Lipstick

by Barley Citrus

Rating: mature
Tags: Twilight Sparkle (EqG), Slice of Life, Rarity (EqG), Fetish, Equestria Girls, Porn, Sex
Length: 10477

While Rarity is givingTwilight a makeover, the two of them end up discovering something new and unexpected about one another. They just wish they'd discovered it even sooner.

While Rarity is giving Twilight a makeover, the two of them end up discovering something new and unexpected about each other. Something that totally changes how they see one another. Something that... they really wish they'd discovered even sooner.

::This is the first story in the Friends With Benefits continuity::

Kinks:: #Futa #First Time #Testicle Play #Foot Worship #Sixty-Nine

Cover Art:: Baekgup

Published 2018-12-28 19:10:01 UTC
Last updated 2019-01-04 23:59:16 UTC

New and Exciting

Author's Note

Kinks:: #Futa #First Time #Testicle play

New and Exciting

-

Rarity stood behind Twilight, both of them looking into the mirror as she worked on Twilight’s appearance. It really felt more like play than work to Rarity, though, and Twilight was certainly not a challenge to make look good. She’d promised Twilight a makeover for her first time at the fall formal, though it all seemed terribly familiar to Rarity who’d done the very same for the other Twilight. Having already picked out a dress for the occasion, the two had gathered at Rarity’s house upon her insistence the night beforehand in order to plan Twilight’s makeup.

“Is this really necessary, Rarity?”

“Twilight, nothing is more necessary than proper makeup. You asked me for a makeover for a reason!”

“And I really appreciate it, Rarity, really. It’s just that the dress we picked out looks so lovely, I thought… isn’t that enough?”

“Oh, sweet innocent Twilight, you couldn’t be more wrong.” Rarity held Twilight’s cheeks, squishing them together as they looked at her reflection. “We need to make sure that this face looks just as lovely as the dress does.”

“My face looks just fine,” Twilight replied through squished cheeks.

“Of course it does, dear," Rarity released her cheeks with a little pat. "But your dress looks better than just fine. Without the proper polish, such a fine dress would look, as they say, like pearls on swine.”

“I don’t think that’s how the saying goes, Rar-ow!”

Rarity gave Twilight’s hair a little yank as she pulled it up into a tight ponytail, tying it very quickly.

“Sorry, dear, just getting this out of the way.” Rarity placed a hand under Twilight’s chin, tilting her face one way and then the other. “Next I want to pick out what lipstick you’ll be wearing.”

“Eh, I don’t really look good in lipstick.”

“Twilight, please, I know what I’m doing.” Rarity leaned over Twilight’s shoulder and set an open makeup bag in her lap. She pointed to the mirror and ran her finger through the girl’s bangs. “Look, darling, the best place to start is with your hair. And as a girl who, like myself, has very light skin, you need it to offset this dark colour of hair you have. This magenta streak already breaks it up nicely, and you have this sweet little violet streak that even sits neatly between the hues of your skin and hair. Based on that, what do you think?”

“Are you trying to make this sound like math? Because math is way simpler than this.”

“It’s obvious, dear, just use a softer shade of violet. I mean really, it’s easier for you than most. You have such delicate features. Accents will take you everywhere.”

“I’ll take your word for it I suppose.”

Rarity shook her head and drew out the proper shade of lipstick, applying it to Twilight’s lips. Twilight fought the urge to lick her lips, turning her head slightly as she examined her appearance in the mirror.

“Does this really look right? It’s awfully light, do you think I need a little more?”

“Calm down, dear, there’s a simple test for that.”

“There is? What is it?”

Rarity leaned down next to her face and pointed to her cheek.

“Go ahead, dear.”

“What? No, I don’t-”

“Come now, Twilight, I don’t have all night.”

Twilight blushed and quickly pecked Rarity on the cheek, leaving the shape of lips behind. Rarity leaned away and looked at herself in the mirror, smiling.

“Now see, dear, I’ve applied it perfectly for you, I’ve even got the slight striation on the upper lip just right. You know, girls always go a little too heavy outlining that upper lip.”

“I-I guess it does look pretty good.”

Twilight’s eyes were drawn to her kiss mark that Rarity seemed fine to leave alone as she continued, pulling out another makeup bag.

“Now, about your blush.”

“Rarity, please! I said I want to keep the makeup to a minimum.”

“Alright, alright, no need to get snippy.” Rarity put away the bag and placed her hands gently on either side of Twilight’s neck. “But do let me give you a little jewelry. I think the proper necklace would be the perfect accent for your dress.”

“Okay. A necklace should be fine.”

“Honestly, Twilight, it’s so easy to touch you up. I hope you never question what pristine femininity you have.”

“I uh… I don’t know about that.”

“Oh stop, Twilight.” Rarity’s hands drifted down from her neck to her shoulders, running her fingers lightly over her collar. “Your slender neck, this dainty collarbone, the narrow shoulders: and just look at the natural support you have in the chest.”

Rarity’s hands paused, suddenly reaching around Twilight and cupping her hands under the girl’s breasts, lifting them slightly and staring at her in the mirror. Twilight blushed at how seriously Rarity watched her reflection as she played with her chest.

“R-rarity, what are-”

“Shush, darling. I’m seeing how you’d look with just a little more lift. With the proper brassiere, I could make these look about a half cup size bigger in your dress and give you some actual cleavage.”

“I-I’m perfectly fine with my small size.”

“Of course you are dear, but it’s not the size. It’s all about proportions.”

“Proportions of my breasts? You mean, like… to my butt?”

Rarity sighed and released her chest, moving around to be in front of the mirror.

“Darling pay attention, I know you’re good at it. Now my chest is small, even more so than yours.” Rarity twisted and posed slightly, running her finger down along her side. “But look at the lines, dear. Look at the shape of this curve that goes from my chest to my hips. Even a well-shaped rear can be ruined without the proper waistline to lead one’s eyes to it. Do you understand?”

“I um… think so?”

Rarity walked back over to Twi, wagging her finger.

“And it’s the clothes that make the curve! Don’t you let anyone tell you differently.”

“I guess that makes sense.”

“It makes perfect sense, dear.” Rarity said dismissively. She stood in front of Twilight and lifted the girl’s arms, feeling along her ribcage. “Now, I don’t say this often, Twilight, but with your narrow frame and somewhat smaller rear, I really think a fitted pair of pants would do wonders for you.

“Pants?”

“Pants, dear. They would accentuate what hips you have while drawing much-needed attention to your bust.”

“I don't really wear pants. Ever.”

“And, why ever not?”

“I um… I’ve always found them very uncomfortable with my particular… shape.”

“Aww, dear.” Rarity patted her on the cheek. “That’s only because you’ve never had Rarity here to make them comfortable for you. Here, let me just take some quick measurements.”

Rarity knelt and grabbed for the waist of Twilight’s skirt, but was stopped by Twilight’s hands on top of hers.

“Y-you know, it’s not like I’m wearing them to the dance so let’s worry about that later, please.”

Rarity shrugged and released the girl’s skirt, and Twilight relaxed her shoulders, jumping again suddenly as Rarity’s hands glided below her blouse to feel her stomach.

