Following Her Heart

by EverfreeSparkle

Rating: mature
Tags: Romance
Length: 7028

Twilight admits her romantic feelings to Rarity, and then they experience a wonderful moment together.

Rarity has been on Twilight's mind for over a month, and it's confusing the heck out of her! So, after reading a few, um, educational books on the subject, Twilight has concluded that she might be attracted to the fashionista.

After a few weeks of stalling, she builds up the courage to confront Rarity about her feelings. It goes better than she could have hoped.

Contains: F/F, anatomically correct equine anatomy, cunnilingus, horn insertion, some anal rimming, and muzzle insertion.

Proofread by:
Gildomar
Jordan179

Pre-read by:
LightningFlash18

Published 1970-01-01 00:00:00 UTC
Last updated 2016-03-16 23:00:01 UTC

The Admission

The bell jingles as Twilight Sparkle enters Carousel Boutique, the door shutting behind her with a soft click. Her tail tucks between her legs as she looks around the room nervously. "She’s your friend, she’ll understand,” Twilight quietly chants under her breath, staring at the opening to Rarity’s workroom with barely concealed apprehension. She uses her telekinesis to fidget with her tail, brushing it with her magic in an attempt to calm herself.

Twilight hastily lets go of her tail as Rarity’s voice resonates throughout the shop with a distant, “Coming!~” Moments later, her heart skips a beat as the refined fashionista enters the room, her royal purple mane as shiny and curly as ever, the usual smile for customers creeping onto her face. “Welcome to—” Rarity’s face lights up with a more genuine smile as she notices who her visitor is. “Twilight, darling! To what do I owe this pleasure?”

        Twilight only bites her lip, trying not to stare into the unicorn’s eyes, or speculate on how her soft white fur must feel against her own… She blinks rapidly, clearing her mind of the thoughts. My facilities needs to be in top shape if I’m going to face Rarity. I only have one chance at this, after all. She takes a deep shuddering breath in an effort to prepare herself.

        “Twilight, are you well?” Rarity asks, concern creeping into her deep blue eyes. Twilight opens her mouth to say that yes, everything is indeed fine, but her friend’s expression causes her to lock up, her jaw closing with a snap.

Rarity’s beautiful eyes, so full of genuine care, stares into her own, resulting in all kinds of feelings deep in her gut. Her tail starts rising on its own accord as her heart beats ever faster. Twilight’s quickly growing arousal urges her to clamp her dock directly against her plot and curl her tail around her flank, desperately trying to hide her excitement.  “N-no. I think, um...” She trails off as she gets lost in Rarity’s eyes.

The moment is shattered as anxiety encompasses her mind, causing her legs to shake. Maybe she should just teleport out? Pretend she never came by? If she denied ever coming, Rarity might pass it off as a hallucination!

Rarity’s voice pierces through her traitorous thoughts, “Twilight, dear, tell me what’s wrong? You’re shaking like a leaf!”

“I- I- I-,” She stutters, looking anywhere but Rarity’s worrying eyes, growing nauseous as her emotions get the better of her.

A well-manicured hoof gently lifts her chin up, the touch sending tingles down her spine, allowing them to lock eyes once more. “You can tell me anything, darling, I promise I won’t tell anypony.” Rarity smiles at her in support, Twilight losing herself in the wonderful gaze.

Tears build up around Twilight’s eyes. “I...” She trails off yet again, clenching her eyes shut as a single hot tear streaks down her cheek, her ears drooping as a result of her anxiety. “I- I think I really, really like you…” she finally whispers, her throat closing up as the fear of rejection abruptly becomes a grave concern. She clenches her eyes shut as her apprehension grows, a few tears dripping down her muzzle. She knows friendships can break up over an admission of love. What if that happens to her and Rarity? What if she doesn’t return her affections? Did she just break up the Elements of Harmony with her selfish desires? Or will Rarity tell her how silly she’s being, and they pretend this never happened? She doesn't know which scenario is worse.

Her thoughts shatter as warmth encompass her barrel, soft fur sliding against her own, applying just the right amount of comforting pressure. She cracks her eyes open to find a blurry white and purple form against her own, hugging her. She blinks rapidly, washing away the rest of the tears. Rarity’s smiling face comes into focus.

“Shhh, It’s okay. I can only imagine how hard it was for you to admit that.”

With her heart soaring by the second, Twilight asks, “You-you’re not mad at me? You’re not going to laugh at how silly I’m being?”

Rarity scoffs, waving a hoof in dismissal. “Goodness no!” a sly smile slips onto her face. “In fact, I kind of 'really really' like you myself, especially considering how cute you're being.” Rarity leans into the hug, nuzzling Twilight’s cheek with her own.

Oh my gosh, Rarity is nuzzling me! The normally platonic gesture feels anything but to Twilight. The sensation of the soft fur rubbing against her own sends tingles down her spine once more. Her dock rises against her own volition, just in time for Rarity to lean out of the hug.

