"Oh, I really hope you and Twilight have a good time." Fluttershy weakly said, in her ever so soft tone that could lull a filly to sleep. Rarity always enjoyed seeing Fluttershy happy, she always seemed to contain excitement very well. Actually, now that she thinks of it she does a good job at hiding most of her emotions. Of all of her best friends Fluttershy was the hardest to read.

Rarity felt a light breeze flow through the window, it was a rather cloudy spring day and was moderately warm; wasn't too cool either. As the breeze danced across her face she closed her eyes and caught a whiff of the smells inside of Fluttershy's cottage. It smelled very lightly of jasmine and summer lilies. One would think that her house would smell of wet animal hair and Celestia knows what else, but no, it smells of the great smells of summer. No matter how much she tried Rarity could not make her boutique smell this pleasent. She felt at home and she could just melt her day down into a mid afternoon nap on a sofa with a steaming hot cup of a mocha latte on a stand nearby.

But she had plans this day, and for the next following weeks. She cleared her throat quietly and tapped her hoof on the cat carrier on the floor next to her chair, as she tapped the carrier she said lightly and as courteous as she could, "I am just grateful that you will look after Opal while we're gone."

"Oh but, where will Sweetie Belle be staying while you're gone?" Her tender and mother like tone sent out waves of nostalgia as she remembered her own mother's soft tone. Rarity replied after a moment to gather her thoughts, normally she wasn't this distracted but she was just so excited and tired at the same time. Twilight and her were planning this trip for months, just the two of them visiting the areas of Canterlot that neither of them looked at. She was tired because she had to make up three weeks of business so she would not return to a pile of work, again. She would only sleep for three hours, on a good night, most of the time she would remain sleepless. But she was glad that she could enjoy the next three weeks of relaxation and clarity of mind. She quickly came back out of her thoughts and said apologetically, "I'm sorry darling I got distracted. Sweetie Belle will be spending the remainder of the vacation over at Sweet Apple Acres along with Scootaloo and Applebloom. You need not worry about her Fluttershy, you already have enough on your plate."

Fluttershy gave a sheepish smile and said softly, "Well...I won't keep you then. Enjoy your vacation Rarity."

Rarity waved a hoof as she left the quiet cottage at the edge of Ponyville. As she walked on back to town she couldn't keep out of her mind the amount of joy that they both will feel from this trip. But Rarity caught the undertone of something beneath the fantasies. The undertone of something deeper than just a vacation with one of her best friends, she shook her head violently and said to herself, "Come one Rarity that's just your unsleeping feelings talking to you. It means nothing, just a vacation with one of your closest friends. Nothing more."

After about twenty minutes she found herself back in Carousal Boutique, the lush and vibrant wallpaper greeted her warmly as she sauntered over to her luggage near the kitchen. She needed some coffee to ease her troubled mind. She walked over to her tea kettle and poured hot water in her favorite mug, using her magic she opened one of the bright white cupboards and sifted through the contents and pulled out a container of some kind. It was her favorite brand of mocha coffee, Equestrian Delights. She put five teaspoons of the coffee and creamer into the cup and watched as it slowly mixed together, she dipped the spoon into the hot liquid and began to stir sternly. She always put so much finesse and care into everything she did, making sure not to get anything wrong. She's been told that her coffee is better than Starbits, she took the compliment warmly but she knew it wasn't that good. It was good enough to satisfy her weary mind in situations like this.

As she stirred she listened to the slow and steady rhythmic sound of the grandfather clock in the corner of the room. She leaned back and saw the time on the clock. 4:30. She thought to herself, I'm not expecting Twilight for another hour and a half. I hope I can find something to do until then.

Finally the liquid changed to a dark brown color and the smell of chocolate filled her nostrils. The sweet smell of the dark candy filled her with a steady and much needed warmth. She took in the sweet smell again and brought the warm liquid to her lips. It raced down through her mouth and spread through and down her gullet. The warm liquid made her nerves settle almost on the spot and the headache she had acquired earlier was now settling back down and disappeared. After another swallow she let a satisfying 'Ah' escape her lips. She walked out into the living room and passed a mirror. She stopped to look at her reflection. The same cool gray colored mare, dazzling with makeup and her mane and tail, she noticed, were not the same wavy and curly shape. It wasn't muffled or rough, still the soft silky luminescence but it was straighter. Less stylized and more on its own, it was in this time that she truly saw her mane and tail at its full length. It almost neared the exact length of Fluttershy's but it looked shorter and, to her, it caught her eye more giving her a bright glow.

