Sex Ed

Rarity finally broke their kiss. She had been dreaming of this for quite some time. The time's finally here. I have wanted Twilight so bad for so long. Keep it together, Rarity. Wouldn't want to scare her off by being overly excited or too aggressive. That will come later.

Twilight had been staring at Rarity this whole time, "Rarity? Why did you stop?"

"Oh my! I apologize, dear. Would you mind terribly if we took this to the bedroom?" Rarity's face flushed at being caught daydreaming.

"Sure. I don't see why not," Twilight replied, as she stood and started toward the stairs. She had to make a conscious effort to keep her wings down. It was like they had a mind of their own. She had noticed that Rainbow was having similar issues during her and Applejack's... exchange. I'm going to have to ask her about that the next time that I see her. Just then she felt a smack on her flank, "Hey!?"

Rarity took note of the look on Twilight's face. She's not against it, but this is definitely too soon for that. Giving Twilight a small smile and tilting her head slightly Rarity nudged Twilight up the stairs, "If you don't get a move on, darling, we might have to postpone this till another day."

"Oh! Sorry, I hadn't realized I had stopped." Twilight grinned as she started up the stairs again.

Rarity did not squander this opportunity. She made sure she took in all that was presented to her at this vantage point. She had the best view of Twilight's plot, flank, and most precious parts all the way up to her room. She inhaled Twilight's scent and was mesmerized by the sway of her hips. She had always adored the way Twilight's ass had that perfect amount of bounce when she walked. And this was even better because each step up the stairs was making Twilight's ass do just what Rarity found so perfect about it.

"You seem to be breathing a bit heavy back there, Rarity. Is everything ok?"

"Absolutely superb, my dear," Rarity said, inhaling deeply, taking in as much of Twilight as she could.

They were almost at the top of the stairs now. Rarity was a little sad at that fact. Although, she just remembered why they were heading up the stairs in the first place. Rarity, you are such a silly filly. If this goes as it should, then I may get to see quite a bit of this view.

Twilight reached the top of the stairs and headed to Rarity's room. Oh, I hope I can do this. No! I will do this. I want Rarity. I want to do all that stuff I saw the girls doing, to themselves and each other, to Rarity. Just the thought of that is making me get that ache that they were all talking about. She giggled at that thought.

"What is it, Twilight? Is there something wrong with my room?"

"No, Rarity. There's nothing wrong with your room. It's quite nice actually. I was just thinking about how much I want you, and that I finally have that ache that you were talking about."

Rarity's eyes twinkled and her tail shot up, "Well then, darling, I think we need to get this started."

Twilight spun around and took Rarity in her hooves and pressed her lips to Rarity's parting them just enough to slip her tongue through.

Rarity was almost caught off guard, but as Twilight leaned into her kiss so did Rarity. She allowed Twilight to take the lead tonight. There will be other nights. We can explore all the fun and various facets of sex to be had then. I'll play the sub this time. And with that thought she was all Twilight's.

Twilight wasn't sure what to do next. She broke the kiss and held onto Rarity, "Um, Rarity, what do I do next? I don't mean to ruin the mood, but I'm really not sure of what I'm doing."

"Nonsense, Twilight. I'm sure I can help you out if you want me to?"

"I know what I want to do. I just don't know how to get from here to there. Oh Celestia! I'm a terrible lover!" Twilight dropped her hooves and turned away from Rarity in frustration.

Rarity moved smoothly around Twilight and took her hooves in her own, "Twilight, I'm sure that you are a fine lover. The first time never seems to go as planned. What did you have in your mind's eye? And don't get shy now, sweetheart, I want to make your first time an amazing one."

"I... well... first... first I want to play with you. Like you did to me," Twilight said, her cheeks turning crimson.

"That's a great first step, darling. Don't be embarrassed about it. I would love for you to play with my pussy," Rarity said with a smile, "Anything else?"

“See! It just comes so easy to you. You can say those words so effortlessly. When I even think of them I feel the heat build in my cheeks and...,” Twilight said, looking a little frustrated again.

Rarity, still holding Twilight’s hooves, smiled, “Darling, we all have these parts and you should not be ashamed of them or embarrassed by them. And when you’re alone with your lover it will get easier to say. Now, what else do you see?”