Rarity notices Twilight’s flushed face, as well as her raised tail. “Oh, so you like me that way, hmm? Does a simple hug arouse you?” she teases.

Twilight sputters, mortified at what Rarity must think of her, her cheeks flushing a bright cherry-red.

Rarity snickers. “I jest. No need to feel so embarrassed.” She turns to the side, revealing her own raised tail. “In fact, I think both of us are a bit ‘hot and bothered’, wouldn't you say?” She wiggles her tail, showing a tantalising glimpse of what lies beneath.

The confirmation that she isn’t alone in her arousal is a huge relief, but Rarity’s lewd display urges her to look around the shop nervously. “Ra-Rarity! You shouldn’t be doing that in public! Somepony could come in and see!”

She gasps in mock realization. “Oh dear me, you are right! Let us retreat to the bedroom at once!”

Twilight’s eyes widen as her breath catches. “B-bedroom?! Isn’t that a bit… fast?” She blushes harder than ever, her dock raising to the sky at the thought. Me? With Rarity? Now?!

“We've been friends for years, it’s not like we could go much slower than that,” she counters. “Besides, you only recently discovered you were into mares, correct?” Twilight nods her head shyly. “That’s wonderful! There are so many things I have to teach you!”

Her eyes widen in shock. “Teach me?”

“Follow me~” Rarity says with a sing-song inflection to her voice. She turns around and walks to the stairs, her horn glowing just long enough to flip the 'open' sign in the window to 'closed'. She isn't even attempting to lower her dock as she exaggerates her steps, granting Twilight an alluring glimpse of what lies beneath with each sway of her curly tail. Twilight gulps, trying to keep her eyes off of Rarity’s plot as she keeps step behind her, feeling that staring would be rude.

Rarity glances back as they climb the stairs, noticing Twilight’s avoidance of her rear. “You don’t have to look away, darling,” she purrs. “Here, I’ll make it even easier.” She moves her dock to the side, revealing her slightly glistening treasure in its full glory, resulting in Twilight almost tripping on the stairs.

Her mouth goes dry at the sight; the white flesh of Rarity’s thick labia squishes slightly as she walks, almost blending into the well groomed fur surrounding it. The muscles in her thighs consequently generating a chain reaction of small tremors across her rear end. Even her anus is snow-white, the taut ring undulating with each step she takes. Regaining her pace behind her with a soft pant, Twilight can’t help but stare the entire way to Rarity’s room.

        Rarity stops in front of her bedroom door, but Twilight doesn't even register this as she keeps going, as focused as she is on the flesh in front of her. Rarity’s eyes widen as Twilight’s nose collides with her rear end, causing her to clench in surprise. The white unicorn’s scent becomes all-encompassing, her heavy musk making her light-headed with desire.

Rarity looks back with a sly smile, “I know you’re eager, Twilight, but save it for the bedroom.” Rarity gives her ass a single push against Twilight’s nose, before walking into her bedroom without another word.

Twilight, meanwhile, places a hoof up to her muzzle, remembering the feeling of her friend’s flesh against it, the smell of her arousal; if for only a moment. With a sharp gasp, her pussy winks, and she becomes aware of the liquid dribbling down her thigh.

 “Twilight, are you coming?” Rarity asks from inside her bedroom.

“No! I swear I’m not cuming!” Her brain quickly catches up with the fact Rarity meant the room, not… that. “Wait, I mean yes, I’m coming in!” she corrects her hasty utterance. Rushing inside, she finds Rarity sitting on the bed, obviously trying to hold in her laughter.

Rarity raises an eyebrow in amusement at the conspicuous liquids dribbling down Twilight’s tail. “You seem to have made quite the mess,” she giggles.

Twilight’s face flushes as her ears droop, mortified that she soiled Rarity’s carpet as a result of her lack of control. “Sorry…”

“Don’t be! You’re not liable for the frailties of the equine form. Besides, it’ll come out effortlessly with a bit of magic.” She curls across the bed, relaxing her posture and presenting her belly and petite breasts, the display further kindling the fire within Twilight’s gut. “So, you obviously find me attractive. When did you come to this realization?” she queries.

Twilight shifts her legs, thinking back. “Um, maybe about a month ago? I always knew you were beautiful, but I never really realized how perfect you were until then.” Twilight’s breath catches as she realizes she called her perfect, resulting in both their faces to flush brightly.

“Perfect? My my, aren’t you the lady charmer. Stud.” She teases, batting her eyelashes at the other unicorn.

Twilight attempts to hold it back, but a loud snort reverberates through her at the ridiculousness. Rarity snickers as well, and then they both burst into giggles, grinning ear to ear. All of Twilight’s doubts recede from her mind in an instant, tangible proof that their friendship remains unaffected at its core.

