Author's Note

A story written for a friend who is a fan of both MLP and BDSM.

Chin Up Thighs Spread

Rainbow Dash had gotten the formal invitation maybe an hour after lunch. She’d spent the morning sleeping in, as was her custom, but reading the sealed letter that had been delivered woke her up instantly. She took a hasty shower and streaked out of her cloud-home, her mane and tail air-drying as she tore through the sky to the heart of Ponyville. The pegasus braked hard as she neared the ground, her wide wings fanning out and puffing full of air as she beat them hard to slow her descent. Her hooves clopped up the short, broad stairs that led to the Carousel Boutique, and when she pushed the door open the chime heralded her entrance.

“Coming!” sang out a voice from the back room. Rainbow Dash seldom came into the Boutique, and took in the decor. It was all much too feminine for her tastes - lots of draped curtains and frilly, lacy bows. Mannequins and dress forms stood like soldiers, draped in finely-crafted outfits that ranged from chic business wear to elegant evening gowns, and everything in between.

Rainbow’s gaze fell on the hinged saloon doors that led to the back room, which burst open to reveal Rarity. The white-coated unicorn was graceful as ever, her purple mane immaculately coiffed. She wore a smart pair of khaki capris and a short-sleeved royal purple blouse. Rainbow felt a little tickle in her stomach, but pushed it away - now was not the time to daydream.

“Why, Rainbow Dash,” Rarity gasped. “To what do I owe the pleasure?”

“Got an invitation to the Wonderbolts Summer Social,” Rainbow said, unable to keep the excitement out of her voice. She tried to retain some coolness by running a hand through her spectral mane and presenting the crumpled vellum with the other. Rarity snagged the missive with her unicorn magic, her horn glowing blue as the letter floated to her. It unfolded as it hovered in the air before Rarity, who read the flowing script quickly to confirm her friend’s claim.

“Darling, that’s splendid news!” Rarity exclaimed, looking up from the letter to her friend. “I know you’ve been expecting this a while - and I suppose you’ve come here for a new outfit for the occasion?”

“Yeah,” Rainbow rasped, striking a dramatic, half-crouched pose. She mimed a few precision strikes with her open palms against an invisible opponent. “Something sharp! Like a military uniform! Slacks and a jacket, but nothing too stiff - I want to be able to show off my moves if one of the guests falls through a cloud or something.”

Rarity’s brows knit in mock-consternation. “Really, darling, I know you’re gung-ho about being an action heroine… but would it kill you to wear a skirt now and then?”

“Skirts are for fillies,” Rainbow growled, finishing her foe with a hoof-stomp, standing up to her full height. “I want something cooler than a dumb dress.”

“Let’s see where inspiration takes us, mm?” Rarity asked as she walked behind her friend. She gave the pegasus a gentle push towards her fitting room, and the raised platform that dominated it. Surrounding the circular platform were five mirrors, giving both seamstress and client an almost 180-degree view of the platform and whoever stood upon it.

“Well, you know the drill,” Rarity said as she busied herself gathering her tools. “Kindly strip down to your underthings and we can get started.”

Rainbow shrugged off her tank top to reveal a black sports bra, which kept her small bust snug against her body. She then tugged down her sweat pants, stepping out of them; she’d worn black boyshorts beneath those. She paused after undressing, and then gave herself a narcissistic flex in the mirror.

“Aww, yeah,” she giggled as she admired her athletic body’s reflection.

Rarity rolled her eyes and gave a little sigh, and began the process of measuring her friend. She marked out her annotations on a notepad in shorthand, both pen and paper held aloft with unicorn magic, leaving her hands free to pull the measuring tape along the various angles and planes of her friend’s body. This was easier said than done, thanks to the fact that Rainbow Dash was a very fidgety pony on the best of days. And today the pegasus practically vibrated with poorly-contained excitement, due to her invitation.

“Do hold still, darling,” Rarity said as she tried to work. It was no use - Rarity had to keep poking her friend to get her to not move. Hardly a measurement went by that Rarity didn't have to repeat - what should have taken minutes stretched on. Rainbow Dash would slouch or cock her hips, or would be lost in thought and not fully extend an arm or wing. Every time Rarity tried to correct her friends behavior she’d snap out of it, but in seconds she would fall back into her reverie.

The third time Rarity had to re-measure her arm, the unicorn decided enough was enough.

“Rainbow Dash!” she barked. “You will stand still this instant.”

To their mutual surprise, Rainbow Dash did as told, snapping to attention and folding her wings behind her. Both ponies stood there for a few seconds before Rarity cleared her throat. Rainbow Dash was wide-eyed, staring into her reflection’s eyes, a curious and confused look on her face. She blinked, puzzled at her own reaction.

“That’s better,” she said. “Extend your arm.”

Rainbow Dash obeyed, standing stone-still as Rarity pressed the cold metal tip of her measuring tape into the sensitive skin of her armpit. Rainbow stifled a squeak at the sensation, keeping her arm where Rarity had posed it.

Internally, Rarity was shocked that Rainbow Dash was submitting to her orders so readily. She realized, with a tiny gasp, that she’d used her bedroom voice. In the privacy of her boudoir she took on plenty of roles with the stallions she invited to share her bed, and more often than not she was the one giving orders. Her domme voice had been an instinctual, last-ditch effort to get Rainbow Dash to hold still, and it had worked.

