she gasped, wide-eyed and trembling, ”Rarity, I can feel you inside...  I--” However many nerve-endings were being stimulated by the vibrating nub rubbing up against the weary pegasus’s sensitive clit; however much she savored the sights and sounds of a whimpering and writhing pony beneath her, it was the feeling of the unicorn’s magic - Rarity’s very essence - inside of her that began to slowly, inexorably, deliciously push Fluttershy over the edge.  Briefly, they shared a connection that went beyond her sex or her senses, a profound closeness that had been sorely lacking even during this intensely erotic and arousing act.

She timed her thrusts carefully, moving forward when Tom was thrust into her from behind, and so taking advantage of the force of Rarity’s telekinetic thrusts to add momentum to her own.  She had found a second wind, and used it to ride the unicorn hard, intent on driving them both towards an intense climax.

Rarity was being hit with so many sensations at once; she could feel her lovely ‘dragon’ gamely trying to keep up the pace, but the moment Tom came into play everything changed.  She could feel everything... for a moment, her magic, pulsing away inside of Fluttershy, even gave her a taste of what she was feeling; it was a brief, intense flash of being penetrated while penetrating.  But Rarity was nothing if not a multi-tasker, and soon enough, she had developed a rhythm of thrusting into Fluttershy while the pegasus continued to thrust into her

“R-Rarity..” Fluttershy gasped out.  “Could you... move him a little, um, h-higher?” She flushed crimson, grateful that her face could not be seen right now.  The question had been hard for her to squeak out.  She wiggled her tail meaningfully.

“... are you sure?” Rarity was in no position to argue; she would do anything this lovely mare desired.  I would be only too delighted. Still, concern for her inexperienced lover welled up.  

“P-Please? I-I trust you.”

That was all the encouragement Rarity needed.  She began to extend her aura to the tight ring of muscle just above where Tom was still merrily rutting the mare, and gently eased the tangible magic inside, while still continuing to thrust into Fluttershy.  She had a bit of trouble maintaining concentration while continuously feeling the tight embrace around Tom and the wonderful fullness between her own legs, but somehow, she managed.  

Slowly, the passage stretched open, and Rarity began to fill Fluttershy’s rear with her aura; she was soon rewarded with a noticeable increase in the volume of the breathless pegasus’s moans.  When she was satisfied it would cause the least discomfort, she removed Tom from the burning hot tightness of her lover’s loins and inserted his length firmly into Fluttershy’s rump.  

Rarity moaned in appreciation as Tom relayed that indescribable sensation.  The two mares both paused for a moment, feeling connected in every way possible.  “Give it a moment, darling.  Let yourself adjust.” When she felt the passage relax a bit more Rarity withdrew Tom, only to push forward again a moment later.  She began with slow, deep strokes, letting Fluttershy adjust to the curious sensation.

“R-Rarity... that feels... nice.” Fluttershy picked up the rhythm and resumed her efforts.  The speed gradually increased, their nerves singing as the pleasure built.  Rarity flexed her aura slightly, and began to massage her lover’s lower lips gently as she continued the gentle but firm ravishment of Fluttershy’s derriere.

It was too much for poor Fluttershy; it was pure sensory overload.  The usually reserved mare’s inhibitions were melting away in the frictional heat of the toy that was slipping into her sensitive, virginal rear with such surprising and satisfying ease.  She made noises neither pony had ever heard her make before; embarrassing noises, though that fact currently failed to hold Fluttershy back even the slightest bit.  She even began talking.  Cop-out words like ‘nice’ just didn’t cut it anymore, didn’t suffice to describe the immense pleasure and fulfillment she was feeling.  As much as talking dirty had seemed to stymie her before, at the moment, a whole string of incoherent, raunchy words and fragmented sentences came gushing out of that gasping little yellow muzzle, almost as copiously as the arousal that was dripping down her trembling thighs.  “Yes, take me! Deeper, Rarity! Harder! Oh..  oh... you’ve taken everything from me, now, everything I have to offer; everywhere.  I want you to have it all... Please, please take it; please take me! ”

“Oh my darling, I … will take you, every last bit of you.  I lo-” She choked on the words, she wanted to say them, but could not.   “Give me your love, let me feel it!”

