Sex Ed

by Jubilee Glider

Rating: mature
Tags: My Little Pony: Friendship is Magic, Main 6, Romance, Sex, Random
Length: 14036

Twilight requires a little eye opening.

Twilight gets a crash course from her friends on how a phallus is not necessary for sexual intercourse.

This is a sequel to 'An Unexpected Quickie' by TwilightUCrazy
Written with permission.

Published 2015-04-03 00:30:03 UTC
Last updated 2015-11-22 23:45:52 UTC

Class is in Session

An Unexpected Quickie

"I-I mean... y-you n-need a phallus to be capable of performing acts of mating, y'know... Eheheh."

Continued staring.

"D-don't you...?" she asked, her face turning bright red.

Class is in Session

“Oh dear,” Rarity said, looking at Twilight with concern.

“Really, Twilight?” Pinkie Pie was looking from Twilight to the others and back again a little confused.

Fluttershy was trying hard to hold back her snickering. It was all she could do not to burst out laughing at poor naive Twilight.

Rainbow and Applejack looked at each other then at Fluttershy.

“Fluttershy! Have you lost all decency? This is so not like you.” Rarity shot a glaring look at her.

“I’m sorry, Rarity. I didn’t realize that Twilight might not know about…um... things,” Fluttershy said between giggles.

Twilight sat there crimson cheeked staring at each one of her friends in turn.

“We need to… um… teach Twilight what wonders there are to be had without a… um… phallus present,” Fluttershy said looking from Twilight to the others while still fighting the urge to burst out laughing.

“Ooo, ooo that’s a great idea, Fluttershy! I think we all should take a turn. If you know what I mean?” Pinkie Pie said with a devilishly lustful smile crossing her lips.

“What exactly are you suggesting, Pinkie Pie?” Rarity gave Pinkie a look of intrigue more than disgust knowing precisely what she meant.

“Exactly as it sounds, silly. We all take turns jumping her bones, duh.” Pinkie was eying Twilight as she spoke.

“Girls… hehehe. This really isn’t necessary is it?” Twilight’s eyes were as big as saucers. And she started backing away, still in her sleeping bag, looking like an inchworm.

Applejack and Rainbow Dash looked at one another both smirking. “I think she needs a little... instruction. What do ya think Dash? Ready for another round or two?”

“Oh, yeah! I think that’s exactly what she needs. I could go again for sure.”

“Twilight, dear, you could treat this like one of your experiments you know. Then, I believe, none of this will be quite so... shocking.” Rarity was starting to climb out of her sleeping bag. As were the rest of the girls.

“Wh-what is th-there to l-learn? I-I’ve r-read everything th-there is on the s-subject,” Twilight said looking around wildly while giving a super fake smile.

“Twilight, this is gonna be sooo fun.” Pinkie was bouncing in place already free of her cocoon. “We’re going to show you all the things that your stuffy old books can’t or don’t.”

“So, Twilight, have you ever, um... had sex with yourself?” Fluttershy asked, her cheeks turning the same shade of crimson as Twilight's.

“Why would I do that?”

“Ya mean to tell us that you’ve never touched yourself, sugarcube? Not once?” Applejack asked with brows furled.

“No. Is that a bad thing?”

“It’s not a bad thing, dear. It’s… just a little... odd. I think I’m safe saying that everypony here, save for you, has done it at one time or another. Many times actually. Am I correct?” Rarity looked to her companions.

“Mmmhmm,” was pretty much the unanimous response.

“All of you?” Twilight asked. Her initial anxiety now being replaced by her curiosity. “Why?”

“Twilight, dear, how do you release your... how do I put this... tension?” Rarity was giving her a truly bewildered look.

“When I get stressed I read and study,” Twilight said as though everypony did that.

“Twi, she’s not talking about that kind of tension, silly. Sexual tension. You know. When you get that ache in between your legs?” Pinkie plopped down on her back, held her left leg out to the side, and pointed to her marehood with her other hoof.

Twilight was so surprised at Pinkie’s forwardness that she couldn’t even speak.

Applejack and Rainbow Dash gawked and started giggling at the sight. Fluttershy on the other hand raised an eyebrow, assumed the same position next to Pinkie and looked at Twilight, “Yeah… um… what do you do when you get that ache?”

Rarity rolled her eyes, “Girls, please. We don’t want to send her running for shelter before we even get started.” Looking directly into Twilight’s eyes, “Twilight, that is a good question. Have you ever had that ache? Or are you so absorbed in your books that it has never occurred to you? Or do you not even know what we are talking about, dear? That’s perfectly fine, but it would help us to know these things.”

“I… I’m not sure.”

“How can you not be sure?!” Rainbow Dash blurted out. “Either you feel it or you don’t. Haven’t you ever looked at a stallion or mare and got turned on?”

“Rainbow Dash! Really!” Rarity glowered at her.

“I’ve never really explored that side of me. There was that one stallion, but even then, he didn’t ‘turn me on’. It was more like ‘Wow, he’s cute’. You girls seem to be way more experienced than I am.” Twilight looked to Rarity with worry all over her face, “What’s wrong with me?”

“Didn’t Celestia teach you about the birds and the bees, sugarcube? Or, how it’s ok to self gratify, if the need arises?” Applejack said with a soothing look at Twilight.

“Well... no. We never talked about this kind of thing. I guess she figured that I would get what I needed from my books. Which I thought I had, but...”

“Twilight, nopony is blaming you, dear. We just want you to be the best, most well rounded pony that you can be. If that means teaching you with a firsthoof crash course… Well, I think that can be arranged. Isn’t that right, girls?” Rarity said, wearing the same lustful grin that Pinkie Pie had earlier.

Four yeses were shot out very quickly. And each pony in the room looked toward Twilight with a look of lustful want on their faces.

“First things first. We are going to teach you how to self gratify. Pinkie Pie and Fluttershy, since you two are basically in position already could you give her an example?” Rarity walked over to Twilight, smiled at her, and ran her hoof through her mane, “Ok, dear. I want you to lie on your back like Pinkie and Fluttershy.” Rarity helped Twilight lay back on her sleeping bag. Which Twilight had been able to wriggle out of. And Rarity laid down next to her. “Pinkie Pie, Fluttershy, I think you can start now.” She hadn’t realized that Pinkie had already begun. Fluttershy was busy staring intently at Pinkie’s hoofwork until Rarity cleared her throat, “Hm-mm. Do you think you could join the party, Fluttershy?”