Dash was surprised at her own instinctive eagerness in following Rarity’s orders. Rainbow had heard Rarity be imperious before, even demanding. It used to grate on her nerves, and though she had gotten used to it, Dash had never been subjected to it. Rarity’s domineering attitude had always been directed at other ponies (or non-ponies, as the case occasionally was when they went adventuring). The force of Rarity’s orders - the surety of her tone - now sent little shivers up Dash’s spine.

Both ponies locked eyes for a brief instant. Rarity turned away, and took a deep, quiet breath. Rainbow Dash contemplated the ceiling, clearing her throat.

“I’ll… need to redo these measurements,” Rarity said slowly. “You will need to stand still this time. Do you understand?”

“Yes, Rarity,” Rainbow Dash muttered, a light pink flush coming to her cheeks.

Rarity worked quietly, taking her time and measuring every conceivable axis of her friend. She had done this a time or two before, but it was like she was seeing her friend’s body for the first time. Rarity admired the spare curves of Rainbow Dash’s athletic frame, how her whipcord muscles bunched and flexed with every movement. Rarity found her fingertips lingering ever so softly on Rainbow’s body: a brush against a shoulder or an elbow, or the slightest pressure on the pegasus’ hip.

“Lift your arms above your head,” Rarity commanded as she took up position behind the pegasus. Rainbow Dash obeyed, stretching her wings vertically, as well. Rarity held her measuring tape in one hand and reached around from behind to grab its free end with the other, tugging it across Rainbow’s belly. Her short blue fur was soft and warm beneath Rarity’s knuckles. She dragged the tape upwards to the tight black spandex of Rainbow’s sports bra. Rarity paused, waiting to see what Rainbow would do. She heard her friend give a little gasp, her lips parting, her cheeks flushed. Rarity decided to see just how far she could push this.

She pulled the tape taut, tugging it into the minimal fat of Rainbow’s little breasts. Her nipples were like fat pebbles beneath the stretchy fabric, and pushed against Rarity’s hands as she maneuvered the tape into place. She drew her hands slowly along the length of the tape, across the muscles of Rainbow’s ribcage and shoulders, until they met just beneath where her wings joined her body. They held the tape tight around Dash’s torso.

“Are you cold?” Rarity asked, moving her muzzle dangerously close to Rainbow Dash’s ear. It twitched, and Rarity felt the pegasus give an almost imperceptible shiver at her friend’s proximity.

“N-no,” Rainbow quavered. “I’m f-fine.”

“Breathe in,” Rarity commanded, putting a hint of steel into her voice. Rainbow Dash obeyed immediately, pulling in air and puffing out her chest. Rarity grinned as her friend obeyed her, encouraged by her submission. Emboldened, Rarity decided to escalate. Drawing upon her love of the dramatic, Rarity gave a little grunt of frustration and studied her notepad intensely.

“What is it?” Rainbow asked. Rarity’s hands still lingered at her shoulders, fingertips resting against the smooth fabric of her sports bra.

“It’s this old thing,” Rarity said, giving the spandex a gentle tug. “It’s getting in the way of my measurements. Be a dear and remove it, Rainbow.”

“Uh, you haven’t had to-” Rainbow started, but swallowed her words when Rarity’s eyes locked onto hers through their reflections in the standing mirrors.

“That was an order,” Rarity commanded in a deep, even voice.

Rainbow gulped, and then nodded. She undid the snaps that kept the garment from tangling in her wings and then hooked her thumbs beneath the elastic band, shrugging out of it. The only sound was the quiet rasp of spandex on fur as she slid the thin garment up her torso and down her arms. Blushing, she let the bra fall to the floor, but crossed her arms in front of her chest. She looked down at the crumpled spandex, feeling very exposed.

“Arms up,” Rarity commanded. Her unblinking gaze kept Rainbow Dash riveted in place. With jerking movements, Rainbow Dash unfolded her arms and lifted them high above her head.

Rarity’s eyes flickered down to her friend’s modest bust, and she inhaled sharply. Dash’s athletic breasts were high and pert, barely more than muscle, but with the subtle curves of a tomboy. Her nipples were a rich dark blue, and stood out like fat blueberries from the short, stiff fur that covered her body. Every breath Rainbow took caused them to softly jostle and shift.

Rarity admired them for a few seconds longer, and then repeated the measurement, taking her time and dragging her thumb across the sensitive, puckered flesh of Rainbow Dash’s nipples. The pegasus tried to stifle her moan, but it was loud enough that both of them could hear it in the small, intimate room. Rarity made sure Rainbow Dash could see her small smile, which quickly faded into a stern, reserved visage.

Rarity continued her measurements, her lingering touches becoming more intimate, more deliberate. She added pressure to her grip, making Dash’s supple flesh indent, ever so briefly, as she gave a little squeeze to her hip. She raked her nails down Dash’s ribcage, disguising the motion as she leaned over to retrieve a “dropped” bit of chalk. Finally, she knelt down behind her friend and began measuring the length of her legs, her knuckles pressing into the firm muscles of Dash’s warm rump through her boyshorts.

