Sexy Times

Twilight, Trixie and I had a short discussion over breakfast and decided we needed to visit Rarity at her boutique. Since the show-mare and I were in nearly identical bodies, she suggested I go there instead of her as the fashionista might still be upset about her attempt to take over Ponyville or the green mane incident, hoping I might be able to mend fences with her.

"Are you sure you don't want to come with me, Trixie? You never know if she might be ... curious, so to speak," I said, flashing a mischievous smile.

"Trixie does not wish to make Rarity angrier with her than she may already be," the show-mare stated sullenly. "Please, Michael, do so for Trixie!"

"Okay, I'll see if I can make her happy or something," I said, slightly apprehensively.

"Oh, come on, Michael! Rarity knows who you are! She'll be happy to see you!" Twilight chirped.

"If she's going, can I go too?" asked Spike.

"No, Spike, this is a mission for me," I stated flatly.

"But, but, but, but, but ..." he mewled pathetically.

"You sound like a motorboat, Spike. There are certain ... things I need to pick up -- girly stuff, you know -- stuff you don't like, remember?" I asked, grinning mischievously. "You don't wanna try on some of the silly things she'll make you wear, non?"

"But ... it's Rarity!" he whined.

"Next time, Spike, I promise! I have to do this on my own! Sorry! Trixie, Twilight, I'll be back later ... don't wait up for me, okay?" I half-asked, still grinning broadly as I left the Library and headed off for Carousel Boutique.

"Trixie hopes Michael will change Rarity's mind about her," the show-mare mused.

"Would you like me to help you take your mind off that matter, Trixie?" Twilight asked in a sultry tone, offering a sly wink and a swish of her tail as she started up the stairs.

"Trixie would like that very much!" she giggled as she followed the librarian upstairs to the guest room to pick up where they left off.

I trotted through Ponyville, attracting some attention from other ponies as I made my way to the boutique. A certain bouncing pink earth pony mare intercepted me on my way there.

"Hey, Trixie, what's up? What'cha doing?" asked the pink party pony.

"It's Michael, Pinkie. I'm headed to Rarity's to pick up something special," I replied.

"Can I go? Huh? What'cha getting? Is it something for yourself? Is it something for Trixie? Can I join you back at the library? Huh? Can I? Huh? Huh?" Pinkie asked as she continued to bounce up and down very excitedly.

"Mmmmmaybe later," I grinned impishly. "I'll bet you taste like cotton candy ..."

Pinkie lifted her right fore-leg at an impossible angle and took a quick lick. "Nope! Tastes like regular plain old Pinkie Pie!" she giggled.

"That's not exactly what I meant," I grinned mischievously.

"Ooh, what DO you mean?" she asked almost innocently. I was looking at her cutie mark and she followed my gaze. "Oh. Down there, huh? Hmm. I might be tempted to let you taste it later, Mikey!" she giggled.

"I wonder how freaky that filly really is," I thought to myself as I arrived at the front door of the boutique. "Seeya later, Pinkie!" I called to her.

"I'm sure you will, Mikey!" she giggled and bounded off toward the bakery. I rang the doorbell and waited for Rarity.

"One moment, darling!" the fashionista called down. I heard hoofsteps descending a staircase and then Rarity opened the front door and glared at me. "What do YOU want?" she nearly growled at me.

"Rarity, please. It's me, Michael!" I said, somewhat hesitantly. Her expression changed quickly, her frown turning into a smile.

"Michael, darling, please come in! I'm sorry about that, it's just that I still have some hard feelings towards that egotistical show-mare," she offered.

"I apologize for the confusion, but my cutie mark should have been enough to let you know that even though I may look like Trixie, I'm not really her."

The alabaster mare glanced at my flanks and noticed the odd cutie mark and gasped. "How did you get Twilight's cutie mark, darling? You're missing one of the white stars!"

"That happened in the other universe I visited -- it's a long story, and I'm here on business. I need an outfit, Rarity -- I heard you're the best, and I need something truly breathtakingly sexy and seductive!" I smiled.

"Ooh, a challenge! I LOVE a good challenge! Darling, it will be a pleasure to come up with something truly magnifique for you!" she beamed. "Come with me, I'll need to take your measurements!"

"With pleasure, Rarity," I grinned and followed her upstairs to her workroom. Immediately after I followed her into the workroom, she magically closed the door and locked it, flashing an impish grin at me.