Burying both ribbed dragon-toys into her wonderful lover to the hilt, and adding her own trembling and shivering to the vibration from the toys, Fluttershy tensed up for what seemed an eternity, cumming so hard she could not even vocalize her delight.  She could only squeeze down hard on the toy infused with her beloved Rarity’s magic, before finally slumping forwards, relaxing in an instant.  

Rarity felt the mare shudder, and screamed aloud when she hit the most amazing peak of the entire evening - or maybe her entire life.  Her thighs were positively drenched with a combination of sweat and her own nectar.  Then, she felt Fluttershy squeeze down hard on Tom, and her horn flashed with a blinding light.  Oh my goddess!.  She collapsed tail up with Fluttershy on top of her.  “D-darling... ” She gasped, unable to form words.  “Thank you!” She finally managed.



“Whoa," was the only thing that came to a wide-eyed Applejack's mind. "So, erm, that wraps up that, then?” She sounded almost disappointed; she’d even refrained from making witty comments during Rarity and Fluttershy’s recollections, so enthrallingly kinky and cute the lengthy scene they’d been treated to had been.  

“Yes,” Rarity replied hastily, remembering what came next.

“No?” Fluttershy said softly, smiling until she realized she had just contradicted her fellow storyteller.  “Oh, um, yes, I mean.”

“Too late now, Shy,” Applejack said with a smile, “Cat’s out of the bag now, and Twi’s prolly dyin’ to know what happened as much as I am, I reckon.” A quick glance over to Twilight’s flustered and frantically nodding face confirmed this.  “Y’all can’t just leave us hangin’, now!” She scratched her head through her thick, blonde mane, frowning.  “Though I don’t rightly know what y’all could be tryin’ to hide, after the stuff we just seen...”

Sighing, but also offering a distraught Fluttershy - who seemed convinced that she had said too much - a well-meaning, it’s-okay smile, Rarity obliged without further protest.



Rarity got to her hooves somewhat painfully.  “Darling, would you mind terribly... pulling out? I think we could both use a nice, hot bath after this...” Her muscles were still clenching a bit around the dual girth inside of her, and she winced slightly when the twin shafts were removed, leaving her suddenly feeling very empty.  She focused with difficulty, carefully removing Tom from Fluttershy and setting him down on the bed.  She then deactivated the device with a thought and floated the ring over to the bed to lay neatly next to it.

“I’m sorry,” was Fluttershy’s belated response to Rarity’s wincing, though she actually smiled self-consciously when she said it, knowing full well that she was being silly and had nothing to apologize for.  She had pulled back and dismounted Rarity very carefully, and after taking a step back, she had stared straight at Rarity’s shapely backside for a brief moment.  She’d quickly averted her eyes, however, blushing heavily at the sight of the slightly stretched unicorn still happily twitching beneath her tail.

“Thank you, my love.  Oh my, let’s get these off shall we? This dress is now in desperate need of laundering, I fear...” Rarity disrobed, a little stiffly and awkwardly, before depositing the gown onto a nearby equinniquin for the time being.  Every movement was a fresh, sore reminder of her recent activities.  Very much going to feel this in the morning... An irrepressible smile played along her white lips, however.  Totally worth it.  “I’ll pour the water - please come join me, once you’ve managed to peel off that costume, won’t you?” She sauntered off to the bathroom,  friskily flicking her tail to and fro without even realizing.

“Oh, okay,‘ a distracted and winded Fluttershy said with a nod, her eyes glued to that dancing, retreating tail for a long moment.  A soothing bath did seem like a very nice idea at the moment; the dragon-suit - apart from beginning to make her feel a little ridiculous again - proved to be pretty hot and sweaty.  She struggled out of it with some difficulty, but made use of the time alone to gather her thoughts and search her feelings.  The entire situation suddenly felt slightly surreal... had she really just had wild, kinky, passionate sex with Rarity? Or was this just another one of her Rarity-centered fantasies - the most intense and realistic one yet?

The slight, tender soreness she still felt inside suggested otherwise.