“I also want to try what Rainbow Dash was doing to Applejack.” Her cheeks turning a deeper shade of crimson, “And if you could maybe… maybe do it to me?” The last part coming out as a squeak as she turned her head.

"Darling, there is nothing to be ashamed of. I need you to Pinkie promise me something."

"What's that?" Twilight was still embarrassed.

"Promise me that no matter who you decide to have sex with that you will always have fun doing it. Because sex is supposed to be fun."

"It's actually meant for repr-"

"Nuh-uh! No textbook facts. I'm telling you that sex should be fun. Can you please, just Pinkie promise me that all sexual romps will be fun regardless of who they are with?" Rarity looked deep into Twilight's eyes pleading with her to understand how serious she was.

Twilight looked back into Rarity's pretty blue eyes and she understood, "I, Twilight Sparkle, Pinkie promise that I will have fun during sexual romps no matter whom they’re with. Ok, Rarity, I'll try to have fun no matter what."

Rarity pulled Twilight into a huge hug, "Thank you, Twilight." She broke the hug and pushed Twilight onto the bed. She jumped on top of her and blew zerberts onto her belly and her chest. Stopping just long enough to say, "This is going to be so much fun, darling!" Then giggled like a little school girl.

Twilight was laughing and struggling to stop Rarity's zerbert assault, "Hehe, Rarity... stop it... hey! That tickles. Don't make me use my magic on you."

"Darling, you must remember that I have magic too. We will get to that later, but right now I think we need to stay focused on the physical aspect of our lovemaking. Won't you agree?" Rarity had stopped her attack and had Twilight pinned missionary style underneath her.

Twilight looked inquisitively at Rarity. "How is magic useful for sex?"

"Like I said, we will get into that another time. Right now, I think that I'm going to ravish you. Doing to you what you wanted me to."

Twilight's eyes went wide, a small smile formed on her face and her wings shot straight out to her sides.

"Ah. I see that you like that. Good. You'll learn that those beautiful wings of yours will sometimes give away certain feelings or thoughts you might be having."

"Rarity? How do you know so much about sex? If you don't mind me asking?"

Rarity sighed. She really didn't want to get into that kind of talk right at this moment, "Twilight, sweetie, can we not get into that right now? I'll be glad to discuss it later, but in the middle of sex it’s usually a mood killer."

"Oh. I'm sorry, Rarity." She craned her neck up to kiss Rarity on hers. She also gave it a quick lick.

Leaning down to let Twilight relax, Rarity whispered into her ear, "That's much more to my liking."

Twilight wasn't certain, but she was pretty sure her wings went even more rigid than they were before. Rarity's sultry giggle only confirmed it.

"Oh dear! I must've said something that you liked. Do you want me to fuck you, Twilight Sparkle?"

“MmmHmmm.” Rarity talking to her like that was so exciting that all she could do was moan out her answer.

"Do you want me to eat your pussy?"

"Hnng! YES! Oh, Celestia, yes!"

Rarity giggled again. "I have to make at least one stop before we can get to that, sweetheart."

Twilight whined, "Rarity, why would you d-." Rarity started her onslaught of kissing and nibbling on her way down Twilight's chest. The tiniest whisper escaped Twilight's lips, "Rarity!"

Rarity moved down Twilight's chest slowly, savoring every single kiss and every single nibble. As she reached Twilight's midriff, "You are going to thoroughly enjoy this, darling."

Rarity gently started preening Twilight's right wing.

Twilight's brow furrowed slightly, "Rarity?"

"Shh! Enjoy it!" Rarity started to nibble on Twilight's leading edge. It was like an almost aggressive style of preening.

When Rarity started it was very relaxing. Twilight wasn't for sure at all how it pertained to sex. But the way she was nibbling and licking and... Oh my Celestia! I might orgasm just from her ministrations. Rarity, what are you doing to me?

Rarity could tell that Twilight was indeed enjoying this by the way she was biting her lower lip. Almost as if she were going to... stopping her wingwork, "Darling, are you ok? You aren't about to cum are you?"

"Why did you stop? I was so close," Twilight pouted.

"Well, that is quite enough of that. I will not have you cumming from this. It's meant to be a little extra stimulation or used as foreplay, but I forget that they're still new to you, my dear. I apologize for getting a little too passionate."