She looked closer at her makeup and everything was as it should have been. Her eye shadow, eyeliner, her light blue smoky eye. Everything was perfect, accenting her face very well and seemed to heighten the color of her azure blue eyes. This was not a new look for her, she always seemed to have this amount of makeup on at all times. Despite what emotions she feels. She stepped back and saw her full body in the mirror, she moved and posed looking at all corners of her shapely body. She always made sure to get the right amount of exercise in so she can maintain a beautiful shape. Then she remembered the countless amount of suitors she had went through over the years, most did not fit into her quota or they were not as she hoped they were. She leaned back and continued on into the decorated living room. Everything elegantly made and the pale sky gave the room a darker look and it felt more tranquil and relaxing. Most of her rooms tended to do this, reminding her of Alexandrite, one of her favorite gemstones because of the fact that under different lights it changes color. She rested softly on the satin sofa she was so connected to and took another sip from her coffee. She settled in nicely and she closed her eyes to concentrate on something. She felt her magic activate and after a few long moments she opened her eyes and saw levitating in front of her was a book. The title read, "Motionless in the Dark."

It was a horror novel that she greatly enjoyed. She always read books like these when she was unsettled. Whether it be work related stress or from her sister or her friends. They just seemed to calm her down and let her mind focus, she rested the book in her lap and opened to her marked page and began to read where she left off, Steadily she moved on into the darkness, not knowing what had already moved into it and what nightmares awaited her when she entered.

Twilight finished packing her stuff into her saddlebags. The eerie dark grey glow from the sky seeped into the room and lit the room very lightly. She hasn't been able to keep out her excitement, she could barely hold herself. She looked around and saw all the volumes on the wooden shelves and the horse head in the center. She did not pack too much, just a few sets of clothing, some fragrance, and of course some novels she couldn't live without. Most were from her personal collection and one or two are personal picks from the extensive collection in Golden Oak Library. Twilight laced her saddlebags and looked at the clock and it read 5:45. Twilight winced and said to herself, "Fifteen minutes early. I'm sure Rarity won't mind."

She turned around and saw Spike standing there and he had sadness all over his face. Twilight smiled slightly and said, "Oh Spike, it's okay it's only three weeks I have full confidence that you'll take good care of Golden Oak and Owlicious."

Twilight pulled him into a warm hug and he said after a long sigh, "It's not that Twilight...it's just..."

Twilight pulled Spike away and said, "Oh. I see...you're going to miss Rarity."

Spike nodded sadly and Twilight lifted his head and said, "Don't worry Spike. We'll be back before you know it."

A reassuring smile crossed his face and his demeanor lightened up. She seemed to have that affect on her friends, it might have been her tender tone of voice or the way that her words carried. She had been practicing her royal voice, whether it was to reassure somepony with a problem or just talking to somepony. She tried to imitate her mentor's soft and caring voice but you can't imitate something that had been perfected over centuries. So she decided to add her own "flavor" to her voice. She levitated the saddlebags on her back and they weighed her down a bit but nothing she couldn't handle. She leaned down and kissed Spike on the top of his head and she said, "We'll be back soon."

She moved past him and her hoofsteps echoing on the hard wood floor. She stopped at the door and opened it very lightly with her magic. The door opened and she stepped out onto the dirt roads of Ponyville. She looked around and saw the atmosphere around the town was very negative and a little bit depressing. She moved through the streets with her hooves tapping lightly on the dirt covered roads. She held a small smile across her face as she walked on through the gloomy streets. After a few minutes of walking she found herself staring up at a large circular building a few stories high. It was always a marvelous to see on the outside, and the beauty on the inside. The rafters, the door, the shape of the walls, the wooden support beams. It all was so bright and vibrant even in such a dark evening. Twilight walked up the steps and tapped the door with her hoof. Twilight waited for a bit and finally the door opened and Twilight saw the bright face of Rarity, one of her closest friends. She swung the door open and said pulling Twilight into a light friendly hug, "Twilight! So good to see you darling! I wasn't expecting you for another ten minutes."

