The Best Night Ever

Twilight shot her attention back up as she found herself dozing off. This was the Grand Galloping Gala, the most talked about event in all of Equestria. The class, the people, the food. Everything. Perfect to make sure that it is the most memorable event ever. But Twilight just wasn't finding anything good about this event. She had hoped to talk privately with her mentor and ruler, Princess Celestia, and talk about important events or of any of the friendship reports. Instead she's standing at the top of the grand staircase at the entrance, smiling and waving at the new arrivals. She refocused and saw the long line of people waiting to be greeted at the front door.

Twilight blew out a heavy sigh, she was about to tell Celestia that she was going to go to the bathroom but Celestia paid no attention to her. Twilight rolled her eyes and walked away. She was wearing a blue satin dress with starry patterns along the hem, hugging rather tightly around the waist and her breasts. But it was a mild annoyance to put up with, the next time Rarity makes her a dress she's going to ask to keep this in mind. Speaking of Rarity, Twilight wondered how her night was going and how Prince Blueblood is treating her. She wound her way through the maze like halls of Canterlot Castle, heading towards the bathroom. It was not a public bathroom or a rather large bathroom. A medium density tile and stone bathroom with two toilets and two sinks. Finally, finding the bathroom she gingerly opened the door and pushed her way inside. The door was unlocked so no one was inside, Twilight turned around and with a resounding click locked the door.

She headed over to the sink and ran the water. A steady stream emanated from the faucet, she cupped her hand and water collected into a small pool. She splashed the water in her face and she felt all the effects of sleep go away. This night was not at all what she hoped it would be. She sighed apprehensively and sadly at that thought. She hoped her friends were having a better time than her.

As her mind began to wander her heart stopped as she heard sobbing. It was clearly from a woman and it was very medium pitched. Twilight looked over into the large stall and saw a scene that tore her heart in two and let a shocked look cross her face. Sitting on the tile floor before her was none other than her friend Rarity. Her magenta and yellow dress looked worn down and not as frooy than it had looked when they arrived. Rarity looked at her and Twilight was thankful she enchanted the makeup with water resistance. Just in case an event like this happened. Nothing tore at her heartstrings more than seeing the running makeup on one of her friends. Rarity looked up with a sheepish look and sniffled she said shakily, "Oh...hey Twilight...how does the evening bring you?"

Twilight stared rather long at one of her closest friends for a long time, finally she found what to say and said, "Rarity...what's wrong?"

Rarity looked away and tears formed in her eyes once more. She said rubbing her eyes, "It's fine...I...I'm fine."

Her voice drifted into sobs and Twilight sat down and wrapped her arm over Rarity's shoulder and said shaking her head slightly, "No, it's obviously not fine. We're best friends, you can tell me anything. Now tell me what happened."

Rarity felt the words sink in and she accepted her kind touch. Rarity looked at her friend and saw her untouched and soft face. Her features were young and smooth. Her hair was stylized and sprayed down, it looked slick but soft. Rarity always loved the pink and lavender duel streak in Twilight's dark indigo hair. Her serene and friendly deep violet eyes, staring long into them for a few moments, she sniffled breaking the stare as she said, "I...It's this night...it's...it's that...that...that asshole named Prince Blueblood!"

Twilight looked shocked at her choice of words. Rarity said shakily, "I apologize for my bluntness but...it's as simple as that. There is not a single charming or gentlemanly bone in his body. Just vain narcissism...I dreamed of this moment...I longed for...for..."

She continued crying and Twilight grabbed her shoulders and said soothingly, "Shh...it's alright Rarity. Sometimes our dreams are not at all that their cracked up to be. Keeping this between you and me, this night was not kind to me either."

Rarity sniffled again and looked at Twilight with hopeful eyes and said innocently, "Really?"

Twilight nodded and pulled Rarity in for a friendly hug. After a heartfelt moment Rarity pulled away and leaned her head on Twilight's shoulder. Twilight saw as she slowly came back to her senses. Twilight took in a deep breath and slowly began to sing. Her voice carried across the walls of the bathroom and it began to soothe her. Rarity recognized the word of the song as a popular song sung by Billy Joel. Called Lullaby (Goodnight My Angel).

