During the party, it had gotten much colder outside. Twilight's and Rarity's breath visibly clung to the frigid air in front of them. They trotted quickly towards Rarity's home, pressed against one another more tightly than two ponies in a six-legged-race. Upon reaching the Carousel Boutique, and being let in once Rarity fished her keys from her bag, Twilight was disappointed to find it was hardly any warmer inside.

“W-w-why is it s-so cold?” she managed between chattering teeth as she set aside her purse and mask. “It shouldn't be this c-cold in Summer!”

“Well, I suppose the weather ponies could give you a good reason, but knowing why doesn't do a thing to make one more comfortable,” Rarity pointed out. “Come upstairs with me, I'm sure we can find some way to get warm.”

Twilight felt another pang of doubt, but her desire was stronger than her misgivings. She followed Rarity to the bedroom and began to speak, but Twilight had barely opened her mouth before Rarity pressed her lips to Twilight's and began exploring the alicorn's mouth with her tongue. Twilight was shocked but pleased, and began to swirl her own tongue around Rarity's, closed her eyes, leaned into the kiss and moaned quietly. After a long moment, Rarity broke the kiss and looked into Twilight's eyes with a familiar predatory passion.

“I can't wait another moment,” she said breathlessly, “I simply must have you.”

Rarity practically tore the hastily fashioned cape from Twilight's shoulders and began kissing and biting her exposed neck with fervid haste. She proceeded to tug at the sleeves of the dress with her hooves, while magically pulling on the train.

“Rarity!” Twilight gasped, “Y-you'll stretch it out.”

The unicorn pulled away just long enough to look Twilight in the eye and say, “Frankly, darling, I don't give a damn.” Just a moment later, Rarity had stripped Twilight bare and began pushing her towards the bed.

“Wait! At least let me help you out of your dress too.”

Rarity became more subdued as she allowed her friend to help her slip out of her own garment. For a long moment they stood there, cold forgotten, passionately kissing and stroking one another. Twilight shuddered suddenly, unable to tell if it was the cool air or excitement that caused her spasm, and drew back from her alabaster colored lover to climb into the bed. As she began to slip under the sheets, Rarity tugged playfully on her tail. Twilight adjusted her position to afford Rarity a better view.

“Mmm, we are ready, aren't we?”

“Whenever you are.”

Rarity laid on the bed beside Twilight with their faces by each others loins and nosed her way between the purple pony's thighs. She spread her legs as she began to lap at Twilight's pussy to let her friend know she was eager for the same. Twilight began methodically stimulating the fashionista, following the advice of a book written for inexperienced lovers, by spelling out phrases such as “I love you” with her tongue. It seemed to be working, since Rarity responded with little, contended noises and pressed her legs around Twilight's face. Before long, Rarity began to flick her tongue across Twilight's clit every few licks, and occasionally suckle on the sweet spot as well.

Twilight was finding it increasingly difficult to focus, and started copying Rarity's ministrations. She settled into a rhythm of sucking and licking, allowing her body to work mechanically as she lost herself in pleasure. She was jolted from her reverie when Rarity began to nibble on her clit and labia, creating far more intense feelings which bordered on pain.

Her head reared back involuntarily as she cried out, “AH, yes! O~h, Rarity!” Twilight wrapped her legs around Rarity's head and squeezed as she came. “Don't stop! UHN, CELESTIA'S SUN, that's good! Nuh, huh, aah...”

After a moment, Twilight's body relaxed and she let go of Rarity as she rolled onto her back. She breathed heavily, stared unseeing at the canopy above the bed, and relished in the warm tingly feelings rippling across her body. Rarity sat up and looked down at her blissed-out friend. “I hope you've got more energy than that, darling. I'm only getting started... speaking of,” Rarity laid back against her pillows and spread her hind legs again, “you won't leave me so close, will you?”