“In all seriousness, you’re pretty sexy yourself.” She admits as their giggles die out, her eyes analyzing the purple unicorn. “Your form is absolutely sublime, your mane and tail cut is captivating, and those legs of yours! Magnifique!”

Her compliments steadily turns Twilight’s face the same shade as a ripe tomato.

“T-thanks,” she stammers, experiencing a deep warmth in her chest at the knowledge that her crush finds her attractive as well.

Rarity stretches on her bed. “So, be honest; have you ever had any sexual experiences?” she asks softly.

“N-no.”

“But you’ve at least masturbated, right?” Rarity digs, staring into her eyes.

Twilight’s blush deepens as she looks away, digging her hoof into the carpet in embarrassment. “Y-yes.”

Rarity sighs and sits up. “Stop being so nervous, darling.” She pats the spot next to her. ”Here, sit down.”

She crawls up on the bed and rests her wet rump next to Rarity. Shifting slightly to get comfortable, the soft silk of the comforter feeling a bit too good against her bare flesh, she turns to Rarity and says the first thing that pops into her mind, “Your bed is pretty comfy.”

Rarity’s eyes light up. “Oh I’m glad you think so! I imported the finest silk and materials from Prance I could afford, and made the sheets, the blanket, the comforter, and even the pillows, myself!” She shifts her own plot a bit, putting on a thoughtful expression. “Well, the blanket and comforter use slightly different materials, but-” She stops mid sentence in realization. “Silly me, getting carried away! Now tell me, why are you so nervous? I’ve shown that I am interested as well, yes?”

“Yeah, but I-” She takes a few deep breaths. “I’ve never dated before, let alone a mare! I don’t know how I’m supposed to react! Heck, the book I read didn’t mention anything about this!” She looks deeply into Rarity’s eyes, her own wide with panic and confusion. “What am I supposed to do?”

Rarity’s expression softens. “Oh, Twilight… There are no rules for this kind of thing. Now, I’m sorry if I went a little fast in my own advances, I was, uh,” she pauses, fidgeting slightly. “Enraptured to learn you were interested. It’s also been a while…” she trails off, laughing nervously.

“So, you’ve um… had sex?” Twilight almost whispers the last word.

Rarity nods. “Of course. A few times with a stallion during a short fling in highschool, and-” she pauses. “I can trust you’re not going to tell anypony about this, right? I have complete faith in you, of course, it’s just I don’t need gossip about my sex life circulating about.”

“Of course, Rarity! I Pinkie Promise!” She quickly completes the motions. She would never betray Rarity’s privacy if she could help it!

“You didn’t have to go and do that, but I appreciate the gesture nonetheless.” Rarity leans back slightly, settling her hooves to each side of her. “Anyways, a certain mare, who doesn’t wish to be named, and I were seeing each other a few months back.” Twilight’s eyes widen in surprise, urging Rarity to add, “Not romantically, I assure you. You could say we were there to relieve each other’s stress.”

“But why didn’t you tell any of the girls you were seeing somepony?” Her ears droop in distress. “Why didn’t you tell me?” Twilight almost begs, looking at Rarity with a hint of betrayal. She knows it’s unreasonable, but her heart tightens all the same.

Rarity sighs dramatically. “I’m terribly sorry I didn’t mention it, but like I said, it wasn’t romantic. We just had sex, nothing more and nothing less.” She smiles slyly. “I told you now, correct? It’s the least I could do for my new marefriend.”

Twilight’s ears perk up, her heart racing in giddy excitement, her previous feelings of unease washed away. “Marefriend? You? Me?” A huge grin spreads across her face, and she flings herself at Rarity, said unicorn making an ‘oof’ sound at the contact. Twilight nuzzles her head into Rarity’s neck, her voice muffled as she whispers into her fur, “Yes, yes, yes...”

Rarity snickers, nuzzling her back. “Of course you’re my marefriend now! How could I resist your cute purple starbutt?” Twilight releases her hold on Rarity’s neck, and tries glaring at her for the name, but her beaming eyes and relieved expression just makes Rarity shake her head in amusement. “You’re adorable, you know that?” Twilight puffs up her cheeks, but Rarity’s smile only grows.

Deciding to take it as a compliment, Twilight bites her lower lip and looks down at the deep-red fabric peeking out between her legs, at a loss on what to do. “So, um what’s next?”

“That entirely depends on you, darling.” She leans into Twilight’s side, resting her right hoof against Twilight’s thigh. “We could go on a date tomorrow.” She moves her hoof in circles, causing Twilight’s heart to flutter in her chest. “Or, I could show you just how much fun we could have on the bed.” Rarity almost purrs, moving her hoof further up Twilight’s leg.

“A-are you sure?” Twilight asks, her tail rising at Rarity’s touch. There is no doubt in her mind what Rarity is asking, but it almost feels like a dream. This can’t be happening, right?