“Honestly, dear, your chest size is saved by how thin your waist is. A rather fortunate accident, I’d say, of your sedentary lifestyle.” Rarity moved her attention again and placed a hand against Twilight’s inner ankle, drifting upward along the soft skin of her leg. “And being a shorter woman, myself, I must say I’m rather jealous of the length of your inseam in proportion to your height.”

“Rarity, wait.”

Twilight grabbed Rarity’s shoulder, her body tensing up as Rarity’s hand slid quickly up her leg, only stopped as it met her groin. Twilight froze solid as Rarity’s hand bumped into the bulge in her boyshorts, her mind reeling with uncertainty and neither girl sure of how to react for a moment.

“...Twilight, dear, what is-” Rarity’s hand lingered under Twilight’s skirt a moment longer, fingers tracing her crotch until realisation. Rarity drew her hand back quickly, covering her mouth as she silently gasped, looking carefully over Twilight’s figure as though with new eyes. “Is this…”

Twilight simply nodded, slightly shaking, her heart racing from her accidental reveal.

“Have you always…?”

Twilight nodded again, a little taken back by how calmly Rarity was reacting and more surprised when Rarity lifted her skirt, eye level with her crotch. Twilight pushed her skirt back down, her face glowing dark red as Rarity stood back up to meet her eyes.

“Rarity, I know this is weird, but please, please don’t tell anyone.” Twilight stared desperately at Rarity who looked more thoughtful than shocked, and Twilight was becoming worried by her reserved reaction. “R-rarity, did you hear me?”

Rarity’s eyes snapped back to hers, making Twilight jump.

“Can I see it?”

“What?!”

“Your penis. Can I see it?”

“W-why?”

Rarity placed her fists on her hips, huffing as she stared at Twilight.

“Do I really need to say, darling?”

“W- i-it’s just- aren’t you… I don’t know, gay?”

“Your point, dear?” Rarity watched as Twilight blushed and stammered and avoided eye contact. Rarity sighed, Perhaps having been a little too direct with her awkward, and likely very inexperienced, friend. “Yes, I am quite gay, I have a real preoccupation with the female form, as it were. And you, dear, have just revealed a particularly interesting variation on that form. How could I not be curious?”

“Well, when you put it that way…”

“And I have actually been with a boy once before, dear, so it's not like you’re pulling away any curtains for me.”

Twilight’s face had become more red than purple at this point, her hands fidgeting as she tried to process her friend’s line of interrogation.

“I um… I-I guess it’s okay, just for a second.”

Twilight very slowly and carefully reached beneath her skirt for the waistband of her panties.

“Skirt too, please.”

Twilight’s hands flinched, moving even more slowly to reposition themselves above her skirt, slightly shaking as she complied and lowered her skirt, revealing her long kept secret. Rarity stared wide-eyed at her friend’s exposed lower body, her narrow hips and slender legs, and right at their center, a penis and pair of testicles hung limp.

“W-well?”

“My goodness… it’s just a normal penis. Every bit like a male’s. Rarity squatted, inspecting it more closely. “Does it work?”

“W-what do you-”

“Twilight, you know exactly what I mean.”

Twilight swallowed a lump in her throat and nodded.

“Yes.”

Rarity grinned at her hesitant response and imaginings of her friend’s alone time flitted through her mind. Rarity reached out and touched it gingerly, lifting her heavy sack in one hand, curiously tracing a finger along the girl’s perineum for any trace of its female counterpart.

“You know, dear, I’ve always found that, even in their endowments, men lack a certain aesthetic sensibility. The shape, the way it hangs there so forwardly…” Rarity freed Twilight’s groin from her gaze and stood back up to face Twilight. “It hardly compares to a woman’s bikini area. The curve of her mound, the reservedness of her more sensitive parts. It perfectly matches the rest of a woman's natural elegance.”

“Y-yeah, I guess I kind of missed out in getting stuck with this body…”

“Now stop, Twilight, you have something truly unique here.” Rarity lifted her friend’s chin, locking eyes with her. “And, since we’re sharing secrets darling, there is one thing that I’ve always been just a bit envious of men for.”

“What’s that?”

“Twilight, as much as I adore the female figure, every single line and curve, call it a small obsession… there is that particular way to enjoy a woman’s body that… only a man can experience.”

Twilight’s breath caught in her throat, breaking eye contact with Rarity as she realised her meaning. Rarity’s own eyes drifted downward, noticing Twilight’s member slightly stiffen at her implication.

“I-I guess so… but-”

“And I assure you, Twilight, the experience is mutually delightful.” Rarity curled a hand behind Twilight’s back, feeling her jump a little at her touch. “If only men weren’t so boorish as they are. I do prefer women’s company for a reason. Honestly, no amount of sexual satisfaction can compare to the stark beauty of the female form, and I am a patron of beauty, Twilight. But with you, dear?” Rarity softly giggled and tugged Twilight a little closer, lips next to her ear. “I can have both."

Twilight shivered at Rarity’s voice and took a step away from her but Rarity stepped along with her. Twilight stammered endlessly as her usually sharp mind tried desperately just to catch up with her current situation.

“I uh… er, you- um, rari-”

Rarity placed a finger on Twilight’s mouth.

“What do you think of me?”

“W-why do ask?”

“Figure it out, Twilight.”

Rarity gave Twilight a small shove, knocking her back into the chair behind her. She knelt down in front of it and pulled Twilight’s hands away from her lap, revealing that she had started to become stiff, Rarity smirking at her sprouting excitement.

“Rarity, wait.”

Rarity only glanced back up at her for a moment before continuing, wrapping her fingers around Twilight’s shaft, feeling it’s soft body against her palm as it quickly grew harder within her hand. Twilight clenched her fists as Rarity began to stroke her, caught off guard by how different Rarity’s delicate hand felt from her own.

“Twilight, do you masturbate with this? And I do implore you to be honest with me.”

“Y-yes.”

“Do you think about being with other women when you do it?”

“Yes.”

“Do you want me to stop?”

“No.”

Rarity grinned as she watched some precum leak from Twilight’s tip and drip over her hand.

“Then, dear, tell me if you get too close so that this evening doesn’t have to end too early.” Rarity could feel Twilight shudder as she licked the fluid from the head of her cock, humming at the taste. “Oh, wait a moment, darling, this must be your first time feeling someone’s mouth like this.”

“U-uh, yea…”

Rarity said nothing and held Twilight’s eyes as she placed a kiss on her tip. Rarity stuck out her tongue, keeping the head of Twilight’s cock against her lips as she massaged the underside of it with her tongue, hand still moving along its length.

“A-ah careful, Rarity, that feels really good.”

Rarity surprised her by letting her cock suddenly slip past her lips, bobbing her head halfway down its length before popping back off of it. Rarity chirped as she watched Twilight’s cock throb, releasing a burst of fluid onto her cheek. Rarity looked wide-eyed and swiped her finger through the viscous mess on her cheek.

“D-darling, did you just cum?”

“No! I-it’s just precum.”

Rarity popped her finger into her mouth, looking curiously at the excited cock.

“Goodness, dear. I’ve never seen so much come out at once.”

