Bechdel's Law

Co-written with Steel Resolve
Commissioned artwork by tt-n, Spittfire, and 7nights
Many thanks to Starfall, SFC Ponycron and DirigibleQuixote for all the help with this one!
Before you scroll down, please note: images are slightly NSFW.

It was a dark and stormy night.

In the Ponyville library, however, the midnight oil was still burning brightly. The atmosphere in the sparsely lit room had changed drastically; what had begun as a simple, slightly hostile slumber party had turned into something far more intimate. Enduring both Luna’s darkness and the storm that had brought them together, Applejack, Twilight Sparkle and Rarity were still whiling away the sleepless night by exchanging stories. Very personal stories.

Twilight had gone first, using her magic to bring to life the memory of her very first time. With a Wonderbolt, of all ponies - who had since become the heartthrob of entire hordes of swooning fillies.

It was a tough act to follow. The loquacious lavender unicorn's recollection had been particularly vivid and explicit. She had set the bar pretty high and the other would-be storytellers were feeling the pressure. They didn't want to be overshadowed as they had been when telling silly ghost-stories.

Twilight had grown quiet after recounting her secret get-togethers with Soarin', dwelling on bittersweet thoughts of yesteryear. Rarity and Applejack more than made up for her missing voice, however. Their familiar bickering kept awkward silence from creeping in. The air needed a little clearing; it was still hot from the glow of countless blushes, and thick with female pheromones.

"So the question remains: who ought to go next?" Rarity asked for the second time, looking meaningfully at Applejack.

“Sounds like y'all’re raring to go first, Rare,” Applejack said with a grin. Although she was joking, and actually wouldn't mind just getting it over with, Applejack had to admit: she was rather curious to hear what kind of sordid tale a prissy pony like Rarity would deign to share with them.

“I know you prefer not to be wasteful with words, Applejack,” Rarity said sweetly, ”but would you please do me the courtesy of using my proper name? It’s only three small syllables, surely you can manage that.”

“And if I don’t?” Applejack’s grin widened. She was actually beginning to enjoy the verbal sparring.

“Then to me, you shall henceforth be known as Jackie,” Rarity threatened with a coy little smirk.

Applejack gasped. "Y’all wouldn’t.”

From her grim expression, it was clear that Rarity meant business. "Just watch me.”

“Only ever been one pony could call me that,” Applejack said, her eyes narrowing, “and live to tell the tale.”

“Oh?” Twilight piped in. She had wisely stayed out of the quarrel, but that tiny bit of foreshadowing intrigued her. "And who would that be, A.J.?”

“Well, might as well tell ya, if Rare--" Applejack paused for effect, "--ity here ain’t gonna spill the beans."

“A lady doesn’t kiss and tell.” Rarity turned her nose up haughtily and sniffed.

“C’mon now - y’all gonna play the lady card all a-sudden?” Applejack said, scowling. ”Weren’t so prim and proper when Twi here was doing the telling.”

“Well,” Rarity stammered, suddenly looking rather flustered, ”under the understanding that this is to be kept in the strictest confidence: I have had a few moments in my day. Please do not mistake me for a loose mare but... I am also no prude. If a pony attracts me - colt or mare - I act on that attraction. As such, I have shared my bed with a number of lovers.”

“Just your bed?” Applejack said provocatively. "Kinda boring, don’tcha think?”

“Hmph. Well, if you must know, my activities have not necessarily been limited to my bedroom.” There was the slightest hint of a self-conscious blush on the white unicorn’s cheeks, despite her boastful attitude. "There was the escapade in the changing stall, and the quick outburst of passion on the table... Not to mention the shenanigans I have gotten up to in various locations in the local spa.”

“Pfft. I’ll take the wild outdoors over your cramped lil’ love nests any day.” Applejack said dismissively. "Makin' out in the orchards, in the dappled light ‘neath the apple trees. Then ruttin' like there's no tomorrow in a tall field of corn, a-swayin’ and a-rustlin’ in the wind; nopony caring how loud you holler. Or sneakin' out to the quietest glades of the forest, where the soft, wet grass tickles your tummy and there's only the sounds of birds to distract ya.”

Rarity raised a brow. "Well. That was... surprisingly poetic."

There was a sudden lull in the one-upmareship. Both Rarity and Applejack’s eyes turned expectantly to Twilight, eagerly awaiting her input.

“Huh? Oh, wait, you want me to...?” Twilight looked startled; she had gotten into the habit of just zoning out a little whenever the two rivals found something else to squabble over. "Erm, at--at the top of a tree?”

“Well, that’s kinda different, I suppose, but--” Applejack began, waving a hoof.

Twilight wasn’t quite done yet, however.

“Let’s see; there was also the troposphere, and then, a bit later, the stratosphere,” she enumerated, ticking the lofty locations off on all two of her hooves. "We tried to go for the mesosphere, but the scarves, mittens and socks kind of got in the way.” She shook her head and giggled, recalling another salient detail. ”In fact, it was so cold that little Soarin’ was having a bit of trouble.” She didn’t realize what she was so casually divulging until it was already too late. "Waaait. Scratch that last bit.”

“No prob, Twi,” Applejack said, barely keeping from cracking up, despite being impressed with the suddenly sheepish unicorn’s high-flying adventures. "Poor lil’ Soarin’,” she lamented sotto voce, making their already red-faced host cringe in an extremely satisfying way.

“As I was saying, however,” Rarity said, “before I was so rudely interrupted with trivialities - the trouble is that I am not sure any of my stories could begin to rival the tale of sheer passion we have just witnessed from our esteemed host here. Rarely have I ever been so moved in my own love life.”

Applejack waded effortlessly through the morass of eloquence the unicorn was using to stall for time. "So y’all’re saying there was somepony managed that. C’mon now, ‘fess up!”

Rarity was being verbally backed into a corner, the irises in her anxious eyes narrowing to tiny points. "I-I never said that!”

“Y’all said you’ve rarely been moved that much,” the perceptive farm pony pointed out. "Rarely don’t mean ‘never’ where I’m from.”

“Is it about somepony we know?” Twilight added shrewdly. Rarity’s evasive answers puzzled her, particularly because there was every indication that the self-admittedly promiscuous pony was actually eager to regale them with a memorable chapter of her no-doubt-turbulent sex life. After careful consideration, this seemed, to her, to be the only rational explanation for Rarity’s reluctance to confide in them.

“Um, it is,” Fluttershy confirmed softly, saving Rarity the trouble of vehemently protesting.

“Yeah, I thought so,” Twilight said with a gentle nod. "Rarity was probably just trying to respect her partner’s privacy. Thanks, Flut--”

Silence.

Twilight blinked at Fluttershy.

Fluttershy blinked back, and smiled politely.

“Wait, what?”

“Ah!” Fluttershy eeped, realizing she was supposed to be be in the corner, behind the large desk, covering her ears and pretending she wasn’t there.

“I’m so very sorry for intruding,” she said guiltily, cowering slightly, her ears drooping as she frantically tried to explain her uninvited presence. "Um... I was supposed to help set up the downpour with all the other pegasus ponies, but I wasn’t much help. So they s-sent me home. But then this awful thunderstorm started and I knew I had to find shelter! Lightning is dangerous, you know. So I knocked, and I yelled. Like this: pleeeease let me in? Really loud. But there was no answer! So I was going to see if maybe Pinkie was home, but then there was this awful clap of thunder, and I sort of, um, accidentally found out that your door wasn’t locked...”

“So, uh,” Twilight asked breezily, casually running a hoof through her slightly messy mane and generally trying not to pay attention to the sinking feeling in the pit of her stomach. "You’ve been here this whole time then, huh?”

“S-sorry,” was Fluttershy’s predictable, knee-jerk answer. "I didn’t mean to eavesdrop, but I knew I wasn’t supposed to be in here. And you seemed to be in the middle of, um, something.” Her yellow cheeks flushed heavily as she recalled some of the somethings that she had overheard Twilight being in the middle of. ”So I was kind of just hoping you girls wouldn’t notice me. I could’ve just snuck out after the storm had blown over and then just pretended that nothing ever happened. I’m sort of the champ at that, you know...”

Embarrassed as she was, Twilight realized that things could have been a lot worse. It could have been Pinkie who had overheard the detailed account of her sexual misadventures. In which case she would have had to move. Preferably to the moon. "It’s alright Fluttershy,” she said reassuringly, “I know you won’t go around telling everypony about my, erm... relations... with Soarin’.”

“Oh, no, I wouldn’t do that. I c-couldn’t...” Fluttershy shook her head frantically, her pink mane dancing. The mere prospect of going out and talking to any number of unfamiliar faces made her want to go back behind the desk.

Feeling compelled to comfort her ever-jittery friend, Twilight told her, “I trust you. You can stay if you like. Although I have to ask: Rarity was just about to tell us a story that's likely to be just as, erm, explicit as mine was. Are you comfortable with that?” It was with a heavy heart that the first-time-ever-slumber-party-organizer added: “If not, I suppose we could just all go to sleep...”

“Hold up, hold up!” Applejack butted in. "Seem to be missing the point here, Twi! Shy, how come y’all knew what Rarity was on about?” She fixed her keen eyes on the fidgeting sky-filly, studying her intently. In truth, she had already guessed the answer, and could find nothing in Fluttershy’s expression to contradict her suspicions. She let out a laugh. "Well I’ll be darned. You two bumped uglies?”

Fluttershy blinked at that curious question. "I-I beg your pardon?”

“Did you two, y’know, go for a roll in the hay?”

“We--we weren’t that hungry?”

"No! I mean, did any filly-foolin' go down?"

"W-why would we want to fool poor, innocent fillies? That would be kind of mean, Applejack."

“Oh, for cryin’ out--Look, all I wanna know is, did y’all have sex?”

“Oh! Well, um, yes,” Fluttershy admitted, bashfully twirling a lock of her mane around the tip of her hoof. She beamed fondly at Rarity, lowering her head with an enigmatic smile. "It was nice.”

“So... you were the special pony she was referring to?” an increasingly bewildered Twilight demanded.

“Uh-huh.” Despite the fact that half of her visage was hiding behind those large, pink bangs again, Fluttershy looked oddly proud of herself, rather than ashamed or fretful.