“Pesky things,” Rarity muttered in a stage whisper, looking up at Rainbow Dash as she slipped a finger beneath the elastic of her underwear where it clung to her ass. “I’m afraid these will have to go, too. Lucky it’s just us mares here, wouldn't you say?”

“Rarity, I-,” Rainbow Dash started. She flinched when she looked down at her friend, but found her voice and kept talking. “Are… are you sure? That… you n-need me to… take them off?”

“Take what off?” Rarity asked sweetly.

“My… y’know,” Dash muttered.

“I’m afraid I’m not sure what you mean, darling,” Rarity said with a little smile. “Your what?”

“My… u-underwear,” Dash said, her face flushing even brighter.

Rarity stood, then, and walked around to stand in front of her friend. She stood up to her full height, and even though Dash was a good four inches taller, she got the impression that her friend was looking down at her from a great height.

“Only if you want to,” Rarity said, the edge gone from her voice. “And if you don’t I will still make you whatever you want for the Summer Social.”

Rainbow held her breath. She felt dizzy, like she was a filly again, looking down from a great height at flight camp.

“Or you can obey me, and remove your panties,” Rarity said, a slight flush coming to her own cheeks. She held the measuring tape in her hands, stretching and twisting it between her tightly gripping fingers. “If you want me to stop, just say ‘Stop’, and I will. Do you understand?”

Rainbow Dash nodded.

“Do you want me to stop?” Rarity asked with a sing-song lilt to her voice.

Rainbow Dash closed her eyes, scrunching them up, and then gave the tiniest shake of her head. She opened her eyes a crack. Rarity had the most beatific smile on her face, and Rainbow felt something tickle her belly from the inside. She looked down and slowly brought her hands to her waist. She pulled her underwear down, lifting one leg, and then the other. She stepped out of her boyshorts and let them fall to the platform below. Like before, she covered herself with her hands, folding them in front of her nudity. She half-slouched, instinctively trying to preserve her modesty.

Rarity tilted her head to one side and cocked an eyebrow, waiting.

Rainbow gave a little laugh, and then stood, her hands slowly falling to her sides. She looked away, but stood proud, her wings slightly unfurled behind her. She showed off her nudity to her friend with a renewed brashness, though she couldn’t quite hide the slight nervous tremor in her hands.

“Beautiful,” Rarity whispered, her eyes drinking in the uncovered splendor of her friend’s marehood. The lips nestled between her thighs were a dark blue, similar in shade to her nipples, with the barest hint of pink where they pressed together. There was a glistening in the dim light of the fitting room, and as Rainbow shifted her feet a tiny, jewel-like strand of her arousal shimmered.

“So beautiful, in fact, that it should not be hidden beneath some dumpy jacket,” Rarity said, rasping out the last word with disgust. “You may not have the curves of some mares… but I have just the thing to give you some. Wait here.”

Rarity turned on her hoof and trotted out the open doorway, into the central showroom of the boutique. Dash stayed put, listening to the sound of drawers opening and closing on oiled wheels, and the rustle-flap of fabric. The unicorn returned, levitating a neat stack of folded white garments.

“You are a mare, and should dress like one,” Rarity said matter-of-factly. The hovering clothes fell onto a nearby work table, and from the top Rarity plucked a shimmery fold of stiff cloth. Rainbow Dash opened her mouth to speak, but then closed it. Her willingness to not speak unless told to did not go unnoticed by her unicorn friend.

“This is a corset,” Rarity said, watching with glee as Rainbow’s eyes widened. “An underbust, to be specific. It will help reduce your waist and give you a bit of an hourglass figure. Arms wide.”

Rainbow obeyed, holding her arms out to either side and her wings straight up. Rarity took her time, running her hands lightly across her friend’s naked body. Her touches were above the belt, but they were feather-light. Dash’s fur made soft rustling noises wherever Rarity’s fingertips grazed. The unicorn gave a little growl as she walked behind her friend and pressed her still-clothed body into Dash’s naked back. Dash felt her friend’s larger breasts squish against her, the hard points of her nipples poking through her clothes and into the lean flesh of her upper back. Dash flexed her wings up, squeezing Rarity’s tits gently, causing the unicorn to giggle.

Rarity backed off and wrapped the corset around her friend’s torso. She deftly hooked the garment closed in the front, and quietly asked Dash to hold it in place with her hands. The corset was pegasus-cut, which meant it sat just beneath where her wings joined her body. Rarity’s horn glowed blue, and the weave of lacing that wound through the corset’s riveted back lit up. With practiced ease Rarity tightened the lacing. Soon it was snug against Dash’s torso.

“Take a deep breath, and then let it out slowly,” Rarity commanded. Dash did as she was ordered, her shoulders rising and then falling. Rarity tightened the corset slowly, matching Dash’s exhalation. She had fit dozens of mares (and even a stallion or two) with corsets, and knew exactly when to tie off the lacing - just enough to get a good curve to her friend’s waist, without too much discomfort.

The lacing’s glow faded as Rarity’s horn winked out. Her hands came to Dash’s waist, sliding up and down the paisley-print white-on-white silk of the underbust corset. The soft, slippery fabric swished at the passing of Rarity’s fingertips.

