Rainbow Dash awoke the next morning, she could feel Twilight's head on her shoulder, hand on her breast, and leg over her pelvis. Just as they had fallen asleep the previous evening. She opened her eyes and twisted her head so she could see Twilight's face, being careful to avoid Twilight's horn. Twilight's hair was a mess, her eyes were closed and she had a faint smile on her face, her breathing was slow and relaxed. My gosh she is beautiful, Rainbow thought. Rainbow's slight movement was enough to rouse Twilight.

"Mmm," Twilight hummed. She opened her eyes and saw rainbow looking back at her, she smiled wide. "It wasn't a dream," she murmured.

"Not unless I dreamed it too," Rainbow replied. Twilight giggled.

"Mmm, so warm and cosy, I could spend all day here," Twilight said.

"Well, we both have the day off, we could do that," Rainbow said.

"Mmmmm, that is sooo tempting, but I know I'll be awake soon and I'll want to do something," Twilight said. Rainbow smirked.

"I bet I can guess what too, if that hard thing pressing into my side is any indication," Rainbow teased. Twilight blushed and shuffled her hips further away from Rainbow.

"Sorry," Twilight whispered.

"Hey, it's okay, I was only teasing. I know it's just morning wood," Rainbow said. Twilight laughed a little.

"I've never heard it called that before, that's pretty funny," Twilight said. Rainbow chuckled.

"Well, anyway, how about we have a shower?" Rainbow asked.

"Hmm, yeah. It would be good to cleaned up, I'm all sweaty and my penis is sticky," Twilight replied. Rainbow giggled.

"That's how you know you had a good night," Rainbow said. Twilight blushed.

"Yeah, it was the best night ever," Twilight said quietly.

"Really I thought that was the Gala," Rainbow chuckled. Twilight gave Rainbow's shoulder a playful slap.

"Not anymore it isn't," Twilight said chuckling a little too.

"Well come on, let's get that shower," Rainbow said.

They got up and headed for the bathroom. All the windows in the house were closed so they didn't have to worry about walking around naked. Upon entering the bathroom, Rainbow headed straight for the shower. She stepped inside, reached up and lightly punched the cloud to activate the warm running water of the shower. Twilight stepped in after she had adjusted the temperature and immediately put her head under the stream to wet her hair. Stepping out of the stream she shook her head a bit to clear the water from her face and then smiled at Rainbow. Rainbow did the same getting her hair completely soaked through. Stepping to the side slightly to get her face out of the stream, she looked at Twilight.

"You look really sexy with wet hair Twi," Rainbow said. Twilight smiled and blushed.

"S-so do you," Twilight replied. Rainbow embraced Twilight and kissed her deeply, their tongues playing with each other. After a minute or so, they broke the kiss and looked into each others eyes panting.

"I love you Twilight Sparkle," Rainbow said just loud enough to heard over the water. Twilight smiled.

"I love you too, with all my heart," Twilight said. Rainbow rubbed the tip of her nose against Twilight's as they both continued to stare in to the others eyes. Rainbow then felt Twilight's semi-erect penis poke her in the thigh, she looked down and smiled.

"Let me clean that for you," Rainbow said. She reached for a sponge she had sitting on a small shelf in the shower and got it wet. Just as she was about to start, Twilight spoke.

"Oh no, you don't have to-ah," Twilight cut herself off with a sharp gasp as Rainbow gently ran the soft sponge along the length of her penis. "Oh, o-okay, that feels kind of nice." Rainbow continued to gently clean her penis, making sure to get under the foreskin so she didn't miss anything and then put the sponge back.

"How was that?" Rainbow asked, though she was pretty sure she liked it based on the now fully erect state of her penis.

"That was nice Dashie," Twilight relied sheepishly.

"Well, you seem to be a bit turned on, I could fix that if you want?" Rainbow asked. Twilight blushed.

"O-oh, that's nice of you to offer Dashie, but um, I-I don't think I'll be able to reach cli- to cum today. Because I did yesterday, you know?" Twilight replied.

"What? Really? It takes more than a day before you can cum again?" Rainbow asked, surprised by this information.

"Well, sort of, it's not that I can't right now, it would just be easier in the coming days. It would take a significant effort at the moment," Twilight explained.

"Man, that really sucks," Rainbow said as she gently ran her fingers through Twilight's hair.

"It's not that bad really, I've learned to enjoy sexual pleasure without the need for climax," Twilight said.