Fluttershy glanced at the toy that had finally made her a mare; it was sitting there on the bed, just as when she had first been introduced to it.  Now that Rarity no longer wore it, it was just an object again - lifeless and artificial despite the silly name.  Still, she felt a fondness for this disembodied stallion, and, on a whim, and with a quick, surreptitious glance at the door through which Rarity had disappeared, she pressed a shy little smooch on the silicone.  

“Thank you for, um, helping us, Tom.” She even gave the discarded dragon on the floor a grateful little nod.  “And you, too, I suppose, Mr.  Double Dragon sir.” With those formalities out of the way, Fluttershy’s mind drifted swiftly back to animate objects - such as, say, Rarity.  Her mind’s eye eventually settled on a spectacular mental image of the gorgeous white mare in the steamy shower... sensually running her hooves through her dripping, clingy purple mane...

Trying very hard to wipe away the dreamy little smirk that had appeared on her muzzle and replace it with an appropriately demure expression, the giddy pegasus quickly hobbled off to the bathroom, before the unsuspecting unicorn could begin to wonder what could possibly be keeping her.

Rarity finished drawing the bath, having already added some expensive, scented oils to the mix, as well as a little bit of bubble bath.  She eased herself carefully into the giant tub, which, she knew from experience, could easily accommodate the two of them.  The unicorn cried out softly when she sat down on her rump.  Ouch... still a tad tender.  Still very much worth it. She lay back, closed her eyes contentedly, and waited for Fluttershy to join her.

The belated pegasus slipped into Rarity’s spacious and ornate bathroom moments later, looking disheveled and bedraggled, with her long, pink mane and tail in utter disarray and her coat matted with sweat.  As such, the dirty little mare could be heard sighing very, very gratefully when she stepped into the warm, foaming, fragrant water.

Fluttershy beamed at the mare next to her; sharing a bath was cozy and familiar, due to the countless hours they had spent together in the spa.  

Rarity smiled happily, luxuriating in the heat.  “Do you remember the first time I asked you to join me on a spa trip, Fluttershy dear?”

Blinking at the unexpected question, Fluttershy had to think about it for a moment.  “Oh my, that was quite a while ago, wasn’t it?” she mused, staring blankly at the bubbly water as she journeyed back in her mind.  She rewinded back through the soft-spoken saga of her life; lots of happy little moments of mare bonding flashed by, as did countless conversations on every topic imaginable.  And also - for her part, at least - innumerable yearning looks.  Eventually, though, her memories got kind of vague and muddled, and she had to give up with an apologetic shake of her head.

Rarity nodded, stretching backwards to ease the muscles that had grown sore from holding position for so long just now.  “I speak more of what I asked you after that day.  Do you remember? I suggested we could make it a regular visit, with just the two of us, together.” Rarity struggled for a moment; what had seemed like a smooth segue in her mind was turning out to be rather clunky.  ”I recognize this is hardly the most romantic proposal but-- Will you... continue to see me? Even if I cannot quite call you my fillyfriend? Even if... if I cannot bring myself to say the words you want me to say, just yet?”

“Make it a... regular visit?” Fluttershy considered it, repeating the phrase slowly to buy some time.  Just to occupy herself while she mulled it over, she did what she usually did when sharing a bath with Rarity: she got behind her and gently splashed some water onto those curly, purple locks, working it in with her hooves and making sure her mane was thoroughly and evenly soaked.  “Hmm... Well, I think that I would miss you very much if I said ‘no’...”

It was at this point - idly speaking those words whilst using the tips of her hooves to gently massage Rarity’s scalp - that Fluttershy finally realized that there was no going back.  Even this simple act of grooming, which they had shared so many times before, was suddenly different.  The way that Rarity closed her eyes in delight and moaned happily wasn’t innocent anymore; Fluttershy found herself blushing at the mere sound of it.  “Also, things can’t be, um, like before, I think.  D-do you feel it, too?” She could see in frowning unicorn’s eyes that it wasn’t just her.  She wasn’t imagining things.  ”So either we try to make this work or... or...” She couldn’t even finish the sentence.