“Squee! S-s-sorry, Rarity. Y-y-yes,” Fluttershy blushed immediately. She closed her eyes and started rubbing her own marehood.

Twilight was inclined to look away, but Rarity was there to coax her back to the action. “You see how Pinkie Pie is rubbing herself the whole length of her slit. And Fluttershy is using small circles around her clit. Look at how wet they both are getting.”

Twilight thought for sure she would be turned off by this, but watching her friends play with themselves was actually turning her on. She was sure she had had these feelings before. She just didn’t really know what to do about them without a stallion.

Rarity was scrutinizing Twilight very closely. Looking for any sign of arousal.

And there it was.

“Ah, I can tell that you see something that you like.”

“How could you tell? I’m still not sure myself,” Twilight said.

“Your body temperature has shot up. Your pupils have dilated. Your breathing has deepened. And if I’m not mistaken I think you have a bit of moisture building in your marehood,” Rarity had put her hoof on Twilight’s forehead, pointed at her eyes, touched her chest, and then touched Twilight’s now wet love petals.

Twilight’s breath caught. “Rarity… I… ooh my.” Twilight’s eyes closed as Rarity started to massage her marehood for her. “I thought this was supposed to be the SELF gratification lesson? Ooh, yes!”

“I just couldn’t help myself, dear. If you want to take over. Please, feel free.” Rarity didn’t stop her slow assault on Twilight’s now soaked opening.

“Th-that’s o-ok. Y-you can c-continue.”

Applejack and Rainbow Dash were watching the whole show. Starting to feel very aroused themselves. “Um, Rarity, I think we’re gonna join Pinkie and Fluttershy if you don’t mind,” Rainbow announced as she and Applejack assumed different positions than that of their friends. They got on their knees, spread their legs wide and proceeded to rub their pussies.

“Twilight? You might want to open your eyes for a sec, dear.” Rarity said, still rubbing Twilight’s slit.

“Hmm? Oh, ok,” Twilight said through a bitten lower lip to keep it from quivering. Opening her eyes she was even more aroused to see Applejack’s and Rainbow Dash’s plots in the air and their hooves working their girl parts just like Fluttershy and Pinkie Pie were doing.

“How are we doing, Twilight? Are you getting close yet, dear?” Rarity asked.

“Close? Close to what? Oh! An orgasm!” Twilight lowered her brow and tried to concentrate. “I don’t know, Rarity, I’ve never had one before. Remember?”

“Darling, you’ll know when it’s coming. Believe me. You’ll know.” Rarity started doing small circles around Twilight’s clit causing her to close her eyes again and moan in response.

Pinkie’s face had a very determined look for a few moments and she was really starting to pay special attention to her clit when, “Oh Celestia! That’s the stuff. Right there! Ah! Ah! Yeeees!” Pinkie’s juices started to flow and she ran her hoof down to her opening and back to her clit again. Cooing and moaning as she rode out her orgasm.

Pinkie’s verbalizations put Fluttershy on the way to her own orgasm, “Oh, thank you, Pinkie Pie. That’s all I needed. Ahhh!” Her breaths shortened and she arched her back as her wings went ridged. Enjoying her own orgasm and adding her own sounds to the chorus.

Twilight opened her eyes to see both Pinkie and Fluttershy in the midst of their orgasms and she could feel the pressure starting to build from her own. Rarity was right. You definitely knew when it’s coming. Her breathing started to get shorter. She started chewing her lower lip as the feeling in her loins kept getting more and more intense.

Rarity knew Twilight was getting close. She felt it an honor at being the one to give Twilight Sparkle her very first ever orgasm. A sudden urge came over her, she leaned in and gave Twilight a very sensual kiss as she applied more pressure to her sensitive spots.

Twilight accepted the kiss willingly. It felt… natural. It felt… right. She reached up and hugged Rarity close to her. Sinking into the kiss she slipped her tongue into Rarity’s mouth. Just then, stars flashed in her eyes, her whole body stiffened and started to convulse. All she could do was hold onto Rarity and moan into the kiss they still held.

Rarity could feel the warm juices flowing around her hoof as she performed her magic on Twilight’s pussy. She pulled away from Twilight’s mouth, “Darling? How was that?”

“Was? It hasn’t stopped yet. Oh Celestia, it hasn’t stopped!”

“It’s ok, Twilight. It will probably go on for a little while. Especially since I’m still stimulating you. Would you like me to stop?” Rarity slowed her ministrations.

Twilight’s orgasm lessened as Rarity slowed down, “Aww. Don’t stop, Rarity. I don’t want it to ever end.”

All the girls giggled at that. “Right! I think we all wish that, but they have to at some point. And you’ll learn that some are really intense and some are more mild,” Rainbow Dash said, still paying attention to her own soft labia. “Could I trouble you to, um… pull my tail again, Applejack?”

“Only if I can hear you beg for it?” Applejack shot back.

Pinkie Pie’s and Fluttershy’s mouths fell to their chests in amazement of what they just heard. Everypony was focused on the two, waiting for Rainbow’s response.

She spoke the words tentatively at first. “Please, pull my tail?”

“What was that? I didn’t quite catch it.”

“Pull my tail. Please.”

“I heard you say… something. I think.”

“I need you to pull my tail! I need it so bad! Please, Applejack! Just pull it already!”

“That’s my Rainbow Dash. I knew you could do it.” Grabbing a hold of Dash’s tail and weaving her hoof into it, Applejack started pulling slightly at first, but escalated the force as Rainbow started to near her climax.

Rainbow Dash started to coo and make cute little noises. And then, her orgasm hit her in a rush, “Ooh, yeeah, baby. Just like that.” It lasted for only a minute and it ended like it started. “Aww. That was way too short,” Rainbow whined.

“It was your fourth of the night, sugarcube,” Applejack said, trying to bring Rainbow’s spirits up. “Besides, I think you need to help me out a little.”

A glint in Rainbow’s eyes gave away her lust. “I don’t know. I might not have enough energy for that.”

“You? Out of energy? Hm. Well, I may not be able to pull your tail for you next time in that case.”

