Oh so you’re back. It’s been a week since we’ve seen Twilight last, nothing interesting has happened, since her and Rainbow did some science together. The effects of the potion have seemingly worn off and everything is back to normal. Too normal. It’s been normal for 7 days straight, there needs to be something interesting going on! So, I have a good feeling for tonight, maybe it’s just heatstroke from the long day, or the peaceful seeming-ness of Ponyville (We all know that it’s ‘the calm before the storm’) but this is most likely going to be the second story of Twilight being kinky.
I hope you’re not too tired…

The moon shone brightly over Ponyville, the town fast asleep after a long day of work. The cool night breeze allowed for easy slumber after the hot summer day, and nocturnal creatures relished in the darkness. One creature, an Owl, sung quietly as the door to the towns’ library slowly opened, revealing a dark figure. As they stepped out into the moonlight, one would just barely be able to see that the person was in fact a woman. The glow of the moon outlined the woman’s horn and body, revealing her hour glass figure, reasonable bust, and approachable smooth legs. Clad in black set of clothing that consisted of a hoodie and a pair of tight shorts, the dark lavender woman locked the door behind her and set off into the slumbering town.

Light faintly reflected off the hooded figures shorts as she approached a three story, tent shaped building. Coming up alongside the window of the building, the woman pressed herself against the wall, to blend with the shadows. Looking around the clearing in front of her, she confirmed that the streets were empty. Although she knew it wouldn’t really be that strange for her to be there, she thought of it as a more of an adventure this way. Peering in through the window slowly, she scanned the room inside with careful eyes.

Mannequin’s dressed in frilly dresses, professional suits, and hip casual wear lined the near walls, while relatively clean tables stacked with tools and materials sat at the back. To anyone this would look like the home, or shop, of a seamstress. The person peering in through the window knew it was, for this was the home of her friend, Rarity, the arguably most beautiful and talented lady in the town. She was also known as the “element of generosity” and was in fact often very generous. "I hope she’s feeling generous tonight…”

A purple glow enveloped the window as the magic woman opened the window with an unnatural quietness. Looking around once more, the figure slowly climbed in through the window, into the shop. Her slipper wearing feet contacted the floor softly as she began to move across the room and towards the stairs. As she approached them the stairs revealed a dim glow of yellow light emanating from the next floor. The lavender woman smiled, her brain getting ready for some fun.

Reaching the top of the stairs, however, revealed her hopes of an awake and ready Rarity to be too high. Although she had not made arrangements, and had technically broke into the place, seeing the sleeping woman on the bed in front of her saddened her. She had been hoping for an “Oh Twilight, I’m just so glad you’re here! Please would you be just so kind as to help me with something” and then some surprise lesbian sex, but instead she got a sleeping beauty. Not that a sleeping beauty was a bad sight, as much as it…

Twilight’s eyes widened as she had a new devious idea on what to do with Rarity. No, a sleeping beauty wasn’t going to be a bad sight at all.

Placing her feet carefully around the cluttered floor, she made her way to the sleeping woman. It was clear that she’d been working right until she fell asleep, what with all the clutter on the floor, and since not only was she above the covers at the edge of her bed, she was also still holding a piece of fabric. The woman was also wearing unorthodox “night-wear” and as Twilight pulled back her hood, she identified these as barriers between her and Rarity’s body.

She was wearing a tight white tank top, which blended with her snow coloured skin, hugging her grapefruit sized braless breasts. She also was adorned with a long black skirt which reached just past her knees. Across her face was a pair of glasses which were slightly crooked from the angle in which Rarity slept. Twilight stared for what seemed like a few minutes, just watching as her slender, yet pear shaped friend slept.

Just the images in the lavender woman’s mind were enough to get her excited; she could feel herself beginning to become moist at the lustful thoughts. Although feeling adventurous, she wondered if it was too much to do such a thing to her unaware friend. Having been in sexual situations with all her friends, she knew Rarity to be the most active of them. Often going out “for drinks” with multiple men, or women every week. There was even a period in time where she and Rarity were having encounters every day, but did that justify it?