“Uh, yeah, I kind of… tend to produce a lot of it. Even just when j-jerking off.”

“Really, now…” Rarity resumed slowly stroking her cock, leaning a little further down and placing her other hand on Twilight’s balls. “I suppose I have these to hold responsible. So eager to release when we’ve barely even gotten started.”

Rarity let Twilight’s testicles roll back and forth in her palm, leaning in and taking one into her mouth, feeling the soft skin against her tongue.

“Rarity, stop… they’re really sensitive.”

“Oh, they are?” Rarity leaned back up and placed her lips against Twilight’s cock again with a grin. “I might stop if you can give me one more little spurt of precum, dear.”

Rarity opened her mouth, tongue hanging out and pressing under the head of Twilight’s cock, one hand holding the base of her cock while the other eagerly played with the girl’s balls. Twilight’s breath shuttered at the sight of Rarity’s face, balls tingling under her delicate handling. Rarity began to massage them, letting her fingers roll over them, feeling the root of her cock hidden beneath them. She lightly gripped them, tugging and kneading them with her fingers. Rarity gave her balls a squeeze and Twilight let a small moan slip out, her cock throbbing again and releasing a dollop of precum onto Rarity’s waiting tongue. Rarity closed her mouth and released Twilight’s balls, happy. She stood back up and stepped away from Twilight, placing her hands on her hips.

“Twilight, have you ever seen another woman’s belle-chose?”

“...A woman’s what?”

“Her muff, dear.”

Twilight gulped, blushing as she looked at Rarity’s hips.

“Oh, um… I-I’ve seen Cadance's before. And my Mom's.”

“Oh, good, so you’re not completely unaware.” Rarity slowly unzipped her skirt and dipped her thumbs into the waistband of her panties, watching Twilight’s eyes as she slowly bent down and lowered them down her legs. As they touched the floor Rarity glanced upward and winked, standing up with a flourish, remaining in only her blouse and sandals, her hands resting on her hips. “What do you think, dear? Don’t I have a lovely little curve?”

Twilight simply nodded and Rarity accentuated her words by brushing her finger over her mound, Twilight’s eyes following the finger as it drifted a little further up until bumping into the hem of her blouse. Rarity lifted the blouse to reveal her navel, turning slightly to pose.

“This is my personal favourite part of the body, Twilight. I call it the feminine curve. From her belly button,” her finger drifted back downward, Twilight following it until it disappeared. “To between her legs. Would you like to touch it?”

Twilight’s hands remained in her lap as she stared, her mouth slightly agape.

“...yes, please.”

“Hm, and so polite, too. There never was a man so properly reverential. You know, I work very hard on this curve just so that a girl like yourself might enjoy it.”

Rarity looked Twilight in the eyes, curling her finger invitingly and beckoning the girl forward. Twilight stood back up and Rarity took her hand, pulling on her as she led it toward her lap, Twilight’s fingers flinching as they met the smooth skin of Rarity’s navel. Twilight could feel her heartbeat in her palm as it pressed against Rarity and followed her curve downward until her hand hid Rarity’s mound behind it and she hesitated. Twilight took a breath and moved her hand further, brushing over Rarity’s clitoral hood and falling below, Rarity parting her legs slightly and letting Twilight’s fingers slip between them. Twilight took her time brushing her fingers over every inch of Rarity’s labia, moving from the smooth skin of her outer to the protruding lips of her inner. She had no intentions yet of pleasure, only exploration.

“Yours look different than hers did.”

“I hope that’s not a bad different.”

Rarity blushed as Twilight somewhat innocently touched her most private area, examining it carefully.

“No, not bad. You um, have more labia.”

“I like to think of it as a generous amount.”

Twilight nodded and caressed the delicate lips, lightly squeezing them and moving to touch the pink hood of her clitoris, placing it between two fingers.

“I’ve always been curious about the clitoris.” Twilight lightly pulled back the hood, coaxing her clit to come out. “It’s physiologically similar to a penis, but it’s so small.

“Mmm, but every bit as sensitive, I assure you.”

Twilight felt a small shiver roll through Rarity’s hips and returned her finger to her inner lips, feeling warmer to the touch. Her own crotch twitched and urged her to move forward. Twilight swallowed a lump in her throat and pushed one of her fingers in between Rarity’s folds, skin tingling as it slid into the girl’s narrow passage, surprised by the intensity of Rarity’s body heat. For a moment, Twilight sat in awe of her simple action, reveling in the natural grip of her pussy, needing to remind herself that this was Rarity that she was feeling. Twilight pushed a second finger inside, sliding them a little deeper, analysing the different bumps and ridges that she felt on her fingertips until her knuckles pressed into Rarity’s inner lips, unable to go further. Twilight didn’t know where to go from here and looked up at Rarity who smiled back and draped her arms over the girl’s shoulders.

“What do I do next?”

“Next, you kiss me.”

Rarity closed her eyes and leaned forward but Twilight hesitated for a moment, just looking at Rarity’s lips that waited for her own, glancing at the little mark of lipstick left on Rarity's cheek. Twilight opened her mouth, leaning in to take Rarity’s, happily licking at the girl’s lips in her excitement. Rarity did her best to lead Twilight in the kiss but could barely repress her giggle as Twilight’s tongue roamed everywhere from her chin to her cheeks. Twilight felt Rarity grab her wrist, holding her hand in place as she rocked her hips, riding Twilight’s pair of clueless fingers. Twilight’s tongue only seemed to move further from its target until Rarity felt it lick her nose, deciding to switch to the offensive in their make-out session. Twilight was left trying to keep up as her mouth was claimed by Rarity’s tongue.

Rarity parted suddenly from the kiss, looking Twilight in the eyes and stopping the movement of her hips. Rarity felt Twilight wiggle her fingers inside of her and squeezed back, smirking at Twilight as her grip held them in place.

“S-should I um… keep going?”

“No.”

“Oh… okay.”

Twilight started to pull her fingers out and Rarity pulled her closer, feeling Twilight’s erection bump into her leg as she spoke temptingly into the girl’s ear.

“I would very much like something else to take their place.” Rarity felt the shiver that ran through Twilight’s body at her words. “So if you wouldn’t mind, dear, please lie on your back for me.”

Rarity pointed downward to the floor and Twilight quickly followed, sitting carefully onto the floor and leaning back as she awaited further instruction. Rarity stood in front of her, tapping her finger on her chin as she looked the girl over.

“Take off your blouse. Take off everything, rather.”

Twilight grabbed the hem of her blouse and immediately pulled it up over her head, having lost all sense of reservedness about Rarity. She tossed it aside and reached behind her back, unclasping her bra and leaving it with her top. Twilight sat there fully nude and looked up expectantly, Rarity grinning and taking a step forward. Rarity made a little show of stepping on either side of Twilight, straddling her hips and very slowly squatting down.

