Not such a lonely night

“Well, I shall see you soon Darling.” Rarity said to her host as she went to leave.

“Oh, ok Rarity, thank you for coming today,” Fluttershy gently replied, “I just hope it wasn’t too much trouble for you.”

“Not at all, I always value your company, Fluttershy, even if the request was a bit odd.”

“I’m sorry,” Fluttershy whispered, “It was a bit silly of me.” Fluttershy turned away, a blush coming to her face as the non-existent embarrassment sunk in.

“Darling, stop,” Rarity placed a hoof on her friend’s shoulder, “Angel will look fabulous in his little suit, and you know I always love to try new things.” Fluttershy turned back to face Rarity, a tear forming in her eyes.

“Thank you Rarity, I needed that,” Fluttershy’s blush deepened, and she looked down again, “thank you.”

“My pleasure dear, but now I must be off, it’s getting late and it’s a long walk home.”

“Ok Rarity, don’t let me stop you, it’s a wonderful night.”

“Thank you dear, good night Fluttershy,” Rarity left with a smile on her face, with Fluttershy stood at the door to her cottage, looking out into the night.

It was a clear night, and since she was quite far from Ponyville, Rarity could see all the stars of the night and the large, vibrant moon resting above the Everfree forest. The clear night air and the long walk home gave her time to reflect on her day, starting with her visit to the library.

“Twilight!” Rarity called from outside the library, “Are you up yet?” She looked up towards the main part of the tree, with the clear blue sky behind, casting a long shadow over Rarity and much of Ponyville.

The window above the door opened in a hue of purple magic, and Twilight called out, “I am now Rarity!” Her voice was sleepy, but Rarity could tell she had a smile on her face. She could hear Spike moving down the stairs and towards the door, no doubt so Twilight could make herself presentable for the fashionista.

The door opened with Spike behind the threshold, “H-hi Rarity, how are you today?” Spike’s voice was shaky, he hadn’t seen Rarity for a while now and he was glad she had come to the library, even if it hadn’t been to see him.

“I’m very well, Spike,” Rarity nodded down to him, “Thank you for asking.”

Behind Spike, Rarity could see Twilight walking down the stairs with a brush in her magic, still sorting her mane and wings out. It seemed that she was getting used to her additions. In fact, those additions were why Rarity was here; Twilight was visiting her brother and Princess Cadance in the Crystal Empire and needed a new dress for the formal events taking place during her first royal visit.

“Are you ready for your measurements, dear?” Rarity said gesturing to her saddle bag with tape measures poking out.

“Yep, these have made most of my other dresses useless, without alterations that is,” Twilight gestured to her majestic wings, splaying them to the sides for added effect.

The morning went smoothly, Rarity got all her measurements and found that Twilight had grown, not only taller but, as Spike put it, she had gained the “royal flank”, presumably from all the cupcakes Celestia had been sending her. With all her measurements taken, Rarity made her excuses and left on the rest of her errands, leaving a rather saddened Spike behind after a relatively short visit.

The sun was high in the sky now, and Rarity was heading home with full saddlebags, preparing for her night alone, as Sweetie Belle and her friends were spending the weekend at Sweet Apple Acres. The only thing missing would be a friend to share her Saturday pamper plans with.

As her mind began to wander, she saw Fluttershy waiting outside her boutique. Fluttershy’s face lit up at seeing her friend, whom she had been spending much more time with as of late. Rarity was enjoying their time together and always enjoyed seeing her friend smile at the smallest things. She wondered what her request would be today, as she found herself with more of a spring in her step as she got closer.

Rarity snapped out of her memories as she heard something behind her. Her ears twitched as the sound got louder, then she spun around to face the noise, hoping it wasn’t anything dangerous. A soft “Eep!” came from the bushes she had turned to face.

“Fluttershy?!” Rarity exclaimed, “Are you following me?” She struggled to believe her friend was stalking her, seeing a pink mane poking up behind one of the bushes lining the path.

