"Happy Ending"

by Nocturnal Derp

Rating: mature
Tags: Romance
Length: 5941

An unexpected suggestion at the spa becomes an excuse for Fluttershy to finally express her affection for Rarity.

Rarishy.

Aloe offers a certain service to two of her regular customers and unknowingly sets a very sexy series of events off that will change everything Fluttershy and Rarity think of each other.
Fluttershy isn't exactly sure what a Happy Ending was but she did have an idea.
If it is what she thinks it is, she decides this is the perfect opportunity to express herself and break her own timidness that stops her from having what she wants most.

After a period of uncertainty and fending off cold hooves they decide to give it a shot.

Viewers Warning: Clop, F/F, Not Safe For Woona.
You've been warned.

Request made by: BrinnyTheBrave
Hope you like it.

Edit: Artist found. Dreatos
Edit 2: Featured. For the life of me I don't know why but who am I to complain? :derpytongue2:
Edit 3: Now in audio! NSFW
Courtesy of CaptainBron3y

[img]http://fc02.deviantart.net/fs71/f/2013/359/8/4/nsfw_not_safe_for_woona_by_bolt187-d6zcfh2.jpg[/img]

Published 1970-01-01 00:00:00 UTC
Last updated 2014-10-27 12:40:05 UTC

Rarity... What's a Happy Ending?

Fluttershy sat back in the tub, letting out a long drawn out breath as she felt the steaming water soak through her fur to the delicate skin beneath. Across from her as per the norm, sat Rarity who was chatting endlessly about one thing or another. Fluttershy couldn't tell you what she was talking about because she wasn't paying attention herself. She thought it rude to ignore Rarity but the unicorn didn't seem to mind, or even notice. She was content with hearing herself talk and Fluttershy was happy to be the audience that gave her a reason.

A short while later however, one of the spa ponies, Aloe, approached them. Fluttershy found this odd seeing as this was an unexpected breach of the usual activities, though her company was welcomed. Rarity must have taken notice too seeing as she stopped talking to greet Aloe.

“Oh hello Aloe. Is there anything I can do for you?” An odd question to ask as a customer.

“No Miss Rarity. Forgive this intrusion but its getting late and I came to see if you mares were interested in the happy ending this evening.”

Before Fluttershy had a chance to ask what that meant Rarity answered for them both rather quickly. “Oh no no dear, that won't be necessary.” She shook her head for emphasis to discourage any further advertisement. Perhaps if Fluttershy hadn't been there...

Fluttershy turned from Aloe to Rarity who's cheeks were flush with color. “Rarity, a-are you okay?”

“Yes, why do you ask?” She was relieved Aloe had left with no further commentary or offers.

“You look a little flustered.” Fluttershy explained.

“It's nothing dear, probably just the heat from the water. I think its about time we got out.” Rarity was already climbing out of the tub before Fluttershy could agree or disagree.

Rarity had never acted as such on previous visits to the spa but Fluttershy had no objections. She kinda wanted to get her fur dry anyway and start fanning out her wings. Rarity urged Fluttershy along, stopping only to pay the spa ponies and slowing only once they had gotten down the road.

“A-are you sure you're alright?” Fluttershy's voice was laced with concern.

“Never better Shy.” Rarity smiled.

Fluttershy noticed Rarity didn't look near as antsy now that they had been walking a minute. Maybe she had just been imagining it.

The last few minutes of their trip to Rarity's boutique was in silence. On occasions Fluttershy would go to Rarity's shop and play dress up so that Rarity had a model to work with. Who better than Fluttershy? She had the body for it and the fact she was a Pegasus allowed her to practice on pegasi wing modifications.

They made it through the door as soon as the last bit of light faded from the sky. Rarity trotted to one of her manikins with a Red dress on it. She removed it and turned to Fluttershy. “I've absolutely been dieing to see you in this one.” However it didn't seem she was paying attention. She was staring down at the floor instead, deep in thought. “You don't like it?”

