As she gazed into her mirror, Twilight Sparkle was reflecting on more than just the glass before her. It was the morning of her third day back in Ponyville, and she was searching her memories of the prior day for some hint of what Rarity was planning. She had been to see her friend that morning, but the fashionista was hard at work and had asked Twilight to return later in the day. Most of the day was spent in the company of Applejack and Fluttershy, two friends Twilight was relieved to find had nothing to do with the strange club she'd been drawn into. The day had nearly gone by without anymore strange or uncomfortable moments, allowing Twilight to relax as she had hoped to upon returning home. However, mid-afternoon Twilight had to leave Fluttershy's cottage to reach the Carousel Boutique as Rarity concluded her business for the day.

Twilight arrived shortly before closing, and found no last-minute customers. Rarity was already reorganizing for the next day, and waved Twilight over. After a brief exchange, Twilight proceeded upstairs to wait for Rarity to complete a few tasks. Before long, Rarity came in with some freshly brewed herbal tea to share. Twilight felt a momentary twinge of regret for being so apprehensive about being alone with her friend again; in spite of their last conversation, she was certain Rarity had good intentions. Questionable ones, albeit, but good nonetheless.

“Thank you for being patient with me, Twilight.” Rarity began as she set the tea tray down. “I was expecting a rush today, and I wasn't disappointed.”

“I'm glad to see your business is doing well.”

“Mm, it's to do with the Club, dear,” Rarity explained as she poured their tea. “I carry some very alluring attire available only by special request. Which reminds me, Pinkie's little soiree tomorrow evening is going to be a masquerade. You should dress appropriately, would you like help putting together your ensemble?”

“I'm not yet sure if I'll attend. Why were you expecting–”

“Twilight Sparkle!” Rarity exclaimed in an admonishing tone. “You have just joined the Club and two of your dearest friends and fellow members are excited to see you there. The least you could do is make an appearance.”

Twilight was momentarily stunned before replying angrily, “You're right, I have just joined! Joined a club I knew nothing about, in which ponies can have crazy sex parties without anyone finding out! Nopony can tell me who's in charge, or who the members are, or even what the rules are going to be ahead of time! I came here today to try and make some sense out of this, not be chewed out by somepony I think of as a friend in spite of trying to draw me into this nymphomania!”

Rarity just looked at Twilight with an unreadable expression for a moment before clearing her throat and apologizing. “You've made a good point, as a friend I should be more forthcoming. If not about subjects which I am required to be discreet, then at least my own motivations. While there is little I could have said about the particulars before, I might have at least given you some idea. My greatest regret is not being there in person to give you a proper introduction to the Club; Pinkie can't have been the best pony for the job, but she was the only one available. Right now, going by what you've just said, I'm deeply concerned that she overlooked or misrepresented the way we conduct ourselves as members. What, exactly, did she say to you?”

Twilight recounted Pinkie Pie's explanations, choosing to omit Rainbow Dash's presence at the shop and library for the time being. She preferred to let Pinkie handle that presumably delicate situation.

“I believe I understand your frustration,” Rarity said. “Pinkie sees the Club, and it is the Club, as little more than an excuse for raunchy parties. It has the potential to be so much more, but I would prefer to explain what I mean tomorrow night, surrounded by other Club members. I should also mention that I asked Pinkie to change the plans for the party, insisting on a masquerade. While it's true that I received some extra business as a result; I had you in mind. I was hoping to make your introduction into the Club a soft one, so that your membership might go unnoticed for a time.”

“Why? Does it matter if other members know?”

“Oh, yes. I have a new world of opportunities to show you, Twilight. Opportunities for pleasure, profit, power… The Club can take you places, if you establish and maintain the proper connections. That will have to wait for tomorrow, however, as I have something in mind. For now…”

Twilight's stomach seemed to fill with butterflies and she felt herself grow hot as Rarity's gaze took on that alarmingly predatory quality again. She tensed up and searched for an excuse to leave, only to draw a mental blank. She glanced at the door as Rarity cast her eyes over Twilight's body, momentarily resting on her flank. As Rarity stood and approached Twilight, she also stood, backing away and stuttering.

“I-I should probably go. Get ready – I mean get an outfit ready. For – for… ”

“Shh. It's alright. Don't be nervous. I suppose you've already guessed that I have personal reasons for including you in all this. I can't deny that I've admired and even desired you. Your recent ascension has only increased that particular… urge.”

Upon saying this, Rarity's horn gently glowed with magical power. Twilight's eyes widened as she felt her tail being tugged upward and to her left, forcing her to turn in a small half-circle on the spot. She turned her head to look at her aggressive friend and tried to break the magical grip on her tail, only to lose her concentration immediately. Rarity had closed the distance between them and was already putting her tongue and magic to use, aggravating Twilight's already intense arousal.

“My, my, you certainly get excited quickly,” she teased in playfully cruel tones between running her tongue along the length of Twilight's sex. “I could just see it in your face when you saw how I looked at you. I could practically smell it, and I certainly can now. It's like the smell of fear and excitement, with a musky twinge of lust. Have you never done this before? Can it be that a little darling like you has never been sought after? I'll attend to all those unsatisfied needs of yours. Perhaps I can help you discover some new ones, too.”