Twilight lifted her still swimming head and crawled over to her lover. She began slowly lapping at Rarity's sex, taking the time to appreciate her scent and taste. Once her head cleared, Twilight pressed her tongue into Rarity and began swirling it around, running the tip of her tongue along the ridges of Rarity's inner walls. As Rarity was being eaten out, she moaned and unconsciously worked her hips, pressing her wet cunny into Twilight's mouth. “More... please, dear, I need a little more,” she gasped. Intent on bringing Rarity to climax, Twilight channeled her magic and began telekinetically pinching and tugging on her friend's clit, eliciting more emphatic cries.

“A~h, Twilight. Oh, oh, mmn, OH YES! Yes, Twilight! Just a bit more... Hah-aha, oh... More. Harder. YES! Just like that! Use your teeth! NO! Keep using your magic too! Fill me up with your magic and bite me at once! OH, YES! DON'T STOP, DON'T- AH! AH! Mm-hm-hm. Mn...” Rarity bit her lip and twitched intermittently as waves of pleasure coursed through her.

Twilight laid beside Rarity as she settled down and cuddled her. “I guess I did alright, huh?”

“Better than alright,” Rarity cooed. “Don't be modest, darling. Now...” Rarity's eyes flashed with aggressive passion once again. “How about the main event?”

Twilight's heart beat harder in her chest as she asked, “Do you mean the, er, toy?”

“Mm-hm. I'm eager to see the look on your face as I milk you dry.”

That particular comment sent a thrilling rush through Twilight, but it sparked her curiosity as well. This would be her first chance to really ask about the toy. “I've been wondering how it does that.”

Rarity chuckled for a moment before responding. “Darling, does that really matter right now?”

“Well... I'd really like to know. I mean, wondering about it is kind of distracting.”

Seeing the look of burning curiosity in Twilight's eyes, Rarity relented. “I'm afraid I don't know all the ins and outs. I asked for the most realistic experience possible for both parties and was assured that the result would be virtually indistinguishable from the real thing. I admit, I asked for some particulars myself, but Play Date wasn't terribly forthcoming.”

“She sold it to you, but wouldn't tell you how it worked?”

“She made it on commission.”

Wait, Twilight thought, I could have sworn Play Date was an Earth pony. How can she have made this? “How did she put together the spells that make the toy work? She isn't a unicorn.”

“I haven't the faintest. Now then,” Rarity lowered her voice to a sultry purr, and looked seductively into the naïve unicorn's eyes as she invited further intimacy, “shall we?”

I guess it's not important. Twilight pushed her lingering questions to the back of her mind, and quickly retrieved the toy. She brought the box back to the bedroom and emptied the contents onto the nightstand.

“Mmm, you've gotten quite a lot of use out of it already?”

“Huh? N-no? Just the one time, when I first got it.”

“Really?” Rarity levitated the plastic pussy in between them and waggled it back and forth slightly as she teased, “What's this then? I can only assume you acquired it from the adult boutique I sent you to a few days ago. Have you not made use of it? Practiced for tonight, perhaps?”

Twilight's face was red instantly; her wings fanned out defensively. “No! I-I haven't used that yet! I mean, I haven't really even had time. When you sent me to the sex shop I thought you wanted me to get something to go with the toy you gave me so, you know.”

Rarity smiled knowingly and gave Twilight a look that said You don't have to explain. “Hmm, that may be for the best anyway. There's no point practicing without feedback.” She set the toy down and turned away from the flustered alicorn, wiggling her hips off the side of the bed as she said: “You'll be getting a lot from me, so don't worry.”

Twilight stared at Rarity's ass and legs, stretched taut as she half stood, half laid with her back-hooves spread wide on the floor beside the bed. I see her and countless other mares walking around with their backsides on display every day, but I have never been more turned on in my life. What is Rarity doing to me?

The pale unicorn lifted her tail and swayed it from side to side above her plump buttocks and playfully, impatiently whined, “Twi~light, I'm ready. Won't you fill me up and rut me?”

