Marshmallow Pie

by LoreLove

Rating: mature
Tags: Porn, My Little Pony: Friendship is Magic, Rarity, Romance, Pinkie Pie, Sex, Slice of Life, Anthro
Length: 13419

When Rarity realizes her feelings towards a friend, she decides it's in her best interest to let them know. She only hopes they feel the same.

With things finally calming down across Equestria, Rarity finds herself having more time to think and realize her feelings towards one of her friends. Soon enough, she figures it might be best to confess her love instead of hiding it. She only hopes Pinkie will feel the same. Perhaps there's more she can offer to show her love. They always did enjoy surprises...

Contains: Futa

Cover art and image by: 3Mangos

Published 2015-11-05 06:50:01 UTC
Last updated 2015-11-05 06:50:01 UTC

Pie Filling

With things ending up in a more calm state within Ponyville, Rarity had taken to letting her mind relax. So many adventures and travels, the mare was simply worn out and wanted to take in things she hadn't been able to. As such, one of those things consisted of her growing affection towards one of her dear friends. She just had to find the proper time to tell them.

She hadn't planned on taking a much deeper liking towards one of her friends by any means. It seemed to just happen, whether she wanted it to or not. The energy they had and the smile they constantly brought to her face was more than she could ask for. Despite wanting to settle down from all the adventuring, getting to know her bubbly friend on a more personal level would clearly spark up more energy. There seemed to be only one problem for her, though. How would she go about telling Pinkie Pie her feelings?

The pink mare had always worn silly outfits and been in such a happy mood for all the ponies, Rarity felt that maybe she would weigh her down. With Pinkie loving to travel and keep up her party antics, perhaps settling down with a mare that makes dresses might not be the best. Maybe the pink-maned mare would get bored too quick. Such thoughts had been eating at Rarity's mind for some time and didn't seem to be easing up any.

The poor girl didn't even know if Pinkie liked her at all. There had been subtle hints she dropped from time to time, though if any of them clued the pink mare in, Rarity had no idea. Signing for baked goods with a heart or taking her time and hanging out at Sugar Cube Corner when Pinkie was working were only a couple of small things. The closest she's been to telling her was giving Pinkie a hug for longer than needed when alone.

Rarity sighed and leaned forward at her table. Her head stayed propped up in her hand as she tapped a finger to her cheek in thought. It could have been she was overthinking it all. Rationally, any pony in her situation should just be up front about their feelings, should they not? Her legs crossed one way and then the other. She was feeling a bit restless with such thoughts lingering on her mind.

A small grunt came from the white unicorn before she blew a few bangs from her face. The fabric strewn about her work area needed to be done, yet she couldn't take her mind off more personal matters. With how slow she had been working, it would be a wonder if she could complete a dress within the next few days. A walk and some fresh air could help with regaining some clarity.

Her brow lifted as she contemplated the idea before leaning back and letting her hooves clop along the floor beneath the table. A walk sounded like the perfect idea. She could stop by Twilight's castle and see how she was doing, then stop by Sugar Cube Corner in hopes of confessing her feelings toward Pinkie Pie. Then again, perhaps the pink earth pony wasn't looking for another.

Rarity's heart tugged one way and the other before she groaned and stood up. No reason she had to keep beating around the bush. Whether or not her friend felt the same way about her would be entirely up to when she admitted her feelings. At least then she would know for certain.

“First thing's first,” Rarity stated to herself and began patting down her clothes.

The hours she had spent sitting down made her feel a bit less lady-like and more unkempt than she looked. Her horn lit up while pulling her glasses free and letting her stretch a bit to limber up some. The unicorn gave a little grunt as she worked out a few stiff areas and made her way to her room. If she were to head out, she wanted to look somewhat presentable.

The marshmallow colored unicorn let her magic work at opening her closet while she began to strip. The shirt came off followed by a toss to the hamper and soon the pants joined them as she looked through her options. It took her a few minutes to finally set out a black halter top and matching miniskirt. The unicorn stood in her room, tapping her chin before she smiled.

“Just in case~” she whispered quietly, magically pulling a pair of purple-tinted stockings, panties, and garter belt from her dresser.

It may have been a bit much for just going out, but even though she planned on stopping by Sugar Cube Corner, she couldn't help but want to feel as pretty as she would look. Perhaps Pinkie could pick up on the clue, too. Rarity could only hope.

It didn't take long to get dressed, though her mane required a bit more maintenance than she liked. Lucky for her, it only took a few more minutes. Her tail swayed as she hummed and smiled, feeling a bit excited to finally get it all off her chest. At least she wouldn't have her feelings being bottled up once she lets Pinkie know.

Turning around in front of her mirror, she seemed quite satisfied with herself. Perfect for showing off her figure without being indecent in any manner. The mare flicked her tail as she walked out of the room and grabbed a piece of parchment. It wouldn't hurt to inform Pinkie she planned on stopping by, possibly for some sweets, within a few hours or more.

The idea of some specially made pastries did sound quite enticing. Rarity rolled up the paper and gave tied a special ribbon around it before writing her pink friend's name upon the outside. Signed with a heart, she grabbed her purse and rushed out of the boutique just in time to catch up with the mailmare.

“Oh! Dear, could you possibly send this today?” Rarity asked, using her magic to shut the door and lock it behind her.

The gray pegasus tilted her head at the offered scroll before giving a nod and somewhat odd salute. Those adorable eyes seemed to wander in their own directions before the mare smiled.

“Yup!” the pegasus answered, straightening out her blue outfit and quickly taking off. Though, not before stumbling over a rock upon liftoff.

“It's to Sugar Cube Corner!” Rarity announced, waving her off and watching as the ditzy pony headed off in one direction before changing course at the news.

The day still seemed rather young so there hardly seemed to be a rush to the bakery before the letter. Pinkie could get the notice faster than she could run, too. Maybe trying to learn that teleportation spell could come of use to her sometime. Soon enough, she was off and headed towards Twilight's castle for a small visit. The only thing bothering her was if she should have put more information in the letter or not.

-

Within the kitchen of Sugar Cube Corner, Pinkie Pie was hard at work making various sweets and pastries for all the denizens of Ponyville. It always warmed her heart to see their smile upon getting their custom order or maybe a tiny bit extra with no additional charge. It was certainly one of the pink pony's specialties she was fond of doing. No pony baked with such energy as she did.

The pink earth pony was hefting a bag of sugar up to her when she heard the bell of the door give that welcoming chime. Those blue eyes shifted from the heavy bag against her stomach to the door of the kitchen. If she hadn't given it more thought, she would have assumed Mrs. Cake would be ready to grab the order, until she remembered the two Cakes were out for the day.

“Coming!” Pinkie called, crab walking herself around the counter and up behind the register.

With a thud, the party pony drops the sack of sugar and lets out a deep sigh before standing up. She would have to carry it right back into the kitchen shortly after she took care of the customer. Deciding not to fret about it at the moment, her hands dusted off some flour laying on the baby blue apron before she beamed.

“What'cha need?” asked the pink pony, smiling wide.

“Are you a,” the mailmare started before squinting her drifting eyes at the scroll, “Pinkie?”

“Yup! The one and only, super-duper, party pony!” the pink mare replied, giving a playful clap.

“This one is yours!” said the gray pegasus before handing over the parchment and giving a bow. “Have a good day!” she mentioned before turning and nearly knocking over a small display of candies.

Pinkie wished her the same, turning and reading the scroll as her pink and poofy tail caught the display and turned it back. A letter from her friend, Rarity! She was always excited to get special letters from her wonderful friends. The heart was an easy guess it was from the marshmallow mare. Only Rarity seemed to sign or write to her like that.