“How does it feel, Rainbow Dash?” Rarity asked, pressing herself once again against her friend’s back from behind. Her hands came to rest on her friend’s hips in a subtly possessive gesture.

“It feels… good,” Rainbow said, looking down at herself in the mirror. “Like… a hug that doesn't end. Cozy… though it is a bit hard to take a deep breath.”

“You’ll get used to it,” Rarity purred into Dash’s ear. “We will go tighter next time. My, that is a lovely contrast, don’t you think? White silk against your beautiful blue fur… but leaving that scrumptious little bosom exposed for anyone to see. Mmm… you look good enough to eat.”

The last line was spoken with a little click of Rarity’s teeth, millimeters away from Dash’s ear. The pegasus’ knees went weak, but Rarity caught her by the waist.

“Do I make you feel dizzy, Rainbow Dash?” Rarity asked, her hands slowly sliding up the corset. Her fingers traced the underside of Dash’s ribcage through the silk and bone of the corset.

“Y-yes,” Dash gasped, nodding.

“Do you want to stop?” Rarity murmured, her warm breath tickling Dash’s ear and making it flick.

“N-no,” Dash moaned.

“No what?” Prompted Rarity. “What do we say?”

“N… n-no… ma’am,” Rainbow whispered, looking down at the floor.

“Good girl,” Rarity giggled, giving Dash’s bare bottom a loving little pat. Her fingers paused, and then grabbed a handful of her friend’s backside, giving it a good, hard squeeze. Dash squealed, but offered no other form of protest.

Rarity helped Dash get into the remaining garments - a garter belt and a matching pair of thigh-high stockings that clipped into it, all the same shimmery white as the corset. Dash found herself panting as Rarity’s fingers caressed legs. She traced little patterns into Dash’s fur at her thighs, and even planted a quick little kiss on her inner thigh, inches from her hot, wet sex. Dash had never been so turned on for so long without touching herself. But Rarity was in control, now, and Dash instinctively knew that she wasn't allowed to relieve the growing ache between her legs.

Once the stockings had been secured with the garter’s straps Rarity stood and took a few steps back to take in the whole ensemble. She made a little twirling gesture with her finger, and Rainbow Dash complied, turning slowly. Clad now as she was, she felt even more naked - her breasts, ass, and sex were bare, framed in silky white lingerie. Rarity looked her up and down as she turned, and Dash felt her cheeks burn at the hungry look on her friend’s face. Even when they weren't facing one another, Dash could feel Rarity’s eyes on her body, and it sent her heart fluttering in her chest.

Rarity held up a palm as Dash completed her turn, and the pegasus stopped rotating. The unicorn stepped close, and then embraced her friend, wrapping her arms possessively around the pegasus’ shoulders. Hesitantly, Dash raised her arms and slipped them around her friend’s waist.

“Mine,” Rarity whispered. Dash whimpered, but nodded, pressing her muzzle into the soft fur and flesh of Rarity’s neck. She snuffled, inhaling Rarity’s expensive perfume and shampoo, moaning at the scent of her.

“You look simply ravishing, darling,” Rarity said quietly as she pulled away. “I knew you’d look good if we dressed you up like a proper mare. So much fun to be had… why, Celestia knows what can be beneath all those petticoats.”

Rarity left the room, pausing at the door long enough to command Rainbow Dash to wait once again. Dash ran her hands across her corset-clad belly, tracing the hard bones and soft frills of the garment. She heard Rarity rummaging around upstairs, and the muffled sound of more drawers being opened and shut.

As she waited, Dash became acutely aware that the fitting room’s door was still open, and though there wasn't a direct line-of-sight to the boutique’s main entrance, it wouldn't take more than a few steps for a potential customer to walk in and see her standing practically naked, decked out in sexy underwear. The thought of somepony just walking in and catching her sent a chill down Dash’s spine, right into her clit, making it tingle. She groaned in frustration, crossing her arms and digging her fingertips into the flesh of her upper arms. She was so horny she could scream.

Rarity’s hooves announced her descent, and Rainbow turned to meet her. Her jaw dropped, however, when she saw her friend.

Rarity had changed clothes. She now wore a black leather overbust corset with purple piping which buckled in the front thanks to a row of silver clasps. She wore garters and stockings in a style similar to Dash’s, and like Dash, Rarity’s stockings matched her corset. Her stockings were semi-transparent and black, bearing a criss-cross argyle pattern. Her marehood was hidden thanks to a pair of sheer black panties worn over the entire ensemble. Held in the crook of Rarity’s arm was a small pink box, which bore a black heart on its lid.

“What do you think, darling?” Rarity asked, giving a single spin. Dash’s eyes grew wide as she found out that Rarity’s underwear was, in fact, a thong. She caught a brief glimpse of her friend’s backside, and how the thin straps of her panties dipped just below her tail and disappeared between her plump cheeks. Dash’s mouth was suddenly very dry.

“A-amazing,” Dash croaked, trying to swallow. “Celestia, Rarity, you’re beautiful.”

“Oh, this old thing?” Rarity laughed, waving her wrist in a dismissive gesture. She closed the door behind her, and Dash heard its lock click shut. She suddenly felt very warm.

Rarity clopped over to the work table and sat the box down, unlatching it and opening its lid. Dash tried to look inside, but the dim light made it tough to see any details. She saw something glitter and shine, but she couldn't tell what was in the box. Rarity plucked two items from it and closed the lid again.

