Artistic Advice

by Fuzzyfurvert

Rating: mature
Tags: Rarity, Romance, Fluttershy, Sex, Slice of Life, My Little Pony: Friendship is Magic
Length: 11902

Rarity goes to Fluttershy for some help with her sketch work and ends up with a lot more anatomy practice than she expected. A Flarity clop fic.

Rarity comes to Fluttershy for some late evening advice on the sketches she does for her dress designs. But while looking through Fluttershy’s portfolio, Rarity comes across some pieces Fluttershy would rather she’d not seen. Realizing her oldest friend has been keeping yet another talent hidden from her, Rarity asks for a little more than advice.

Contains: or at least Rarity will contain strap-on there is no futa here.

Published 2017-09-29 06:20:07 UTC
Last updated 2017-09-29 06:20:07 UTC

Not Your Average Tutorial

Artistic Advice

A clopfic by FuzzyFurvert

It was almost sundown by the time Rarity reached her destination. Fluttershy’s secluded cottage was well outside the usual limits of Ponyville, but an easy trot from her own boutique. While the walk was quick enough, her busy day had taken its sweet time to come to a close. Customer after customer had lingered, chatting and trying out multiple outfits. A few even bought something.

By the time the last pony had left her shop for the day, Rarity found herself scrambling to put together a dinner for herself and get a proper shower before it became well and truly late. Perhaps because of the frantic pace at the end of the day, she found herself grumbling and uncomfortably hunched over her drafting easel, throwing out ball after ball of crumpled paper. Each sketch was flawed, the poses stiff and the perspective skewed. The basic anatomy of her simplistic ponyforms was questionable to say the least.

To say it honestly, her sketchwork was bad and she felt bad.

Rarity held her head high and shook out her mane as she clopped up the small earthen slope to Fluttershy’s door. If she was going to get her dresses ready in time for the turn of the season, she needed to get her ideas out on paper and her current crop of attempts at such were not up to her standards. While traditional art with a pencil or bit of charcoal was not her forte, it was something Fluttershy excelled at. Not many ponies knew that, of course, but Fluttershy could occasionally be convinced to show off her delicate and whimsical art to her friends.

“And no friend is closer than your oldest friend.” Rarity grinned and reached out a hoof to knock on the cottage-slash-animal shelter’s door. Hopefully, she wouldn’t be interrupting anything like a bear massage or some sort of animal based therapy session. In the many years Rarity had known Fluttershy, the pegasus had a knack for ending up in odd situations when left to her own devices.

Rarity rapped her hoof against the wood gently and waited a few seconds before calling out in her most sing-song tone. “Fluttershy~! It’s me, Rarity, darling! I have something important to ask of you.”

A moment later she heard the latch on the top half of the door click over. It opened just a crack and a pretty blue eye peeked out from inside.

“Is there...um...is there a rampaging monster we have to deal with?”

“No.” Rarity shook her head and flashed a smile at Fluttershy. “In fact, it’s—”

“Is there a friendship problem the map wants us to fix?”

“Er...no. Thought I suppose this does involve our friendsh—”

Fluttershy opened the door a little more, her eyes growing large as she looked up at Rarity. “It’s not a messed up spell that will require our unique talents to put right or the wh-whole of Equestria will be in grave p-p-peril?”

“Oh heavens, no, Fluttershy!” Rarity sighed dramatically and leaned against the door to force it wider open. “I need your help with a personal problem. Nothing is in peril except next season’s premier fashion line from yours truly!”

“Oh.” Fluttershy smiled weakly and scooted backward to let Rarity into her livingroom. “Sorry. I was just worried that I’d have to leave my animal friends alone again at short notice. Which means leaving them in Discord’s care.”

“Oh! I could see why that might be a problem.” Rarity froze halfway into the cottage and looked around quickly before whispering. “Discord...isn’t here right now, is he?”

Fluttershy shook her head, her smile growing firmer as she climbed back to her hooves. “He’s out LARPing with the boys.”

“Ah.” Rarity nodded in faux understanding. She wasn’t sure what a ‘larp’ was or how one would go about it, but if it kept Discord’s antics away for a while, she’d be grateful.

“So…” Fluttershy tilted her head to the side, “what’s the problem you needed help with?”

Put on the spot, it was Rarity’s time to turn bashful. Out of all their friends, she was the one known for artistry, even though they now knew about Fluttershy’s talent. It felt more than a little like a personal shortcoming to ask for help when she was supposed to be the experienced one. Well, Rarity reasoned, am I not experienced enough to know when to turn to those that I know can help me in times of difficulty? Feeling like this is silly of me. But still…

“Um...yes! Please help me!” Rarity opened the flap on her saddlebag and pulled a large pad of paper out from behind her back and thrust it forward, her eyes on Fluttershy’s rug. “I’ve had a terribly long day and when I went to draw up some ideas for my next set of dresses I couldn’t get the proportions right no matter how I tried and every line was a colossal failure! But I recalled how you once told me once that you would help me if I ever needed it, but I have no idea how to fix this and I thought you could help me out because you draw such detailed erotica!” Rarity blurted in a rush.

Fluttershy stared at the drawing pad, her ears flattening against her head under Rarity’s outburst. “What.” She was too shocked to actually make it sound like a question. Her blue eyes rose up the unicorn’s flaming features as her friend started to wriggle and shuffle in place.

“C-Can you teach me how to do better anatomy and poses?” Rarity whispered in a very quiet voice.

“Why d-didn’t you ask Twilight?” Fluttershy’s hooves itched. She wanted to back away, but Rarity was obviously pushing herself to ask this, so it was the least she could do to stay put until things were resolved. “Wouldn’t she h-have art books in the library?”

“Because! She was going to meet up with Princess Luna tonight! You know Luna is always so busy that getting an audience with her like this was hard even for Twilight!” Rarity exclaimed. “Besides, she would ask me why I needed the key to the adult section.”

“Why don’t you ask-”

“Pinkie doesn’t care enough about consistent lineweight or correct perspective. Applejack only occasionally paints landscapes. And don’t even suggest Rainbow Dash!”

“B-b-but…” Fluttershy pleaded, wracking her mind for somepony else that might have the skills that would actually be useful to Rarity.

“I can’t, Fluttershy! It’s too embarrassing to ask any one except you! We’ve known each other forever. Okay, well, since we were both very young, but we’re fillyfriends aren’t we? And I thought it’d be alright since you’re Fluttershy, darling. I mean, I’ve known about your artist talent since we were foals and you’re better with drawing the supple curves of a mare than I ever could be! Your experience as a model helps too, because you know how to hold your tail and make a pose all the more alluring.”

“Uh…that wasn’t...exactly...a compliment.”

“I didn’t mean it like that!” Rarity reared up on her hooves, hugging the sketchpad to her chest and swooning dramatically. “I just meant…you’re into this kind of artistic expression, in fact, you’ve probably drawn even more detailed models since the last time I got a peek at your profile. Darling, can’t you just show it to me? Plus, I know I can trust you not to tell anyone! You’re too nice a filly!”

Rarity clapped her hooves together in front of her red face. “Please, please, please? I know you must have some recent anatomy studies you can show me!”

“Uh…” Fluttershy blinked rapidly at Rarity, as her friend nearly prostrated herself on the living room rug, face down and cutie mark up. Rarity was serious about getting her help and clearly stressed about having to ask for it. The normally suave mare she knew was nowhere to be seen. Fluttershy nodded slowly. “Yeah, Rarity…sure…”

She turned back toward her small bedroom and told her head to stop making mental pictures of Rarity in that pose right now. Rarity stumbled up after her, sketchpad and now a fresh set of pencils floating along near the ground behind them.

