Restless in Hoofington

Nightshade practically skips through the door to Autumn’s room, her tail wagging as she turns around and waits for the unicorn to catch up. Autumn is practically right behind her, giggling like mad as she closes the door behind them both. She pauses a moment, then quietly clicks the lock on the door. “Just in case.”

The thestral nods, bounding onto the bed and laying on her stomach, eyes glinting as she looks at Autumn. “I… I don’t even know where to start…”

“Just whatever you feel like doing,” Autumn replies with a giggle, hopping onto the bed with her. “We can cuddle; we can kiss; we can play around...maybe you can do that little ‘modeling show’ you promised.” She winks.

“I don’t think I have anything to wear like that, though… not even at my house.” Nevertheless, she leans against the unicorn, nuzzling and licking her neck.

Autumn nuzzles back, wrapping her in a hug. “Maybe not, but I’ve got some clothes stuffed away in my closet that I almost never wear...all I ever bother with are pajamas and the occasional dress for special events.” She rubs one hoof at the base of Night’s wing.

“I bet you look amazing in dresses…” Her wing extends as she lets out a few pants.

“I dunno...I like to think I look good in them, but I haven’t exactly made jaws drop.” She leans in and goes right to nibbling at the joint.

“Eep!” The batpony squeaks as her wings shoot out to full extension. She rolls over onto her side, forcing herself to speak. “Probably because I haven’t seen it yet… heh, deja vu right now…”

“I think I’d rather see you in one...and then help take it off, but that’s beside the point.” Autumn stops nibbling so that her marefriend can talk, but gives small licks every now and then along with the constant massaging.

Night keeps panting, petting Autumn’s mane gently. “So… what were those other things you said you have stashed?”

“Hmm...I can’t recall off the top of my head.” She smiles from the pets and nuzzles her hoof. “I do have some things I know we’d both enjoy seeing the other in...”

“Oh?” Night curls her body around her marefriend. “Well, that certainly sounds like somewhere to start… don’t know how long they’ll stay on though.”

Stopping with her massages and licking, Autumn hops off the bed. “We’ll see...” Smirking, she trots to the closet, swaying her hips as she does so.

Night lets out a playful growl. “Oh come on… I just want to pounce on you when you do that… claim that flank for my own…”

Autumn stops moving and bends down, deliberately waving her flank back and forth. “Too bad...my butt, my rules~” She grins over her shoulder.

“Maybe… but you’re definitely making me an enthusiastic player…” Her own rump raises into the air as her tail flicks back and forth.

Opening the closet door, Autumn starts rooting through it, only her back end visible as she goes right to the back depths, tossing aside a few formal-looking dresses and loose sets of pajamas. “What do you want to go for first? Cute, sexy, or just good-looking?”

“Well, all things considered… I think we can go sexy for now. I doubt I’ll want you to put on something else after the first set anyway. We can do more some other time… is that okay?” she asks, wanting to make sure she wasn’t crossing a line.

The unicorn smiles. “I have no problem with that.” She rummages through some more until finally coming out, a large paper bag in her magic. “Go ahead and put this on. I’ll look away. I want it to be a surprise.”

“Huh?” Night looks in the bag, blushing as she rummages through it. “Oh my… why do you… this is… wow…” She sets it down and steps off the bed, starting to slip everything on after the unicorn turns away and covers her eyes. “I never thought of wearing something like this outside of hormone dreams… I hope I don’t look silly…” She pulls on the rest, turning to the side and striking a small pose in her new pink ‘sexy nurse’ outfit, complete with white stockings and lingerie underneath. “Okay… you can look…”

Autumn swiftly turns around, excited. Upon seeing her marefriend in such an outfit and pose, her face goes bright red and she gasps. “W-Wow...you look...” She trails off, unable to come up with a good word to describe the sight.

Night blushes, looking down and turning away, not realizing what the outfit looks like from behind. “It looks good… right?”

When she turns away, Autumn gasps again and has to sit down, unable to look away. “Looks...a-amazing...” She’s starting to breathe quickly, taking in the sight. After a second, she stands up again and begins to shakily walk over.

Looking over her shoulder, Night still blushes. “Thank you…” She blinks as she sees the unicorn getting closer.

Without warning, Autumn wraps her in a hug. “So...amazing.” She licks the thestral along the neck.

Night shivers, her wings spreading halfway. “Autty!” Still, she leans into the hug, nuzzling as best she can from this angle.

Autumn giggles. “You were right...sexy was the best choice. I already want to take it off you...well, maybe just the dress itself...” She nibbles Night’s neck playfully.