“Oh, this oughta be good,” Applejack said, getting a little more comfortable. "C’mon, let’s hear it! Bit of mare-on-mare lovin’ ain’t against the rules, is it, Twi?”

Twilight frowned and quickly referred to the guide. "Hm. Here we go. It encourages the frank discussion of ‘colts and mating.’ I suppose we could be flexible and categorize this story as having to do with the latter?”

“Yeah, what she said. We ain’t nothing if not flexible.” Applejack regarded Rarity curiously and expectantly, making the reasonably safe assumption that the unicorn would be the one to do the honors.

“Just a moment, if you don’t mind.” Concerned and unsure still, Rarity turned to the mare next to her and whispered softly, just barely loud enough for the others to hear. "Darling, are you going to be alright with this? Our time together may remain private, if you wish. I do not want to embarrass you in any way. This is, after all, as much your story as it is mine.”

“I-It’s okay...”

“I can tell that you are reluctant, my dear. That is perfectly understandable; you have every right to feel ashamed. Twilight, I believe we shall simply have to call the whole thing off and--”

Fluttershy's eyes blazed indignantly. The slumping pony drew herself up to her full height, instinctively spreading her wings to make herself seem bigger. For a moment, the Fluttershy who had stared down a dragon emerged. She seemed disappointed in the unicorn. "I am not a foal anymore, Rarity! And I would never be ashamed of being associated with you in any way. Don’t you dare imply that it wasn’t the most wonderful, the most...” She froze mid-sentence, shrinking like a violet. ”Oh... I'm sorry. I mean, um, really, I'll be fine."

Applejack grinned in approval. "Y’all heard the mare.”

Rarity flushed; she should have known better. They had discussed this possibility, well-aware that it was impossible to keep secrets from their tight-knit little group for long. They had been planning to tell their Element confidants - just not in this setting, and not this soon. It was all so premature. So... raw. "Well... With that out of the way - I had a notion: I could simply tell you, but why not show you instead?”

“That sounds oddly familiar,” Twilight noted with an amused smile. "But what spell would you use?”

”Quite.” Rarity smiled. ”Deja vu, perhaps? As for the spell, I am reasonably skilled with illusionary magic, Twilight. Of course, I do not possess your magical prowess, but do I believe I should be able to manage something similar in effect.

“You see, I have spent a good portion of my life looking in mirrors, particularly given my line of work. Call it vanity if you will, but when I was young and insecure about my still-burgeoning beauty, I spent many fruitless hours trying to use my magic to alter my reflection, attempting to correct certain, ahem, annoying small blemishes and flaws. It was a pointless endeavour, of course. As Twilight here can probably confirm, mirrors cannot be made to lie."

"That's right!" Twilight said enthusiastically. She seemed both intrigued by and familiar with the concept. "Mirrors are said to be extremely receptive to magical enchantments, but only very specific kinds. They don't just reflect things, you see, but actively capture an image of the world around them! Everything they mirror, they ‘remember’ - right down to the last detail. And they're all linked somehow. It's like there's an alternate dimension within them which absorbs not just light, but also vibrations like sound!

"Starswirl the Bearded, for example, supposedly had a mirror that allowed him to see any place in Equestria, and anything happening within its borders. Anything he wanted!” Twilight grew breathlessly excited as she described this unparalleled magical feat. Although historical accuracy compelled her to reluctantly add, “There are also stories implying that he used it mostly to secretly spy on mares in their underwear, unfortunately..."

“Oh my, how inappropriate,” Fluttershy giggled.

"Ahem. Thank you, Twilight dear, I believe we all get the picture," Rarity cut off the rambling unicorn, who was already taking another deep breath. "So... through my vain attempts at self-improvement, quite by accident, I learned how to tap into these recorded reflections. With your help, I would like to craft a spell that shows you what happened that night. I simply need a focus - any mirror of decent size should be fine. Do you have anything full-body in length on hoof, Twilight dear?"

Twilight mulled over the requirements for a moment, going through the incantations needed and sifting through a full inventory of the library, all inside her head. The mirror itself actually posed a bit of a problem - the busy mare wasn’t one to waste time on pointless preening, herself. But she did happen to know a certain, slightly narcissistic baby dragon who did like to indulge in a bit of macho posing and muscle-flexing when he thought she wasn’t looking. "I believe Spike has one we could use. It should be upstairs. Why don’t you girls head on up to the bedroom; I’ll go get it, and bring it there.”

Everypony went upstairs, making themselves comfortable on the two beds in Twilight’s room. Rarity and Fluttershy cuddled together on one while Applejack took her place on the other, looking just slightly forlorn all of a sudden. She looked at the two affectionate fillies without wanting to appear to be looking, a deception she pulled off about as well as one would expect from Honesty incarnate.

Rarity looked guiltily at the farm pony. “Applejack, come here darling. We didn’t mean to exclude you. We can all fit.”

“Fine over here,” Applejack said brusquely, albeit with a grateful smile.

It wasn’t long before Twilight returned, floating mirror in tow. "I’ve already cast some preparatory enchantments on it for you, Rarity; it should be ready to be paired with the mirrors of your choosing. Then you can draw out the past light cones of events recorded in those mirrors’ depths. Just try to, erm, you know, limit yourself to using it as a looking glass, rather than, say, an interdimensional portal into the mirrorverse...” She shuddered inexplicably. "That would be bad.”

Applejack raised an anxious hoof. "Yeah, uh, lil’ fuzzy on the whole good/bad thing over here. What d’ya mean, ‘bad’?” But her concerns were largely ignored by the unicorns, who were far too preoccupied with setting things up.

Rarity merely nodded at Twilight’s dire warning. "Noted. Now, this is a bit complex. Please wait just a moment.” She focused her magic at the very tip of her pearly horn, the speck of brilliant light that shone there quickly growing too bright to bear looking at for long. Leaning forward, the unicorn touched the mirror with that miniature white hole, causing the silvered glass to ripple as if she had dipped her horn into a clear pool of water. Before long, a scene other than the darkened room around her began to emerge. "This shall be the view of a mirrored wall within the spa; our story started there.”

Applejack still wasn’t too keen on the whole magic thing - especially after Twilight’s disturbing safety tip. The idea of solid mirrors rippling and showing images other than the plain, honest reflections they ought to be showing offended her sensibilities somehow. "So, uh, if I got any of that load o’whooey you were spoutin’ earlier, mirrors remember stuff? And we’re gonna see all of that through this one here?”

“Yes,” Twilight responded simply. She beamed happily and eagerly rubbed her hooves together. "Isn't it exciting?"

"Convenient, more like." Applejack shook her head in disbelief. "Sometimes wonder if there ain't nothin' y'all can't do with them fancy horns."

Twilight rolled her eyes. "Oh, just shut up and enjoy the show."

"Sssh, it's starting," Fluttershy whispered.

Applejack squinted, looking warily into the mirror, semi-prepared for whatever kind of unspeakable abomination or evil doppelganger might leap out. Once the blurry scene shifted into focus, however, her uneasiness faded quickly.

There stood Fluttershy, adorable as always, contemplating her hooves. It didn’t get any more non-threatening than that. Her pink mane was wet and shiny, and miniscule droplets of both external moisture and her own sweat glistened on her face and neck. The air around her was a foggy white, thick with steam, which fogged up the one-way window the mares in the library were gazing through.

The mare in the mirror seemed to be looking out at them, but of course she was really just studying her reflection. Flutershy’s expression was hard to interpret; her large eyes seemed to disapprove of what they were seeing, even though - as everypony present would agree - she looked absolutely stunning. Her pale yellow coat looked particularly lustrous in the damp sauna air; her mane, even when wet, framed her blushing face beautifully. But she didn’t seem to be seeing any of these things - the introverted pegasus was looking deeper, seeing through the pretty facade and eventually averting her eyes in disgust.

“I... I used to think, ‘I may be a terrible flier now, but things will change; I won’t always be a clumsy, awkward little filly. I’ll grow stronger, you’ll see! I’ll practise real hard, and the day will come when I can finally spread my wings and be free’.’” Fluttershy spoke softly, apparently addressing some other pony in the room with her. Or perhaps she was simply talking to herself.

As if to illustrate, the pegasus unfolded and spread her slender, fragile-looking wings. Even the sight of her relatively impressive wingspan, compared to other pegasi, brought her only small comfort.

Closing her eyes, smothering some nascent tears, Fluttershy found it impossible to keep the complex set of delicate muscles that shaped her face in check. They trembled with the strain of maintaining a neutral expression. She didn’t want to cry. Not again. "I practised. I practised so hard. I t-trained with Rainbow Dash every day. But I didn’t get that much stronger - I was still the same fledgeling; the same l-loser...”

Carefully, the dark, tightly held lines that hid her eyes relaxed a little, allowing some hidden blue to shine through. Flutteshy’s tears had vanished, and her voice grew steadier, almost mechanical. Somehow, that cold, defeatist calmness and quiet resignation was far worse than the helpless tears.

“I think I loved her once, you know,” Fluttershy said flatly, flashing a wan smile at where her mirror image would normally be. "Rainbow Dash. She was always so strong, so cool and confident. So... not me. I always looked up to and admired her. I still do, in fact. But even though we’ve been friends for so long, I never told her. I never said a thing...”

“Lucky Rainbow ain't here,” Applejack said, ”First we find out Twi's taken her dreamcolt Soarin’ out for a ride, now this." Then something suddenly dawned on her, and she turned around. Her dark-adjusted eyes lingered on Fluttershy for a moment, before making a sweep of their shadowy surroundings. "Because if Rainbow Dash was here, and weren't sayin' nothing for some reason, I might have to buck her blue butt straight out the window later!” she announced loudly to the library at large.

She waited, glaring.

Nothing.

Twilight irritably flicked her ears, a bit baffled by the other mare's strange and inappropriate behavior. "Sheesh. Simmer down, Applejack! Can't you see Fluttershy's upset?" Turning back to the pegasus, she pulled her into a brief, tight hug. She didn't have to say anything. If anypony understood social awkwardness and loneliness, it was Twilight.