"Darling, you have no idea of just how long I've been wanting to get my hooves on you!"

"Is that a good thing or a bad thing?" I asked innocently.

"Oh, where are my manners? Sorry about that, darling, it's just that -- the request you gave me filled my mind with ... shall we say, less than ladylike ideas?"

"Ooh, Rarity! I'm very curious to see what you can come up with! The naughtier the better," I grinned.

"Ah, a mare after my own heart! Please stand over here, dear, let me get those measurements," she chortled, levitating a tape measure, a pad of paper and a pencil over to her vicinity. I trotted over to a raised platform where the fashionista started maneuvering the tape measure around my body. She took the opportunity to familiarize herself with my body on a very intimate level, touching me here and there as she allowed herself to succumb to the temptation my body offered. I giggled a little at her touch when it tickled, then gasped as she took a bolder approach, sliding her left fore-hoof between my hind legs, tracing her way up to my sex and rubbing it gently. I moaned in pleasure as she did this.

"Not one to mince words, eh Rarity?" I said between giggles and moans as she sped up the movements of her hoof. Her touch bespoke of great expertise, as though she had years of experience touching mares in the correct places to achieve the desired result.

"But of course, darling! I'm just trying to get you warmed up! I'm curious to know how it feels to be a stallion inside a mare's body!" she stated, smiling broadly at me. She continued pushing and sliding her hoof against my labia and love button, going in light circles to intensify my pleasure. Instinctively, I moaned even louder as I could feel the pressure of an oncoming orgasm.

"You don't wanna make me cum already, do you? I would like to give you as much pleasure or more than you give me!" I giggled.

"Ooh, daaar-ling, I think that would be wonderful!" she giggled. "I believe you're even more sensitive down there than Twilight! I can smell her scent on you -- did you pleasure her as well?"

"Yeah, that was earlier -- I want something special that will make her jaw drop when she sees me wearing it!" I beamed.

"Ah, yes, business before pleasure. Very well then, Michael, I have the needed measurements and I know just the thing which will truly impress not only Twilight but you as well, and maybe even Trixie herself! Speaking of whom, where is she now?"

"She's still at the library with Twilight. I believe the two of them might be having a little fun during my absence," I mused.

"And she didn't even invite me! I'm disappointed," she pouted.

"Rarity, if you can forgive Trixie, I think Twilight wouldn't mind you joining us back at the library. Pinkie Pie said something about wanting to come along as well, so to speak. Would you be interested?" I asked, flashing a wicked grin. Rarity's smile widened even further upon hearing this.

"Darling, you're going to make me wet just fantasizing about that! Of course I'd love to join you!" she giggled playfully, flashing a knowing wink. "Now let me see here," she mused, glossing over her work table, scribbling furiously with her ink quill. She dashed out a quick design, nothing terribly fancy, but quite impressive nonetheless, and showed it to me.

"Hmm. A saddle? Kinky! Ooh, long socks? A flower? I'll have to see what it looks like when you've finished with it and when I try it on," I mused. "I know I shouldn't rush you, but it looks fascinating."

"I do my best work when inspiration hits me like this! I'll have it finished in no time!" she exclaimed excitedly. She dashed to her sewing machine, her magic working at a frenetic pace -- it seemed as though she was quite impatient to see me wearing it as well! I could have sworn it only took her five minutes to finish the outfit for me as she rushed back to meet me with the finished product.

"Ooh, lavender, purple, pink and yellow! Very nice! The white socks with purple garters are a very nice touch! Let me see here," I said, barely able to contain my excitement as I quickly slipped the socks onto all four of my legs, sliding the purple garters nearly all the way to the top. I placed the saddle on my back, fastening it to my barrel, a harness of sorts holding it firmly against my chest. Rarity placed the flower on a purple headband behind my horn and styled up my mane and tail, brushing them out to give them more volume.

"Ooh, daaaar-ling, you look absolutely stunning in that ensemble!" the fashionista exclaimed and licked her lips lustily. She expressed her satisfaction by giving me a big toothy grin.