"Well, that's good. So, you're okay with just letting it die down?" Rainbow asked.

"Yeah, it'll be fine," Twilight replied.

"Anyway, we better get to cleaning ourselves off properly, before the hot water runs out," Rainbow said.

"Oh right, of course," Twilight said. After getting clean, Rainbow reached up and shut off the water. They stood there a moment to drip dry before getting out and grabbing some towels. A short while later they'd dried gotten dressed and headed to Rainbow's kitchen for breakfast. Twilight was wearing her dress from the night before as that was all she had and Rainbow was wearing a t-shirt and shorts. After they'd eaten their cereal, Twilight spoke up.

"So, do you have plans for today?" Twilight asked.

"Nope, why?" Rainbow inquired.

"Well, I had an idea. I thought it might be nice for the two of us to visit Rarity today, if you want to that is?" Twilight asked.

"Sure, it's always cool to catch up with a friend, but why Rarity exactly?" Rainbow asked.

"Last night, you said that you don't often feel beautiful, and that got me thinking," Twilight said. "I remembered when Rarity made me this dress a couple of days ago, it was a wonderful experience. I don't think I'd ever felt more beautiful in my life, until last night," Twilight blushed. "And I thought that maybe Rarity could do the same for you." Rainbow had a very uncertain look on her face.

"I don't know Twi, Rarity's cool and all, but letting her dress me up is so boring," Rainbow said.

"It won't be like those times that you modeled for her. This will be just for you, to make you feel beautiful. I've seen you model for her, trust me this is different," Twilight said reassuringly.

"Well, okay I suppose, not like I had anything planned today anyway," Rainbow said. Twilight clapped her hands together a few times.

"Excellent, this is going to be great!" Twilight said excitedly.

"Heh, we'll see," Rainbow said, half smiling.

"Oh, could you wear what you wore last night?" Twilight asked.

"I could, but why?" Rainbow inquired.

"Well, I thought it'd be nice to show Rarity how you dressed up for me last night," Twilight blushed and looked away.

"Aw Twi, are you trying to show off how good your marefriend looks to our friend?" Rainbow teased. Twilight's blush deepened and she whimpered a little.

"W-well, um," Twilight started.

"I'll do it," Rainbow interrupted.

"Huh?!" Twilight said, jerking her head up to meet Rainbow's gaze.

"I was just teasing you Twi, I'd be happy to do that. Heck, might even get Rarity off my back about 'looking more presentable', at least for a little while," Rainbow laughed. Twilight smiled and laughed a little.

"Maybe so, but in her defense, she is right. You do scrub up nice," Twilight said. Rainbow smiled.

"Yeah, I guess. Well let me get changed and brush my mane and tail and then we can go if you want?" Rainbow said.

"Sounds good Dashie," Twilight replied.

A few minutes later they were walking along the main street of Ponyville towards Carousel Boutique. Twilight had her arm latched onto Rainbow's arm because she was having a little difficulty walking on the slightly uneven street with high heels, even if they weren't all that high. Rainbow noticed that a number of stallions and quite a few mares were staring at them, but mostly at Twilight. "You seem quite popular today Twi, course it's easy to see why," Rainbow said, smirking.

"Huh? What?" Twilight said as she looked around. She hadn't been paying attention as she had been watching the road in front of her. She quickly noticed many ponies looking away and blushing. "Oh! Oh my, are they really looking at me?" she asked in a quiet voice.

"Yep, can't say I blame them, you look hot," Rainbow said.

"Oh my, I'm really not used to this. This must be how Fluttershy feels," Twilight said, blushing.

"You okay Twi?" Rainbow asked.

"Yeah, I'm just not used to being the center of attention. Well, not for this reason anyway," Twilight said.

"Hey, it's okay. They're just looking, they won't bite," Rainbow assured her. Twilight looked up at her and smiled.

After only another minute or so, they arrived at the Boutique. Being a Sunday the Boutique wasn't open for business so Rainbow knocked on the door.

"Oh! Uh, who is it!~" Rarity sang out from somewhere inside.

"It's me and Twilight!" Rainbow called back.

"Oh! Um, come on it then darlings!" Rarity called out. They then noticed a glow around the lock and heard a click. "It's open!" Rarity added. They looked at each other, Rainbow just shrugged and opened the door.