"Huh? Don't apologize. It was... Amazing!"

"Hehehe, that is only the beginning." She gave Twilight one last nibble making Twilight's breath catch. Rarity started kissing Twilight's chest again. She kissed her way down her belly and across to Twilight's inner thigh.

While Rarity was making her way down Twilight's body, Twilight had her eyes squeezed shut and she had grabbed her right wing and was slowly caressing it with her hooves where Rarity had been doing her special preening. When Rarity kissed the crease of her inner thigh Twilight's breathing stopped. Rarity was so close to her marehood now and the anticipation was like nothing she could compare it to. She knew Rarity would get there, but she wanted it to happen so bad. The fact that Rarity seemed like she was teasing her made it that much worse or maybe that much better. She was unsure at this very moment.

Rarity kissed and licked her way across to Twilight's other thigh. She ran her tongue just above Twilight's clit on her way by eliciting a squeak from Twilight.

This made Twilight's pussy wink.

Rarity couldn't help but giggle a little, "I'm sorry, sweetheart, I didn't mean to, but it's so cute when it does that." She donned a small smile for poor Twilight.

Slightly embarrassed and a little miffed, Twilight couldn't help herself, "Rarity!?!"

"Darling, believe me when I tell you that if another mare does that for you, you are getting her extremely sexually aroused." Turning to expose her marehood to Twilight just long enough for her to see that Rarity was indeed winking for her. "See, dear."

"I thought that was only when we go into heat?" her eyes wide and questioning.

Rarity smiled, "We are going to have a very serious discussion about sex," seeing Twilight's expression go from questioning to science-like seriousness she quickly added, “but only after we finish our fun here."

"Oh, of course," Twilight said, almost a little disappointed.

"Good. Now, it's back to... what shall we call this... sexy time. Yes, that's what we shall call it. Sexy time." And with that she started right back in on Twilight. Kissing, sucking, and licking all along Twilight's inner thighs teasing her way back and forth from one to the other.

Rarity’s teasing was driving Twilight crazy. The heat in her loins kept building. Oh Celestia, please. Rarity, I don't know how much more I can take. I need you to give me that release like you did earlier.

The look on Twilight's face gave Rarity cause for concern. "Dear are you ok? You look like I'm causing you pain."

Twilight was almost pleading with Rarity, "I'm fine, Rarity. Just don't stop. I need you to make me cum. The anticipation of you licking my pussy is almost too much."

"Well, if you say so, dear. It was just that the look on your face was, well, anyway. Shall I continue?"

Twilight wanted to tell Rarity to get right to the point, but knowing that Rarity knew better than she did about these things, "Please, Rarity, don’t stop!" Twilight was almost ready to reach down and do it herself, but refrained because she knew that Rarity wanted this as much as she did.

Rarity wanted to build Twilight up to almost bursting, which she had accomplished way faster than anticipated. Looks like I need to get straight to it. I don't think she could take much more and still have a good time. Rarity kissed Twilight right above her clit and looked up into her eyes and smiled. Rarity was going to make sure Twilight enjoyed this as much as she was. Rarity readied herself knowing that Twilight was going to buck all over, seeing as this was her first time getting her pussy eaten. She started by kissing Twilight's left outer pussy lip which sent Twilight gasping for air, but Twilight stayed composed enough to not jump out of her skin. The next stop was to suck Twilight's right outer pussy lip into her mouth. This made Twilight's hips bounce slightly and in the midst of the gasps for air there were almost inaudible squeaks. Rarity was impressed with the self control that Twilight was displaying. So, she decided to go straight for Twilight's clit. She started lightly flicking it with the tip of her tongue.

Twilight's head shot back into the pillows, "Hnng!"

Rarity made her way to Twilight's opening. She slipped her tongue in. Just slightly, savoring her first real taste of Twilight's juices. Licking her way back up to Twilight's clit again she wrapped her hooves around Twilight's hips and held on. This way, when the bucking begins she could better ride it out. Reaching Twilight's clit she sucked it into her mouth and started caressing it with her tongue.