Reaching out from the other side of the mirror, Fluttershy pressed an unsteady hoof to the cool, damp surface, and swept away a swath of condensation with a dismissive gesture, drawing a transparent slash across her reflected visage.

The melancholy mare’s tone grew slightly more bitter, now, though the anger was directed solely at herself. "It was always like that. I’ve had quite a few crushes, over the years, and some of them didn’t even know I existed.” Her eyes drifted off, looking askance at something beyond the frame of the mirror. ”I always wanted them to realize how I felt, to hear what I wanted to say, but couldn’t.” She hung her head, her ears folded nearly flat against her skull, and sat down on her haunches. ”I just wanted them to... notice me.

“I’m just too weak, Rarity,” Fluttershy said, finally revealing who her monologue was directed to. The pegasus glanced at her reflection once more. She saw herself sitting there: hopelessly shy and, in her eyes, unalluring. ”Mirrors don’t lie...” she said quietly.

Rarity came into view, walking towards the mirror and stopping to stand beside her saddened friend. She shook her head ruefully; this simply would not do. She embraced the tearful mare fondly. "Darling, just stop. You’ve got your head all wrapped up in nonsense. Look at your flank - those butterflies are not speedy fliers. They are graceful, beautiful creatures, yet they were strong enough to catch you when you fell to earth, were they not? Strength is about more than speed, or skill. You do not think that I occasionally look upon Twilight and wish my talent had been magic? What I have, I use skillfully. I have taught myself grace. I use control where I lack raw power. You cannot look upon a pony like Rainbow Dash and expect to be just like her, any more than Rainbow can ever expect to be as kind and loving as you are.”

Although she nodded gratefully, leaning into the hug, Fluttershy still looked upset. She glanced up, her pleading eyes meeting with Rarity’s before hastily looking away again. It seemed like she was trying to find the courage to say something, a pressing but difficult question simply burning on her unwilling lips. "I just... I don’t want to hide anymore, Rarity. I want somepony to notice me. Please, can you help me?”

Rarity reached out with both forelegs and gently turned Fluttershy to face her. She held those winged shoulders and pushed back the other mare’s bangs a bit, trying to get the shy, evasive pony to look her in the eyes for a moment. Fluttershy always seemed to use that mane of hers as a shield, as if she could hide from her own emotions by not looking at the world. I gaze at her sometimes, and wish... but no. She deserves so much better than me. Still, if I can help her find happiness in any way, I will do whatever is needed. She means so much to me.

"It sounds like what you need is a change of attitude, a confidence boost, if you will. Let me make you something that will show the world just how beautiful you are. You will turn so many heads you will wonder how you ever doubted yourself! Come by the shop later, and we will take some measurements. You will see.” She smiled into those eyes, trying to be reassuring.

“So that was the way of it,” Rarity explained, ”I resolved then and there to make her something that would allow her beauty to shine. I knew of an upcoming soiree being planned to celebrate the wedding of the daughter of two of my best clients, Grenaille and Aurore Dérisoires, and I expected there would be several eligible stallions at the event. So I made her a lovely gown of red, accented with rubies and sapphires, daringly cut to accentuate her curves. I also made her some undergarments designed to further complete the image. We of course had to have a fitting to make certain the measurements were correct. One moment please.” Her horn flared for a moment, the scene changed to the interior of the Boutique. "Ah! There we are, that’s the fitting room mirror.”

“Oh my. You’ve really outdone yourself, Rarity,” Fluttershy said. The reflection of the sparkling gemstones danced in her wide-open eyes when she gingerly ran her hoof along the silky, pleated fabric of the skirt. She went airborne for a moment to circle the equinnequin and admire the stunning piece of haute couture from all sides, but when she landed gracefully on her hooves again, there was something that appeared to be bothering her. "Isn’t it a little, um... skimpy? I mean, it’s beautiful, and you know best, of course, but--”

“That’s the whole point, darling!” Rarity said. ”We want to show you off, not cover you up! Stallions will just go mad over the sight of you! I shall have to drive them off, you will have so many suitors!” Then she was struck with a thought, something that should have occurred to her earlier given Fluttershy’s foalhood crush on Rainbow Dash. It was a question that frankly made her a bit excited. “Or would you prefer we find you a nice mare? You can tell me; I won’t judge, you know.”

“Um...” Taken off guard by the deeply personal question, Fluttershy responded as she often did. That is to say, hardly at all. “Stallions are... nice,” she stammered in a noncommittal tone, while she scuffed her hoof on the floor, feverishly avoiding any and all eye contact.

Rarity nodded; she’d expected as much. Dash was about as masculine as a filly could get and still be a girl. She sighed a little in disappointment. Really now, as if it mattered to you. Still... even just knowing she’s fallen for a mare before... Focus Rarity, focus. Let’s find her somepony wonderful! She went all starry-eyed. This would work, Fluttershy would find a true love. They would date, fall in love, and have wonderful foals for Rarity to fawn over. She would probably be tasked with the creation of the wedding dress! The prospect made her squeal just a bit.

Fluttershy still looked doubtful, maybe even a little worried by that dreamy gaze and all it might portend, but she knew better than to protest; when the unicorn started making noises like that, there was no gainsaying her. So while the prospect of maddened males did not seem too appealing to her, she decided to bear with it and indulge her friend, allowing Rarity to help her slip into the slinky, open-backed number.

Busying herself and getting various pins ready to make adjustments, Rarity lifted the hem in places, seeing how the gown would move and fall on Fluttershy’s form. Skillfully placing several pins in key locations with her mouth, she stood back and nodded intently. "Yes, we’ll need to redo your measurements just a bit. You’ve gotten a bit thinner since I last checked.”

“I have been laying off the oats a bit,” Fluttershy said happily. She sort of wanted to turn slightly and double-check the dimensions of her flank in the mirror, just in case Rarity was simply saying things to put her at ease, but remained stock still so long as pins were being pricked into fabric so close to her skin. The shivers and goosebumps she experienced were more out of delight than anxiety, however. All the gentle touching, not to mention the constant proximity of Rarity’s muzzle, was affecting the easily-flustered pegasus mare.

“Still I must say, it does look fabulous on you. I’m almost of a mind to keep you all to myself and let the stallions suffer.” She carefully began to tug the dress back off her friend with her teeth. ”Come, let’s get this off you so we can begin.”

“O-okay,” Fluttershy said, suddenly stuttering again after Rarity’s playful little remark. Even just the feeling of the form-fitting dress being peeled off her made her coat-hairs stand on end, as if her senses had been augmented somehow. It was like when Angel would torment her to get his way - at some point, when all the nerves just below her skin had been primed, even the slightest touch could make her flinch.

Rarity gave her a saucy grin. “Just playing a bit, darling. But you do look wonderful. We are going to cut a swath through the crowd, you and I! Oh, but in all seriousness, darling, do eat just a bit more. There is such a thing as being too thin. Promise to treat yourself to a snack every now and again? For me?” She fluttered her eyes.

“F-for you?” Fluttershy opened her mouth as if to add something, but hastily closed it again. She settled for a simple nod. "Okay,” she said again, inwardly chastising herself for being so lame and repetitive. It was also at this point that the self-conscious pegasus realized her wings were semi-extended, for entirely non-flight-related reasons. She quickly tucked them back in.

Rarity nodded, satisfied. She picked up the measuring tape in her hooves - foregoing the use of magic, for some reason - and began wrapping it around various points of Fluttershy’s body, checking the new dimensions. When she got to the wings, she nudged them slightly to get the pegasus to open them, but quickly had to step back as they sprang up violently. "Careful darling! I just need to check around the base a moment. I may want to make you something with a closed back at some point.”

After apologizing profusely for the inappropriate, seemingly spring-loaded reaction to that gentlest of nuzzles, a blushful Fluttershy tried to brace herself for what would come next. She closed her eyes and feverishly thought of all the chores that still needed doing around her cottage, particularly the really unpleasant ones. Anything to keep from smacking poor Rarity in the face for real this time.

“P-please be gentle...” Even though she had her eyes shut, the anticipative pony could feel Rarity near her; could sense that warm, teasing, measuring-tape-bearing muzzle closing in on the single most sensitive spot on her trembling wings.

“Always, my darling,” came the reply, with more than a hint of irony in the tone. The smallest spark of involuntary casting appeared at the tip of her horn. She paused for a moment and thought furiously about hoofball until it stopped. She carefully wrapped the tape around the wing-base, getting her measurement. She couldn’t quite resist a sudden urge to gently kiss a spot near the base. You minx, you! Flirting with her like that. Stop it at once - this is not about you, it’s about her! "There, all done now, you can relax.”

Doing just that, Fluttershy exhaled two big lungfuls of air, visibly deflating. She had been holding her breath, utterly focused on keeping all of her muscles under conscious control, even though they flexed and spasmed at the lightest touch. The kiss nearly broke her concentration, and the wing in question twitched, but through monumental effort she managed to keep her reflexes in check. "Phew. G-glad that’s over...” the relieved pony sighed, although her rapid breathing, averted eyes and happily swaying tail suggested otherwise.

“Sounds like we may need a bit more preparation. How can we take you out if you get flustered so easily, even around me?” Rarity teased gently. Goddesses, how am I going to make this work if she tenses up at the merest hint of physical closeness? What am I going to do with you, you poor thing? "I know just the thing! We need to get you a bit more comfortable in your own body.” She gave Fluttershy a come-hither look, but winked to show she was joking. Yes, joking, of course. Now stop it before you do something you will both regret. “Darling, it is time for a little makeover!”

Rarity left the view of the mirror for a moment, returning with an extensive makeup kit. She looked Fluttershy over carefully. "Hmm, just bit of color I think.” She began applying a bit of rouge to the mare’s cheeks, light touches to complement her complexion and bring out her cheekbones. "Don’t know why I’m bothering putting blush on these cheeks of yours,” she chuckled.

It did seem rather superfluous; the ticklish hairs of the brush alone managed to bring a pink glow to Fluttershy’s cheeks that far outshone the mild color she was applying.

Next, Rarity added just a subtle touch of mascara, eyeliner and eyeshadow to accentuate her grateful subject’s gorgeous eyes. This step proved particularly difficult, since it required prolonged eye contact, which swiftly had Fluttershy sweating and nervously nickering. “Just hold still, my dear. Look at me, please?” She held a hoof softly to a rosy, yellow cheek. “I won’t bite... Unless you ask me nicely.”

