Saturday had arrived and Rainbow had been excited and a little nervous all day. She wanted the night to go absolutely perfectly for Twilight. After all, you only lose your virginity once, she thought. It was almost five o'clock and Rainbow was just finishing preparing the table for their meal. Okay let's see here, clean white tablecloth, check. Candle holder with candles lit, check. Red cloth place mats, check. Cutlery placed out correctly, check. Wine in chiller bucket next to the table, check. Wine glasses set out, check. Simple salad prepared and waiting in the fridge to be served, check. Garlic bread keeping warm in the oven, check. Surprise dessert item, check. Rainbow then looked herself over. All showered and clean shaven, check. Nice long sleeve white shirt, black dress pants and shiny black shoes, all check. Mane and tail combed, check. Fingernails clean and trimmed, check... Did I just do a whole mental checklist of everything!? By Celestia, Twilight's rubbing off on me! Rainbow smiled. Well, could be worse I suppose.

Rainbow heard a knock at the door, she went to answer it. When she opened the door, her jaw dropped and she froze up. Twilight was standing there wearing a tight black dress that accentuated all her curves. It was low cut, showing off her cleavage beautifully. It had a slit running up most of the right leg and the dress ended around her ankles. She was also wearing some simple but elegant black high heels, though not very high, and some long black gloves that covered her forearms and went about half way up her upper arms. As Rainbow's eyes traveled up to Twilight's head, she noticed a thin black velvet choker around her neck. She also saw that Twilight had left her mane in it's usual style, though it did look shinier than usual. Twilight was blushing from Rainbow's ocular attention.

"H-hello Rainbow, c-can I come in?" she shyly asked. Rainbow snapped out of her reverie and shook her head.

"Y-yeah, yeah, sure. Come on in," Rainbow said, moving aside to let her in.

"Thanks," Twilight said as Rainbow closed the door.

"Twi, you look amazing, I can't stop looking at you," Rainbow said. Twilight blushed again.

"You're looking pretty good yourself. Your rainbow mane and tail breaking up the black and white, it's very attractive," Twilight said, turning her face away out of embarrassment. Rainbow stepped forward in front of Twilight and reached her hand up to Twilight's chin and gently guided her face with her fingers so that they were looking each other in the eye.

"Thank you," she said quietly. "But I have nothing on your sexiness, you are so hot right now Twi." Rainbow leaned forward and gently kissed Twilight. Twilight shivered a little, when they broke the kiss, she smiled up at Rainbow.

"You're too kind Dashie, this is just something Rarity quickly threw together," Twilight said.

"It doesn't matter how long it took, you are stunning. So, is this what Rarity wanted to see you about?" Rainbow asked. Twilight shook her head.

"No, actually the dress was Fluttershy's idea. Rarity's gift was something else, I-I'll show you later," Twilight smiled sheepishly. Rainbow smirked.

"Oh, something sexy is it?" Rainbow asked in a teasing fashion.

"W-well, sort of, it's something that may help, er, later on tonight. I'll show you then," Twilight blushed.

"I look forward to it," Rainbow smiled gently. "Anyway, you hungry? Cause I can serve up dinner if you want." Rainbow said, pointing with her thumb over her shoulder toward the dining room. Twilight nodded.

"Yeah, I am hungry, I've been looking forward to seeing what you made," Twilight said.

"Okay, this way," Rainbow said, leading the way to the dining room. She pulled out a chair for Twilight and gestured for her to sit. Twilight giggled at the formal gesture.

"Thank you," Twilight smiled.

"I'll be right back with the food, won't take a minute," Rainbow said walking into the kitchen. She grabbed the salad bowl from the fridge which still had the salad tongs in it. Then she grabbed the garlic bread from the oven and put it on a plate as well as grabbing two bowls for their salad. She carried the whole lot into the dining room. She sat the plate of garlic bread to one side of the candle holder and the salad to the other side. Carefully stepping around the chiller bucket, she sat one bowl in front of Twilight and the other in front of her place at the table. She then started to use the tongs to toss the salad a bit more.

"Wow Dashie," Twilight said. "This all looks amazing, and so classy, I'm very impressed." Rainbow beamed with pride.

"Thanks Twi, I can't cook that much but I make a mean salad, and I know a thing or two about setting a table," Rainbow smiled. "I know Rarity would probably call this 'adequate' but I think overdressing a table looks ridiculous." Twilight giggled.

"I couldn't agree more Dashie, you have everything you need here and nothing that you don't. It all looks so clean and elegant, very efficient, I like it a lot," Twilight said. Rainbow didn't think she could smile any bigger.

"Thanks Twi," Rainbow said. Using the tongs she started to serve the salad into Twilight's bowl. "Okay, here we have a lettuce, tomato, and daisy salad in a light dressing with alfalfa sprouts."

"Ooh, I love alfalfa sprouts in salads," Twilight said happily. Rainbow found she could smile a bit bigger after all.

"I know," Rainbow said. Twilight looked up at Rainbow and just smiled, blushing a little.

"You're so thoughtful Rainbow, I love you," Twilight said.

"Love you too Twi. Try some garlic bread, it's my mom's recipe," Rainbow said.

"Okay," Twilight said. She reached over to the plate and broke off some garlic bread. While she was doing this Rainbow served the rest of the salad into her own bowl.

"So, Fluttershy was at Rarity's place last night?" Rainbow asked. Twilight swallowed the piece of garlic bread she was chewing.

"Yeah, not sure why she was there, just visiting I guess. I was a little nervous about her being there, because I suspected that what Rarity had to give me would be kind of personal, and it was," Twilight blushed. "She looked so happy though, sitting there next to Rarity, I couldn't just ask her to leave. After Rarity presented her gift, that was when Fluttershy suggested the dress idea. She only gave a basic description but Rarity loved it and ran with it."

