"Oh, Rarity!" Elizabeth's pony ears perked up, startling her a little at the feeling, what with them having been laid flat for most of the time spent cleaning. "Of course I will, you have done so much for me, the least I can do is a little cleaning. Just let me finish here and I can come and help out."

"Not right now. Now you get some things to wear." Rarity sounded quite enthusiastic, her eyes bright and excited. "Just look at these!" She levitated out a parade of underwear that looked just perfect.

"You are the best, without a doubt!" Elizabeth rushed forward, catching one pair out of the air. Without realizing what she was doing, Liz brought them down and stepped into them. Pulling them up, her brain suddenly reminded her what she was doing. "I… oh buck it." She kept pulling them up. "This place is really getting to me."

"Here, let me help." Rarity reached out with her magic and—brushing Liz's hands aside—pulled the panties up snugly. "How is the fit? Try walking around in them." Rarity practically bubbled, her gift for dressmaking taken to its ultimate conclusion in seeing somepony wearing her things.

"Uh… thanks…" Elizabeth started to walk around, conscious of how her hooves clopped on the floor with each step. Despite the way her body kept changing, she managed to move easily, hips swaying a touch at the motion and making her tail sway. "They don't pinch or chafe at all!" Without stopping to think, she rushed over to Rarity and wrapped her arms around the mare's neck and hugged her tightly. Warm, flowery scents assaulted her nose, more noticeable now she was away from the cleaning supplies.

"Darling it is perfectly alright." Rarity accepted the hug as it came, but couldn't help but adjust her back end a little. It just wasn't right that a refined mare such as Rarity would find herself so turned on by the smell in her best friend's boudoir. Without even meaning to, she buried her snout into Elizabeth's mane of hair and inhaled deeply.

"Are you okay, Rarity?" Liz tried to pull back but realized the fashionista was now clinging to her, sniffing her mane quite intently. "Uh… Rar-" Elizabeth gasped and bit her lip, something rubbed down and around those panties now keeping her modest, it wasn't a hand, but something oddly more intimate.

"You smell positively ravishing…" Rarity's horn was lit, her magic probing the mare she was clinging to. The strong smell of musk wasn't easy to find on Elizabeth, but deep in the girl's mane Rarity had found it, found it and reveled in it. She pushed a little more firmly, stroking along Liz's folds and pulling a gasp from her.

"What are… are you… Rarity!" Liz gasped and moaned again as the magic slipped up and over the waistband of her last line of defense. She didn't struggle as the magic pushed under the soft fabric, sliding along her soft fur and then plunging between her lips. Liz closed her eyes and dropped to the floor, unable to support herself. "S-S-St…" She couldn't say it, she just couldn't. "Don't stop…"

As the source of musk was pulled away, Rarity regained some of her faculties. She could feel Liz's body around her magic, she could feel the obvious arousal in her own body. It didn't quite register that she was in Twilight's bedroom, but right then she didn't care. "Up on the bed, dear." Rarity used her magic, keeping it held intimately inside Liz, but also wrapping around her, lifting her up onto the bed.

Elizabeth had a moment to see Rarity, the unicorn looking positively hungry, before the magic was working at her again. She groaned and squirmed around, messing the bed up anew. A new scent assaulted her nose and she opened eyes she forgot closing, to see Rarity's vulva right before her. Her eyes widened as she stared at the folds, looking down her snout. The first lick drew in a musky warmth, a taste that Liz had never experienced before, but quickly took a liking to. Giving a soft, unconscious whinny, she pressed the tip of her nose to the mare's perineum and began to service her in earnest.

Rarity was more than content with the attention she was getting, so she explored Elizabeth's body more and more with her magic. She started forming a more phallic-shaped shaft of magic and set about working it in and out of her new friend.

Wrapping her arms around Rarity's midsection, Liz had to brace against the bucking thrusts, the grinding of Rarity's magic within her. She moaned and bucked, her body feeling more and more pony-like as the unicorn seemed to know everywhere she was sensitive.

Parting her back legs a little more, Rarity wanted Elizabeth complete access for what she planned next. Grinning deliciously, she formed a second rod of magic and lined it up with the girl's tail-hole.

Freezing, Elizabeth's eyes grew to the size of saucers as the prim and proper unicorn double-penetrated her. "Rarity…" She whimpered after the name, she begged, or pleaded, but she couldn't tell if she wanted more or less. When Rarity began to push in and out of both holes, Liz knew she just wanted more.

"Back to work, Darling." Rarity reached her hoof down and gently pushed Liz's head back to her vulva. "I'll take care of you, you take care of me. Friendship is helping each other, after all." She didn't stop her assault on the girl's passages, didn't even slow.

As Elizabeth dug back in, pushing her tongue back into the wet passage before her, she couldn't help but giggle at the image Rarity's words inspired. So this is a friendship lesson?

"Liz? Rarity?" Twilight stood in shock in her doorway. At first her body jerked to arousal, but then possessiveness threatened to overwhelm everything. "Rarity!" She stomped over, feeling her shaft grow rock-hard between her back legs. "Get off her! She's mine!"

Rarity blinked up at her friend, winking her magic out and tumbling off the bed. "Oh, what… what was I doing?" Her head felt woozy. "Twilight, you have to understand, I had no-"

"Twilight!" Elizabeth barely got her head in order, realizing what was going on. "It wasn't Rarity's fault. I was cleaning up some… special mess, and she must have gotten a dose of it when she smelled my mane."