"Heya Rares, what's u-oh wow," Rainbow said. Rainbow and Twilight had come to a stand still just inside the door at what they saw. Rarity was wearing light pink full-length silk pajamas, simple fuzzy purple slippers and her mane was hanging in loose curls around her shoulders. Despite showing less skin than usual, she somehow looked a lot, sexier.

"S-sorry for not being presentable darlings," Rarity said, using her magic to close and lock the door behind them. "I don't usually get visitors this early on a Sunday, I was just enjoying my morning coffee. I don't usually greet guests like this," she added while lightly blushing.

"O-oh, t-that's quite alright Rarity, you look beautiful," Twilight said, also blushing.

"Oh pish-posh," Rarity said, waving a hand dismissively. "I haven't even put on any make-up or done my hair yet."

"No, Twi's right, you look hot," Rainbow said. Twilight elbowed her in the side. "What?" she said turning to Twilight.

"That's not a very appropriate thing to say Rainbow," Twilight hissed at her.

"O-oh no, that's quite alright Twilight, I, appreciate the compliment. Can I get you two some coffee?" Rarity asked.

"Um, sure," Twilight said sounding a bit confused.

"Yeah, I could go a coffee right about now," Rainbow said.

"Okay, why don't you two take a seat in the sitting room, I'll be there momentarily, then we can talk about whatever brought you here today," Rarity said. She then smiled and disappeared into the kitchen. Rarity had a sitting room at the back of the main floor of the Boutique for her friends to hang out, or to entertain guests. Twilight and Rainbow went in and sat together on one of the couches. it was a simple setup, two couches facing each other with a small coffee table in between and a couple of armchairs near the windows.

"That was strange," Twilight said once they were seated.

"What was?" Rainbow asked.

"Well, I was expecting Rarity to chastise you a bit for your comment," Twilight said.

"What? It was a compliment," Rainbow defended.

"I know, and to be honest, I agree with you," Twilight said quietly, blushing a little. "It's just Rarity doesn't usually like such, crude compliments. Uh, no offense," Twilight said.

"None taken. I guess I see what you mean, she should have said 'you don't describe a lady as hot Rainbow Dash', or something like that. Right?" Rainbow said.

"Exactly, her reaction was very forgiving, considering," Twilight said.

"Eh, maybe she's just getting used to me," Rainbow said.

"Maybe," Twilight said.

"Here you are darlings, two coffees," Rarity said as she entered the room levitating a tray with two coffee mugs, a jug of milk and a pot of sugar on it. She then sat down on the couch opposite them. "So, how can I help you two today?"

"Well, you remember making me this beautiful dress of course," Twilight said.

"Of course," Rarity said with a nod.

"Well, I was wondering if you might do something similar for Rainbow here?" Twilight said. Rarity's eyes lit up and she gasped.

"Really!?" Rarity looked over to Rainbow. "You really want me to make you a dress?" she asked excitedly.

"W-well, an outfit of some sort, doesn't have to be a dress," Rainbow said.

"Wonderful, what brought this on though?" Rarity asked.

"Well, um, can I tell her Rainbow?" Twilight asked.

"Y-yeah, sure," Rainbow said clearly embarrassed. Upon seeing the serious nature of whatever was going to be said, Rarity calmed her enthusiasm and turned to Twilight for the explanation.

"Um, well, you see. Last night, Rainbow told me that she doesn't often feel, beautiful, and that sometimes she wants to feel that way. I-I thought that maybe you could help her like you helped me. You really made me feel beautiful and I want Rainbow to feel that too." Twilight said. Rarity nodded.

"I see," Rarity said somberly. She sighed and turned to Rainbow. "It's sad when a beautiful mare like you doesn't feel attractive."

"Hey, it's not that bad. I know I'm not ugly or anything," Rainbow said.

"Then in what way don't you feel beautiful," Rarity asked.

"W-well, I don't often feel, sexy. You know, like I could turn ponies on. I-I know that sounds shallow, but last night, Twi made me feel..." Rainbow trailed off, not being able to think of the word.

"Desirable?" Rarity suggested. "Irresistible perhaps?"

"Yes! Both those things, i-it felt really good," Rainbow said.

"I understand, every mare deserves to feel that way sometimes," Rarity said with a smile. "I think I can help you Rainbow Dash, just give me a few minutes to get dressed properly and we'll get started."

"Thanks Rares," Rainbow said, returning Rarity's smile.