Her voice was so light hearted and melodic. She recognized the sound of her voice very well, a classic Canterlotian accent. But she gave it its own identity, Twilight couldn't put her hoof on it but she made it her own and it sounded perfectly unique all on her own giving Twilight the ability to immediately recognize it even in the most unfamiliar places. Twilight answered with a warm smile and said, "I finished packing early and decided to come on by. I hope it's alright, I don't mean to impose."

"Oh don't be silly darling," Rarity waved a hoof as she said, "Tis' better to be early than late..."

Her sentence was cut short by a large thunder strike. It jolted both Rarity and Twilight, making them focus up at the sky. Finally after a few moments it started to downpour, it didn't start light like normal rain. The sound of the raindrops crashed against the roof of the boutique and reverberated on the dirt roads. Lightning struck in the distance and Rarity threw a hoof on the ground in frustration and hysteria, "Oh no! Rainbow said that there wasn't supposed to be any rain for the next few days!"

She focused on her wet friend and said putting a hoof on her shoulder, "Oh, come inside darling you wouldn't want to catch a cold."

Twilight followed Rarity inside and she said as her mane was dripping to the ground, "I hope it doesn't last long."

Rarity didn't answer she levitated a soft cotton towel into Twilight's hooves and said, "Dry yourself off. I'm going to check the radio."

Before she started drying herself off she took in the boutique. It always smelled of chocolate and vanilla, which made a beautiful mulatto smell, the colors were so bright and vibrant despite the darkness of the storm outside. She adored the detail in the rugs, carpet, and overall architecture of the boutique. Twilight looked back and saw that Rarity closed the door and flipped a sign on the door from "Open" to "Closed". Twilight started drying her hooves and soon followed Rarity into the kitchen, drying off her wings and mane next. She past many wonderful decorations and other things as Rarity sifted through her cupboards and finally pulled out a small faded blue radio. Rarity plugged it in and turned it on. It began to hum and fizz as she turned the knob and moved it to the right channel. Rarity stood in the center of a counter on her left and another on her right. She stared and listened to the radio that sat on the granite counter top.

Rarity felt heated frustration rise through her core. She was not going to let a thunderstorm ruin this trip. She found the right channel and stepped back and listened intently to the sound of a stallion saying,"...And now onto the weather. We have just been informed by the Cloudsdale Weather Ponies that it appears that they are trying a new form of rain cloud that should make the crops grow at a much faster rate. Now they did not test this cloud before releasing it into the skies, so for the next few days there will be rain. For now it is starting out as a violent thunderstorm, we advise that everypony should remain indoors. Any and all outdoor activities, vacations, or otherwise should be cancelled until further notice. Now back to Ruby Star for the headlines..."

Rarity turned it off and said under her breath, "Well that is just great...we have been planning this vacation for months."

She paused and collected her words before she spoke again, she never felt so angry before. She cleared all forms of frustration from her face and looked over at Twilight. She finished drying off and saw that her mane was a little rough, but it was in a way that greatly amplified her beauty. Every inch of her face sprayed glorious beauty at Rarity, she always had a sense of admiration for Twilight's beauty and how she barely needs to try to look so good. She smiled and thought to herself,'Stop it Rarity. This is your friend, you would never think of such things on your friends.'

The way that her mane flowed down from her head was so elegant. Colors contrasting and accenting each other expertly. She found herself staring and slowly shook her head and felt a wave of warmth enter into her stomach and slowly pass through other parts of her body. She said with a smile, "So...You obviously can't find your way back home tonight so you are welcome to stay the night over here."

Twilight smiled sheepishly and said, "Well...I can't possibly..."

"Oh don't be silly Twilight. I insist."

Rarity returned the smile keeping her tone and face as even as possible trying to not to reveal what she was keeping inside of her. Their eyes tried not to meet together and Rarity said looking at her, "So...can I get you anything. A drink? Something to eat?..."

"Wine. Please." Twilight answered briskly. She noticed the look on Rarity's face and it was surprise. No doubt she was astonished that Twilight even knew what wine was. Twilight answered her look and rubbed her hoof on the ground nervously, "It helps me calm down. I especially have glass on a day like this."