The hints weren't hard to spot once Pinkie started seeing small repetitions in them. Signing orders with the hearts, lingering in the store, and even giving her the smallest bits of affection from prying eyes. At first, she thought it was just an odd occurrence. When they kept happening, she began putting the pieces together.

It filled her with a good sense of glee that she was cared for and loved more than just being a good friend. In fact, she had felt the same way about Rarity for a while. Between baking and adventures, she had been having far too little time to think of how she wanted to tell her, though. A card would have been too cheesy and a party would be far overdone. Rarity would want the loving confession in private before letting Equestria know.

A few times, Pinkie had thought that maybe the white unicorn didn't actually mean the small flirts. Rarity did seem to act a bit flirtatious to some stallions, but usually just as a fun tease with nothing following. During the moments with Pinkie, it had been clear they were no acts or fun teases. Every second was genuine.

The pink mare untied the scroll and let it hang from her curly bang as the voluptuous pony crouched down to grab the bag of sugar once more. Her slightly bigger size had been complimented on by more than just Rarity at times. Most told her she appeared rather motherly with her pleasant warmth and greeting along with her curves. It could explain why the Cake twins certainly took to her rather well.

On the paper, Pinkie read the elegant writing from Rarity detailing coming by later in the day. There didn't seem to be a reason stated on it, other than possibly some spur of the moment pastries, and Pinkie knew all the orders like the back of her hand. As she crab walked back into the kitchen with the heavy sack, she stopped and let out a small gasp. Was her friend really planning on finally telling her?!

The idea made the magenta pony rather giddy as she wobbled to the counter and hefted up the sack onto it. Her small jean shorts, courtesy of Rarity, had managed to ride up on her during her short travel. A small tug in the back popped the denim from her round bottom as she giggled and gave a tiny shake. The yellow tank top clung to her upper body and seemed to outline her ample breasts beneath the apron perfectly.

Her fingers tugged the paper from her bang and set it aside as she leaned over the counter to read it once more. As she propped her elbows on the surface, her head rested in her hands while she took a break from baking to think over the coming visit. Since the Cakes were out, she could do something special for her friend. A lovely pie, homemade and with all the love and care she could muster.

Pinkie wiggled in place while she thought about it and stood up. Her ears gave a small flick as she counted her fingers before nodding. After the next batch of cupcakes, she would have plenty of time to work on something for Rarity. An additional thought entered her mind as she bit her bottom lip and blushed lightly. Perhaps she could do a little more for her, seeing as the place would be theirs and Rarity would be her last customer.

-

The knock on the castle door seemed to echo out into the rest of the structure. Rarity perked an ear up at the sound while she waited for an answer, finding it quite rude to simply barge in. Her tail gave a few sways from side to side as she stood before the tree-like building until she heard the rushed clops of Twilight's hooves towards the entrance.

One of the door creaked open as a violet eye peered around the opening along with an adorable, purple ear. The pink-striped mane tilted with her angle before the door opened further. Once Rarity was able to see more of her studious friend, she noticed the reason for such hesitation on answering.

“Hey, Rarity,” Twilight greeted to her friend, looking a little bashful while wearing her baby yellow colored pajama pants and shirt.

“Good afternoon, Twilight,” the marshmallow colored unicorn answered back with a soft giggle.

“Oh? Heh, sorry. I stayed up pretty late reading one or… several of Star Swirl's scrolls,” the lavender mare explained.

“I think I could tell,” Rarity said and walked in to keep her friend from being spotted by any ponies passing by.

“What did you come by for?” Twilight asked, barely managing to stifle a yawn as she scratched her head.

As much as Rarity wished to offer her friend a nice brushing of her mane from the way her bed and pillow treated it, she had to keep herself focused. She had tried to talk the slender bookworm into wearing some more fitting pajamas once or twice. When told the over-sized clothing was more comfortable, the seamstress let the topic rest. Judging from the way her alicorn friend had to hold up the pants at times, it seemed that a change was still in need.

“I was just looking to stop by and see if maybe you had a spell or two I could use for… things,” the white unicorn told her, nearly blurting her intentions later.

“Oh! A few spells?! I know plenty I could try to teach you! I even have some great books for you to start on! If you'd like, I can even-” the excited alicorn rambled before being cut off.

“Twilight, dear, I was thinking of just giving your study a small look. Would that be okay? Wouldn't want to overwork myself with still having dresses to make,” Rarity told her.

“Right! Sorry,” the purple princess apologized, giving a nod and motioning her arm towards a hall. “Down that way and to the left. I should get dressed…”

The two gave a soft laugh as Twilight eventually walked off and left her friend to her own devices. Upon looking over the number of books, Rarity felt a bit overwhelmed at the whole idea. All she wanted was to find a quick spell to use and maybe help show her love towards Pinkie. Some straw into flowers or maybe a visible, floating kiss. Something she didn't know and couldn't make.

Her eyes scanned the rows of books and along the shelves, reading the spines of some while she moved along the area. Most of the names sounded as old as some of the covers looked. Pulling one down from up top with her magic had her quickly put it back from the amount of dust that fell. How Twilight could live with such musty things and little dusting was beyond her knowledge.

Another set of books and some scrolls were set aside near one of the tables. The white unicorn raised a brow as she peered at some of the quickly scribbled notes that were also set aside. Spiraling tea from a teapot, reverse fireworks, and other nonsense spells were scrawled hastily along the sheet. Were they her friend's doing?

A closer inspection revealed, in detail, of such ridiculous spells being made by the infamous Star Swirl the Bearded. The unicorn tapped her cheek as she looked them over once more and smirked lightly. The smart mare had translated and figured out a few of the well-known unicorn's own spells they had either hidden in riddles or along several other writings. Twilight always did have a knack for going in depth on learning.

“Oh, Rurutuh,” came a muffled voice from the doorway.

Looking over, Rarity saw the lavender princess with a toothbrush in her mouth and pulling her mane back to tie into a ponytail. The clothing had yet to change, but a bit of time was probably spent walking to and from the bathroom. It still confused her as to why she was being checked on so soon.

“I wahnted to menthun..,” Twilight started before rolling her eyes and finishing her ponytail. Her hand pulled the brush from her mouth as she sighed and smiled. “Sorry. I was wanting to mention that I categorized easy spells on the far wall over there,” she pointed, “and more advanced ones are the other side. Also, that table is just… you know, my fooling around. I mean, my tests!”

“I see,” Rarity said slowly, giving a look at the notes again. “I'll probably find something easy to use, though. Thank you, Twilight.”

“No prahblem,” came the reply, that toothbrush back in her muzzle as she turned away, but not before giving a slight glance at the table.

It seemed that look back was enough to cause the purple mare to stagger and straighten up. Though, not before those pajama bottoms loosened enough and slipped below her hips. It was a little hard not to laugh at the cute exposure, but Rarity maintained herself as she saw Twilight grip the hem of her cotton pants and tug them back up. Of course, it wasn't before that perky backside in simple, white panties gave a little 'hello.'

Once out of view, the curious unicorn went back to reading over the notes and let her magic draw a few books closer. Her purse opened and the red-framed glasses came out before perching atop her muzzle. As much as she shouldn't, it seemed her princess friend had been worried about her looking over the notes on the table. Oh, she did enjoy a bit of juicy secrets, though she knew when not to speak of them.