Rarity rested her weight on Twilight’s legs, sitting just below her groin, Twilight softly gasping as she felt Rarity’s full lower lips resting against her balls. Rarity placed a hand on Twilight’s stomach, sliding it up toward her chest, pushing gently against the girl and goading her to fully lie down. Rarity just sat there a moment and really looked at Twilight. It was the first time she’d seen her friend fully nude and was thoroughly enjoying the view. Her eyes drifted downward over Twilight’s small chest, though not as small as her own; her slender frame and tight waist; her narrow hips and-

Twilight moaned as she felt Rarity slide her hips forward over her shaft, made sensitive by Rarity’s actions hereto and waiting eagerly to feel even more.

“Darling… you should know, your body does something to me.”

Rarity continued rolling her hips back and forth, her mound rubbing into the base of Twilight’s cock. Her hands wouldn’t stop moving over Twilight’s body, caressing up her sides, lingering on her ribs, drifting across her chest then passed her delicate midriff. Rarity felt hot; the sight of Twilight’s body; the touch of her skin; Rarity could feel her clitoris waking out of its hood, and with another movement of her hips it bumped into Twilight’s member.

“W-why? My body isn’t that special.”

“Darling, don’t sell yourself short. Your body is slender, delicate and feminine and…” Rarity’s voice shuddered as she looked down at what protruded from under her hips. “And at the same time, you have this little pillar of masculinity at your center, perfectly poised to pleasure another woman.”

Rarity lifted her hips suddenly, grabbing hold of Twilight’s erection and positioning it behind her lips. Twilight gasped as her tip was surrounded by Rarity’s warm inner lips, suddenly aware of Rarity’s arousal by her increased wetness.

“Rarity, give me just a sec-ahh!”

Rarity lowered her hips slightly, chirping as the head of Twilight’s cock popped inside of her and paused.

“Ready or not, Twilight. I need to feel this thing already.”

Twilight’s mouth hung open as she stared down Rarity’s hips, watching closely as they descended onto her cock. Twilight was already breathing heavily, blown away by the sensation of her cock becoming enveloped by the tight walls of a pussy, of Rarity’s pussy. For the moment she had completely forgotten her environment, feeling nothing else except Rarity’s inner walls hugging her member in their grip, feeling the incredible heat of her arousal that burned her like nothing else. Rarity’s ass met Twilight’s hips, and she rested there for a moment, her inner lips stretched around Twilight’s cock as it filled her.

“Oh my god… Rarity…”

Twilight’s hands grasped at the carpet beneath her, reeling from the pleasure and new sensations overwhelming her mind.

“How is it, darling? Getting to experience a woman like this for the first time.”

“It’s… crazy. I’ve never felt anything like this.”

Rarity skipped lifting her hips and began rocking back and forth, grinding Twilight’s cock between her walls. She watched Twilight’s face react to the pleasure she was giving her, eyes shut and mouth hanging open, voice slipping out with every breath. Rarity’s eyes drifted from Twilight’s face to her narrow shoulders, then to her small chest. Rarity couldn’t keep her hands off of Twilight as she rode her, touching every inch of her figure, her soft skin tingling under Rarity’s fingertips. Rarity was in another world, the room felt fuzzy around her and her stomach fluttered at the sensation inside of her. Twilight to her was an absolute picture of femininity, and having the dual sensations of Twilight’s delicate body in her fingertips and Twilight’s hard cock filling her up was hypnotising to Rarity.

“Ahh, Twilight, I can’t believe you’ve been hiding this from me all this time.”

“Is it, ah… that g-good for you?”

“Twilight, this is divine.”

Rarity kneaded Twilight’s chest in her hands, leaning down and flicking her tongue over her nipple. Rarity lifted her hips and began humping Twilight’s cock at a brisk pace, tingling as the head of Twilight’s cock rubbed against the soft ridges of her pussy. Rarity smiled at Twilight’s increasing moans and placed a kiss in the middle of her chest, drifting over the girl’s breasts and leaving little wet marks with her tongue. Rarity loved this simple feeling; the give of Twilight’s small tits; the silky skin of her midriff pressed against her lips as she tasted it. She could never get this delicacy from a man, and yet no girl could ever create this specific feeling between her legs, something both soft and hard, twitching with excitement, splitting apart her sensitive walls in a warm stretch. There was one more thing that Rarity wished she could feel.

“Twilight, this is magical, dear. It has been so long since I’ve felt this, I’d forgotten what it was like.”

“Ahhn, ngh, R-rarity!”

Rarity smiled at how lost Twilight was in her pleasure, she could feel the girl’s cock twitching wildly in reaction, it was a unique sensation that no toy could ever imitate. Rarity chirped as Twilight’s hands squeezed her waist tight, gasping as Twilight thrust her hips up into her. Rarity’s eyes went wide with realisation, feeling a rope of cum burst inside of her, immediately sliding her hips off of Twilight’s cock.

“Twilight!”

Rarity sat below Twilight’s cock again, shuddering as she felt the girl’s very full balls spasming beneath her as they pumped her cum out onto herself. The first couple ropes landing on her small chest, then against her flat stomach, some pooling in her belly button, painting that delicate skin that Rarity had just tasted. Rarity watched Twilight’s face contort in orgasm, mouth wide open as she gasped and moaned, overcome by her pleasure. Rarity wanted to be stern with the girl but she’d never seen a more disarming image than her sweet, fragile Twilight unloading her balls onto herself after feeling her first pussy.

“Twilight, dear… you can’t just start cumming like that. You really need to give me a little warning next time.”

“Ahh, s-sorry, I uh… next time?”

“It’s okay, Twilight. I know you’re new to this. But be prepared for me to teach you a few manners.”

Rarity slid her hips slightly forward, squeaking as Twilight’s cock throbbed against her clit, pressing her mound into it and causing one more burst of cum to reach the girl’s chest. Twilight’s balls seemed empty, one or two more drops of cum leaking out as it continued to twitch. Rarity brushed some cum from her tip, holding the girl’s cock in her hand and sighing as she looked down at it.

“Well… you’ve already gotten a little inside of me, so…”

Rarity held Twilight’s cock upright and lifted her hips again, feeling its head against her inner lips and dropped herself, taking it in one motion. Twilight jerked, her fingers digging into Rarity’s soft waist as she groaned from the quick entry.

“Ngh, stop! R-rarity, it’s sensitive.”

Rarity couldn’t help but smile at Twilight’s helpless look and reluctantly complied, staying perfectly still with Twilight inside of her. Twilight’s cock felt significantly hotter after orgasm and its simple touch was making Rarity tingle inside. Rarity gave Twilight’s member a little squeeze between her lips, but rather than it twitching back she felt it give and soften inside of her.

“Well then, I guess we’re done here.”

The two rested in silence for a moment, Twilight’s breath calming as she soaked in the afterglow of her first time. She looked up at Rarity amazed, her vision of her friend permanently altered by how she had just felt her.

“Rarity… a-amazing…”

“Aww, thank you, dear. You were great too.”

“Did you cum too?”

Rarity smirked and simply shook her head, leaning down over Twilight’s body, careful not to get her blouse in Twilight’s cum as she gave her a quick kiss.

“Oh… I-I’m sorry that I couldn’t-”

Rarity placed a finger over her mouth to silence her, then held Twilight’s cheeks and licked across the girl’s lips.