Rarity dropped her look and it returned to the same light hearted face that Twilight has come to recognize and love. The way her mane was and the color, it just gave her a certain radiance that Twilight always admired from afar, she would never reveal her true feelings about her, she said, "Alright. Red or White?"

Twilight answered, "White."

Rarity nodded and she moved to the other counter and looked through the cupboards. Quickly she said to herself, "Oh wait. I don't keep the white wine here."

She closed the cupboard doors and thought for a moment and finally leaned down and bent over looking into another lower cupboard. Twilight's eyes widened as she saw a full view of Rarity's elegant and shapely flank and back legs. Twilight moved her gaze around every inch of Rarity's back side, her coat looked so soft and well groomed. Her muscles expertly toned and shaped to perfection, every inch that she stared at was so exquisite that she bit her lower lip in arousal. Her flank especially the most toned and the most shapely part of her, so round and smooth. Rarity always had the thin shape of a model, in every motion she carried so much elegance. She slowly swished her tail back and forth, slightly revealing the sight of her pink marehood. Twilight said keeping her tone as normal as possible, "I...I'm gonna wait in the living room..."

She paused and waited for an answer. Finally after a few moments Rarity responded, "Yeah of course darling. Make yourself at home."

Twilight walked away and sighed when Rarity was out of earshot. She pressed her hoof on her muzzle and could feel herself blush with embarrassment. She always had hidden feelings for Rarity but she did not know if Rarity would even be interested in dating a mare; let alone one of her best friends. She felt this way ever since the night at the gala. Twilight could barely contain herself Rarity looked so beautiful. That night she even had fantasies of her and Rarity, slowly but surely taking their time in pleasing each other. Taking off each other's dresses very slowly and exploring each other's...depths. Twilight even had lustful dreams of her and Rarity, each one more hot and arousing than the last and way too many to count. She just didn't know how to approach Rarity like this. She tried to bring this up to Applejack or Rainbow Dash because they are dating each other now; on and off dating to be specific. Twilight was just worried that if Rarity didn't accept her...she didn't know what it would do to their friendship.

Twilight sat on the soft satin couch and got comfortable on the far side of it and tucked her hooves underneath her chest and body like a cat. She waited patiently for Rarity who brought out a large glass wine bottle with a white label on the front. The label had a picture of, what she suspected, was a wine vineyard. The name of the wine was Gallo Family Vineyards. Underneath that was something that read "Lusciously Sweet."

'That ain't the only thing', Twilight thought. Then casually cleared her throat, hoping Rarity didn't look into her eyes. Rarity said as she set two wine glasses on the coffee table and said, "I apologize darling, that I took so long finding this."

She watched as the light green almost white liquid slowly poured into the wine glasses. Rarity poured both at the same level, about half way, and levitated it over to Twilight. Twilight grabbed it with telekinesis of her own and stole a quick sip of the wine. Most of the white wine that she drank was normally still and very dry. But this was bubbly and sweet on the tongue. As it cascaded on her tongue and swallowed she tasted peach, various other citrus flavors, and honey. She took another sip, this one larger than the first and swallowed with a satisfying 'Hmm'. She never tasted sweet wine before, she felt her muscles loosen and become less tense. Rarity took a sip of her own and sat on the other end in a comfortable position of her own. Twilight said after another sip, "So...why are you wearing your mane differently?"

Rarity moved her hoof and brushed it through her mane and said, "Why? Do you not like it?"

"No." Twilight replied with a shake of her head, "I'm not saying I don't like it, I'm just wondering why."

She brushed her hoof through her mane again and looked at Twilight and said, "Does it look good?"

'You have no idea how sexy it looks on you Rarity.' She thought to herself. She left that to her imagination and replied, "It does. It adds to your beauty a bit."

Rarity blushed slightly and said before taking another sip of her wine with a smile, "You flatter me Twilight."

Twilight took another sip of her own and noticed that it was gone. She said drinking it down, "Wow this is really good. What kind is it?"