“Perish the thought, my dear! I would never... I mean... Oh, how to explain?” Frustrated at the way the right words just weren’t forthcoming, Rarity brushed some clingy mane out of her eyes with an impatient gesture, before muddling on.  ”When I agreed to make love to you, I did so with the intent of trying to make you happy.  That’s... that’s really all I care about.  I suppose what I am asking is... will it make you happy, trying to fix a prematurely embittered, obviously depraved thing like myself?” She leaned back into the massaging hooves of the pegasus, enjoying the closeness of the grooming as always.  ” We’ve had a wonderful night here - perhaps it was enough for you? I... would not hold it against you, should you wish to find somepony with less baggage; somepony who could freely love you back, without reservations.” Somepony better than me.  Somepony deserving. 

Those gentle hooves slowed in their movements, and a soft, tiny drip hit Rarity’s already wet mane, swiftly followed by another.  “I don’t want anypony else,” Fluttershy spoke in quiet, tremulous tones, wrapping her forelegs around Rarity and pulling her into a tight hug.  “And n-no, it wasn’t enough! It will never be enough, Rarity.  I want to--to share everything with you.  Every night, not just this one.  Every day, too... And, and--oh, I-I’m not very good at this...”

Rarity snuggled close and breathed a sigh of relief.  "Darling... all that I am - all that I have... My soul, my time, my affections...  I willingly give it to you.  But as for my heart, well, I cut that treacherous thing loose long ago.  I never regretted doing so, until now.  Now... I want so much to find it again, so that I can give it to you as well.” Her voice grew soft; she felt like she was being selfish, but still couldn’t stop herself from entertaining a tiny little flicker of hope.  ”Could you, perhaps - if it’s not too much to ask - help me look for it?"

“I will try...” Fluttershy said with a nod.  Seeing Rarity like this, so vulnerable and uncertain,  reminded her a lot of herself.  She let her hooves run down the unicorn’s long mane again, all the way down to her shoulders, and treated those to some relaxing and reassuring kneading, too.  While she nuzzling at some of those pleasant-smelling wet locks, Fluttershy was suddenly very aware of the intimacy that suddenly existed between them, a closeness that could only be born from making love.  She wanted to hold onto that feeling.

The silence beginning to grow uncomfortable, and Rarity frantically thought of something to say.  A thought struck her - just an amusing observation.  This has been a lot like what I’d envisioned my wedding night would be like, hasn’t it? Well, perhaps not with myself as the stallion... "Well darling, I think that, should we ever decide to tie the knot, we should just spend some time resting after the vows.  We've rather done the honeymoon part justice already, wouldn't you agree?" She laughed.

Fluttershy did not join her, however; her response to Rarity’s jest was to go all starry-eyed and immediately start daydreaming about their wedding. I want a white dress! Wait, no, white is supposed to be virginal, and that wasn’t... but wait! If she wore another color, everypony would know! They’d all be looking at her, completely aware that they had... had...  Oh, but who cares, really? Let them know! she thought resolutely.  And whatever the color would end up being, she'd want to wear some nice lingerie underneath the dress, for certain.  It would be so much fun to undress each other afterwards... Or hey, maybe they shouldn't; maybe they should just go at it in the carriage afterwards, dresses and all! Wait, why was Rarity staring at her like that? Something about the honeymoon? "Hm? Oh! Oh my, yes, we should definitely have the honeymoon in Prance.  I... I mean... yes, um, what you said."

Rarity smiled happily.  I believe I might just ask her someday.  If there’s anypony I would want to spend the rest of my days with, it would be you, my lovely pony from the sky.

Fluttershy leaned into her softly.  She bit the unicorn’s ear lightly and whispered into it: “I-I was wondering, when you’ve rested a bit, can we--?”

Rarity gulped, but smiled inwardly.  My Goddesses, I’ve created a monster!



On the other side of the mirror, however, Rarity wasn’t smiling at all.  The fading scene of her passionate night with Fluttershy left her with mixed feelings of joy and regret.  They hadn’t been as intimate since, and seldom shared more than the occasional, secretive kiss, which was probably the only reason their relationship had not yet been discovered.  She was still trying to sort out the fractured mess that resided in the spot where her heart used to be, but it didn’t help that, deep down inside - her jokes about marriage notwithstanding - she still feared that Fluttershy would be better off without her.