Neck leans her head away, giving her more neck to nibble. “Well, if you do that… I could model what’s underneath for you…” She blushes more at the thought, but her tails wags in excitement.

The unicorn perks up, slowly grinning. “...yes. Please, please, yes?” She gives the batpony her best begging face. “Pleeeease?”

“Okay, okay…” Giggling, Night faces Autumn once more. “But you have take the dress off me.”

“Deal.” Taking the collar in her mouth, Autumn begins to gently tug the article of clothing up and off, deliberately not using her magic so she can get up close.

Bending her head down, Night lets the dress slip off her. This leaves her standing there in nothing more than stockings and lingerie, the latter of which only amounts to some lacy panties attached to a bra for her teats; still far more than most ponies wear.

Once she’s taken the dress off of her marefriend, Autumn glances at her to see how she looks now. The dress falls from her mouth as her jaw drops. “...o-oh...”

Feeling the clothing hug her, Night giggles nervously as she backs up a pace. “So, I’m supposed to model, right?” Putting a certain sway in her hips, she struts away from the unicorn, tail swishing back and forth.

Autumn can’t help but stare, mouth still wide open as her eyes follow the rump in front of her. She tries to speak, but can’t form a coherent word, let alone sentence.

Night turns around, strolling back up to Autumn with a burning blush, but half closed eyes. She keeps walking until her face is an inch from her marefriend’s, just staring into her eyes. “How’d I do?”

The unicorn stares back, mouth still open, until she finally speaks in a quiet voice. “...I kind of wish...you could just wear those all the time.”

“But then it wouldn’t be special… right? They’re for nopony else but you…” Night gently presses her lips to Autumn’s.

The unicorn is more than happy to return the kiss, deciding she doesn’t need to really answer that question. She opens her mouth to allow the thestral’s tongue access. Night obliges, remembering how good it was last time and eager to feel it again. Her tongue eases into her marefriend’s mouth, dancing with her own as they stand.

For several minutes, they continue like that, until Autumn slowly pulls away just to dive for the batpony’s neck, giving it a long lick. Night freezes, stretching her neck languidly as she lets out a happy moan.

Autumn smirks, giving another lick as she slowly starts to walk around her. Once she’s close enough, she gives Night’s cloth-covered rear a soft pinch.

“Eek!” Night squeaks as she does a small jump forward, budging Autumn’s bed. Still, she doesn’t turn away, looking over her shoulder and giggling. “Aren’t you cheeky? Pun not intended.”

Autumn sticks her tongue out. “This type of clothing is meant to draw attention to the covered areas. I’m just showing it some attention.” She pinches again before rubbing it gently.

Night shivers as her tail raises, the mare herself blushing and ducking her head. “I think it likes it…”

“Well, you tell me when to stop.” She giggles, licking the thestral’s neck once more before continuing to massage her rump. “Otherwise I’ll keep this going all day.”

“As much as I’d like that… and I’m really liking this...” She giggles. “I want to make sure you feel this good too… fair is fair.”

Autumn frowns. “I’m not going to just stop right when I’m getting into it.” She goes back to smiling. “Two more minutes?”

“Okay… but I’m getting you back for all this, just so you know.” Her tail wags nonetheless in it’s raised state.

“Relax. I just want to make sure we’re back to square one before we continue.” The unicorn giggles as she lights her horn, unclasping the bra strap on the batpony’s back.

Night gulps as the fabric falls to hang freely, only held onto her by the two pieces connecting it to the band of the panties. Still, her teats are out for the world to see, should it look.

While the world doesn’t necessarily look, one certain blue mare sure does, and she blushes immediately but doesn’t lose her smile. “I was wondering when I’d be able to get a good glimpse of those.” Giggling, she goes for the final step, taking the waistband of Night’s remaining clothes in her teeth and slowly pulling them down.

Night freezes once more as she feels herself being fully exposed, her tail too raised to do anything and her clothing now leaving. She gulps as her most intimate of areas becomes unveiled right in front of the unicorn.

“Ooh...it’s like opening a birthday present.” Autumn smiles as she once again gives the cheek in front of her a pinch, this time with nothing in the way. “I can’t wait to play with it.”

The batpony lets out a small whine as she stands in place, clad only in stockings as she feels a warmth in her nethers. “Me neither…”

After one more pinch, Autumn walks back around to the front of her marefriend, smiling as seductively as she can. “So...you said something about getting me back?”

Nodding and panting, Night locks lips with Autumn again, pushing her back towards the bed. The unicorn gladly goes along with it until her rump is being pushed against the bed frame. Rearing up, Night keeps pushing, crawling over Autumn as she falls onto her back on the bed. Finally breaking the kiss, she smiles. “I think I told you once how my tribe likes to nibble…” She bends down to the unicorn’s neck, sharp teeth being surprisingly gentle as they nibble up and down it.