"Yes, thank you so much Rarity," Twilight added, also smiling.

"It will be my pleasure, darlings," Rarity replied as she left the room.

Twilight and Rainbow drank their coffee in silence while they waited for Rarity to return. When she did return she was wearing a tight white t-shirt, which showed off her large breasts, and purple shorts. She was also wearing the same slippers from before. Rainbow couldn't be sure, but it didn't look like she was wearing a bra. Her mane had been fixed up in it's usual style.

"Wow Rarity, that's a rather, simple outfit for you isn't it?" Twilight asked.

"It's Sunday darling, my day off, I can't be looking fabulous all the time," Rarity said.

"O-oh no, I didn't mean it like that, you look great Rarity," Twilight said.

"Yeah, really great," Rainbow added. Rarity blushed a little.

"Oh, thank you! You two are so sweet," Rarity said. "Now, Rainbow, I'm going to have to take your measurements. Oh by the way, you're looking very sharp today darling."

"This is what she wore last night. I liked it so much I thought you might like to see it too," Twilight said quietly, blushing a little.

"Well, I do like it very much. It really suits you Rainbow," Rarity said. "Your mane and tail are looking fabulous today too darling, I've always said that you'd look so much better with a just a little attention to detail."

"Huh? I just washed and brushed them," Rainbow said. "Thanks though, I wanted to look my best for Twilight, probably should have to come to see you before yesterday huh?" Rainbow chuckled.

"Oh nonsense dear, you've done wonderfully. Very smart and formal," Rarity said. "But now let's see if we can get you looking sexy hmm?"

"Y-yeah, okay," Rainbow said, smiling a little.

"Hmm, now for this to work, I need to see what I'm working with. Would you mind stripping to your underwear darling?" Rarity said as she closed the curtains and turned on the lights with her magic.

"Uuum, I'm not wearing a bra," Rainbow said sheepishly. Rarity gasped.

"Rainbow! A lady shouldn't be seen in public without a bra!"

"Um, why not? Besides, I never wear one and no-one notices," Rainbow said. "Not like I need one," she added quietly looking down. Twilight stroked Rainbow's back gently.

"Rainbow, that's nothing to be ashamed of, your breasts are beautiful," Twilight said gently.

"I am sorry darling, I didn't mean to make you feel bad. Honestly Twilight is right, you have nothing to be ashamed of," Rarity said.

"Pfft, I think we all know that if most stallions, or mares, saw the two of us, they'd go right for you Rarity," Rainbow said. "I mean, when I don't wear a bra, that's just normal. When you don't wear a bra, it's sexy," Rainbow said waving her hand loosely towards Rarity's chest. Rarity looked down at herself momentarily and blushed.

"I-I didn't mean to draw attention to... It's Sunday you see... And that would be a classless way to attract someone's attention anyway," Rarity rambled. "Besides, there are many ponies out there that prefer smaller breasts," she added.

"like me," Twilight said gently, still stroking Rainbow's back.

"Really!?" Rainbow said turning to Twilight with a shocked expression. Twilight nodded.

"Mhm, when I first saw you, I thought you were beautiful, your breasts were part of the reason why," Twilight said. "I much prefer breasts like yours to huge breasts, no offense Rarity."

"None taken darling," Rarity said quietly.

"Thanks girls," Rainbow said, regaining some of her usual confidence. "It's just my small breasts are part of why I don't often feel sexy, maybe the biggest reason." Rainbow rubbed the back of her neck nervously.

"Darling, they don't detract from your beauty at all," Rarity said.

"They add to it in my opinion," Twilight added. Rainbow smiled and lifted her head a bit.

"You're right! I have nothing to be ashamed of," Rainbow declared. She then stood up walked over to the open piece of floor next to the coffee table. Before either of the other girls could stop her, she stripped down to her underwear and faced them both. "There!" Rarity, standing on the other side of the coffee table, was blushing heavily. Twilight was blushing too but looked a lot more shocked than Rarity.

"W-well, that certainly shows me what I'm working with," Rarity said, fanning her face with her hand.

"What?" Rainbow said. "We're all girls here, not like you haven't seen this sort of thing before." Rarity cleared her throat and nodded.

"Quite so darling, quite so," Rarity said, regaining her composure. "Now, lets see here," she added, more to herself, as she cast a critical eye over Rainbow's body.

"Heh, didn't really expect you to do that." Twilight said to Rainbow. Rainbow shrugged.