“I’m feeling more energized by the second,” Rainbow said very enthusiastically.

Fluttershy, Pinkie Pie, Rarity, and Twilight stared at their two friends not sure what the hay was going on. “You two sound like you’ve been a couple forever. You really should buy her breakfast, Rainbow,” said Pinkie Pie with a smile.

“Rainbow, a little help please. It is my turn after all.” Applejack shook her ass in the air to get Rainbow’s attention as she was looking sideways at Pinkie Pie at that moment.

Rainbow emitted a low growl after seeing Applejack’s plot waving in the air. She leaned in and nipped Applejack on her cutie mark. Which drew a squeak from Applejack and made Rainbow that much more enthused. She figured Applejack couldn’t be too far from her orgasm. She had been playing with herself the entire time Rainbow was going through her own. Rainbow decided to go for the gold. She planted her lips right against Applejack’s labia and started lapping at her marehood for all she was worth.

“Oh my... sugarcube.” Applejack stopped pleasuring herself giving Rainbow full reign. She also pulled her hooves up hugging her pillow to her face silencing the majority of the noises coming from her mouth. Rainbow Dash, from what she could tell, was trying way harder than she had earlier to make her cum. And it was working.

The other girls sat back and watched as Rainbow Dash licked Applejack’s pussy. Pushing her tongue in as deep as she could, pulling it back out to suck her labia and clit, only to start the whole process over again. All of them were so turned on that they secretly hoped they could get that treatment from one of the others or from Rainbow Dash herself.

Rainbow Dash was sure that Applejack was on the edge of cumming. According to the muffled sounds coming from the pillow, she was very close. She continued to lick Applejack’s slick pussy and took her hooves and started caressing Applejack’s flank. That was all it took. Applejack’s orgasm was way more intense than her last one. Her juices flooded Rainbow’s face. Try as she might Rainbow couldn’t lap it all up.

Applejack tried her hardest to keep from screaming into her pillow, but it didn’t work. This was probably the best orgasm she had ever had in her entire life. What made it even better was that it was brought on by her marefriend, Rainbow Dash. She let her orgasm flood through her while Rainbow hung on and rode it out with her muzzle pressed against Applejack’s convulsing form.

After her orgasm was over Applejack turned over, pulled Rainbow close and snuggled with her lover. She caught a view of Pinkie and Fluttershy with their hooves all over each other.

“Wow, that was sooo cool!” Pinkie Pie said, rubbing Fluttershy’s fleshy mound and Fluttershy was returning the favor.

Twilight had opened her eyes and sat there watching the show trying to think of how she could repay Rarity for what she had just done for her.

Rarity still lay next to Twilight occasionally stroking her mane. Taking in the sight of all her friends pleasuring one another. How did things come to this? Oh, that’s right, it was a dare from the most innocent of ponies. I will have to thank her at our next spa date.

“Rarity! You’re the only pony here that hasn’t gotten off yet. What gives?” Pinkie commented, looking questioningly at her while still continuing the torrent on Fluttershy’s fleshy mound.

Everypony looked at Rarity and noticed that her and Twilight were pretty much tangled in each other's hooves.

“Pinkie Pie, I think I’m in good hooves. I will be getting my turn, I’m sure. Isn’t that right, Twilight?”

“That’s right. I have to repay you for opening my eyes to just how great all this could be. Thank you, girls for being so kind and sharing your most intimate moments with me. I owe all of you so much.” Twilight was nuzzling Rarity’s neck the whole time.

“Oh, it was nothing, Twilight. Anything to help one of our best friends. You know that,” Pinkie said, getting reassuring nods from everypony else in the room. She was still working on Fluttershy.

“Nothing? This is not ‘nothing’. But I am very glad that you could trust each other enough to do this for me,” Twilight said, smiling softly at all her friends.

“Nonsense, dear. I have a feeling that all this would have happened sooner or later. It just took one of us to muster up the courage to put it out there,” Rarity said, looking at Fluttershy who buried her head into her newly found lover’s shoulder while her cheeks turned maroon from being called on such a thing. “Don’t be that way, dear. I want to thank you, Fluttershy.”

From under Pinkie’s shoulder came a very faint, “Y-you’re w-welcome, R-Rarity?”

“Oh, honey. This is a good thing,” Rarity said to Fluttershy, still nuzzling Twilight, kissing her neck and making her giggle.

“Rarity, I think I need to practice some of what I’ve learned so far. What do you think?” Twilight said, kissing the end of Rarity’s nose.

Rarity smiled, “Darling, I thought you would never ask. How would you like to start?”

“Like this,” Twilight kissed Rarity as passionately as she could, sliding her hoof down her chest, across her belly, and coming to rest on Rarity’s inner thigh. Her hoof started to quiver. Twilight wasn’t sure if she could actually do this. Maybe alone and on herself, maybe even to Rarity, but to touch Rarity’s marehood with everypony here to see… she just wasn’t sure. I do owe Rarity for what she did for me. I think I could do it if it were us alone.

Rarity could feel Twilight’s hoof shaking. “Darling, if you are scared, we can postpone this until another time,” she said, as she put her hoof on Twilight’s. The other going to Twilight’s cheek.

"Oh, girls. I just can't do it. I'm so sorry. I am very grateful to you all for showing me how to satisfy myself and somepony else that isn't a stallion." Twilight said, hiding her head in Rarity's mane.

"Nonsense, sweetheart. You have nothing to be sorry for. This is very intimidating to be sure," Rarity confessed, soothing Twilight by running her hoof through her mane.

"Thanks, Rarity. This being my first time I... I just don't think that I have enough courage to do it in front of you all. I hope you understand?" Twilight pouted.

Applejack, finally fully recovered from her orgasm, "Of course, sugarcube. We all understand. I'm really not sure how all this," she circled her hoof around to everypony, "actually came about, but I think that we can all understand."

Pinkie stopped rubbing Fluttershy's tender spot, "Would you like to finish this at my place?"

There was an almost inaudible squeak, "Yes."

Pinkie almost couldn't contain herself, "Okie dokie lokie! See you gals later. Have fun, Twilight. We'll get our sleeping bags later. Hope that's ok?" She and Fluttershy headed for the door.