Autumn lets out a quiet moan, eyes closing in bliss. “Y-You did tell me that...and I see why you like it...”

Giggling, Night licks where she nibbled before moving south and doing the same to her chest, and even then, moving on and doing it to her cutie mark. Nip, lick, nip, lick. Always the same pattern and always gentle.

The unicorn’s reactions only escalate the lower she goes. At her neck, she mostly hums in pleasure. At her chest, she gasps and seems to shiver in delight. But once the thestral’s mouth touches her flank, her eyes shut and she lets out a loud moan, body going stiff.

Night raises her head and ears at the sound, hoof rubbing the mark on her flank. “Wow… did you really like that? It sounded like when you nibbling my wing bases…”

Autumn nods, breathing heavily. “M-My flank is...pretty sensitive...” She smiles. “In a good way, though...”

“Heh, looks like I found a good spot to pay you back for all you did for me.” She moves once again downward, nibbling more on her cutie marks but not bothering to lick now.

The unicorn moans again, kicking her back legs a bit. “N-Night...that’s not f-fair...” Despite her protests, she has an obvious smile on her face along with her blush.

“Hmm? What part of this isn’t fair?” She gives a long lick all the way up her flank, still having not looked between them.

“I...oh~” Autumn moans once again, eyes closing. “...again...”

“Well, if you say so…” Night giggles mischievously as she nips again, one hoof drifting down and finding her tail, pulling ever so slightly. The unicorn gasps, her body tensing up before relaxing as she lets out a quieter, but longer, hum of pleasure. “Wow, you make all the cute and sexy noises, don’t you?” Hesitantly, Night nips again, but this time halfway to her inner thigh.

“I just...ah~” Whatever Autumn was going to say is cut off by her own sound of enjoyment. Her back legs kick slightly.

Pausing, Night glides up her marefriend’s body again. “Well, you were nice and let me talk, I’ll do the same for you.” A hoof draws small swirls on the unicorn’s belly.

Autumn gulps before she manages to speak. “...y-you’re really good at this...”

“I’m just doing what feels good… to me and you. That’s how this is supposed to work, right?” She leans down, kissing her once more.

She smiles. “That’s right...” She nuzzles her. “Though...how far do you want to go with this? It’s only the first time for us...”

“I dunno…” Night nuzzles her back. “It all feels so good… and it makes you feel good… I don’t really want to stop. I mean, I’m nervous, but it’s you so I’m excited. I mean… I let you undress me, and you stared… and I liked it… and I’m rambling…” She giggles, nibbling her neck again to shut herself up.

Autumn smiles, pulling her into a hug. “I like it too...I just don’t know how far we plan to take it tonight. I mean, we’ve only been together a day, and nopony else even knows about us...” She blushes. “And I don’t know what we’d do if mom overheard us...”

“That would be embarrassing…” The thestral blushes as well. “I mean, I know we don’t have to go all the way tonight, but… is it bad that I still want to do more? I just feel like I’m coiled up… and I just… I don’t even know.” She once again kisses Autumn, trying to convey what she means.

The unicorn just kisses back, saving her reply for when they eventually break away. “I don’t mind going further...it’s up to you when we stop.”

“Heh, okay… so, what do you want to do now then? We seem to just be taking turns making each other squirm.” She growls playfully. “Not that I mind that.”

Autumn giggles. “We can keep going with that, but get a little more...intimate...” She leans up and licks the batpony across the cheek.

“Does that mean you’re taking your turn then?” Night licks back, smiling.

The unicorn responds by grabbing Night in her magic and flipping over with her so that she lies on top, the batpony beneath her. “Mm-hm.”

The emerald-maned mare blushes, her forelegs folding on her chest. Suddenly being on bottom has her smiling shyly at her marefriend.

“Aww, what’s wrong?” Autumn coos, nuzzling her. “Not used to this?”

Nodding her head, Night squirms. “Yeah… like a lot of stuff today, it’s new, but exciting.”

“Well, don’t worry. I’ll go gentle.” Lowering herself down so she’s practically lying on the thestral, their chests touching, she grins. “Unless you don’t want me to, that is.”

Blushing harder, something she didn’t think she was capable of doing, Night speaks quietly. “Gentle please…” She shivers in anticipation.

Giggling, Autumn lowers her head down and licks the batpony on the neck before starting to trail down, moving onto her chest and stomach. She keeps going in this direction, slowing down near her target to glance up at Night’s face as if for confirmation.