“Close your eyes and open your mouth,” Rarity lilted in her singsong voice. Though playful, the command was obvious.

Dash did so, and tried not to hyperventilate. She leaned forward, anticipating the warmth of Rarity’s lips, but she grunted in surprise when she felt something cold and metallic press against her muzzle. She didn't open her eyes, but she did furrow her brow in confusion. The object was hard and smooth, and was bulb-shaped. As Rarity pushed it past Dash’s open lips, the pegasus felt the bulb taper to a thin rod, and then suddenly flare out wide again into a flat plane that pressed against her lips. Rarity twirled the shape in her friend’s mouth, liberally coating it with her saliva.

Rarity tugged the thing away from Dash’s mouth, only to have it replaced with another object of the same dimensions. Rainbow opened her mouth and drew the item inside, but then felt Rarity’s fingers leave the device. She heard the rustle of cloth and then heard her friend give a quiet grunt after a few seconds of silence. Through it all, Dash kept her eyes shut despite the burning need to know what was going on. Rarity’s fingers returned to the thing held between Dash’s lips, and removed it.

“Open your eyes,” Rarity commanded. When Rainbow did, she finally got a good look at the thing Rarity had put into her mouth. It was a little metal bulb, now liberally coated with her saliva. On the far end, away from the bulb where it flared wide, was set a big, glittery jewel, about as wide across as a bit.

“Do you know what this is?” Rarity asked, cocking an eyebrow coyly.

“No… and weren't there two of them?” Dash asked as she knitted her brow in confusion.

Rarity turned once again and leaned over, sticking her butt out just a bit. It was enough to part her cheeks and reveal the jeweled flare of one of the plugs, now snugly inserted into her ass. Dash realized that Rarity had used her saliva as lubricant, and the pause a few moments ago was her tugging her thong to one side and then inserting the buttplug inside of her. Dash’s wings twitched involuntarily as she gasped. Something felt like it shifted inside of the pegasus, and she realized that the situation had taken a very intimate turn. Rainbow felt her nethers moisten at the thought of where the plug had been, and where it was now.

“Turn around and bend over,” Rarity growled before placing the other saliva-coated plug in her own mouth. Dash obeyed, turning to face away from her friend - and the mirror - bending at the waist and spreading her legs to stabilize herself. She looked between her legs at the mirrors and could see the reflection of Rarity’s backside, and the occasional glitter of the blue gem that winked and sparkled between her soft butt cheeks. Dash began breathing quickly, the corset restricting her airflow just enough to make her feel light-headed. Her hands gripped her ankles.

Rarity plucked the anal plug from her mouth with a wet pop, and then pressed the warmed metal bulb to Rainbow’s tight pink pucker. She swirled the mingled saliva across the winking orifice, giggling at the raspy squeaks her partner was making. She used her free hand to tug one muscled cheek aside, exposing Dash’s ass.

“Adorable!,” Rarity tittered. “Has anypony ever played with you here?”

“No, ma’am,” Dash answered. She was nervous, still, but the closed door and Rarity’s costume change was helping settle her down. Her sex throbbed with need, but now it was like a dull ache. Rarity’s fingers were close to her marehood, and that proximity was comforting. Her friend wasn’t going to leave her hanging - it was just a matter of time.

Rarity pushed the bulb forward, very gently, but with enough force to prevent Dash’s body from pushing back. The pegasus grunted and then gasped as she felt her virgin ass open for the plug. The saliva that coated the toy was just enough lubricant to ease its passage, and once it reached the widest point Dash felt her colon twitch, and then seem to draw the toy deeper inside. Rarity gave the plug a little twist and then pushed it the rest of the way.

In seconds, it was buried inside of her body, the sensation odd but quite pleasurable. Rarity gestured for Dash to stand, and the pegasus felt the toy settle inside of her. It was heavy, but her muscles and the flared shape kept it in place. Dash took a few fidgety steps, getting used to the feeling of the plug inside her body. She brought her hand to her lower belly.

“That… feels very nice,” Dash whispered. Rarity stepped forward and embraced her friend, her hands squeezing Dash’s boyish hips and ass. The unicorn pushed her muzzle against her friend’s, and the two kissed. Dash had only ever kissed mares, but she’d never felt lips as soft as Rarity’s, or a tongue so slippery and eager. The pegasus felt her bones go to jelly as her shorter friend pulled their bodies close together. The leather of Rarity’s corset pressed into Dash’s bare breasts, and Rainbow could feel the heat of her friend’s tits radiating through the material.

Space between their bellies ceased to be, their hips meeting in a tight embrace. Dash wrapped her arms around her friend, one resting on her silk-clad backside, the other wrapped around to grip her bare shoulder. She returned the kiss in earnest, and the two ponies explored one another’s mouths with their tongues. Dash was bold, but Rarity still dominated the exchange, controlling the back-and-forth.

Suddenly, Rarity broke the kiss, stepping away, wiping her mouth with the back of her hand. Marching back to the pink box she opened it again, and pulled out a long, thin rod. She held it in both hands, mirroring the tape measure from just a short while ago, but to the both of them it felt like a lifetime. Rarity turned back to her friend, and showed her what she held in her hand.