“Thank you, Fluttershy, darling.” Rarity mumbled gratefully under her breath. Her cheeks were still burning, but she hoped a few visits to the spa on her bits would be enough to compensate Fluttershy and buy the pegasus’ silence on her shameful display. She followed Fluttershy up the little curving staircase to the cottage’s loft and Fluttershy’s personal area. It was as clean and decorated as her own back at the Boutique, but it was far more cluttered with small effects and items she could scarcely guess at the purpose behind. Much of the items were surely tools Fluttershy used in her animal care.

“It’s no problem.” Fluttershy looked back down her side at Rarity without really turning her head and then stepped over to the box where she kept her supplies and loose doodles. She opened the lid and the top page caught her eye. It was covered in dozens of small doodles and half-completed sketches of a mare in multiple poses. Lewd poses. There were even a couple of close ups of what she imagined was normally kept well hidden under a voluminous purple tail. Oh...horseapples.

Flaring her wings open wide, Fluttershy reached into the box and yanked up the first several loose pages and shuffled them to the back of the stack. She shivered when she heard Rarity murmur a question behind her and pulled out a random sheet. She scanned it quickly for any drawings that looked like Rarity herself. Thankfully, the one she’d pulled only had original characters on it in somewhat less lewd positions. There was no mistaking what was going on between the sketched mares, but at least there weren’t any detailed studies or explicit shots of genitalia.

Fluttershy spun around, pressing her back up against her desk and the box and shoved the artwork into Rarity’s face. “Here you go! You can even take it home with you...if um...if you want to.”

Rarity stumbled back a step, falling on to her rump a few paces away from Fluttershy. A few quiet seconds passed between them, her eyes surfing through some of images on the paper. Her blush from before returned with a vengeance. Rarity glanced up at Fluttershy out the corner of her eye and then turned her attention back to the page. Rarity stared at the small doodles and then tilted her head, eyes wide.

“Fluttershy, darling? How can they do that? This clearly looks like a filly, but she’s mounted up like a stallion behind the other...”

Fluttershy burst into laughter. Rarity’s reaction to her drawings was always adorable to watch. For all the sophistication and worldliness Rarity presented, she had forever been slow to pick up on the small details of Fluttershy’s artwork. Which, she supposed, was the real reason for the skill gap between them. She pushed the paper closer to Rarity, counting down the seconds in her head until it clicked for the unicorn.

“EGADS!”

“Rarity, d-do you want to use these?” Fluttershy giggled, biting her lip to keep from laughing harder at Rarity’s flustered expression.

“One: I don’t need something so...evocative.” Rarity snorted, struggling to regain her composure. “Two: I wanted something fresh! I can see you dated this at the bottom and that’s from more than three months ago. And thirdly: what even is this? I certainly can’t twist like that!”

“That’s not that difficult if you think about it.” Fluttershy disagreed, turning the page around to look at the specific pose Rarity had jabbed a hoof at. “You’re over exaggerating, and I know you do yoga classes at the spa. Besides Rarity, it’s been my experience that sometimes, doing a pose yourself helps you figure out how to properly draw it. Maybe you should try some of these?”

“Like Tartarus I am!” Rarity snapped, folding her forehooves over her chest. “Let’s see you try it.”

“I thought the point of you asking to see this was for you to try it?” Fluttershy countered gently, letting the paper in her hooves droop down. “I obviously already have it figured out, Rarity.”

“Oh…right.” Rarity sighed tiredly and set her supplies on the desk. She shuffled over to Fluttershy’s bed, doing her best to appear upon by her friend’s demand that she learn things the hard way. Hasn’t my day been long enough? Do I not deserve to just have her show me how to make my own sketches look that good?

Rarity flopped on soft bed with all the grace of a sack of potatoes. She rolled over onto her back, and braced her forehooves against the headboard, arching her back. “How’d it go again, Fluttershy? Like this, darling?”

“What the!” Fluttershy squeaked, her eyes going wide as Rarity took the pose of the mare on the receiving end of the action. The sketch on the page was fairly basic with simplified lines that drew the eyes to where the two ponies met while using the body of one to hide the action. It left things to the imagination while spelling it out at the same time. Without another body to cover her, Rarity’s tail could barely hold those amazing curls high enough to keep her personal action obscured. “Not right now! I m-m-meant at home! By yourself!”

“Oh it’s not like you don’t know what this looks like, darling. You drew it to begin with. Besides, I’m just going to see if I can do it!” Rarity grunted with the effort of lifting her back in the same graceful arch as the drawing. She felt somewhat silly. Doing this sort of thing was something that should probably be reserved for a private moment, but if she couldn’t mimic it, she knew she would be right back here asking Fluttershy for more advice. Rarity giggled when she finally felt she was posed correctly, her mind already turning the absurdity into a potential avenue for marketing. Perhaps I can have a few of my ponnequins posed like this? Allure always sells, and shock value could lead to plenty of word of mouth advertising.

Fluttershy facehoofed herself, cutting off the teasing image her friend was unintentionally providing for her. It is unintentional...right? Rarity isn’t the type to...should I ask...would that be weird? She groaned and spun around so she wouldn’t see Rarity’s curves laid out over her bed. Fluttershy opened her box of loose supplies and glanced down at the artwork there. Rarity’s divine eyes stared heavy-lidded back at her through a tousled mane. “Please, don’t.”

“Why? Look, it’s like this, is it not? Just imagine a dress on one of my ponnequins in the window at the Boutique in this pose. I’d be the talk of town!” Rarity’s laugh turned into a strained grunt. With her legs up against the headboard, the arched position she was maintaining made her stomach muscles clench a little painfully. “I think this works better with a second pony, Fluttershy. We should keep looking for...other...inspiration.”

“Y-yeah…” Fluttershy nodded, flipping through more pages of sketches. More pages of Rarity in every pose and position imaginable. A nagging feeling in the back of her head wanted to turn around and examine the details. See how close her imagination had gotten to the real deal. Don’t think about it. Don’t even think about it. She thought about it anyway. Okay, well, don’t say anything about it.

After flipping through a few more pages, Fluttershy was acutely aware of the growing tightness inside her. It didn’t help that more mental pictures of Rarity in those different positions kept popping in her head at every new page. She could just see Rarity’s face: cheeks red, eyes fierce as ever. Every now and then Rarity would shift quietly, letting her drink in all the details, every curve and swell, as she drew Rarity in exacting precision right down to the folds in her—

“Do you have a chair I could use instead, Fluttershy?” Rarity shuffled again on the bed, rolling into a seated position, her thighs rubbing together. She blushed heavily, hopping Fluttershy hadn’t noticed how the lewd posing had affected her. She felt hot and said a silent prayer to Celestia that she wouldn’t leave any staining on Fluttershy’s linens when she got up.

Startled out of her thoughts, Fluttershy fidgeted nervously, running her sketches across her hooves. The slide of the toothy paper soothed her. “N-No…not up here. Sorry.” She picked up the top page with the tips of her hooves and picked at the edge of the paper. She worked her hips, but didn’t stand. Fluttershy felt like she was on fire, the tightness inside her was reaching unbearable levels and she knew if she stood up too quickly there would be no way Rarity wouldn’t notice the juices that were starting to leak onto her floorboards. “I could g-get one…”

Fluttershy brightened, her ears perking up through her mane. “I can go back down stairs, if you’d rather pos-po-p-p-pr-practice by yourself! I should have offered before, how silly of me! I’m such a silly pony.” Fluttershy looked hopefully over her shoulder at the doorway from her loft bedroom to the rest of the cottage below. The part of her pressed into the floorboards left a wet smear when she shifted. If I just can’t see her, I can save myself the pain… oh, but what if Rarity tells me to leave and she notices? Have I updated my Will? If I die on the spot, covered in my own juices, I hope mom and dad will know what to do with my body.