“Huh?” Fluttershy looked up, she hadn't even noticed the dress. “Oh no, I think it's cute.” She replied.

“Is something wrong dearest?”

“Nothing is wrong.” She replied with a smile.

“Then... What is it then?”

“Rarity, what did Aloe mean by happy ending and why didn't we stay for it?” Fluttershy figured it best not to beat around the bush.

“Oh...” Rarity laid the dress neatly on the manikin it had come from. Rarity could feel the blood rushing to her cheeks even though she did her best to hide her embarrassment. She considered lying to Fluttershy but she'd find out eventually and then she'd be upset with her. She was a grown mare anyway... Young but still older than herself, if not by much.

“I-It's well... um... A happy ending is...” Rarity sighed.

“Is it bad?”

“No... Yes... sometimes... maybe.” Rarity didn't know how to answer the question.

Fluttershy was even more lost now that she had asked. “Is there a way to describe it other than talking? Do you have a book? Is it in the dictionary?”

“No, it's not in the dictionary, there are a couple of books with strong references to the subject but I don't have any. There is another way to show you... I don't think you would like that though. I would.

“Why not?” Fluttershy cocked her head to the side with interest.

“Do you really want to know?” Rarity asked ever so carefully.

“Yes, yes I do.” Fluttershy replied. Rarity's hesitance to discuss the matter fueled her curiosity.

Rarity sighed again. “Close your eyes.”

Fluttershy complied with nothing more than an “okay.”

When Rarity was sure Fluttershy could not see her she walked slowly over to the canary colored mare. This might be a mistake but Fluttershy had insisted. With one last breath she closed her eyes and leaned forward.

Fluttershy knew Rarity was close... She didn't need to see to figure that out. She could feel Rarity's warm breath on her muzzle. Still she did not open her eyes. Even when she felt something soft press against her lips. Rarity's lips to be exact.

Fluttershy's ears perked and her wings flew open from shock but she didn't pull away. In fact, she surprised herself by returning the favor.

The kiss lasted much longer than Rarity had intended. She had expected Fluttershy to pull away on the initial contact. Even still, she asked herself why she was prolonging this. A few seconds later and Rarity broke the embrace leaving Fluttershy with a modest look of disappointment.

“That's the happy ending?” Fluttershy asked with disappointment. The chill that had crawled up her spine mixed with the warm feeling in her body left her craving more. More of what though?

“Not quite.” Rarity replied, looking off to the side to hide her sheepish demeanor.

“Show me.”

“I don't know if That's such a good idea. I don't think you would-”

“You don't want to show me?” Fluttershy cut her off. “It's fine if you don't.”

“No no it's not that. You'd be one of the first ponies I would show this to. You do know where this is going... don't you?” Rarity asked hesitantly.

“I-I think so.” Fluttershy nodded slowly. “I still want you to show me.”

Rarity looked down at the floor, her face burning with embarrassment. She worried that Fluttershy really didn't know what she was implying. If Fluttershy didn't and Rarity proceeded then their friendship would change forever. Well... even if it went well it would change... The kiss may have been enough to change it already. Would the change really be that bad though? Where did this come from all of a sudden?

Perhaps their friendship could blossom into something more? She certainly thought Fluttershy would be a good mare to bed. She'd thought it on multiple occasions but in favor of preserving their friendship she had never even so much as hinted to her intentions. However... Fluttershy was all but offering herself. Even still... If this was a mistake and their relationship couldn't handle a misunderstanding then it was never a strong one to begin with, much less would it grow.

The worse that could happen would be for one of them to withdraw. A bottle of wine or a few days would clear up the tension but... Wait... Wine.

“Okay Fluttershy, I'll show you. First I would like to share a drink with you.” She smiled. “That is, if you would like to.”

“I don't mind.” Fluttershy smiled.

“Good. Come with me into the kitchen.”

Once inside the kitchen Fluttershy took a seat at the table while Rarity shuffled through her cabinets, pulling a couple wine glasses from the top shelf above her refrigerator. She levitated the glasses to the table. One in front of Fluttershy and one across from her.