“If I wasn’t sure, then I wouldn’t be asking,” Rarity insists. “Now, you’re new to this, so I’ll let us go at your own pace.”

“Um, okay…” She starts, but trails off as she realizes she has no idea what to say! Rarity is practically throwing herself at her, but even so, the possibilities are too much! She decides to start with something simple. “Could we kiss first?” She asks as she stares into Rarity’s inviting eyes, managing not to look away, although she still blushes madly.

Rarity leans in, her hot breath tickling Twilight’s muzzle. “Anything you want, Twilight,” she whispers, closing her eyes and bridging the gap between them in moments.

Twilight’s heart practically explodes as their lips meet, her body locking up in shock. “I’m kissing Rarity, I’m kissing Rarity, I’m kissing Rarity,” is all her stunned mind can comprehend, the sensation of the lips brushing against hers almost too much. Rarity’s tongue pokes against her lips, snapping her out of her catatonic state. The realization that Rarity is asking permission to enter her mouth is mind blowing, but she retains just enough cognitive function to part her lips. Rarity’s tongue slips between them instantly, and dominates Twilight’s own inexperienced tongue, causing her to moan in delight. The soft yet firm flesh wriggles against her own, occasionally tickling the roof of her mouth, presenting her with a sense of intimacy Twilight hasn’t felt prior to today.

A small part of her brain finds this disgusting, considering another pony’s muscular hydrostat is currently probing her oral cavity, but the rest of her couldn’t be happier; especially the parts below her tail as they quiver with excitement, the bed below her no doubt being soaked with fluids.

After a full minute of kissing, they separate, a single strand of saliva connecting them for a moment before snapping. They pant for air as they stare into each other's eyes; Twilight’s wide with wonder, a stark contrast to Rarity’s own focused orbs. “Wow,” Twilight breaths out, her face slightly more flushed than Rarity’s as her body rapidly warms up. Twilight sharply inhales each time she feels her clit wink against the soft silk underneath, more aroused than she can ever remember being. She rubs her butt against the bed in an attempt to relieve some of the unbearable heat.

Rarity sensually licks her lips. “Wow, indeed.” She leans in and gives Twilight a quick peck on the nose, causing Twilight to sigh in contentment.

Rarity smirks prior to opening wide, slowly licking Twilight’s entire cheek from the bottom up, making her giggle at the sensation.

“Rarity! S-stop! That tickles!” she laughs, each lick of Rarity’s tongue generating an electric tingle that travels down her spine and between her legs, making her pussy wink uncontrollably with each shiver.

Rarity stops assaulting Twilight with her tongue. “Oh? You want me to stop licking your cute little cheeks?” She gives a long lick up Twilight’s other cheek, her giggles growing in intensity.

“Y-yes, please! It’s too much!” Twilight squeals, clenching her eyes shut at the strange sensation between sensual and ticklish.

“I’ll just have to find somewhere else to lick, then.”

Twilight’s eyes open at that, looking straight into Rarity’s smirking face. “What?!”

Rarity just smiles. “Be a dear and lay on your back. I think you’re ready to experience the joys of marehood.” Twilight’s cunt winks hard at that, and before she knows it she’s on her back, resting her head against one of Rarity’s soft pillows, her tail swishing on the ground in response to her giddy anticipation.

 Rarity crawls across the bed to the adorably flushed unicorn, her madly winking pussy dripping all over her comforter. Twilight’s forelegs rest against her chest, while her hind legs close tightly, clenching her thighs together in reflex, obstructing the tantalizing flesh just underneath. That won’t do, I want to see it all. “Twilight, dear, could you spread your hind legs?”

Twilight bites her lip before ever so slowly moving her legs apart, causing Rarity’s pussy to wink at the sight revealed to her.

 The base of Twilight’s tail is soaked, the hairs matted and sticky with fluids. Her dock continues to twitch, flicking the tail across the bed in either nervousness, or anticipation. Probably both. Just above her cute dock is Twilight’s protruded anus, lubricant pooling into the taut hole, causing the dark purple flesh to shine slightly. Above the anus is a glistening slit, the flesh a slightly darker purple than the fur around it. Rarity moves closer, and rests her front hooves on either side of her new marefriend’s thighs, pushing them further apart. Her labia separates with a barely audible squish, resulting in a dribble of fluids squeezing out, flowing down the adorable unicorn’s butt, and settling around her dock. Rarity shudders in anticipation at the absolutely divine sight.

“O-oh!” Twilight gasps as her lips are parted. “That’s, uh. That’s something...” her voice trails off. Rarity licks her lips as Twilight’s clit repeatedly peeks out of its folds.

“Um, should I be doing something?” Twilight asks the mare between her legs, feeling unsure of herself. Her privates are on full display for one of her best friends, and the thought makes her extremely self-conscious, especially considering how aroused she is. What if it doesn’t look normal? Would Rarity change her mind about being my marefriend if it looks too weird? She knows it’s ridiculous, but the fears keep growing! It also doesn’t help that Rarity isn’t doing anything other than staring at her winking flesh.