Rarity sighed with calmed nerves. She wiped her eyes with her hand and took in a deep breath. She said, "Thank you darling...I needed that..."

Twilight said, "I'd do anything to help a friend."

Rarity remembered her words and they spoke to her heart. She felt closer to Twilight, she felt lighter and over all more calm. Twilight's singing voice was almost unlike anything she has heard. It was like an angel sang its own concert every time Twilight sang. So perfect and graceful. She remembered the song and Twilight told her it was a lullaby that her mother sang to her when she had troubles. Rarity now felt as Twilight did, she felt better knowing that someone was caring for her.

Rarity smiled sheepishly and said, "That was a beautiful song Twilight."

Twilight blushed slightly and replied, "Well...I thought it fit well for the situation."

Rarity looked over at Twilight and for the first time that night she smelled Twilight's fragrance. It was sweet and elegant, it was a mixture of vanilla and roses. She took in a breath and it seemed to relax her even more. She spoke still resting her head on Twilight's bare shoulder, "Can you hold me?"

Twilight did not answer and simply leaned against the wall and beckoned Rarity towards her. Rarity gingerly sat in Twilight's lap leaned against her lightly, trying not to make Twilight feel uncomfortable in any way. She rested the back of her head on Twilight's shoulder and laid there for a second.

Twilight wrapped her arms around Rarity's waist, letting a sigh escape her lips. Twilight never noticed until now how shapely Rarity was. Every curve was deep and toned to a degree, not nearly as much as Rainbow Dash or Applejack but she had the shape of a model. The perfect hourglass shape. Even her chest was large and round, her breasts weren't too big though. Her mind cleared and she slowed her breathing taking in the sweet smell of cinnamon and jasmin.

Rarity felt warm as she sank into Twilight's soft form. She rested peacefully on Twilight's left thigh, feeling like laying near a warm hearth in the middle of winter. Rarity drifted her hand over the blue silken fabric of Twilight's dress. Rarity remembered how much she labored on Twilight's dress, she made sure to keep the design simple yet elegant. Completely opposite of Rarity's own satin magenta purple and gold dress. Hers was extravagant and graceful, with a matching scarf and cloak. She felt around and said aloud, "I did a really good job making these dresses."

Twilight giggled slightly gathering Rarity's attention at her outburst of happiness. She was so beautiful in such a simple way, Rarity would not dare letting a single touch of makeup cross Twilight's face. She radiated natural beauty and the seamstress slightly envied her in that respect. Rarity began to wonder why no man or woman wanted to get in an intimate relationship with Twilight. She was the student of Princess Celestia, people would kill to be in a position like that. She felt continued warmth spread through her body and even in a surprising place. She slightly shivered at the feeling, would she really stoop so low as to take advantage of Twilight's friendship while herself was in a damaged state? Not very ladylike in her mind, but then again her instincts and her gut told her otherwise.

Twilight moved her hand away from Rarity's shapely waist and into her expertly coiffed dark blue hair. It was a beautiful shade of blue, almost in an indigo color depending on the lighting. Twilight could not help herself, Rarity radiated pure beauty. Everything was perfect and graceful. Her slightly modified Canterlot accent to suit herself immediately able to be distinguished from the other posh elite. Her features were gorgeous, soft and light to the touch the perfect peach color. And then there was her bright blue eyes, always no matter what showed some deep emotion. Rarity more often than not smiled with her eyes rather than her perfectly practiced smile. Twilight felt the air rise in temperature and felt warm in areas she was not familiar and felt her cheeks burn.

Rarity turned and met Twilight's sheepish gaze. Her cheeks were flushed scarlet and Rarity probably knew why. They held each other in their gazes, hung in the air with a sense of warmness and a bit of uncomfortableness. Rarity felt Twilight's heartbeat increase in tempo and rhythm and Rarity felt her cheeks blush a light strawberry red. There were no words to be exchanged on the subject, it was no question that these feelings were stimulated and they both longed for something. Rarity felt damaged and felt there was only one thing she could do at this juncture. She closed her eyes and leaned in letting their lips touch softly.

Twilight's lips were so soft and gentle, almost like a child's kissing their mother. Inexperienced. Twilight pushed Rarity away slowly and said mere inches away from Rarity, "Rarity...are you...I don't...I'm not sure about this..."