Next she picked through her store of wines and selected a 1988 bottle of Amarone Della Valpolicella. A tad bit expensive but she wouldn't want to soil the moment with any cheep substance.

The bottle hovered over to the table and rested on the surface for just a moment while Rarity took her seat. With a small flash of aura the cork popped off. She picked up the bottle and poured their glasses to the rim. Rarity chose to lift  the glass with her hoof instead of her magic seeing as she believed it was rude for a unicorn to use their power while sharing a drink with a different species of pony who didn't have the same ability.

Fluttershy eyes the glass wearily for just a second before raising it.

“To the spa.” Rarity giggled and held her glass out.

“To the spa.” Fluttershy mimicked and their glasses clinked together.

At first Fluttershy was a little hesitant. She brought the glass to her muzzle and sniffed it. Certainly smelled okay. She didn't drink a whole lot but she would make an exception tonight. She was relieved to find the liquid travel down her throat smoothly enough.

Rarity drained half her glass before looking back up at Fluttershy. “So how did you like it?”

“The wine?” Fluttershy asked.

“No, the dress. I know you didn't try it on but how did it look to you?”

“Oh... I liked it. It was simple, and that is where it's beauty lies.” Using terms like that always had the effect of making the seamstress smile.

“Ohhh I am so glad to hear that. Perhaps tomorrow you might want to try it on?” Rarity chimed, taking another generous amount of the liquid down. Slow down Rarity.

“I'd like that.” Fluttershy responded in kind.

After a few topics of interest such as Rarity's work ad Fluttershy's animals a  silence settled over the two of them. A silence out of the norm but given the circumstances... Rarity was left to her thoughts for the most part as she drank.

Fluttershy has to know what this meant by now... So why does she still want an example? Does she really want things to progress between us? Do I want things to progress this way? Maybe she just wants to experiment. Probably told she was supposed to save herself for somepony she trusted and she does trust me. But does she know what that would mean? Did it have to mean anything? Rarity drained her glass and absently poured another, then noticed to her surprise that Fluttershy's was empty as well and filled her's to the brim.

“Somepony took a liking to the wine.” Rarity chimed.

Fluttershy blushed and lowered her head, hiding behind the pink cascade that was her mane. “I-I don't usually drink at all, but this is really good.

Rarity gave a curt nod and a smile before retreating back into the confines of her mind. Even if Fluttershy is offering herself to me I'm not going to take it unless she means for me to be more than an experiment. Our friendship is not worth this silly concept.To put emphasis on what she had just said to herself she nodded and turned her attention back to the mare in front of her.

Fluttershy was staring down at the table with the glass still in her hoof. She wasn't focused on anything in particular. There was nothing to be focused on other than her thoughts. Maybe this isn't such a good idea. She took another sip from her glass and set it back on the table. She'd been curious at first but the longer she thought about it the more nervous she got. She gave the half empty glass an accusing look. “You're supposed to be helping.”

“Helping with what?” Rarity asked.

Fluttershy shook her head and looked up at Rarity before blushing. “O-oh... I'm sorry... Did I say that out loud?” Maybe the wine is working.

Rarity couldn't stifle her laugh. “It's fine dear. Who were you talking to though?”

“Um... The wine.” Fluttershy admitted. She looked back down at the table out of embarrassment as Rarity started laughing again.

“Maybe you need some more.” Without waiting for permission she filled the glass again.

“Thank you.” Fluttershy smiled. “So... Rarity, are you okay with this?”

“With what dear?”

“With what I want you to show me.” Fluttershy replied, the alcohol was just beginning to loosen her tongue.

Rarity sighed. “I-I'm not sure.” She admitted. “Are you just curious or do you really want to do such a thing?”

Fluttershy raised the glass to her muzzle and sipped at it as she thought. “I'm curious... Yes... Very curious... B-but that's not the only reason I want to.”

“What is the other reason then?” Rarity asked.

