"Rainbow Dash! Darling, please hurry along!" Rarity shouted back at her friend. Raindow sighed as she walked along the streets of Ponyville. Rainbow did not know what she did to deserve to spend a day with Rarity, don't get her wrong she cares about Rarity; but she just didn't share the same interests. Rainbow grunted as she finally found herself next to her friend. Rarity was wearing a dark blue silk bath robe over her semi exposed bright white flesh. Rainbow knew that there was a bathing suit underneath and shook herself as her mind began to wander to places not meant for one of her friends.

Rarity sashayed down the streets of Ponyville barely paying attention to anything. Rainbow finally said, "How long is it until we get there?"

The seamstress giggled to herself and said, "Show a little patience Rainbow Dash. Trust me when I say that you will be in awe at the spot I have found."

Rainbow rolled her eyes again, and found herself staring at her friend. Again. Normally Rainbow wouldn't gawk at her friends like this, but so far Rarity had proven more than a few times that day to turn Rainbow on slightly. If it was on purpose or not she did not know. All she knew was it was both agonizing and arousing.

The sun shone proudly against the light blue sky and bathed everything in its light. Rainbow took in what she loved ever so much, being outdoors. Wind in her hair and the sun spraying her gentle face. Rainbow focused as the scenery around her changed. They walked through thick brush and stepped onto a sandy path. Rainbow watched her friend once more and inspected her from head to toe.

Rainbow had to admit that for a not active person, Rarity was very shapely, the perfect hourglass figure. Every curve and line along Rarity's beautiful form just stood out more than anything. Rainbow watched the steady sway of Rarity's hips as they moved along. Rainbow shook her head slightly refocusing on their current task which was arriving wherever Rarity was taking her.

Finally pushing past the brush they stepped out and saw a large lake and the scenery just exploded with oranges and bright reds in the sky. Rainbow was in awe in the beauty. In the scene and in the woman right in front of her. Rainbow slightly respected her at the moment because she did not have her usual hairstyle and how it was all curly. It hung down all natural in its dark blue color past her shoulders. Rarity took in a deep breath and set down the towel she brought, a lawn chair and an umbrella just in case. She set up everything and Rainbow watched as she slowly took off her silken robe, revealing the unbelievably beautiful woman underneath. She wore simple black bikini that barely did anything supressing her breasts. They were of large size but not overly large. Bigger than Rainbow's however.

Rainbow never had the pleasure of seeing Rarity in a bikini and she wished she had before. She looked away slightly and said, "I'm going to swim for a bit."

Rarity just gave an approaving glance and said, "Hmmhm."

With little said Rainbow proceeded into the lake water. Letting the icy water sooth her heated body.

Rarity watched as her friend stepped into the water. She was shapely and highly toned, every muscle perfectly balancing one another. Her cyan colored skin reflected softly in the warm glow of the afternoon sun. Rarity respected Rainbows breasts as well, not too small but not too overly large. She smirked to herself as her plan slowly fell into place. Rarity knew tha she had gotten glances and now she was going to torture Rainbow.

Rarity saw as Rainbow swam through the water, glistening and shining. She glided quickly and gracfully, almoat like she was born to swim rather than fly. Rarity got into an area where Rainbow had a front row seat and got out some sun block. She squirted a little bit into her hand and rubbed them together. Steadily and slowly she rubbed along her legs first, she kept her backside to Rainbow, for good measure, rubbing up and down. Moving from the left leg over to the right. She could almost feel Rainbow's gaze on her and she smiled at that thought. Now that she was in full attantion she rubbed the last of the first squirt along the base of her neck and the back making her movement slow and controlled. She got another handful and repeated the process but rubbed her arms. After a few more rubs on her legs, neck, and arms she moved onto the big ticket one. She rubbed the next handful along her sides and hips. Slower than when she did on her legs and neck. Almost as if it took an eternity to do so but it was worth it. Yes it was rather cruel she was doing this but it was all for a good cause.