Rarity wasn't sure about this herself, to be honest. The reason she did this was because she held tension that she needed released. That was no doubt Twilight's first kiss ever from what Rarity gathered. She could not dump all of her sexual tension on her friend, it was selfish of her. But her instincts moved her forward and she knew in her heart that this was what she wanted to do. She leaned in close and said in a whisper, "I never do anything I would later regret darling. This is what I feel should happen."

She curled up her dress revealing her black stockings that were pulled up to her thighs. She moved her position and wrapped her thighs around Twilight's waist and now fully faced Twilight with hunger in her eyes. She put her hands against the stone wall and leaned in kissing Twilight on the lips. After a few passionate seconds Rarity pulled away and purred like a cat as she said, "It's alright darling. Relax dear."

Rarity rested her hands on Twilight's shoulders and she let out an apprehensive breath as she said, "I just...what...what will happen to our friendship after this..."

Rarity drew her finger to Twilight's lips and said, "Hush darling. You talk and think too much. Relax and lets just let things happen. The door is locked, we'll be fine."

Twilight sighed heavily and lifted her composure relaxing her shoulders. Rarity rubbed Twilight's shoulders and leaned in for another long kiss. Rarity could feel Twilight's tense reluctance, at first her lips barely moved at all and her eyes were half open. But she slowly let herself be engrossed in the pure ecstasy of desire.

Rarity's lips were so soft and yet so firm. Twilight knew that Rarity was no stranger to kissing and she was obviously no stranger when it came to kissing women. Her perfectionist ways even followed her into kissing, making every second and every kiss special all on their own. Her lips were sweet like the candy at Sugercube Corner, sweeter than their cupcakes. As they both got more comfortable they wrapped around each other and pulled each other close, letting their warm bodies collide and warm each other. They drew breathless and pulled away in a brief moment of air, only to go right back to kissing. This time it was much faster and more passion was thrown into it. Twilight drew her hand into Rarity's hair urging Rarity to continue. The fashionista's tongue crept out of its owners mouth and licked along Twilight's mouth, letting a low moan of pleasure be muffled in their combined lips.

After another moan of pleasure she allowed Rarity's tongue entry. Her saliva was pleasing on her own tongue, they collided and battled for dominance for who would explore who's mouth first. Rarity held more force in her tongue and won the struggle. As they continued to make out Rarity drew her hands to Twilight's chest and moved over her breasts for a moment, squeezing them for a second sending pleasurable shivers through her. But slowly and surely they found their way to her ass cheeks. Twilight moved and shifted so she was on Rarity's lap rolling up her own dress revealing her black stockings, this allowed Rarity to further explore her body as she hungered for Rarity's touch.

Their tongues continued to collide and they stopped briefly with a loud smock coming up for air. Rarity pulled Twilight in and began nibbling and nuzzling along Twilight's jawline and chin. Wet kisses expertly placed that heightened her intense feelings of the intimate moment. Rarity stopped rubbing and caressing Twilight's ass and pulled her in closer. Rarity leaned up and whispered sexily in her ear, "You are so beautiful. I want you to do things to me that you would do to no others."

Twilight's response were gasps and moans of excitement as Rarity nibbled her ear, Twilight felt her nethers tingle and resounding heat spread as Rarity cooed closer in her ear, "You are an artist and I am your canvas Twilight. Let me feel your inspiration."

Twilight drew her hands along Rarity's stomach and to her first targets. She grabbed Rarity's breasts and squeezed and felt her pleasure shoot through her body. Twilight moved her hands in circles and Rarity's pleasured cries urged her forward,"Oh...oh Twilight...you...oh..."

Rarity moved her hands back down to Twilight's ass and continued caressing it. Rarity pushed herself into Twilight's lips with even more heated desire. Still open mouthed they were more forceful as Rarity became more wild and unpredictable. Twilight felt stimulated and found herself wanting more of Rarity. Her tongue was more forceful and more wet as they continued. Twilight felt every complicated thought and every question leave her mind as she accepted her heated emotions take her over letting her passion and lust over come her. As their forceful tongue kissing progressed Twilight drew her hands down Rarity's sides and underneath Rarity's dress, sliding and feeling along her soft thighs. Rarity smiled and moaned in pleasure to Twilight's touch.