If there was something special in Twilight's scribbling, Rarity wanted to know what. Her eyes scanned over the quick writing while sitting down and leaning forward on the table. The mare let out a light sigh, knowing she would be here a while in trying to figure out some of the things. Lucky for her, she had told Pinkie that she was coming by later on.

The mare read through the notes, mostly finding ones that had little value or just made no real sense. Magical chalkboards, snake clouds, and other items were fun to read about, but they just weren't special enough for what she wanted. It looked as if the bookworm princess had made more than enough finished spells based on the few other pieces of paper. How the purple mare had found the time and made all the connections to them, Rarity had no idea.

A few spells had small doodles of what to expect. Obviously, they had been tested out to have some form of visual aid to go along with it. Rarity couldn't help but smile at a few of the adorable creations. Happy figures shooting off sparks or disgruntled ones not liking the outcome. She could only assume the expressions were based on Twilight's own interpretation upon doing them.

Books and notes were looked through as time seemed to pass by the fashion making mare. Her eyes grew slightly weary the longer she read up on spells and her head felt like it might hit the table if she blinked for too long. How did Twilight manage such studies?

In the back of her mind, Rarity knew why she was doing it. Pinkie deserved something cute and special from her. If there had been easier spells to learn that weren't too pointless, she would have been gone sooner than later from the study. Her lavender colored friend might be upset for taking too much time, should she stay too long.

A look at her watch informed her that a couple of hours had passed since she sat down. She was surprised at how quickly the day seemed to be going by. Despite the tiring process of looking through books and scrolls, daylight was past its peak and ready to head down. How much longer would she be stuck there?

In her bored state, she had neglected to turn a few pages over that had notes scrawled on them. When a piece of parchment fell and showed the other side of some new spells, the mare's inspiration seemed to wake her up a bit more than she expected. She hadn't been checked on since Twilight left to get dressed, which could mean either the princess found her bed again or she went out and forgot. Rarity smiled at the thought of either outcome, knowing it was just like that cute alicorn to do such things.

The new details she found seemed vastly different from the others. It seemed like quite a startling change from self-brewing teapots to what looked like enhanced arousal spells. The rest of them seemed to be all along a similar theme. Something sexual in nature were in each one. The unicorn grinned and bit her lip as she glanced to the door. She had no idea Twilight was into such spells.

The mare skimmed a few of the spells, giggling to herself and continually glancing at the door in care she were be checked on. Breast enlargement? Sensitive nipples? Prolonged orgasms? Rarity couldn't believe all she was reading. It was incredible that such spells even existed in the first place.

One by one, she began to read them a bit more carefully and slowly let her mind wander off. Pinkie would love to feel so good for quite a while, would she not? The idea of even seeing the pink earth pony naked had Rarity squirm in her seat a little. Perhaps one or two of such spells might be special in their own way for her crush.

The longer she read, the more those stocking-clad thighs pressed together under the table. The squirming of her lower half didn't help in the slightest as she continued. Her hand snaked its way down and settled lightly on her leg as she read over the specifics of a rather peculiar one on the list. The ability to create a phallus on a mare seemed to draw in more.

As she read, her hand below started to drift between her thighs and beneath the miniskirt. The silky fabric of her panties were fine to sit in, but the brush the tips of her fingers made against it had her finding them a little too stifling below. Another touch to her outlined folds made her gasp and have to use her other hand to keep following the words on the paper. The idea of pulling off such a spell had quite the effect on her.

Rarity looked up and made sure she was alone before finally easing back in the seat. A little time to herself might not hurt. Those legs parted and her fingers made a smooth glide along the silky fabric to work against the quickly moistening crease. The mare let out a soft pant as she touched herself and tried making out the concentration of the spell.

That triangular patch of cloth covered such little decency of the mare as she pressed more along the area. Her fingers traced and worked up to the small nub that begged for attention. Up and down, her digits worked along her crotch while she tried her best to keep reading. It came to her attention that perhaps a pair of panties might not be able to contain such a thing should she attempt the lewd sounding spell.

Those hips lifted and the unicorn moved both hands below as she grinned. Even if she didn't manage to make her special gift work, it could prove easier to confess to Pinkie if she let herself relax with some alone time. Her thumbs hooked into the hem of her panties as she slipped them down to her knees with a sigh of relief. It felt much better to let her heated loins get a bit more air.

She could hardly believe how naughty she was being in her friend's castle. The idea alone was somewhat exciting to her. Once more, Rarity leaned in to look at the handwriting as one hand stayed below to tease the hood of her sensitive button. It took her several tries to read the whole process until she finally understood it as best as she could.

The white horn lit up as she rubbed her labia in smooth strokes, trying to concentrate and focus her magic. If such a spell were really possible, she could get plenty of use out of it. A brush to her clit managed to make her gasp as she felt her feminine juices dampen her fingers increasingly. Her glasses shifted as she shivered and rolled her fingertip around her pearl.

“Hey, Rarity! I was just coming to check up on you!” came the tender voice of Twilight from the doorway.

Rarity jumped at the sudden voice, luckily keeping herself still within the seat, and lurched forward, heart racing. The magic dissipated from her horn as she pulled her hand up from beneath the table as quick as possible. The sling of her slick, mare juices onto the top of the table had her grit her teeth before she just laid her arm along it and closed her legs. It was getting so good, too!

“Oh! Twilight, darling! You startled me,” the marshmallow colored unicorn said, keeping her ears pinned back.

“Sorry about that. Did you find what you were looking for? You've been in here a few hours or so,” the purple princess stated and smiled warmly.

“Yes, yes. I'm fine, dear. I was just… so absorbed in learning and all,” Rarity told her, which wasn't far from the truth.

“Oh? That's good to hear! Well, I need to head out and talk with Zecora. Will you be okay?” Twilight asked, leaning in from around the doorway.

“I should be perfectly fine. Thank you, though. You just be careful and all that, please,” Rarity replied with a nod and lightly waved her off with her less sticky hand.

The two exchanged their goodbyes before the book smart princess finally headed off. Rarity sighed in relief, knowing her heated scent was probably surrounding her from touching herself. She had been lucky that she wasn't asked to stand up and help with something or that Twilight didn't enter the room. Thankfully, she had held her panties at her knees and not outright dropped them. Of course, with her mind and heart slowly settling, she took in the fact that she was going to be left alone the rest of the time.

With a deep sigh, Rarity put her glasses back into the purse and leaned back once more. She would wipe the table down later, she noted after seeing the glistening trail on it. Her fingers went back to work on teasing and rubbing her tender button with light gasps. Lightly parting her folds, she trailed a finger along the inside and cooed in delight.

Having more privacy and time left her to indulge in her own pleasures much more as she closed her eyes and just savored the feeling of rubbing herself in the comfort of her friend's study. A finger pressed slowly into her depths as she whimpered in pleasure, knowing she was going to make a bit of a mess in her euphoria soon. The feeling of her own warmth on her finger had her squirm in place while she flicked an ear and let those walls embrace the intruding object.

As she worked her digit along her slick passage, her palm pressed lightly to her mound and rolled against her slick, little bean. One of her legs rose for a moment as she masturbated freely, loving to put her mind elsewhere than on the worry of later. Her other hand rubbed at her stomach before moving up and carefully pulling her top down on one side. It didn't take much before that perky, soft breast popped free and begged for attention.

Who was she to deny herself? That nipple got rubbed and teased all around. Her fingers gave it the lightest of tweaks along with a few pulls. Her exploring finger below worked in further and managed to find just the right spot as her legs closed and made her shudder. The pleasure had her lifting her hips and thrusting another finger within her folds to help explore.