Biting her bottom lip Twilight looked over Rarity slowly, from her feet she moved her eyes along her beautiful friend until she reached her face. Well, maybe I should just take her glasses off for her, that must be… uncomfortable, right? She thought, reaching over her friends’ succulent body towards her red pointed glasses. Slowly pulling them off her face, Twilight held her breath as Rarity shifted her head towards her.

She didn’t wake up. The purple haired woman let out her breath in relief, putting the glasses on the nearby nightstand. A feeling of encouragement spread over her, she was sure Rarity wouldn't mind if she just made her a little more comfortable, in fact she’d be grateful…

Twilight scanned her friend once more, her eyes landing on her friends’ skirt, which was clearly uncomfortable to try and sleep with. Biting her lip once more, she moved around to the other side of the bed, reaching tentatively for the clothing. Carefully taking hold of the waistband, she began to slowly pull the skirt towards her. She smiled at the prize she was rewarded with.

A now skirtless Rarity lay on her bed, wearing nothing but a tank top and thin red panties. Twilight was getting very excited, her heart pumped intensely as she stared at her unknowing friend, her lady-bits tingling at the sight. She was also feeling a little too warm in her sweater; she slowly removed it and let it fall silently to the floor, revealing her purple-lingerie covered lavender breasts, along with her wings which became immediately erect. Her teeth once again felt the need to attack her lips.

The half-naked alicorn woman felt very sexy and very sex-ready as she once again approached the sleeping Rarity. She couldn’t understand what it was about being sneaky that was getting her so turned on, but she enjoyed the feelings none-the-less. Every move she made without waking up the woman before her caused her to become more and more aroused, and as she finally worked up the courage to go a little further, she was dripping wet. Had she used the potion she used with Rainbow the week before, she was sure she’d have had a raging boner. She definitely had a wing boner, though.

Bringing her hand down to just above the snow coloured seamstresses stomach, Twilight held her breath once more. She softly placed her hand on Rarity, looking to her face for any reaction. There was none. Taking a new breath, she slid her hand up along the tank top, towards the awaiting breasts, stopping once her hand was cupped around the furthest one. Still no reaction.

Twilight felt like she was on top of the world. Very encouraged, Twilight slowly squeezed the breast, moving it gently around as she watched her friends face. Slowly becoming faster, and more intense, she captured the other breast with her free hand. She began to play with the breasts as she would normally, even including the nipples. However, she felt restricted by the tank top, and decided she had to remove it.

Rarity was splayed out, arms over head, and beginning to sweat, but still was not awake. Twilight knew that it would be too difficult to remove the tank top normally, but how else could she do it? Searching through her memories, she tried to remember a spell that could help, but came up with nothing. Sighing, she looked around the room, immediately noticing a pair of scissors on a desk. Shrugging, Twilight used her magic to levitate the scissors to her, and brought them down to the tank top.

Carefully, she positioned the scissors at the straps of the tank top, cutting each one. The rest of the shirt now free, she placed the scissors on the nightstand and grabbed the bottom of the shirt. Pulling the shirt down Rarity's body, her friends’ bare breasts were brought into view. They fell out as they were released from their prison, jiggling slightly. Bringing the tank top all the way down and removing it, Twilight felt a smile creep along her face.

The white unicorn woman still did not wake up, although now naked, save her underwear. Licking her lips, the half-naked alicorn returned to the now bare breasts, cupping them once more. Even though she had not managed to wake up her friend yet, she still kept an eye on her for any reaction as she began to fondle her breasts. Now able to properly play with the nipples, Twilight bent over to give them a light lick. Rarity’s face twitched, a few beads of sweat running down her face. Still she did not wake.

Twilight held back a girlish giggle as she wrapped her lips around the closest nipple, suckling and licking it gently. Her wetness increased as the flavour of Rarity’s breast washed through her mouth. It tasted faintly sweet but with an odd mixture of sweat and fading perfume, that accounting for the smell as well. However, in the heat of sexual desire all is forgotten, and Twilight continued to increase her attack on her friend’s breasts.