Fluttershy struggled to find the words. Well... she knew what she wanted to say but her mind and tongue wouldn't cooperate. “I...I-I, um... Well...” This was the perfect excuse to let her know how she felt but she just couldn't find the words.

Rarity reached across the table and placed her forehoof over Fluttershy's. The look on her face was priceless. “Shy, you can tell me anything. You know that. We're friends.”

“W-well that's just it. I don't really want to be friends... I kind of want... I want to...” Fluttershy's voice broke, she felt like crying, and so she did. She cursed her timidness under her breath.

“Why are you crying?” Rarity asked with concern.

“I'm just really confused.” She sniffled.

“About me? Fluttershy if you're not comfortable then you don-”

“No... No it's not you. I know I'm not confused about you.” Fluttershy didn't want her thinking that way. “I-I just don't want to mess things up.” Good job so far.

“How on earth could you possibly mess things up Fluttershy?” Rarity gave her hoof a gentle squeeze.

“W-well, if... If we take our friendship any further, things just won't be the same... I-I know that could b-be a good thing but if something goes wrong then-”

“Fluttershy.” Rarity interrupted.

Fluttershy stopped talking and raised her head to look at her.

I don't care what happens between us. We will always be friends.” She smiled warmly and held Fluttershy's gaze to ensure Fluttershy knew she meant this with the utmost sincerity.

Fluttershy couldn't help but to mirror Rarity's smile. “Thank you... I don't know what to say...” However a thought flashed through her mind. A detail she had overlooked that threatened to frenzy herself again. “Rarity, I'm upset over something that might not even happen. I feel bad that I haven't asked your feelings over the matter.”

“You don't need to.” Rarity replied simply.

“Because you don't like me...” Fluttershy's ears drooped, her head lowered, and she went to pull her forehoof back but Rarity didn't let go.

“Quite the opposite. I do like you.”

“As a friend.” Fluttershy assumed.

“A little more than a friend.” Rarity thanked the wine for it's assistance that allowed her to speak freely, even in this situation. Though it still wasn't easy by far. She could feel the heat rise to her cheeks. Fluttershy however, still did not look convinced.

Rarity sighed and slid her glass gently to the side, then did the same to Fluttershy's. She pulled her hoof from Fluttershy's and braced her two forelegs on the table. She paused to gaze into her teal blue eyes in one last chance to ensure Fluttershy knew what she was about to do.

Fluttershy wasn't going to wait for her uncertainty to clear when she could easily negate any doubt here and now. Quickly but delicately she placed her own forehooves on the table, leaned in, closed her eyes and pressed her lips to Rarity's who squeaked in response. It took less than a second for her to understand and she too, shut her eyes while returning the kiss.

Rarity's lips were soft, smooth, full and slick against her own. Almost just as she imagined. The feeling itself was better than she had imagined.

Rarity held their kiss for just a moment. When she pulled away ever so slightly and watched Fluttershy open her eyes ever so slowly their gazes were locked and neither could see even the slightest hint of doubt in the other. “Ready for the happy ending?”

“Y-yes.”

Fluttershy was actually the first pony out of her seat as they went to make their way to Rarity's room, leaving the wine and glasses sitting as they were. Even though Fluttershy was the first out of her seat Rarity was the first in her room.

Though she barely had time to turn around before Fluttershy collided with her and covered her mouth with her own. A mix of the buzz from the alcohol and desire from their need to have one another that instant. Fluttershy broke their kiss just long enough to lift Rarity and fly her onto her bed. As soon as Rarity's back hit the covers Fluttershy was on her again.

Rarity moaned and combed through Fluttershy's mane with one forehoof while mapping her body with the other, paying close attention to what area's got a moan or squeak of lustful delight. She found it hard to concentrate however when Fluttershy's tongue invaded her maw and began twirling around her own slick tongue. She could taste the grape flavor of the wine on her lips which made her all the more hungry for the embrace.