Thoughts of applying some extra spells did cross her mind, but she decided against them for the time being. If just the one spell she wanted to attempt ended up not working out, then she may try for the others. There would be no sense in confusing herself with other details anyway.

With her fingers working on her body, Rarity drew in a deep breath and tried to focus once more. Whether she should be doing the spell while aroused it or not it didn't state. It wouldn't help to dwell on it, either.

That white horn lit up once more as she remembered most of what she had to do. Her eyes peeked at the notes to fill in the rest as she gave her nipple a light pull. A few moment later, she began to feel her slick pearl firm up and give a hint of a pulse. As she took a look down, the mare couldn't help but notice her loins giving a blue glow.

Nothing hurt, but actually felt amazing. Her vision blurred as she shuddered and pried her fingers from her wet canal. The whole area beneath the table seemed to light up from the magical source between her legs. It worried her for a moment that she may have done something very wrong in her attempt to produce the proper outcome.

One hoof lifted from the floor as her legs parted, unsure of exactly how much room she might need. The blue pillar of magic took form slowly, shaping along her loins with a plump bulge and long cylinder. The part after had her lean forward as the magic altered along the way and quickly molded on her new appendage. Before she knew it, it was over.

New feelings surged along her body as she felt some extra weight added to her lap. It wasn't only that, but she also felt that bliss moving all along it. Something had certainly changed and she only had to lean back to see it. Not wanting to put it off, the unicorn sat up and gave a look down to take it all in.

Replacing the mare's usual goods now sat a very thick and hefty shaft that most stallions would envy. The dark gray shaft sat out a good foot or two, and she couldn't help but note it wasn't fully hard. It didn't look like it would get too much bigger, though. The sheath at the base of her member seemed a tad darker than the rest of it. It did have a certain allure to it, though.

Her hands moved down and gently gave the thick rod a squeeze. Instantly, her ears folded back as she moaned out and closed her eyes. Either the spell came equipped with increased sensitivity or it really felt that great to her by itself. She wasn't sure which, but knew she loved it.

More exploring of her body continued as she caressed her inner thighs and brushed along the hefty sac of plums that nestled onto her chair. It felt just as good to give those a good rub or fondle. The more gentle she was, the more she absolutely craved to keep going. They seemed either full or just naturally a bit weighted, though she knew not which.

Upon further play, she found that her usual workings had not been replaced at all. Instead, that cute button of a clit and the folds it sat at the top of had merely shifted lower some. Not by a whole lot, just to give some room for the extra fun she sported. Her package of two creameries hid her prior workings, though a soft glide of her fingers showed they still felt just as much pleasure as before. The only issue she had after was how she would hide such a thing under her miniskirt.

The pillar of flesh seemed to be rising steadily the more she thought on it and stared, finding herself somehow growing aroused at her new piece. The excitement overrode any worry very quickly once she felt the end of her rod lift up against the bottom of the table. Her hips shifted and her hands helped tilt it down as she moved back and let it lift above the stand, into better lighting. Just the one action ended up making her take a breath to steady herself.

Every touch was electric as she stared down in delight until her hands wrapped around the sides of her stalk. A slow stroke up unveiled far more pleasure to the mare as she felt it twitch in her grasp. Passing her fingers over the medial ring made her let out a light moan as she stroked back down and worked her hands up once more. How did stallions cope with the things?

Rarity's eyes fluttered a few times when she began getting into a rhythm of grazing her fingers up and down her thick shaft. Her head tilted back as she gave a twitch and felt something emit from the end of it. Enough sense came back to her to check out the clear liquid issuing from the blunt head. It felt slick but stringy, and more than likely very messy. She recalled seeing and possibly tasting it once before, though she may not admit such a thing. A girl also had needs at times.

The clear drool that came from her heavy length dripped onto the tabletop before she turned away and splayed her legs out in front of her. The mare didn't want to ruin her friend's notes or books. The skirt draped down onto the base of her mare-cock as she settled in and worked her palms along the sides of her shaft. Each motion along it, all the way up and back down, sent chills down her spine. Every milking action ended up working out a bit more of her pre that either dripped to the floor or down the fleshy tool.

The more she stroked, the more she ended up working out of the pleasure stick attached to her groin. Once her fingers passed over the slick substance it reduced all friction like a natural lubricant. Oh, she loved it! The smooth work along her pole had her groaning in desire more while those plump orbs reacted as generously as she.

A hand moved south, under the skirt, and cupped one of her new plums as she kept up her masturbatory actions. One hand pumped along her length, digits wrapped around the girth as best as possible. The other, cradling a delicious ball, massaged over the soft exterior while she worked up towards her orgasm once more. It felt far too good for Rarity to stop again, should she be interrupted.

More and more, the mare's legs quivered as she fully pleasured herself in the open. The thick, gray length stood from her lap as she stroked, giving her two plums a good fondling during the process. As far as she was concerned, her climax had top priority until she hit her peak. More pre leaked from the tip as she huffed and felt a stirring that seemed rather familiar from below.

A thick pulse from her new shaft ended up squirting a bit of that clear, self-lubrication out and onto the floor. Her fingers worked against that thick ring in the middle, massaging and passing over it to add to her bliss. The unicorn panted out while she stroked, giving her balls a lovely roll in her palm before tensing up. As much as she wanted to splay her legs out further, the panties around her knees prevented going too far.

The white colored unicorn grunted and groaned as those thick softballs drew up against her, hugging to her lap. The familiar rise of that internal need crashed against the walls of her mental dam. As good as it felt to hold back, she couldn't last longer than a few more seconds. Especially wit-

The explosion of pleasure that rocked her body was one she had never experienced before. The mare threw her head back, purple mane flinging back with her as she held onto her length and felt her body give in to the carnal desire. It only took two pulses before the moment nearly blew her mind when rope after rope of creamy and very thick foal batter sprayed from the end of her flared lust stick.

The heavy hits of the thick cream sounded out in the study while she came hard and quickly began milking along her pole. Each of the strokes urged her on, begging her to keep touching and working it as she shook in her chair. Every throb and twitch ended up slinging out a bit more of her mare-cum while she let herself go until the orgasm eventually began to subside.

Rarity's fingers rubbed and caressed along her stiff pillar and those warm testicles. The trail of white lust across the floor would need a quick cleaning before she left, for sure. It had been a wonder she missed her panties entirely in drenching them in her semen. The mare panted and smiled in a satisfied manner, happy to get such build up out in quite the explicit manner.

If she didn't stop rubbing along her turgid flesh, she may have ended up with more of a mess to clean up. Thankfully, she drew her hands away and simply let her tower of desire sway in her lap for a bit. The entire ordeal had left her craving more, yet she knew she couldn't give in to the wants of her body repeatedly. Not then, anyway.

The marshmallow colored unicorn sat up slowly and gave her body another look. A quick tug pulled her top back in place as she lifted her breasts to give them just a bit more comfort and perk. The real issue would be the new genitalia she had magically procured. How was she going to change it back? She knew how to draw it forth, but going out in public with such a thing swinging between her legs and under her skirt would cause far too many problems.

Rarity leaned over toward the table with the notes and looked over the papers. Once more, she needed to find something hidden away, she surmised. Those gorgeous, blue eyes scanned the same writing she had prior, looking for any kind of clue until sighing in relief. It had appeared Twilight found the counter spell to such additions and put it near the bottom.