“Don’t be darling. You’ve given me quite a lot today.” Rarity lowered one hand to get a little cum from Twilight’s chest then smearing it on the girl’s lips. “And I’m not planning on letting you go any time soon.”

Rarity pushed her tongue into Twilight’s mouth, spreading the little taste of cum between them. Rarity hungrily played with Twilight’s flavour, Twilight’s tongue flicking lazily in return as she became lost in the sensation, wanting it never to end. Rarity slowly separated, placing a hand on Twilight’s cheek and suddenly furrowing her brow as she looked at Twilight’s face.

“Oh dear, but we’ve messed everything up, your hair, your makeup.” Rarity patted Twilight’s cheek and stood back to her feet. “Come on, Twilight, let’s put you back together.”

“What? Do we have to do that right now?”

Twilight looked down at her cum coated abdomen, then glanced up at Rarity walking around bottomless.

“Of course we do, Twilight, this is a makeover. Now come over here, we’ll start with your lipstick.”

A Learning Experience

Author's Note

Kinks::#Futa #Testicle Play #Foot Worship #Sixty-Nine

A Learning Experience

-

Rarity leaned up on her elbows, reading through the textbook as she rested on Twilight’s bed. She’d come over to Twilight’s house to study for an upcoming test. Or, at least, that’s all she’d told Twilight she was there to do, but she had plenty more in mind. Rarity closed the book and glanced over at Twilight who was furiously writing notes and smiled at the girl’s intense focus.

“Careful now, Twilight, or you might write a second textbook by accident.”

Twilight’s head popped up with a light blush and she placed her pen in her lap.

“Heh, yeah, I guess… but you never know what you’ll need for the test.”

“Are you that worried about it?”

“Well, no, not really. I actually think it’ll be an easy test. But it never hurts to be prepared.”

Rarity shrugged and pushed her own textbook out of sight and out of mind, keeping her eyes on Twilight.

“Well, dear, I guess there’s a good reason you’re the student that you are.”

Twilight began writing a little more, pausing again as she suddenly felt Rarity’s hand on her foot, peaking over her book at her friend. Rarity laid stretched out next to her, staring off thoughtfully as she nonchalantly ran a finger over Twilight’s leg.

“I’ll, uh, just be a second. I want to write just a few more things.”

“Do hurry, dear. We have lots more to study, after all.”

“Hm? I thought we were just doing the one chapter, tonight?”

“Oh my, no, dear. In fact, you ought to just toss that book aside so you can focus. You’re really going to need some thorough tutoring on this next subject.”

Twilight raised an eyebrow and set her book down on the end table next to her bed. Rarity smirked at her adorably clueless expression and quickly sat up in front of her, looking her in the eyes.

“You mean you’re going to tutor me? No offense, Rarity, but on what?”

Rarity furrowed her brow and Twilight flinched back from her stare, sliding back against her headboard as Rarity moved closer. Rarity huffed and shoved a hand into Twilight’s chest, her expression suddenly shifting to grinning as she crawled into Twilight’s lap, straddling her hips and taking a seat.

“Oh, come on now, Twilight. For being a genius, you’re awfully stupid.”

Twilight blushed as Rarity’s obvious intentions clicked in her mind, releasing an unsteady breath at the feeling of Rarity's body pressed into her own. Rarity smiled, already able to feel Twilight poking her between the legs, the girl’s erection beginning to harden beneath her skirt. Rarity loved this unique sensation, admiring Twilight’s cute appearance and rocking her hips into the stiffening little reminder of what the girl had in store for her. Rarity leaned in and kissed Twilight, the two locking lips for a minute, their bodies lightly rubbing against one another as their arousals awoke. Twilight parted from their kiss, looking back expectantly at Rarity and grabbing the girl’s back.

“Yea… I guess I really should’ve seen that coming.”

“I do hope you’re ready to learn some etiquette, tonight”

Rarity held Twilight’s chin, flicking her tongue over her lips with a lustful look. Twilight looked away, holding the girl a little tighter.

“Oh right… I’m sorry about last time and, uh, not making you cum. I’ll definitely make up for it tonight.”

“Oh, you most certainly will, Twilight. Because tonight, I won’t let you have your fun until you’ve finished my little lesson plan.”

Rarity felt Twilight’s cock twitch between her legs in response.

“You have a lesson plan?”

“And I expect you to study very hard. Don’t disappoint, dear.”

Rarity grabbed Twilight in another kiss, wrapping her hands behind the girl’s back, falling backward onto the bed and dragging Twilight down with her. Rarity moved her hands beneath Twilight’s blouse, running them all along her soft skin as their kiss grew hotter and wetter. Rarity did her best to stay in the lead, even managing to keep Twilight’s tongue inside of her mouth for most of it. Rarity paused the kiss with a parting flick of her tongue and pushed Twilight away, lifting her arms above her head and wiggling her waist.

“If you would, dear, your first lessons in undressing.”

Twilight leaned up onto her hands and knees, getting more excited as she looked down at Rarity, little hairs poking out, clothes wrinkled and ever so slightly out of place. Twilight was eager to remove them and reached quickly for the hem of her blouse, Rarity catching the girl’s wrist in her hand.

“Oh, but Twilight, do be careful with them…” Rarity grabbed Twilight by her collar, looking her in the eye with a devilish grin. Twilight swallowed a lump in her throat as she felt Rarity’s knee caressing her sensitive balls between her legs. “It would be a shame if you were to accidentally harm even a thread of this outfit.”

Twilight leaned back to sit on Rarity’s legs, using both hands to remove her blouse with even more caution than was probably necessary. Rarity only smiled as Twilight carefully stripped her, wiggling her soft body under Twilight’s gentle touch as she gave the same treatment to Rarity’s bra, setting it neatly to the side with her blouse.

“There.” Twilight breathed a sigh of relief. “I even folded them.”

Twilight rubbed her hands over Rarity’s soft white skin for a moment, running her thumbs over the tiny nipples of Rarity’s A cup chest. Twilight leaned down to resume their kiss, stopped short as she bumped into Rarity’s palm.

“Not just yet.” Rarity grabbed Twilight’s wrists, pushing them down to her waist. “Take care of all of my clothes for me, would you?”

Twilight shifted to sitting between Rarity’s legs and dropped her hands back to her waist, quickly finding the zipper hidden in folds of her skirt and loosening it, slipping it up and over her legs and leaving Rarity in only her lavender panties, suspiciously close in colour to Twilight’s skin. Twilight held her hands against Rarity’s thighs, feeling the give of the plush skin beneath her fingertips, moving her palms down to her ass with a soft squeeze.

Twilight had to stop for a moment just to take it in; amazed by Rarity’s body, stretched out nude in her bed; her hands full of the girl’s pillowy thighs. Twilight’s member twitched with excitement and she resumed removing Rarity’s panties. She set the skirt and panties carefully with the rest and sat still for a moment, looking at Rarity expectantly, seeing if she had anything to say.

“Is there, um… how did you want me to start?”

“Darling, as long as you keep that marvelous member of yours tucked away, you can do anything you like to me.”

Twilight felt a little shiver up her spine, having Rarity’s body all to herself, she hardly knew where to start.