After her light sip she said, "It's Gallo Family Moscato. One of my personal favorite wines, specially made from a mare I know in Manehatten. Pink Champagne. Makes the best wine I know. I was actually one of her first patrons and first tasters of her wine and champagne. The poor darling was so nervous."

Twilight found herself staring at Rarity's lips as it made contact with the elegant wine glass. They were so thick and she started to fantasize on how soft her lips might be. It wouldn't be her first time kissing a mare, being the student of Princess Celestia she found many a suitor in her earlier years. Mares and stallions alike. She quickly stopped staring and held her glass out for another fill, the wine wasn't that strong and she wasn't new to wine either. Rarity poured another half full glass of wine for Twilight. After pouring it Rarity refilled her own glass.

Twilight took another sip of wine and realized she ran out of topics for small talk. She didn't want to make the situation anymore awkward than it already was with Rarity's sexy shapely body. She stood out against the red satin couch and Twilight finally realized that she was as well in her favorite afternoon robe she loved to lounge around in. It was a light red color with a light pink border around the sleeves and edges of it. It looked very loose and light, the robe didn't help to counter act Twilight's utter arousal of Rarity.

She cursed the words as they came out, "So...how goes finding a proper suitor?"

She closed her mouth and looked downcast, she felt her words like poison. Twilight never hated anything that came out of her mouth, most of the time. She usually wasn't as nervous or distracted, but just being near Rarity she felt more open. Rarity saw the look on her friend's face and said, "I can see that you are uncomfortable asking me a question like that darling."

Twilight let out a very small sigh of relief and took a large sip of wine. Rarity continued in a woeful tone, "Alas I have been unsuccessful. Three over the course of the year alone."

Twilight watched as her expression grew a little bit darker as she continued, "They all ended the same way. Them standing me up on the third date...(sigh)...I don't know what I'm doing wrong Twilight," Rarity rubbed her hoof against her forehead and dropped it and looked into Twilight's eyes. Twilight saw gloominess in her eyes, she never saw Rarity get to sad. Sure she had seen her get upset from time to time but this was pure bitter sadness. Twilight shifted per position to propping herself against the back and arm of the couch. A long moment of silence ensued before Rarity continued, "I think I'm starting to get older."

Twilight shot her head up and said, "No..."

Rarity raised her hoof and moved her head to the side and closed her eyes, she stated in a depressive tone, "No. Twilight. It's true, I'm losing my youthful vigor. I'm just getting older and I'm starting to slowly lose every bit of trying to maintain a proper relationship."

Rarity set her glass on the coffee table and to Twilight's surprise she fell into her friend. She was surprised but she caught Rarity in an embrace and tingles went through her body and she used every fiber of her being to not give into her lustful desire. She held Rarity close in a warm and friendly embrace and Twilight said in her soft and caring princess voice, "No. I can tell you with absolute certainty that any stallion should be grateful to have a such a wonderful mare like you as their marefriend."

Rarity shifted her head on Twilight's chest and said after a sniffle, "You're just saying that...to make me feel better."

Twilight continued to say in her caring voice, it border lined towards lust filled in a second, "You just haven't found the right one yet. Cadance used to tell me that love works in mysterious ways, love controls you rather than you control it. You can't rush it, you can't avoid it. You just know, that you want to spend the rest of your natural life with that pony."

Rarity looked up from Twilight's chest and Twilight could tell from her look that it was all over. The rain kept the feeling even more unsettling than before. Rarity continued to stare at Twilight with a blank expression. Twilight continued with great emotion and looking into Rarity's bright blue eyes, "You're beautiful. You're entertaining to be around. The way you walk. The way that you obsess about every little detail. Everything. You are beyond what anypony would expect in a significant other."

Rarity wasn't sure how to feel about this moment. She felt so warm underneath Twilight's hooves, having her head buried in her chest. But what Twilight was saying and the emotion that carried with them just shocked her to her very core. Rarity knew it when somepony had suppressed feelings about her from the way they talked and how they lost themselves near her. It was something she had grown used to. But as she looked into Twilight's eyes and she never saw so much somberness in somepony before. She knew that Twilight was in love with her. After she finished, Rarity looked at Twilight with a blank expression. No emotion. No expression. Just a blank stare. Words formed into her mind but she couldn't let any of them free. All that escaped her lips were, "Twilight..."