Fluttershy's cheeks were crimson, "Thanks, Rarity, for your, um, hospitality. See you all later." She headed out the door with a giggle.

"That will be fine, dears. See you later," Rarity nodded. She watched Applejack and Rainbow Dash start to get up to go too as Pinkie Pie and Fluttershy left.

Rainbow started rubbing her mane looking a little uncomfortable. She started to say something.

Applejack interrupted Rainbow, "Sugarcube, I think Rainbow and I are gonna give ya some alone time. We'll get our stuff later too. See ya, Twi."

"See ya, Rarity, Twilight," Rainbow said heading out the door with her lover.

Rarity started to get up, thinking that she would leave Twilight to do a little self exploration, but Twilight held fast. Not what Rarity had expected at all. "Dear, I'm sure that you can 'repay' me later if that's what you're thinking," Rarity smiled and stroked Twilight's chin.

"Rarity. I don't want you to leave. I... I want to... Will you stay with me?" Twilight looked into Rarity's eyes with a look of hope and longing.

Rarity returned Twilight's look with one of sheer joy. She had been secretly crushing on Twilight for quite some time now. "If this is what you want, darling. I would be glad to stay with you."

"Thank you so much, Rarity. I hope I can do for you like you did for me," Twilight said, running her hooves through Rarity's mane.

As cheery as she could, to hide her slight disappointment, she said, "Oh. I was hoping that we could do a bit of exploration on each other, but that's fine, dear. We can do whatever you'd like, Twilight."

Twilight was still a little unsure of how to start. She felt so awkward all of a sudden. Rarity saved her from herself.

Rarity could tell that Twilight was having a bit of trouble trying to figure out what to do next or first as it were. "Why don't we start with a kiss and move on from there, darling."

As Twilight tried to say, “That sounds like a great ide… mmmpff,” Rarity buried Twilight’s lips beneath her own.

Author's Note

Thanks for reading. Let me know what you think.

Rarity's Fun Night

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.

Twilight’s Not So Exelent Exelent Day

Twilight woke to find that she was not in her own bed. Where am I? Wow, I feel well rested for not being at the library. This looks like... Rarity’s room. This is Rarity’s room. Wait a sec. That means that the dream I was having must not have been a dream at all. Getting up and stretching her legs in the downward dog position…

Rarity came in the room just as Twilight was doing her stretching. She stopped in the doorway and watched as Twilight went into the reverse downward dog. “You know, I think I like the other position better, but either one works for me, darling.”

Twilight’s eyes shot open and her ears twitched toward Rarity, but she was hoping that Rarity didn’t see that. She continued her reverse downward dog. She then slid her tail off to the side as she purposefully transitioned back to the downward dog putting a little more effort into pushing her plot in the air for Rarity’s pleasure. “Is this the one you were referring to?”

“MmmHmm. That’s the one. Are you pretty comfortable there, darling?”

“Sure. I could hold this position for a while,” Twilight touted.

“I certainly hope so. I have a little surprise for you. Are you ready?” Rarity had sauntered over behind Twilight staring at her plot and marehood.

“Ready for what? Rarity? What are you going to do to me?” she said in a playful tone. “I think I would enjoy some mo- Eep!”

Rarity held Twilight with her magic so she couldn’t jump. “This is only so you don’t accidentally hurt yourself, sweetheart.” And to see how you react to a little restraint.

“Rarity? What are you doing?” Twilight only struggled slightly.

“Something that I’ve wanted to do for a long time.” Rarity started right in by pressing her tongue to Twilight’s love button slowly licking up to her opening, which was already starting to get wet. She inserted her tongue as far as she could. Licking the inner walls of as much of Twilight’s juices that she could get to. Sliding her tongue out Rarity looked at Twilight’s rosebud. So tight. She had always wanted to penetrate Twilight’s tight little asshole with her horn and horn fuck her until they both came. “Remember me telling you that magic could be used for sex?”

Stopping her struggle. Twilight was now very interested, “Yes.”

“Well, there are a multitude of ways that the horn can be used during sex. One is direct magic. Another is indirect, which I’m using on you now. Yet again, there is… how shall I say this… a magical orgasm that can be had through hornplay.”

“Hornplay? Magical orgasm? How come I’ve never read about that before?”

“It could be because unicorns don’t want the other races to know about it. Well, outright anyway. Plus, you haven’t been sexually active. Anyway. I’m going to… focus on the magical orgasm this time around.”

Thinking that Rarity was talking about doing this for her, “That sounds like fun, Rarity.”

“Oh, you don’t know how happy you make me, Twilight Sparkle.” Rarity flicked Twilight’s clit once more and slid her tongue up to her now soaking wet opening. She pushed her tongue in and lapped at her inner walls again.

Twilight started to breath heavy, “Oh, yes, Rarity. That feels... heavenly.”

Rarity didn’t stop. She only let a small smile lift the outer corners of her mouth. You have no idea what’s about to happen, my pet. She removed her tongue from Twilight’s opening and slowly licked around the rim of Twilight’s tight little asshole.

Twilight started to jump, but couldn’t move her back half. “Rarity! I don’t think tha- Ouch!”

Rarity planted her hoof on Twilight’s flank with a loud smack! This was more sound than sting, but she knew there was still a little of the sting there. “Twilight! Sparkle! You, of all ponies, should know the relationship between student and teacher. Now, if you don’t mind, I will be teaching you of something new today. I will let you be vocal as long as you don’t protest against what I’m doing. Although, if your anxiety gets too high you can say ‘Twilight Sparkle’ and I will stop. Do you understand, dearest?”

“I… I guess so. Rarity? What are you going to do to me?” Twilight had a suspicion, but wasn’t about to give it away.

“I’m going to get back to teaching you the fine art of horn play, my love. Well, a certain aspect of it anyway,” Rarity pushed her tongue back inside Twilight’s inner folds trying to gather as much of Twilight’s juice as she could before sliding her tongue up to her perfect little sphincter.

“I don’t really think that I’m ready for that. If you’re going to do what I think you’re going to do.” Twilight was feeling her anxiety starting to rise.

Rarity moved up close to Twilight’s right side. Whispering in her ear, “This exercise is not for you to think about. It’s for you to get ass fucked until we both cum, love.”

Twilight was scared to death and turned on like she had never been before. “O-ok, Rarity.”