"Ideeeeaaa!~" Rarity sang out. "Wait right here, I've got to get something." With that Rarity left the room, returning in less than a minute with some red high heel boots that went up to the thigh. "Try these on darling, I think you're my size," she said. Rainbow looked uncertain. "Oh, I've never actually worn them, except for trying them on briefly. Give them a try dear," she added.

"Well, okay," Rainbow said. She sat down on the couch to pull them on. They zippered up the inside length of the boot so it wasn't difficult. They had an approximately three inch heel on them which wasn't too thin fortunately. Even so, Rainbow wasn't used to high heels so when she stood back up, she was rather unstable. "How do you walk in these things?"

"Here, let me demonstrate," Rarity said.

After about ten minutes of demonstration and practice, Rainbow was starting to get the hang of it. "Okay, this isn't so bad. I kind of end up swaying a bit while I walk though," Rainbow said. She walked across the room again to demonstrate, her hips swaying and her tail swishing from side to side a little to counter-balance herself even more.

"That's the idea darling, you want to be sexy right?" Rarity giggled. "And it's working, look at Twilight, she's practically drooling!" Rainbow looked over to Twilight and sure enough, Twilight was captivated. Upon realizing that she had be caught staring, Twilight started blushing.

"Um, heh, um," she cleared her throat and continued. "T-that's really good Dashie, they really suit you."

"Heh, thanks Twi," Rainbow said.

"Now darling, just give me a moment to take all your measurements," Rarity said.

"Okay," Rainbow replied.

After only a couple of minutes with a measuring tape, Rarity had scribbled down all of Rainbow's measurements. "Alright, you two wait right here, I'll be back in a while, hopefully less than an hour. Rainbow why don't you continue practicing your walk, the more fluid it seems the better," Rarity said.

"Sure thing Rares," Rainbow replied. She continued to walk back and forth behind the couch opposite the one that Twilight was sitting in. "Enjoying the show," she said to Twilight who was still staring.

"Yes," Twilight said quietly. "Um, I mean," she coughed.

"It's okay Twi, you're allowed to look," Rainbow said. Twilight just blushed and smiled.

After about forty minutes of waiting, during which time Rainbow had resumed her seat next to Twilight, they heard a call from upstairs. "Rainbow Darling, could you come up here and try this on!?"

"Sure thing, be right there!" Rainbow called back as she got up and started heading for the stairs.

"I'll just wait here, I guess," Twilight said.

"Don't worry Twi, I'm sure this won't take long," Rainbow said. She walked carefully up the stairs, finding it a little difficult in high heels. By the time she got to the top she had gotten the hang of it though. She continued down the hall until she reached Rarity's inspiration room. "Hey Rares, how's it going?"

"Fine Darling, just need you to try it on so I can see if any adjustments need to be made," Rarity said handing Rainbow two articles of clothing. Rainbow held them up and examined them.

"Uuum," Rainbow said with a confused look on her face. Rarity giggled.

"Here, let me show you," Rarity said. She took the top from Rainbow and showed her how to put in on. Rainbow figured out the skirt fairly quickly on her own. Once they were done Rarity showed her to a full length mirror. "What do you think darling?" Rainbow looked at herself and her jaw dropped. The top she was wearing was a halter with a fairly tight neck and a small triangle cut out of the chest. This gave the impression that she was wearing a choker and the top attached to it, but it was really just one piece. The top was fairly tight and accentuated the small curve of her breasts beautifully. The skirt was was fairly simple slimline skirt with an asymmetrical hem making it longer on her right leg than her left. Both pieces matched the red of the boots.

"Wow," Rainbow whispered. "I had no idea I could look this, um,"

"Sexy? Or perhaps, hot?" Rarity suggested, blushing a little.

"Yeah," Rainbow whispered again. She then smiled and struck a confident pose. "Oh yeah, this is awesome!"

"I agree darling, should we show your marefriend?" Rarity asked.

"Yeah!" Rainbow cheered.

"Okay darling, calm down, don't want to rush while you're still learning to walk in those. Let me go first and announce you, for dramatic effect," Rarity said.

"Ha! Yeah, I do like to make an entrance," Rainbow said. Rarity just giggled and led the way back down the stairs to the sitting room. Rainbow waited to the side of the entrance as Rarity went inside.