Twilight was dumbstruck by Rarity's brazen display. Since she had first used the hyper-realistic strap-on, there had been times when she felt a nagging in the back of her mind, like a mental itch. Now that feeling had grown to such an intensity that she couldn't think of anything besides the urgent need pounding in her skull. She used her magic to slide the toy into its place and fasten it there, triggering the pseudo-transformation that would allow her to fully appreciate being enveloped within her friend's body.

Twilight half hopped up on the bed and placed her hooves on either side of Rarity, who instinctively pulled her tail to one side once she sensed Twilight mounting her. Twilight inched forward awkwardly until she felt the tip of her cock press against Rarity's warm, wet mound. Then, she felt the gentle tug of Rarity's magic positioning her at the opening. Twilight hunched forward, gripped Rarity's flanks with her hooves, and thrust. The hot, soaking wet tightness of her lover's loins was incredible; every inch of her dick felt as though it were melting into Rarity's hips, being molded into the shape of her tender passage. She was only dimly aware of Rarity's response to her sudden penetration.

“AH! Oh, treating me roughly, hm? Give it to me, Twilight, don't hold back.”

Twilight pulled her hips back and thrust again, driving about half of her length back into Rarity. The sound of their hips smacking together was vulgar and erotic and the feeling of wetness matting her coat around her crotch and slowly trickling down her thighs was filthy and sensual. She roughly pumped in and out several more times, her hips unguided by thought or conscious effort. She heard her mate cry out and moan, and felt the hips under her press back to meet her. She began biting Rarity's neck, nibbling and sucking. After a moment, they started to find a rhythm. Then their hips synchronized and the two ponies started coming together with more forceful and fluid motion.

Twilight couldn't concentrate on anything but the cyclic motion; all thought was blotted out by the minute, moment-to-moment sensations that dominated her mind. The feeling of Rarity squeezing her as she pulls back, in time with Rarity moving away from her. The delicate sensation of Rarity's pussy lips parting around the flared tip of her prick as she briefly pulls out entirely. Now she leans in, thrusting forward as Rarity pushes back, stimulating the entire length of her shaft. They come together and her abdomen claps against Rarity's ass. Her balls swing forward, brushing lightly against Rarity's thighs, teasing them both. The base of her cock feels so warm and wet for the moment, before returning to the cold air. For a moment neither moves, Rarity twitches inside and Twilight throbs, then they pull apart again. These sensations, along with their continuous, indistinguishable, unintelligible vocalisations and the taste and smell of Rarity's sweat, are the extent of Twilight's world for an unknowable length of time.

The trance-like state Twilight had slipped into was broken when Rarity suddenly arched her back against Twilight and screamed in ecstasy. Twilight's magic member was gripped tightly as Rarity's orgasm caused her to squeeze it rapidly. The fashionista furiously ground her ass against Twilight's abdomen and wound her tail around Twilight's to hold her deep inside. After a full minute of gasping and wordlessly crying out, Rarity finally collapsed onto the bed. Twilight leaned over her once more, eager to finish as well.

Before she had even begun thrusting again, Rarity began to whimper, “N-no, no please, Twilight, I'm much too sensitive. I-I can't take it.”

“Oh, Rarity, I'm so close! Just a little more?” Twilight plead in a voice that she didn't even recognize as her own for how husky it was.

“Ah, I don't think I can... Here, p-pull out and lay down. I'll help you finish an-another way.”

The sheer effort it required to separate herself from her lover was far more taxing on Twilight than the strain of their prior love-making. She felt cold and dissatisfied as she stepped back awkwardly and dripped steadily on the floor. She lay, exhausted, beside Rarity and splayed her legs. “Should I, um, I want to keep using the toy. Is that-?”

“Of course,” Rarity purred as she sidled over to the panting, purple pony. “Just tell me what you want.”

“Um, well, maybe you could use your, uh, mouth?” Twilight said with hesitant need.

“Mmn.” Rarity hummed lustily and licked her lips. She sniffed the tip, inhaling their combined scent deeply, and then opened her mouth wide and began panting on the wet stallionhood. Her breath tickled warmly and rekindled Twilight's diminished excitement.

“Unf, yeah. More.”