Twilight closed her eyes and lowered her head in defeat. Rarity felt the air around them turn cold and it got unreasonably chilly. Twilight said in a soft whisper, "I'm sorry Rarity..."

Her tone was weak and broken; defeated one might say. Rarity couldn't stand seeing her friend like this. She never experienced being with another mare before, but the thought never escaped her mind. There was nothing Rarity could say that could fix the mood. But she knew what could.

Twilight store off into the darkness of her mind and imagined so many scenarios of how Rarity might react anger, frustration, further depression; and worst of all rejection. But at least whatever happened next, she would have closure. What she did not expect was the feeling of hot breath against her face and a pair of soft lips to greet her own. They sent shivers through her body, her eyes opened in surprise and watched as she saw Rarity's face against that of her own. Rarity's lips were softer than any mare that Twilight had ever kissed, and more arousing than just wild fantasies of scenarios like this. Rarity moved slowly and so did Twilight. Rarity moved her head in a rhythmic pattern as their lips danced against each other. After a few minutes of heated desire and passion Rarity pulled away and Twilight moved her eyes open and saw her look. Rarity said in a soft whisper, "How long..."

Twilight was not quick to answer as she was lost in Rarity's eyes. They were so serene and inviting that she could stare at them for days on end. She replied in a whisper of her own, "Ever since the night at the gala..."

Twilight moved in for another kiss and it was even softer and more arousing than before. More passion went into it and it was slower than before in between pants Rarity said, "Why...didn't...you say anything?"

Twilight moved her hoof on the back of Rarity's head and she felt the softness of Rarity's mane. Every inch of her seemed to be more beautiful now than before. Her mane and how natural she looked. She has said this in her mind so many times that night but it just amplified her beauty. Rarity always put so much effort and finesse into everything, including kissing. Bringing every minute detail that Twilight never thought about. She finally pulled away from the kiss and said, "I was afraid of your reaction. I always saw you with stallions, I didn't know if you were into mares or not."

Rarity and Twilight shifted into a more comfortable position. They now met eye to eye and on their sides on the couch, still mere centimeters away from each other. Rarity raised an eyebrow and said charmingly, "So Twilight Sparkle is a filly fooler... I would have never guessed."

Twilight blushed slightly and replied, "I had a lot of...experience being Celestia's student... sorry I..."

Rarity moved her hoof on Twilight's lips and slowly removed them. She leaned in and Twilight could feel her hot sensual breath falling on her face. She said softly and sexily, "You have no need to apologize darling."

Rarity pulled her hoof away from Twilight's lips and she leaned in again for another kiss. This was the first time she ever locked lips with another mare; a friend even. Twilight's lips were soft while a stallion's was rough and hard, very forceful. Twilight brought an amount of grace into her kisses, making each one special. As they remained connected at the lips they changed to their original position they started out in, but closer and they sank deeper into the sofa. Rarity felt so much lust and desire she could barely contain herself. Low moans of passion escaped her lips into Twilights. Their soft and tender bodies made contact and it sent small shock waves through her stomach and her chest, where they made contact. They continued to kiss and Rarity felt something wet and soft against her lips, it was Twilight's tongue asking for entry into her mouth. She never let a stallion do so, as she was waiting for the right one. She was grateful that she was asking and not demanding like some of the stallions.

Rarity answered and she felt Twilight's hot tongue work its way in exploring every inch of her mouth. Rubbing and licking around. Finally Twilight started licking against Rarity's own tongue, Rarity never wanted so much in her life. She had always been the giver, never the receiver. Still keeping their mouths conjoined they shifted their positions, Twilight on top of Rarity and Rarity on the bottom. Sinking further into the couch they continued to make out and Twilight started moving her hooves around Rarity's body. Twilight very slowly untied the pure satin rope around her waist and moved her hooves to Rarity's shoulders. She could feel levels of pleasure and lust that she never felt before, Twilight slowly pulled her robe at the shoulders and stopped half way down her arms. Their continued lapping of each other's tongues, pressing and caressing each other. Twilight slowly moved her hooves in a circle at her shoulders. Rarity never felt like this before, she regretted not doing anything to a mare. But then again it would ruin her entire experience with Twilight, her best friend. Twilight then started moving her hooves down her chest and started stroking slowly. With a loud smock Twilight stopped kissing her and Rarity found herself wanting more. Rarity opened her eyes and saw Twilight moving her hooves over her chest and stomach, Twilight watched as she worked her hooves around her soft chest. Rarity let low moans escape her mouth. Finally Twilight looked up and moved closer to her face and said softly, "You have no idea how much I've wanted this."