Rainbow then sat down in her chair and reached down to get the wine bottle. "Wine?" Rainbow asked as she lifted the bottle. "I don't know a thing about wine so I just got this cheap red wine from Barnyard Bargains, but I've had it before and I think it's pretty good. Sorry I don't have anything fancier." Rainbow looked a bit downcast.

"It's okay Dashie, I'm not into fancy wines either, I'm happy to try this one," Twilight said, smiling. Rainbow smiled back.

"Thanks Twi, I was worried that would ruin the meal," Rainbow said.

"Not at all, pour us some, let's see what it's like," Twilight said.

The wine bottle had one of those corks that stick out the top a fair way so that you can just grab it and yank it out without needing a corkscrew. So Rainbow did just that and a loud pop sound echoed in the room. She then poured a glass for Twilight and herself. They both picked up their glasses and brought them gently together. "Cheers," they said in unison. Taking a sip each, they sat their glasses down.

"Oh, a bit tart, but not in a bad way," Twilight said. "It also has a pleasant little burn from the alcohol, not bad overall."

"Yeah," Rainbow agreed as she got a piece of the garlic bread herself. "It's funny that Fluttershy suggested Rarity make you a dress, wasn't she telling Rarity off for working too hard just a few days ago?" Rainbow queried.

"I asked her about that actually, while Rarity was busy sewing in the other room. She said that making a friend look good wasn't work to Rarity, apparently she finds it relaxing in a way. After seeing the sparkle in Rarity's eyes when I tried this on, I'm inclined to believe her," Twilight explained.

"Hmm, guess that makes sense," Rainbow mused.

They ate the rest of their meal in a comfortable silence, sometimes looking over and smiling at each other. By the time they had finished their salads all the garlic bread was gone and they'd had a couple of glasses of wine each.

"That was a wonderful meal Dashie," Twilight said leaning back in her chair. "A wonderful salad, delicious bread and a lovely wine," she sighed contentedly. "I don't think I could imagine a more perfect meal. I feel full but not weighed down at all, so satisfying."

"Well, I didn't think it'd be a good idea to have a rich heavy meal right before, well you know," Rainbow said.

"A lot of physical exercise," Twilight giggled.

"Well yeah," Rainbow laughed a bit as well. "Buuut, that doesn't mean we can't have a little something richer. Wait here." Rainbow went into the kitchen and returned a short while later, placing a plate in front of Twilight and one in front of her place before sitting back down. On each plate was three chocolate blobs with a toothpick coming out of each of them.

"What are these Dashie?" Twilight asked.

"Chocolate coated strawberries, I thought they might go with the wine," Rainbow replied. She poured them both a third glass of wine, finishing off the bottle.

"Oooo, I've never tried these before, they sound lovely," Twilight said picking up one of the toothpicks. She put the strawberry in her mouth and pulled it off the toothpick, she leaned back in her chair and closed her eyes as she slowly chewed. "Mmmmm, mmmmm," she moaned in pleasure. She swallowed and then took a quick sip of wine. "Mmmmm, oh how decadent! These are amazing Rainbow!"

"I know right!?" Rainbow said before eating her first strawberry.

They ate the rest of the dessert in silence except for the occasional moan of pleasure from Twilight. Every time she moaned, Rainbow would smile at her.

"Wow Rainbow, that was delicious," Twilight said. "What a way to end a meal, mmm" Twilight hummed contently with her eyes closed. Rainbow smiled wide.

"I'm glad you liked it, it was all worth it to see that look on your face," Rainbow said. Twilight blushed a little.

"It was amazing, thank you Dashie," Twilight said quietly.

Rainbow collected up all the dishes and cutlery into a stack and returned them to the kitchen, she then retrieved the chiller bucket and put it away too. She then returned to the dining room and with a quick flap of her wings, blew out the candles.

"So, er, why don't we head to the bedroom," Rainbow gently suggested.

Twilight took a deep breath. "Okay," she said.

Rainbow held out her hand and helped Twilight get up. She kept a hold of Twilight's hand and gave it a gentle squeeze. "You don't have to be nervous Twi," she said with a smile. "We'll go as slow as you want, we don't even have to start right away. We have all night, we could just sit on the bed and talk for a while til you're comfortable. It could literally be hours before we even take off any clothes, okay."

Twilight let out a big sigh and seemed to relax a bit. "Thanks Dashie, I mean, I knew that but hearing you say it makes me feel a lot less nervous."

"That's good, I want you to enjoy this Twi, and I don't care how long it takes. Yeah, I'm usually about going fast, but not with this," Rainbow said. She led Twilight by the hand into her room and to her double cloud bed. She sat cross-legged on the bed and gestured to Twilight to do the same. Twilight did so, sitting in front of Rainbow facing her. "So Twi, why don't you show me what Rarity gave you?"

"Oh, okay. I suppose now is as good a time as any," Twilight said. She reached a hand into the top of her right glove and pulled out what looked like a small blue stretchy rubber ring. She held it in the palm of her hand between the two of them.

"Okay, what is it?" Rainbow asked.

"It's, um, a constriction ring," Twilight answered while blushing.

"Okay, what is it?" Rainbow asked again.

"Um, okay, remember how I told you that I have difficulty maintaining an erection for more than a short time?" Twilight asked. Rainbow nodded. Twilight closed her eyes and took a deep breath.

Oh, she's going into lecture mode, she's so cute when she does this, Rainbow thought.

"Well, this silicone rubber ring is designed to fit around the base of the penis. It constricts the veins of the penis. In other words, it restricts the blood flow out of the penis and keeps it erect longer, in theory anyway." Twilight explained. "Also, this constriction can increase the pressure in the corpora cavernosa beyond the normal level, causing a small increase in overall dimensions."

"Um, okay, I think it's really sexy when you get all technical like that but that last part made no sense to me at all," Rainbow said. "The first part I got, it keeps it hard for longer, but then you lost me."