“More what? Tell me.”

“Would you... suck on it?” she sheepishly asked.

Rarity parted her lips again, swirled her tongue around the tip once and took it into her mouth making a soft, wet sound as her lips formed a seal. Her cheeks pulled inward as she sucked hard on the head. Still sucking, she pulled her mouth off of Twilight's silicone dick with an audible pop. “Like that?”

“Hah, y-yeah. That's good.”

Rarity proceeded to suck the head into her mouth before pulling off of it again, making lewd noises again as she did so. “Mmf,” she hummed as she took the tip again and quickly popped off once more, “you're certainly easy to please.”

“Stop teasing.” Twilight complained.

*shlup-pop* “I thought this-” *slurp-pop* “-was what you wanted?” *shlip-pop* “What do you want?”

Twilight bit her lip and started kicking at the air; Rarity's teasing was terribly good and frustrating at the same time. “Nnn! I want you suck more of it. Suck on the shaft!”

Rarity cocked her head one way and used her hoof to tilt Twilight's cock the other. She proceeded to press her lips against the underside of the shaft, just below the head, and sucked on the sweet spot there. Twilight groaned in appreciation as Rarity worked her way down the underside of the shaft, pausing to suck at the base of the cock before starting back up. Once she reached the tip again, she asked, “Better?”

“Sort of,” Twilight managed between deep, ragged breaths.

“Tell me what you want, darling. Be explicit.”

“O~h, I want you to suck the whole thing. Take it – take it down your throat!”

Rarity chuckled, “There we go. Don't be shy about sharing your desires with me, darling.” Rarity wrapped her lips around the head of the synthetic cock and swirled her tongue around the flared ridge, then slowly pistoned her head up and down, licking the sweet spot below the tip as she eased more and more of the shaft into her mouth. Just as Rarity took Twilight's cockhead into her throat, she began to make a muffled moan that rumbled from up her throat from her diaphragm. She started swallowing on the thick, sensitive pseudo-flesh and inched Twilight further down each time she thrust her head forward.

Twilight screwed her eyes shut and tensed up. She felt a pressure building within as Rarity brought her back towards the edge she had backed away from just a minute before. Her head swam and her body felt hot; she let out low, trembling groans and her hips bucked fitfully. “Oh! Rarity, I'm almost – I just need something! Go deep and hold it! Yes, yes, yes! Play with my balls, squeeze them. OOH! OH, YES! *GASP* Hah-AH-AH! *GASP* AHN!” Pleasure shot through her body, numbing her legs and stealing her breath. She felt herself shooting down Rarity's throat and pressed her hooves into her friend's well-coiffed mane, holding her head down on her cock.

After a moment, she collapsed onto her back, wheezing and light-headed. She felt Rarity rise off of her, keeping suction on the strap-on until she reached the tip and carefully closed her lips around it. Twilight watched as her friend-with-benefits swallowed the rest and cleared her throat before laying down beside her.

“I'm sorry,” Twilight said as she cast the trigger spell to deactivate the toy. “I, uh, didn't mean to push you like that, it just sort of... I wasn't really-”

“Thinking at that point. I know. It's alright, you're certainly not the least gentle lover I've ever had.”

“I can't believe we just did that. I mean, I asked you to... do things that I never imagined I'd ever ask for. Mainly because I don't normally have the right, ah, equipment for it.”

Rarity just smiled for a moment. “Not to worry. Embarrassment is normal when trying new things, just so long as you don't let it stop you from having a good time.”

Twilight laid still for a bit longer before Rarity suggested that they clean up before bed. The two mares showered together, helping each other clean while also fondling, nipping and leering at each others' bodies. They returned to the bed, but before Twilight could get in, Rarity insisted on changing the linens. (“It's wet! We'll be much more comfortable with fresh sheets and comforters.”) While waiting, Twilight became very cold and tired, shivering and nodding off in a chair nearby. Finally, Rarity was satisfied with the state of the bed, and the two of them settled in and cuddled.