“This is a riding crop,” Rarity said. tapping the leather tress at the narrower end against her open palm. “This part is called the ‘keeper’... and it is what I am going to hit you with. It will hurt, at first, but then it will feel quite good. Do you want me to stop?”

Rainbow Dash, panting once more, her eyes wide, shook her head no.

Rarity closed the distance, and brought the crop’s keeper up to Dash’s face. She traced the curve of her friend’s jaw line, the thin swells of her lips, and then down her slender neck. The loop of leather tickled Rainbow Dash’s collarbones and shoulder, and then pressed into the top of her right breast. Rarity raised it a few inches, and then brought it down quickly onto Dash’s bare tit, just above the nipple, creating a sharp crack in the small room.

Dash cried out, but did not move. She stood straight, hands clasped behind her back, presenting herself to her friend. In the mirror she saw the little angular, pink welt rising where Rarity had struck her. Dash looked her friend in the eye.

“Again?” Dash asked, unable to mask the quaver in her voice. Rarity smirked at her friend’s brashness, even from her position as sub. She’d teach her about speaking without being instructed… but later. Today was an introductory course.

Rarity answered with another swat, this time to Dash’s unmarked breast. She waited, and then gave another strike, and another, varying the time between each hit. In seconds Dash’s tits became red beneath her short fur, and swollen. Rarity put her empty hand up to her friend’s chest and cupped a tender boob in her palm, rolling and massaging the swollen tissue in her hand.

“Shhh,” Rarity susurrated as she squeezed Dash’s tit, stimulating blood flow and sending endorphins coursing through her body. “Shhh, it’s okay. I’m here. Does this feel good?”

Dash nodded, blinking back tears, giving a little mewl.

Rarity lowered her muzzle to Dash’s breast and drew a hard, dark blue nipple into her mouth. She suckled hard, making little slurping noises over Rainbow’s sudden gasps and moans, and then nipped at the sensitive nubbin with her teeth. Her mouth came away wet, only to be replaced by thumb and forefinger, mercilessly pinching.

“We should get these pierced, darling,” Rarity growled, tugging on Dash’s hard nipples. The pegasus gave a stuttering moan, the thought of Rarity dictating something so intimate as body jewelry sending a spurt of juices from between her legs to slick her thighs.

With a final, hard pinch, Rarity let go, and renewed Dash’s tit torture. She varied the strength and speed of her strikes, never letting the pegasus anticipate the rhythm. Once her friend’s teats had been properly tenderized, Rarity relented, giving her a few seconds for a panting recovery. Her legs were quivering, her inner thighs slick with arousal.

Rarity slipped a hand around Dash’s neck, and the other slid down to her belly, to the bare patch of fur just above her sex that her garter belt framed. She squeezed her friend’s throat, enough for Dash’s eyes to open, which Rarity caught with her own gaze. She gasped and panted, struggling to breathe under Rarity’s slowly tightening fingers, while Rarity’s other hand crept down, tickling the tender flesh of her lower belly.

When Rarity’s fingers found Dash’s clit, it was like a bomb went off behind the pegasus’ eyes. Tension and passion, pleasure and pain, had been building within her body for long minutes, now, and the slight pressure of her friend’s fingers was the trigger she needed to climax.

“Nnnnghaaaaaah!” Rainbow Dash cried out, her voice breaking and sex fluttering around Rarity’s probing digits. From her pussy gushed thick, sticky gouts of hot fluid. Her orgasm-blasted mind feared that she’d lost bladder control, but she realized that she was actually ejaculating. Given her friend’s enthusiasm, she didn’t seem to mind at all.

“Yessss,” Rarity hissed, relaxing her grip on Dash’s neck while mercilessly continuing to stimulate her marehood. Rarity’s fingers pushed deeper between Dash’s labia, eliciting lewd squelching sounds as they teased her entrance even as it gushed. “Good girl, Rainbow Dash. Cum for me. Good girl.”

Rarity drew Dash’s orgasm out for as long as possible, but eventually it ended. Her thighs were soaked, her voice raw from screaming, and her knees quaked like a foal’s. Rarity brought her sticky fingers to her mouth and sucked them clean, purring.

“Mmmm…” Rarity moaned, pulling her fingers from her mouth. “My little Dashie tastes so good.”

She wet her fingers again in Rainbow’s sex, and then pushed them into her friend’s mouth. Dash could only gurgle as she was forced to taste her orgasm.

“Does my little Dashie want to lie down?” Rarity asked. Rainbow nodded, unable to speak. Rarity levitated the tape measure over from where it had been thrown across the work table, and then looped it around Rainbow’s neck in an improvised leash. “Follow.”

With the pink box levitating beside her, Rarity unlocked the fitting room door and lead Rainbow Dash out into the main showroom of the boutique. Once again, Dash felt a thrill at the risk of getting caught - this time with a leash around her neck - by a random customer. Without breaking stride, Rarity turned and tugged the leash, pulling Rainbow dash behind her as they ascended the stairs. Turning at the top, they entered Rarity’s bedroom. Rarity shut and locked the door after Dash crossed the threshold, and gently unwound the leash around her neck.