"Sorry," Twilight smiled sheepishly. "Got carried away there. Um, the last part means it might make my erection slightly bigger."

"Bonus!" Rainbow pumped her fist in the air. Twilight blushed heavily.

"Heh heh, yes well, that's what it does," Twilight said.

"Sounds awesome, how about we put it on the nightstand here til we're ready to use it?" Rainbow suggested. Twilight nodded and handed it to Rainbow to put on the nightstand. "Hey, this thing is squishy," Rainbow said. After squeezing it a few times, she threw it up in the air and caught it a few times. Oh, I have an idea, hehe, Rainbow thought. Rainbow threw it up higher and forward a bit, when it came down it landed right over the tip of Twilight's horn where it settled about half way down her horn. "Score!" Rainbow cried, pumping both fists in the air. Twilight looked at her with a deadpan expression.

"Of course you would make a sport out of my horn and a sex aid," Twilight said dully. Rainbow laughed.

"Of course it's a sport, it's not like your horn needs to be any harder," Rainbow chuckled. "Though you could have used it during that whole poison joke thing," Rainbow laughed even harder. Twilight continued her deadpan expression.

"Oh come on Twi, you got to admit that was pretty funny," Rainbow said. Twilight's expression remained for a second but then she smiled and broke out laughing.

"Okay, okay, that was pretty funny," Twilight chuckled. She removed the ring from her horn with her magic and levitated it to the nightstand. She reached over and put her hand on Rainbow's thigh and smiled. "Thanks for lightening the mood Dashie, I love you."

"Love you too, Twi," Rainbow smiled back. For a moment they just looked into each others eyes, enjoying a comfortable pause. After a minute Twilight slowly pulled off her gloves and threw them off the end of the bed.

"Figured we should start somewhere," Twilight giggled a little. Rainbow smiled and reached over and held both of Twilight's hands in her own, rubbing the back of them with her thumbs.

"Sounds good to me Twi," Rainbow said. She released Twilight's hands and starting running her hands up and down Twilight's forearms. Twilight smiled. Rainbow noticed that Twilight was adjusting her legs because her shoes were digging into the sides of her legs. "Let me get those shoes for you Twi." Rainbow got off the bed and sat cross-legged beside it. "Throw your legs over here Twi." Twilight turned to the edge of the bed letting her legs drop off the side.

Rainbow picked up Twilight's left foot and leaned down and kissed the top of her foot. Twilight gasped and blushed, leaning back a bit and supporting her weight by putting her hands behind her on the bed. Rainbow noticed the strap around Twilight's ankle that she couldn't see before because of the length of her dress. She unbuckled the strap and gently slid of the shoe, throwing it on the floor at the end of the bed. Twilight wiggled her toes in response to them being freed. Rainbow held her foot in both hands gently massaging it.

"Mmm," Twilight hummed. Rainbow leaned down and kissed the top of her foot again, then lifted it up a bit and put Twilight's big toe in her mouth and gently sucked it. Twilight gasped. "R-Rainbow! What are you doing?" Rainbow slowly released her toe with a small pop sound.

"You've got really cute feet Twi," Rainbow smiled up at her. "I told you before, I think your whole body is beautiful and I want to spend tonight exploring all of it." Rainbow said sincerely. Twilight was blushing and had tears in her eyes, clearly at a loss for words. "Just sit back, relax and enjoy Twi," Rainbow said. She returned to sucking on Twilight's big toe while massaging the balls and arch of her foot. She then worked her way down the line, sucking on each toe in turn. When she got to the little toe, she found she could barely get her lips around it, it was so small. She giggled before releasing it. "You have such cute little toes Twi," Rainbow said laughing a little. Twilight just blushed again.

Rainbow put down Twilight's left foot and picked up her right. Unbuckling the strap, she gently removed the shoe and threw it with the other one. Rainbow smiled as Twilight wiggled her toes again. That's so cute! she thought. She lifted Twilight's foot up and began sucking on her big toe. She noticed Twilight's breathing had gotten a bit heavier. She started running her hands up Twilight's calf while sucking on her toes one by one.

"Mmm," Twilight moaned lightly. Rainbow stopped sucking for a moment but kept gently massaging her calf and foot.

"You like that Twi?" Rainbow asked.

"Mmhmm," Twilight replied. "Feels nice, I like when you use your tongue." Rainbow had returned to sucking her toes and flicked the one in her mouth with her tongue. "Mmm, yeah, like that," Twilight added. After about a minute of toe sucking, Rainbow took them out of her mouth and started to rub her cheek against the sole of Twilight's foot. Twilight lightly gasped. "Mmm, your face feels so soft," Twilight said.

"Mmm," Rainbow hummed, enjoying the feel of the hard smooth skin on the balls and heel of Twilight's foot, and the contrasting softer skin of the arch. Rainbow then put Twilight's foot back on the floor and she placed her hand gently on Twilight's thigh. Twilight looked down at Rainbow panting lightly, Rainbow smiled up at her. "You doing okay Twi?" Rainbow asked gently. Twilight nodded.

"Yeah, I just can't believe you did that. I didn't think you'd be interested in my feet, but that felt really nice," Twilight said.

"Why wouldn't I be interested, you have the cutest little feet I've ever seen Twi, really sexy," Rainbow said giving Twilight's thigh a light squeeze. Twilight blushed again and smiled. "Are you ready to move on? Maybe strip off a bit more?" Rainbow asked gently. Twilight smiled and nodded. "Oh wait, I should do that too," Rainbow said, removing her shoes and socks and throwing them over with Twilight's shoes. She unbuttoned the top button of her shirt.

"Wait!" Twilight cried. Rainbow stopped and looked up at her. "I-I want to do that, please?" Twilight asked timidly. Rainbow smiled.