Still whispering in Twilight’s ear, “Hm. You will call me, Mistress. And you will say yes, Mistress or no, Mistress. Do you understand, my pet?”

“Um... yes, Mistress,” Twilight said, a little timid.

Rarity moved like lightning and smacked Twilight hard on her flank. “You will address me properly or you will be… punished.” Another smack across Twilight’s flank just reiterated the point.

Twilight yelled out, “Yes, Mistress.” Then she whispered to herself in a defeated voice, “Rarity.”

Rarity heard it and her face fell. She knew she was too aggressive too soon, but she had shown her hand and now had to play it out. And, she knew she needed to tone it down a little. This was Twilight’s first time doing this. And without consent. Her conscience got the better of her. This was, after all, the pony that her heart sang for. “Darling, are you alright?” she said in a small unintimidating voice.

Not wanting to get punished again Twilight immediately screamed, with a touch of dread in her voice, “Yes, Mistress!” She held completely still.

Rarity flinched and closed her eyes. This was not what she had intended. Twilight is either terrified of me now or she is just a quick learner. But her tone is all wrong. This is no longer fun for either of us.

Rarity released Twilight from her magical grip. Twilight’s flank fell to the floor. Rarity just sat there looking at Twilight’s perfectly cute little ass. She had wanted it so bad. She knew that this wasn’t the right way though.

“Mistress? Is there something wrong?” Twilight pushed her ass back up resuming the downward dog again. “Rarity… I can call you Rarity again, right?”

Rarity had a tear in her eye. Her voice was low and very sad, “Yes… yes there is, love. And yes, you can call me Rarity again. I… I’m very sorry, Twilight. I… I just wanted… for so long I… I love you, Twilight Sparkle. I have so many naughty things that I want to do to you, but… you should want me to do them to you, not me forcing you to do it because I want it.”

Twilight shifted around to face Rarity taking up a sitting position. “Rarity…? Did I say the safe word?”

“No, but-”

“I love you too. I still don’t know what I want, Rarity. Remember… I have never done any of this before. I haven’t even really thought about this before. I know you have more experience than I do and I want to experience all that I can with you as my teacher. I was a bit nervous about what I think you were going to do to me, but I knew that my Mistr-, my Rarity, wasn’t going to do anything to hurt me. Well, seriously anyway. I also knew that you wanted to be the dominant one. I could tell last night.”

“You could?”

“Yes. It’s ok. I’ve heard of BDSM before, though I never thought that I would be participating in it.” Twilight giggled a little. She moved in and took Rarity into a big hug pulling her to the floor. “It will take some time to get used to all of this, but we can try out different things. It’s not like this is our last time together. We have the rest of our lives to experiment with sex.”

Rarity just lay there processing what Twilight just said. She knew I was being dominant and she was kinda ok with it… the rest of our lives together… she wants me as her sex teacher… she said she loves me… and we weren’t in the middle of a passionate moment. She snuggled into Twilight so content that she might have found the one. In what was just a whisper, “I love you so much, Twilight Sparkle. I will never let you go.” What she thought was going to be just the occasional sexual hook up with her number one crush has turned into, overnight, a relationship that she never wanted to end. Yet, what she was trying to do made her feel that much worse about it. She pulled Twilight closer - like that was really possible - and she sobbed into her shoulder.

It took Twilight a second to realize that Rarity was crying. Not dramatic crying either, but genuine sobbing. “Rars? What’s wrong?”

“I want this relationship to work out so much. And all I was thinking about was myself and what I wanted to do to you. I should’ve made sure that you were ok with it first.”

“Rarity! I trust you with my life. Why wouldn’t I trust you to not do something that might hurt me during sex? I might get nervous and things might seem awkward sometimes, but that’s natural when you’ve never had any of these experiences before. If I don’t like what you’re doing then I’m going to tell you. Believe me. Regardless of what role you’re playing. You will know when I don’t like something.”

Taking a deep breath Rarity just snuggled Twilight more enjoying the warmth of her wings around her. She could stay like this forever. “Twilight?”

“Yes.”

Rarity looked into Twilight’s beautiful magenta eyes, leaned in and just lightly touched her lips to Twilight’s. Closing their eyes they pushed into each other opening their mouths just enough to allow each others tongues to interact. This is what it should be about. Equal passion. She finally pulled away from Twilight, “Thank you, my love.”

Twilight put on a small smile and tilted her head slightly, “For what?”

“For just… being you.” She kissed the end of Twilight’s nose.

Twilight blushed, “You’re welcome, Rars.”

Rarity giggled.

“What?”

“I love it that you call me Rars. You are so cute! I could just eat you!”

“Yes, please!” Both mares laughed.

“Well, since I kinda killed the mood it will have to wait until later, love.” Rarity started to get up.

Twilight held onto her. “Where do you think you’re going?”

Rarity sorta fell/slipped back into her position beside Twilight who was immediately on top of her. “I was-”

“Nuh-uh. You aren’t going anywhere until you have taught me what you were about to, Miss Rarity. Please, teach me all there is to know about great love making, won’t you?” Twilight’s eyes were half lidded and her grin was devious.

Rarity looked at Twilight for a second. “Fine. If that’s what you want, love.”

“It is.” Twilight was still giving Rarity an almost evil grin. “Tell me.”

Rarity stared at her with bedroom eyes and put her mouth up next to Twilights, “Twilight darling, I want to slide my horn in your ass and slowly penetrate your sphincter. I want you to squirm in passion as I slide into you. I want to know if you can feel my silky horn inside you? While I fill your ass I want to tease you. I want to stimulate your clit until you can’t stand it anymore. Then I want to find your g spot and I want you to explode all over me while I cum inside you. Then I want to share my magical mare cum with you as you writhe in passion. Are you ok with that?”

A sultry look of want and need flashed across Twilight’s face. “Since you put it that way, I would be willing to try it. Is the restraining really necessary though?”

Rarity thought for a moment, “It might be best. Only for the real reason that you could hurt yourself on my horn. What if we try it without, but if you start getting too crazy, not that it’s a bad thing because I love that I can do that to you, then I will restrain you.”