“No, that’s okay, darling. Would you care to help me another pose?” Rarity held up the sketches and tapped it with her hoof. “This next one would require somepony to hold my legs up while I twist...and er...is she biting the pillow?” She flushed, the more she stared at the images, and started to fan herself with the paper.

“WHAT?” Fluttershy gagged, her own cheeks turning crimson, certainly foretelling her own death by embarrassed self combustion.

“Eh?” Rarity’s face blushed deeper, her muzzle starting to color when she noticed Fluttershy’s similar predicament and realized what she was asking of her friend. “Oh...I meant help me learn how to draw it! I’m so sorry, Fluttershy!”

“Uh…maybe you should…try it yourself? I’ve never been able to get into that position alone either, at least not the one on the receiving end.”

Rarity raised a sculpted eyebrow, eyeing Fluttershy. “All right...well...perhaps I’ll just try the next one while you find some more recent sketches? I do really want to take a look, dear.”

Fluttershy facehoofed, groaned and turned back to her box of artwork. I was hoping she’d forget that. What am I doing to myself? All my most recent work is just a bunch of poses of Rarity! I need to get out of here or I really am going to die of embarrassment.

“OH! I see now! There is a toy between them!” Rarity squealed happily, squinting once again at Fluttershy’s drawings. “Here I thought it was that other thing, foba? Fooda? Foot...something or other.”

“Rarity…” Fluttershy groaned again, face in both hooves. “It’s futanari. I’ve told you this.”

“What was that? It doesn’t matter, nopony will bother us this late. Sweetie’s spending the night with our parents and the boutique is closed. It can just be the two of us having a fun little art party! Pinkie Pie will surely be jealous when she finds out.” Rarity giggled, throwing her arms and the page of artwork into the air. She quickly snagged it again in her magic, putting it back in the box by Fluttershy and then tried again in a more sedate tone. “Whoo hoo!”

Fluttershy burst into laughter despite her reservations about the situation and Rarity joined in with her almost immediately. As the laughing subsided, Rarity sauntered over besides the pegasus and leaned into her shoulder. Normally Fluttershy could ignore it, but in her current…condition… Rarity’s chest fluff against her side made Fluttershy’s muscles tense. She locked up a little and nearly missed seeing Rarity narrowing her eyes on the page on top of the stack.

“Heeey, I haven’t seen this one? I knew you were holding out on me, Fluttershy! Darling, these are even more detailed than the last...and so lewd!”

Fluttershy glanced back at the sheet of paper and her heart almost stopped. It was covered corner to corner with explicit anatomy studies, all of them of a curly-maned mare on her stomach, her hooves reaching from under her body to spread her lips and wink. There was even a hint of juices dripping out of the character, running over the hooves to pool on the nonexistent floor.

“That...doesn’t look like it would work.” Rarity lowered her head, getting a closer look at the action. “I mean, she can’t move her arm now, just her wrist and hooftips.” She paused, mouth slightly open and cheeks burning, as she took in the rest of the details of the character on display.

The sweeping curl of the mane and tail. The lithe body form. The three diamond cutie mark.

Rarity blinked. Then she blinked again before turning her head to look back at her own flank. “You drew...me?”

“What?” Fluttershy stared at Rarity, one eye twitching, her muzzle trying to frown and smile innocently at the same time.

“I mean, you obviously drew me like this, case in point.” Rarity pointed back and forth at her set of diamonds and the ones adorning the flank of her lewdly exposed 2D counterpart. “You’ve known me long enough to draw this from memory, but do I really look like that? To you, Fluttershy? You’ve never asked me to model for you. Why didn’t you let me help out?” She leaned forward, her arms wrapping around Fluttershy’s arm. “Why not do that now? Think of it as a fair trade for helping me with my dress forms.”

“I-I...don’t th-th-think...” Fluttershy sputtered, trying to spit the words out, while her every sense seemed intent on focusing on just how warm and soft her friend’s body was were they pressed together.

“Why ever not?” Rarity’s eyes widened and she let go of Fluttershy’s arm. “Oh, I’m sorry! I didn’t mean to crowd...” She backed away slowly, clapping her hooves together nervously, eyes downcast. “I...I’m...really dense sometimes, aren’t I? Of course you wouldn’t want to...I mean...you wouldn’t be the least bit comfortable with something like that.” Her voice softened down to whisper level. “I’m really a silly pony sometimes and I feel totally embarrassed now. I’m sorry, Fluttershy. I’ll show myself out.”

Rarity started to scramble to her hooves, Fluttershy staring at her best friend in amazement. Before Rarity could get more than a step away Fluttershy reached out with her wing and grabbed Rarity’s shoulder. She yanked harder than she intended, causing Rarity to stagger back until the unicorn fell against Fluttershy’s side. She pulled Rarity onto a tight hug and then pressed her forehead against Rarity’s. Fluttershy looked into those widened crystal blue eyes.

“That’s the stupidest thing I’ve ever heard you say.”

“Fluttershy…” Rarity gazed back into Fluttershy’s eyes, shocked to find herself enveloped in warm yellow feathers and sweet smelling pink hair. She held her breath, unsure of what she should do, but she knew she wanted to see where this was going. Her insides were still twisted pleasantly from looking at Fluttershy’s drawings, and hearing the pegasus take charge of the situation was only serving to send the butterflies in her stomach into a swirling swarm. Her limbs felt weak and she let her arms drop comfortably to her side, when she felt something wet and slick against one hoof and made her look down.

Her fall must have knocked Fluttershy back a pace or two, as her hoof now rested in the spot where the pegasus had been sitting, the floorboards stained a little with fluid. Quite clearly, just next to them, was another stain where she’d sat a moment ago. “Oh…”

“Turn around.” Fluttershy guided Rarity with her wings, helping her turn and look into the box with all the various sketches, doodles and fine anatomy studies. She reached in with a hoof and spread out the sheets of paper, revealing more and more images of Rarity herself. Not all of them were lewd or sexual in the slightest. One page held nothing but portraits of Rarity’s face where she’d struggled to get the angle of those full lashes just right. Sketch after sketch showing her dedication to capturing the beauty that Rarity radiated effortlessly.

Rarity held her breath, watching Fluttershy lay these personal sketches bare before her. She was tucked up against the pegasus, Fluttershy’s hammering heartbeat pushing against her belly. Fluttershy faltered next to her, hoof on the back of another loose piece of paper. Rarity could feel Fluttershy’s entire body shivering slightly and shifted her weight practically into the filly’s lap. It seemed to help as she was wriggled her hips backwards, back into Fluttershy. The shivering ended.

Fluttershy forced her heart back down her throat and allowed her hoof to move again. The next page was the one she’d always most feared Rarity would see. Now that they were at this point, she needed to get this over with and show the unicorn just how she’d always felt. Rarity gasped, a soft sound near her ear, but she couldn’t bring herself to look over at Rarity’s reaction to seeing herself rendered lovingly with a partner this time. One with wings and a gentle wave to her mane and tail. Most of the images showed them embracing, sometimes kissing. More than a few showed Rarity writhing in pleasure with Fluttershy’s avatar face first between her pillowy thighs. Some near the bottom of the page showed them enjoying a toy between them.

In all of them, Fluttershy was clearly on top or working to please Rarity with hooves, feathers, tongue, or a veiny-looking toy strapped to her crotch.

She could feel Rarity heating up, the unicorn breathing in short, shallow bursts. Almost panting. “Rar...Rarity, I’ve always wanted you to model for me, b-but it always seem to work out the other way. I love wearing the dresses you make, but just once, I’d like you to be my muse. I was just...just scared to ask,” Fluttershy turned slightly, looking up at Rarity through the bangs on her mane, “because I didn’t think I could k-keep this inside anymore if you were posing just for me.”