Increasing her speed, Twilight squeezed, pushed, and suckled her friends’ breasts. Her privates ached to be pleasured and her wings were erect with excitement.

She noticed that Rarity was beginning to move slightly every now and then in response to her fondling of breasts. Twilight imagined she was having some good dreams, as her breathing was also beginning to intensify. Noticing all this Twilight wondered only one thing: How far could she go? She canceled her playdate with the two sisters, instead looking to the white-grey horn protruding from under Rarity’s purple hair.

Having both a horn and wings, Twilight understood how sensitive both body parts were, and just the thought of it made her even hotter. Moving around the bed, she slowly reached for the magical extrusion, gently wrapping her hand around the tip. She shuttered at the feeling, picturing herself in her friends position. Carefully she began to move her hand up and down the horn, much like she would a penis. Her eyes glowed with success as she began to notice the magical pleasure-sparks emanating from the horn.

Upon touching her skin, Twilight could feel the sexual energy course through her body. The amount of pleasure she felt from the sparks, was a good way to gauge the amount of pleasure Rarity was feeling. A first she felt small pricks of pain as the sparks touched her face, but they soon melted into dabs of pleasure. She quickened her speed a little, sending more sparks flying, Rarity’s breathing paralleling as well. The sparks began to make Twilight moan quite a bit, the pleasure was like sand blowing across her body. As much as she wanted to keep going, she knew that they’d both cum before the whole experience was had if she continued.

Twilight shivered as she felt the energy quickly dissipate as she let go of the horn. She guessed that it was sort of cheating a response, anyway. The lavender woman didn’t want to miss out on the most important feature of a lady. She moved around the bed, her eyes immediately finding this spot.

The only piece of clothing left on Rarity was her thong, which was barely a piece of clothing anyway. This measly shred of fabric did next to nothing to hide the smooth-shaven pussy beneath. Upon closer inspection, Twilight found that her friend was wet, despite being in deep slumber, so much so that it was beginning to soak through her underwear. Pleased with herself she began to tease her way towards the private spot, slowly running her hands up the smooth white legs in self-temptation. Bringing her hands around the inner thighs, she took hold of the thong, and began to gently pull it down Rarity’s legs. A now naked Rarity lay sleeping; hot, sweating, and wet. Just ripe for the fingering.

Twilight found herself absent mindedly rubbing between her legs as she inspected the smooth, grey vagina she had revealed. Proceeding to take her shorts off, which were almost dripping, she felt the need to have something in her and wished for Rarity to awaken. However at the same time she got a thrill from the temptation without reward. Her hand found its way between her own legs once more, teasing her nether lips, as she bent over towards the white mare-persons hotspot.

Moistening her hand with her own wetness Twilight removed the now wet digits from her own privates, and brought them towards the naked woman’s. Gently pressing a single finger against the bottom of the warm wet flesh, she began to slowly stroke up and down, pushing just enough to spread the nether lips. Avoiding the clit, she continued this motion as she added another finger, preparing to penetrate the sleeping Rarity.
Twilight grew hotter as she felt her own juices mix with her friends.

With another bite of her lip, the alicorn-woman pushed her fingers slowly into Rarity’s wetness, rejoicing with a near silent pleasure-sound as she felt the woman’s insides wrap around her fingers. Although not as tight as, say, Rainbow Dash’s (whose athletics toned her body in more ways than one) the feeling was never-the-less awesome as her fingers reached their ends.

Rarity softly moaned and her head briefly shifted slowly from side to side, her face twitching slightly, but still did not wake up. This is almost concerning; the implications! Slowly sliding her fingers out of her friend, Twilight’s head spun with the fury of sexual power, her mind whirling with the excitement of success. She had never been wetter.