Somehow between her eyes closing and panting breaths, the thestral looks down at her marefriend’s face. Seeing her pause, she squirms once more, nodding her head and motioning for her to continue.

Autumn smiles and picks up the pace again, licking down to between the batpony’s hind legs before ending her journey, proceeding to lick in circles around that area.

Leaning her head back, Night lets out a quiet mewl as her hindlegs twitch. Her hooves grip the sheets as she tries to steady herself. “Autty…”

The unicorn giggles. She licks around the petals a couple more times before flicking her tongue directly across it. The thestral’s whole body flinches as contact is made, her breath hitching as her eyes go wide. Still, after a moment she relaxes once more, hoping the blue mare does that again.

As if reading her mind, Autumn repeats her action, making it last longer this time. As she does, she uses one hoof to stroke the side of the mare’s flank. “Liking it so far?”

“Yes, yes… oh yes…” Night pants, giggling in between breaths. “It’s like… woah…”

Smirking, Autumn goes a step further, positioning her tongue right at the entrance of her marefriend’s flower and slightly pushing it in.

Letting out a long high-pitched sound, the batpony covers her mouth with a hoof. Her hindlegs raise up and curl around the unicorn’s barrel, keeping her where she is as she feels intense heat flush her nethers. She calms after a few moments, speaking shakily. “Autty… I can’t… I might… you’re too good at this… I might… in your face…” She hides her eyes with her other hoof.

Autumn retracts her tongue for a moment to speak. “That’s a risk I’m willing to take.” Grinning, she sticks it back in, twirling it around inside.

Muffling herself again with one hoof, Night squeals, her other hoof darting down to Autumn’s head and resting on the back of it as her back arches. Fireworks explode in her head and lower as her legs lock up. Her whole body feels like some sort of wonderful combination of tension and relaxation as she rides it out, feeling something shoot out of her.

The unicorn doesn’t give up, continuing to lick in small circles as her marefriend releases. Once she doesn’t feel anything else coming out, she pulls back and begins wiping her face off with her hoof, occasionally licking at the sticky substance. “Well, you’re certainly quick on the draw.” She giggles.

Panting as she lays flat, Night lifts up a hoof. “That’s what happens when a weapon isn’t fired for more than… ten times total, and none within the last year.”

Finishing cleaning off her hoof with her tongue, Autumn smiles. “Well, you definitely kept it loaded all the way.” She lies down beside the thestral and snuggles against her. “Don’t tell me you’re worn out just from that.”

“I’ll be fine in a moment… it was just the most intense thing I’ve ever felt…” Holding Autumn close, the thestral nibbles lightly on her ear, speaking between bites. “Not sure… I can measure up to that.”

The unicorn giggles from the nibbles. “Don’t worry...I don’t have any past experiences for you to live up to, so however you do it, it’ll probably be the best I’ve ever felt.”

Pausing her nibbling, Night looks at Autumn curiously. “Wait… have you never…” she motions south on both of them. “To yourself?”

Autumn blushes. “W-Well...sometimes...but only in heat, to keep myself calm.”

Nodding understandingly, Night starts nibbling on her neck now. “I get it. That was really the only time I did it too… well, except for my last few where I’ve been trying other things. I just felt like I wasn’t in control then.” She pauses for a moment. “Well, I guess now we could help each other when they come around in like a month, so that’ll at least be nice instead of torture.”

The unicorn giggles and nods. “True...though I hope that isn’t the only time we’ll get together like this.”

“Of course not!” The thestral lifts herself up and straddles Autumn, leaning down and kissing her deeply. When they finally come up for air, she smiles, nuzzling her. “This’ll happen whenever we want it… speaking of which… am I right in thinking you want it now?”

“Maaaybe...” Autumn smiles. “Whenever you feel like it, really. I know this is new for us both, so I don’t want to rush you.”

“I don’t think that will be a problem.” Night giggles knowingly, giving her one last neck nip before gliding down her chest and beyond, one hoof trailing through the blue coat as her breath wafts over it. She pauses above where Autumn did, looking at two blue mounds there before looking back up at her marefriend’s face.

The unicorn giggles. “It’s not a museum display. You can look and touch.” She sticks her tongue out playfully.

Looking back down again, Night nuzzles the soft peaks, sticking out her tongue and giving one a light lick. Autumn shivers in pleasure, giggling again. This only encourages the thestral, who wraps her lips around a perky peak and sucks lightly.