Rainbow watched with her mouth agape. She felt her cheeks blush a scarlet red and her nethers tingle in arousal and need. She was slow and steady. Emphasizing every detail and every stroke along her sexy body. Rainbow wanted her so badly and so much that it was tearing her apart. She was just so arousing with everything about her, she was the definition of beauty. She stood at attention when she heard, "Rainbow Dash. Darling."

Rarity looked right at Rainbow with a look a cat would give when it found its prey. Now that she had the flyer's attention she said, "Can you come over here for a moment?"

Rainbow shouted back trying to sound a neutral as she could, "Coming Rares!"

She got up and walked towards Rarity.

Rarity saw the cyan girl walked slowly out of the water in her rainbow colored bikini she always wore when water was involved. Rainbow stopped in front of her and Rarity said turning around, "Can you put sunblock on my back?"

On the inside Rainbow screamed but outside she simply froze expressionless. Rarity said, "That's not a problem is it darling?"

Rainbow shook her head and said, "No it's fine. What are friends for!"

Rainbow could have sworn that her smile was devious and devilish. Rarity laid down on her lawn chair and untied her bikini in the back and Rainbow stared at her pure white back. Rainbow swallowed a bit and sat on her friend making sure it wasn't uncomfortable. Rainbow picked up the bottle and rubbed a handful on her hands. She slowly brought her hands down on her back and started moving around in circles. As she lapped her hands around Rarity's back and thought of all the events and activities they had attended that day. At first they started at the spa and Rainbow did not enjoy herself. Aside from the occational glances over at Rainbow from Rarity. As the day progressed she noticed how sexily active Rarity was and just how experienced she might be.

Rarity turned her head slightly and said in her soft voice, "Can go lower darling?"

Rainbow moved her hands lower and slowly lapped in smaller circles. Rainbow felt her arousal surmount and rise to an unbearable level, she was about to give into her desires and her instincts. She wanted the woman beneath her so bad and she was on the threshold of giving in. But she decided to do some teasing of her own. Rainbow wrapped her hands on Rarity's sides and lowered herself so her breasts squeezed against her back. Rarity gasped slightly in surprise and heard Rainbow whisper in her ear, "All you need to do is ask. I am the element of loyalty."

Her hands drifted to Rarity's chest and she lightly grabbed her breasts. Rarity held a moan in her lips and edged Rainbow forward. Rainbow did not grab but glided her hands along Rarity's breasts. Rainbow's face was mere inches away from Rarity's hair and could smell the sweetening aroma of roses and jasmine. Rainbow continued moving her hands around Rarity's breasts and planted kisses on the back of Rarity's neck. Rarity moaned softly urging Rainbow in agreement. They were not overly wet kisses, she did not want to make Rarity uncomfortable, she was a lady and deserved to be treated as nothing less.

Rarity felt Rainbow's soft lips on her neck and she felt every nerve in that region stand up and arouse her even further. But her hunger was not satiated or satisfied. She let Rainbow continue for a few more moments until she quickly turned herself over and pulled Rainbow in for a kiss. Rainbow's lips were even softer than when she felt them on the back of her neck. Rarity felt Rainbow release aggression and pent up emotions into her every move. Rarity pulled Rainbow's hips down and now she was effectively mounted on. Satisfied moans escaped the both of them as they continued their dry kissing. But it slowly progressed into something more.

Rarity urged her tongue forward closing her eyes, losing herself in the utter bliss of their kissing. Rainbow responded by opening her mouth in turn. Rarity moved her hand through Rainbow's hair and held her head tighter in their kssing. Their tongues cascaded and melded almost into one as they tasted each other.

"Mmm." Escaped Rainbow's enclosed and busy mouth. Rarity broke the kiss and half opened her eyes, focusing on her friend. Rarity moved her hands along Rainbow's cyan back and untied Rainbow's damp bikini top. As the strings fell to the side exposing her back Rarity moved her hands to Rainbow's sides moving slowly in a circle. Rarity resumed kissing Rainbow as their bodies sunk into one another and their soft skin tocuhed. Their eyes were shut in great passion and bliss. Their kissing became more wet as they lapped around each other's mouths. Rarity pressed her hands against Rainbow's breasts and began circling them as well. As the minutes drew on they increased their speed and passion of their movements and their kisses.