“Stand next to the bed and spread your wings,” Rarity commanded quietly. The steel in her voice had never once left since Rainbow’s initial submission, but it was now wrapped in warm velvet. Rainbow Dash nodded, sniffling, but still smiling. Rarity’s actions had awoken something inside of her, a primal need that she didn't know she’d possessed. She had always been the one in charge, the sure one. Letting go, letting Rarity take charge and utterly control her, was liberating.

Rainbow Dash took up position as instructed, leaning against the footboard of the four-poster canopy bed that dominated the room. She extended her wings, sweeping them out to either side.

Rarity walked up behind her friend and pressed her pelvis into Dash’s butt, while simultaneously digging her fingers into the spare flesh of her hips. Dash felt hot breath on her back, and then the soft, slick plumpness of Rarity’s mouth as she kissed the tiny space between her wings. Dash stiffened, but otherwise didn't move.

Rarity began kissing up the thick bands of muscle that attached to the leading edge of her right wing. Her hands slid up to massage the same muscles on the opposite wing. Rarity’s grip was strong, almost too tight, but she didn't move.

“You don’t like when ponies touch your wings, do you?” Rarity murmured into the down of Dash’s right wing.

“N-no, ma’am,” Dash said, shaking her head. “B-but I like… wh-when you do.”

“Why is that?” Rarity asked in her sing-song voice. Her fingers found the broad pinions of Dash’s left wing, and wove between them.

“B-because I t-trust y-you,” Rainbow said, her voice rising in pitch. It was utterly true - she knew that Rarity would not hurt her. In this place, with her walls down, exposed as she was, she knew Rarity would care for her. She could… she would... hit her, but she wouldn't hurt her.

“And I thank you for that trust, Rainbow Dash,” Rarity purred, lightly stroking the edge of her friend’s feathers. “These are so delicate… so fragile… and you trust me enough to let me touch them. Thank you, from the bottom of my heart.”

“You are mine, Rainbow Dash,” Rarity growled as she switched from her tender mode to a more dominant one. She nipped at the delicate flesh of Dash’s wings, just on the edge of pain, to emphasize her point. “My toy. My lover. And I take care of my toys… but my toys must take care of me.”

Rainbow pressed her ass back into Rarity’s pelvis, moaning.

“Do you want to be my toy?” Rarity asked.

The pegasus nodded, using the motion of her hips to push and roll the plug in her ass around, stimulating herself.

“Do you want to service me? Submit to me?” Rarity asked, humping forward and helping push the toy in her friend’s ass deeper into the tender tissues that held it.

“Yes!” Rainbow cried, her voice cracking as tears spilled down her soft, furry cheeks. “Celestia, yes, please, Rarity!”

“Then get on the bed, and lie on your back,” Rarity ordered, pulling away. Rainbow Dash took a minute to catch her breath, and did as she was told. She found a pillow that she squished into shape, wedging it behind her back so she could lay on her wings comfortably. Rarity had gone back to the pink box, and was walking to the head of the bed. She held a long, thick object in her hand, though Rainbow couldn’t make it out.

“Take a deep breath,” Rarity said as she climbed up onto the bed. Rainbow did so, inhaling deep, before Rarity threw a thick thigh across her face and to the other side of her head. Rainbow Dash’s vision was suddenly full of the bare junction of Rarity’s thighs. The jeweled plug and sheer thong had been removed, and Rainbow Dash felt her heart skip a beat. In all her relationships - with pegasi, unicorns, and earth ponies - she’d never seen a marehood as exquisitely beautiful as Rarity’s.

The outer labia were thick and full, her inner lips pouty curls of flesh. Her clit stuck out proud like a little pea-sized jewel from beneath its hood. Rarity’s fur darkened as it reached her sex, which was a rich grey-black, but the core of her was a bright coral pink. Her marehood looked like an exotic flower, or a sea creature, and as it winked thick streamers of girlcum stretched between its puffy lips.

Rarity settled her rump down onto Rainbow’s face, queening her. Dash’s stubby snout pressed into the squishy flesh of her lover’s sex, and she flicked her tongue out to lap at whatever it could reach. The unicorn rocked her hips back and forth, pressing Dash’s face as deep into her vulva as possible. She could feel her friend breathing, and knew that she’d left enough room for her to not suffocate. Rarity leaned forward just a bit and pressed the toy she’d pulled from her pink box into Rainbow’s tight sex.

It was nothing fancy, just a smooth hunk of crystal carefully polished into the shape of a nice, thick stallion cock. Rarity’s horn glowed, her magic wrapping around the crystal shaft, and levitating it against the narrow lips of Rainbow’s marehood. Dash’s sex was as lean as the rest of her, but it bore a sizable clitoris, which practically throbbed in time with the pegasus’ heartbeat. Rarity’s unicorn magic warmed the toy, nuzzling its stone-hard flare between her lover’s labia. Rainbow spread her legs instinctively, trying to open her body for the toy.

Rarity pushed a little harder, and felt some resistance.

“You've only played with mares, haven’t you?” Rarity asked, wiggling her butt to get her lover’s attention. “Do you still have your maidenhead?”

Rainbow did her best to shake her head, but the gesture was understood.

“Just tight?” Rarity asked, drawing lazy circles in Dash’s labia with the slick, flared head of the toy.