“Ok.” Kissing Rarity on the nose Twilight was giddy with excitement. She resumed her downward dog position with her tail off to the side as far as she could get it. All of a sudden she was gripped in Rarity’s magic again. “Rarity!? I thought-”

“We’re going to do this in a more comfortable manner. You will be a little more in control this way.” Rarity turned her over and set her on the bed. Twilight was now on her back with her ass just barely over the edge. “This will allow a better angle and make it easier for you to relax, which is key to enjoying anal.”

“I’m nervous, Rars.” Twilight was tapping her front hooves together.

“We’ll do this together, love. We’ll take it slow and if you want to stop you just say so.”

Taking a deep breath to steady her nerves Twilight grabbed her right wing and started to rub the spot that Rarity had preened last night. “Ok, Rars. I trust you. Please be gentle. I’ve never had anything in my plot before.” Yet, the thought of Rarity’s tongue in her plot kinda turned her on in a weird way. She was anxious about her horn though.

Rarity had taken up her position at the foot of the bed. “Of course, darling. You’re going to enjoy yourself. I can assure you of that, sweetheart.” She started kissing and licking Twilight’s left thigh. She then worked her way down and across to Twilight’s midriff and back around to her right thigh.

Twilight was back in heaven. “Aah. Hnng.” She wanted Rarity to eat her pussy again. She was so wet with anticipation. Then it happened. She winked. She heard Rarity chuckle softly. So embarrassing, yet… I’m glad that she does that to me. A small smile spread across her lips as she closed her eyes and relaxed as much as she could, which was only slightly with Rarity working her up like she was.

As soon as Rarity saw Twilight’s marehood wink at her she knew it was time. Sucking in Twilight’s outer lips one at a time elicited pleasurable squeaks and moans from of her. Rarity looked up at Twilight flashing her an I love you look just before plunging her mouth over Twilight’s clit sucking it in and flicking it with the end of her tongue.

Twilight’s wings shot straight out to her sides leaving her hooves empty. Her head pushed into the bed as her back arched, “Oh, yes. Celes- Aaaah! So good!”

Rarity giggled hearing Twilight say these things. That only made the sounds coming from Twilight higher pitched and no longer words. Which made Rarity giggle even more. Feeling that she needed to give Twilight a short rest she released her clit and slid her tongue between her love petals slowly making her way down to her opening. Rarity pushed her tongue into Twilight’s slick tunnel licking the walls of as much of their juices as she could.

“Oh, Rars. Wow.” Twilight’s breathing started to get heavy. “If you want to try something you need to not make me orgasm yet.”

Pausing for a moment, “Oh, don’t you worry, love. We will be getting to that very soon.” She blew Twilight a kiss before returning to her lapping up of Twilight’s nectar. She only tongued her for a few moments more before she slid her tongue down to Twilight’s rosebud making Twilight tense up a little. Rarity sensed it so she reached up and rubbed Twilight’s clit gently in small circles. It seemed to take her mind off of Rarity’s tongue licking around her ass. As Twilight relaxed a bit Rarity took the tip of her tongue and pressed it against Twilight’s plot. She slowly increased the pressure until the tip penetrated slightly. At this she stopped, waiting for some sign from her partner. When nothing came she pressed forward again her tongue going deeper until Twilight’s sphincter seemed to twitch. Stopping again she waited. No response other than her ass relaxing and letting Rarity in. Once more she pushed, this time trying to get the rest of her tongue in. Twilight’s anus was almost inviting her at this point. She had no more to give, yet Twilight was asking, begging for more. Rarity continued to rub Twilight’s clit as she started to slowly pull her tongue from Twilight’s secret tunnel then push it back in. Twilight squirmed and tapped her front hooves together and licked her lips. Rarity hit her g spot and Twilight stiffened up and moaned out loud, Rarity pulled back and said, “not yet, darling, not yet,” and moved her tongue around inside. She licked Twilight with long, attentive, deliberate strokes. She licked the walls and spelled out the alphabet with her tongue. Twilight never knew anything could feel so good. Twilight was getting very hot and heavy now. She wiggled around and moved up and down and pushed her tummy in so she could feel every little inch of Rarity’s tongue. Her tongue was silky, and soft. “Oh, Celestia, Rarity! Hnng! What are you doing to me?!” Her eyes rolled back in her head as she tried her best not to squirm. She grabbed her right wing again; stroking it. Rarity slipped out of Twilight’s plot and flicked her tongue over Twilight’s clit with a long, slow lick and blew her a kiss to her loins. Then Rarity looked at Twilight and winked. She slowly moved back down and put her hoof inside Twilight. With a gentle motion she moved it around and put her tongue on Twilight’s plot and lay it flat, pulsating her tongue. She glanced up at Twilight who had a serious look on her face, Rarity could tell she was nervous again. “Don’t be afraid, darling,” she assured, “I am an expert after all.” And with that she pushed her tongue inside again. Twilight threw her head back. Rarity grinned. Twilight was getting hot again and Rarity could tell. “I think that you may be ready for the grand finale, love.”

A look of worry appeared on Twilight’s face. “You do?”

“Of course, darling. That is, if you feel up to it?” Rarity gave a soft smile.

“We can try it. I did like your tongue.” Her cheeks going crimson.

“Don’t be like that. There is nothing to get embarrassed about, dear.” Rarity rubbed the inside of Twilight’s thighs. “I love you, Twilight Sparkle!” She started sucking and flicking Twilight’s clit again.

“Hnng. I-I lo-ove yo-ou too, Rarity!” she said through ragged breaths.

Rarity stopped her sucking onslaught, but resumed rubbing Twilight’s pussy with her hoof. She placed herself low enough to get her horn just below Twilight’s plot. Twilight was shifting around a bit from Rarity’s hoof ministrations. “How are you doing, sweetie?”

“Good.” Twilight couldn’t stop gyrating.

“Are you sure?”

“Yes.”

“Twi?”

“I’m fine, Rars.”

“You need to stop moving around so much, darling.”

“I know. It’s just that… well… your hoof feels good and I’m on the edge and I want to cum so bad.”

“Not yet, dear. I want to cum with you remember?”

“I know that too, but… I’m nervous. Not enough to not want to do it. Just-” Taking a deep breath, “Ok. Do you want to hold my hips?”