“Fluttershy...darling…” Rarity looked up, eyes half-lidded and her gaze soft. She felt that any sudden move might break the spell, revert Fluttershy to the reserved, timid filly she normally was. “If you felt like this, I wouldn’t mind. Nor refused you.”

Rarity smiled sweetly, leaning forward to gently brush her lips against Fluttershy’s cheek. “And if I might offer a small critique?” She reached down to the sketches, her hoof side by side with Fluttershy’s. Rarity tapped the tip atop one of the close ups of her own hindquarters. “My beauty mark is actually a little lower than this. Closer on my inner thigh than you have it here.”

“I was kind of guessing…” Fluttershy hung her head, hiding behind her mane. “I’ve only ever caught a couple of glances of it.”

“Would you like to get a better view of it?”

Fluttershy nodded mutely, her muzzle on fire and clamped shut to keep from breaking whatever spell she was under. Getting to actually see her friend like this was a dream she’d had multiple times, playing out in dozens of different scenarios. None of them had been quiet like this however. She looked down, at her and Rarity’s hooves and sides pressed together. One small move and she could turn the unicorn over, lift that delicate tail and get a good first-hoof look at what she’d only imagined.

Then Rarity moved for her. The unicorn giggled playfully, telekinetic grip fishing out one of the pages of sketches of the two of them together before skipping gaily back over to Fluttershy’s bed and flopping down on it hard enough to make Pinkie Pie proud. It just made the frame groan.

Rarity drew one of the pages near to her face, squinting at their likenesses. “I want to try this one first!” She laughed again and rolled over onto her back, holding the sketches above herself. “I love all the tiny details here, darling!”

“You...you aren’t...mad, or anything?” Fluttershy scratched her head with one wing-wrist. “I-I-I’m honestly surprised, Rarity…”

“Surprised I would accept this?” Rarity scoffed, waving her hooves about expressively as she spoke. “I admit, I wasn’t expecting this...but you have always been full of juicy secret talents, Fluttershy. In all the years I’ve known you and never once a peep. You have a stronger will than I do.”

Rarity looked up and down her body at Fluttershy and smiled sweetly. “I would have broken down long ago and just jumped your feathers if you’d told me you had any interest in me like this.”

“I...I don’t,” Fluttershy looked away, rubbing the back of one ankle against her shin, “think I’m strong. I’ve just been to te-terrified...to say anything. You’re always surrounded by suitors and things. I’m...okay...with just being your friend.”

“Best friend.” Rarity corrected, holding up one hoof for emphasis. “We’ve been friends since before we started school as fillies, Fluttershy. We’ve shared practically everything, why not this too? You are the sweetest mare in the world, darling, and extremely easy on the eyes.”

“Really?” Fluttershy jerked her head up, grabbing her mane anxiously and running her hooftips through it.

Rarity shifted her smile into a smirk, raising an eyebrow. “How do you continuously seem to forget you were a professional model a few years ago?”

“Oh y-yeah.” Fluttershy giggled nervously, her flush continuing to turn her muzzle and cheeks a deep pink under her yellow coat. “It’s just...how would we even start? You were the one that wanted to practice, remember?”

Rarity chuckled softly, pulling the sketches closer and reexamining them. “Well...why not we do both? You suggested getting into the position I wanted to draw, right? We could try some of these...and if we feel like doing more than just posing…” She ended on a purr, wriggling her back into Fluttershy’s soft mattress. Rarity sighed as she got comfortable, letting her legs spread a little, but keeping her tail tight against her body as she looked back at Fluttershy with half-lidded eyes.

Fluttershy sat where she was, shivering lightly. She tried to look away from Rarity, but no matter where she pointed her eyes, they were drawn back to the mare on the bed. Drawn to where lustrous purple hair fanned out over a white dock and spilled across one thick thigh. She had to see, she just wasn’t sure if she had the strength Rarity thought she did, to hold herself back from doing anymore than just looking. She got to her hooves and took a couple of timid steps forward, inching closer toward the bed.

Rarity watched her the whole way, waiting while Fluttershy battled her twin desires to get closer and run away. Fluttershy pushed one hoof in front of the other, her gait more than a little stilted and erratic, but Rarity kept eye contact with her the whole time, the unicorn’s smile soft and patient. It was the same smile that she’d seen from Rarity hundreds of times while she waited on Fluttershy to make up her mind or work up the nerve to try something new. There was no rush. No pressure. When she finally stumbled up to the bedside, the smile only got brighter.

“Are you okay with this, darling?”

Fluttershy nodded, some of the tension in her easing out. “Yes...if it’s okay with you too?”

“Very.”

More tension flooded out of Fluttershy, her throat loosening and heartrate starting to plateau. She relaxed against her bed, putting her forehooves onto the blanket next to Rarity and sliding gently forward. She smiled gently, hiccupping out a laugh as the reality of the situation settled on her. “Are we really doing this, Rarity?”

The unicorn nodded quickly, a playful cheshire grin spreading across her face. “Really!” She laughed, tilting the page in her magic so they could both easily see it overhead. “I’d like to try all of these. But some of them look like they require a prop to mimic accurately.” Rarity brought the pictures closer again and pointed at the straps around Fluttershy’s likeness’ waist. “I know I keep gushing over the details, darling, but how did you figure out how the stitching and riveting would work on something like this?”

Fluttershy blinked, looked up and reached with her wing to snag a heavy duty strap harness off the shelf over her bed. She dropped it next to them on the bed, turning it over in her hooves so Rarity could see the same thick straps, reinforced stitching and metal rivets that would hold it fast to a mare’s hips even under a powerful bucking. Rarity’s eyes widened when she turned it again to show off the hole where a toy would be inserted. It was almost enough to allow her entire hoof through the opening.

“I like to draw from life when I use props. It’s not always needed to get the point across, but sometimes I like to lose myself in the tiny parts. I think it gives the artwork more life that way.”

Rarity nodded, slowly this time, her eyes still wide as she took in the buckles on the leg hoops and the adjustable tail loop on the back of the primary belt. “I...I can see that. I thought that was some sort of animal harness!” She giggled nervously. “Though I suppose it does hold an animal of a sort, doesn’t it?”

Rarity glanced back at the little pictures of herself. “A rather big one…do you...?”

Fluttershy leaned back, twisting around to reach under her bed this time and pull out a narrow case. A second later, more than a few pounds of silicon flopped onto the bed next to Rarity, making the unicorn jump in surprise.

“Sweet Celestia! That thing is as long as my torso!” Rarity gaped, pushing herself up on her elbows to stare at the pink and brown speckled double ended horsecock that suddenly shared space between them. Both ends had flared heads and girthy medial rings that would be the envy of any flesh and blood stallion. Essentially, two turgid shafts met in the middle with a single shared set of balls, the length of which looked like it would reach from her tail to the bottom of her throat.

“I don’t think that would fit, darling!”

“Oh, it will.” Fluttershy resettled herself on the bed, lifting the harness in her hooves again and working the tip of one of the cockheads into the ring hole at the crotch. “I made sure they were compatible before I ordered them. It’s a little difficult to work it in at first, but it just takes a little bit of pressure and care, and it goes right in.”

Fluttershy smiled, holding up the mounted dildo. “See?”

“I was referring to it fitting in me.” Rarity swallowed harshly, fanning herself with one hoof.

Fluttershy let the strap-on back down onto the covers, looking away from Rarity. “Oh. Um…”

“Perhaps we should start with something else?” Rarity reached out and petting Fluttershy’s hoof, smiling reassuringly. “It’s not like you haven’t provided us with plenty of options to try out. All of these look positively delicious, Fluttershy, and I really do want to try getting into position and seeing where inspiration takes us.”