“Um, Rarity? Are you— oh, wow!” Twilight cries out in the middle of her sentence, jerking her hips into Rarity’s face as warmth surrounds her clit, all of her pelvic muscles clenching at the unexpected sensation. What can only be described as a tongue squishes her nub, sliding against the sensitive flesh each time it winks into Rarity’s mouth. Her right hind leg kicks into the air as suction is applied, pulling her clit further into Rarity’s maw, and sending an electric tingle up her spine.

The amazing feeling of warmth and pressure leaves as quickly as it came, causing her to whine at the loss, her body winking in vain for the sensation to return.

Rarity looks up from between Twilight’s legs and smirks, fluids dripping down her chin. “How was that little demonstration?”

Aftershocks of the intense, yet brief, contact quickly die down, but the memory is burned into her mind as her inner walls quiver. “That was bucking amazing! I mean, wow, Rarity, just… Wow.”

“I’m glad you enjoyed it, because now I’m going to take my time. You are going to experience the greatest orgasm of your life!” Rarity claims with a cocky grin, before lowering her head between Twilight’s thighs yet again.

        Rarity kisses all around Twilight’s snatch, intentionally not making contact with the quivering folds, teasing her as she wishes. She trails her lips all the way down Twilight’s rear, making way to her tail, giving the dock a single wet kiss. She then opens her maw and extends her tongue, licking the base of the tail, resulting in a full body shudder from Twilight as it twitches.

        Focusing just above Twilight’s dock, Rarity nuzzles the soaked anus, causing the sphincter to clench. She then gives it a single kiss, the soft-yet-firm donut-shaped muscle pushing back against her lips. Her teeth gently compress around the round protrusion, feeling it spasm against her tongue as Twilight involuntarily clenches her rear.

“A-ah, Rarity? Um, I-I don’t know how I feel about this…” Twilight says, her voice wavering at the strange sensations under her tail.

Making a disappointed moan in her throat, the vibrations resulting in Twilight’s anal muscles to spasm yet again, Rarity nonetheless detaches and licks upwards, right across Twilight’s soaking-wet labia. Twilight quickly exhales with an almost inaudible gasp as Rarity slides her tongue across the mare’s needy cunt, the folds quivering at the contact. She slowly licks the pussy from bottom to top, resting her tongue against Twilight’s winking clit for a few seconds, before starting all over again. Twilight clenches her vaginal muscles as the tongue slides across her folds, and relaxes as Rarity’s tongue ceases its movements; her breathing increasing with each agonizingly slow lick, her quick inhales and exhales easily audible to Rarity’s ears.

After one final brush across Twilight’s labia, she retracts her tongue and rubs her muzzle against Twilight’s moist entrance, slowly spreading the folds apart as she inserts the tip of her muzzle inside, the walls instantly clenching around her in opposition. Twilight moans loudly as Rarity pushes even further, sliding her tongue inside and feeling the firm yet squishy walls squeeze around her. She laps up as much of Twilight’s tangy fluids as she can, making sure to feel around for the perfect spot to press into.

Twilight arcs her back as she moans deeply, each lick within her spread folds sending ripples of pleasure coursing through her. Rarity’s horn suddenly glows blue, causing Twilight to moan louder than ever as she feels her clit being forcefully pulled out of her folds by her lover’s magic. The raw nerves of her sensitive nub are squeezed and rubbed, her wet labia sliding past it as Rarity pulls it in and out, all the while it struggles to refold into itself. Rarity’s ministrations rapidly raises the pressure deep within her to greater heights, her lower abdomen aflame with pleasing sensations. “Oh my gosh! Oh my gosh! Rarity, I think I might c-cum soon!”

Rarity responds by humming into Twilight’s snatch, the vibrations tickling her, and pushing her muzzle slightly deeper. This results in her insides clenching harder than before, subsequently rubbing against the soft fur of Rarity’s cheeks oh-so-delightfully. Rarity’s muzzle bumps into a spot deep inside her pussy that sends tendrils of electricity throughout her entire body. This feeling, combined with the magic massaging her clit, increases the pleasure deep inside her to a crescendo. And with a snap, the dam bursts.

“Oh, b-buck, Rarity, I’m cumming!” Twilight stutters out, gasping with relief as her insides rapidly clench down on Rarity’s muzzle and tongue, the culmination of pleasure flowing through her almost too much. Spots appear across her vision, and she jerks her hips against Rarity with each contraction, the immense relief pulsating between her legs mind-blowing. Rarity was right, this is the best orgasm she has ever felt!