“T-that hardly seems like a stable curriculum.”

“Darling, I’m not that tied to this roleplay so please just do something to me.”

Twilight looked carefully over Rarity’s body and leaned forward to what first drew her eye, Rarity’s small chest and her light pink little nipples. Twilight cupped her hands beneath them, kneading them and feeling her tiny nipples slightly stiffen against her palms. She leaned down and flicked her tongue over her areola and gently sucked the soft skin of her breast as she thumbed her nipple. She let her mouth wander over Rarity’s chest, softly sucking her skin all over, eventually making it further down her body, leaving wet marks all across her midriff. Twilight reached her flat stomach, poking her soft skin with her nose and she lovingly kissed it, seeking out Rarity’s belly button and prodding it with her tongue. Twilight passed Rarity’s navel and turned toward her hips, hungrily tasting her skin and nibbling her curves, seeking out Rarity’s jutting hip bone and placing it between her lips to nibble.

“Ooh, dear, your tongue is lovely. Really, A-plus on your thoroughness, but… “ Rarity laced her fingers into Twilight’s hair, turning her eyes to look at her. “I do hope you can find your way between my legs, sooner than later.”

Twilight blushed and leaned away, cupping her hands under the plush of Rarity’s thighs, pressing the girl’s legs upward to better reveal her waiting slit. Rarity’s labia had begun to open up, her inner lips blushing and glistening with arousal, assumedly due to Twilight’s handling. She looked back up at Rarity, her soft blush and needful look saying enough. Twilight leaned in, her nose brushing her inner lips and sniffing.

“Twilight, what are you doing?”

“What? I’m curious.”

“Well stop, that’s embarrassing.”

“Rarity, I’m getting ready to lick it, what does it matter if I sniff it?”

“I don’t know, I’m self-conscious about it.”

“Well, I like it.”

Twilight sniffed again, her mouth hanging slightly open as the musky scent invaded her mind. Twilight stuck out her tongue and quickly flicked her tongue between Rarity’s lips, pausing again as she assessed the flavour. She smiled, staring hungrily at Rarity’s pussy and feeling more ready to explore. Twilight placed her mouth against it, approaching it like she would a passionate kiss, her lips playing with Rarity’s outer labia while her tongue played with her inner. She grew more excited as she went, lapping at the moist lips, slipping between them and hungrily tasting the delicate skin just above her entrance, tongue tickling her inner lips until Rarity’s slit was wet with more of Twilight’s saliva than with her own arousal.

Twilight was running out of places she hadn’t licked and pressed a little deeper, her tongue opening Rarity up and diving inside, finding a more concentrated musk that tickled Twilight’s brain as it overwhelmed her senses. This was Twilight’s first time truly eating a girl’s pussy and the tastes and smells were lighting up her senses and awakening an intense desire in her. Twilight's tongue became engulfed in Rarity’s walls of flesh, struggling to push back against their grip. She moved her tongue any way it could, licking the slicked tunnel, tasting it’s intense heat, forgetting her surroundings.

Twilight became lost in her carnal kiss, sucking on Rarity’s inner lips, her tongue frantically frisking Rarity’s depths for its bumps and ridges. She pressed even harder, slightly lifting Rarity’s hips and her nose digging into Rarity’s clit, her tongue unable to go nearly as deep as she wanted to. Twilight wanted nothing else in the world except to feel more of Rarity’s inner embrace around her tongue, to taste more of her delicious musk from its deepest source. Her heart raced as she dug deeper, suddenly broken from her daze as she separated from Rarity’s pussy and gasped for a breath.

“Goodness, Twilight. I thought you might never come up for air.”

Twilight panted for a moment, feeling like she’d just woken up from a dream she’d gotten lost in.

“Were you about to cum?”

“Aww, that’s adorable. Darling, I would let you lick me all day long, but I’ll have to teach you a few things about proper cunnilingus if you want to make me cum that quickly.”

Rarity curled her finger and Twilight followed her gesture back up to her face, crawling up to meet her lips in a kiss. Rarity latched onto Twilight’s lips and slipped her tongue between them, suddenly breaking into giggles and parting from the kiss prematurely.

“What is it?”

“Sorry, dear, it’s just that your mouth tastes more like a muff than a mouth.”

“Oh… well, you tasted really good…”

“Really, dear? Here, let me have another taste.” Rarity said sweetly, grinning as she leaned back in to resume their kiss, hungrily sipping her flavour from Twilight’s tongue. Twilight sucked Rarity’s bottom lip into her mouth and lightly tugged on it.

“So, do you want me to just keep eating you out then?”

“I want you to do what feels natural to you, dear. This is a learning experience.”

“Well, I learn best by asking questions.”

Rarity held Twilight’s cheeks in her hands, looking the girl in the eyes.

“Twilight, you have a beautiful woman in your bed and the freedom to explore. Surely in all these years, that big virgin brain of yours has concocted one or two things it might like to try if given such an opportunity.”

Twilight thought for a moment, developing a faint blush as ideas came to mind.

“Well… I suppose there are some things that I’ve wanted to do to you.”

“Ooh, to m specifically? I knew I’d caught you gawking from time to time.”

Twilight nodded and scooted back down the bed, sitting on her heels between Rarity’s legs. Twilight hesitated for a moment and lifted one of Rarity’s legs, placing a few kisses along it before holding her foot in front of her, holding it up to her nose and sniffing it.

“Twilight, I would never have taken you to be a foot girl.”

“Well, your feet just always look so nice.”

“At least someone will be able to appreciate how much I take care of them.”

Twilight blushed and pressed her lips against the soft sole of her foot, sticking her tongue out and tasting her heel. Rarity’s sole was exceptionally soft, Twilight’s nose poking into the wrinkles of her arch. Twilight licked passed her heel, placing her mouth in the arch, trying to capture some of the wrinkles between her lips, feeling Rarity’s foot twitch against her tongue.

“Ooh, a little more gently please, I’m ticklish.”

Twilight steeled herself, staring down at the perfectly pedicured little toes, her heart fluttering at the sight. Twilight started back at the heel and dragged her tongue all the way up Rarity’s foot, earning a squeak from the girl, encouraging her to keep going. Twilight went back after her delicious, soft arch, approaching it more gently. She pressed her lips against it in a small kiss, flicking her tongue over each individual wrinkle, placing the flat of her tongue fully against the sole. Twilight opened her mouth a little wider, pushing her lips into the delicate skin, massaging it with her tongue. Rarity couldn’t hold back her voice, alternating between little moans and giggles, her face full of surprise and awe at these new sensations coming from her feet. Rarity felt her toes twitching as Twilight’s nose poked and prodded beneath them, her slit imitating them and twitching with her increasing arousal.

“Oh my… Twilight that feels so…” Rarity squeaked again, legs shivering from the pleasant tickling sensation. “I don’t know, it feels so… erotic. Twilight my um… toes feel strange, what-ooh!”

Rarity felt a shiver roll up her spine as Twilight flicked her tongue underneath her smaller toes. Twilight took the ball of her foot between her lips, nipping at it, her nose bumping into Rarity’s big toe and catching her attention. Twilight brought her hand up to help, gently holding Rarity’s foot, pressing her thumbs into her sole in a firm massage, working on the delicate tendon within as she opened her mouth, placing her tongue against Rarity's big toe and enveloping it, suckling it to Rarity’s delight.