By this time Fluttershy was only half supporting her own weight, half laying atop the unicorn, slowly grinding her body against Rarity's, twitching or tensing up whenever Rarity passed over a particularly sensitive spot, primarily near her wings and bare belly. Not long after Fluttershy's wings began to unfurl and tense up ever so slowly until they could strain no further.

Rarity could certainly give points for enthusiasm on Fluttershy's part but it was her turn to have some fun. She didn't give the Pegasus even a second's warning before rolling them over and getting a squeak of surprise from Fluttershy. Luckily she had enough since to retract her wings. Rarity posted her forehooves on either side of her so she could not escape or roll them back.

Rarity stared down at the canary colored mare who stared back with half lidded teal blue eyes and her forehooves hooked over her own shoulders. Fluttershy's cheeks were red along with the top of her muzzle and her mane had become slightly disheveled from the activities. Even looking a mess she was adorable. Though Rarity couldn't help but to imagine how she herself looked but quickly discarded the thought. Not important right now.

She leaned down on her, giving her snout a quick playful lick before closing her eyes and pressing her lips to Fluttershy's. Much slower, more tender and gentler than before. She wanted to savor the moment and Fluttershy made no move to protest, simply returning the delicate kiss with a purr of content.

Rarity broke the kiss to move to Fluttershy's neck,  nibbling and sucking at it. Fluttershy moaned and her grip tightened on Rarity's shoulders. The feeling was new and exciting to her as the pressure accelerated at a unprecedented speed.

Rarity liked the reaction and strove to work more from her. She began her journey down Fluttershy's body, peppering kisses on her chest and belly along the way.

Fluttershy squirmed from beneath her with more  and more need the further Rarity got. Any feelings of nervousness were smothered beneath instinct, lust and pleasure.

Once Rarity made her way to her destination she stopped to examine her current interest so as to plan how to start. What she took as an impatient sigh prodded her to continue on. She  nibbled, licked and planted kisses around the pink skin that bordered Fluttershy's pussy with a quiet moan.

Fluttershy stifled a squeal by biting her lip as Rarity worked the outskirts of her marehood. She wanted to force Rarity's head down to the area that Rarity teased but didn't quite get. However she thought better of the idea seeing as Rarity may be upset afterward. So she decided to wait it out for the time being despite the burning in her lower body.

Rarity didn't make her wait to long but remained agonizingly slow, just tracing the outer folds of her pussy with her tongue which was already slick with arousal. . Fluttershy's hind leg twitched, and she pulled on Rarity's mane as she moaned aloud.

Her scent was intoxicating, and her flavor was delicious to the hormone fueled unicorn. She pushed further and further each time her tongue drug across Fluttershy's marehood. Rarity wanted more exposure to her cute little pussy and spread Fluttershy's legs with her forehooves and little resistance.

Fluttershy yelped as Rarity's tongue finally pierced her outer folds, probing her inner walls for weakness. Her breathing came in short gasp between moans, whimpers and the occasional quiet whinny.

Occasionally Rarity would pull her tongue out to kiss and nip before plunging it right back in.

In no time and with little warning Rarity found Fluttershy's clit. She circled the love nub with her tongue before sucking or nipping at it. With much more haste and much less restraint Fluttershy's wings sprung out to her sides unprompted once more.

Even though Fluttershy had never experienced an orgasm she knew it was rapidly approaching despite an effort of self restraint. Without thinking she released her mane and took hold of the horn atop Rarity's head, resulting in an unexpected whinny from the pony between her legs, causing her to retract her tongue.

Rarity stopped and looked up at Fluttershy, noticing an expression of mild fear and concern.

“I-I'm sorry! I didn't hurt you did I?”

“No no, just took me by surprise. Don't let go next time.” Her voice was laced with a new found energy. Without waiting for a response she pressed her muzzle back into Fluttershy's marehood and reinserted her tongue. She bit down gently when she felt Fluttershy's hoof grip her horn once more. Rarity was pleased to find that Fluttershy had the idea to rub her horn on her own instead of just holding it. Now Rarity couldn't even help her own moans, even when her tongue was buried deep in Fluttershy's pussy.