Rarity continues to lick and suck for as long as she can, swallowing much of Twilight’s fluids in the process, but her lungs begin to cry out for oxygen, urging her to take a breath. Releasing her magical hold on Twilight’s clit, she attempts to pull her muzzle out, but the orgasming cunt continuously clamps onto her, the walls gripping her cheeks despite the vast amount of lubricant being produced. Starting to feel desperate, she places her hooves on either side of Twilight’s vulva, pushing the folds apart, and pulls.

With a wet plop, her muzzle slides free of the tight muscle, allowing her to inhale deeply, a burst of Twilight’s strong musk assaulting her nose in the process and causing her nostrils to flare. The fragrance only deepens her arousal.

As fluids drip down her muzzle, she rests her head on Twilight’s winking clitoris, feeling it kiss her chin each time it unfolds, and takes deep breaths. From this position she has a clear view of Twilight’s flushed face; her mouth is open slightly, a small amount of tongue slipping through her lips, and her eyes rest closed as her expression twitches in sync with each orgasmic contraction. She has never seen Twilight look so pleased, and it makes her own chest swell with pride.

“Enjoying yourself, dear?” She asks as Twilight’s orgasm dies down, causing said unicorn to crack an eye open, quickly making contact with Rarity.

“Y-yes! I’ve never felt anything like this! Sure, I’ve have orgasms before, but they never feel this good!” Twilight babbles out, almost too fast for her to hear. Rarity just smiles, rubbing her chin against Twilight’s clit, feeling the folds slide against her. She then gets out from between Twilight’s legs and crawls atop her, kissing Twilight’s fur all over before making way to her beautiful face.

Rarity gives the softly panting mare a brief peck on the nose, before saying, “I’m glad your first sexual experience is going well. However, my pussy is feeling awfully left out.” Twilight’s pupils shrink, and she gulps, seemingly growing nervous once more. Figuring that Twilight is worried about doing poorly, Rarity reassures her, “Don’t worry your cute little butt about it, I know you’ll do great! Just follow your instincts.”

Her instincts? She figures it’s worth a shot. “Okay Rarity.” she takes a deep breath, psyching herself up to it. ”Um, t-turn around please?”

“As you wish, my dear.” Rarity says with a playful wink, before maneuvering around until her rear is in front of Twilight’s face. She then rests her belly against Twilight’s own, and scoots further back before wrapping her legs around Twilight’s barrel, pushing her needy marehood so close to her face that Twilight can feel the heat emanating off of it.

Once again Twilight is faced with Rarity’s pussy, only this time she can make out every contour in exquisite detail. Directly in front of her eyes lie Rarity’s dock, holding her tail up and to the side, just out of the way, the base twitching every so often. Below that is Rarity’s protruded anus, the slightly concave muscle sporting well-turned wrinkles that clench inwards each time Rarity shifts herself. However, the real prize is the flushed flesh just underneath; Rarity’s plump vulva, parted just enough to get a glimpse of the tantalizing pink walls inside. Every so often her pussy winks, the clitoris spreading outwards and flicking lubricant onto Twilight’s face, before snapping back into its folds. As she feels the warm fluids splattered across her face, she can’t help but appreciate that they were produced by Rarity’s arousal. The thought turns her on even more.

“Enjoying the view?” Rarity asks after a few seconds, slowly moving her aroused plot back and forth, clenching her pelvic muscles in an oh-so-enticing way.

Twilight licks her lips, her mouth suddenly going dry. “Y-yeah.” She croaks, swallowing thickly. Rarity continues to wave her rump in her face, but there are too many things to choose from! Should I lick her labia first? Her clitoris? Stick my tongue inside her vagina? Rarity seemed to enjoy messing with my, uh, butthole, but I’m unsure if I’m myself into that kind of thing. “Um, is there anything in particular you want me to do?”

Silence lingers for a few seconds, Rarity even stops waving her rear. “Well… I really enjoy it when somepony licks around my privates, and then starts to gives my labia long licks after teasing me.” she pauses for a moment, before sighing. “I also enjoy it when the outside of my anus is tickled and licked, but I understand if you are uncomfortable with that. It’s not for everypony, I’ll admit.”

She bites her lip as she stares at Rarity’s anus, unsure. “You’re, well, you’re clean, right?”

Rarity gasps, as if affronted. “How could you ask such a thing?! I’m a lady!” If it wasn’t for the quiet snickers rippling through Rarity’s body, she might have thought she was being serious.

Deciding to try playing along, she counters, “Are you sure? Maybe you’re a stallion wearing an illusion-” she places a short kiss on Rarity’s vulva, causing her leg to twitch. “-or you’re just a changeling trying to trick me.”

“A-ah, I can promise you my genitals are completely r-re-eal!” Her pitch rises, and she giggles as a result of Twilight blowing a puff of air against her folds. Rarity continues after she catches her breath, “In all seriousness, I assure you I am perfectly clean. But if it helps, I’ll sterilize myself.” blue magic engulfs Rarity’s anus, and just as quickly vanishes, a slight puff of smoke trailing off of the ring. A sterilization spell? There is no reason for her to say no now… She might as well try it out.