Moaning lightly, the unicorn shuts her eyes, her body twitching a bit as her smile grows wider. Night parts her lips, giggling. “This is a little strange… but I still like it, and so do you.” She nuzzles and licks the mounds once more before moving on, finally gazing at what she had avoided so far. One hoof raises and gently brushes down the slit. “...I feel like I should say something romantic but… I can’t think straight easily right now…”

The unicorn has already gone stiff with tension, breathing heavily. “N-Neither can I...m-maybe we don’t n-need to say anything…?”

Nodding silently, Night puts her hooves on either side of the entrance and pulls, revealing the pink inside. Reverently, she sticks out her tongue and gives the petal a long flat lick from top to bottom.

With a squeak, Autumn tenses up her hind legs, bringing them up a bit to either side of the thestral’s head. Her eyes close slightly as though she’s in a daze, which she might as well have been.

Seeing two targets, the nub above and the hole below, the batpony goes for what her marefriend had. Narrowing her mouth muscle, she squirms it slowly inside her passageway. Autumn gasps, her breathing picking up pace as she waits in anticipation, her back leg starting to twitch. Night probes deeper, her tongue wider the more goes in. She writhes it around inside, trying to touch every last inch she can while driving Autumn crazy.

She is clearly succeeding in her goal, judging by the unicorn’s reactions. Autumn continues to moan as her leg twitches faster, her eyes shutting completely. She feels a warm buildup she hadn’t noticed before down where Night is, and before she can get out a coherent warning, feels it all burst out.

Feeling a warm liquid flow around her tongue, Night laps it up. Due to this, she ends up drinking a bit more than expected, but nevertheless, when she finishes, she looks up at Autumn with a goofy face. “Did I taste that good?”

The unicorn is no longer tensed up and is instead lying limply, breathing heavily as she tries to focus. “I...” She grunts as she starts trying to force herself to sit up. “Huh?”

“...” Night stays silent for a moment before giggling, crawling back up Autumn’s body until they are face to face. One hoof lags behind, playfully toying with a mound as she speaks. “I said… did I taste that good? Because you did…”

“Oh...” She squirms a bit, giggling. “You definitely tasted better than I expected...”

“Glad to hear that…” The thestral nuzzles her, hoof coming back up as she embraces the unicorn. “You were my first, you know… and I’m glad it was you…”

Autumn smiles, hugging back. “Same with you.”

“Hey, umm…” Night nuzzles her again as she speaks. “I can do you again if you want… but I think I’m good for tonight… I think after so long of nothing, if I went off again I might pass out… and I want to cuddle.”

“I’m fine with just some snuggling,” the unicorn responds. “Besides...I was trying to keep my voice down, and I don’t think I could manage that if we did a round two.” She giggles, nuzzling the thestral’s chest.

“Yeah…” Rolling off the unicorn and onto her side, Night keeps them close. “Heh, I wonder how crazy we’ll get if we have the house to ourselves…”

Autumn blushes. “I don’t know if I’m anxious or scared to find out.”

Wrapping as much as she can around the unicorn, Night licks her before responding. “You don’t have to be scared with me… I don’t care how cheesy that sounds, it’s true.”

The unicorn smiles. “Alright then...” She cuddles closer, yawning.

One wing stretching towards the covers, Night giggles as she thinks of something. “We didn’t just scar Dizzy, did we?”

“Night...he’s a teddy bear.” Autumn looks slightly bemused. “I’m not that childish.”

“Oh, fine…” She pulls the covers over them up to their shoulders. “...it occurs to me I’m still wearing the stockings… should I take them off?”

“Only if they get uncomfortable for you.” The unicorn smiles, nuzzling her. “Feels weird to sleep naked...”

“Why?” Night giggles, gently scraping her fangs down Autumn’s neck as she whispers sensually. “Afraid now that we’re together, we might be… tempted? Because you might be right.”

Autumn twitches a bit, whimpering. “D-Didn’t you say you’d rather just cuddle now? You’re gonna get me excited again...”

“Okay, okay, I’ll cool down…” She pulls her into a soft kiss, letting it last well over thirty seconds before breaking it. “So, wanna tell me now why it’s weird, my naked pony?”

The unicorn giggles. “I’ve just never slept this way for as long as I can remember...I got into wearing clothes to bed when I was young, and I just never grew out of the habit.”

“Well… think of me as your clothes for the nights when we’re together.” Night giggles. “I keep you warm by pressing myself against your soft coat, and when you wake up you’ll wonder how you ever slept without me.”

Autumn smiles. “Sounds good to me...” With another yawn, she snuggles closer against her marefriend. “I’m already wondering how I got by without you.”

The thestral smiles softly, resting her forehead against the unicorn’s as she closes her eyes. “Same… goodnight, Autumn…”

“Goodnight...” Autumn closes her eyes as well, ready to let sleep take them both.