“My goodness, Twilight, this is divine. I know I’ve always loved the spa girls’ foot massages but this is something else.”

Twilight pulled the toe free and let her foot go, Rarity flinching as her wet foot met her cool satin sheets. Twilight had already switched her attention to the other foot, lifting it and immediately tasting it, thoroughly wetting it as she hungrily licked her way from heel to toes. Twilight paused only to breath a cool breath across the wet sole, earning a shiver from Rarity, suddenly noticing Rarity’s aroused slit, twitching from her work. Twilight reached her hand out, making Rarity chirp as she felt her fingers slide through her slit, gathering a considerable amount of her dripping excitement. Twilight applied the fluids beneath Rarity’s toes, rubbing it in to make the toes slick with it before returning her tongue, happily licking up the dually new flavours of Rarity’s pussy and precious little toes. Twilight started with her littlest ones, caressing each pad with her tongue, moving onto the next, pausing on two of the middle toes and really digging her tongue into the delicate little knuckles, Rarity’s voice coming out a little louder than before.

“Ahh! Right there, Twilight.”

Twilight took the little toes into her mouth, sucking on them running her tongue between them, leaving none of Rarity’s arousal left on her foot. To Rarity’s dismay, Twilight parted from her foot, watching her toes twitch, glistening from her saliva. She flicked her tongue over them once more and then crawled back up Rarity’s body with a sly grin.

“Hey Rarity... want to know what your feet taste like?”

“What? No, stay away.”

Twilight pounced on Rarity’s shoulders, dragging her tongue from the girl’s chin to her pursed lips. Twilight mashed her lips into Rarity’s, listening to the girl hum her resistance while pushing her tongue past her defenses. Rarity relaxed, defeated as she felt Twilight’s tongue lovingly licking her own and returning the kiss. Rarity eased into the kiss, underwhelmed by the light flavour left from her feet, still overpowered by the taste her own lingering arousal on the girl’s breath. Twilight parted from the kiss, flicking her tongue on Rarity’s nose, panting lightly.

“Did I do well?”

“You did very well, Twilight.”

“I could taste you all day.”

“Then do it.”

Twilight looked lustfully at Rarity, licking the girl’s lips, Rarity acting a little out of breath, her body feeling hot.

“I want to lick your pussy until my tongue is sore.”

“I want you to lick me everywhere.”

Twilight moved down to Rarity’s neck, messily kissing it as Rarity hummed. She returned to Rarity’s chest, grabbing one of her nipples into her mouth, suckling it and lightly tugging on it until it popped from her mouth, watching Rarity squirm beneath her.

“You taste so delicious, Rarity.”

“Don’t stop.”

Twilight moved from between Rarity’s legs to beside her, switching to her other nipple for the same treatment. Rarity placed her hand in Twilight’s hair, pushing the girl’s face further down her body, Twilight leaving wet kisses everywhere on her way.

“And I’m going to lick your cute little toes more, too.”

“Please hurry, Twilight.” Rarity whined, craving the feeling of Twilight's tongue.

“I’m going to lick you from navel to navicular.”

“I don’t even know where that is, but I want you to lick me there.”

Twilight leaned her head between Rarity’s legs, admiring her milky white thighs, pressing a wet kiss onto one of them and sucking the soft skin into her mouth, leaving a light red mark as she pulled away.

“Aah! Darling, if you’re going to leave hickeys, please leave them high enough to be covered by my skirt.”

Twilight grinned and moved to the opposite thigh, leaning further in toward her groin, feeling it twitch slightly as it met her tongue, taking it between her lips and sucking on the skin, lightly pulling on it and letting it pop from her mouth with one more little red mark. Twilight moved back and forth between them, growing further along her inner thighs with each kiss and growing more eager in marking the territory, sucking a little harder on her soft skin, leaving darker red spots in her wake. Twilight’s lips met the crease of Rarity’s thigh, taking one of her outer labia between her lips and sucking on it, prodding it with her tongue as she tugged on it, Rarity squeaking is it popped from her mouth, leaving a glowing red spot. Twilight paused for a moment, looking at her handiwork, two little trails of red marks leading her way down to Rarity waiting slit, twitching under her watchful gaze.

Twilight returned to the cozy space between Rarity’s thighs, beginning to lick at the girl’s mound and flicking her awakened clit that was poking out of its hood with an excited blush. Twilight bathed the little button, happy to hear Rarity coo with satisfaction at her actions. She moved down between her lips again, dipping her tongue between them to greedily sip her nectar, lapping at her walls slick with arousal. Twilight felt Rarity’s hips twitch again, pausing for a moment as she felt Rarity’s hand on her backside, attempting to remove her panties.

“Am I doing better?”

Twilight leaned up and assisted in stripping herself, removing her skirt and panties, remaining in just her blouse.

“Much better, dear. I feel so sensitive right now.” Rarity spoke forwardly, pulling at Twilight legs, guiding her to change position. Twilight lifted a leg over the girl, straddling her shoulders and gaining more direct entry over her slit, her freed erection now hanging above Rarity’s face. “Why not try adding your fingers.”

Twilight returned between Rarity’s legs, doing as suggested and wrapping an arm around one of her thighs, bringing her hand to meet her mouth. She had gotten the best reaction from her tongue on Rarity’s clit, so she resumed her licking of it, pressing her fingers against Rarity’s labia. She rubbed her voluptuous inner lips, spreading her viscous excitement around them while she happily ate the hard little candy of her clit. Rarity wrapped her hand around Twilight’s shaft and began stroking it, causing some precum to quickly drip from it onto Rarity’s chin, happy to finally receive attention.

“Mm, Twilight, dear, once you’ve brought me to orgasm, then I’ll be happy to give you your finish.”

Twilight’s cock twitched again and she didn’t bother pausing to respond, quickening her pace between Rarity’s legs. Her foreplay with Rarity had gotten her quite worked up and just the touch of Rarity’s hand felt great at the moment, but Twilight tried to focus on her task at hand. She glued her tongue to Rarity’s clit, pinning her pink lips between her fingers, massaging them along the length of Rarity’s slit. Twilight could feel Rarity’s reaction dripping from between her lips, making her hand more and more slick with the girl’s excitement.

“Fingers, Twilight… ahh, inside please.” Twilight released Rarity’s lips and let a finger slip between them, amazed at how hot she was inside, moving her finger somewhat aimlessly between the constrictive walls. “A-ah, a little more… fingers.”

Twilight hesitated a moment to process what that meant and slid one more finger into Rarity’s entrance, moving the two fingers together as she toyed with the contours of her tunnel. Not allowing her tongue to rest, she began a new task with her fingers, rubbing along Rarity’s delicate inner wall, restlessly searching for the proper bump or ridge hidden away within her depths that would unlock her pleasure. Twilight dove deep, curling her fingers, moving them in every direction to catch a spot she might have missed. She was surprised by Rarity’s hand suddenly pushing her face aside and grabbing her wrist. Twilight kept her hand still, fingers curled as Rarity guided her, drawing her fingers a little closer to her entrance, suddenly stopping and cooing. Twilight wiggled her finger, feeling a firm little bump, Rarity’s hips shivering in reaction. Rarity released Twilight’s wrist, leaving her to it, and Twilight replaced her tongue on Rarity’s clit, as her fingers began brushing back and forth over her newly discovered sweet spot.