“Oh! Your hooves are like ice, darling! I'm sorry to keep you waiting on such a cold night.”

“It's fine. You're... very warm.”

“Twilight?”

*yawn* “Yeah?”

“There's something I must discuss with you before tomorrow, I had meant to bring it up before, but I kept putting it off or simply forgetting. You see, in order to help protect you I plan on having our memberships with the Club changed to indicate a relationship between us that will make it difficult for the Club Elite, or indeed anypony, to attempt to catch you alone at a Club function without me by your side.”

“OK, that's fine.”

“Well, it's just that... ” Rarity hesitated. “Twilight, I don't want to upset you or, Celestia forbid, scare you off. However, I can't continue springing things on you, especially not about our intimacy. I'm a very dominate lover, and I want to know if you're open to some very demanding sexual kinks and allowing your privileges as a Club member to be limited as a result of being documented as my, heh, my sub.”

Twilight thought back to when Rarity had first brought her to climax, just the other day. She had said, 'the princess will kneel before her queen.' What exactly did she mean? “Rarity, what is it you want from me?”

Rarity fidgeted as she tried to find the right words. “I want you to let me control your pleasure and demand specific sexual favors from you. I...” she looked directly into Twilight's eyes, and said in an earnest, passionate voice. “I want to restrain you during sex. I want you to call me things like Mistress or Your Highness when we're intimate.” Her voice dropped and sounded very strained with longing, “Mainly, I just want to feel powerful while we're together in private.”

This is intense, can I do this for her? Do I want to? Twilight discretely touched herself and her hoof came away soaking. OK, so I like the idea, but is actually doing it going to work for me? I guess there's just one way to find out. “I'm willing to try,” Twilight told Rarity.

The next morning, Twilight woke to the sound of birds singing and the light of dawn streaming through the windows. Rarity was still asleep, her face obscured by the pink sleep mask she always wore to bed. Twilight thought about sleeping in, but remembered that she and Rarity had an appointment to keep. She rolled towards her finicky friend and lover and gently nuzzled her neck.

“Mhn, hunh?”

“Good morning, Rarity.”

“Oh, Twilight. *yawn* You're an early riser, I see.” She lifted her mask over her horn with her magic. “Well, now I see.”

Twilight couldn't help giggling at the joke. “I can hardly believe everything that happened last night. The politics, the secrets, the sex and Pinkie's party was-” Twilight finally made that connection and shot straight up in bed. OH MY CELESTIA. Rainbow Dash, was right! Pinkie Pie did hog tie her, gift wrap her and use her as a ponyata!

“My dear, whatever's wrong?”

“I need to check on Rainbow Dash right away!”

“We haven't got time. Play Date opens for business early every morning. She's expecting us.”

“But I need to make sure she's OK!”

Rarity shook her head softly, and asked in a soothing voice, “Twilight, what could possibly be wrong with Rainbow Dash?”

Oh no, Rarity doesn't have any idea what Pinkie did! Twilight wracked her brain, trying to come up with an explanation that wouldn't get Pinkie in trouble. After all, Twilight didn't know for sure if that was Rainbow in the buck harness. What can I say without getting them in trouble? I've got to say something... Would Rarity be upset with Pinkie over a slip up like this? “Well, it kind of started at the sex shop the day I signed up for the Club...”

Author's Note

Hey everybody! I could use some feedback, if anyone feels like leaving some comments.

First thing: I'm planning having the next installment be from Rainbow Dash's perspective. This story is primarily focused on Twi and Rare, but with an ongoing side story about RD and Pinkie. The parts with Dash and Pinkie will be fewer and farther between as well as more light-hearted since they aren't dealing with any antagonists. So, my question is: Should the segments about Rainbow and Pinkie be fully-fledged chapters, or interludes?

Second thing: I need criticism! Preferably of the constructive variety! Just point out technical errors, inconsistencies in style, and anywhere you notice continuity errors. Also, let me know if you think I'm taking too many liberties with the characters.

Thanks a bunch for reading and helping me be a better writer!