“W-well, I h-hope you don’t mind, “a soft whimper escaping Fluttershy’s muzzle as she rose from her hiding place, “but I was wondering if, if it’s ok with you, if you… you would spend the night… at my cottage with me?” She immediately sunk away, trying to make herself as small as possible, not wanting to hear her friend’s reply.

“I would be glad to dear, but why the following and the secrecy?” Rarity was puzzled at her friend’s mixed forwardness.

“Well I… I don’t want…” Fluttershy began to lose her confidence, if that was what you could call what she had earlier. The colour began to fade from her cheeks and she started to sway from side-to-side, uneasy on her feet. Then, she fainted.

Fluttershy woke up on her bed, in her cottage with somepony sat on the floor next to her bed. Fluttershy’s stirring roused Rarity from her slumber, who looked tired despite her rest. Upon seeing her friend awake, Rarity flung her hooves around Fluttershy’s waist, and she began to sob.

“Oh Fluttershy dear, I’m so glad you’re alright,” Rarity said between sobs.

“I’m fine Rarity, what’s wrong? How did I get here?” Fluttershy seemed confused at her familiar surroundings, the last thing she could

remember was the cool night air, and the bushes, and following Rarity. Then fainting. She pulled away from her friend’s embrace, embarrassment washing over her.

“You wanted me to stay the night, and then you just fainted in front of me, so I carried you here with my magic,” tears formed in both ponies’ eyes as they embraced again. After a while, Rarity pulled away and asked “Why did you act like that darling?”

“Well, you see,” Fluttershy began after clearing her throat, “I think that…” This was clearly hard for her to say, a blush lying fresh on her cheeks.

“You think?” Rarity encouraged her friend gently, placing a hoof on Fluttershy’s shoulder.

With a sudden surge of confidence, Fluttershy blurted out her secret, “I think I love you!”

Rarity was shocked. She just sat and looked at her friend for so long; she began to feel heat rising in her cheeks also, her turn to blush presenting itself. “I… I don’t know what to say to that, Fluttershy.” Though she was confused, she wasn’t as surprised as Fluttershy thought she would be.

“You can leave if you want?” Fluttershy shrugged Rarity’s hoof off of her shoulder and looked away, refusing to make eye contact with her crush.

“Not at all dear, not after hearing what you just said,” Rarity was curious, she had many questions for Fluttershy that needed answers, and they couldn’t wait.

“You’re not mad are you? It would be… understandable.”

“No darling, I could never be mad at you, I just want to know a few things, that’s all.” Rarity paused, waiting to see if this was ok with Fluttershy.

“Ok Rarity, what do you want to know?” Fluttershy finally looked back up at Rarity, with a little smile gracing her delicate face.

“Well, how long have you known?” Rarity wasn’t sure what else she could ask.

“I think it was about 5 months ago, when we started to see more of each other and you made me that dress for my birthday.” She gestured to her wardrobe, where the dress was hanging on the outside, an image of pale greens complimenting soft whites and subtle pinks. Rarity blushed at seeing her work again after so long, somehow not noticing it before.

“So why have you kept this secret for so long?”

“Because I was afraid, afraid that I would lose you as a friend altogether,” the last words bringing fresh tears to Fluttershy’s big blue eyes.

“Please don’t cry Fluttershy darling, I don’t like to see anypony upset, especially if she has feelings for me,” the two mares embraced, Fluttershy’s tears soaking into Rarity’s less-than-pristine coat after her night of walking to and from Fluttershy’s cottage.

“You’re… not… mad?” Fluttershy managed between sniffs.

“No dear, why would I be?”

“Because you don’t like mares in the way I do. You like stallions, like that Prince Blueblood.”

“And who ever told you I don’t like mares?” Fluttershy’s eyes widened at that.

“What?”

“I never said I don’t like mares, I just never said I did, not wanting to make things awkward in the group, that’s all,” all Rarity could do was smile at her friend and try to make her smile too.

“You mean it?” Fluttershy pulled away from Rarity and wiped her tears from her eyes.

“I do, and you are not alone with your feelings darling,” Rarity showed this the only way she saw suitable, with a quick kiss on Fluttershy’s cheek. “Do you mean it, Fluttershy?”

