"Are you all right Fluttershy?" Rarity asked as she looked across the table.
"Yes, I'm ok. The food is... great," Fluttershy responded, pushing what was left of her pasta around with a fork.
"You don't look alright," Rarity countered. She looked with concern at her date as they sat down at dinner. The night had been going all right up until that point. They had had an interesting conversation about what they wanted to do with their lives, good makeup designs, and what they each found attractive about each other. That's when things seemed to break down. Rarity was shamlessly forward. She really liked the cute way Fluttershy smiled and blushed when she complimented her body. Fluttershy seemed nervous, but also to be enjoying herself, up until now that is.
"Come on, we'll get out of here and take a walk," Rarity said.
Fluttershy smiled and brushed her pink hair back. "That sounds nice."
The two got up to leave, and Rarity left some cash for the waiter. As they walked out, Fluttershy took Rarity's hand in hers. Rarity in turn held Fluttershy close. Since they started dating, things seemed to be moving really quickly. It had only been six weeks, but it felt like they had been dating for years. Maybe it was because they had been such close friends for the longest time.
Rarity walked down the street, hand in hand with Fluttershy. They walked in relative silence, only occasionally remarking on how nice the night has been so far. They quickly came upon Rarity's Botique, and stopped at the door to face each other.
"Well, this is my stop," Rarity said.
"Yes, well, goodnight," Fluttershy said warmly. She leaned forward and placed a light kiss on Rarity's cheek.
"You're always so polite," Rarity said, bemused.
Rarity was still holding Fluttershy's hand. She placed her other hand on Flutter's back and pulled her into a longer, more passionate kiss. The suddenness made the act somewhat awkward. Despite her surprise, Fluttershy adapted quickly and returned the affection. She kissed Rarity back with all the passion she could convey. Their lips parted and re-joined several times before Rarity began to feel Fluttershy's movements become more fluid and confident.
The two ended up kissing for a bit longer than either one of them initially expected. Neither seemed to want to part. When they finally did pull away, Fluttershy looked around nervously as if expecting someone to be watching.
"Would you like to come inside so we can have a little privacy?" Rarity asked.
Fluttershy blushed hard and said, "that would be nice."
Rarity opened the door and walked inside, closely followed by Fluttershy. Once inside, Rarity set her purse on a hook and quickly turned to her partner. They came together in unison and began to kiss each other passionately. Rarity was surprised by Fluttershy's sudden forwardness. Every time they did something for the first time, be it their first kiss or just hand holding, Rarity seemed to always have to be the initiator. This time, Fluttershy seemed just as confident as she was. They continued to stand there and make out. Rarity held Fluttershy's thin frame tight. Their breasts delicately brushed against each other. Fluttershy took the opportunity to slide her tongue into Rarity's mouth. After a few seconds, Fluttershy's hand slid down Rarity's back to her rear.
"Hey there, what are you doing missy?" Rarity asked coyly between kisses.
"Oh sorry," Fluttershy said hastily, removing her hand.
"No no, you're ok," Rarity reassured her, taking her hand and placing it back where it was.
Fluttershy, invigorated by this action, started kissing more aggressively and her breathing got heavier. Rarity could see where this night could be going... and she liked it. She grabbed Fluttershy and leaned her back. The two looked like they were about to fall to the floor before a couch inexplicably slid out to catch them. Rarity loved the way Fluttershy's body felt underneath her. Her skin was super soft and her frame was extra small. She could feel the heat coming off of her partner's skin. It was intoxicating.
Rarity continued to kiss Fluttershy, and reached a hand down to undo the three buttons in the front of her yellow dress. Flutershy did nothing to stop her and continued kissing her with ever increasing fervor.
Once the buttons were undone, Rarity slowly slid the straps off of Flutershy's shoulders and down her arms. They slowly slid down Flutershy's body, taking the rest of the dress with it. Inch by inch of pale skin was revealed until they came all the way off, revealing Fluttershy's breasts. They weren't very big, but what they lacked in size they made up for in shape. They were just the cutest, roundest little things Rarity had ever seen.