Rarity felt waves of lust echo throughout her body and spread to every inch of her. She felt Twilight's hands gently caress her thighs and loved every long second of it. Rarity moved her hands to Twilight's breasts and yanked the part of the dress down revealing Twilight's jet black and purple bra that held Twilight's forbidden fruits of desire. Rarity felt Twilight's thighs tighten and cry out in pleasure. Rarity gripped Twilight's breasts and circled around them, gropping forcefully as her desire increased. Both of them increased in speed and force making them want more and hunger for each others pleasure. Rarity squeezed as she pulled back from their long kiss. She did not carry a normal look, she carried the look a cat gave to their prey. She kissed along Twilight's neck and moved lower to Twilight's semi bare chest, licking her tongue along just above Twilight's breasts. And instead of moving in circles she moved up and down. Twilight whispered breathlessly, "Rarity...ugh...Rarity...mmph."

Twilight moved her hands through Rarity's inner thighs and over her panties, letting Rarity shiver in ecstasy. She urged her forward through her tongue, Twilight continued to caress and move her hands through Rarity's inner thighs. Heated desire overtook both of them, now they waited for who would progress it further. Rarity forcefully moved onto Twilight's lap, stilling kissing each other. Their mouths now covered in their shared saliva began licking each others mouths clean. Rarity drifted her hands to Twilight's back and ran them slowly down stimulating their passions further. She found her mark and pulled the zipper down slowly, revealing Twilight's soft back. When the zipper was all the way down, Rarity pulled the dress off of Twilight, revealing Twilight's semi nakedness.

Now Rarity had a better look at Twilight's shape, she might not have been as shapely or toned as Rainbow Dash or Applejack but her curves were angular and very feminine. Almost unmistakably shapely. Rarity felt her heart beats increase as she was tempted towards Twilight's soft body. Rarity moved in and ran her fingers through every inch of Twilight taking in her soft skin for herself. Starting with her hair and ending with her legs. As she moved her hands over Twilight she released pleasured moans and cries urging her further. Rarity smiled fiendishly and said, "You are so beautiful. Sweet Celestia."

She ran her hands over Twilight's thighs and said softly, "So soft and smooth."

Twilight could not hold it in any longer, she needed to see Rarity in the same condition as her. In a quick flash she pulled Rarity in for a long and passionate kiss, as they did so she rans her hands around Rarity's back and found the zipper. She was slower to pull it down and that was okay because Rarity smiled and moaned urging Twilight to continue. Once the zipper was down, not letting another moment pass yanked and pulled Rarity's dress off of her and tossing it aside. Twilight looked and saw Rarity's curves and toned muscles for herself and in more detail. Her skin glistened and shined in the light, proving just so soft she really is. Rarity saw Twilight's glancing over her and the seamstress leaned in close and cooed, "Now darling, didn't your mother ever tell you not to stare at people."

Twilight returned with a smile of her own and slipped out from under Rarity and said whispering in her ear behind her, "Yes but she never told just how beautifully shaped she was. So gorgeous, I could stare at you for hours."

Rarity bit her lower lip and said, "I'm sure you can do more than just look. I trust you can work in ways no one can even dream about."

Faster than lightning she turned and they fell to the floor. Their soft bodies collided and touched as Rarity was on top of Twilight. Rarity immediately went to work and started planting wet kisses along every inch of Twilight. Twilight lied back and moaned and cried as she felt her lady folds become damp. Rarity stopped at Twilight's legs and slowly pulled off her stockings, licking her way down her legs. Twilight moaned, "Ugh...Rarity...ooh Rarity...more..."

After she pulled off the last stocking she moved her head up and said looking at Twilight, "I'm sorry darling could you repeat that?"

Twilight grabbed Rarity's shoulders pulled her on top of her, embraced her tightly, and gave her a long wet kiss. After the kiss she whispered in the seamstress' ear, "I want more."

She pulled away and dropped her head to the floor and Rarity said after a sarcastic gasp, "Twilight, I am shocked. That is not very ladylike of you."