The two mares gazed deep into each other’s eyes, until, finally, Fluttershy returned the favour, with a kiss straight to Rarity’s waiting muzzle. She pulled away slowly, replying after a short pause “I do.”

The two sat there, Fluttershy on her bed with Rarity still on the floor looking up at her. It was a long time of looking at each other before Fluttershy broke the silence, “Rarity, will you, um, if it’s ok with you, um, will you-“ Rarity stopped her with a hoof gently covering her muzzle.

“I would love to be your marefriend, Fluttershy,” Fluttershy’s reaction was all Rarity needed, a gentle smile and a typically feeble “yay” confirmed her guess of words was correct. The mares embraced once more before Rarity climbed onto the bed to join her new marefriend.

“I’m so glad all this happened,” Fluttershy cooed, “who knows how long it would have been before I told you how I really felt otherwise.”

“I couldn’t agree more darling, now how about we get some rest, and who knows, my free day tomorrow might have a bit more you in it than I thought.” Rarity gave a sultry wink towards Fluttershy, who thought it was time she was more forward.

“Why wait, darling?” Fluttershy straddled Rarity, taking the mare by surprise, eliciting an “Ooh” from her marefriend.

The two locked lips, their first true kiss as a couple. Fluttershy twisted her head to the side and parted her lips, poking her tongue against Rarity’s urging her to do the same. Rarity complied, and soon their tongues were entwined in Rarity’s mouth, letting her get the first taste of her marefriend, who was surprisingly good at this.

When they broke the kiss for air, Rarity wanted to know one last thing. “Fluttershy, am I your first, you know, marefriend?” It felt awkward asking like that.

“Yes, you are. I’ve never felt like this for anypony before,” her voice was weak and slightly husky, which Rarity found very soothing. “Am I your first?”

“I’m afraid not dear. I have been with a couple of stallions, back when I thought I had to, but then I met a mare who thought I was perfect; she cared for me, loved me and made me feel very special.” Rarity trailed off towards the end, but her mood darkened after a few moments.

“If you don’t mind telling me, what happened? Weren’t you happy?”

“Of course I was, but she moved on, and never told me why. I was… I was heart-broken.” Fluttershy put a comforting arm around Rarity. “But… I’m happy again, I have found that the mare I needed has been staring me in the face,” Rarity placed a hoof on Fluttershy’s cheek, and leaned in for a soft kiss, “You, dear, you make me happy.” The two mares lay together on the cosy double bed, neither wanting to move, until Fluttershy broke the silence.

“Would you mind turning the light off Rarity, seeing as you don’t have to move?”

“Sure thing sweetie,” and with a glow of her horn, the mares were suddenly in darkness, save for Rarity’s horn. “That’s not the only thing I can do with my horn dear.” And with her tone one of desire, Rarity moved away from her marefriend, moving lower down her body until resting at her flanks, those soft, pliable areas dominating Rarity’s vision, but her descent hadn’t finished.

“Rarity, where are you… what are you…?” Fluttershy began to feel heat creeping through her body; the more Rarity touched, the more the heat grew.

“Hush dear, it’ll all be fine,” a soft whisper coming from between Fluttershy’s legs, “I know what I’m doing.” That only heightened the heat, warm breaths coating her marehood.

Fluttershy gulped, a new sensation about to take over her body. Before she knew it, Rarity had placed her horn against the entrance to Fluttershy’s lower lips, eliciting a sharp sigh from the yellow mare. A simple “yes” from Fluttershy was all Rarity needed to hear, slowly and gently pushing her way inside her marefriend, not wanting to ruin her first experience of sex.

Soon, they were at bliss. Fluttershy could feel Rarity inside her, and Rarity could feel Fluttershy’s vaginal walls all around her horn. Finding a steady rhythm, Fluttershy was bucking her hips instinctively as Rarity pulled out and then slid back in, filling the room with cries of pleasure coming from both mares. It was a good job the cottage was so far away from anypony else, turns out Fluttershy was quite an animal in the bedroom.