Fluttershy was breathing hard, looking at her partner in anticipation of what she would do next. Rarity leaned down and kissed Fluttershy's neck. She worked a trail of kisses down her body, from her collar bone, to her chest. Fluttershy let out a brief "mmmm" as Rarity kissed her way over her breasts. Rarity took her time, teasing poor Fluttershy with delicate kisses. She then stuck out her tongue and ran it from the bottom of Fluttershy's right breast over her nipple. Fluttershy responded by gasping and moaning. Rarity then started licking her way around Fluttershy's right nipple while stimulating her left breast with her hand. She went on like this for what felt like minutes, but was probably more like a few seconds.
"Oh... Celestia," Fluttershy moaned softly. Every sensation Rarity gave her went straight from her soft breasts to between her legs. She couldn't believe this was happening. As Rarity began gently sucking on her breasts, it sent even more pleasure up her spine.
"I think you're trying to drive me crazy," Fluttershy remarked.
Rarity, immensely turned on by Fluttershy's moans, was pretty sure her lover was nice and ready at this point. She parted her lips from Fluttershy's breasts and worked her dress the rest of the way off. It was easy enough to slide Fluttershy's dress down her legs and off of her body. She was surprised to find that Fluttershy wasn't wearing any underwear. When she raised a questioning eyebrow Fluttershy somehow got even redder in the face.
"It feels nice," she said defensively, thoroughly embarrassed.
"Oh really? And you know what else feels nice?" Rarity smirked.
Before she could get a response, Rarity stuck her index and middle finger in her mouth, coating them in saliva. She then placed them between Fluttershy's legs and began to rub her lower lips. As Rarity predicted, they were nice and wet, making a soft squishing noise as she played with them. Fluttershy in response let out a particularly loud "mmmmmm" as Rarity rubbed her inner folds in circles. Rarity thoroughly enjoyed herself as she played with Fluttershy's sex. She stroked, and caressed, and did all manner of pleasurable things before lining her fingers up With Fluttershy's entrance. Slowly she penetrated her, pushing in and feeling her ridiculously tight inner walls. Fluttershy squeaked and grabbed Rarity's wrist.
"Too much," she gasped before relaxing her grip.
Rarity smiled and pulled out. She switched to just her middle finger and penetrated Fluttershy again. Fluttershy in turn started moaning loudly while playing with her nipples. Rarity could tell she wouldn't last very long. Fluttershy reached a hand down her body and began rubbing her clit.
"Mmmmm ohhhh. Oh my stars... yes," Fluttershy gasped.
Rarity started thrusting her pelvis into the back of her hand, which in turn pushed her finger into Fluttershy. This added torque was too much for Fluttershy, and she climaxed, declaring her pleasure with loud rapid moans. Rarity felt Fluttershy's vagina squeeze her finger tight as it worked back and forth. She graciously let Fluttershy ride her orgasm to completion. Fluttershy's legs trembled, her voice went up an octave, and her mouth opened wide as her moans turned into a sort to whine.
As Fluttershy calmed down, she hid her face in her hands.
"I'm sorry," she muttered through her hands.
"Whatever for darling," Rarity asked as she pulled her finger out.
"I got a little too excited didn't I?" Fluttershy said sheepishly. "It's just that... I've never done anything like this before."
"It's okay," Rarity reassured her, "really, you were great."
"Well, really all I did was sit back and let you do all the work. Maybe I should, you know, pay you back?"
Rarity smiled at this.
"And what exactly did you have in mind?"
"Well, uhm, you could start by... you know, uhm, taking your clothes off."