Instead of giving her verbal affirmation, Twilight leans forward and squishes her nose against Rarity’s anus, the muscle reflexively constricting as Rarity gasps softly. She breaths in and smells absolutely nothing, besides a slight musty aroma most likely originating from Rarity’s pussy. Deciding that it’s clean, she pushes down with her nose, the flesh easily compressing under her. She then gives it a little nuzzle, her moist nose easily sliding against it. After a moment of indecision, she slides her nose upwards, resting it just above Rarity’s anus, and opens her mouth. She extends her tongue and gives the donut-shaped flesh a short lick, feeling the firm texture spasm under her organ.

“O-oh.” Rarity utters out, her legs tightening their grip around Twilight’s body. She continues to lick, trailing the rim of the ponut every few moments, feeling Rarity squeeze her sphincter each time she presses down. “You’re doing- ah- really good Twilight!” Rarity praises, her voice raising in pitch each time Twilight presses down on her ring. She gives the twitching flesh a short kiss, before moving further down.

Remembering what Rarity wanted her to do, she slowly licks directly across her perineum, the smooth skin twitching at the contact. She kisses the space between Rarity’s anus and vagina one more time before moving on to nuzzling all around Rarity’s labia, the folds trembling as she actively avoids making contact. All the while Rarity’s clit unfolds and retracts rapidly, the intervals between each wink decreasing the more she licks and nudges, the arousing sight prompting a few winks of her own.

Rarity feels Twilight’s muzzle right underneath her clit, her nose pushing up against the plump flesh of her lower vulva. Her thighs push back against Twilight as the mouth sucks and licks her pubic area, resulting in delightful tingles under her tail. She spreads her thighs apart in an attempt to communicate that she is ready for more direct action, and gasps slightly as her slit spreads open, cool air rushing into her hot snatch, the contrast making her shiver slightly.

Twilight’s heart skips a beat as Rarity’s mouth-watering folds separate, the parting of the white flesh revealing her rosy-hued insides. Strands of sticky fluids stretch across the walls of the newly-opened pussy, and she is able to see inside for at least a couple hooflengths before the innards seal due to the powerful muscles inside.

She moves her mouth out from under Rarity’s cunt and licks upwards, feeling the flesh of the clitoral hood against her tongue. The hidden nub slips between its folds at the contact, quivering against her tongue as she slides it across the base of Rarity’s vulva. As Rarity’s muscles clench up from the contact, Twilight observes how dynamic her vaginal walls are, the insides shuddering and sliding against themselves with each small movement Rarity makes. She squeezes her own thighs together at the novel sights and smells, her arousal growing to new heights. Her tongue slides across the entrance to Rarity’s cunt, and she twirls it in circles, each revolution around the sensitive flesh causing the opening to clench shut.

“T-Twilight! Enough teasing, allow me to cum!” Rarity cries out with a hint of desperation. With one final lick across her outer folds, Twilight wraps her mouth around Rarity’s lower vulva, and slips her tongue into the slit, feeling around for the clitoris just inside. The nub winks into her mouth, and she smiles. Perfect.

“O-oh, Twilight!” Rarity moans deeply, a slight hitch to her voice as she feels the suction around her clit. Twilight sucks and licks her most sensitive flesh with quick and sloppy motions, her inexperience made up by her sheer eagerness. And as such, what otherwise would have been unsatisfying is causing the pressure within her to rapidly build.

As she pleasures Rarity’s clit, Twilight can’t help but wonder if she could make it even better for her. She's pretty sure the rapid twitches of the flesh inside her mouth means she’s enjoying this, but she wants to be positive. So, Twilight lights up her horn and wraps her magic around both sides of Rarity’s labia, and pulls the quivering flesh apart. She then fills the pussy with her magic, and pulls the inner flesh apart as well.

Rarity audibly hisses as her vagina is spread, no doubt due to the cool air that rushes inside, and Twilight is able to see deeper than ever before. From the glow of her magic, she is even able to see Rarity’s cervix, the bulbous protrusion ending with the small opening to her womb. Rarity’s innards clench against her magic, trying to get back into shape, but she is able to easily overcome the attempts.

Continuing to suck on Rarity’s clit, Twilight starts massaging Rarity’s inner walls with her magic. The walls clench down harder than ever. “Oh buck, I’m about to cum! S-stick your horn in me and make me cum!”

        That shocks Twilight enough for her magic to go out, and for Rarity’s clit to slip out of her mouth with a pop. “M-my horn?!”

        “Just do it! Please!” Rarity begs.

        Deciding that it couldn’t hurt to try, Twilight angles her head downwards and presses her horn against Rarity’s madly winking pussy. It only takes a second of sliding across her rear end to find the entrance to Rarity’s dripping treasure, and she slips all the way in with a loud gloop.