Rainbow released from the kissing with a loud smock. Rarity gave her an innocent look, like why did you stop? Her eyes said it all. Rarity held that same look and pulled Rainbow's bikini top off and revealed her breasts. Rainbow did the same and she moved down and their bodies touche each other and Rainbow started planting soft wet kisses along Rarity's neck and onto her chest. Rarity had her fingers through Rainbow's hair and ruffled them in urging forward. She said in between heavy breaths, "Oh Rainbow...Rainbow..."

Gasps escaped her lips and Rainbow found herself at Rarity's boobs. Gently lapping her tongue along the soft white mounds. Alternating from the two and gently suckling on them like a source of nourishment. Rarity's breaths were short and heavy and she rocked her hips and said, "Oh...Rainbow...Rainbow you...you...you fiend."

Rainbow as well felt her urges take hold of her as she increased in speed at hearing Rarity's words. Finally after a while of doing that Rainbow felt the space in between Rarity's legs start to become damp and a devious smile over took her face as lust overtook her.

Rainbow rolled them both over onto the ground and Rainbow moved her hands down from Rarity's neck, over her breasts and on he thighs. Slowly Rainbow pulled herself closer to Rarity's womanhood and moved her delicate fingers over the bikini bottoms letting moans of pleasure escape Rarity's lips. Rainbow pulled Rarity's jet black Bikini bottom off of her and revealed the damp bright pink reward behind them. Rainbow spread Rarity's legs for more room and Rainbow cooed softly, "You are going to love this. Allow me to shoulder all of your heavy burdens."

She stopped her statement and lowered her face inches away from Rarity's womanhood and said with her hot breath spreading throughout her ladyfolds, "As a loyal friend."

Rainbow visciously started licking and suckling on her clit. Moans and cries of pleasure escaping her mouth. Rainbow licked up every last drop of pre cum. Letting them both be lost in the ecstacy of the moment. Rainbow pushed her tongue deep inside Rarity causing Rarity to shriek in pleasure and grab at the ground taking in handfuls of sand. Rarity never felt so at peace or found this much pleasure from anyone. She relished as Rainbow licked along her inner walls and felt her muscles tesne as she was brough near the edge and was about to explode as wave after wave of pleasure overtook her.

Finally the levee broke and Rainbow felt sprays of cum enter her mouth and she made sure she gathered all of it. After she had it all in her mouth she stood up only to have Rarity pull her in for another kiss and Rainbow let loose Rarity's love juices and they shared in her taste. They swallowed deep the sticky liquid and they continued in their long passionate kiss, gently pressing their bodies close together. With a loud smock Rarity pulled back and stared hungerly into Rainbow's eyes and gently cooed, "Please allow me to return the favor darling."

Rarinbow smiled and rolled over onto her back letting the soft sand hug her sides. Rarity stood up with her thigh gently embracing her sides. She stood up and in the setting sun she glowed and seemed to absorb the dying sunlight in her gorgeous form. The colors of the sky reflecting off of her, letting her glow in infinite beauty. Oranges fiery reds and dark purples grabbed along her visible spots unhidden by the angle she stood at. Her bright sky blue eyes were staring long into Rainbow's own, filled with desire and lust. Rainbow was breathless as she took in her beauty and said, "Rarity...you...you're so...hot."

Rarity blushed a bright red and she said drawing one of her hands to her lips and said sheepishly, "Oh Rainbow you are just saying that..."

"No," Rainbow interrupted abruptly and in a serious tone, "You are the most gorgeous woman I have ever seen. Beauty rivalled by no other."

Rarity's face continued to blush and she became even more cute with her sheepish face. Rarity was at a loss for words, she never felt so accepted in all of her life and she welcomed the warm feeling. She never felt so beautiful in all of her life. There was nothing she could say to express how happy she feels for the compliment. But there was one thing she could do to express her inner feelings. She gave a devious smile and glided her hands over Rainbow's breasts and in the soft pur like a cat she said, "You are too kind Miss Dash. Let me show you my gratitude towards that compliment and..."