Twilight was able to stay pretty focused up until the moment Rarity sucked on her clit. That was the end. All control was lost. She had stars playing in her eyes, her back arched, her wings went straight out to her sides, and she started screaming, "Oh Celestia! Rarity! Ooh! Ah! Ah! Yes! Yes! Yesyesyesyesyesyes. YEEESSS!" As her orgasm hit, her hips started to buck slightly. To try and stop them she clamped her hind legs around Rarity's head.

Rarity was prepared for the bucking, but was not prepared for the vice that she found her head in. She was fortunate that she was still sucking on Twilight's clit because Twilight's pussy was flowing with her sweet nectar, soaking the bed. Rarity was sure that if she were trapped lower she would have been drowning. She made small moaning sounds to try and let Twilight know that she needed to relax her grip a little but that only sent Twilight into even bigger screams of pleasure and an even tighter grip. Rarity decided that since she was able to breathe she would just ride it out in her current position.

Twilight on the other hand was having her second orgasm of the night and ever in her life and it was going on for quite some time. It didn't help that Rarity kept 'humming'. Every time Rarity made a noise it would only continue Twilight's orgasm further.

Twilight started to relax as her orgasm began to wane. This was a welcome relief to Rarity. She was finally able to get her head out of the vice it had been in for what seemed like an eternity.

"That was pretty intense, sweetheart. Was it anything like what you were expecting?" Rarity put on a small smile.

Twilight lay still for a while searching for what she thought would be the right answer. Rarity meanwhile climbed up to lay with Twilight and snuggle while they recuperated from their first go around. She finally came up with something that she felt might be acceptable, "It was so much more than anything I could've imagined. I knew it would feel good, but I never thought it would be so... intense. This one was much more intense than the first one. I wonder wh-"

"Stop right there, Twilight Sparkle! This is not going to turn into a science experiment. Understand!?" Rarity's ears were pinned back against her head and her brows were furrowed.

"But, Rarity!?"

"Remember your promise, love. Also, I find science very boring, but sex is very fun." Rarity giggled at her last phrase.

Twilight's ears drooped slightly and her brow over one eye lifted as the innuendo was lost on her. "I haven't forgotten my promise, but I find science fun. If you want me to have fun then let me have my fun with sex my way while you have it yours. Is that something that you could agree to?"

Twilight had shifted herself so she was atop Rarity now pinning her hooves to the bed. It was such a fluid motion that Rarity didn't even realize that it had happened until it was too late. "Ok, dear. I think that as long as you are having fun and it doesn't take away from us fucking each other silly... I can agree to it. What choice do I have? You have obviously decided that you are in control, darling."

Twilight leaned in close to Rarity's ear and whispered, "What was it that you said? Oh, yes, 'I think you are going to enjoy this'. I will reciprocate the sentiment."

Rarity was extremely excited, but wasn't at all surprised at Twilight's actions. She thought that once she got over her embarrassment she would open up and take over since she is a born leader. "Sweetheart, I am all yours! Do what you will, Twilight Sparkle!"

Twilight started by nibbling on Rarity's ear then she kissed her cheek, her lips, her neck. She was amazed at how good she smelled. Even after all that they had done so far. She herself was sweating from her own heat of the moment and was sure that she must reek. Yet Rarity somehow was still as perfect as ever. And at that moment Twilight realized that she used to get so frustrated at how Rarity could stay so perfect when the rest of them would look terrible. Well, she would be as frazzled looking as they, but she still seemed to look perfect. It wasn't frustration at Rarity at all. It was actually admiration of her beauty. Wow! I think I've had a hidden crush on her for quite a while. She is very beautiful. Twilight released Rarity's hooves and moved down her body like Rarity had done to her. She continued to kiss her chest and she added some licking and caressed her sides ever so gently.

Rarity couldn’t help but giggle as Twilight caressed her sides. She was ticklish after all.

This made Twilight smile to herself. She hadn't realized that Rarity was ticklish. She tucked that little tidbit of information away so that she could use it at a later date.

This was one of Rarity's most cherished dreams: Miss Twilight Sparkle making love to her. She had it quite often. And right here, right now, she was here, and it was happening. She wanted to scream out, like she had won first place in the top fashion show in Manehatten. Rarity, don't go acting like a little filly. Stay calm. Oh my!