Dash nodded, causing Rarity to squeal as her friend’s muzzle slipped along her plump, wet sex. Wordlessly, Rarity applied more pressure on the toy, and long seconds passed. Dash was gasping for breath, trying to will her body open. Rarity didn’t want to hurt her friend, and was preparing to reduce her pressure and get another toy, but then with a triumphant grunt Dash’s vagina parted and accepted the stone flare.

The toy was quite large - easily as long as Rarity’s forearm and as thick as her wrist at the widest point, but Dash did her best to accept it all. Her oral ministrations continued as Rarity continued to penetrate her friend, pushing the toy deep in a slow, steady motion. At last the flare reached the end of Dash’s birth canal, and she gave a little wuff when that barrier was bumped into. Rarity’s hand came down to push into the soft flesh of Dash’s belly, and both of them moaned in appreciation as they felt the toy through her toned muscles.

Rarity closed her eyes and furrowed her brow in concentration. The toy began to gently vibrate, and then pull out of Dash’s body. At the same time, Rarity began rocking her hips back and forth, masturbating herself with Dash’s face.

Dash, to her credit, had been dutifully worshiping her friend’s marehood while Rarity penetrated her. She had enjoyed being filled in the past, but it was usually with tongues or fingers. Dash had never put much stock in dildos or vibrators, but Rarity was managing to convince her of their advantages. Dash moaned into her lover’s sex, sucking her clit into her mouth and rolling it around with her tongues and lips and pushing her muzzle up into Rarity’s sex. The heat from Rarity’s body was intense, her thighs muffling all sound. Dash felt wrapped up in love as Rarity sat on her face.

Rarity reversed the crystal vibrator’s path once again, her magic intensifying its vibrations. The strokes were even and deep, stretching Dash’s pussy to its limits with each thrust. Waves of ecstasy rippled through her, centering on her sex. She felt tingly, from her hooves to the top of her head, and there was nothing else in the world but Rarity. This was where she belonged. Her breasts ached, but the pain had long ago turned to pleasure. In her pleasure-haze, Rainbow Dash’s head swam with visions of all the kinky fun Rarity would introduce her to in the weeks to come.

Dash’s unicorn lover was nearing her climax. Her need had been a slow burn, starting when she first ordered Rainbow to undress. It had glowed in her belly, and it took all the restraint she could muster to not throw Dash to the ground and ride her face, wailing like a banshee. Rainbow had submitted to her, and there was a certain protocol that needed to be followed. Rarity had forged this kind of relationship before, and felt privileged to usher the pegasus into the BDSM lifestyle. She fantasized about dressing the tomboy in tight leather and frilly lace, of ordering her to worship her body. Whipping her, tying her up, teasing her sex and wings and hooves and muzzle.

Rarity’s climax arrived, followed a few seconds later by Rainbow Dash’s. Their bodies stiffened as their orgasms bloomed within them. Rarity’s sex quaked and gushed around Rainbow’s muzzle, splattering her lover’s face with thick, warm fluid. Rainbow’s vagina gripped the crystal toy, now quite warm after absorbing so much heat from her body and Rarity’s magic, keeping it locked inside of her as her sex fluttered and spasmed around it.

Rarity arched her back and ground her hips down onto her lover’s face, smothering her. The sudden lack of air amplified Dash’s orgasm, sending her spurting once again - Rarity’s hands and the sheets she lay upon were soaked. Dash’s own face, and the satin sheets behind her head, were similarly coated in Rarity’s juices despite Dash’s best attempts to gulp down as much of her friend’s essence as possible.

The warm, dark room was filled with panting and muffled moaning, but those sounds slowly faded as the two lovers came down from their high. With quivering legs, Rarity dismounted Rainbow Dash’s face. Thick streamers of girl-cum stretched from Rarity’s sex to Dash’s muzzle, but they parted at last as the two mares maneuvered. Rarity gathered Rainbow Dash into her arms, holding the thin pegasus close and stroking her rainbow-hued mane with her hands. Rarity felt, and then heard, her friend sobbing. Rarity blinked, but such a reaction was hardly a surprise.

“It’s okay, Rainbow,” Rarity whispered as she rocked back and forth. She knew the tears were from being overwhelmed - they weren't from of pain or sadness. Rarity had the same experience, years ago, when the first stallion who’d ever tied her up and whipped her provided gentle, soothing aftercare. “You’re safe here, it’s okay.”

Rainbow made a little hiccup sound and gulped, her hands pawing at the clasps of Rarity’s corset. Pushing back, Rarity unlatched the clasps of her corset and Dash’s laces, pulling the fetish gear from their bodies. Both mares moaned at the sudden flood of relief from the pressure they had been subject to, but then Rainbow pushed forward, burying her head between Rarity’s large, soft breasts. She needed the connectivity that nudity provided; she wanted to feel Rarity’s bare fur against her own.

“T-thank you,” Rainbow dash sobbed quietly, muffled though she was by Rarity’s bosom. “Thank you so much, Rarity. That… that was… awesome.”

Rarity tilted her lover’s head back with a finger beneath her chin, and kissed her. The two mares melted into one another, their legs tangling together in the depths of the sea of satin they lay in. They fell asleep like that, holding one another like sisters.