"Course Twi," Rainbow replied. She stood up and helped Twilight to her feet so they were standing in front of each other. Twilight slowly moved her hands to the second button and undid it, then the third and fourth. As she continued down the line Rainbow helped out by un-tucking her shirt from her pants and undoing the buttons that hold the cuffs tight. When Twilight undid the last button she moved her hands up to Rainbow's shoulders and hooked her thumbs under each side of the shirt and gently pulled it off of Rainbow's shoulders and over her wings. She let the shirt fall to the floor before a quick burst of magic moved it over to the pile of clothes at the end of the bed. Rainbow wasn't wearing a bra, as usual, and Twilight took a moment to admire Rainbow's small breasts and firm abs.

"Wow," Twilight breathed. Rainbow smiled. Twilight put her hands on Rainbow's sides and starting stroking up and down while staring at her half naked body. Twilight's thumbs kept brushing the sides of Rainbow's breasts and her hands were lightly shaking.

"Twi?" Rainbow said getting Twilight's attention. "You can touch them you know? I want you to. I mean, come on, you've touched my pussy before Twi, this should be easy," Rainbow said gently, smiling at her. Twilight smiled back.

"That seems like years ago now, I guess I'm just so nervous it feels like we're starting from scratch," Twilight replied. She looked down to her hands and with a deep breath, moved both hands over Rainbow's breasts and lightly squeezing them. "Oh wow, they're softer than I thought they'd be," she squeezed again. "They feel so nice."

"Aren't yours really soft too?" Rainbow asked, a little confused. Twilight blushed.

"M-mine feel, kind of jiggly and flabby. Yours are just wonderfully soft. C-can I lay my face a-against them?" Twilight asked nervously.

"Course Twi, anything you want," Rainbow replied. Twilight crouched a little and leaned her head forward, twisting her head to the side she started rubbing her right cheek against Rainbow's left breast. This caused her cheekbone to rub against Rainbow's rather hard nipple, Rainbow gasped sharply. Twilight snapped to attention immediately.

"Sorry! Did I hurt you!?" Twilight said in a panic. Rainbow quickly put her hands on Twilight's shoulders.

"No! No, you didn't. It's okay, I was just a bit surprised by how much you rubbed my nipple. It's rather sensitive, you know." Rainbow said. Twilight took a deep breath and let it out slowly.

"Good, good," she said breathing a few more times. "I'm sorry I'm so nervous Dashie, this isn't going well at all," she added sadly.

"Hey, hey, that's not true. You're doing great," Rainbow said, pulling Twilight into a hug. Twilight just let out a long sigh. Think Dash, got to distract her somehow, I know. Pulling back from the hug, Rainbow held Twilight's chin in her hand and guided her so they were looking at each other. "Hey, now you know my nipples are sensitive, do you want to, um, suck on them?" Rainbow asked, suddenly embarrassed. Twilight blushed heavily.

"I-I, um, might like that, if you want me to that is?" Twilight said.

"Yeah, I want you to," Rainbow smiled.

Twilight smiled back at her then crouched again, this time facing Rainbow's chest directly. She leaned her head back slightly so that her horn wouldn't be pressing down onto Rainbow's shoulder. She moved slowly forward and placed a light kiss on the tip of Rainbow's left nipple. Rainbow gave a small gasp, this time Twilight didn't panic and moved forward again, letting her lips glide over the tip slightly before backing off again.

"Oh, that feels good," Rainbow whispered, her head tilting back. Seemingly encouraged by Rainbow's reaction, Twilight did the same again, but this time let her lips slide over the whole nipple, pressing her lips against Rainbow's breast. She gave a gentle suck, Rainbow gasped sharply but quickly put her hand on the back of Twilight's head and held her there to let her know it was fine. "Keep going Twi, that was so good." Twilight began sucking gently, almost as a foal would. Rainbow's breathing got heavier. "Mmm, move to the other one Twi," Rainbow urged. Twilight did so, emitting a light groan as she sucked on Rainbow's right nipple. "Are you okay there Twi?" Rainbow asked, concerned.

Twilight let Rainbow's nipple slip from her mouth and stood up straight again. "Y-yeah, i-it's just my underwear is getting a bit, uncomfortable," Twilight said timidly.

"Oh, right! We should get you out of them then. Um, how do you get this dress off?" Rainbow asked.

"Zipper in the back," Twilight replied. She turned around and pointing at it over her shoulder.

"Cool, let me get that," Rainbow said. She grasped the zipper pull and slowly lowered it down Twilight's back, smiling as Twilight's back came into view. When that was done, she gently grasped the shoulders of the dress and pulled them off Twilight's shoulders and slowly slipped the dress down Twilight's body until it reached just past her hips and then let it fall to the floor. Twilight stepped out of the dress and levitated it to the pile of clothes. Twilight was wearing her usual underwear and looking over her shoulder Rainbow could see a prominent bulge in the front. "Do you want me to-" Rainbow began to ask.

"No no, I'll get it," Twilight gently interrupted. Using her magic, Twilight pulled the underwear gently downward. She stepped out of them and floated them over to the pile. Rainbow gently grasped Twilight's hips and pulled Twilight against her, snuggling into her back.

"Mmm," Rainbow hummed and she leaned her head down and kissed repeatedly at Twilight's neck. Twilight leaned her head back resting it against Rainbow's shoulder and giving even better access to her neck.

"Mmm, that feels nice Dashie," Twilight murmured. Rainbow looked down again and saw Twilight's penis already at, or very close to, full hardness. Rainbow estimated that it was a bit over seven inches and about an inch and a half wide.

"Wow Twi," Rainbow said. "You've got an impressive size there."

"Huh?" Twilight said distractedly "Oh! D-do I?" she asked, realizing what Rainbow was referring to.