"Okay Twilight, let me introduce to you the new and improved Rainbow Dash!" Rarity announced excitedly. Rainbow stepped into the room and struck a pose with one hand on her hip and a half-lidded seductive expression she winked at Twilight. Twilight had stood up before Rainbow's entrance and her jaw dropped and her eyes bugged out.

"Like what you see?" Rainbow said in a low voice. Twilight didn't respond, she just kept staring. After about thirty seconds of silence Rarity giggled.

"My my Twilight, is that a flashlight under your dress or did I do a good job?" Rarity asked.

"Huh?" Twilight said. Then her expression became one of shock and she looked down. Sure enough there was a distinct bulge in the front of her dress. "Ah!" Twilight shrieked and quickly sat down on the couch and covered her crotch with her hands. She looked down at the ground with a look of panic as she began hyperventilating. Realizing what happened, Rarity and Rainbow rushed over to Twilight, Rainbow sat to her right and Rarity to her left. Rainbow put her arm around Twilight and put her other hand on her knee, Rarity put one hand on Twilight's shoulder and the other on her other knee.

"Twilight, darling, it's okay. Rainbow and I know already, your secret is safe. It's okay, it's okay." Rarity said gently. Twilight took a couple of deep breaths while Rainbow rubbed her back.

"I-I know, I'm okay now," Twilight looked up into Rarity's concerned face and gave her a small smile. "I just had a moment of, extreme panic, that's all. I've been keeping this secret so long that my mind just shot to panic mode when you said that."

"I'm truly sorry darling," Rarity said quietly looking on the verge of tears. Twilight put her hand on top of Rarity's on top of her knee.

"It's alright, I'm okay now, just have to calm down from the adrenaline," Twilight said. "Thinking back, that was pretty funny, hehe flashlight." She chuckled lightly. Rarity smiled a little but still looked concerned.

"Even so, I really am sorry Twilight, I completely ruined this whole experience for everyone. I'm sorry to you too Rainbow," Rarity said.

"I'm alright, I'm just glad Twi is okay, and you didn't ruin anything. You made me this awesome outfit, right?" Rainbow said.

"Yes, and then completely botched the big reveal," Rarity said looking down at the floor.

"Rarity, look at me," Twilight said seriously. Rarity looked up and into Twilight's eyes. "I'm the one who panicked, I overreacted, you have nothing to feel sorry about. In fact, I'm sorry." Rarity gasped.

"Darling, you do not need to apologize! I was insensitive, I..." Rarity trailed off as Twilight started shaking her head.

"You weren't insensitive, I just overreacted," Twilight said. "I don't want you walking on eggshells around me, but I know that after this you probably will be. That's why I'm sorry. But please, don't do that, I'm sure it won't happen again."

"Are you sure darling?" Rarity asked.

"Of course," Twilight said with a confident smile. Rarity smiled in return, then her expression lightened as she snapped her fingers.

"I've got it! The reveal may not have gone well but we can still salvage this!" Rarity exclaimed enthusiastically. Using her magic, she moved the coffee table to the space between the armchairs and pushed the other couch against the wall, clearing the floor in front of them. "There! Why don't you put on a bit of a show for us Rainbow?"

"Oh, w-well, I don't really know how to do modeling," Rainbow replied.

"Oh darling, I'm not asking you to be a professional model, just have fun with it. Try out your new walk, strike a few poses, strut a little," Rarity said encouragingly.

"Oh, well, okay. Yeah, I can do that," Rainbow said.

Rainbow took up a position at one end of the room so she could walk back and forth in front of the couch. She started walking, swaying her hips and lightly flicking her tail with each step. Her arms swinging smoothly back forth. When she reached the other end she turned to her audience with a half lidded smiling expression and her right hand on her hip.

She started walking again, fluttering her wings a little as she passed the two ponies watching her. When she got back to the end she started at, she turned and struck a similar pose to the first one. Except this time she put her left hand on her hip and brought her right hand up to her mouth. She put the tip of her index finger into her mouth and lightly sucked it while fluttering her eyelids at Twilight.

While walking back to the other side she was watching Twilight and Rarity's blushing expressions out of the corner of her eye. When she got the other side she faced away from them and half extended her wings. She looked back at them over her shoulder and pursed her lips in a kissing motion while winking at them and giving her tail a playful flick to the side.