The thought of her friend using such a spell made the mare smirk as she stood up and pulled her panties up against her. The soft fabric hugged to her still-full balls like an overflowing basket. The thick tool stayed jutting up from below her skirt which draped over the base. Next time, if one, she would be more on the lookout for the remedy before trying another out. No need to nearly panic again.

There seemed to be a long moment where she stared at the instructions, making sure she had everything down right. Truth be told, she was surprised she could even pull off the spell in the first place. The counter to it would work, but she didn't want to mess it up and do damage. It would just required being careful.

Soon enough, the mare closed her eyes and began her bit of concentration. Her magic channeled along her horn before moving through her body as the pony did her best to reel in that thick pole. The unicorn felt her skirt slipping over more of her length as it drew up into her and out of sight. It seemed far quicker than the actual spell, though she wasn't complaining.

Once the last bit of her member moved away and her body regained its original form below, she opened her eyes and quickly lifted her skirt. Everything seemed to be in working order and nothing amiss. Her fingers ran along the silky fabric of her panties, teasing over her folds before she swiftly pulled her hand away. No sense in getting turned on too much again. She still had to meet with Pinkie soon.

The dress making mare let out a comforting sigh until her eyes scanned the clear trail on the table and the thick glob of white pleasure along the floor. At least she knew how to clean up after herself. It would be quite rude to just leave such naughty behavior behind. Especially if Twilight were to find it.

Rarity gave herself a nod and went in search of a few cleaning items while humming to herself. She had spent long enough cooped up in the study and toying with her body. Once she cleaned up her mess, it would be a straight travel to Sugar Cube Corner. She only hoped it would go by smoothly.

-

The evening had come quickly and Rarity wasn't sure if Pinkie would be happy to have her coming by near closing. She had been standing outside the entrance for a few minutes but refused to knock. As good as she felt earlier, it didn't seem to carry over in the time she spent cleaning the spunk and tidying herself up. Not to mention, her slow walk over.

There would be no time like the present, she thought and gave the door a push open. The sound of the familiar jingle from the bell sounded out as she opened the door and stepped inside, giving a look around. The darker lighting had her a little worried she may have missed her chance until she heard a few noises from the kitchen. Perhaps she arrived just in time.

“Rare Rare? That you?” came the cheery voice of her pink, party friend from the kitchen area.

“Oh, yes, Pinkie! Did you get my letter?” Rarity asked, stepping inside fully and closing the door behind her.

“Yup! I was waiting for you to come by! Go ahead and up the 'closed' sign and come back into the kitchen! I got a surprise for you!” Pinkie announced, sounding rather eager.

The idea of a surprise did entice the unicorn a bit as she flipped over the sign in the window and locked the door. She didn't want her confession to be rudely interrupted. It would be best to not stall for time and simply announce it. At least, that was her plan.

“Pinkie Pie, I had something I wanted to tell you for quite some time now,” the white unicorn called as she began walking to the entryway of the kitchen.

“Oh? I bet'cha I can guess it!” replied Pinkie, giving a stifled giggle.

Rarity smiled and ran a few fingers through her purple mane. The playful nature of the pink earth pony always lightened the mood and took away worry. She had no idea why she was so afraid of just telling her something from the heart. Pinkie would surely understand and comfort her, even if she didn't feel the same way.

Getting to the kitchen doorway, the unicorn took a deep breath and closed her eyes. It would be a simple phrase and then she could go from there. Play it by ear, in a sense. The mare stayed still for a moment until finally moving into the kitchen, opening her eyes and letting out a soft gasp.

On the far side of the room, Pinkie Pie stood in front of the far counter along the wall. The oven near her looked to be on and the aroma of something tasty was filling the air, invading the white unicorn's nostrils. What had caught Rarity off guard entirely was Pinkie herself who donned nothing more than the baby blue colored apron against her curvy body. It did nothing to conceal that large, pink flank out in the open, facing Rarity.

“I… Uh, Pinkie… You're..,” Rarity tried to say, unable to pull her eyes from her dear friend's rump.

“Naked! Well, I mean, other than the apron, but I thought you might like it,” the pink pony stated.

“I was just… I wanted to say that,” the unicorn spoke, attempting to find her words. “Pinkie, darling, I have… how do I say this?”

With a gentle turn, Pinkie moved over and walked to her friend, wasting no time in wrapping her arms around the smaller framed mare and giving a big hug. Such a hug nearly lifted the unicorn off her hooves as she felt the mostly naked pony hold her tight and keep her close. A small squeeze and Rarity quickly wrapped her own arms around the bubbly mare, lifting a leg lightly.

“I love you too,” Pinkie said softly and let her nose give a soft nudge to Rarity's.

“I didn't say… anything, though,” the held unicorn mentioned, returning the loving nose bumps.

“You don't got to! I knew what you were wanting to tell me from the start. You could have said it sooner, though!” the pink baker said, giving a giggle and planting a kiss to her friend's cheek.

Rarity blushed and folded her ears back as she stayed close and nodded. It was true. She could have spoken up about her feelings sooner than later, but at least Pinkie knew what she wanted to say. In fact, she seemed to think the same thing from the sound of it.

“I guess you're right, Pinkie. I was just afraid you might not feel the same,” said the white pony, leaning in and nuzzling along that soft, pink neck.

“Of course, I do. I love all my friends, but I love you more than that~” Pinkie told her and began rubbing her back.

The motherly affection of just holding her and feeling that hand along her back had Rarity relax nearly instantly. Her arms stayed around the more cushioned body of her lover while she took in the sweet scent of her mane. A sugary sweet aroma seemed to be a permanent thing with Pinkie's mane and coat, but it hardly ever seemed overwhelming. Soon, one question did come up that Rarity was curious for an answer to.

“Pinkie, love, why are you naked in the kitchen? Surely you don't dress this little with the Cakes around?” the purple-maned pony asked.

“You're right. I don't! I saw your letter and knew what you really wanted to say. I figured maybe some incentive might help,” Pinkie explained and gave another kiss to her cheek.

“Well, I can't deny I did like the view,” Rarity admitted, finding herself enjoying those adorable kisses to her more than she ever expected.

The two giggled and laughed as they exchanged a few more kisses between each other, never breaking their embrace. The love was clear and neither one would be able to deny it. Rarity let her hands roam down that soft and bare back of her new love's, reaching down until she found that larger bottom which she gave a playful grope to. It seemed to spur the two on even more.

Pinkie's own hand managed to trail along Rarity's back, rubbing lower and going further before reaching just above that perkier backside. Another gentle fondle of that plush tush urged Pinkie on as her hand gave a playful pat to the skirt-clad bottom. She couldn't help but giggle and give another firm pat before winking.

“I think you're already eager to take this further,” the pink earth pony said while rubbing the area she touched.

“If I didn't know any better, I think you were looking forward to it before I got here,” Rarity replied, getting a good handful of that bare bottom before nibbling along her lover's shoulder.

The two lovers offered up more kisses and began letting their hands do more talking as seconds passed. A soft caress beneath the skirt, some teases under an apron. They got more worked up by the minute and hardly tried to stop each other from progressing further. Nothing seemed off limits.

Pinkie's fingers teased at the stockings along Rarity's inner thighs, massaging carefully and moving up before cupping that mound clad in such silky lingerie. The reaction was obvious, bringing out light gasps and a few squirms as a couple of fingers traced along those silken folds. The unicorn was enjoying it all and more than happy to fully indulge in her newly claimed love.

Rarity offered a return of such pleasure by moving a hand under the apron and finding the perfectly puffy folds of her friend, there for her to touch freely. In fact, the moment her fingers graze that area, those thick thighs parted more as Pinkie offered her more room to really enjoy that touch. The eager fondling and sexual rubs were working both of them up as they explored each others bodies. A press here or a caress there seemed to be the most expressive language for their communication.