The finishing touch was, of course, the lipstick. A very light, pastel shade, with a little glossy shine to it. Very glamorous. “Pucker up, darling!” When Rarity finished with this crucial step - without really thinking about it - she gently kissed Fluttershy’s pouting lips.

“Merely to make sure the color is even, and that it will not smear,” she explained herself, albeit with a flirtatious smile. She watched Fluttershy’s reaction carefully. This had been an experiment of sorts, of course, to see if she could handle a simple kiss without being reduced to a sputtering mess. After all, a date or dance partner might expect at least that much of the skittish mare. It had merely been an innocent peck - a common courtesy in high pony society.

She had to test it. It certainly had nothing to do with how immensely kissable those full, glossy lips had looked... Dangerous ground, my dear. You should not lead her on.

Fluttershy went a very unflattering shade of beet red, of course; the level of blood flow to her face reached critical levels, while a nigh-endless string of ‘um’s escaped her muzzle without ever leading into an actual reply.

Rarity pouted. This clearly demanded a different, slightly more drastic approach. Fluttershy needed confidence, and it was up to her to show this timid soul that she had every reason to feel confident about herself.

“Darling, let’s try something else for a moment,” Rarity decided. ”I made you some lovely undergarments to go with the dress. Let me show you how devastatingly desirable you can be, in the right lingerie. You’ll have the colts eating out of your hoof in no time."

"O-okay..." Fluttershy murmured meekly, her eyes lingering just slightly longer than usual on the other mare, before turning away. Something was bothering her; something she did not know how to correct.

Rarity helped her hesitant friend get into the garments, carefully pulling the panties up past her tail and helping her guide the appendage through the hole in the back. Her breath was hot against the pegasus’s thighs as she tugged the thigh-high stockings into place with her teeth. Oh, my darling, would that I could allow myself to get closer still. She was forced to resort to the precision of her telekinesis to attach the sexy garters to the frilly belt, and slip those elegant yellow forehooves into smaller stockings. Finally, to complete the ensemble came the corset, designed to fit very snugly and accentuate Fluttershy’s curvaceous flank. This, too, was put in place with the unicorn’s magic, the laces twisting and tightening by themselves.

Rarity then quickly dressed in a similar set of lacy lingerie, assuming that Fluttershy would be far more comfortable if she wasn’t the only pony parading around in her underwear; which would, of course, be a tad embarrassing for any young lady. Gently, she took her best friend’s foreleg and pulled her closer to the large mirror, gesturing towards it with her free hoof.

"There, do you see, my dear? Look at yourself,” Rarity implored. ”Notice how splendid you look, how feminine and adorable. The stallions will be all over you - the moment you walk into that room, you will make every single one of them stop what they are doing.” She posed boldly in front of the mirror, demonstrating. "Look, darling. Sway your hips just so, whilst moving your tail in counterpoint. You are a beautiful, sexy mare - their eyes will wander, drawn in by the dancing skirt of the dress I have made you, and those sheer stockings on your long, shapely hind legs; tantalized by the hint of the garters disappearing beneath the hem. But even if they manage to steal a surreptitious glance, their lustful gaze will be frustrated - and delighted - by those adorable panties. They won’t be able to keep their eyes off you!”

"T-they won’t..?" Rarity’s detailed description had enraptured the shy, self-conscious pony. The idea was frightening, but strangely, also a little exciting. As Fluttershy looked, and awkwardly mimicked Rarity's sensual movements, part of her could not deny - lack of self-confidence notwithstanding - that the blushing mare in the mirror was not entirely unattractive. It was like she was looking at an alter-ego of herself; as if the brazen sexuality of the beautifully crafted undergarments empowered her.

Slowly, Fluttershy's movements began to more accurately match those of her more daring example, growing more exaggerated. They almost became second nature after a while, the timid mare’s natural grace shining through. She just pretended she was looking at somepony else, and objectively, the pony she saw staring back at her really was... pretty. She brushed her mane out of her eyes, leaning in a bit, looking on with fascination as she pursed her expertly made-up lips and fluttered her long, mascara-enhanced lashes. Was that really her?

Rarity smiled encouragingly. "Yes, feel that power, darling. That is you in the mirror. You are gorgeous, Desirable. You have but to take action and anypony can be yours. Here, let me show you what I mean...” You’re flirting again. It’s not fair to her, darling; she’s in a bad spot in her life. She needs your help. But she is so incredibly cute... Oh, I would so love to help her. Maybe if I just... roleplay with her a bit? No harm could come of it, surely?

“In this scenario, I shall play the part of such a stallion. After a night full of fun and dancing and idle chit chat, while I tried vainly to undress you with my eyes, I am so smitten with you that I simply cannot contain myself any longer!“ She leaned down and brushed her lips gently against Fluttershy’s own - not insisting on a return kiss, but with enough pressure to let the surprised but non-protesting pegasus feel the warmth of her lips. The lovely unicorn’s voice softened to barely a whisper. "Do you see darling? That was not so bad, was it? Anypony could be yours, if you wished."

"Any... pony?" In the space of that lengthy, mid-word pause, Fluttershy's wings unfurled like feathery flags, advertising her growing arousal at this enticing prospect.

Rarity took hold of Fluttershy's hoof - on the surface, to help her hold her balance while she studied her scantily clad reflection, but there was far more contained in that simple gesture; a supportiveness that went deeper than merely keeping the her from falling over. Fluttershy blushed as she peered into the mirror, but her gaze had shifted - to the proud mare beside her, who stood unashamed.

“Anypony.” Rarity smiled softly, and took Fluttershy in her forelegs, cradling her head lovingly in her hooves. She leaned in again, giving the blushing pegasus a much more insistent kiss. Still gentle, but conveying her intentions with perfect eloquence. "Who do you want to claim, my darling? You have but to wish it, and make them yours..."

Fluttershy trembled, her heart providing a resounding answer with such perfect clarify that even her often-unwilling limbs were not left unmoved. Slowly, tentatively, her forelegs lifted, and found a way to wrap around the mare before her, creating an intimate embrace. Again she glanced at the mirror - it was easier than looking directly - and stared, enthralled, at how they looked. Together.

Chuckling softly, Rarity corrected the distracted pony with the tip of her hoof, steering her eyes and muzzle towards the real thing, rather than the reflection.

Fluttershy wished to speak, wished to blurt out the words she clearly ached to utter and accept the offer her dear friend had all but presented to her on a silver platter. Finally frustrated with her mutinous, unwilling mouth, she leaned in and kissed Rarity in earnest, conveying physically what she could not do with words. ‘I want you...’ her sigh conveyed inaudibly into that wonderful white muzzle. ‘So very, very badly,’ her tongue added, before she hastily pulled back, shocked by her own audacity.

Following suit, after overcoming her initial surprise, Rarity grew ever more bold as well, moving to playfully kiss her way up along the side of Fluttershy's neck; she nipped here and there just to hear the delightful squeaks from the cute mare, and began caressing the length of one of those lovely wings, feeling the soft down against her hooves. But then she stopped abruptly, as if waking from a feverish dream.

You are going to ruin her! Ruin her just the way you were ruined! Just... stop. If you care for her, stop now, before it's too late. You can admire her from afar. Just as you always have.

"Darling, things are escalating rapidly.” Rarity took a deep breath, finding a smidgen of composure. ”I feel these games may go too far. If we do not stop soon, I am not certain of what will happen.

“WeIl, I shall leave it to you. I am going to ask you to join me on the bed now. Would you like that? You don't have to answer - just come with me if you wish." If she follows, I’ll show her how delightful sex can be; it will give her confidence for when she finds the right pony. If she doesn’t... I won’t hold it against her.

Fluttershy stood frozen, as rigid as the tendons in her wings had been until Rarity's dexterous hooves had stroked and relaxed them into a shuddery, pliable state. She could still feel the imprint of every one of the other mare’s kisses, the warmth of them soaking into her skin. She nodded, almost imperceptibly, and meekly allowed herself to be led to Rarity’s extravagant sleeping arrangements (the word "bed" hardly seemed to do it justice).

Rarity focused for a moment. "There we are, the bedroom mirror.”

“Y’all have a mirror on your bedroom ceiling?” a bemused Applejack concluded, after briefly wondering about the sudden shift to a top-down view.

“Ahem. Yes, I--” Rarity’s eyes shifted left and right nervously. "I prefer doing my own makeup lying down in the morning...”

“Riiiight.”

When things came back into focus, Rarity could be seen gently laying the pegasus down, kissing her lightly on the lips as she did so. She began lightly caressing Fluttershy's stomach, idly moving ever lower as the kiss deepened, then switched from her friend's mouth to the base of her wings, nibbling lightly in just the right spots to elicit gasps. And still that skillful, insistent hoof wandered ever lower, caressing the thighs now. Playful nibbling continued, this time on the opposite wing, and the hoof had finally completed its descent, settling on its intended target. Just... be loving, show her the positives. Don’t hurt her with knowledge she doesn’t need.

The pressure she applied was gentle, for Rarity knew this mare was unlikely to be used to such treatment. Feather-light touches, growing in intensity as her loving muzzle-ministrations on the wings continued. Her speed and pressure increased, drawing excited gasps from Fluttershy. Then, when she felt the moment was right, hearing the barely contained squeals coming from her squirming friend’s muzzle, she crushed those parted lips with her own, pushing her tongue deep inside.

“Psst... Hey. Hey, Rarity,” Twilight whispered conspiratorially, sidling up to the other unicorn.

“Yes, Twilight dear?”

“Er, I was wondering - purely out of scientific interest - do you have any recommendations for how-to guides on massaging pegasus wings for, you know... sensual purposes?”

“I can make some recommendations certainly. Aloe and Lotus also offer some classes if you like. I can get you signed up for one. Did we perhaps have somepony in mind that they would be useful for?”

“Oh hey, look!” Twilight dodged the question, ”You guys are doing... stuff. Sexy stuff. Wouldn’t wanna miss that, heheh.”