Then all at once Rarity stopped cold.

Fluttershy whined and looked down at the mare who had a smirk on her muzzle.. “W-why did you stop!?”

Rarity climbed back atop her, pecking her on the lips before answering. “It's not going to end that quickly darling.”

“B-but, Rarity I was so cl- ohhhhh” Her sentence cut short when Rarity pressed her hoof firmly against her pussy, causing her back arch.

“You're going to have to wait.” Rarity smile grew. However she didn't notice Fluttershy's hoof make it's way to her own sensitive slit. Rarity squealed and her head hung low. Fluttershy took the opportunity to recapture her horn, this time holding firm so she couldn't pull away. Fine, you want to play like that, then we will.

“F-Flutters, w-what are you-” Rarity couldn't finish the thought after Fluttershy drug one hoof over her pussy and the other up her horn. All she could manage was another quiet but long drawn out moan.

It was a dirty trick, but effective. She struggled to close her wings, eventually succeeding, then guided Rarity's horn off to the side, forcing Rarity to the bed and reclaiming her dominant position.

She didn't let go until she had straddled her waist and secured her spot atop the unicorn. She sighed with relief once she was able to open her wings again. She planted both of her forehooves onto Rarity's chest and stared down into those big blue eyes.

Fluttershy leaned over, feigning for a kiss, then at the last second... Drug her tongue up Rarity's horn who again, yelped. “I had no idea your horn was so sensitive.” Fluttershy stated with a hint of mischief.

Rarity narrowed her eyes at her before reaching up, and taking the base of each of her wings in her hooves. Fluttershy's legs buckled and she landed on the mare with a sharp whinny and her muzzle buried in Rarity's shoulder. “I had no idea your wings were so sensitive.” Rarity mocked, gently stroking each of her soft feathered appendages. When Fluttershy tried to stand, Rarity held her down by the base of her wings. She allowed her just enough space to rise so that she could push her away. Only until she was sure she had enough room to slide from under her did she let go.

Fluttershy didn't try to stop her, actually taking a few more steps back herself once she was free. Though she wasn't free for long.

Rarity circled around her as the pink maned mare tried to regain her composure. When she got behind her she noticed how strong her scent had gotten. She's close. Rarity smiled and propped herself up on Fluttershy's flanks, forcing her lower body to the ground, then crawling atop her back, straddling her rear.

Fluttershy, lowered the front half of her body, resting her muzzle on her hooves with no intentions of resisting at the moment. Her mind was too clouded to concentrate on fighting back. It only got worse when she felt Rarity's hooves begin to knead the muscles at the joints of her wings. She bit one of her hooves to keep quiet.

Rarity worked her way up to Fluttershy's shoulders, only to make her way back down to the base of her wings, then out to the tips, and back to the base. With each repetition she felt Fluttershy's body loosen up and her breathing became deep slow inhales an exhales. Rarity had a feeling the massage was relaxing her more than arousing her but that was okay. She wanted her to calm down a bit before the pace picked back up.

Rarity traced her hooves up Fluttershy's back as she lowered herself down atop her. She nipped at the side of her ear and got something between a giggle and a purr in response.

“Mmm Rarity.” Fluttershy moaned.

“Yes Flutters?” She breathed into her ear.

“Mm'take me please.” She purred.

“Oh Shy, that doesn't sound like the pony I know.”

“Ohh Rarity, don't mess with me.” Fluttershy whined.

“I'm sorry Shy.” She nipped at her ear again. “Are you sure you're ready?” The question was sincere though the tone was quite playful.

“Yes Rarity, just... please just do it.” Her tone became pleading, desperate even.

All of a sudden Rarity frowned as a stray since of doubt crossed her mind. This isn't what she wanted. If anything she had initially thought was happening between them this was not how she wanted it all to start. She crawled off of the yellow mare beneath her and sat on the bed.