The pegasus fidgeted, wringing her hooves. Fluttershy tilted her head, opening her mouth to speak, thought better of it and closed her mouth again. She tried again, but she couldn’t decide the best way to proceed, or what to say. She looked at her own artwork, at the oldest of the sketches where she was just holding Rarity close, kissing a trail through Rarity’s coat along the unicorn’s graceful neck and over the collar bone. She wanted to try something like that, but even with her friend’s express permission, she just couldn’t find to will to move.

“Put the back of your hooves against my frogs.” Fluttershy looked at Rarity blankly for a moment, then did so. “Follow my lead, okay?”

“Okay.” Fluttershy murmured quietly, the warmth of Rarity’s hooves washing away the tension that had rebuilt itself inside her. She hardly noticed when Rarity moved the sheet of sketches to her headboard, keeping her eyes on their hooves as Rarity guided them up and over her chest.

Rarity ran Fluttershy’s hooves down those white sides. Fluttershy almost didn’t believe this was happening, that she’d somehow made it to bed and was dreaming it all as she was guided to cup her friend’s pert breasts and then continued downwards over Rarity’s thighs. Rarity’s hooves fell back, her reach limited, and Fluttershy continued to run her hooftips down and felt Rarity sink further into the bed. She tucked her hooves under Rarity’s tail and felt soft, yielding flesh against them. At some point Rarity had developed a little extra weight in the dock and thighs that she hadn’t noticed before, but it only increased her already spiking pulse at the thought of what other secrets were hiding under that swath of purple locks. Up her hooves went over again, back over flanks and cutie marks, each spot of pressure and tiny caress of Rarity’ skin making the unicorn sigh and gasp. Back over Rarity’s teats Fluttershy’s hooves slid to tweak at the hard pink nipples hiding in an endless sea of white fur. Then back down over that thick satin-y tail and the spot she she really wanted to explore. With Rarity’s tail there, however, she barely even felt the shape of anatomy underneath.

That needs to go. Fluttershy decided quickly. She moved as gently as possible, pulling the tail away. Rarity made a funny little noise, but didn’t stop her.

The coat there felt even softer than on Rarity’s belly, and smoother. The unicorn groaned softly and reached down to grip her own breasts, squeezing and whimpering softly. Fluttershy kneaded the pliant flesh of Rarity’s inner thighs, forcing Rarity to wriggled her rump and stomach muscles to clench. The quiet whimpers were driving Fluttershy slowly but surely insane. It was taking all her willpower not to push her hooves away and run for the stairs. But the more she did, the more she touched, the more Fluttershy could barely control herself. The thing she’d dreamed of, had spent hours thinking about while doodling, the pony she’d wanted to be more than friends with for years was letting her do whatever she wanted. Rarity was literally at her very hooftips, and the war within her was being steadily won by her libido—which was a surprise in and of itself.

Unable to stop herself, and unwilling to stop now, Fluttershy softly brushed away the final strands of Rarity’s tail, revealing a plump white mons and wet, pink labia. She made her way down, tracing the gentle rolls of coat between Rarity’s legs, teasing the sensitive flesh there with her breathing. Then, right where the cheeks began to part again for the tight circle of Rarity’s ass, was the little beauty mark she’d only guessed at the position of. With one timid hoof, she kneaded into the heavy globes of smooth, warm flesh around it. The other hoof ran down her own stomach and over her sex to press against her leaking lower body. Fluttershy moaned, low and guttural, and leaned forward to bring her muzzle up against Rarity’s beauty mark. Her hoof pressed against herself harder, hunting down the nub of pleasure there without guidance.

Fluttershy moved her hooves and mouth in concert, going after both pussies in reach like a starving mare in a hay field. After a few moments, she managed to work herself into a panting mess, huffing away in Rarity’s crotch, tongue tasting everything her eyes could see and more. She wrapped her free arm around Rarity’s waist and pulled the unicorn closer. Rarity’s dripping marehood was open before her in seconds and Fluttershy wasted no time pressing her entire muzzle in as deep as she could reach. Rarity screamed, grabbing the back of Fluttershy’s head, and helped by pushing her rounded hips and wriggled back into Fluttershy’s face eagerly.

“W-Wait, we’re forgetting something, aren’t we, darling?” Rarity gasped suddenly, arching her back when Fluttershy’s tongue hit a particularly sensitive spot.

“Wh-what?” The pegasus murmured breathlessly, barely lifting her head.

“The toy.” Rarity giggled, struggling to catch her breath and reach for the massive dildo sharing the bed with her. “I-I need something to fill me, Fluttershy. You’re doing wonderful things, darling, but...a mare sometimes needs something that can reach a bit deeper than your enthusiastic tongue work.”

“OH!” Fluttershy raised her eyebrows, looking over Rarity’s legs at the strap-on. “Um...of course...sorry…”

“I don’t mean to imply what you’re doing is bad! Quite the opposite, in fact! I’m soooo close, Fluttershy...I just need something...inside, you understand?” Rarity twisted and reached forward, grabbing the toy and turning it over in her hooves. Fluttershy’s arm wrapped tighter around her waist, head falling back into the messy, wet fur there. Rarity pushed the toy toward the pegasus, smiling. “I want to see you put it on.”

“Are...are you sure, Rarity?” Fluttershy swallowed, glancing back and forth between the strap-on and her friend. “I know it’s kind of big.”

Rarity’s smile widened and she nodded. “It is...but I know you’ll be gentle with me, won’t you, Fluttershy?”

Fluttershy thought about that. She sat there, breathing in Rarity’s scent, hoof still pressed up against her own aching clit. She was soaked. So was Rarity. She knew the toy felt good when it was burried deep inside her, touching parts of her she couldn’t reach on her own. She shot a look up the little sheet of paper on the headboard, where her avatar was being less than gentle with Rarity’s lookalike. She could start off gentle, and perhaps, after a little more stimulation, Rarity might be in the mood for something a little rougher.

She stood up, mounting up onto the bed, her belly pressed against the unicorn’s. “Spread your legs on either side of mine.” Fluttershy whispered against Rarity’s ear. She nodded mutely and took the toy in her wings when she felt Rarity’s legs hook her knees. “Don’t clench up.”

“Too late.” Came Rarity’s quiet reply as Fluttershy reared up over her and started to slip the straps and buckles around those thick yellow thighs. She giggled nervously, her abdominal muscles twitching while she watched Fluttershy use wing-grip to maneuver the toy and fasten the various straps.

“We can fix that.” Fluttershy bit her lip, adding her hooves to the mix of handling the massive toy and angling the tip on her side of the harness up to tap into her other lips. “W-watch me, Rarity...please.” She spread her wings for balance on her rear legs, holding herself up, exposed for Rarity to see the faux-stallionhood press into her. She worked her hips, grinding on the soft ridge of the flared head, slicking the end with the juices she was practically drooling.

“Unf.” Rarity nodded once, biting her own lower lip, and tucked her tail out of the way while she watched Fluttershy’s pussy take in more and more of the toy’s head. She flinched when the first few inches vanished with a wet sounding ‘pop’, her body almost vibrating with need to be filled and taken. “Oh my goodness...Fluttershy, darling...shouldn’t you be using some sort of lubrication?”