"Well, I think so. I mean I haven't seen many, well only in pictures, but it looks impressive to me. Certainly a lot bigger than I thought it would it get with how big it normally is," Rainbow answered.

"Oh yeah, it grows quite a bit when it gets erect," Twilight said.

"I'll say," Rainbow said. "Not that I'm complaining," she added.

"Y-you really like it?" Twilight asked nervously.

"Mmhmm," Rainbow said. "It looks great Twi."

Rainbow slowly slid her hands from Twilight's hips and gently ran them over her stomach feeling the smooth skin and wonderful curves. She slid her hands down again and repeated this a few more times while kissing Twilight's neck again. Then she gently brought her hands over Twilight's breasts and gave them a gentle squeeze, feeling Twilight's hard nipples poking at her palms. Twilight gasped. "Oh Rainbow," Twilight whispered, leaning her weight back against Rainbow even more. Rainbow squeezed Twilight's breasts a few more times and the gently pinched her nipples between her thumbs and forefingers making Twilight shudder. "Mmm," Twilight moaned. Rainbow then started running her hands over Twilight's stomach, hips, sides and breasts in seemingly random patterns all while still kissing and sometimes licking and nibbling at her neck.

"Oh Twi," Rainbow spoke in between kisses. "You feel amazing. I feel like I'm holding perfection against me."

"Y-you're just s-saying that," Twilight said while blushing.

"No, no I'm not. My gosh Twilight I don't think I've ever been this turned on with my pants still on before," Rainbow said. "You are smoking hot Twi, I want you so bad right now." Twilight shuddered.

"Mmm, m-maybe I should, take your pants off then?" Twilight asked nervously.

"Yeah, you should," Rainbow said. With one final kiss to her neck she let Twilight go. Twilight turned around and grasped the zipper of Rainbow's pants and pulled it down. Then she released the button and Rainbow's pants practically pulled themselves to the floor. Rainbow stepped out of them kicking them over to the pile, leaving her in just her underwear. Twilight hooked her thumbs into the waist band of Rainbow's underwear and pulled them down enough that they'd fall the rest of the way, Rainbow then kicked them over to the pile as well.

Standing naked in front of each other they both smiled. Twilight moved forward, pressing their bodies together, her erect penis squishing in between her stomach and Rainbow's. As she kissed Rainbow, she brought her arms around Rainbow and held her gently. Rainbow had different ideas though, she brought her arms around Twilight and held her tight while running her hands up and down her back. Rainbow started passionately kissing Twilight and sometimes bringing a hand down to squeeze one of Twilight's butt cheeks. Twilight shuddered and moaned, returning the kiss with just as much passion. Rainbow began moaning as well as Twilight started to squeeze her butt too.

Suddenly Rainbow broke the kiss. Breathing heavily they looked into each others eyes. "Twi, lie down on the bed, there's something I want to do," Rainbow said. Twilight just nodded and did so, laying down and resting her head on the soft pillow. Rainbow climbed onto the bed and positioned herself on her knees between Twilight's legs. She put her hands on Twilight's thighs and gently rubbed them. She looked down at Twilight's erect penis and licked her lips, she then looked up to Twilight's eyes. "W-will you let me, um, suck it?" Rainbow asked, suddenly feeling embarrassed at asking such a lewd question.

Twilight's eyes widened. "Y-you actually want to do that?" Twilight asked, clearly surprised.

"Oh you have no idea how much I want to," Rainbow replied. Twilight blushed.

"I-I have no objections," Twilight said so softly it may as well have been a whisper. Rainbow smiled.

"Thanks Twi, I hope you enjoy it, I've never done this before," Rainbow said. Twilight just nodded. Rainbow leaned down and got a sniff of Twilight's scent. "Wow, so musky, so sexy," Rainbow purred. Twilight blushed and her breathing got heavier in anticipation. Rainbow gently kissed the underside of the head, but any pressure she applied just caused the penis to move away from her. So she grasped the base of Twilight's shaft in her right hand causing Twilight to gasp. "You okay Twi?" Rainbow asked.

"Y-yeah," Twilight responded. "Keep going," she gently urged. Rainbow started slowly sliding her hand up and down Twilight's shaft and gave the tip a kiss, parting her lips a little and letting the very tip slip into her mouth a bit. Twilight gasped. "Oh Dashie, that feels so good." Rainbow kept slowly stroking as she let her lips slide over the tip again and again, taking in a little more each time and giving a little suck every now and again. Twilight shivered and gasped each time Rainbow sucked and moaned each time Rainbow's hand stroked down to the base of her penis.

Eventually Rainbow reached the point where her lips slipped over the ridge at the base of the head and instead of pulling back this time she let her lips form a seal around the shaft and gently sucked the head like a lollipop. "Oooh Rainbow yes, that feels amazing, mmmmm," Twilight moaned. Rainbow started bobbing her head up and down, sliding her lips up and down the shaft. She synchronized her hand and mouth so they were moving as one, with her hand firmly wrapped around Twilight's shaft it ensured that she wouldn't accidentally try to take in too much of Twilight's penis into her mouth. Twilight was moaning with each stroke of Rainbow's lips and hand. "Oh, oh, oh, oh, I'm, going to, climax, soon," Twilight said in between deep breaths. Rainbow suddenly stopped what she was doing, releasing Twilight's penis. Twilight let out a pitiful whine. "Why did you stop?" Twilight asked, sounding almost hurt.

"This is your first time Twi, I thought you might want to cum when we make love, b-but if you want I can go back to doing that." Rainbow said. Twilight took a couple of deep breaths.

"No no, you're right, if I reach climax now I probably won't be able to, um, make love to you," Twilight said while blushing, the last part barely audible.

"Er, you want to use your ring?" Rainbow asked, pointing to the nightstand.