Rarity kind of felt sorry for Fluttershy. She really was fighting her naturally reserved nature. She stood up and quickly removed her dress. It fell down to the floor so she was only in her underwear. She then took a broach out of her voluptuous purple hair and let it fall to her shoulders. Rarity removed her bra and slid her panties down her legs, standing before Fluttershy completely naked. Fluttershy looked at her in wonder. She was the most beautiful woman she had ever seen. Her face was perfectly rounded, her cheeks elegant and flush with color. Her breasts were nice and full, and her hips were deliciously curvaceous. Fluttershy bit her lower lip as she looked Rarity up and down.
"Okay, what next?" Rarity asked.
"Now..." Fluttershy trailed off.
Her heart was beating out of her chest. She felt an overwhelming desire to pleasure Rarity, but at the same time, felt her natural fear and apprehension take hold. After a few tense internal moments, Fluttershy finally went for it. She stood up and grabbed Rarity by the hips. She swung her around and sat her down. With her hands still on Rarity's hips she slid her forward so she was nice and exposed. Rarity started giggling and commenting on the sudden aggressiveness. Fluttershy barely registered the comments and dove her head between Rarity's legs. She kissed her between her legs and traced her tongue up her lower lips.
"Ooh that's nice," Rarity quipped.
Fluttershy dove her tongue between Rarity's inner folds and rapidly licked her up and down. Her vigorous tonging earned her a few moans in response. She continued rapidly lapping at Rarity's vagina as she reached up and grabbed her magnificent breasts.
"Darling," Rarity interjected.
Fluttershy suddenly stopped and looked up.
"It's not a race, you don't have to go all out like that. Slow it down and take your time," Rarity said lovingly.
"Oh, I'm sorry," Fluttershy responded.
"Don't be. Just think about how you would like to have it done to you."
Fluttershy thought about all the times she had played with herself. All those times she had imagined Rainbow Dash licking her between her legs.
Fluttershy soon changed her tactics. She dove her tongue back in, slowly. She caressed Rarity's lower lips. She delicately probed inside her, probing for the spots that she thought would bring the most pleasure.
"ohhh yes. That's it. mmmm." Rarity prompted
Fluttershy experimented, sticking her tongue in sideways and twisting it around inside. This caused Rarity to slightly gyrate her hips. Fluttershy was thinking of new ways to please her partner when she had a particularly good idea. She traced the tip of her tongue from one end of Rarity's slit to the other, eliciting a gasp from the fashionista. She then placed her lips over Rarity's clit and began sucking. Rarity shuddered under this new wave of pleasure. She grabbed her breasts and rubbed her nipples with her thumbs as she watched Fluttershy go at it. She sucked Rarity's clit, working her tongue over it at the same time. She then stuck two fingers into her vagina and felt it stretch as she entered. Rarity softly cried out.
"Ah! Celestia that's good."
Fluttershy worked up a quick rhythm, pushing into Rarity aggressively, whom began rocking slightly. She sucked and licked for all her worth as she really gave it to her. Rarity reached down and ran a hand through Fluttershy's hair. Fluttershy didn't let up until she felt Rarity's lower body clench up. An unusually high amount of fluid came from her slit as she climaxed. It coated Flutershy's fingers. She then pulled out of Rarity and moved up to kiss her.
"Oh yes. bring those to me," Rarity said. She grabbed Fluttershy's hand and stuck her index and middle finger into her mouth so she could taste herself. She was still moaning slightly as she licked and sucked on Fluttershy's fingers. She was a little surprised and turned on by this display of Rarity's. They both soon managed to squeeze onto the couch side by side. They lay there, staring into each other's eyes and occasionally kissing.
"Are you sure you've never done that before?" Rarity asked.
"Was I really that good," Fluttershy asked sheepishly.
"You sure were," Rarity said with a smile.
They both giggled and continued to cuddle as sleep came over them. After all, it was already very late at night. Rarity fell asleep with Fluttershy in her arms, more than content in the way things played out.
The End
Author's Note
I just wanted to thank a very special someone (you know who you are) for... inspiring this story. If you liked it, stay tuned for more.