Rarity pushed herself closer mere inches away from Rainbow and her hot breath cascaded across Rainbow's soft lips. Rainbow use every fibre of her being to hold herself back and Rarity gently increased pressure in her hands and very gently squeezed Rainbow's breasts letting a softened moan escape her lips. Rarity leaned in close to Rainbow's ear and purred, "Let me show you how beautiful you are."

She gently slid her body down Rainbow's and heard moans and soft breaths urging her forward. Finally she found herself at Rainbow's soft and slightly damp womanhood, glistening pink in the setting sun. Rarity gently spread apart Rainbow's legs and glide her hands over them like a soft breeze. She thought of her approach and slowly she brought her head down and her face became engulfed in Rainbow's lady folds. She softly lapped her tongue along her cilt and taking in Rainbow's warm scent.

With no warning Rarity moved her tongue wildly over the love hole, elicitating a shriek of pleasure. She did it again but slowed her speed agonizingly slow. Wave after wave of pleasure washed over Rainbow like the rising tide that was now at their ankles. Rarity steadily suckled on Rainbow's vaginia and brought her tongue very lightly inside of it. As she progressed she made sure her every movement was precise and perfect. Finally she drove her tongue deep inside Rainbow's tunnel and moved her tongue over her inner walls, all the while gently rubbing her hands over Rainbow's soft thighs.

The tide rose gently touching Rainbow's ass and increased the pleasure of the moment. Rainbow's moans were more feminine than her normal voice and her breaths were short and petite. Rarity did not expect to actually see Rainbow Dash like this, she expected to react very tomboyish like but the opposite was true. Every moan and breath was very ladylike in nature and tone, while it was odd to hear Rarity found it all the more arousing. It carried her forward farther than she expected to go, Rainbow's stamina was giving her a run for her money but Rarity remained dauntless. A lady is never afraid to get her hands dirty, especially if it means having sex with one of your best friends.

She drove her tongue further and Rainbow's walls clenched and she felt the on rush of the climax. Rainbow's voice was higher pitched and spoke in a soft tone like Fluttershy's as she said, "When I...ugh...cum...run it along my body."

Rarity gave no answer as she quietly suckled on Rainbow's ladyfolds, her muscles tensed and released the love liquids. Rarity caught a large mouthful and brought it up to Rainbow's stomach opening her mouth wide and slowling dripping down onto her soft skin was her own juices. It sent tingles along Rainbow's nerves and caused another wave of cum to release quickly and to be swiftly picked up by Rarity. And dropped the load towards her breasts and Rainbow released another wave of cum feeling the cold lake waves gently move along her back causing her to arch. Rarity dropped the third one in the valley between her boobs letting is ooze down and over her perky breasts. A fourth and final flood released and it was the biggest, Rarity dropped that one over her legs and breasts. Rainbow's breaths drew long and hot as Rarity moved her hands over Rainbow's sticky form. Gently careening over her every inch and pressing firmly over her skin.

Rarity stopped caressing her legs and moved to her huge tracts of land. Gently pressing and moving her soft hands over her breasts. After more than a few minutes Rarity had stopped and Rainbow cleaned off from the tide that washed over them ever so often.

They lied under the beautiful night sky pressing their warm bodies close to each other. Rarity's large breasts gently pressing against Rainbow's side and her legs wrapping softly along her form. Rarity's arms were as well wrapped around Rainbow's back and chest, with Rainbow running her hand softly over her arm. Rarity purred once more, "You definitely know how to treat a lady. Miss Dash."

Rainbow smiled warmly and in a tone softer and higher tone than usual said, "And you know exactly how to treat me. Lady Rarity."

On her last word Rainbow whispered softly and turned and kissed Rarity passionately on the lips and after a few mintutes stopped and cuddled awake for half an hour before they both became victims of sleep and rested quietly through the night.

Author's Note

And so finishes a first of many one off's by me. More one offs to come in the future all of which involve Rarity because she is best in the main six. So, please like this fic and wait patiently for more to come. :)