"Oh yes, good idea," Twilight said, levitating the ring over to herself. She slid the ring over the head of her penis, this task made easy by Rainbows saliva coating it. She rolled it all the way down to the base and carefully positioned it in the right place. She then grabbed her penis and gave it a few strokes. Sure enough it did get a bit bigger, the head expanding a bit and the shaft becoming a little more rigid.

"Oh wow," Rainbow said. Twilight blushed. "So, um, you ready?"

"Yeah, I think I am," Twilight said.

Rainbow crawled up the bed, throwing her legs over Twilight's legs so that she was straddling Twilight. She crawled up a bit further so that she could line up her entrance with Twilight's penis. She reached a hand between her legs and nudged Twilight's penis into position. "Are you sure Twi?" she asked one more time.

Twilight was breathing quite heavily as she looked up into Rainbow's eyes and whispered. "Yes Dashie, take me, please take me now."

Rainbow shuddered with excitement. "Okay," she said. Rainbow gently moved back and the head of Twilight's penis slipped easily into her wet passage. They both gasped with pleasure. Rainbow rocked her hips back and forth, sliding herself up and down Twilight's shaft, taking in a bit more with each stroke. They both started moaning in pleasure. After a few more strokes Rainbow slid all the way down Twilight's shaft and ground her hips against Twilight's crotch.

"Oooooh, Rainbow, I'm inside you, I'm actually inside you," Twilight said with tears in her eyes.

"Mmmmm, yeah you are, oh my gosh you're so big Twi, I feel so full," Rainbow said.

Rainbow propped herself up with her hands so she could look down at Twilight's body. Her wings were at full extension as she started moving herself up and down Twilight's penis, going from almost completely out to fully inserted again in a slow steady rhythm. They were both moaning loudly with each stroke.

"Mmmmm Dashie, this feels so good," Twilight said. She was running her hands up and down Rainbow's sides and occasionally bringing a hand around to her front to squeeze one of Rainbow's breasts.

"Mmmmm yeah it does," Rainbow agreed. "My gosh, you're so beautiful Twilight, mmmmm."

"Oh, Dashie," Twilight said.

It didn't take long for their speed to increase to a fairly fast pace, and for Twilight to get close to her limit. "Oh, oh, oh, Dashie, I'm not, going to last, much longer, oh, oh yes," Twilight said.

"Mmm, yeah, cum for me Twi, tell me when you cum," Rainbow said. It only took a few more strokes before Twilight grabbed Rainbows hips and started thrusting harder and faster into Rainbow, her pace becoming erratic.

"Oh, oh, oh, oh yes, yes, yes. Oh Dash, I'm cumming! I, love, you, yeeeeeeeaaaaaaa!" Twilight slammed herself into Rainbow and held her there grinding her hips back and forth as she climaxed. Her scream of ecstasy petered out into silence with her mouth just hanging open. After about twenty seconds her body suddenly relaxed and she started panting heavily as she came down from her orgasmic high.

Rainbow could feel Twilight's penis shrinking inside her, she gently rocked her hips back and forth not wanting to provide too much stimulation for Twilight but not wanting to stop cold either. She looked down at Twilight, her body was covered in sweat and her hair tangled and plastered to her head in places. She had a far-away look on her face and was breathing heavily. By the stars she looks so hot! Rainbow thought. "You okay there Twi?" Rainbow asked. This seemed to bring Twilight back to reality as her eyes suddenly regained focus and looked right into Rainbow's eyes. Her hands shot up and grabbed Rainbow's shoulders and with surprising strength pulled Rainbow down on top of herself and she started kissing Rainbow with intense passion. She broke and kiss and hugged Rainbow tight against her while kissing Rainbow's neck and shoulder.

"Oh, Dashie, I, love you, so much," Twilight said between kisses. Giving up on kissing she kept rubbing her cheek against Rainbow's while continuing. "That was amazing, you're amazing. I love you so much, I just want to hold you here forever. I love you, I love you, I love you!" Twilight cried. Rainbow noticed that her cheek was getting damp.

"Twi, are you crying?" Rainbow asked. Twilight nodded.

"I-I just feel, so amazing, so good, I-I... I just love you so much!" Twilight cried, running her hands up and down Rainbow's back under her wings which were still at full extension.

"I love you too Twilight, I'm glad you liked it." Rainbow said. She brought her hands under Twilight's shoulders and held her tight.

"L-liked it? I loved it! I love you my beautiful angel," Twilight replied. Rainbow lifted her head and looked into Twilight's eyes with a confused expression.

"Angel? Where'd that come from?" Rainbow asked. Twilight blushed and shrank down closing her eyes.

"S-sorry," Twilight whimpered. Rainbow squeezed her shoulders.

"Hey, hey, it's okay. I was just curious, no need to apologize Twi," Rainbow gently said. Twilight relaxed a bit and opened her eyes, looking into Rainbow's curious eyes.

"W-well, you were above me, with your wings out and that look of pleasure on your face and your cloud ceiling in the background. I couldn't help but think how beautiful you looked, like a beautiful angel," Twilight said quietly. Rainbow blushed.

"R-really?" Rainbow asked. Twilight nodded.

"I-it was the most beautiful sight of my life," Twilight whispered as tears shone in her eyes. Rainbow shivered a little and leaned down and kissed Twilight deeply.

"Thanks Twi," Rainbow said when she broke the kiss. "I-I know it may not always seem like it, but sometimes, I want to be seen as beautiful too."

"You're always beautiful Rainbow," Twilight said, bringing a hand up to cup Rainbow's cheek. "I've always thought so, since the day we met," she added with some tears running down her cheeks. Rainbow blushed deeply.

"Thanks Twi, but come on, I'm no Rarity," Rainbow said half-jokingly. Twilight brought her other hand up to cup Rainbow's other cheek and looked deep into Rainbow's eyes.