It wasn't until Pinkie's fingers attempted to pull the front of those silky panties down did Rarity ease her hips back. The white unicorn smiled and placed a finger from her free hand to the candy scented mare's lip with a shushing noise. As she shook her head, her other hand kept rubbing beneath the apron, teasing those barely hidden folds.

“I have a surprise for you, as well,” Rarity whispered and leaned back. “I… do hope you enjoy it.”

Eventually, they both removed their hands as the magical pony stepped back while she reached down to her miniskirt. The mare eased her thumbs beneath and slowly peeled her panties down from beneath, stripping her underwear right in front of the mare she loved. Her hands stopped when she was far enough to let the fabric drop to her hooves and let her step out of them easily.

Then came the part she was a bit worried about. If Pinkie found the spell too crazy, she would hate to ruin what they just established. Of course, she had no reason not to considering what they had both confessed. If they truly loved each other, a bit of spice in the bedroom would hardly be a bad thing. Then again, a kitchen wasn't exactly a bedroom, but it was certainly a place of comfort.

Rarity relaxed and leaned back against the counter behind her, parting her legs some as she bit her bottom lip. She was excited enough as it were, not to mention the fact Pinkie looked eager to see what was in store. Quickly, she repeated her efforts from earlier in the day and did her best to remember the spell she had cast on herself. It didn't seem nearly as advanced as she had thought, so another use of it shouldn't be too hard.

The familiar glow beneath the skirt began to emit once she found it all and collected herself. The fashion pony shivered as she used her magic to alter her loin once again. The shift of her legs made each movement start to tingle a bit of pleasure up her back until the front of her skirt lifted and protruded lewdly. It didn't take longer for the thick, equine member to sprout from below, peeking out from under her skirt, and lifting up in need.

“Golly! Look at the size of you, Rarity!” Pinkie chimed in, clapping her hands excitedly. “I love it!”

The drop of those plump softballs beneath finished the incantation as Rarity took a deep breath and smiled wide. She was happy to see that Pinkie enjoyed the new tool she donned. It was, quite possibly, the most lewd look she could accomplish herself. The shaft gave a small twitch as it pointed to her lover, almost as if giving a very approving nod.

Before she could get a word out, Pinkie dropped to her knees and had her hands wrapped right around the end of it. Rarity let out a sharp moan as she felt the touch of another along such flesh. It didn't stop there, though. Those soft hands worked down the member, giving the perfect amount of pressure around it, before moving back up as those blue eyes gazed back up to the futanari mare.

“I love it,” Pinkie repeated in a more lusty tone. “I love you no matter what,” she added and kissed the flat head a few times.

Rarity shivered at the feeling of those lips planting kisses to the sensitive tip, enjoying the work being done to her new appendage. Each stroke up and down felt more than amazing to her. From the head of her stalk to barely past that medial ring, Pinkie worked her hands along it, rubbing her palms and fingers back and forth as she sat in nothing more than her apron.

Kisses peppered along the girth as the pink pony showered the stiff pole in affection. Her lips trailed around the rod and down along it as her hands kept up the frequent pumping. Closer, her head edged toward that lap as she kissed down the shaft and finally nosed herself beneath the skirt. It was there that Pinkie found a stronger scent of her marefriend.

Both of the hanging orbs gave a lift once the warm breath caressed them. The end of that massive length beaded some of the familiar pre out in reaction before the wet mouth of one Pinkie Pie went to work on giving a loving suckle to one of the plums. Her tongue roamed over the pouch as she moaned in delight, savoring the taste of her friend and lover, causing Rarity to moan out and squirm above. The exploring tongue also made a very careful sweep beneath them, being sure to give them equal attention.

Rarity had a hard time holding still but somehow managed. The feeling of having those heavy nuts teased and pleased had her panting, loving the pleasure each lick and suckle sent up through her body. Her thighs did their best to part, having Pinkie nose and lap at her new features below as she reached down to place a hand along the back of her head.

Pinkie kept up her endeavors on those twins, kissing them and smiling at every reaction she got from Rarity. The hand on her head made her press her muzzle more into that comfy, warm pouch before giving it a light moan. The vibrations of her voice moved along the area and helped give more pleasure while she rubbed those stocking-clad thighs slowly. A few times, her fingers gave small tugs a the garter belt holding the stockings up, just for fun.

Several long and amazing minutes passed as lips, tongue, and cute nose all worked against and over those juicy balls. A few times, Pinkie ended up lifting her muzzle beneath them just to have them drape on either side of her face. During such moments, she ended up tasting that sweet nectar from Rarity's folds hidden by them. Not once did she stop tasting or enjoying that body under the miniskirt.

Rarity soon had to give one of those pink ears a loving rub before softly patting the tending mare's cheek. Her hips lifted and shivered while she settled back against the counter, breathing slowly to try and calm down a little and keep from erupting too early. She didn't want their moment to be over too soon.

“O-okay, darling! That's good… I think you can come up for now,” Rarity said, panting and fanning herself.

“Mm, I just couldn't help myself~ They smelled so good and their taste..,” Pinkie trailed off, rubbing those thighs a bit longer until she stood up, letting her large, apron-covered breasts brush to the end of that member.

Rarity felt her knees grow weak for a moment when that cloth moved against the sensitive end of her mare-cock. The fact it was also the only piece of cloth covering her friend's sizable chest seemed to add to the lust. Her hands reached behind her as she held onto the edge of the counter while panting and smiling wide, loving how Pinkie had such an effect on her so easily.

Pinkie took the opportunity to move forward, lightly tilting that hefty package down and letting it squeeze between her plush thighs. Those legs gave it gentle grips along the way as she scooted forward and let her moist folds glide over the top of that shaft. Of course, all was hidden from view beneath the flap of the apron despite the wonderful feeling rolling up that member. Every throb was felt by Pinkie just as much, especially when she felt the end of it lift the bottom of her cheeks in the back, letting her tail drape down.

“Pinkie… You're going to be insatiable, aren't you?” Rarity inquired, her mind trying to keep herself afloat and not lost in the maddening lust rising within her body.

“Mm, I think we both know the answer to that,” the party pony whispered to her, pressing her thighs together. “You like that?” she teased, giving her hips a small roll forward.

The well-endowed mare nodded as she felt the warmth of that body holding her and moving along her girth. It was easily more than Rarity could have asked for, though she wanted to return the favor of such pleasures. Being held in place only gave her one option and she was more than happy to execute it.

Those white hips moved forward, giving a small thrust as she pressed her shaft along that snug grip on her. The apron hiding their explicit act only got her more aroused, dribbling pre from the humping between those thighs. Her hands moved up as she untied the back of her top, letting it fall free and expose those perky, powder colored breasts. The moment two, pink hands cupped them, Rarity held onto those luscious hips and began pushing between those legs once more.

Each thrust ended up pleasing them both, dragging the stiff flesh of her length back and forth against Pinkie's precious pussy. The soft, puffy folds spread along the top of that member beneath the flap of the apron, smearing the mare juices along it slowly but surely. The two of them humped and let each other grind along each other, pressing the genitals against one another without any sort of penetration taking place. For the moment.

More of the silky pre drooled out the end of Rarity's dip stick, managing to drop to the floor once in a while. It was almost like a milking motion of those thick thighs working along her. The hands giving those marshmallow globes added onto the growing desire they both had brewing. Nothing ever felt so right or so good to Rarity.