"Please, let me see what I look like, Rarity!" I said excitedly. She brought a mirror over to where I was standing. "I need to lay on a sofa so I can give it the full effect," I offered. The fashionista pulled a red chaise lounge from somewhere for me and offered for me to lay on my belly. The mirror was re-positioned so I could get a better look at myself. I'll have to admit that seeing myself in Trixie's body wearing such an extremely sexy outfit made me wet between my hind legs! "Ooh, Rarity! You've outdone yourself on this one!" I cooed loudly to her. "I want to thank you in a very special way for this!"

"Oh, the pleasure's all mine, darling!" the fashionista grinned slyly, climbing onto the couch with me and giving me a quick kiss on my lips. I put my left foreleg around her back and drew her close to me, opening my mouth to extend my tongue into hers, swirling my tongue around hers. Her eyes went wide with surprise for a second, then half-lidded in pleasure as she allowed herself to surrender to her passion. She thrust her tongue into my mouth almost forcefully, lashing her tongue against mine as she sought to take dominance in our passionate embrace. We breathed sharply through our nostrils, trying to prolong the kiss. Another few moments passed as we continued to fuel each other's desire, the sensation of kissing causing us to lose any inhibitions towards a greater endeavor. We broke off the kiss for a moment, a strand of saliva linking our mouths.

"Darling, who taught you how to kiss so well?" she grinned, blushing lightly.

"I've had some practice -- Trixie knows how to kiss very well," I giggled.

"I hope that's not the total extent of your payment," the fashionista pouted, batting her eyes very seductively at me.

"Rarity, dear, you wound me! Of course that's not all! That's just to get us warmed up!" I grinned. I licked my lips and widened my grin. I stole another glance of my reflection in the mirror, entrancing myself yet again with the vision of sexiness staring back at me.

"Darling, you are just like Trixie in that regard -- always concerned about your appearance," the fashionista huffed impatiently.

"Rarity, please give me more credit than that! This ensemble you have made for me is exquisite! I can't help but stare at just how sexy I am in it!" I giggled. I laid on my back, spreading my hind legs open as an invitation to the alabaster mare, who grinned in approval as she nearly pounced on my glistening sex.

"Well, darling, how can I resist such a temptation?" she giggled, then set upon my pussy with such fervor I gasped in a combination of surprise and pleasure at her swiftness. She lapped at the folds of my labia, then opened her mouth as wide as she could to take all of it in. She delved into the depths of my pussy with that wonderful tongue of hers, gliding, probing, pushing, swirling it around my clitoris.

"Aaah, Rarity! Ooh, yes! Deeper! Unh!" I cooed, moaned and grunted. I arched my back, thrusting my hips into her face, trying to get her to go further in! "Mmmh, yes! That's it!" I exclaimed as she lightly nibbled my love button. "Don't make me cum just yet," I huffed between gasps for breath. Even so, it was hard for me not to put my forehooves on her head, trying to push it deeper between my haunches!

"Mmmmh, I love the way you taste," she cooed as she came up for a breather. She smiled at me and licked her lips to savor the taste of my love juices, then returned to her ministrations on my sex.

"Wait, Rarity -- climb onto me and put your hindquarters in my face -- I wanna taste you as well!" I giggled. The fashionista gave me a wicked grin and turned around, climbing over me, pushing my haunches aside with her forehooves. She spread her haunches across my face as I inhaled the scent of her musk, extending my tongue to the dark grey fleshy folds of her pussy, glistening lightly with just a bare glaze of her love juice. "Mmmh, Rarity! You taste so sweet!" I giggled, my breath blowing across her sex causing her to gasp and moan in surprise and pleasure.

"Ooh, darling! Do that again!" she insisted, then did so for me, causing me to shudder. "Ha ha, I didn't know you were that sensitive!" she laughed, her giggling proving to be quite infectious. She then returned her attention to my pussy, licking and sliding her tongue all the way up and down its length and ran a few circles around my dock with the tip of her tongue. I moaned in pleasure as her expertise was pushing me ever so close to a climax. I tried to mimic her actions, sliding my tongue in circles around her labia, her clitoris, and her dock, massaging her cutie marks with my forehooves. Her moans and gasps had a deeper resonance to them than mine, her voice seemingly enhancing my pleasure. The two of us continued our ministrations on each other's sex, pushing us even closer to our climaxes. I had opened my mouth as wide as I could in an attempt to fully please the alabaster mare, pushing my tongue as deep into her love tunnel as I could.