Fluttershy's eyes widened when her muzzle was so wantonly invaded, but the shock lasted only briefly. Her tensing body had been swiftly soothed by the ongoing wing-massage, and her uncertainty about the sudden, intimate kiss evaporated just as rapidly by the sheer, wet, intimate delight of it all.

Her eyes relaxed to mere slits, the passionate heat of Rarity's warm mouth and tongue seeming to seep into her, melding with the glow of the blush on her muzzle and swiftly spreading across her entire, squirming body. "Hmm.." she muffle-moaned, twisting her muzzle a bit. "Mff.." Fluttershy then sighed, just as unintelligibly, shivering as she surrendered helplessly to her own tongue’s irresistible desire to move, to taste, to play. In fact, entire limbs seemed to grow a will of their own all of a sudden; she didn’t remember spreading her hind legs quite that far, nor did she consciously lift a hoof to rest gently and fondly on the other mare’s pale cheek.

The kiss continued until both were quite out of breath. Rarity broke it suddenly, heat blazing in her eyes. "I am afraid this lipstick does smear a little bit, after all,” she chuckled, wiping the front of her muzzle.

Her horn began to glow, undoing the hooks on the undergarments that connected the corset to the lacey stockings, She moved down to grasp the panties with her teeth, however. After lifting Fluttershy slightly in her telekinetic aura, slowly, carefully, she peeled them down and off, as though unwrapping a precious gift. The fact that they seemed to stick, just a little bit, made her smile. She reattached the hooks once more, somehow leaving her half covered made her appear far more nude. And so Fluttershy was bare before her once more - but now, now it just meant so much more. She smiled, looking down at her perfect companion in admiration, but also a hint of something like... hunger. She barely managed to restrain herself - this particular mare required the utmost level of gentleness and patience, after all.

Fluttershy felt strangely naked, stripped of the undergarments that had felt so awkward and unnatural before. They had somehow quickly become a part of herself - as well as the only thing hiding her growing arousal from the prying eyes of the world. If that world had consisted of anything, anypony other than Rarity, she would have modestly tried to cover herself, but the unicorn’s eyes she could somehow endure, even though she trembled at the eager, lascivious look they were giving her.

The panting pegasus knew Rarity was fully aware of how turned on she was - that was something even a notoriously closed and private pony such as herself could not hide; the slight damp spot in those tossed-aside panties had been unmistakable. It was strange how aware Fluttershy suddenly was of her exposed sex. How the other female’s gaze seemed to be a tangible thing, almost like her pleasantly-tingly magic, stimulating needy nerve-endings from afar.

"There we are, darling. Shall we continue?" Rarity’s voice was as comforting as it was sultry. Oh, how I’ve dreamed of this...

Fluttershy twitched, outside and in, merely at the thought of being touched... there. "Y-yes... please," she whispered urgently.

Rarity straddled Fluttershy, leaning down to gently kiss her on the lips. She moved the kisses down gradually, lavishing quite a few on the younger mare’s heaving chest. Further down still her lips travelled, kissing Fluttershy’s stomach, making her giggle just slightly. Even lower, crawling backwards on the sheets, the patient unicorn ended up kissing and nosing at the inner thighs of the tensing pegasus below her, eliciting soft whinnies rather than giggles, and causing those parted hind legs to twitch.

Once she tired of kissing, Rarity began to lick gently along the inside of Fluttershy’s haunches, gently nibbling on the short fur that coated her lover's inner thighs, teasing the pale-pink skin with her lips and nose, before finally coming to the center of her friend's desire. She began with a long, languid lick along the cleft, slowly and deliberately pulling along the tender lips of the pegasus-filly’s vulva.

“Nnn-G-Goddesses..” Fluttershy gasped through clenched teeth, tensing below her in response to that first, intense lick, before slowly relaxing. She felt weakened, her body unwilling to do anything more than feebly buck her hips towards the tirelessly lapping source of all that pleasure. She let the waves of pleasure wash over her, even when those waves gradually began to flow together into a constant state of ecstatic bliss, and she could no longer distinguish individual licks.

Rarity’s tongue found its way to the delicately pink, innermost folds, which she had been avoiding to ensure that her sensitive partner was ready - or desperate - for that level of stimulation. Giving the increasingly drenched state of her poor, matted muzzle-fur, she had decided the time was about ripe. Pressing her snout in just a bit harder, the amorous unicorn eventually found the hidden little button she sought and began to lick at it experimentally, listening intently to the excited gasps from above her. She could hear only desperate delight, fortunately, rather than the sharp gasps that might indicate this was a bit too much of a good thing.

Glancing up from time to time, although never missing a beat, Rarity noted with satisfaction that her friend would occasionally lift her head a bit and look down at her. She could see the feverish arousal and unadulterated adoration in the cute pegasus’s eyes, the blush growing ever deeper and more pronounced on those soft, yellow cheeks. It was immensely rewarding, and she redoubled her efforts.

Once more Fluttershy summoned the strength needed to glance down. Some part of her had been worried that Rarity could not really be enjoying this act, and feared that the mare would be put off by how embarrassingly wet she had gotten, and would perhaps be offended by her scent and taste. But whenever she looked, Fluttershy saw only fond affection and genuine enjoyment in those beautiful eyes. She couldn’t get enough of the sight: that look, coupled with the lewdness of Rarity’s soaked muzzle just lapping away, as if she delighted in each lick and truly loved doing this... this wonderfully dirty and intimate thing to her. It put Fluttershy’s mind at ease.

And turned her on so much...

As the gasping grew louder and Fluttershy's thighs began to clench down on her head, Rarity began to lick in earnest, knowing the mare would hit her climax soon. She pushed her snout into the writhing, delirious pegasus, gripping her legs with hooves and magic both, holding her in place whilst she kissed that hypersensitive, swollen little filly-nub. She trapped it with her lips and pressed the tip of her tongue against it, hard.

The quietest scream in all of Equestria rang out. It was the cutest little orgasm Rarity had ever had the pleasure of witnessing, but also one of the messiest; although she’d probably keep that tiny detail to herself. Rarity continued until her friend’s squeals and twitches tapered off, before lovingly gathering the moisture still coating her tongue, and gulping with audible delight.

When the pegasus finally relaxed, Rarity made quite a show of licking her lips as if she’d just finished her favorite dessert, loving the way it made Fluttershy shudder. She quickly cast a very simple spell to remove the remainder of the moisture soaking her muzzle, though, and to freshen her breath for what was to come. No need to be uncouth about it, after all.

With that out of the way, she lay down on the bed next to Fluttershy, snuggling up in the softness of one of her outstretched wings. She kissed her worn-out, shuddering lover, smiling into the face that seemed frozen in pleasure. "That is power, my darling. Do you wish to feel it for yourself?” Her words were slightly slurred since her tongue, after all that, felt very tired and numb. But looking at the the blissful, sweaty face of the pegasus, she could only chuckle. Very much worth it. "I suppose you may need a moment...”

Fluttershy needed more than a moment. It took the feverishly panting pegasus more than a minute just to catch her breath again. She couldn’t even properly apologize for clamping her hind legs down so hard! All the while, her eyes remained firmly shut; she was shaking, and still quietly savoring the squeal-worthy intensity of the orgasm that had just rocked her world down to its very foundations. So many years of pent-up frustration, brought to the surface by the hours of teasing preparation, lingering glances, ‘accidental’ touches and suggestive words, and enhanced by the sexy self-image the luxurious lingerie had provided, all compressed into a few heartbeats worth of immense, writhe-worthy pleasure and relief.

When Fluttershy finally regained control of her faculties, and opened her eyes, she treated Rarity to a smile so alive with gratefulness that even the Element of Generosity had not seen its like in all her years.

Glad to see some signs of life from her friend, Rarity smiled back, extremely pleased to see the troubled mare so happy. "Darling, I am sorry if that was a bit abrupt. I may have gotten carried away in the heat of the moment. Please, take all the time you need. I am happy you enjoyed this, at least. We can progress as quickly or as slowly as you wish. Or not at all. Remember, we are all alone here; there is no shame. Nopony needs to know what happened this evening. I will ask no more of you than what you are willing to do. For my part... I will do anything you wish me to, if it will make you happy.”

“Oh, that made me very happy. I’m sure you could tell. Sorry if I was a little too, um, loud. But p-perhaps... I can get carried away a little, too?” Fluttershy murmured. Slowly, she stirred, rolling over to snuggle up into her fellow mare’s embrace. Cradling that shapely white muzzle with a single, silken-gloved hoof, she took a moment to properly thank the no-doubt weary lips and tongue that had brought her such ecstasy. But then her soft snout drifted off, nuzzling down along Rarity’s cheek and jaw, before dipping down to the veritable playground of sensitive tendons and sinews that was the unicorn’s neck.

Yelping a bit in surprise and pleasure, Rarity surrendered herself to the ministrations of her lovely friend, giving only the occasional sigh and cry of encouragement or whimper of appreciation. She certainly seems to have found a will for this. She silently thanked the Goddesses for a world in which such sensations existed, but that was the last coherent thought she had for some time.

Two sensitive ears flicked at every yelp, sigh or cry, although the feedback actually seemed to embolden the demure little pony, telling her that she was doing something right. Fluttershy pressed yet another appropriately fluttery kiss somewhere around the base of Rarity’s neck, and let her petite tongue drag along the soft fur on the way back up.

Literally everything Fluttershy knew about pleasuring another mare, she had learned in the past hour. But she was an apt and eager student, and quite determined to make her teacher feel good. Remembering how wonderful Rarity’s tender hoof had felt, pressing gently down on the soft mound of her sex, but reluctant to stop cuddling with her just yet, Fluttershy tried to compromise and slipped her hind leg in between the white unicorn’s haunches instead. She felt something hot and silky (and slightly moist) rub up against her stocking-clad thigh, and blushed as she began to push gently up against it, rhythmically rocking her hips.