Twilight had started kissing Rarity on her inner thigh when she noticed Rarity's marehood wink at her. Rarity's right. It is so awesome to know that you can get somepony that turned on. She watched for only a few seconds more before sticking her muzzle straight into Rarity's opening. This elicited a small squeak from the object of her affection.

“Eep!”

Twilight was a little surprised at the taste. She had expected it to be... well she wasn't sure what she was expecting, but what she got was a sort of slickness that tasted... clean. She had no other way to describe it. Rarity's pussy smelled just like the rest of her. And it was roses on this night. Twilight had caught small whiffs of Rarity in the past and sometimes she smelled of sweet apples. Sometimes of strawberries which Twilight liked, but she really liked the new smell of roses. I'm going to have to ask her where she gets all these perfumes from. As she was having these thoughts she was trying her best to pleasure Rarity with her tongue. She was licking the inside of Rarity's pussy and occasionally would pull her tongue out to kiss her labia and flick her tongue across her clit.

Rarity was in total bliss. Her long time crush was giving her marehood a pretty good going over. Especially for Twilight’s first time doing this and for her thinking previously that a phallus was needed to have sex. Rarity smiled to herself. How things can change so quickly. Just this morning I was admiring her from afar, but now… “Oh, yes. Right there, sweetheart. Ah, yes.” Rarity was right on the verge of cumming. She was willing her orgasm on.

Twilight had started to suck on Rarity’s clit. She had a sudden urge to put the tip of her hoof up against Rarity’s tight little anus. It had to do with something that Rarity had said earlier. As soon as she touched it Rarity seemed to like it a lot. She started telling Twilight that was the spot and her breathing was short and deep. She also started pushing against Twilight’s hoof. Not sure if she should start to push back Twilight just held her hoof still. Rarity started rocking back and forth taking Twilights hoof a little deeper with each thrust until she finally couldn’t take any more.

Rarity was riding Twilight’s hoof while Twilight was sucking and flicking Rarity’s love button with her tongue. This was the final straw. Rarity couldn’t take it anymore. Her orgasm slammed her so hard that she nearly passed out from the intensity. She still had enough sense to continue to fuck Twilight’s hoof as her back arched and she was screaming, “Oh, Celestia, don’t stop Twilight. Hnnng! Aaahhh!”

As she came her juice was flowing onto Twilight’s hoof allowing it slip slightly deeper into her ass. This stretched it to what Rarity was sure more than she should be able to handle. Yet it still felt so good as her sphincter muscles contracted around Twilight’s hoof. She rode Twilight until her orgasm finally started to subside. She flumped back on the bed nearly exhausted. She had never been so worn out from just one orgasm before. Something was missing. Her head was still a bit fuzzy from the euphoria of her orgasm, but something was definitely missing.

Twilight had removed her hoof as Rarity collapsed to the bed. She could tell that Rarity’s orgasm was over because the clamping on her hoof had pretty much stopped. She had quit sucking on Rarity’s clit about half way through. As Rarity lay there, Twilight wasn’t sure what she was supposed to do. In a super soft voice Twilight asked, “So how did I do, Rarity?”

That’s what was missing! Her head cleared in an instant. Rarity heaved herself up latched onto Twilight’s neck and pulled her back down onto the bed with her. She gave Twilight the most passionate kiss that she knew how to give. Pulling away she started to giggle and squee like she had never done before.

Twilight looked at her slightly confused. “Rarity? Was I that bad?” A blush starting to form on her cheeks.

“No, darling. You were magnificent! You just made my dreams come true, Twilight Sparkle. I’ve wanted this to happen ever since I saw you trot into Ponyville. I think that I’ve died and gone to heaven,” Rarity said, giving Twilight a small kiss on the nose before snuggling up and closing her eyes.

Twilight smiled. She was a very satisfied mare. She felt content. This was different than being in her library and having this feeling. She had let go of her poise and shared something with Rarity that she had never even shared with herself. She liked it. She also liked Rarity holding onto her. She wrapped her wing around Rarity like a blanket which just made Rarity snuggle in even closer and sigh.

This had been a very wonderful night. She had been shown a lot about her friends that she didn’t really need to know, but they are all that much closer because of it. Now here she was about to fall asleep with a very special mare. Closing her eyes, her last thought before she fell asleep was, My very special mare.