“Th-the toy…?” Twilight moaned as Rarity magically tugged at her clit and created intense sensations of alternating cold, heat and tingling electricity.

“Mm, yes,” Rarity cooed. “I knew you would like it. I love to bring stallions and mares alike to a state of euphoric ecstasy, so I simply had to give you the capacity to experience all that I can do for you. I'm going to give you everything you ever wanted and never knew you needed before you had it. When I am done, you'll beg me for more, and more, and more. The princess will kneel before her queen, and shall not be left wanting – so long as she's obedient.”

Before Twilight could protest, or even form a coherent sentence, she felt a sensation she'd often imagined, but never expected to actually feel: Rarity penetrated Twilight with her horn and began to use her telekinetic magic to directly stimulate the lavender alicorn. She certainly hadn't expected it to feel this good, so much better than Rarity's previous teasing and so much better than in her fantasies.

In the present, Twilight shuddered warmly, then returned her attention to the mirror in front of her. Her face was obscured by the reddish-copper mask she wore, but she knew that she was blushing profusely underneath. Rarity had chosen the mask and dress she now wore, and Twilight had to admit that she looked good. More seductive than she was accustomed to, but good. The mask had an accessory that fit over her horn, with two small chains running from the tip to the edge of the mask on either side. It went nicely with the red dress, which hugged Twilight's body, especially her hips, tightly. The sleeves on her forelegs were embroidered with golden thread in the shape of flowering vines, the train covered her cutie mark and her wings and neck were hidden by a white, high-collared half-cape which draped loosely over the open back of the dress.

This is ridiculous, she thought as she took off the mask and set it on her dresser. I can't let myself be drawn into this, I should have turned Rarity down yesterday. Twilight removed the cape with a flourish as Rarity had shown her. Although, I could certainly make an entrance. She carefully removed and folded her new dress, placing it beside the mask. Ugh, how could I let her talk me into this? Do I really – can I really want this? She cast an accusatory glance at the artificial appendage resting on her bed, uncomfortable with the temptation and uncertainty that filled her when she thought of filling Rarity.

Twilight ran through the proposition in her head again: Come to the party, learn more about the club – the Club she reminded herself – and then Rarity will… let me… do anything I want. She felt hot, flustered, angry and silly all at once. I shouldn't have to play by her rules. Rarity didn't give me a good reason to wait for a proper explanation. I should have stopped her and demanded to know everything she had to tell me yesterday. Am I really this easy to manipulate? And with sex of all things?! I feel like I don't even know what's going on in my own head anymore. It isn't like this is a normal way to establish an intimate relationship, either. I don't know what to expect from Rarity at this point; is she just interested in being physical? Does she act so prim and proper to cover up this side of her, or is she only this way with me?

The rest of the morning passed as Twilight pondered her situation and consulted several books on relationships, psychology, sexuality and one very interesting volume containing an illustrated study of sexual practices and norms. Twilight was still “studying” as she ate her lunch in the library's modest kitchen when she heard a crash upstairs. She hastily shelved the book so that Spike wouldn't flip through it on his way to return it to its place, then rushed up to the second floor. She cracked open the door to her room and listened intently as she scanned the loft for signs of intrusion. At length, she carefully entered and called out, “Anyone here?”

“Under here,” came a familiar voice from under her bed. Twilight glanced over to her window and noticed it was open, and the books she had stacked on the desk beneath had toppled to the floor.

“Rainbow Dash,” Twilight sighed as she peered under the bed. “What are you doing here?”

“Hiding from Pinkie!” Rainbow exclaimed, poking her head out from underneath Twilight's bed. “She's been following me ever since we left here the other night! She acts like I have no choice but to sign up for that sex freak club. Er, no offense! I'm not judging or anything!”

Twilight certainly thought it sounded like Rainbow was judging. However, it occurred to her that Rainbow could provide some perspective without Twilight having to reveal any secrets. “Listen, I really won't be upset if you say anything bad about the Club or it's members, but I need to know what you think. Is it very strange that Rarity wants me to be a member and seems to think that I'll enjoy doing… intimate things with her and others?”

“Totally strange. I always had Rarity pegged as a prude. And again no offense, but you kinda struck me as the shy ever-virgin type, too. Pinkie kinda makes sense. I don't think Flutters or AJ know about all this, and they're pretty normal as far as relationships and sex go. At least, I think they are.”

“Yeah, I'm sure neither of them know about the Club. I asked them some discreet questions. Do you think I'm making a mistake, letting myself get involved in this?”

“Uh, maybe. To each, their own, I guess. I wouldn't go anywhere near that party, but Pinkie might just hog tie me, gift wrap me and use me as a ponyata if she finds me. So, can I hide out here for a while?”

“Are you really scared of her? I mean, Pinkie is weird and impossible to discourage sometimes, but she'd never hurt us or try to make us do something we didn't want to, right?”