Rarity gasped and clutched Fluttershy’s face in her hooves for a moment, crushing her lips in a kiss. She enjoyed the sensations of that nice, hard thigh pressed up against her sex, but felt there might be a better way to accomplish what the pegasus was going for. After some time spent just enjoying the closeness afforded to her by the gentle ministrations, she spoke up. "Yes darling, you have the, hmm, r-right idea. Let me show you something that might - ah! - h-help a little.” She rolled over onto her back and pulled Fluttershy along, taking hold of the confused mare’s sides and steering her slightly. "Now, place one knee just below my rump, and wrap the other around my leg. Hold my leg up just a bit. Do you see how we fit together? Okay, now, p-press yourself against me--thrust forward! I-It should do the trick for us both.”

Unfamiliar with mechanics of filly-fooling, Fluttershy nevertheless managed to follow Rarity’s breathless, urgent directions, trusting implicitly that the other mare knew what she was doing. When she gingerly held up the unicorn’s leg, as instructed, and straddled the one that wasn’t raised up, she quickly discovered that Rarity was right: their bodies fit together perfectly like this; pressing together in the most intimate way possible. It was like when she’d hump her pillow in bed at night, but made so much better by the softness, living warmth and muffled moaning of another actual pony. Not to mention the feeling of her lover’s soft rear wiggling into her leg, and the slick heat of a needy mare, so nice and snug against her own.

Fluttershy began thrusting and gyrating her hips almost automatically, the wonderful sensations compelling her to move. The virginal filly couldn’t help but let out a bashful little moan. "S-so smooth and soft,” she cooed, rubbing and pushing a bit harder and more wantonly before long. More words occurred to her feverish mind, like 'hot' and 'wet' and 'slippery', but she was far too busy nuzzling and kissing every little bit of Rarity her lips could reach to be able to utter them. The stimulation was already building up some tension inside of her abdomen again, although she resolved not to allow this to keep her from focusing on Rarity’s needs, first and foremost. She sped up and shifted slightly, trying to discover, through trial and error, which movements made her fellow female squirm and whimper the most.

“Ah, Fluttershy, I think--I think my leg is started to fall asleep,” Rarity said sheepishly, after a while; she hated to interrupt the passionate moment. But Fluttershy merely nodded and shifted her hind legs, trying different ways to accomplish the same closeness, searchingly thrusting and grinding in a heated quest for pleasure.

Click for uncropped version. Nothing too explicit, but NSFW.

It was both fun and frustrating, the two mares giggling as their entangled bodies slid and pressed together, kissing and nuzzling and cuddling constantly. It wasn’t long before, quite by accident, in something akin to the missionary position, Fluttershy found a comfortable way for them to press together. She soon found a problem however; Rarity’s panties where in the way of direct skin to skin contact. Uncharacteristically impatient, in the heat of the moment, she leaned down and tore the silken garment from Rarity’s hips with a sharp tug of her hoof. Oh... my... Even their clits kissed and teased against each other now, causing the stereophonic moaning to grow louder and louder.

“S-sorry -ah- about the panties,” Fluttershy whimpered apologetically, although she really didn’t feel very sorry at all. It felt weird to talk during their lovemaking; her voice sounded all wavery and she couldn’t keep herself from gasping and nickering in between words, which was a little embarrassing. But for once, the quiet pony felt an irresistible urge to express her feelings, welling up from deep inside. But what should she say? “This.. this feels really nice. I love... this, Rarity.” It wasn’t much, and didn’t begin to cover the extent of her horniness and affection - but it was a start.

Rarity leaned up for a moment, crushing both of their bodies together, and kissed Fluttershy. “I-I can always make more, -ah- for the love of Celestia please keep doing exactly what you are doing!” She collapsed back on the bed and ground her hips into Fluttershy for good measure.

Twilight was wearing a focused expression, intensely studying the two intertwined mares. "I hadn't even considered--" she muttered softly, cocking her head. "But what about the friction coefficient? Hmmm.." In the background, near the desk, there was a faint rustling as of paper moving; a violet, shimmering light glowed dimly in the dark.

“What was that?" Applejack wondered aloud, turning an ear toward the incessant scribbling noises.

"N-nothing," Twilight said, the sound abruptly stopping as the faint light around her horn was stealthily extinguished.

Rarity was in absolute bliss. She hadn’t been sure what to expect from the shy pegasus; apparently something had been tapped here. Something... primal. She marveled at the intensity Fluttershy was applying. The pleasure was building more and more; somehow this whole experience was far more passionate than anything she had ever experienced with anypony else.

And yet... She despised herself for feeling it. Fluttershy is not meant for me, I have fallen too far. I cannot reach her without pulling her down with me. Why... why am I so weak? Why must you tempt me so? Can’t you see how shallow I have become? Please... do not fall for me, take the experience, learn from it, and find yourself somepony wonderful. Oh but the lust, the feeling of emotions she’d denied herself so long...every touch set her afire. She’d been with much more experienced and skillful partners, yet none that made her feel quite like this. Though I may damn myself and you... please forgive me for enjoying this.

Every thrust of Fluttershy’s thigh against her sex left her feeling more and more heated. She murmured words of encouragement, or tried to at least. So enraptured was she that she supposed it was more likely the words were coming out as mere guttural moans of appreciation. She whimpered slightly as the feeling grew and grew. She could feel Fluttershy trembling above her, apparently close to her own conclusion. She was trying to hold on until Rarity was satisfied - how courteous! Well, when somepony is holding the door, a lady mustn't keep them waiting. And then... oh and then! “This is the best... possible... thing!” She crossed the threshold. Her world became awash in heat and pleasure.

Being something of an expert in the field of bottling things up, Fluttershy had indeed been holding off her own orgasm. She felt her pulse quicken at the sounds her fellow filly was making. It was kind of cute, really - it almost looked like she was trying to say something... But whatever Rarity’s intention had been, all Fluttershy heard was groans. She herself could feel the last shreds of modesty and timidity being stripped away, not just by the surges of pleasure, but also just by the sight of Rarity climaxing for her. Because of her. She could feel the other mare cumming - every little spasm of that shaking, shapely body traveling into the pegasus’s own. And the wetness, oh Goddesses, the warm, slick pressure she felt when the nickering unicorn pressed so hard against her, smearing it all over, mixing with her own to create the most wonderful, slippery-smooth feeling ever. It finally sent her over the edge, and when she cried out it was almost audible.

Feeling exhausted, Fluttershy collapsed on top of Rarity. The two sated mares kissed with all the energy they had remaining, which, admittedly, was not much. They lay there for a long while, Rarity still deep in the afterglow, Fluttershy happily spooning with her while they recovered.

“That... was incredible!” Rarity said breathlessly.

“Um, that’s kind of you to say, b-but I couldn’t have been that good. I’m sorry, I’m not as experienced as the other ponies you’ve been with.”

Rarity propped her head up and looked her in the eyes. "You have no idea do you? No, of course you don’t. Then let me tell you. Experience is not always good. That... was passionate. I have always wanted passion, and all I ever found was emotionless sex! Models, other ponies in fashion, even a couple of nobleponies, all of them so filled with ennui. It was just rutting to them, a means to get off. I became so very sick of it all. Do you know what I was forced to resort to?”

Fluttershy shook her head. Her interest was piqued, and her ears perked up curiously.

Rarity got up with difficulty. She motioned for Fluttershy to follow. Together they approached a large dresser in the corner of the bedroom. The unicorn lowered herself onto her forelegs, after opening the bottom drawer with her magic, and triggered something with a prod of her horn. The sound of a spring could be heard. Both of them looked down at something that could not be seen from the vantage point of the mirror.

“This is my toy collection. It’s gotten quite varied over time.” Rarity lifted a small chest from the hidden compartment and began lifting items out of it with her telekinesis, laying them out on the bed.

“Oh wow, is that--” Twilight leaned in a bit closer to the mirror, getting a good look. "And--And also--” She giggled fillyishly, giving Rarity a look of surprise. "I’ve seen those in the catalogs, but they’re so expensive! Oh! Oh! And isn’t that...?” The fascinated mare fell silent and stared, open-mouthed and more than a little giddy. Her eyes seemed enlarged somehow, and she swallowed hard. "I’ve never seen one quite that big before...”

“Yes, I graduated from hairbrushes some time ago.”

They came in various shapes and sizes. Some seemed designed to be operated by hoof, others were clearly designed to worn with some sort of strap holding them at the waist. And others seemed to be designed to fit one end in one pony and the other in another.

Fluttershy wasn’t quite sure how a lot of them would work. In her uttermost need, the lonely mare had certainly considered getting a battery-operated coltfriend, to relieve some of that tension without all the complications of actually, you know, talking to somepony. So she had, like Twilight, certainly browsed a few catalogs - blushing more and more at the turn of each page, even in the privacy of her own cottage - but she had never actually ordered anything. The prospect of a mailpony knocking on her door was already plenty uncomfortable to her without the awkwardness of having something like that delivered to her. And as for going out and actually buying one herself? She once spent an hour and a half across the street from a store that sold such commodities. And... that was as close as she’d gotten.

Suddenly, Fluttershy noticed a particularly extravagant, elaborately decorated box, bearing the logo of a company named... Chekhoof’s Toychest. It seemed new - even unopened. Perhaps Rarity could not quite bring herself to use it?

“Not that one!” Rarity panicked slightly when she noticed what Fluttershy was looking at. That had been an impulse buy during her last visit to Canterlot; she’d quite forgotten she’d put it in with the rest. She looked up guiltily at Fluttershy and smiled a little, looking nervous. "Let’s just... put this away, shall we?” She hastily tucked the box under the bed with her horn.

Fluttershy blinked, a bit bewildered by that reaction, but her attention was quickly grabbed by something else: there was one other device that stood out from the rest. It was far more realistic in look - at least, as far as she could tell. The device had an intricate rune inscribed on the side, and was entirely transparent; in its core there appeared to be embedded a large diamond. In spite of the adamantine look, however, the surface appeared to be quite soft and giving. Finally, there was a curious ring attached to the base of it, also marked with a rune. She looked at it questioningly.

"Oh. That one,” Rarity said, ”I call it... Tom. I picked him up because I wanted to see how the other side lived. When activated, a unicorn can feel the sensations the member feels. It’s the closest thing one can come to having a - ahem, well... a penis. Without having been born with one, that is.”