Between gasps for breath and her moaning, Rarity asked me to imitate Trixie's mannerisms, declaring that if I looked like the show-mare, I should act like her as well! I think she probably wanted me to do that to further her excitement, but I decided to give it a try.

"Trixie doesn't know if she can make Rarity think she is me," I said between my moans and gasps, almost huffing between the words.

"Give me more, Trixie! Please! Ooh, yes, darling!" the fashionista said between her gasping and moaning. I think I might have found a way to excite her further as I could feel her body starting to tense up ever so slightly, her moans becoming a little bit longer and louder as I continued my ministrations, licking and sucking on her pussy, pushing my tongue as deeply as I could into it.

"Trixie can't talk with Rarity's pussy in her mouth," I giggled, my breath blowing across the very wet fleshy folds of her labia causing her to gasp quite a bit more loudly than normal.

"Aaah! Trixie! Yes! Keep going!" she cried, screwing her eyes shut in eager anticipation of her coming climax, her body tensing up even further as the pressure continued to build. Her excitement was feeding my passion as well, my tongue quickening its pace on, around, and into her love tunnel, my teeth lightly nibbling her little button. As good as I was, she was considerably better, her ministrations to my sex working their magic on my brain.

"Trixie, huff, is, huff, getting, huff, huff, close! Make Trixie cum! Aaaah! Yes!" I exclaimed as my passion was beginning to overtake me, causing me to lose some control over my attempts to provide the fashionista with the pleasure she craved.

"Oooooh! Trixie! YESSS! TRIXIE!!" she screamed as she surrendered to her passion, the wave of pleasure crashing with the force of a tsunami. Her love juices flowed freely as I eagerly lapped up the liquid, trying to get every last drop. It was at this point that my orgasm hit like a freight train, my body tensing up and shuddering as I allowed the pleasure to overwhelm me. I could feel the alabaster mare licking and sucking my love juices with just as much fervor as I had done for her.

"Trixie liked that very much!" I giggled, cooing softly to the fashionista.

"Good, I'm glad you did! We're not finished here, yet," Rarity said softly, flashing another wicked grin. She went into her closet and fetched a brown cardboard box which looked an awful lot like Twilight's "Study Aids" box and fished out a few toys. My eyes went wide when I saw her don a dominatrix outfit and wielding a riding crop in her light blue aura, which also held a ball gag.

"T-t-trixie is n-n-not s-so sh-sh-sure about th-this," I stammered badly. "Trixie does not like pain," I added, my words tinged with more than a little fear.

"Oh, you're no fun anymore," she said dejectedly and placed the toys back in the box before fishing out a long dildo which looked an awful lot like "Mr. Big."

"Well, Trixie, darling, if you won't let me have my fun one way, I'm sure we can do something else, yes?" she grinned.

"Rarity! What kind of mare do you think Trixie is?" I asked hesitantly.

"An impatient one, I hope?" she half-asked. I giggled in response to her little joke and simply nodded my head. I was still laying on my back on the chaise lounge, my legs spread wide and my sex glistening with my pussy juice. Rarity had to force herself to tear her gaze away from my sexiness, her cheeks a bright rouge from her blush. "I'll take that as a yes, darling!" she giggled as she trotted prettily to me, the long dildo in her light blue telekinetic aura. She slipped one end of the dildo deep into my love tunnel, filling it up completely. I moaned in deep pleasure at the sensation, one I figured I could very easily get used to!

"Trixie likes the way this feels," I cooed softly to the fashionista, smiling warmly at her. She pulled another chaise lounge out of a pocket dimension or something -- I didn't bother to ask her where. She pushed the end of this one against the end of the one I was laying on and climbed onto hers. She scooted closer to me, spreading her legs in order to sandwich mine with hers. "Trixie hopes you plan on scissoring with her," I said, giving her a toothy grin.

"Oh, Trixie, darling, I'm going to do much more than that!" she giggled as she managed to slide the free end of the dildo into her pussy, her legs splaying around my belly and between my legs. She licked her lips again and smiled broadly before moaning as she pushed herself into me, the dildo filling her love tunnel completely as well. Our lower lips were touching at this point as she began grinding her hips, sliding back and forth ever so slightly. I arched my back again, the sensation proving to be extremely pleasant, fueling my passion, the warmth beginning to heat up again.