Twilight moved her legs and crossed them on Rarity's back and shoved her down, moving her closer to Twilight. She steadily moved her legs over Rarity's sides. Rarity let pleasured gasps and moans escape her lips as she felt her own lady folds become damp from the excitement. She did not fully come, but she was damn near close to. Twilight grabbed Rarity's cheeks and pulled her in for a long kiss. Slowly Twilight rubbed her soft thighs along Rarity's sides. Moving their hands over each others forms. Minutes of heated passion and desire went by before they continued on their journey of lust.

Rarity stopped kissing Twilight and looked up with a devious little smile. She said, "Please allow me to show my gratitude towards you."

Rarity cooed in Twilight's ear, "Let me show just how generous I can be."

Before Twilight had any time to answer she felt Rarity's soft touch reach her breasts and groped her madly. Rarity moved down planting kisses along the way to the spot where she wanted to be. Her head hovered over her hidden and damp womanhood. Rarity smiled and moved a hand over her damp panties and she smiled fiercely. Gently and softly she ran her hand over the hidden womanhood and felt the damp wetness of the precum, telling Rarity just how satisfied Twilight was at this moment. After a few torturous moments, Rarity hooked her fingers over the soft silken waistband of Twilight's panties and slowly pulled them off. Rarity watched as Twilight's pussy came into full view. It glistened in the soft light of the room, and beckoned Rarity down. Rarity chose not to stand on ceremony and immediately went to work. Gliding her tongue over the edge of Twilight's womanhood, letting cries of desire push Rarity forward.

Rarity licked along the surface of Twilight's vagina and got a glimpse at Twilight's sweet taste. It was warming to the tongue and pleasing to the nose, after she mopped up everything she began suckling on Twilight's clit. Twilight's muscles began to contract at the feeling and her legs started to close around Rarity's head but Rarity forcefully pushed them back open. Rarity looked up with the same predatorial look and said with a devious smile, "Now, now Twilight Sparkle. Behave or I am going to have to punish you."

Twilight just gave a nod and Rarity went right back to suckling Twilight's clit and held her legs open, enlarging her vagina by a bit. Rarity's soft tongue against Twilight's most sensitive spot sent wave after wave of desire coursing through her veins and escaping out of her mouth in cries and breaths. But then Rarity did something that pushed her over the edge. Rarity shoved her tongue into her clit and began licking her inner walls. Twilight let out cries of greater intensity and in shorter bursts signaling Rarity she was beginning to cum. Twilight felt on the verge of something beautiful. All of her actions gone, lost in the lure of pure desire. Desire for Rarity to continue to find more ways of fucking her than any normal person. She craved more, her pleasure was overcoming her brain and only thoughts of desire and lust filled her closed vision. Twilight's lower muscles and felt her final burst coming, her climax. Never before had she ever done anything like this before, and she immediately regretted it.

Flicking her tongue over her clit Twilight held her hands over Rarity's now frizzy hair and held her in place. Finally she let out a pleasured screech and let all of her pent up emotion escape her. Rarity still worked her mouth over her clit catching Twilight's juices in her mouth, trying carefully to have ever last drop. With her mouth full she stood up and beckoned Twilight to do the same. Twilight used all the strength she had left and stood up. She waited for Rarity to make a move.

Rarity moved her hands around and moved them on the long strap that held her bra together. Rarity unclasped the hook and pressure released from Twilight's chest and Rarity took off Twilight's bra. Revealing the soft peachy flesh of Twilight's C cup sized breasts. Rarity as well felt desire overtake her and pushed Twilight against the stone wall, not too forcefully. Rarity moved her closed mouth down to Twilight's now exposed chest and unloaded Twilight's taste on her soft breasts. Twilight felt the sticky fluids run down past her breasts and dripping down. Rarity moved in and began suckling on Twilight's breasts, alternating between he two.

After a few minutes of that Rarity drew up and stood eye level with Twilight with heavy breaths. Twilight stared long at her friend's face. She had the same look but it was much more pleasing and friendly, her voluminous lips hung half open and her soft young features shone in the light. Her bright red lips seemed to glisten and the area around her lips seemed to do so as well. Twilight could not help her self staring into Rarity's round bright blue eyes and Twilight ran her tongue over Rarity's mouth and half way between Twilight collided with Rarity's tongue briefly tasting each other. After Twilight's lick she pulled back and said, "Rarity. I have never done anything like this...so...I don't know how well I'm going to..."