Picking it up with her magic, Rarity decided to demonstrate, slipping the ring off the device and levitating it onto her horn, allowing it to slide down into place somewhere close to her forehead. She gasped softly when, with a small spark of magic, the connection was made. The rune on the device was now glowing, while a second rune lit up on the ring on her horn. New, subtle sensations were coming from the previously inert member before her. "It relays any and all sensations back to the user, becoming a sort of second horn, if you will.”

A flabbergasted and flustered Fluttershy looked at the foreign object for a long while, before gingerly prodding it with a hoof.

Rarity shivered. "Do be careful darling. The relay is quite good, I can already tell.”

“Second horn.” Applejack repeated the statement, but comprehension still didn’t dawn right away. "Waaait...” she cocked her head, looking from the vaguely phallic, spiralled spike on Rarity’s head to the lightly glowing one Twilight was sporting. The bit finally dropped. "Y’all stick them shiny pointy things into other ponies?” She seemed half confused, half... something else.

“Well, personally, I do not indulge in - how to put it - hornplay, as a rule. But yes. It is, after all, a long, blunt, hard object with a high degree of sensitivity, under certain specific circumstances.” Rarity looked to Twilight for support.

“Rarity’s right; direct contact with a unicorn’s horn can result in very pleasurable feelings, providing the horn’s bearer happens to be channeling magic through it at the time.” Twilight hesitated momentarily, staring at the ground and looking strangely reminiscent. She absentmindedly touched a hoof-tip to her own horn and shivered. ”One of the most, erm, intimate ways unicorns can interact with each other is dual-casting by touching their horns together, actually.”

“Well I’ll be darned. Really can do anything with those things!” Applejack eyed Rarity’s horn curiously, the unabashed scrutiny making the white mare feel unusually self-conscious about the pearly protrusion, which she usually wielded with such pride.

“So what happens when y’all get real excited?” The earth pony, traditionally wary of anything related to unicorn magic, seemed unusually eager to learn.

Twilight scuffed a hoof nervously. "That’s... a bit embarrassing. Too much stimulation can lead to, erm, spontaneous casting.”

“Again in plain Equestrian, y’all don’t mind?”

“Um...” Fluttershy said placatingly, “I don’t mean to interrupt, girls, but maybe you could find out the answer to your question by just being a bit more patient, Applejack. If--if you want to, I mean.”

“Alright, fair enough. Just curious is all.”

Intrigued, Fluttershy glanced from the unique toy to Rarity, and then back again. Unicorn magic, and the contraptions it could create, never ceased to amaze the thoroughly non-magical pony.

“T-Tom?” she murmured, slightly confused by the practise of naming one’s sex toys, but finding the name strangely appropriate somehow. It was a strong name. Masculine. Saying it aloud felt kind of weird - like equinizing an inanimate object. She knew this had not been Rarity's intent, and that the only reason she gave it a name was probably just to make playing with it by herself just a little bit more personal or romantic. But at the same time, the toy was sort of alive. It was clearly connected to Rarity, after all, as the reaction to her tentative touching had clearly demonstrated.

Fluttershy’s mind started racing, filling up with dirty thoughts that only worsened her already extremely persistent blush, and frankly surprised her. She never thought she had it in her... But the potential of the toy was almost overwhelming. All the wonderful things she could do to… Tom. And by extension, to Rarity. If only she wasn’t so inexperienced!

“Um... Rarity?” Fluttershy was looking everywhere but at the pony she was addressing when she spoke. Even after making out with the other mare, and their little session on the bed, her inability to express herself still plagued her. Given the subject matter, however, she could perhaps be forgiven for stammering. "I’ve never, um, made a colt happy with, you know, my muzzle?” She had to force herself, but politeness compelled her to look Rarity in the eye when she asked, ”C-could you teach me? You know, for... future reference.”

Rarity froze, she had always wanted to test this one out, but hesitated at the thought of going further still with this innocent mare. You know what will happen. She is not like you, she cannot separate emotions from lovemaking; you will break her heart as assuredly as Dash did, but you will know why it’s happening! Surely you don't want that? Our lovely Fluttershy, pining over a pony that used her like the sex toy you even now have strapped to your waist? “B-but I do care for her...” she whispered to herself. It is not enough! It will never be enough to be worthy of Fluttershy. You'll be lucky if you haven't traumatized her beyond recovery as it is!

“Oh! Well, um... I suppose I could give you a few pointers, dear.” As much a she tried to hide it, Rarity’s hesitance was undeniable. ”Here, allow me to get the necessities needed to properly fasten him.” It... wouldn’t be very selfish of me to simply want to teach her a little more. She needs guidance. I can provide it. It’s assuredly generous to want to aid her. She’ll be more confident. She will be able to speak up to the pony she loves, one day.

Rarity rummaged through her toy chest and produced the harness, which she used to affix the strap-on carefully to her waist, feeling the air caress him as he moved. She sat down on her haunches, facing Fluttershy, leaning back against the bed a little and spreading out her forelegs behind for support. She tried to get as comfortable as possible whilst still offering easy access. "There we are! Now, to begin, just be very gentle, particularly with the hooves. Remember, I can feel everything, so again, please do be careful.”

“I will..” Fluttershy said, gulping, her eyes fixed on the suddenly somewhat intimidating toy between Rarity’s hind legs. The fact that it was attached to her friend - however bizarre that was on the face of it - actually put her at ease a bit. She would probably be lousy at this, and make a fool out of herself, but at least Rarity wouldn’t laugh at her.

Slowly, almost reverently, Fluttershy lowered herself to her knees in front of the magically endowed mare, her front and hind legs tucked neatly underneath her body. She nervously studied her transparent charge, wondering how it compared to the real thing, but silently grateful that it wasn’t yet. Still, she might as well pretend she was really going to try to please her very first coltfriend...

“Oh, don’t worry, Mr Tom, sir,” Fluttershy said, in a chipper and reassuring tone of voice, “this won’t hurt a bit, I promise.” Then she realized she wasn’t supposed to sound like she was addressing one of her animal friends.

Rarity just smiled, amused by the other pony’s adorable little charade. She nodded and decided to just play along with it.

A nervous giggle from Fluttershy followed. She was really only worried about Rarity, of course; it was clear that the unicorn mare was still rather sensitive and worn out from before. So it was with the same tender, gentle care with which she would pick up a baby bunny that Fluttershy leaned forward and lightly pressed her nose to the see-through shaft. She found the surface smooth and pliable despite the hardened, crystalline look. The texture was kind of pleasant, too, and the toy was surprisingly warm to the touch. Letting him slide up and down her soft cheeks and snout, and running her moist lips along his length, Fluttershy took her time to become intimately familiar with her “colt’s” endowments.

“D-does that feel good?”

Rarity gasped, as much at the sight as the sensations. She could just barely feel Fluttershy’s front teeth grazing the “skin,” however. "D-darling... do watch the teeth. I don’t believe you can actually damage him, but I would certainly feel that...”

“Oh, I’m so sorry, Rarity.” Fluttershy anxiously made a mental note of that before lowering her eyes again, swallowing in anticipation. "I--I’m going to take you into my muzzle now, Tom. But, um, I’ll be extra careful, so don’t you worry, okay?” She fondly kissed the very tip of the magical strap-on. There was a cute little kissy smooch-pop noise as she did so, which made the prurient pegasus giggle.

Rarity’s eyes seemed ready to roll to the back of her skull. The sensation was amazing. Oh my darling, do you have any clue what you do to me? "Y-yes... that’s fine darling. Do... keep doing that.”

“Okay...” Fluttershy beamed, feeling like she might actually be getting the hang of this. It wasn’t nearly as hard as she had feared. Although, of course, she was only just getting to the trickier parts. She wasn’t quite sure how it was all supposed to fit... It would probably help if she made sure her colt was nice and slippery, first. That seemed straightforward enough.

Licking her glossy lips, so that they were nice and wet and shiny, Fluttershy made sure her muzzle wasn’t dry by swallowing a few times, working her mouth and tongue. She stared up at Rarity rather than at the toy, this time, and began licking, dragging her wet tongue slowly from base to tip. The diligent little pony slathered the artificial erection in marespit like this, in a distinctly unladylike fashion, complete with cute, wet, murmuring noises. She did not miss even a single inch of silicone.

For once, Rarity didn’t seem particularly inclined to disapprove of such uncouth and unbefitting behavior. In fact, her own tongue was lolling out cutely from her half-open muzzle. "Oh darling, y-you really can make anything look dainty and cute, can’t you?” She took a deep, shuddering breath, her horn already glowing ominously. ”Keep looking at me as you continue, darling,” she instructed. ”Remember this: tending to a stallion like this is as much about showmareship as it is about technique. Exaggerate your actions - lick your lips, much as you just did, as though he tastes simply divine. Say things in your most seductive voice - it doesn’t matter if it’s all cliches. And use your eyes... give me that look.”

“What look do you mean, Rarity?” Fluttershy hung on her every word, the one ear not hidden by her mane perking up and swivelling forward.

Rarity smiled, tipping the kneeling pony’s snout up a little with her hoof to get a good look at her. "Not unlike the one you are giving me right now, my dear. Think puppy dogs, and you shan’t be too far off. You want him to believe that you are loving this. That you love him.”

“I--I think I can do that...” Fluttershy said softly, the mental image of cute widdle cuddly puppies bringing a smile to her lips. She pressed that smile to Tom’s unflared head again, her one unobscured eye looking at the big toy, seeming shy and apprehensive. But then the cute pegasus reached up and tucked a few stray locks of mane behind her ear, and hit Rarity with the mirror opposite of one of her infamous stares. Her beautiful wings lifted a bit, adding to her already angelic appearance, and her big, blue eyes were simply radiant, full of affection and adoration. They showed concern, watching intently for any sign of discomfort when her prolonged tip-kiss grew more insistent and her soft lips yielded to allow the blunt, well-lubricated tip to slip into her mouth.

Rarity threw her head back a bit and neighed, quickly biting down on her lower lip to keep from letting out even more embarrassing noises. Her nostrils flared as she tried to force her deep, panting breaths through her nose. "G-good girl. That was very convincing...”