Rarity gave a sheepish smile and Twilight moved up and started kissing and nibbling her ear. Rarity had another, never enter her mind. She never had a stallion do that before. Rarity moved to let her head rest on the arm of the couch but they still seemed to sink into the couch. After lapping kisses around her ear she said whispering, "You're going to love what I'm going to do to you."

She let an aroused sigh escape her lips and could only imagine what would happen next. Rarity knew next to nothing about pleasing a mare, while Twilight was practically an expert in, probably, both mares and stallions. About twenty minutes into their love session and Rarity already knows a lot. Twilight moved her head at the base of her horn and Rarity felt her wet tongue start to lick the base of it. She giggled slightly and said, "That tickles..."

After a few seconds Twilight started moving her tongue up and down her horn. Rarity never knew how arousing and how wet this made her. She never knew how sensitive horns were. She started planting wet kisses and Rarity could feel herself start to get a little damp in her lower folds. Rarity said, "Not...stop...please..."

Twilight stopped and said, "Oh I'm sorry, someponies don't like that sort of thing. Was it uncomfortable?"

Rarity pulled Twilight down and locked lips again. After long wet kisses, leaving a single strand of saliva connecting them. Rarity said softly, "It was too comfortable."

After a few more wet kisses Twilight pulled back. Rarity kept her inches from her face and she leaned up into Twilight's ear and said softly, "Lets take this to the bedroom."

Rarity moved slowly up from Twilight and it was then that they both noticed that the shadows of the rain filled night did well to make each other more arousing. Rarity stood up and started walking on her hind legs. She pulled her satin robe off of her shoulders and was holding it with her forehooves. She looked over her shoulder and looked at Twilight and said softly, "You coming darling?"

She continued walking and let the robe drop to the floor and proceeded up the stairs. Twilight quickly stood up and followed the teasing white unicorn. Twilight started to notice that she wasn't just teasing, she was torturing. Rarity was over exaggerating her steps as she walked up stairs. Her flank slowly moving from side to side, complete in unison with her hips that moved slowly. Twilight could not help herself but stare at Rarity's perfect flank, again. And this time it didn't matter that she knew she was staring. Finally Rarity opened the door to a dark room. The only light came from the dark skies outside. It gave the entire room a soft blue glow. Rarity walked next to Twilight entering the room and brushing her body up against hers, her soft coat blissfully making contact with hers. Twilight couldn't help herself. She quickly grabbed Rarity and slammed her on the bed. Surprised but very pleased Rarity let it happen. Twilight hiked Rarity's back legs on her shoulders as she hovered over the white unicorn. Twilight looked down and got started.

She moved down slowly and began lapping around Rarity's soft chest and stomach with her tongue. Rarity felt more sensations she never felt and became more aroused than before, she had never seen Twilight be so demanding and forceful before. From this she could tell that she carried a lot of pent up emotion, and now she was releasing it. Rarity moved her front hooves and put them in Twilight's mane and started rubbing them around. Twilight held Rarity in her upper thighs with her front hooves and slowly moved circles around her cutie mark.

The dark blue radiance from the storm outside let the emotions around them continue to boil and fester. It livened the mood a bit and made each other more aroused and attractive. The shadows encasing over them intensified what was there and amplified the emotions. Rarity had her eyes partially opened and stared at the ceiling above her. She was in an unimaginable state of bliss. Twilight pressed closer to Rarity and moved her wet kisses to the base of her neck. She was loving every moment of this and never wanted it to stop. Rarity then felt Twilight start to go lower. She began licking and moving down to her thigh, licking and kissing her entire way there. Twilight sat up and rest her back leg against her chest and lapped around her hoof with her tongue. Rarity let satisfied moans escape her mouth. After a few wet kisses she moved back down and hovered above Rarity's marehood. Twilight continued to massage and caress Rarity's legs and flank. Twilight moved down and started long strokes with her tongue.