Rarity squeed. “Ok. Just your hips.” Rarity lit her horn and Twilight’s ass stopped moving around. “Are you alright with that, love?”

“Yes, Mistress.”

Rarity’s pussy was already wet, but as she heard that she was sure she felt some of her mare juice run down her leg. “You will enjoy this, my pet.” She lined up her horn and touched it to Twilight’s little sphincter. It winked a bit, but as Rarity pushed the tip in Twilight’s muscles relaxed. She didn’t stop and wait like she did with her tongue because Twilight’s anus started to pull her horn in or at least offered little to no resistance. She got a little over halfway in and decided that was plenty for Twilight’s first time.

“Mistress? Why did you stop? Is it all the way in?” she asked, almost disappointed.

“No, Twi. Only about halfw-”

“More please, Mistress.”

“Are you sure? I’m content with this.” Rarity had already started to fuck in and out of Twilight.

“Yes. More please,” Twilight breathed. She reached down and put Rarity’s hoof in her pussy with one of hers and started playing with her own clit with the other. She rubbed furiously.

“If you insist, darling.” As Rarity was pulling her horn out and pushing it back in she would go a little deeper with each thrust.

Twilight was so close now. Rarity’s horn in her ass was something she never thought she would enjoy, but it was hitting a spot that was shooting stars off in her head every time she thrust it in. “Oh, yes. I insist. Please don’t stop.” A deep guttural growl came out, “Oh, yes. Right there.”

Rarity was getting close herself. She wanted to time her orgasm with Twilight’s though. If she keeps talking like that I might not be able to hold back.

“Yes, Mistress Rarity! Right there. Right there! Just a little more. Push it in. Leave it in.” She wanted to thrust back against Rarity, but she was still held firm. Trying to gyrate her hips didn’t work. “Oh, horse feathers I can’t move. Buck it! Slam it into me! Buck me, Rarity! Give it all to me! Oh yes, just like that!”

Rarity would slowly pull her horn out then ram it home as hard as she dared. She was quivering from trying to hold back her orgasm. Oh Celestia make her cum now, please. Too late. Rarity couldn’t hold back any longer. “Aaah! Yes! Hnng! Go, Twilight! Cum for me, darling!”

That was it. Just what Twilight needed. “HNNG! Aaah! Rarity!?” Twilight didn’t think that her eyes were able to roll any further back into her head than they were right at that moment. This was her most intense orgasm yet. Her body convulsed with each contraction. She could feel every inch of Rarity’s horn filling her ass. She could also feel each ejaculation of her horn filling her up. “I feel it! I feel you cumming, Rarity!”

Rarity’s own orgasm was so intense. She didn’t get to have these very often and the ecstasy and euphoria she was feeling from this type of orgasm was second to none. Before the last of her orgasm subsided she pulled out of Twilight and shot a few strings of her horn cum onto Twilight’s belly. Once it was over she climbed up onto the bed next to Twilight. Who was laying there not saying a word. “What’s the matter, love?”

Twilight’s ass felt empty. She actually missed being filled with Rarity’s horn. I don’t understand. How can that be? She slowly turned her head to Rarity, “I’m not sure. For how nervous I was about doing that I… I miss it. Having your horn in my... ass. I think I… like it. Wow!” She just laid there staring at Rarity totally spent, but happy as she could be.

Rarity flipped herself on top of Twilight straddling her belly. She was so elated to hear Twilight say that. She looked down into Twilight’s eyes, ran her hoof along her cheek, “You have made me the luckiest mare in all of Equestria. Do you know that?” Twilight just stared back at her with a questioning look. “Well, you have. You are the best. I love you, Twilight Sparkle, with all my heart.”

“I love you too, Rars.”

Rarity leaned in and pressed her lips against Twilight’s. She slipped her tongue into Twilight’s mouth intertwining theirs together. She pulled away slowly sucking Twilight’s tongue into her own mouth eliciting a moan from Twilight.

Rarity looked down remembering that she had shot some of her cum onto Twilight’s stomach. She scooped some up in her hoof. She licked a little off. “Rarity!? What are you doing?”

“Try some, darling. I think that you’ll like it.” She held it out so Twilight could lick it off.

Twilight stuck her tongue out. She licked a little bit up. It was sweet, rich, and creamy with a slight taste of blueberries. “Mmmm. That’s good.” She grabbed Rarity’s hoof and started licking it clean.

Rarity was surprised that Twilight would like it that much. “Dear, you do realize that you can have that almost anytime you’d like now. Don’t you?”

Twilight’s eyes lit up. “That’s right I can.” She licked the last bit off Rarity’s hoof. “Mmmm.”

Rarity dismounted Twilight and the bed. She stood looking at Twilight’s flank suppressing a giggle.

Twilight noticed Rarity’s look. “What’s wrong? What is it, Rarity?”

“Um… you’re, um…”

“Rarity!? What is it!?” Twilight tried to sit up, but Rarity still had her hips bound. So all she did was a tummy crunch. When she did she heard something hit the floor. “What was that?”

Rarity’s eyes bulged. This actually turned her on, but she would wait to spring that on Twilight for another time. “Well, sweetie… you’re leaking.”

Twilight’s brows furrowed. “What do you mean ‘leaking’?” she said flattly.

“My cum is… well, coming out of your butt.” Oh, buck it! “And I think that it’s really hot and it turns me on. There I said it.”

“Rarity! That’s gross,” Twilight pouted, laying back down on the bed. She turned her head away.

“I’m sorry, love. It does and I don’t know why, but it does.” Rarity’s cheeks turned bright pink.

Twilight decided to try and push a little more out. If Rarity was that embarrassed and she still shared it with me I guess I could try it. For her. It needed to come out anyway and since Rarity had stuck things in places she never would’ve thought to the least she could do was turn her lover on. She took a couple of deep breaths to calm herself, closed her eyes, and pushed. She heard it hit the floor. Oh dear, Celestia. She also heard Rarity.

“MmmHmmm. Just like that.”

Twilight reset herself and pushed a little harder this time. She could feel it coming out. This must be what an enema feels like. Interesting sensation. Then she heard and felt ‘pffft… pffft’. “OH TARTARUS! Rarity!? I can’t!” She was shaking her head and almost in tears from embarrassment.