"Ooh, Rarity! This ... Trixie likes this!" I moaned, rocking my hips against hers. She giggled and moaned again, her passion rising in tempo with mine. I tried to time my movements with hers so that we could bump against each other. We were starting to get a good rhythm going, moaning, gasping and crying out in ecstasy, each of us feeding off the other as our passion continued to build once again. Rarity continued to call me Trixie as she sped up her movement. I tried to keep up with her movements, my somewhat clumsy attempt to fulfill her passion caused her to ask me to talk some more in an attempt to push her into that next wave of desire. "Trixie, huff, is, hanh, trying, hanh, hanh, to *gasp* keep up, huff, with, hanh, huff, Rarity! Hanh, hanh, aaaah, yes!" I cried out as the next wave of pleasure crashed over me. I allowed the sensation to overwhelm me as Rarity quickened her pace in order to reach her climax. She swiftly slammed her lower abdomen against mine, rocking and grinding as much and as quickly as she could in order to push herself over the edge.

"Come on, Trixie, darling, help me! I can't have you lose me like this!" she complained, almost pouting at me.

"Trixie says let her lick your pussy again, Rarity!" I giggled. "You seemed to enjoy that quite a lot!"

"Yesss, you are pretty good at doing that, Trixie!" she chuckled in agreement, flashing a big grin.

"But maybe if Trixie licks your horn ..." I mused softly.

"Ooh! Trixie, darling, you'd do that for me? Ooh, yes, please! Please do so!" the fashionista practically begged.

I trotted around to the end of her chaise lounge and braced my forelegs on it as I stood on my hind legs. She obliged by lowering her head low enough so I could get close enough to her horn to lick it. She still had part of the dildo in her love tunnel, using her magic to slide it in and out for extra stimulation and her left fore-hoof on her little love button to assist in achieving her orgasm. I opened my mouth wide and stuck my tongue out about as far as I could and starting with the tip of my tongue worked my way up the ridged shaft of the protuberance, her magic aura providing a tingling sensation to my tongue. The response I got from her was immediate! She moaned very deeply in pleasure as I licked her horn using the broadest part of my tongue, feeling the power of her magic as I drove her into a wave of pleasure, her body stiffening up immediately then trembling and shaking from the intensity of her passion.

"Ooooooooh, YESSSSS! TRIXIEEEEEE! AAAAHH! YESSS!" she squealed as she succumbed to her passion, the sheer intensity of her orgasm causing her to squeeze her eyes shut as she moaned and gasped a few more times, the sensation dissipating as she descended from the heights of her pleasure. She gazed at me, the passion and lust still shining brightly in those beautiful deep blue eyes of hers.

"Rarity, your eyes are so beautiful," I stated softly. "And the rest of you's not bad, either," I giggled.

She snorted a little, but giggled as well. "Well, darling, I'm glad you enjoyed yourself! And thanks for giving me such pleasure as well! I hope we can do this again some time, Trixie!"

"May I take a shower? And clean this outfit up a little? We kinda got it a little messy," I chuckled.

"I would like to join you in the shower, darling! That is, of course, if you don't mind?"

"Hmm. I guess we could do that," I said. I removed the outfit and set it aside so it could be cleaned later. I was surprised by just how wet we had gotten as a result of us indulging our passion for each other.

"Darling, please say it like Trixie! You still look like her, so ... please, keep up with the act! It keeps me in the mood, you know!" the fashionista exclaimed, giving me another pouty look.

"Trixie requests a shower with Miss Rarity! Please help Trixie wash off her sexy body!" I giggled.

"That's the spirit! Yes, of course, I'd be happy to join you in the shower!" the alabaster mare grinned.

We trotted to her bathroom and she opened the shower curtain and turned on the water using her magic. She adjusted the temperature to her favorite level of heat and climbed in, beckoning me to join her. I climbed into the tub which was just large enough for the two of us. The water was a bit hotter than I preferred, but not uncomfortably so. I luxuriated in the warmth of the water flowing over my coat and through my mane and tail. She poured some shampoo on my back and worked her hooves into my coat, lathering it up quite nicely. She did the same for my mane and tail and paid special attention to my sex, running a hoof up and down its length, causing me to moan and gasp in pleasure yet again.

"Trixie wants to return the favor," I said softly, but loud enough over the noise of the flow of water from the shower head.