Fluttershy shook her head, tossing about her pink mane, but didn’t speak. Her eyes went wide as the sensation hit her, then they rolled back and she let out a guttural moan of satisfaction. She sucked in a shallow breath, one hoof switching back to the straps to tighten them and haul the monster deeper inside. “N-n-no...no…’m wet enough...like it.” Fluttershy worked her jaw around a higher pitched mew when one of the realistic raised veins slid over her g-spot. “Besides...need it tight on my end. Lube...lube’s for you…”

Fluttershy sucked in another hiss of air between her teeth and pointed at her bedside table. Taking the hint, Rarity’s horn lit up and opened the drawer there to draw out a bottle of slick gel. It floated over to her and Fluttershy took it in her hooves. One final cinch with her wings slammed her half of the toy home, leaving her with the better part of a leg’s length of dick to slam into her friend. Holding herself still until the shudders passed, Fluttershy popped off the top of the little bottle and drizzled a liberal amount of lubricant on the drier half of the strap-on. She set the bottle aside and worked the shaft, coating it all over while Rarity twisted and bowed on the bed before her in anticipation, Rarity’s soaked nethers spasming open and closed on its own.

She took it as a signal to begin. Fluttershy held the thick dildo in one hoof, so her other hoof was free to cup at her breast right above the heavy straps. She found a hard nipple and kneaded it until she felt like melting. Rarity followed her lead eagerly again, reaching down to play with her own teats. Fluttershy looked down her body and found the small nub of her other breast and flicked it with the edge of her hoof hard enough that she jumped and squeaked. Then she shifted her stance and dropped the heavy strap-on onto Rarity’s cunt. It hit with a splatter of natural juices and gel, the dark colored dick standing out well against the white and pink backdrop. Somehow she also managed to land it right against Rarity’s clit when one of the spasms had the unicorn most exposed. The contact seemed to send a jolt through Rarity and she bucked back against Fluttershy’s belly with a girlish shriek.

Fluttershy giggled, smiling down into those blue eyes. “It’s not going to bite, Rarity.”

“I was just startled. You could’ve warned me, Fluttershy.” Rarity coo’ed, looking up at the pegasus with the best set of bedroom eyes she could muster. “It’s alright, darling, keep going.”

Rarity’s voice…saying my name…Rarity exposed and pressed up on my lap. The thought alone was enough to consign her to a night of cold showers and intense self-love. The reality, however, was more than her imagination had ever achieved. The weight of the other mare, their breathing falling in and out of sync, the smell of Rarity’s perfume mixing with the scent of a mare in lust...it was more than Fluttershy would normally be able to handle. But she was not going to let this chance pass her by. She certainly wasn’t going to leave her friend hanging either. Fluttershy tightened her grip around her nipple and she grasped at the pressure on her breast. She pushed her hooves down and reached out to guide Rarity’s to grip the shaft.

Rarity’s entire body tensed as the toy pressed against her lower body, shifting subtly with every move and breath Fluttershy took. With her legs so wide, it was easy enough to run the tip down to her exposed labia and use it to open her up more and apply pressure to her clit. She let out a small groan as the sensation quickened her pulse. As she ran the toy over and around the sensitive bundle of nerves, Fluttershy’s hooftips slid off of hers and touched her gently. Her quiet moans and whimpers only encouraged the timid mare more, Fluttershy’s hips bucking forward. She was already wet and slick from looking at erotic sketches and the foreplay they’d already done. Fluttershy’s hooftips slid over her heat, exploring and increasing the pleasure as she pressed just slightly into her opening.

“Oh… goddess…Fluttershy…” Rarity whimpered softly as the hoof moved slowly over her lips and parted the hot wet flesh. She felt her muscles loosen even more and the tingling in her pussy was almost painful with need now.

Fluttershy leaned forward, planting her forelegs on either side of Rarity and kissed a white ear since it was suddenly close to her mouth. She could feel Rarity moving the dildo around under her. Her friend’s moans were getting louder with each movement, small higher pitched cries escaping when she felt the tip of the toy bump into Rarity’s mons. She bit the ear gently and sucked it into her mouth, Rarity shuddering under her. Fluttershy’s hips were rocking softly on their own, making her ass grind against stiff straps of the harness until her tail was rocking against the bed. The bed squeaked underneath them and she knew they were going to need to move to the next step. She moved her hips further back, lining up with Rarity’s entrance.

“W-Wait…F-Fluttershy?” Rarity stuttered, her own hooves stilling, and looked up into Fluttershy’s pale blue eyes. The pegasus was flushed, breathing a little hard, arousal and want plain on that normally reserved face.

“I w-want to do this, Rarity...I need to, please.” Fluttershy gasped. She settled her stance and wobbled slightly. “I’ll be careful,” she muttered quietly, wrapping an arm around Rarity’s waist. She leaned in against the unicorn and groaned softly.

Rarity bit her lip hard, trying to keep her wits about her for a little longer. The way Fluttershy was looking at her was the way she’d always dreamed of having somepony look at her. The way the pegasus looked timid yet assertive turned her on immensely and led her to wet the bed sheets with more of her own juices. She tried to tug at her sex with one hoof until the end of the toy was lined up to hollow her out. The last of any reservations she may have felt fell away. Part of her wanted to laugh, she felt so light and happy. Instead, Rarity leaned up to meet Fluttershy and kissed her senseless and passionately. Fluttershy returned the kiss with just as much gusto if not more, their tongues dueling with each other until Rarity dropped back and looked down between them.

She was a about to get fucked and she couldn’t be happier.

“You have to spread…your…knees…a little more, please.” Fluttershy explained slowly, her voice quiet and throat tight.

Rarity nodded and did as she was told, squinting between them and trying to eyeball the angle of the toy’s trajectory. “Should I…lean over more? Or lift my hips?” She bent and reached until her free hoof touched the pillow at the top of Fluttershy’s bed. Rarity pulled it toward them and they started shifting awkwardly around until it was placed firmly under her rear end.

“Yeah. Like that.” Fluttershy giggled nervously, re-finding her footing and getting comfortable. She looked down at Rarity and her mouth went dry, her lips cold as the familiar old anxiety came rushing back. Her heart wanted to stay, to be close with Rarity in a way that she’d only ever fantasized about before. Her loins wanted relief, to buck and pull at the dildo nested inside her. Her head, or at least that constant little voice in the back however, was screaming at her to turn tail and run.

“Are you…still going to make love to me, Fluttershy?” Rarity whispered. She reached up and placed her hoof on Fluttershy’s cheek. She could see the distress in Fluttershy’s eyes, feel the pegasus’ body tensing. It was classic Fluttershy behavior, and it suddenly struck her how this might be all too real for the poor filly. Rarity stroked Fluttershy’s cheek and blew her a sweet kiss.

“Do you want me to?”

“Very much, yes, darling.”

“All…right.”

Fluttershy nodded, but it took her almost a full minute to get her body to move again. Haltingly she ran her hooves down Rarity’s sides and curved them over that ass. She couldn’t help but steal a squeeze. Her hoof slipped between Rarity’s thighs and pushed her knees open wider, out over the blanket and sheets. Her friend’s low moan prompted Fluttershy to move closer and lay a kiss on Rarity’s collar bone, then another at the nape of her neck. Her hoof parted Rarity’s lower lips again, the other cupping a breast. Fluttershy’s movement caused Rarity to arch her back and press her moist slit against Fluttershy’s frog. She pressed her horn into the bed, her head lolling back as she moaned again. Fluttershy reluctantly pulled her hooftip away from Rarity’s pussy and reached for the toy. Rarity’s moaning switched to pleasured cries as she moved it over Rarity’s clit and labia again. The tip encircled the clit while Fluttershy’s hoof traced the shape of Rarity’s nipple. They rubbed the toy up and down together until Rarity’s sex was slick and slippery again. Fluttershy trailed hot, damp kisses up her neck, the expanse of skin too tempting to refuse.