“Hmm..” Fluttershy mumbled, the vibrations of her quiet voice transferring to the plastic stallion her lips were wrapped around. She had to open pretty widely, but she managed. Very carefully, she suckled a little and started swirling her tongue, curious about the - probably not very lifelike - taste. The experience was rather unexpected; the warmth she had felt in the magical toy before had only grown, reaching the levels of living heat radiated by a very erect and excited stallion. This was probably due to Rarity’s magical energy coursing through those solid veins. Fluttershy could feel it on her tongue and the roof of her mouth. It felt kind of... tingly.

Rarity, whose magic brought the toy to life, shuddered, a small spark appearing at the very tip of her shimmering horn. "That’s -ah- lovely darling, you are doing wonderfully.” She flashed a strained smile, trying to maintain the role of the experienced instructor but finding it harder and harder to actually think. Energies built up in her body in a way unlike any spell she’d ever cast.

“Yay!” Fluttershy cheered quietly, her voice slightly muffled. With careful enthusiasm, the ardent student let her lips slip further down along the shaft of Rarity’s recently acquired stallionhood, finding that she could accommodate quite a bit of it in just the length of her muzzle. Taking the toy deeper proved possible, but the feeling of something bumping into the back of her throat - and the funny swallowing noises that tended to produce - was just a little too weird, even if the accomplishment of taking the whole thing, bumping her nose into Rarity's soft tummy, made Fluttershy giddy with pride.

“Um... Oh Tom. You’re sooo... big?” Fluttershy bashfully observed, after letting the glisteny-slick strap-on stallion slip from her mouth since she needed a moment to take a proper breath. She almost added ‘..and so cute!’ - but stopped herself in the nick of time, realizing that that probably wasn’t a very appropriate adjective to apply to a colt’s pride and glory. "And you're all slick and shiny now," she pointed out, flushing a bit when she realized all that of slippery stuff was hers. "It's okay, though. Um... I'm... I'm very wet, now, too."

Rarity had to smile at the brave attempt at sweet-talking, although the subtle twinge of coldness from the other female’s breath wafting over the dripping-wet toy, linked directly into her pleasure center, turned it into more of a shivery grin. Oh Celestia. Would that I had met you before any of the others, my dear.

Now that she had firmly established, once again, that the whole talking thing really wasn’t her forte, Fluttershy returned to using her mouth for other, more exciting and novel things. With a cute little -nomf- she opened wide and took the lipstick-smeared, transparent toy into her mouth again, then began bobbing her head, using the lubrication afforded by the luxurious coating of saliva to slide Tom in and out without much resistance. The inevitable, wet sucking noises quickly made her blush, but she did not let this discourage her.

Rarity groaned, the sensations beginning to become too much for her. The weakened unicorn leaned back a bit, moving into more of a reclining position, her back propped up against the side of the bed. She had little idea what this was supposed to feel like for a stallion, and had never had anyone indulge her in hornplay before. But this... this was divine. She found herself bucking her hips involuntarily, even though she had sometimes hated that tendency in males she’d treated to some oral affections herself. She sympathized with them now - it simply felt too good.

And of course Fluttershy, agreeable pony that she was, simply let her have her way. She adjusted her own movements to take Rarity’s twitching hips into account, and eventually just stopped entirely, allowing the overwhelmed, heated mare to mate her muzzle.

“F-Fluttershy, you--I...” Rarity panted incoherently. She could feel the slight roughness of the other pony’s tongue, rubbing along the bottom of the horntoy. The tip of that exquisite pink mare-muscle stuck out of Fluttershy’s muzzle, just below the sliding shaft, as she tried to keep it flat and out of the way. At times, the unicorn’s erratic movements made things misalign a little, penetrating the poor pegasus’s muzzle at awkward angles that made her concave, flushed cheeks suddenly bulge a bit. All in all, it was such a lewd sight; a sight only enhanced by Fluttershy’s natural beauty and seeming innocence. And those gorgeous eyes... so happy, so shy, so eager to please.

There was so much love in them...

Rarity’s reaction to this sight was one of shock. Her thoughts, already incoherent from the impending climax, grew frantic. No... nononono don’t, not me. I can’t... Oh Celestia, Fluttershy you can’t love me! I am a worthless pony. I have nothing to offer you but experience. Please... just use what I teach you, find somepony else! I’ll do anything for you, but love... I can’t! Don’t... don’t!

Rarity’s horn was throbbing with energy being relayed from the ring around it. She was panicked, not wanting to know Fluttershy loved her, and yet seeing that adoration in her eyes sent waves of joy throughout her body, adding to the already intense sensations. She loves me! Oh Celestia help us both! She reached a mental threshold, her mind reeling as it teetered on the edge of that vast precipice. Any more and she would surely--

With one little swipe of her tongue, Fluttershy brought her over the brink.

Throwing her head back, Rarity whinnied desperately; her curls danced and bounced dramatically, her hips - and eventually her entire body - trembled. The energy that had been building till now rushed to its natural outlet. Her horn pulsed and shot out a beam of colorful energy, almost like fireworks, thankfully doing no real damage to the ceiling. She felt as if inside of her there was a dam with but one small floodgate open, with torrents of magic pouring through from some vast, inner reservoir. When the mind-blowing orgasm had finally subsided, she rested her head on the edge of the bed, gasping with every inhale. Tom slipped out of the pegasus’s mouth with an audible -pop- as the air pressure equalized.

Twilight stared at the mirror, entranced. "Rarity?”

“Yes Twilight?” Rarity did not look away from the mirror either.

“Where did you--”

“Small shop in Canterlot. On the corner of Hurricane and Mane. No sign, solid black door. Tell them I sent you; I get a discount for sending referrals.”

“T-thanks.”

“You are quite welcome.”

Panting softly, her lips still sensually parted, Fluttershy needed a moment to gather her thoughts and massage her slightly sore jaw. It was like she had zoned out there, for a moment, similar to when she’d been scissoring with Rarity, the repetitive but pleasurable activities lulling her mind into a hypnotic sort of trance. Slowly, she closed her now Tomless mouth and wiped the drool from her chin and lips. Her eyes strayed to the ceiling, noting that the new skylight she had half expected to find there was thankfully absent.

Fluttershy gulped and worriedly asked the obvious, most pertinent question in this situation: “Do--do stallions do that when they...?” She knew something was supposed to come out, but this kind of eruption seemed rather hazardous to a pony’s health.

“No, no, not at all... that is more a unicorn thing,” Rarity hastened to assure her, despite still being badly out of breath. Don’t address it... maybe if you keep your cool she won’t say the words. Then you can find her somepony worthy of her attentions. There has to be somepony else, anypony! I.. can’t my darling, not the way you deserve. ”To be honest, I don’t believe male unicorns would react this way. The stimulation would involve other parts of their anatomy, you see. Although were you to do... what we just did, to their horn, the reaction would probably be similar.” Seeing the other mare gulp, she smiled and added, ”It’s not exactly dangerous, darling. It's literally an expulsion of pure magic, but with no intent to give it form. It may numb your tongue just a bit were you to have it happen in your mouth. Think of a small shock of static electricity.”

“O-okay,” a wide-eyed Fluttershy said, feeling slightly relieved. Rarity’s small pyrotechnics display had seemed pretty spectacular, but she trusted the unicorn’s expertise - especially since it pertained to her own tribe of ponies.

The two shaky friends climbed back onto the bed together, and the difficulty they both had with this simple undertaking, wobbly and weak-kneed a they were, was the source of much hilarity.

Purely on impulse, Fluttershy hugged Rarity, resting her chin on the other mare’s shoulder and closing her eyes. "Thank you, Rarity. That was very, um, educational.” She smiled happily.

“So you two dating now, or what?” Applejack said, smirking and trying to ignore the droplet of hot sweat clinging to her scalp somewhere below her thick, straw-colored mane. In her family, wedding proposals wouldn’t have been far off after what those two just did together.

“Um... not exactly,” was the quiet reply from Fluttershy. She turned to Rarity for support.

“We are... still defining what we are, exactly,” Rarity replied demurely. ”Not quite marefriends, but definitely more than friends. It is just - how to put it? - you see, I have some... issues. Fluttershy is helping me get past them, the more we spend time together.”

Twilight screwed her face up in confusion. "What could possibly be so complicated? You two seem to be happy enough together. Don’t you love her?”

“Love is difficult for me,” Rarity replied in frustration. "I just want what’s best for her, before I go announcing to the world... I want to know that it is, in fact, me.”

“Rarity, it’s okay. I know you’ll say it when you are ready. I’ll wait.” Fluttershy reached her forelegs around the unicorn and held her tightly.

Rarity kissed her lightly on the muzzle. "Thank you for your faith in me, my darling.”

Applejack tilted her head slightly, joining Twilight in her state of confusion. "What’s your deal, pony-girl? Shy here’s head over hooves for you, but y’all’re cool as a cucumber.” She treated the incomprehensible pony to a green-eyed glare. ”Fixin’ to get upset at you ‘bout that.”

“Oh, please don’t be mad, Applejack. Rarity just had some, um, unpleasant experiences. It’s taking time, but Doctor Fluttershy has just the treatment regimen.” There was hope in her voice, even though she knew her medical experience was limited to splinting sparrow-wings and nursing bruised and battered bunnies back to health. The wounds Rarity bore would take more than a little bandaging to fix...

Rarity angrily glared at Applejack. You have no idea what you are talking about! "This was a mistake, I never should have shown you any of this. I won't show any more. Think what you wish of me." She knew what was coming next, and it was far too personal to show off like some prize. She had been given a gift by Fluttershy - one that could never be given again. She would not sully the experience. She got up from the bed, slammed open the bedroom door, and ran down the stairs to flee the accusations that only screamed louder in her own mind.

“Rarity! Rarity, wait!” Fluttershy cried. In a flurry of feathers she was after the fleeing mare, faster than anypony present had ever seen her move.

Twilight and Applejack looked at each other anxiously.

Surely their slumber party couldn’t end like this?

“The lads I've met in Cupid's deadlock
Were - shall we say? - born out of wedlock.
They broke my heart, they stilled my song,
And said they had to run along.”

“A heart in half is chaste, archaic;
But mine resembles a mosaic-
The thing's become ridiculous!
Why am I so? Why am I thus?”

• Dorothy Parker, "A Fairly Sad Tale"