“Pinkie~” the unicorn moaned out, letting her take over once more. It felt too good not to let her friend merely grind to her for a bit more.

Both of their lips met and locked in place while those hips stayed at their own meeting under the baker's apron. The need for more was clearly on both of their minds. Nothing would satisfy them otherwise. Every motion begged for more, yearning to go further and give in to those primal needs.

“I think I know… what we both want,” Pinkie said in a breathy tone. Her eyes were locked onto Rarity's, almost as if she could read her thoughts through them.

“Oh, Pinkie, are you sure?” the stiff mare asked, wanting to be certain it wasn't just for her sake.

The apron-clad pony merely nodded before easing back, purposely letting that shaft get a thorough massage all the way until the end popped free of those thighs. The small lift it gave to the apron let Rarity catch a peek of those folds beneath and see just how wet she was. That is, if it wasn't apparent enough by the slick trail laid out along the top of that girth.

Pinkie stepped back, moving near the oven before hopping up onto the counter near it. Those plump thighs spread wide apart as the single piece of fabric hid the treasure between. The horny mare gave her hips a small shake on the counter as she giggled, letting that jiggle show off her form very well. The lack of any other clothing item other than the apron seemed to show it off just as good, though.

Rarity moved across and let her hands rest on those larger hips, caressing them slowly while leaning in to plant a deep kiss onto the bubbly pony's muzzle. The favor was returned in kind, Pinkie's head tilting just enough to allow the probing tongue in and welcoming it with a similar friend. It was a sensual moment, one of many to come for sure, and the two enjoyed it greatly. Their love would be strong for years to come.

Minutes seeped into one another as they kept up the passion until that firm end gave a light press into the fabric between Pinkie's legs. Nothing could really be added through speaking as to what they were wanting. Just a light nod from the spread eagle mare and a confirming one from Rarity seemed to be all that was needed. It was a moment that would be happily remembered forever.

The spread pony reached down and gently lifted the flap of her one article of clothing until her draped over the end of that breeding tool. The closer their loins got, the more heated they became. Rarity's hands trembled in need as she inched it further until she felt the slick entrance of her friend pressing to the blunt head of her phallus. The initial touch had them both squirming.

A good push forward made that pink mound squish to the head until the resistance gave in. The sudden pop into that plush body had the white mare moaning loudly as she felt just how tight and pleasantly warm it was. Pinkie's body gripped onto that intruder as more began sinking inside, disappearing under the fabric as if it were some magic trick. Each inch offered seemed to cause a wet squelch as the two mares gave themselves to each other.

Rarity's hips continued easing forward, slipping more of that length into the baker she loved while experiencing a whole new wave of bliss. The wetness and hold upon her lust stick had her already needing to lean on her special somepony. Pinkie welcomed her with open arms, hugging her tight and panting loudly into her ear.

“Keep going,” came that heated breath, “I want you.”

The throbbing rod had only a bit left to enter that candy-scented body. Rarity panted while holding onto the pink frame and gave her one more push, sending the rest into that perfectly snug body. The second she felt those folds meet the sheath, she looked to Pinkie in wonder. How she was able to take her entirely, she'd never know.

“I love you,” Rarity said, holding still for a moment to savor the feeling that enveloped her cock.

“I know you do, and I love you,” Pinkie replied, rubbing along Rarity's back.

Rarity took a slow, shaky breath before drawing her hips back and feeling that slick passage glide along her bare shaft. It felt better than almost anything she could remember. Her hips continued back until only a bit of the end stayed within that pink body on the counter. In a careful guide, she pushed forward, sinking herself all the way back in with a gasp from them both. It seemed to feel just as amazing as the initial penetration.

Another draw back and thrust forward resulted in the same enjoyable effect. Slowly but surely, Rarity began working up a slow pace of moving her hips up against Pinkie, pumping that savory shaft into the love tunnel below. The act being entirely hidden by the baby blue colored fabric let their minds focus on more than the visual fun of the activity. Sensations and sounds were becoming far more pronounced.

It was almost like the touch of silk along the white pony's rod. Her hips rolled and dipped that throbbing length into the slick folds again and again. As the pleasure came, it was well received for both parties as they moaned in tandem. Each pump and pull left those walls nearly hugging along the flesh, begging for it keep going.

Every thrust ended up rocking Pinkie's body a bit more on the counter top, working her into a fit of moans and gasps. Rarity repeated most of those moans herself, leaning into the soft apron and softer body beneath. Her plums, full of brewing lust, swayed and smacked lightly to the plump bottom that nearly spilled over the edge of the counter with her tail. It wouldn't be long before she would just cave in and let loose.

More groan escaped the pair of throats as wet noises and soft pats could be heard beneath their calls of love. The miniskirt swayed with every pump, signaling every plunge into that divine hold onto the mass of equine need entering it. Their bodies worked together, connected at their laps, and kept from direct view. Neither would last long if they kept it up.

“W-wait! I… I want to try something!” Pinkie spoke up, feeling awfully close to her own orgasm and knowing her lover was possibly on the brink.

Rarity quickly stopped and stayed motionless while taking deep breathes. Her ears pinned back in her need as she felt her heart hammering away in her chest. As much as she wanted to give Pinkie every drop, she wanted her to enjoy it more. The spell was easily one she had grown fond of quickly, though.

Pinkie rubbed along her friend's back and smiled, panting hard and gently guiding her back. Her eyes looked down, seeing that outline of the shaft leading right up into her which made her smile wide. The mare was careful as she urged Rarity back, feeling that slick foal maker squeeze out until it made an audible pop once it left her body. The two gave a small gasp and giggle before Rarity stepped back and let the glistening shaft stand at full attention while she waited.

The trail of pre and feminine juices onto the floor showed just how much they were into it as the baker pony slipped off the counter and turned around. Her tail gave a cute flick one way and then the other before it hiked up and off to the side while she leaned forward. The mare let her arms rest on the counter as she bent over and looked back.

With her turned the other way, everything was suddenly visible. That drooling slit, soft mound sandwiched between those thighs, and that round, enticing rump. The apron had drooped enough from her angle to give a tantalizing view of the side of her breasts. The nipples formed smoothly into the globes leaving them resembling like two, large water balloons.

“Can we do it like this for a bit?” Pinkie asked, smiling back to Rarity and swaying her hips from side to side as her thighs gave off a small glisten from fluids.

“I'd absolutely love to,” Rarity answered to her as she moved up and caressed those pink hips along with those cushioned cheeks.

That hiked tail slowly lowered and moved over Rarity's shoulder as she got into position behind the mare. That thick stalk moved in close, grazing up and down between those cheeks until she angled it properly, guiding the end of it down to those previous explored folds. A little nudge and Pinkie let out a small gasp, parting her legs a tad more. The lewd noises just from rubbing the slick but blunt end between those lower lips was an enticing noise itself.

Without putting it off, Rarity leaned in and let herself push right back into where she belonged. A loud slurp sounded out as over half of the entire shaft went into that eager mare, letting it rest inside before feeding the rest. Inches worked in carefully as the endowed pony moaned, holding onto those hips as she made sure to give her all there was. Pinkie sounded as though she was in heaven as much as Rarity felt.

The moment she felt her lap rest against that rear, Rarity felt her hips start up into that motion she had learned to work very well in pleasing herself. Her lap rolled and bucked against the upturned body, moving her hands up to hold onto the soft waist, while grunting in her need. The feeling of that slick, tight orifice gliding along her just felt too good and left her wanting more and more. The pre-cum from the massaging and perfect hold on her managed to keep getting drawn out and line those walls around it.