Fluttershy rolled over and propped herself up on her forehooves. “R-Rarity? Is something wrong?”

“T-this isn't right.” Rarity sighed.

“What isn't?”

“I feel like I am using you. I got you drunk and now-”

“Stop.” Fluttershy cut her off quickly. She pushed herself up to a sitting position. “First... I'm hardly drunk. A few glasses of wine aren't going to do much. Second, I was the one who initially wanted it.” The statement came off a bit more forceful than intended but she was a bit frustrated from her refused orgasm and Rarity's sporadic assumption that her desire was fueled by nothing more than alcohol and lust.

Rarity flinched but couldn't think of an intelligent response. Atop of pleasure and her diffident feeling, her face was now burning with shame. “S-Shy, I didn't mean to offend you.”  Rarity replied quietly, avoiding eye contact.

Now Fluttershy felt bad. “I'm more upset than offended Rarity. I mean... It's just that... I don't know if you trust me is all.”

“Of course I trust you!” Rarity exclaimed. Now she felt like a fool. I'm just getting cold hooves. She concluded.

“Then what's wrong?”

Rarity took a deep breath. “I guess... I guess I might be nervous.” She admitted.

A look of sympathy flashed through Fluttershy's clouded eyes. “Nervous of what?”

“That you may regret this later.” She looked up into her eyes.

“I won't.” Fluttershy stated.

“You don't know that.”

“I do. If I even so much as thought I'd regret this I'd have never brought it up.” Fluttershy got to her hooves and took a step towards Rarity. “Is it because... I'm a virgin?” Fluttershy asked hesitantly.

Rarity nodded There it was, the truth. “And I'm not.”

“So?”

“So... I don't want you to feel like another notch on my belt.”

“I'm not am I?”

“Of course not.”

“Then I don't feel that way.” Fluttershy stated.

“I want your first time to be special Shy. Even if it isn't with me.” She closed her eyes and let her head hang low.

Fluttershy closed the distance between them and moved her forehoof under her chin to raise it. She leaned forward and pressed her lips to Rarity's, holding it for a second, then pulled away. “Rarity... I couldn't think of anypony better to share this experience with.”

Rarity smiled wide, a tear escaped her eye. “S-Shy, do you really mean that?”

“Yes Rarity... It's not the wine... It's not lust... Just you and me. I'm ready. I want it... I need it.” On those last few words the pleading tone reintroduced itself. Despite this she really did mean every word.

Rarity had heard enough. She covered Fluttershy's lips with her own and gently pushed her until Fluttershy fell onto her back, breaking their lip's embrace once more. She stood over her and stared into her eyes with a new found appreciation for the yellow furred mare.

A piercing feeling of admiration struck her heart. She means it. She really does. Another tear escaped her eye, however a familiar burning in her loins took precedence in her mind. So she sat atop the mare, but not entirely. Took one of Fluttershy's hind legs with her foreleg and raised it just enough to slide her own hind leg beneath it.

Fluttershy squirmed with anticipation and bit her lower lip. The moment their two pussies made contact she squealed and took hold of the bed sheets. She almost thought she heard Rarity giggle through her own moan but she couldn't be sure.

It started slow, a gentle rhythmical motion that picked up in tempo ever so slightly as they progressed. Rarity wanted to be gentle for her, so as not to hurt her. However her own lust could not be contained and she had not heard anything in Fluttershy's voice that suggested pain or discomfort.

It wasn't long before Fluttershy began to match Rarity's thrust with her own, mainly out of instinct. A conscious thought had not encouraged this.

Their grunts, whinnies and whimpers grew louder with each thrust. Their tails curled with one another in a subconscious gesture of affection. Their clits brushed and flicked across one another and the slick arousal of each other's mixing juices served only to increase the friction. The heat generated from this was almost unbearable but it burned so good. Fluttershy's grunts and whimpers became more and more frantic as time went on.