        “Oooohh” Rarity moans, louder and lower than ever before. “Move in and out, I’m so close!” Twilight believes her. Although unicorns don’t actually feel sexual pleasure through their horns, they are very sensitive to touch. And as such, Twilight can feel Rarity’s hot insides wrapping around her horn, the slick walls’ contractions growing closer and closer together.

        With a sucking sound, Twilight slips her horn out of Rarity with little resistance, only to quickly push it back in with a smack as her forehead connects with Rarity’s vulva. Rarity breathes loudly, her orgasm approaching quickly as Twilight’s horn fucks her.

Twilight’s neck starts to get sore after her tenth insertion, but before she can pull out, Rarity’s insides clench down. Hard.

“I’m cumming, oh buck, I’m cumming around your horn! That’s so hot!” Rarity’s insides contract around her horn again and again, holding onto her tightly. Twilight slips her horn out of the warm vicegrip just as the muscles relax, and then observes Rarity’s orgasm in awe. I . . . I made Rarity orgasm. Me. I did it! Twilight giggles to herself, ecstatic at her accomplishment.

She watches as Rarity’s pussy winks more than ever before. However, looking upwards, the orgasm is most visible around her perineum, the plain flesh spasming in sync with Rarity’s contractions. Below that, a steady stream of Rarity’s fluids get squeezed out of her with each contraction. And above, Rarity’s anus constricts rapidly in sync with the rest of her flesh.

Twilight feels a strange urge to feel Rarity’s pleasure against her, and so she places her cheek against Rarity’s twitching vulva, nuzzling the cumming mare at the source.

“Oh, Twilight!” Rarity gasps as she grips said unicorn’s thighs with her forehooves, resting her chin against Twilight’s inner thigh.

Twilight nestles deeper into her, spreading Rarity’s folds; feeling her rapidly clenching walls around her muzzle. Her nose rests against Rarity’s anus, allowing Twilight to feel each and every contraction. She places her forehooves along Rarity’s flanks and pulls her back slightly, resulting in her face sliding even deeper into the mare. Again and again Rarity’s walls clamp down around her, her nose subsequently feeling the aftershocks with each flex of Rarity’s sphincter.

Feeling the need to take a breath, Twilight slips out of Rarity’s insides with a loud slurp, fluids dripping down her chin. Rarity whines as she’s vacated, her contractions now having nothing to grip onto. She watches as Rarity’s anus twitches a couple more times, before the snowy flesh relaxes, along with Rarity’s breathing.

Twilight leans in once more, and plants an open mouthed kiss against Rarity’s lower vulva, resulting in a pitiful wink against her lips, and for Rarity to flex her anus weakly. She ends the kiss quickly, and watches as Rarity’s tail raises a fraction more, a dribble of fluids to seeping out of her. She gives one long final lick along the seam of her folds, and flicks the tip of her tongue just across the upper edge of Rarity’s entrance, and then pulls away. Rarity's plump vulva and taut anus glistens with both Rarity's own lubricant, and Twilight's saliva.

“That was wonderful, darling.” Rarity praises as Twilight finishes licking her, a slight hitch in her voice as a few stray pulses of pleasure causes her tail to twitch. Rarity’s legs tremble slightly as the aftershocks fade away, and she shifts her weight, her tail starting to lower as her needy state slowly returns to normal. Feeling satisfied, she looks behind her and asks, “Anything you want to do next?”

“Um, could you face me?” Twilight responds while staring at the beautiful ass before her.

“Of course.” Rarity swiftly turns around and crawls on top of her, placing both her forelegs on either side of Twilight’s head, their petite breasts squeezing together as Rarity’s stomach rests against her own. She stares into Rarity’s gorgeous eyes, and then wraps her own hooves around Rarity’s head.

Feeling that the moment is just right, Twilight breathes, “I love you, Rarity.”

Outwardly, Rarity doesn’t react, but inwardly a debate insures as her aroused state diminishes. Do I love her back? I care for her immensely, but was I too hasty in encouraging Twilight by engaging in intimate relations? She looks down at Twilight, the mare’s smile declining with each second of silence, her adorable little ears folding back as her eyes plead with her’s to reciprocate the feelings. She melts at the sight, and in that moment she realizes that she loves the mare, and can’t stand the thought of breaking her heart by saying no.

“I love you too, Twilight.” Rarity utters, meaning every word.

Twilight’s ears perk up and she absolutely beams as the words leave Rarity’s lips. With a squee, she pulls Rarity towards her, nuzzling into the crook of her neck. “I’m so happy” she says, her voice muffled slightly by Rarity’s fur. Rarity wraps her hooves around her, and pulls them both to their sides.

“Me too.” Rarity says simply as they cuddle, both of them nestling into the soft blankets as they bask in the mutual comfort of each other.

This is one of the best days of my life. Twilight thinks to herself as she slowly drifts away, the soft heartbeat of her lover drawing her into a dreamless slumber.