"Not until you're completely clean, my dear," she replied, continuing to work the lather out of my coat, mane and tail, but also rubbing her hoof on my pussy. I moaned again as she did this.

"Oooh, Trixie likes the way that feels! But Trixie wants to soap you up now! Please?" I begged, giving her my best pouty look. The fashionista seemed to admire my wet mane and tail as they hung limply over my head and backside. I saw her eyes go half-lidded as she continued to stroke my labia with her left fore-hoof, seemingly oblivious to my request.

"Trixie wants to soap Rarity up! NOW!" I commanded. I added a giggle to let her know I wasn't trying to be mean to her.

"Give me a moment, Trixie! You are so sexy, darling! I can't keep my hooves off you!" she cooed.

"Trixie knows she is sexy, Rarity! Trixie grows impatient!" I implored. "If Trixie keeps this up, she will begin to think that MIchael doesn't exist anymore!"

"I understand your concern, darling, but please don't worry. I just need you to keep the act up a little longer, Trixie! I only want to have one more climax and then you can go back to being Michael, if that's what you really want," she stated softly.

"Will you at least let me soap you up? Or does that not turn you on?" I asked.

"I rather like playing with your pussy, Trixie, darling! I love how soft and pretty it is!" she giggled.

"Yeah, but is that helping you approach your climax, or are you just so enamored with Trixie's pussy you can't help yourself?" I chided, offering a soft chuckle.

"A little of both, darling!" she replied as she continued to rub my nethers with her fore-hoof. I turned around and kissed her, mashing my lips against hers. She was shocked by this sudden turn of events, but relented and allowed me to hold her close as the flow of water splashed over our heads. We closed our eyes to keep the water from getting in them as we opened our mouths to let our tongues explore, dance, and wrestle again. She broke away from the kiss first.

"Trixie, darling, a little advance warning would be helpful, you know," she said, giving me a slightly hurt look.

"Trixie decided to take matters into her own hooves, Rarity! It's TRIXIE'S turn to soap you up now!" I giggled, taking the shampoo bottle in my aura and dumping a little onto the fashionista's back, working my hooves into her nearly pure white coat, that beautiful deep purple mane and tail of hers, lathering her up quite nicely. For good measure, I returned my attention to her pussy, sliding my left fore-hoof up and down the length of her labia, rubbing tiny circles around her little love button, eliciting some deep breathy moans from the alabaster mare.

"Oooh, Trixie! Please keep that up! Oooh, yes! Aaaah!" she moaned, pushing herself back into me, my fore-hoof nearly jamming into her love tunnel. I moved my fore-hoof back a little to continue my light rubbing as she backed up again, pushing her hindquarters into my chest. I reared up onto my hind legs and rested my barrel on her back. "Trixie, you're not secretly a stallion, are you? If you have a penis, please slide it into me now, darling!" she moaned.

"That's not what Trixie meant to do, Rarity! Trixie does not have a ... she can't even use her magic to do THAT!" I exclaimed.

"Please, Trixie! Give it a try! Just for me! PLEASE! Have you any idea of how long it's been since I last had a good rutting?" the fashionista exclaimed in exasperation.

"Trixie will try, but she makes no promises!" I replied. I concentrated my magic, imagining myself as Trixie having become a futa-mare. My aura coalesced around my lower abdomen, enveloping an area around where a sheath with a stallions glans might be. I screwed my eyes shut trying to do this, but nothing was happening.

"Trixie is sorry, Rarity. She tried, but cannot do it," I stated dejectedly. At this point, the water started to get cold, so we got out of the tub and the fashionista turned off the water. We toweled off and Rarity brushed her teeth. I asked her to let me do the same, but she told me she didn't have a spare toothbrush.

"Well, you gave it your best shot, Trixie. Even so, I am still quite pleased with what you have done for me today!"

"Like I said before, Rarity, you're welcome to accompany me to the library -- I'll bet the REAL Trixie might be able to better please you than me. Thanks again for that outfit -- I can hardly wait to show it off!" I stated excitedly and retrieved said outfit, folding it up as neatly as I could.

"That sounds like a good idea, darling! I shall indeed join you!" she grinned. She escorted me downstairs and out the front door of her boutique, hanging a "CLOSED" sign on the door just before we started on our way back to the Library.