“She won't make me, but she'll keep trying to convince me until she runs out of breath, which I'm pretty sure will happen about the same time as pigs start sprouting wings and getting coronations of their own.”

The two friends began laughing so hard that Twilight's sides hurt, and she had to wipe tears from her eyes when she could finally breathe evenly again. “Thanks, I needed a laugh. I'm sure Pinkie will calm down soon. If she doesn't, I'll talk to her. I'm pretty sure she's just afraid of somepony finding out and kicking her out of the Club. She should stop if you Pinkie Promise not to let anyone know she told you anything.”

“I already did! I also promised not to say anything about the stupid club to anypony at all, and not to go back to that sex shop. That's especially uncool; I wanted to get a toy that won't evaporate once I got paid this week.”

“Um, I'd offer to go for you, but I wouldn't know what to get.”

“Oh, that's easy! I picked something when we were there before, I just didn't have the bits at the time. If I give you the money, you'll really get it for me?”

Twilight considered it for a moment. “I suppose it wouldn't hurt. What did you want?”

Rainbow Dash suddenly blushed and looked away. Twilight assumed she was having second thoughts, but to her surprise, Rainbow looked right into her face and blurted it out: “DynaCharge Thundercloud-Powered Lightning Rod.” The pegasus looked away again and rubbed one of her forelegs with the other as she quickly added, “Medium sized. I'll get you the bits next week.”

“I didn't think this sort of thing embarrassed you.” Twilight commented as Rainbow recomposed herself.

“It doesn't usually. It's just – I don't know. DynaCharge has a reputation for making toys for freaky ponies. There's nothing wrong with being kinda kinky, I'm just a little shy about my own fetish.”

“But I don't even know what it is.”

“Well, the toy, y'know… Lightning Rod? It shocks. I kinda started to get used to it, working with thunderheads. Eventually… I sorta… liked it.”

“Oh, well, I'm sure that isn't such a weird fetish. You don't need to feel embarrassed.”

“Yeah, I guess… At least I'm not buying plastic pussies to stick my fake dick in.”

“Ha-ha, that's hilarious. Get out from under my bed.”

“Wait, I was just teasing! Please let me hang out a while; just until Pinkie has to start getting ready for her party tonight?” Rainbow looked up at Twilight pleadingly from under the edge of the comforter.

*Sigh* “All right.”

The rest of the afternoon alternated between moments of peace and irritation as Rainbow Dash switched back and forth between browsing various adventure stories similar to the Daring Do series and complaining to Twilight about how boring it was being cooped up in a library. Reminding her that she had begged to be allowed to stay finally got her to settle down a little before dusk.

“I should just get going anyway. Pinkie's probably getting ready by now.”

Twilight checked the clock again and realized that she needed to get ready as well. She waved goodbye as Rainbow flew out the window, then headed upstairs to get ready.

“Alright, what do I need to do first…?” she began, trailing off as she remembered that she had forgotten to make a checklist of everything she needed to do to get ready. “Oh no! I've got to write a checklist right away!”

The next half hour was devoted to committing a sequence of activities necessary before she could leave for the party to paper, double-checking it, revising it, double-checking it again and finally glancing at the clock to asses how much time she had for each activity. Twelve minutes, Twilight! You need to leave in twelve minutes, or you'll be late! It's okay, I can do this, I have time!

Twilight hurried into the bathroom, and with her humble assortment of beautification products began to dress her hair the way Rarity had shown her. She had a separate checklist of steps to follow, and desperately wished that there were some corners she could cut. Rarity hadn't mentioned any such shortcuts and so Twilight decided to meticulously carry out each and every instruction to the letter. She was delighted when she finished and found she had somehow done in six minutes what took eleven the day before. Efficient! What's next?

To save time, Twilight used her magic to multitask: shining her hooves, applying her mascara, placing and adjusting her mask and slipping into her dress all at the same time. As she lifted her cape off the floor where she had absentmindedly left it that morning, she heard a dreadful tearing noise. She stopped dead – with makeup products and the chain accessory floating comically still in front of her face. After a moment, she bit her lip, stepped off of the cape and lifted it in front of her.

I can't possibly wear this now, it nearly tore in two! Rarity is going to kill me for destroying this cape. I don't have time to get a replacement; I'm going to just have to leave it and hope Rarity can fix it later.

Twilight just barely managed to finish getting ready on time, levitating the toy Rarity had provided into her purse just as the time she had decided to leave came. She checked her checklist one last time just to be sure; Spike was in bed, her hair was done, makeup applied, dress presentable (minus a cape), the personalized invitation Pinkie had supplied was on hoof and everything she thought she would need for her “encounter” with Rarity was in her purse. Twilight took a deep breath and stepped out into the cool night.

Author's Note

A teensy bit more sexiness, lots of adorkableness, and Rainbow Dash hiding under a bed. I'm even threatening to move the plot along. This may have been the most fun chapter of the first four to write.

Yes, chapter four is done. No, I'm holding off on uploading it. I will endeavor to upload once a week, occasionally missing that mark due to college, procrastination, and other (ponyless) writing projects. I am ~~digging a hole~~ making a promise not to take longer than two weeks between uploads.