Re-experiencing the spur-of-the-moment flurry of enthusiastic sex the two of them had shared did make her yearn for more, but still she couldn’t shake the feeling that she had taken advantage of Fluttershy somehow - that she had marred something innocent and beautiful, like a pony trampling over pristine, untrodden snow with filthy hooves.  Projecting her own, self-deprecating concerns onto the other mares, she wondered if Applejack or Twilight perhaps suspected her of planning the whole encounter.  They might think that she had invited Fluttershy over for a lingerie-fitting solely to seduce her... 

Sensing her distress, however, Applejack sauntered over and leaned in close to Rarity for a moment, draping a foreleg around her shoulder as a show of camaraderie.  “Sorry, sugarcube.  ‘Fraid I misjudged you pretty badly.”

Rarity blinked back tears, she had known in advance that seeing the final scene of them in the bath would have this effect on her.  Even then I could not say it.  The very height of passion, followed by the most intimate of baths, and still I could not spit it out... “ No, darling, you were right,” she sighed.  ”Even now, I worry about her offering me her heart, when I have so little to offer in return.  And I fear that there is no way, once given, to return such a gift.  At least, not without breaking it into a million little pieces...”

Applejack awkwardly patted Rarity’s back with a hoof.  “Rarity, y’really ought to stop doin’ that.  It’s still there in your chest, y’know, it’s just... I mean, okay, so you got yerself hurt.  You went and tried to bury that hurt in stupid.  When that didn’t work you shut yourself away, took yer heart and put up some big ol’ walls around it, to protect it like.  That filly there?” She pointed at Fluttershy, who was immersed in her own, quiet little chat with Twilight.  “Could give yours truly a run for her bits, ‘s far as stubbornness goes.  She came along with a hammer and a chisel, you catch my drift? She’ll make it through - heck, she’s already got ‘em crackin' all over the place.  I can see that now.  Don’t rightly know why y’all can’t...”

Rarity shook her head sadly.  “I dearly hope you are right, but I fear you are wrong.”

Fluttershy, meanwhile, was concluding her hushed conversation with Twilight, leaning in so closely that her muzzle nearly touched the unicorn’s ear, which had perked up and swivelled towards her.  Her whispered words were completely indecipherable to anypony else; her already quiet voice lowered to subaudible levels.  But Twilight could still understand, apparently, nodding and smiling at her co-conspirator.

Closing her eyes, Fluttershy concentrated while the unicorn fired up her horn, and touched the very tip to the pegasus’s forehead.  Twilight drew out another blinding orb of light; she squinted at it while she carefully carried it over to the mirror, before gently depositing the brilliant memory into the reflective surface, anchoring it to another mirror and moment in time.  Fluttershy solemnly watched the sliver of thought being carried off - blushing, of course, but holding her head high.



Another scene unfolded before them, wherein two familiar mares were climbing onto a small stage - or rather, one was actually climbing, while the other was sort of being dragged along.  Both appeared a tad tipsy, though it didn’t affect them in quite the same way.  “Um... Pinkie? I think I’ll be just fine down here.  Why don’t y-you go ahead and sing? I’ll be sure to cheer real loud for you...”

Even under the influence of alcohol - notable for its inhibition-lowering and bravado-imbuing qualities - getting Fluttershy to perform on a stage in front of others, even just her friends, remained a monumental feat.  She waved a wing nervously at a particularly raucous Rainbow Dash, who was shouting something that sounded like “free bird!”, for whatever reason.  As fond as Fluttershy was of birdies, and however much she advocated their liberation from cruel cages, she didn’t quite see what that had to do with anything...

Pinke spat out Fluttershy’s tail and pointed impatiently at the microphone.  “That’s not how a duet works! I can’t sing both parts, that would be silly, silly! Now, follow my lead!”

“Oh, um, okay, I guess.  I mean, if you can’t do it without me...” Fluttershy blinked slowly, wobbling a little on her hooves, and squinted at the strangely blurry monitor where the lyrics for their karaoke song were supposed to appear.  ”Um, Pinkie,” she said guiltily, slurring her words just slightly,  ”I kind of forgot what song we were singing...”