"Rarity has elegance and poise, but she could never compare to your sheer natural beauty," Twilight said with absolute sincerity. Rainbow blushed and smiled.

"Wow," Rainbow said. She leaned down and kissed Twilight again. "But I'm still not as sexy as you," she added. Twilight giggled and rubbed her nose against Rainbow's. Suddenly Twilight got a panicked look on her face.

"Oh no! You didn't reach climax did you?" Twilight asked.

"Hey it's okay Twi, I don't mind really. It was really fun," Rainbow tried to reassure her. "Also, most ponies call it cumming, not reaching climax, just saying."

"That's not the point Rainbow! Besides you know I don't like slang terms much," Twilight said. Rainbow smirked.

"Really? Cause you said it earlier," Rainbow teased.

"I-I did!?" Twilight said, then realization dawned on her. "Oh my gosh I did, didn't I!? I can't believe I said that!" Rainbow rubbed her nose against Twilight's.

"Hey, it's okay, it was really hot, you should say it more often," Rainbow said gently.

"R-really?" Twilight asked but then shook her head. "That isn't the point, you didn't, er, cum," she added with a blush.

"Like it said, it's cool Twi, I got more satisfaction from making you cum than I'd get from cumming myself anyway," Rainbow reassured her.

"W-well, shouldn't I get to see what that's like too? I-I've never, um, made anyone cum before. I-I'd like to know what that's like," Twilight said nervously.

Huh? Didn't think of that. Stupid sexy Twilight and her stupid sexy logic! Rainbow thought. "Well, yeah of course. I'd love for you to have that feeling but you've already, um, shrunk," she said. Twilight nodded.

"I know, but I did some research in preparation for tonight." Twilight said. Rainbow smirked.

"Of course you did, you wouldn't be Twilight Sparkle if you didn't," Rainbow said playfully. Twilight blushed.

"Yes, well, one thing I researched was cunnilingus," Twilight said.

"Cunni-what-now?" Rainbow asked confused. Twilight giggled.

"Cunnilingus. It means to perform oral sex on a mare's genitals. A normal mare I mean, on a vagina, you get what I mean," Twilight explained with a blush on her face.

"Oh, you mean licking pussy," Rainbow said.

"Y-yeah, that's one way of putting it," Twilight said, her blush increasing.

"You really want to do that?" Rainbow asked. Twilight nodded.

"Since our experience last week I've been wanting to try it," Twilight said. Rainbow smiled.

"Well, I have no objections," Rainbow said. Twilight giggled lightly. "So, er, what position you want me in?" Rainbow asked.

"Hmm, how about you sit on the edge of the bed and I'll kneel on the floor," Twilight suggested. Rainbow smiled.

"Sounds good to me," Rainbow said. She lifted herself off of Twilight now soft penis, they both gasped from the sensation. Rainbow rolled off to the side to let Twilight get up. After Twilight stood up at the side of the bed, Rainbow shifted herself over to the edge sitting her butt near the edge and spreading her legs wide apart. She reached out and grabbed Twilight's hand and pulled her over to her and putting her arms around Twilight's waist. She started rubbing her face all over Twilight's breasts licking and kissing them. Running her hands up and down Twilight's lower back and butt, giving her butt cheeks a playful squeeze every now and again. She started sucking on Twilight's right nipple, Twilight put her hands on Rainbow's shoulders.

"Mmm, Rainbow, I'm suppose to be one pleasuring you now," Twilight said. Rainbow stopped sucking and looked up at Twilight and smiled.

"You are pleasuring me Twi, I could do this all day. Seriously, you are so sexy," Rainbow said and then she buried her face between Twilight's breasts and rubbed it up down. Twilight giggled and smiled down at Rainbow a couple of tears running down her face. Rainbow looked up again. "You okay there Twi?" Rainbow asked. Twilight nodded still smiling.

"Y-you've always said I was beautiful and of course I believed you, but I've never really, felt beautiful until now. With you holding me and, and... I love you so much Dashie." Twilight said smiling with tears streaming down her face. Rainbow smiled back and gave her a squeeze.

"I'm glad, you should feel beautiful cause you are," Rainbow said. Poor thing, it's like nobody has ever told her that she was beautiful before. I guess they haven't, I am her first marefriend after all. Well, I don't care how long it takes I'm going to make up for that, even if it takes the rest of my life, she thought.

"Um, d-do you think I could, er, get started now," Twilight said wiping her eyes. Rainbow released Twilight from her embrace.

"Of course Twi," Rainbow replied. Twilight knelt down in front of Rainbow and ran her hands up and down Rainbow's side. Pressing her face into Rainbow's right breast and gently sucking her nipple.

"Mmm, I love how soft your breasts are," Twilight said, rubbing her face against it before going back to sucking on her nipple. Rainbow smiled and just stroked Twilight's hair. Twilight began moving her head further down, kissing and licking Rainbow's firm, but not overly defined, abs. She brought her hands down and began stroking Rainbow's inner thighs. Rainbow leaned back and propped herself up with her arms as Twilight slowly kissed and licked her way further down.

When Twilight reached the top of Rainbow's pubic mound, she stopped and put her arms under Rainbow's thighs and brought her hands over the top of them. This made it seem like Twilight was holding Rainbow's legs apart, but really Rainbow wasn't resisting at all. Twilight's face was now right in front of Rainbow's vagina.

"Wow," Twilight whispered her breathing a bit heavy.

"Hmm?" Rainbow asked distractedly.

"I, never thought I'd ever be this close to a, just wow. And the smell, mmm, I love your scent Rainbow it's almost intoxicating," Twilight said quietly. Rainbow brought a hand forward and gently stroked Twilight's hair.

"It's okay Twi, take your time, there's no rush," Rainbow said gently. Twilight looked up into Rainbow's eyes and they both smiled.

"Thanks Dashie, I-I really want to do this but, I'm so nervous," Twilight said blushing slightly.