“Aahn, that’s perfect, Twilight! Just keep going, I’m almost there!”

Twilight applied a little more pressure to the spot, rubbing it in circles with her fingers as her tongue kneaded against her clit. All her work on building up Rarity was paying off as Twilight felt her twitching around her fingers, legs jerking as she grew very close to climax. Twilight tried sucking more firmly on Rarity’s clit, tugging on it as it twitched between her tongue and lip, Rarity squealing in reaction as it popped out of her mouth. Rarity’s hand ceased its stroking for a moment as her pleasure rapidly grew, the tingling of her imminent orgasm radiated from her pussy, all through her thighs and down to her moist toes, her every muscle twitching for release.

“Aah, Hahn! Don’t stop, I’m-”

Twilight kept constant friction on her sweet spot, dragging her tongue over her clit and dropping a little further, grabbing one of her inner labia into her mouth, nipping at it and sucking on the sensitive skin and pulling at it until it slipped from her lips. Twilight blew a cold breath against Rarity’s clit, quickly placing her hot tongue back on it. Twilight gasped as she felt Rarity mouth around the head of her cock, humming into it as her pussy suddenly spasmed, squeezing around her fingers. Twilight ceased her movements, keeping firm pressure on the girl’s sweet spot and holding her warm tongue lovingly against her sensitive clit. Rarity continued to moan through her orgasm, Twilight enjoying the unique sensation of feeling Rarity’s orgasm through its spasming on her tongue and fingers as the girl hungrily lapped at her cock.

Twilight’s own pleasure was being swiftly unlocked and unable to resist she gently slid her hips down, Rarity squeaking as Twilight’s cock was pushed deeper into her mouth. The lack of resistance was encouragement enough and Twilight began to gently hump Rarity’s face, amazed at the feeling of Rarity’s whole tongue against her shaft. Twilight slipped her fingers out from inside of Rarity, moving her tongue from her clit to her entrance, dipping her tongue into the contracting tunnel to taste her climax. Twilight took her glistening pink lips into her mouth, radiating heat from their pulsing orgasm as she sucked on them, massaging the malleable lips with her tongue. Twilight’s voice vibrated through them as she felt Rarity’s fingers grab her balls, caressing them within her grip. Twilight tried humping a little deeper into Rarity’s mouth, careful to test her resistance. A shiver ran up her spine as she felt the head of her cock tapping the top of Rarity’s throat and she squeezed the girl's labia between her lips before letting them slip free.

“Rarity, I’m about to cum.”

Rarity placed her hand against Twilight’s hip, pushing her out of her mouth and grabbing the girl’s cock, stroking it in her hand.

"Ah, alright dear. Do you think you can give my chest a nice coating?"

“Nngh... Come on, Rarity, let me do it in your mouth.”

“Sorry dear, but perhaps swallowing your load will grow on me over time.”

Rarity stared upward at her close-up view of Twilight’s cute little ass, so feminine on its own, and perched just below it was the root of Twilight’s cock swollen with arousal and her balls looking especially full with her pent-up load. Rarity listened to Twilight’s sweet moans, knowing that she was quite close and thought she’d try and make up for not taking her cumshot orally. Rarity leaned up and made Twilight groan as she took one of her balls into her mouth, massaging it with her tongue.

“O-oh, god, Rarity, ngh, that feels so good!”

Rarity hummed happily around Twilight’s balls and released her hand momentarily from Twilight’s cock. In a careful motion, Rarity touched Twilight’s free testicle and pressed it between her lips, popping it into her mouth along with its twin. Twilight squealed and pressed down lightly, Rarity humming again as she felt Twilight’s first rope of cum land hot onto her stomach. Rarity was mesmerised by her unique sight, closely watching Twilight’s orgasmic contractions and feeling the corresponding cumshot hitting her skin.

Rarity closed her eyes and focussed on the sensations, the soft delicate skin of Twilight’s balls against her tongue, feeling them spasming in her mouth. She continued to knead the balls with her tongue, encouraging Twilight to release as much cum as she could, feeling the girl’s hips shudder with her orgasm. She came an impressive amount, a little more than Rarity remembered from last time, collapsing onto Rarity’s body as her cock continued spasming as it released the last of its cum onto Rarity’s neck. Twilight laid there, face draped over Rarity’s slit, her hips still propped up and shuddering as Rarity refused to release her. Rarity continued to suck on her sensitive and thoroughly emptied balls, her firm tongue not letting up on its massage, leaving Twilight’s cock unable to stop twitching with nothing left to release. Twilight stuck out her tongue and resumed playing with Rarity’s labia, sucking them into her mouth and licking them all over.

The two girls steeped in their afterglows for a few minutes longer, their orgasms having long faded and simply enjoying the sensations of each other’s tongues on their bodies. Twilight eventually lifted herself off of Rarity, turning to look her over before lying next to her, smiling and nudging into her shoulder.

“I don’t think I’ve ever seen you look this messy.”

Rarity lifted her head slightly, grimacing as she looked at her body.

“Ugh… I feel gross. So much semen and… and saliva. I’m covered literally head to toe.”

“Yeah, but you’d do it again.”

“I’m not as sure as you are.”

“Fine, I suppose I shouldn’t lick your feet again.”

Rarity grabbed Twilight’s arm, squeezing her arm and looking stern.

“Just let me use your shower.”

“Sure, we can hop in together.”

“Carry me there.”

“There’s no way I could carry you.”

“Don’t say it like that! it makes me sound fat.”

“Rarity, I probably couldn’t even carry Sweetie.”

“Yes, well…”

“One of us has to get up first.”

“I can’t walk, my feet feel sticky.”

Twilight sat up and grinned down at Rarity.

“Fine. If you give me a kiss, then you can wait here while I get the shower going.”

“You would’ve gotten one of those anyway, but a deal’s a deal.”

Twilight ran two of her fingers over Rarity’s abdomen, gathering some of her cumshot on them.

“Oh, and get used to this flavour and maybe there won’t be such a mess next time.”

Twilight stuck her fingers into her mouth, sucking them clean of her cum. Rarity squeaked as Twilight quickly latched onto her lips, sharing her unique flavour between them but gladly receiving her, not at all minding her little addition. Twilight began to pull away and Rarity trapped her tongue, giving it a tug before allowing the girl to part from her. Twilight sat up and slid off of the side of the bed, standing with a little stretch and smiling as she glanced back down at her reclined and cum covered friend.

“I should get my phone and take a photo of this moment.”

“Not if you ever want a taste of this again, you won’t.” Rarity sang back confidently, staring Twilight down with a smirk. Twilight flinched at her snappy reply and looked away with a blush.

“Right. I’ll uh, just get that shower started then.”

“Don’t keep me waiting, darling.”