“That one song by something-something, uh...” The pink pony bopped herself over the head a few times, in an attempt to dislodge the wayward factoid.  ”Too late now! Gotta improvise! And-a-one, two, one-two-three...!”

“W-wait, you’re not thinking of singing about... about that thing-I-shouldn’t-have-told-you, that I just told you about?”

“Noooo,” Pinkie said, in a don’t-be-silly kind of way.  ”Wait, yes.”






Hey Fluttershy! Let’s us two try
to sing a quick duet!

Oh, um, okay, P-pinkie Pie.
 Hush-hush though - don’t forget...

If all, for love, you have to show
is heartbreak and regret;
there's plenty other mares, y'know,
and colts you haven’t met!

But none so dashing, confident
and rare a gem as she.
I'll wait in line and be patient;
she may still notice me?

Good things don't always come to you,
if you just sit and wait!
No need to be so passive, do
you want to be too late?!

Just wish I were a bolder mare,
with sinews made of steel...
For then, perhaps, someday, I'd dare
to tell her how I feel.

You don’t need “sea-news”, silly mare!
Only a song and dance!
Or just be coy if you don’t dare;
ask her about romance!

You want me to be indirect;
pretend to ask advice?
I fear that she would soon suspect...
Though...  it might break the ice.


Pinkie’s back seemed to twitch violently for a moment, and she looked around in startlement.  Suddenly she looked at the mirrored wall through which a foursome of future fillies were watching her.  No, not at it - through it. She locked eyes with Rarity, then smiled knowingly and winked.  Despite the initial shock, Rarity found herself smiling back incredulously.


You would not even have to lie;
there’s not much to forgive.
You won’t regret it, Fluttershy,
as long as you’ll both live...




“...” Rarity’s jaw dropped in shock.  She rounded on the shy mare beside her, barely even able to form coherent sentences from the sheer surprise.  “Fluttershy, you... Even then? You and Pinkie planned this?”        

“Um... Maybe a little bit?”

“Oh... you manipulative, deceitful, wonderful mare you!” The last vestiges of the walls around her heart came crashing down.  Has anypony ever loved me so much as this? Will I ever love anypony that much in my life? She rushed to Fluttershy and swept her up in a tight embrace, whispering softly in her ear.  “I am so sorry I made you wait, my love, but I can say it now: I love you.  I will love you for as long as you will let me.” Then she held her gently, and passionately, wantonly kissed the blushing mare.

“Uh, girls?” Twilight looked amused, but also a little embarrassed.  “We’re, erm, still right here? Girls?”

Rarity looked up in amusement, still a bit breathless.  “Oh really now, Twilight dear, you’re going to be all prudish after what you’ve just seen? What could I possibly do in your presence that would rival those delightful depths of depravity?”

“I dunno, I could think of few things,” Applejack supplied helpfully.

“Oh? I do so love to try new things,” Rarity challenged coyly; nothing could raise her ire at this point.  ”Perhaps you could make me a list?”

“Um... um...” Fluttershy stammered, finding herself caught in the crossfire.

“I still ain’t told my story yet, lil’ miss dragonlover,” Applejack said sharply, but with a huge grin; she appeared relieved by the fact that Rarity was back to her old, feisty self again, being far more comfortable with their bickering than with mushy, heartfelt moments like the one before.  ”Y’all might learn a thing or two!”

“Oh goodness, you’re right! My, where did the time go? By all means, Jackie, do continue.”

Surprisingly, several moments after uttering that name Rarity was still very much alive, despite the Applejack’s earlier threats.  In fact, the cutesy nickname seemed to be stirring up something deep within the farmfilly’s heart.  Her green eyes grew distant, staring through the other mares and the library’s walls, as if her thoughts were being carried far away, and were reaching out to somepony.

“Alright then, I will.”





“Oh, it is sure as it is sad
That any lad is every lad,
And what's a girl, to dare implore
Her dear be hers forevermore?
Though he be tried and he be bold,
And swearing death should he be cold,
He'll run the path the others went....
But you, my sweet, are different.”

- Dorothy Parker, "Incurable"