The horny mares continued their tryst as the night drew upon them. The marshmallow colored mare kept a steady rhythm of making sure her slick tool got in nice and deep each time. It felt just great as the other position, but with the added bonus of hugging that body below and just giving it her all. Every slap of the hefty balls seemed to be making contact with Pinkie's sensitive clit, repeating after every thrust and weakening her knees.

More and more, the couple gave into their desires, accepting each other fully and wanting to fulfill their commitment. Rarity moaned out as she leaned against the prone pony's back, thrusting harder and reaching under to slip her hands under the front of the apron. Those delicate fingers caressed the sides of those swaying breasts before cupping the large globes and giving the smooth nipples their own deserved treatment. With her own chest pressing into that warm back, the friction of the thrusts and bouncing body rubbing the unicorn's nipples in return.

The position kept them in the yearning need for each others release while the fondling continued below. Each perfect tease of the nipples ended up drawing out a small whimper from Pinkie, her hips pushing back against Rarity's to keep that warm pouch pressing at her button. Those folds rolled back and forth as they both drew closer together, knowing the outcome would be soon and both holding out for the right moment.

“I'm… c-close!” Rarity announced, not wanting to feign her stamina of being able to last forever.

“M-me too! Here… Just… let me turn back over. I w-want to see you when we do!” Pinkie urged, grunting a little as she felt those hands massage her breasts under the baby blue fabric.

Without waiting for the humping mare to stop, Pinkie pulled up and drew away, nearly losing herself from how good it felt to have that shaft working in such the right spots. Her body turned around as she let her tail playfully brush over Rarity's muzzle while hopping back up onto the counter and spreading her legs wide. To entice her lover more, she grabbed the hem of the apron and lifted it just enough to show off her needy sex.

Rarity hardly needed the encouragement, but it did help either way. Her eyes saw the offered area and she was quickly moving up to stake claim. The thick member gave a few throbs as she moved it under the makeshift awning to the entrance of that body. A quick prod and the fabric fell to conceal their act once again as she gave a hearty thrust and pushed herself inside. The abrupt nature of the penetration nearly set them both off, but they held fast.

Pinkie's legs wrapped around Rarity's body, urging her to stay against her. The two held close, hugging and kissing, as they made love and worked their hips together. The end of that large cock nudged far inside, finding its way to where it was needed as it ran back and forth along those walls. As such, those slick walls massaged and held against the length.

Neither one would last at the rate their were going. Lewd sounds and heated moans sounded out in the kitchen as the two worked toward their common goal. They were already at the brink, awaiting that inevitable explosion as they enjoyed the closeness of one another. It would only take the littlest thing to set it all off.

“D-do it!” Pinkie groaned, feeling her body getting ravaged in ways she never expected. “Fill me up! Cum inside me!”

Rarity would have loved to offer a vocal response but the only thing that came out of her mouth was a loud moan as her body shuddered. Her hips worked quickly, thrusting under the simple flap of cloth concealing their nature, until she felt that mental dam burst open. Her hooves lifted as she buried herself to the hilt and hugged tightly to her lover.

The second Pinkie hugged back it set everything off. Those batter-filled orbs lifted and hugged to the mare inside the party pony. The end of that shaft flared and the rest throbbed several times until the first burst of that thick seed began to spray directly into that womb ahead. Every rope of creamy, liquid lust filled the Pie mare up from the inside as Rarity let her body work on its own. Her arms hugged tightly as she came, loving the feeling of filling up the baker and just getting her shaft milked from Pinkie's own reaction.

The pink pony felt every jet of that batter being pumped into her and it filled her with glee. Her own orgasm was quickly triggered from the effect as she screamed in delight, shaking her knees as her walls gripped that pulsing rod, begging it to keep going. Her hips lifted a bit as she helped Rarity empty her pent up love into her, releasing her own spritz of feminine juices along that shaft. They had finally hit their mark together.

With the scent of their love making overpowering the kitchen, it would be clear to anypony coming in knowing what had happened. Rarity whined as she felt the last bit of her climax end and let the suction of that body beneath milk out the rest of her bliss. When she leaned down and rested her head upon the apron-clad breasts of Pinkie, she felt the gentle touch of fingers combing through her mane and lightly moving them back into position. It made her smile while she closed her eyes.

Pinkie hummed softly after a while, letting her new love rest to her and cradle her some. Fixing her mane was something Rarity liked doing, so the loving baker took the opportunity to do it for her. As exhausted as they felt, they would still need to clean up and get to bed. She idly wondered which bed they would end up staying in.

Minutes passed while they relaxed, one listening to the others heartbeat as the other gave the lightest of hums and held her slightly smaller framed lover close. It wasn't until the pink earth pony smelled the cake in the oven that she slowly sat up and whispered for Rarity to wake up from her brief nap.

“Hey, sleepy head,” Pinkie whispered and giggled quietly. “We need to get cleaned up and get in a proper bed. Kitchen counters aren't comfy, silly filly,” she teased.

“You're right, dear. Mm, thank you~” Rarity said, offering a small kiss and standing up to steady herself.

The white unicorn glanced down at the pink body that still wore the apron throughout their first time together, noting the concealed naughtiness. It was clearly something she adored already as she pulled back and felt the post sensations run up her spine when she began slipping free. The slick noise made could almost get her ready to go again, but she knew she would pass out attempting another orgasm that heavy once more. No sense in that at all.

The more of her shaft she freed, the most she saw their mixed fluids all along it and smiled wide. Her length drew out until it reached the end where it popped out of the doused sex. Following it, a bit of that thick semen she had ejaculated spilled out and pooled onto the counter beneath the apron. Pinkie quickly pressed a hand below and clenched her legs, giggling.

“Wowie~ You came a lot, Rary Rare,” the pink pony said, blushing some. “I'm glad you're the one to fill me.”

“Me too, Pinkie. I hope you enjoyed it,” Rarity told her.

“You bet'cha I did! You did great! Oh, I forgot to ask, what kind of sweets were you wanting?” Pinkie asked, keeping her legs closed as she hopped down and looked over to the oven.

“You,” the fashion pony stated simply and smiled, magically drawing over a few spare rags to help clean up the place.

“Aww, well aren't you just a gem?” Pinkie replied with a grin.

Rarity couldn't help but smile at the pun. It was rather adorable for her to say so. It seemed Pinkie really did know what she came over to admit. While cleaning up, she was given a complimentary item. A marshmallow pie. It was cute and she couldn't deny her sweet tooth for it.

They were going to get along very well. Especially if she kept getting surprised like she did in the kitchen. Perhaps she could make her a special apron to wear. Considering the outcome of such a sight just from walking in on her in only that, it could very well be a great idea. Maybe keep it around for her to put on when they felt a little more playful than usual.

“Pinkie, darling?” Rarity chimed, looking to her pink mare. “You think we do well together?”

“We'll be just fine~” the pink and practically nude baker pony said then smiled wide and slid the pie over to the unicorn's side of the counter.

It was true. They would go very well together all the way to the end. They were both happy in knowing that. The rest of the night was spent with the mares eating pie and cuddling up in Rarity's bed. It was the best sleep she ever had, having the comfiest, softest, and most sweet smelling pony to hold and have hold her.

It also didn't hurt that Pinkie was a good kisser. Rarity smiled in her slumber.

Author's Note

This one was fun to write and gave me a good excuse to work on writing Pinkie more. The more than kind 3Mangos, that I wrote this for, did the awesome cover image so please go check them out!