"I know, it's okay, it'd take a pretty big mistake for you to hurt me at all so don't worry. Just avoid using your teeth and you'll do fine. Just explore for a bit, find what works," Rainbow reassured her.

"W-well, there are a few things I read about that I want to try, but how will I know if it's good for you?" Twilight asked. Rainbow giggled.

"Cause I'll tell you silly, but you should be able to tell from my reactions. I'll also tell you if you do something wrong, but I doubt that'll happen," Rainbow answered. Twilight smiled.

"Okay, um, I'm just going to start off really slowly though," Twilight said.

"Of course Twi. Like I said, take your time, enjoy it. I know I've always liked licking pussy," Rainbow said. Twilight blushed.

"I-I hope I like it too," Twilight said with a small smile. She looked back down to Rainbow's vagina and looked at it for a moment, taking a few gentle sniffs and humming her approval of the scent. She moved her head forward, puckered her lips and gently kissed Rainbow's labia. Rainbow gasped lightly and Twilight pulled back. "Wow, it's so smooth and slick," Twilight licked her lips. "And it still tastes amazing," she added. She looked up to a blushing Rainbow Dash.

"I-I'm glad you like it," Rainbow said quietly. Twilight smiled and looked back down down again.

"Mmm," Twilight hummed lightly then moved forward and kissed Rainbow's labia again. Leaving her lips pressed against it, she parted her lips and flicked the tip of her tongue against Rainbow's labia. Rainbow started to breath more heavily. Twilight opened her mouth further and started licking up and down the middle of the labia. She pressed her mouth against Rainbow's crotch, sealing her lips around most of Rainbow's labia. She gently sucked Rainbow's labial lips into her mouth. Rainbow's labial lips were pressed between her tongue and cheeks with each stroke of her tongue.

"Ooooh yeah, that's nice Twi, mmm," Rainbow said encouragingly. Twilight had her eyes closed and was gently moaning. Rainbow brought her hand forward again and stroked Twilight's hair gently. "Are you, mmm, enjoying yourself Twi?" Rainbow asked. Twilight just gave a small nod and kept going. "Good, mmm, cause this fells amazing," Rainbow said while caressing Twilight's ear.

After another minute or so, Twilight pulled back slightly breaking the seal she had created against Rainbow's labia and moved her mouth downward. She then sealed her lips around Rainbow's entrance and swirled her tongue gently around the outer rim. "Ooooh, yeah, Twi that's great," Rainbow encouraged. Twilight then pushed her tongue inside of Rainbow's entrance. "Ooooh, yes, get in there. Oh Celestia yes," Rainbow said stroking Twilight's head more firmly. Twilight pushed her tongue in as far as it would go and swirled it around in circles. "Yes, yes Twi, oh yes," Rainbow said, breathing heavily.

"Mmmmm," Twilight moaned, sending vibrations through Rainbow's vagina.

"Oooh yeah, mmm," Rainbow said. Twilight retracted her tongue and moved her lips up to the upper portion of Rainbow's labia and sucked gently at the area while licking around the area. Her tongue started to flick gently against Rainbow's clitoris. "Oh, oh, oh, yes, yes. Oh, keep going Twi, I'm going to cum soon. Oooh yeah," Rainbow said in between heavy breaths. Twilight removed her left hand from Rainbow's thigh and brought it under her chin, she then inserted two fingers into Rainbow's vagina as deep as she could and started pumping them back and forth furiously, while at the same time she started licking Rainbow's clitoris as hard as she could.

Rainbow's hand tightened against Twilight's head, holding Twilight's face against her labia. Rainbow threw her head back. "OH FUCK YES! YES! YES! Don't stop! Don't stop! Don't stop! OOOOOH YEEEAH!" Rainbow cried out in ecstasy before collapsing on her back and panting heavily. Twilight slowed down then stopped what she was doing right away, and sat back down on the floor, breathing heavily. After a minute she pushed herself up onto her knees, resting her arms over Rainbow's spread legs, her breasts ending up sitting on Rainbow's lower pelvis.

"I, er, take it I did well," Twilight said. She brought the fingers she had inserted into Rainbow's vagina and started sucking on them.

Oh gosh Twi, if you only knew how hot that looks, Rainbow thought. "Well? That was mind-blowing, Twi," Rainbow replied between deep breaths. Twilight blushed and removed her fingers from her mouth.

"You really liked it?" Twilight asked. Rainbow nodded.

"Yeah, where'd you come up with the idea to use your fingers at the end there?" Rainbow asked still catching her breath.

"I, um, read it in a book," Twilight admitted.

"Well, that was great Twi," Rainbow said. After a few seconds of silence Twilight stood up. Looking down she realized that she still had the constriction ring on. She gently rolled it off of her, now semi-erect, penis and placed it back on the nightstand. Then she gently encouraged Rainbow to twist around so that her legs were back on the bed and her head on the pillow, and walked around the bed to lie down on the other side. She snuggled up against Rainbow, putting her hand under Rainbow's shoulder and resting her head on top of it. She threw her leg over Rainbow's pelvis and rested her other hand on Rainbow's breast, giving it a gentle squeeze.

"Mmm," Twilight hummed, closing her eyes. Rainbow smiled, feeling suddenly tired herself.

"Goodnight beautiful," Rainbow said quietly, bringing her hand around Twilight's shoulder, holding Twilight against her.

"Goodnight my beautiful angel," Twilight mumbled.

Wow, what a night, Rainbow thought before drifting off to sleep.

Author's Note

Sorry this took so long, you know how it is. Christmas, new year and other family stuff took up heaps of time. Also, this was a rather long chapter by my standards. Anyway I hope you all enjoy it. The next chapter will probably also be rather long, but I might break it up into smaller chapters. I'll try not to take too long in future, hope it was worth the wait.