For her big finish she walked halfway along her impromptu runway and turned toward Twilight. She spread her wings as wide as they would go, and walked slowly toward her. When she reached the couch, she looked down at Twilight with a half-lidded, smiling expression and then put her left foot on the couch next to Twilight's right thigh, putting her knee near Twilight's face. She then leaned down, slowly running both of her hands over her own thigh, then over her knee and down her calf a little way. "Like what you see," Rainbow said in a low voice. Twilight's jaw was hanging low, and her eyes were wide and darting up and down Rainbow's body, seemingly not sure where to look. Rainbow then leaned forward a bit more and lightly kissed the tip of Twilight’s horn. This caused Twilight and Rarity to gasp, for different reasons. Rainbow chuckled lightly, stood back up straight again, then turned and sat down next to Twilight as if nothing had happened.

After a minute of Twilight and Rarity sitting in stunned, blushing silence, Twilight spoke up. "W-well, I won't be standing up for a while."

"Huh? Oh, right. Heh, sorry Twi," Rainbow said. Before Twilight could respond Rarity spoke.

"Rainbow, darling, I know you're not a unicorn so you may not know this but it's rather impolite to just kiss a lady's horn out of nowhere like that."

Twilight jumped to Rainbow's defense. "I-I don't mind, really I don't."

Rarity blushed a little. "I'm sure you don't darling, still I would be careful about doing that in public. Some ponies might find it, inappropriate, especially if foals were to see."

"Really, it's that bad?" Rainbow asked.

"I-it can be," Twilight replied. "You won't get arrested for indecent behavior or anything but it's still seen as something um, very private and intimate."

"Oh, like preening?" Rainbow asked.

"Yes! Very much like that," Twilight replied. Just at that moment they heard a knock at the door.

"Oh, that's Fluttershy, she was coming for morning tea," Rarity said as she got up to leave the room. "Coming darling!~" she called out as she headed to the door, leaving Twilight and Rainbow alone.

"Well, I guess someone else gets to see your new outfit Dashie," Twilight said.

"Heh, yeah, wonder what she'll think of it," Rainbow said. They realized then that they could hear the other two mares approaching and could hear their conversation. Well, Rarity's side of it anyway.

"No, I didn't even have to invite them, they came here by themselves. While I was still in my pajamas no less, hehe"

"..."

"Oh I didn't mind really, and they were very nice about it. They came here to... Well you'll see in a second Darling." At this point Rarity was stepping into the room. "Come in darling and get comfortable." Rarity walked into the room and moved the couch back to it's original position with her magic. Fluttershy meanwhile, had frozen just inside the doorway. She saw Twilight sitting on the couch with a straight back and her hands crossed in her lap, but what really had her attention was next to her. Rainbow had lent back on the couch with her hands behind her head and her legs crossed casually. Suddenly a loud pomf noise was heard as Fluttershy's wings sprang open, her eyes were wide and her jaw hanging low.

"Oh... my," Fluttershy whispered.

"'Sup Fluttershy," Rainbow said with a knowing smile.

"H-hello Rainbow, hello Twilight," Fluttershy quietly said as she pulled her wings back in. Rarity came over and put her arm around Fluttershy, giving her a knowing smile of her own.

"Are you alright darling?" she asked. Fluttershy nodded, blushing heavily. "That's good, well as you can see, Twilight and Rainbow came here today to ask if I could make an outfit for Rainbow. An outfit to make her look sexy, how do you think I did darling?" Rarity asked with a sultry voice.

"V-v-very w-well Rarity," Fluttershy stammered. Rarity giggled lightly.

"Come take a seat with me Fluttershy," Rarity said. Fluttershy nodded and followed Rarity to the couch where they sat down across from Twilight and Rainbow. Rarity then moved her hand over and held Fluttershy's hand. Fluttershy blushed a little but smiled and happily accepted the contact. "Now then, no sense putting it off. Twilight, Rainbow, we have something to tell you..."

To be continued...

Author's Note

Well, here's the next chapter. I am so sorry that it's taken this long. So much crap has happened in my life over the last few months that it's almost unbelievable. Anyway, I'm hoping the next chapter won't take too long. Also, my apologies to those who want more clop, I'm sorry to say that the next chapter probably won't have any either. The two chapters after that though, probably will. At that point I don't know if any more chapters will be required, but I may do one or two more. Anyway hope you enjoyed it, I'm sure there are plenty of mistakes, I am my own proofreader (yeah I know, bad idea) so please point them out and I'll fix them.