Rarity giggled at the sounds, but immediately felt bad for Twilight. She knew what she must be going through. She herself went through it. “Oh, love. Don’t be embarrassed we all do it.”

“I know, but not with somepony watching. How can you look at me the same?” Twilight had turned her head away from Rarity again.

“Darling, it’s ok. I don’t think any differently of you. If anything I respect you more now than I did before. It took a lot of courage to do that and I love you even more for it, like that could even be possible. We both shared a very intimate part of ourselves just now.” Rarity sauntered over to Twilight, climbed on the bed, took her face in her hooves and kissed her long and hard. She released her kiss and climbed off the bed. “Let’s get you cleaned up, shall we?” Twilight just nodded her head. Rarity released Twilight’s hips. She sagged down off the bed righting herself onto the floor. A little more of Rarity’s cum drooled out of her butt and slid down her pussy as she walked toward the bathroom. Twilight’s ears drooped down as she continued to feel it drain. She wondered how long and often that was going to happen.

Rarity had gone ahead of Twilight and retrieved some towels. She cleaned Twilight up and then herself and then the floor.

Rarity could tell that something was bothering Twilight. “What is it, love?”

To be honest Twilight wasn’t sure what was wrong. She couldn’t answer her question. “I don’t know.”

That was NOT Rarity’s Twilight. She always had the answer or at least an answer. “Darling, did I say something or do something wrong?”

“No! You are wonderful. I just feel a bit… dirty. That’s the only way to describe it. Dirty. Not like a physical dirty. Like...” Twilight fell silent.

Rarity understood that as well. She knew there was nothing she could say to change that feeling either. Twilight would eventually get past it, but doing sex acts that are considered taboo make you feel that way sometimes. She was determined to be her support though. “I know exactly what you mean. I’ve felt that too. As you try new things that you might not have thought you would it happens.” Once they reached the bathroom Rarity drew a bath for them both.

As they stepped in Twilight smiled. “You’ve felt like this, Rars?”

“I have, love. It goes away as you get more comfortable with the act and your partner.” Rarity took the washcloth in her magic and started to lather Twilight with it and she seemed to relax.

“Thank you, Rarity. I don’t think that I would have wanted to do any of this with any other pony.”

“You’re welcome, love. I take that as the highest honor. Thank you as well.” She was lathering shampoo into Twilight’s mane with her hooves. Opting to be a little more personal rather than use her magic.

“You’re... welcome?”

Rarity stopped her mane washing. “For allowing me to be your marefriend, silly. You have fulfilled my deepest desire. The rest is all icing on the cake so to say.” Rarity pulled her into a hug with her front to Twilight’s back.

Twilight shifted her head back and rested it on Rarity’s shoulder. It felt good to be in Rarity’s arms. This is where she belonged. Being loved and pampered by her new marefriend. She let that marinate around in her head for a while. Wow. I have a marefriend. She was happier than she could remember.

Rarity felt Twilight lean back into her. I could stay like this forever. I love you so much Twilight Sparkle. I will fight for you for as long as I have breath. She squeezed a little tighter.

They remained just like that until the water turned cold. Rarity drained and refilled the tub and they finished their bath. After toweling each other off they spent the rest of the day together. They went to the spa and then Sugarcube Corner. They wanted to check up on Pinkie Pie and Fluttershy. After finding out that they were doing just fine they headed off to Sweet Apple Acres to try and find Applejack and Rainbow Dash.

Spike headed out through the Everfree Forest. He made his way to Zecora's front door. Once there he knocked and waited patiently. She wasn't a zebra that he wanted to offend.

She finally opened the door, “Hello, Spike. It’s good to see you tonight.” She motioned for him to enter.

Spike accepted the invitation and stepped through the door. He was always amazed at all the cool items that she had hanging on the walls or just laying around. Her big cauldron in the middle of the room also interested him. Zecora made all of her potions in it and also made her teas and stuff in the same pot. He shook off these thoughts. That wasn't why he was here.

“All this way you did wend. What can I do for you, my little friend?” Zecora asked from behind him.

He turned to face her, “Nothing really. I just stopped by to thank you. And ask how long that potion lasts?”

“The potion I gave you works only a day. Right now, the effects have long gone away. Tell me , Spike, how did this go? Did the potion work? Did it show?” she asked with a raised eyebrow.

“Yep. It worked. But…” He started to rub his chin deep in thought. He finally came to a decision, "I think that I need to send Princess Luna a letter."

Zecora tilted her head slightly and her ears perked up, “Princess Luna a letter? I see. But why must you do it so urgently?”

"Well, she was the one that helped plant the seed in Fluttershy that got the ball rolling that night," Spike said, as if it should have been obvious.

Zecora was still a bit confused, “If this whole plan was hers from the start. What was going to be her big part?”

“She was going to come in and sweep Twilight off her feet, but that plan backfired.”

“Backfired you say. Twilight isn’t that way?”

Spike rolled his eyes, "No no no. Twilight seems to have completely fallen for Rarity. Princess Luna was hoping that Twilight would get a bit of experience in the art of love making from her friends, but she and Rarity blossomed into something slightly more. Of course Princess Luna still has a chance. You know, since she and Twilight are both Alicorns they'll live forever and once Rarity..." Spike was unable to say any more.

Zecora could see that Spike seemed rather hurt that Rarity had a crush on Twilight. And probably more so that Twilight returned her affections. "Spike, I am sorry that Rarity fell for Twilight and not you. I know you were hoping that you would be at the forefront after she had my little brew.”

"It's ok, Zecora. At least I know that she'll be well taken care of. They both will." Spike put on a small smile of appreciation.

Zecora whipped up a brew that would help Spike relax a bit. "Here you go, my dragon friend. Drink this and it should bring your spirits up again."

Spike sat in silence and drank his brew with Zecora. When he finished he set the cup on the table, "Thank you, Zecora. For everything." He then went to the door and as he opened it and readied himself to go.

"Spike, do not forget to send the princess her letter. Though, I’m not sure how this will make her feel any better."

"I won't forget. Thank you again." And with that he was off for home.

Author's Note

This chapter had some assistance with the sexy parts from K9 Groomer. Thank you so much, dear.
I hope that you enjoyed Sex Ed. Thank you for reading it.
And thank everypony for liking and adding it to your various bookshelves. I really appreciate it.