Far too soon, Fluttershy was at her peak and released her loudest howl of the night, pure carnal bliss accompanied by a rush of juices covering Rarity’s horn, dripping into her hair and down her face. As it reached her muzzle, she began to lap it up before moving to sit next to her lover, who was only just getting over her first female-induced orgasm, stronger than any she had experienced on her own.

When her vision returned and her mind was cleared of the lust-induced fog, Fluttershy rolled over to face the instrument of her orgasm, who was still covered in her juices. Despite herself, Fluttershy leaned in and kissed Rarity with as much force as she could muster, pushing her tongue past Rarity’s lips for a taste of her own juices. It was sweeter than she imagined, but that might just be because Rarity’s taste was there too. The kiss was slow, but filled with an unmatched level of passion from both ponies, giving Fluttershy a second wind.

She decided that she had to repay the favour, so much to Rarity’s displeasure, the kiss was broken. A gentle moan escaped Rarity’s lips, but this just made Fluttershy more determined to make her feel the way she just felt.

“Just lie there, Rarity,” Fluttershy pushed Rarity onto her back, “mama’s gonna make you feel so good.” Taking control gave Fluttershy a new feeling, that this was right, to be dominant. Despite Rarity’s protests, Fluttershy trailed down her stomach, coming to rest at her soft mounds. Using her wings, Fluttershy stroked at Rarity’s entrance, causing her to squirm beneath her. “You like it, don’t you Rarity?”

“Ye-yessss… F-f-fluttershy,” she gasped between shallow breaths. Rarity didn’t like to admit it, but Fluttershy’s wings felt so good when she stroked her like that. They were so soft, soon becoming the only things Rarity could focus on, losing all concepts of time and her surroundings to the downy pleasure, being teased like a professional.

Just as Rarity could feel her peak arriving, Fluttershy pulled away, her wings folding back against her form. Before Rarity could complain, she felt Fluttershy dive her muzzle straight into her vagina, causing her to scream in ecstasy as all her pent up desires were released over her friend’s face and into her hair. But Fluttershy wasn’t about to lose her dominance over the unicorn, she kept lapping away at each and every drop of her friend’s juices, not wanting to let any of the sweet nectar go to waste, all the while causing Rarity to pant uncontrollably with uneven breaths.

All too soon, the flow stopped, and Fluttershy slowly lapped the last drop from Rarity’s thighs, as toned and as beautiful as the rest of her body, thought Fluttershy. While Rarity was regaining her breaths, Fluttershy crawled back to where she had left her and nuzzled into her neck, rubbing what remained of her orgasm into her fur, letting go of her dominance.

After a minute of sitting there, panting, Rarity leaned down and kissed Fluttershy’s forehead, and whispered into her ear, “Thank you, Fluttershy, I love you so much.”

Looking up into Rarity’s eyes, Fluttershy felt a huge, silly smile spread across her face at the word ‘love’. “I love you too, Rarity. Can we… do this again sometime?”

“Of course darling, any time you want me, for anything at all, I will be here for you. Just promise me one thing?” a sudden serious tone in her voice.

“Oh my, what is it?” Fluttershy felt here voice crack at the sudden command Rarity had over her.

“Stay cute for me,” a smile graced her face, followed by a boop on Fluttershy’s muzzle.

“Rarity!” snapped Fluttershy. “Don’t scare me like that,” Fluttershy blushed at her foalishness.

“I’m sorry sweetie, but you look too adorable to resist when you’re flustered.” Rarity placed a gentle kiss on Fluttershy’s nose. “Shall we call it a night?”

“I would like that, so long as we can cuddle first,” cute, azure eyes staring into loving, cobalt ones.

“Of course, Fluttershy, we can cuddle all night.”

And with that, the two mares climbed under the covers and embraced each other, with Fluttershy draping one of her wings over Rarity’s body and nuzzling her face under her chin. She felt safe, with a soft, white pillow to rest her exhausted form on. Rarity sighed in contentment, feeling warm and protected by Fluttershy’s fluffy wings, resting her dreary head on her friend’s soft mane. Within minutes, the two were fast asleep, spending their first night in the same bed together.