Rarity's marehood was already a little moist, which meant she enjoyed this almost as much as Twilight. As Twilight probed Rarity with her tongue she could hear soft moans escape her lips and she said softly, "Twilight...oh..."

Twilight as well felt Rarity moving her hooves through Twilight's mane. Moving and stroking her tongue along Rarity's cilt she could feel her tremble and her thighs gyrated uncontrollably, which made what Twilight was doing that much harder so she held Rarity's legs spread apart. With Twilight being an alicorn now her strength was increased by a bit, firmly holding Rarity's legs wide open, allowing her even more room to work with. After a couple seconds of that she submerged her tongue deep into Rarity's marehood and licked along the inner walls. Rarity's cries of pleasure increased and she continued to say under hot breaths, "Twilight...Twilight...OH..."

Finally it came and Twilight began to get a mouthful of the sticky love juices that she waited for. She took a large mouthful and before she did anything she thought of what she would do next. Rarity was a lady and no doubt would be offended if she just stood up and swallowed it. Then she felt Rarity's hooves grab her cheeks and pulled her into a kiss. Surprised Twilight opened her mouth and released the build up letting the contents spill out into Rarity's mouth. She hadn't expected Rarity to act to lustful like that. Rarity did her own probe work and worked her tongue around with more passion and finally pulled Twilight away and said, "That. Was. Amazing. I never felt anything like that before. I'm glad this was my first time, and I apologize that I can't...return the favor so to speak...I'm new to this sort of thing."

Her tone was tired and after swallowing that, she was not surprised. Rarity looked over at Twilight who was now laying with her forehooves crossed, she said with a small smile, "Your first time is always the best time. And it's quite alright, I've had my fair share of receiving. It felt good to give."

Rarity shifted her position and looked to at Twilight and she said, "I hope you don't mind me asking you this question darling, but...how many ponies have you exactly been with?"

Twilight's face filled with a dark red color and looked very uncomfortable from the question and Rarity pulled herself back for a second and said, "Oh dear me, I crossed the line didn't I? Oh...I'm so sorry Twilight."

Her face returned to its normal color and she said, "They don't matter anyways. None of them were better than you."

"Oh stop..."

"No I'm serious," Twilight replied getting closer to Rarity, "Most were just experimenting, barely had any experience. I only got to where I am today because of how many times I've...you know."

Rarity knew when somepony was being genuine and when they were just being nice. Twilight never looked so serious in her life, and there were plenty of times when that happened. Rarity looked away and said, "Sorry...but I wish I could do half of the things you did tonight."

Twilight pushed herself closer and wrapped her hoof around Rarity and said softly, "This was a learning experience. I'm overjoyed to have a friend who is as generous as you, but there are times where all you can do is receive."

Rarity looked back up and looked into Twilight's eyes. Twilight looked a little nervous as she said, "So Rarity...I know, you're new to the whole "mare dating" but...I...I guess what I'm trying to say is..."

Rarity stopped her with her hoof and said, "Twilight. I am more than willing to see where this takes us, I enjoyed myself immensely tonight. And I hope that there are times ahead where we can do this again. I... I'm willing to try."

Twilight pulled Rarity in a hug and when Rarity pulled her back there was a small tear falling from her purple eye and Rarity said, "Oh darling you don't need to cry."

Rarity wiped the tear away and Twilight said, "You just don't know how happy this makes me."

Rarity smiled and leaned in for a kiss and after a few seconds she pulled back and said, "I'm your friend Twilight, and I'm willing to be more. I have to know these things."

After another kiss they continued to hold each other in their hooves. Their warm bodies pressed against each other and they lovingly accepted the night and the morning that would come in a few hours. The rain began to lighten up, and they fell asleep to the steady pitter patter of the rain outside.

Author's Note

I really hope you guys/gals enjoyed this fic. To make up for the other terrible clopfic I made. Let me know what you think about this one and your opinion on it. Let me know what you think!

The horizontal line is used for changing perspective.

I was originally going to have this as a one chapter fanfic, but depending on the feedback given by you guys, I will decide whether or not I will continue to write this. Hope you guys/gals enjoyed it!