Fluttershy wanted to hold out longer, to savor the moment, but she couldn't keep it contained any longer. Her body tensed and locked up, the sheets held tight in her hooves and her back arched with one last cry just before her body was wracked with  wave after wave of a feeling she had never experienced with anypony before, much less herself.

From the sound that escaped Rarity's maw a few seconds later she must have went over the edge herself. Rarity doubled over and took Fluttershy's forehooves in her own who herself, gladly released the sheets to accept Rarity's hooves.

When her own spasms of pleasure ended she began the task of catching her breath while uncrossing their legs in favor of straddling the gold furred pegasus's waist. Rarity looked up into Fluttershy's face who was staring at her with an expression she could not read. It was like a cross between awkward interest, self gratification and mild surprise.

Rarity's blush deepened and she averted her gaze. “Fluttershy... What are you staring at?” The giggling that followed only served to further her timidity. You're acting more like Fluttershy than Fluttershy is. She told herself.

Before Rarity could protest Fluttershy wrapped her forehooves around her neck and pulled her down in a gentle yet secure embrace. Fluttershy was left with a giddy feeling after the unique experience and was content with restricting Rarity in a unyielding pony hug.

The feeling proved to be contagious. Rarity nuzzled the side of Fluttershy's neck and nipped playfully at her shoulder. A short while later Fluttershy released her, and Rarity rolled off to the side with a happy sigh.

“I was looking at your reaction.” Fluttershy told her.

“Huh?” Rarity spared her a sideways glance.

“You asked what I was looking at. I was looking at your reaction to your... um...”

“I get it.” It hadn't taken long for Fluttershy's bashful nature to take over once more, and this made Rarity smile.

“I've just never... Well, I've never done that before!” She couldn't hide the enthusiasm in her voice. The bed shifted beneath them as Fluttershy squirmed with an unexplained energy.

Rarity stilled her by draping one of her forelegs around her and giving her a quick peck on the lips. “I'm glad you enjoyed it.” Rarity smiled.

The gesture succeeded in calming her. Fluttershy covered Rarity's torso with her free wing, placed her forehooves on her chest and teased Rarity's hind hoof with her own. Interestingly enough this had a bashful effect on Rarity.

“A-are you playing hoofsies with me Fluttershy?” She half giggled and averted her gaze.

“Oh... I'm sorry, if you're uncomfortable I could-” She didn't have the chance to shy away before Rarity trapped her hoof with her own, giving Fluttershy an apologetic look.

“After tonight, I'm hardly uncomfortable darling.” Rarity nuzzled Fluttershy's cheek. “I just wasn't expecting you to be so affectionate all of a sudden.”

“I-Is that bad?” Fluttershy asked hesitantly.

“Not at all. I like it.” Rarity smiled warmly and gave her a gentle squeeze.

Fluttershy squeaked when Rarity squeezed her. “Y-you know Rarity... The uh... well, what we did... That we had...”

“Sex.” Rarity finished with a hint of amusement after Fluttershy visibly relaxed.

“Thank you... What I was trying to say was... That wasn't even the best part.”

“Oh? What was then?”

“This, right here and now. Laying with you, giggling, cuddling and talking.” She must think I'm cheesy.

“N'awww. C'mere.” Rarity kissed her again. When they parted Rarity had a mischievous look on her muzzle. “I guess we really don't need to rut anymore then.” She purred.

“O-oh... No I didn't say that.” Fluttershy replied and they both burst into a fit of laughter.

“I was kidding of course.” Rarity managed between the dieing giggles of her outburst. Once they both settled Rarity snuggled underneath Fluttershy's soft, warm, feather covered wing and purred. She had trouble stifling a yawn. “I'm getting a little sleepy.” She stated, but never got any sort of reply. “Fluttershy?” Rarity looked up only to see that Fluttershy was already well on her way to sleep after the adrenalin had shut down. That was fast. Rarity smiled and pecked her on the cheek. “Good night my little pegasus.”

With that Rarity closed her own eyes and let sleep take her exhausted body and mind into the blissful world of dreams.