She was interrupted by her friend's eager lips. After a short kiss Rarity pulled back and cooed, "Do not worry yourself darkling. Just try and do what I did, but make it your own."

Rarity pulled her in closer and grabbed Twilight's butt and lifted herself up standing with surprising strength. Twilight pressed harder against the wall and her legs wrapping around Rarity. Twilight felt Rarity's large breasts press against her stomach and she continued to look ar Rarity as she said sexily, "Make it so you have done something you would never do to a friend. Make me your object of desire. Make me..."

She leaned in closer to Twilight's ear and whispered, "...Your bitch."

Rarity lowered them both to the ground in a long passionate kiss. After they were both seated on the tile floor Rarity pulled herself away from the kiss and laid down. Twilight quickly moved down and began planting kisses down Rarity's stomach to her waist and finally found Rarity's panties. Rarity wore bra and panties that were very interesting, they were made of a nylon and offered a window into what lied behind them. For her bra Twilight could barely see Rarity's soft skin, and with her panties she saw the clouded shape of her large oval shaped mound. Twilight had an idea and wanted to see how it would work, if she was right about this she could prove to have a wider range of sexual knowledge than even she knew about.

She went down and suckled on the very thin cloth and she made sure her tongue and mouth were nice and wet so some of the liquid would seep through the cloth and glaze over her pussy. Rarity felt the icy touch of Twilight's saliva go through her panties and wet her womanhood. It stimulated and heated up her feelings and her thighs felt like they were on fire. Rarity lied back and waited for Twilight to take off her panties and devour her pussy. She imagined the animalistic movements and feelings that Twilight would do and give. Finally it came and Twilight went to town on her dripping pussy. As she worked her mouth around Rarity's womanhood she moved her hands up and was groping her D sized breasts. Rarity loved Twilight's touch but she wanted to feel it on her bare skin. Rarity arched her back and unclasped her bra, taking it off and now fully nude.

Twilight imitated Rarity's movements but was much more inexperienced. Much so. But Rarity loved it, the wild movements and increasing desire for more did not help the wonderful feeling. Twilight did not mind doing this, she loved it just as much as Rarity. Twilight started to notice that she was rocking her body back and forth in a steady motion, not that it bothered her at all it did the opposite in fact. Twilight even noticed that Rarity was moving her hips back and forth like Twilight and all throughout this Rarity let pleasured moans and cries of pleasure escape her lips. Rarity's cries were much higher pitched and were louder. Twilight then plunged her tongue inside Rarity's inner walls being lost in the pure bliss of the moment, she wished she could stay in this position forever. Eternally causing Rarity and infinite amount of pleasure. Steadily Twilight increased in speed causing more moans to escape from Rarity. Rarity said in a voice an entire octave higher than her own, "Twilight...Twilight...I'm...I'm close..."

Her voice trailed off into moans and cries feeling every muscle in her body heat up and contract. Finally with one final cry she felt her energy escape her as she let every pleasured feeling release and Twilight did what Rarity did and tried to catch every drop of cum that oozed from her womanhood. She controlled her breathing and waited for Twilight to come up. She stood up in confusion of what to do with the juices in her mouth. Rarity slowly moved up and rubbed Twilight's shoulders and pulled her in for a kiss. Rarity pushed her tongue into Twilight's mouth and felt the taste of her own juices. It was a sweet taste, like a slight taste of blueberries. Rarity held both of her hands on Twilight's neck and they forcefully shared in the taste of the cum.

After Rarity gathered a mouthful she swallowed deep the liquid and felt their pleasure to cool down and they breathed heavily. Rarity pulled back and gave Twilight a peck on the cheek and ran her hand over Twilight's soft skin and she said, "I had fun. Thank darling for this, I needed it."

Twilight said flustered, "So...what does...this...mean?"

Rarity's smiled crept away and she said, "I'm sorry of you don't feel the same way but this was only a one night thing."

Twilight let a pout overcome her features but it changed to something else when she heard Rarity's sweet whispered words in her ear, "But that doesn't mean this will never happen again. I can be persuaded easily depending on the woman talking to me. All you have to do is ask and I will be more than glad to share my...friendship with you."