Then, slowly, as Rarity was starting to scream with need, Fluttershy pushed the tip of the massive strap-on inside. Gently in and out, starting with only the flared head as it made Rarity’s inner muscles shake uncontrollably. Fluttershy found a slow and steady rhythm quickly, twisting her hips around while pushing inside to work in deeper and getting Rarity to cry out. She pushed a little deeper with each up swing, moving a tiny bit faster each time. A low pitched moan—possibly one of the sexiest sounds she’d ever heard, especially echoing against rafters of her cottage—burst from Rarity’s parted lips, the unicorn shuddering hard enough to practically vibrate. Something inside loosened and with a single slick movement the rubber stallionhood thrust completely in up to the hilt, their bellies and teats meeting. Rarity screamed loud, starting to pant, as her hips bucked back against Fluttershy with the movement. Fluttershy pulled back until just the tip remained and then thrust the entire length back in, causing a second, sobbing cry. She began to move the toy faster, bucking her hips away with increasing abandon. She flicked her hooves over Rarity’s clit and flank and cried out wordlessly into the hollow of Rarity’s neck. The sensations hammering into her, every time she thrust the toy into Rarity, were driving her own body toward spasms. The stiff material of the harness played with the sensitive nub of flesh at the top of her cunt until she was almost wild. Her own hips were moving in rhythm with Rarity’s, their bodies eager for the pressure or release, the latter of which was quickly forthcoming.

Suddenly, Rarity moved and twisted onto her side as she arched again, teeth biting down into the bed sheets. Her barely muffled scream made something deep in her belly burn and wet, slick fluid splashing out onto the strap-on and over Fluttershy’s butter yellow coat. Her body sagged deeper into the plush mattress, replete. Breathing just as hard, Fluttershy pulled the toy away and out of her.

Fluttershy stepped away, frowning as she dropped all four hooves back to the floor. She shifted her hips gingerly, careful to not bump the dildo that was still impaled inside her against the unyielding floorboards. Rarity turned to look up at her, the mare still shuddering through the aftershocks of orgasm. “W-Where…you going?”

“I have to…take care of something.” Fluttershy muttered, willing her heart to slow and temperature to lower. She’d really hoped that things would have lasted longer. That she would have gotten to share a little of that sexual high with Rarity. Her loins still ached and dripped, hardly any closer to relief than she had been when first slipping the toy in. This is what I get for playing with myself too much...or Rarity is a lot more sensitive than I ever thought.

“Don’t…go.” Rarity whispered, the shakes coming slower now. “Please.”

“What?” Fluttershy stared down at Rarity, her brows bunching. If she didn’t do something about the feeling going on between her legs, it was going to start to hurt.

Rarity pushed herself up and sat on her tail, legs wide and welcoming. “Don’t go. Finish…it…with me. Please.” Rarity’s voice got slightly louder. She reached out to Fluttershy, gesturing for the girl to get back on the bed and into her waiting embrace. “I just thought…you wanted to?”

“Of course I want to, Rarity. But I shouldn’t.”

“Why ever not? I want to, too.” Rarity smiled softly, running a hoof down her belly and over her mons, and smeared the tip with the combined lube and juices there. She flicked her clit and winked suggestively.

“Y-You do?” Fluttershy stuttered, glancing down and tracking Rarity’s hoof with her eyes. She swallowed hard, watching the mare she’s just brought to orgasm start to twitch, Rarity’s pussy gaping and drooling at her. “B-but aren’t you sensitive afterwards? I know that can hurt...and I don’t want to hurt you.”

Rarity shook her head, her face getting redder by the second, but she kept her hoof moving and eyes on Fluttershy. “Please?”

“Y-you d-don’t have to say p-please.” Fluttershy choked, turning back to the bed and her friend. “I...I-I want to too, Rarity.”

Rarity sat up on the bed and closed the distance between them. She reached up and slipped her arms around Fluttershy, pulling the pegasus to her. With that, she plunged her hooves into Fluttershy’s pink hair and slanted her mouth over Fluttershy’s. She got a surprised “mmph” in return and then closed her eyes, Fluttershy’s lips followed her gentle lead, slowly matching her urgency and getting deeper and deeper into the kiss. Tentatively, her tongue touched Fluttershy’s lips and the response was immediate. Fluttershy’s lips parted and a warm, wet tongue met hers with surprising strength. She tangled their tongues together, playing with Fluttershy’s mane as her hooves pulled the pegasus down on top of herself. Fluttershy’s startled gasp filled their mouths. Rarity wrapped a hoof around the base of the bared length of the toy, her grip tightened slightly and then she dragged her hoof slowly towards the tip. Fluttershy shuddered, hips involuntarily thrusting forward.

“You coming, Fluttershy, darling?” Rarity whispered, voice low and husky between them, pulling back from the kiss.

“Not if you keep moving your hoof like that.” Fluttershy groaned out through grit teeth. “I-I need mo-more than that, Rarity, or we’ll be here all night!”

“OH!” Rarity covered her mouth and nose with both hooves, choking back an unlady-like snort of laughter. “I’m sorry! I meant are you coming back to me? I feel more than ready for a second round, darling. I have no intentions of leaving you hot and bothered like this without finding relief. Besides,” Rarity grinned softly, “I’d really enjoy having you inside me again immediately.”

“Yeah,” Fluttershy chuckled then paused to take a deep breath, “I can do that, too. You are really cute when your wanton, do you know that?”

“I am? Why thank you, darling!” Rarity’s grin softened even more and she batted her lashes playfully.

Fluttershy climbed comfortably in between Rarity’s legs and sat back on her haunches. She opened her mouth, but then bit back the words that wanted to climb out of her throat. She wanted to tell Rarity how she felt, how long she’d dreamed of something like this in her most private times. She wanted to tell Rarity how she’d struggled to keep these dirty fantasies to herself, to bear their shame alone and leave Rarity pristine and untouched. The weight she felt being lifted by Rarity’s gift of carte blanche was amazing. Being invited to defile this mare was more than she could have ever wanted. Fluttershy took another deep breath and looked down at Rarity. She made up her mind and took down the last little barrier that was holding her back. She reached out and cupped the back of Rarity’s head with her hoof and brought them close together again, kissing Rarity softly. Rarity responded eagerly, hooves coming up to rest on Fluttershy’s chest. She pulled away after a long moment and rested her forehead on Rarity’s right below the unicorn’s horn.

“Darling?”

Fluttershy didn’t say anything at first, focusing on her breathing and savoring the feel of being together with her best friend like this. She swallowed and looked down into Rarity’s eyes, her voice firmer and calmer than she thought it could be. “Get…get on your belly.” Fluttershy finally said. “Lift your tail and spread your legs...please.”

“Okay.” Rarity rolled over, resting on her elbows and flicking her tail over one flank. She looked back over her shoulder, rear legs open wide to give Fluttershy full access. “I’m all yours. You don’t have to go slow if you don’t want to.”

Her eyes closed as Fluttershy’s hooves ran over her coat, up each thigh to her cutie marks and then along her spine. Fluttershy bent down and trailed kisses up her back from tail to the nape of her neck in random patterns while those wandering hooves ran over her sides and under to her breasts. Rarity sighed and arched her hips, widening her legs when Fluttershy’s knee nudged hers apart. Her snagged a pillow for her forehead and rested her head while Fluttershy kneaded her breasts again. The faux cock slipped between her thighs and rubbed against the sopping wetness there. Still sensitive, she reacted instantly, her body tensing. One hoof slipped over her mound of tightly-curled hair and touched her winking clit, making her cry out and rock her hips higher. Fluttershy slid the hard curve of one hooftip over her and parted her lips, mouth kissing on her back and hot needy breath on her coat. Fluttershy’s incessant counting on her pussy forced her hips up higher until she was practically on her rear hooves again. Rarity bit her lip, chewing on the fat there when she felt Fluttershy shift again and then guide the flared tip of the strapon slowly in. She whimpered quietly and moved a little, taking more of it in than she thought possible and held her hips still.