This time, Twilight’s fingers entered with slightly more force than before, immediately beginning the familiar routine of fingering. Sliding in an out, starting at a slow pace, Twilights available hand made its way to her own slit once more, causing moans to slip from her mouth. All the while, Rarity was slowly shifting side to side, beads of sweat rolling down her head and her breathing rapid. She was definitely having sweet dreams.

Both girls were approaching their climaxes, the sleeping one beginning to ‘twitch’ dramatically in her sleep, while the awake one was rocking her hips against her hand as she continued her fingering workout. All thoughts of wonder and implication pushed from Twilights mind, her fingers penetrating her friend at a rough speed, making wet noises as her hand hit against her pussy. Her own moans were becoming louder, while Rarity’s became more frequent.

The white woman’s vaginal walls began to squeeze tighter on the others penetrating fingers, signalling the eminent orgasm. In the heat of the moment, Twilight quickly brought her face to Rarity’s privates, pulling her fingers out and replacing them with her mouth. She began to suck and lick the wetness ferociously, becoming unsteady and erratic as she neared her own climax. She stuck her tongue into the now very tight hole, simultaneously beginning to rub the clit.

Rarity’s eyes fluttered open just a moment before she came, letting out a long moan as she felt the familiar feeling of liquids leaving her privates, the hot feeling of pleasure spreading throughout her body. Her body tensed and her back arched slightly as the orgasm reached its high point, having not expected the orgasm she could not control her magic, and her horn sparked as climatic energy shot out at Twilight.

The energy jolted Twilights bra, breaking the strap and causing it to fall off, her breasts bouncing out. That combined with the female ejaculate squirting onto Twilights face and in her mouth pushed her to her climax. The familiar tangy taste mixing with the feeling of pleasure, Twilight’s wings flared out to their full length, cum dripping down her legs. She felt a throbbing in her head, but it subsided quickly, turning into waves of pleasure. Both girls were moaning and shaking as their climaxes died down, their breathing hard and their minds whirling.

Twilight slid to her knees and rested her head on the bed in between her now awake friends’ legs, her wings slowly returning to her sides. Rarity looked down at the Lavender woman, hot and confused, unable to speak for a few minutes. They lay there, their breathing slowing, and the hotness subsiding, until Rarity finally spoke,

“Twilight… whatever are you doing here?” She asked as she sat up.

“Oh you know me, just experimenting.” Twilight looked up at her friend, her face still glossy with pleasure-juice. Rarity shook her head and gave her friend a look.

“And what possible experiment could involve me being stripped naked?”

“Well…” Twilight returned a look to Rarity, who rolled her eyes.

“…and pleasured…”

“Just was intrigued by how heavy of a sleeper you were. As it would be, you are a very heavy sleeper.”

“So it seems.” The two girls stared at each other for a moment before breaking out into giggles. Rarity moved to lie down on her stomach, watching Twilight as she rubbed the cum off her face. She bit her lip as the alicorn-woman proceeded to clean her hands with her tongue, swallowing all that she wiped off. Although she’d been having some hot dreams, Rarity felt like she had missed out and thus she was becoming ready for more.

“You know Twilight, a little bird told me a proper scientist does more than just one test…” Twilight smiled, her eyes narrowing. “Don’t you need to know… all the variables?”

As they moved closer together, preparing for a second round, Twilight felt a sharp pain develop in her head, in the same place she’d felt the throbbing moments ago. She damned it to go away as her lips pressed against Rarity’s. Everything was in slow motion. The edges of her vision darkened. The feeling intensified. Eyes rolled. Darkness enveloped her.

A thud rang out through the shop.

“Twilight!?”

That was, certainly… unexpected…

Author's Note

I swear I came up with the title afterwards. The whole ending was, how do you say it, retcon'd.. I don't know.

I was getting weary of the "meet and fuck" style so far so now it's "meet, shiny-thing, fuck"
I need to work out some flaws in my style, but i'm actually quite happy with this :-)

6+ hours later, one week and here we are. Thanks to all for being great readers! Remember to share your thoughts in the comments section.