Fluttershy changed up her grip, latching onto Rarity’s cutie marks and pulling back slowly, inch by aching inch until Rarity was pleading desperately for her to move faster. She licked her lips, a wide smile growing on her muzzle. Rarity gasped sharply when she thrust the entire length forward and filled the unicorn. Slow out, fast in, over and over has Rarity crying for more and leaking more. As much as this was making her burn, it wasn’t really scratching that itch inside her groin. There simply was not enough friction on her side of the toy to have the same kind of fun Rarity was experiencing. At this rate they were going to be going all night. As she pulled back for another deep thrust, Fluttershy brushed her hoof between Rarity’s cheeks and graved the gently flexing tailhole there. “Do...do I really get all of you, Rarity?”

Rarity, her throat mildly concerned with panting and moaning into Fluttershy’s pillow, nodded her head before shuddering through another spasm and squirting. She sagged when Fluttershy’s next pull back pulled the toy from her, leaving her feeling empty. She gurgled into the cotton pillowcase letting her entire core relax for what was coming next. She felt Fluttershy move around behind her, sweeping her tail further out of the way just before there was a tingling pressure right below it. Thanks to all the lubrication flying around and her spent strength, the giant stallionhood Fluttershy was wearing pushed into her with relative ease. The bellowing grunt it forced out of her was exceedingly unladylike, but Rarity did her best to follow it up with the most demur sigh she could muster.

Rarity’s ass was tighter than than her sex, gripping the toy and really moving it more inside Fluttershy. She trembled when she bottomed out, her end of the toy slamming up into her cervix. She pulled slowly out until just the tip was left and then thrust it back, just like before, spots building behind her eyelids as she screamed in relief. Her orgasm started deep, spreding like a wave through her. Fluttershy bucked down again, burying herself and pressing her own clit hard up against the base of Rarity’s tail. The silky hair there tickled over her and sent out a second ripple of orgasm to clash and mix with the deeper splash of pure bliss.

Under Fluttershy, Rarity was beginning to feel her insides churn and flex with yet another release of juices and blinding pleasure. “Again!” She begged, moving her hips feebly to counter Fluttershy’s rhythm.

Unsure her voice would come out in anything other than animalistic sounds, Fluttershy nodded mutely and did it again as Rarity sobbed into the pillow begging for more. Wanting to keep her own intense series of orgasms going, she began to pace faster, favoring shallow, quick thrusts. Her breath was coming faster and she could feel an even bigger climax coming. As Rarity squirmed and cried out beneath her, Fluttershy hazily recognized the signs and fucked hard and down until her clit was buried in Rarity’s tail again. More—louder—wordless moans and cries buried themselves into the pillow at the same time and Fluttershy could feel Rarity’s ass grip even tighter around around the strapon.

“G-goddess, R-Rarity…” Fluttershy muttered with the last of her sense, body coming to a halt while her insides turned into jelly. She vaguely heard Rarity’s voice sob her name as a rush of hot fluid slid down her legs to join the unicorn’s contributions.

A little while later, Fluttershy woke with a jolt. Her head throbbed slightly and her muscles felt tired. She hadn't slept long then.

She looked up at the cuckoo clock over her drawing desk. It seemed only a little more than an hour after she'd last glanced at it, just before Rarity had knocked on her door. Rarity. Fluttershy sat up, trying to piece her jumbled thoughts together. Did I really just get laid? Evidence pointed to yes. There was a wet spot on her sheets, a small bundle of straps and harnesses on her floor, an enormous sticky and tacky dildo next to the bed. But no Rarity.

“Oh...horsefeathers!”

She stood up, wobbling a bit as blood tried to go to both brain and hooves. She had to find Rarity. Talk to her. Fluttershy didn't have time for anything else, cleaning herself up or smoothing her mane, she had to move now. She kicked the toy and harness out of the way and practically flew down her spiral staircase to the lower cottage floor. She was prepared to fly out into the night, into the dark to chase down her friend and make whatever amends she could.

She was not prepared, however, to find Rarity in the living room, nose in her sketchpad with a piece of charcoal drawing dress designs left and right. Rarity looked so focused, so passionate, so...so...Rarity, it almost hurt her brain. Fluttershy stopped at the bottom of the stairs and just stared. When the unicorn looked up a moment later, those blue eyes looked a little wet, blush blooming on those perfect cheeks. Fluttershy noticed, in an off-hoof way, the box with her loose sketches in it was sitting next to Rarity on the couch.

"Rarity..." Fluttershy swallowed hard. "Um...I...uh..."

Rarity blushed hotter, sinking down in the soft cushions and pulling the pad up to cover her face.

"I...I felt inspired, love."

"What?" Fluttershy looked up at Rarity's quiet voice.

"I didn’t want to wake you." Rarity lowered her pad, curling into a ball on the couch. She hiccuped and shook her head gently. “I’m sorry for borrowing your sketches without asking...they’ve been very enlightening.”

"Rarity!" Fluttershy rushed over to her friend, reaching out, but also afraid of touching her. She didn't know what would happen. She didn't know what to do, this sort of fantasy stuff didn't happen to ponies like her! She sat, after a moment, next to Rarity and carefully putting an arm around the mare. Rarity’s mane and coat were as soft as she remembered, and it made her mildly aching groin start to drool again. “I don’t even care about that! What about...what...just happened? I thought you’d left. That...that you were mad at me…”

Rarity giggled quietly. She leaned over and hugged Fluttershy gently, trying to be comforting and soothing frazzled nerves and mane alike. "Fluttershy, I not mad with you. Never think that I am, especially after what happened between us! What happened...was a wonderful thing...and I don't want it to get between our friendship...but..."

Fluttershy sniffled and peeked at Rarity from behind her mane. "’But’? It was w-wonderful, really? I thought...you'd...think I was just some pervert." She glanced down at her own drawings next to them. At the top page of close up detail shots of Rarity’s labia. They weren’t far off model.

"Never! Fluttershy, darling, I have liked…loved you since we first met! I think I knew it was more than friendship for you and I always told myself to back off, because I didn't want to threaten an old friendship." Rarity sighed and lowered her head to rest on Fluttershy’s shoulder.

"Rarity, if I never get another chance to tell you, then so be it. But I want you! I wanted you way back then, I want you now, and I'm going to want you tomorrow! I'm...sorry, if that makes things uncomfortable...I can suppress it. I always do." Fluttershy sniffled again, leaning into the hug and returning it. "But r-really Rarity? You...love me? All this time and you never said anything?"

Rarity shook her head slowly. "No."

"I'm sorry. That...that I never noticed."

"Yeah."

Fluttershy cupped Rarity’s chin, bringing them eye to eye. "What...what if...we took the chance to be together like this?"

Rarity blinked her own watery eyes and swallowed. "Then I'd take it." Her eyes sparkled as she smiled, cheeks dimpling. "Um...Fluttershy, love...I found some other little drawings..." She flicked a glance at the box of paper. "I uh...was thinking about trying those too. With you posing. But...I wasn’t sure..."

"Is it the ones with the feather tickling and horn sucking?"

Rarity nodded slowly, her blush flaring up to her purple locks.

"Then why don't we have us a little practice session? That is...if you don't mind my...uh...advice?" Fluttershy grinned.

"I'll take all the advice I can get!" Rarity giggled, and leaned in to kiss the pegasus ever so softly on the lips. "But we need to do it soon...I have housework to get to and Opalescence to feed."

Fluttershy chewed at her bottom lip. Making the decision to go with this, she stood, taking Rarity's hoof and then grabbing her sketch box. She lifted the top sheet, flipped it over and scanning the images. "Yeah, posing. You're going to like this."

"Heh...you too!" Rarity stood with Fluttershy, returning the squeeze of her hoof and started dragging her back up the stairs towards the awaiting bedroom.