Her attention stolen by Elizabeth, Twilight felt her anger suddenly drain. "Special mess…" Of course, right then, her brain filled in the blank. "Oh Celestia…"

Seeing the moment as being just right, Rarity made a run for it and cleared the room without any further complaint.

Twilight flopped on the bed, her shaft aching under her. "This was my fault, wasn't it?" She lifted her forehooves up and over her eyes. "Why does being a princess have to be so… strange!"

Liz was still fighting her body's arousal, but her friend—close friend—needed comfort. Groaning a little as she rolled over, she reached out for Twilight. "I am sorry, I… I cleaned up your bathroom, and the bed… sorry I made a bit of a mess on it again."

Twilight turned her head to Liz and put her snout right in a little of that "mess." She couldn't stop herself inhaling, but it wasn't Elizabeth's smell, it was Rarity's. "It wasn't your fault, though, it was mine!" Twilight unconsciously pressed her snout a little deeper into the patch. When she finally lifted her head, the possessiveness was back in full force. "I was jealous… I… I want you to be mine."

Blinking, Elizabeth tried to sort out her emotions. "Are you asking me to marry you?" Her heart raced a little at the feeling.

"N… not that. I can't really marry yet, I am a princess. But I can…" Twilight blushed hotly, but her magic lashed out and summoned something into being around Elizabeth's throat. "Mine."

Liz's hand reached up to touch her neck. When the feeling wasn't quite right, she looked down and saw that her hands had devolved into hooves. Sucking up her continuing panic about her changes, she reached up again and touched the collar around her neck. "What… a pet?"

"Maybe… more of a… somepony to play with." Twilight was blushing more, her mind running to other images she had seen of ponies in the few special books she had found.

"Do I get to stay here?" Elizabeth's forehoof stroked the collar, and a little part inside her did a happy dance every time she touched it.

"Yes."

Smiling, Liz kept stroking the collar with her hoof. "And do I get to have fun with you?"

"If… if you want…" Twilight regretted the words as she spoke them. "No… if you stay here, you will serve me." Her voice almost cracked on the words.

That dancing figure in Liz's head grew bigger and bigger, now pushing other thoughts from her head with all the dancing. "Twilight, please roll to your side." Fluffing her wings a bit, Elizabeth squirmed around so it was obvious what she was going to do if the alicorn rolled over.

"No." Twilight was kicking herself, berating her actions as being stupid. "You don't get to play with that yet." She finally realized that it was that dancing and possessive part of her that had come up with this idea. She squirmed forward a little, lifting her tail. "Show me what you learned from Rarity."

Liz was frozen, she looked at Twilight with a mix of shock and excitement. With her heart beating in her chest, she gulped and nodded to Twilight. Twilight Sparkle is… is… oh buck I can't even think how good this is. squirming further around on the bed, she wrapped one arm over and around Twilight's plot and pulled herself in against her side. Tilting her head, she nuzzled aside the perfect tail and spotted her target. Musk and heady anticipation suddenly combined and Liz was leaning in, setting her snout to Twilight's vulva.

Twilight groaned, not only her pleasure being sated, but also that new tingling need to be in charge of Elizabeth. She leaned down and bit hold of the covers as girl's talented tongue worked around her, stroking and building her pleasure. But then came the main event, Elizabeth sank her tongue between Twilight's folds and pressed in deep.

The taste was different, there was more spice and it hit Liz's senses harder than Rarity's musk had. The flavor quickly grew on her, Liz pressing her snout in tighter, wanting more of it, her efforts coaxing groans and gasps of delight from the mare who had put a collar on her.

Twilight was new to being serviced by another mare, and while Elizabeth had given her shaft a good work out already, this was a lot softer and was certainly taking longer. She groaned in delight and sank into the bed, the pleasure of each lick bringing her rising wave of orgasm closer and closer.

Liz felt the sudden tightening of the muscles around her snout, the flood of the musky fluids as Twilight reached her peak. She didn't stop, it was almost the same mindset as she had taken with cleaning by now. She lapped and licked, nuzzled and kissed Twilight through her orgasm, her wings reaching up and flapping a bit in delight that she got the Princess to start really crying out.

Groaning, her world put in a spin by the attention, Twilight moaned and whimpered more still as her release came and passed, then came again. She was trapped she realized, all her dominance and control of Elizabeth turned to mush by the amazing tongue. "St…"

Snuggling her body down, folding her legs underneath her, Liz kept giving her wings the occasional flap as she kept at her task, but no matter how much the girl licked there was always more, Twilight seemed wetter than ever by the time she finally heard a coherent word from the Princess.

"Stop…" Twilight felt the tongue pause, then withdraw. She gave a satisfied groan, trying to shove away the part of her that insisted that telling Elizabeth to continue was a better idea. "Liz?" Twilight turned her head, eyes struggling to focus.

Elizabeth couldn't stop licking her lips, her cheeks, even the tip of her nose, wanting every stray drop. Lazily, she lifted her head and looked at Twilight's grinning face. "I frink… I think, I am going to need to wash the bedclothes again." She folded her wings at her sides and just rest her head against Twilight's flank.

Something clicked for Twilight, she blinked away the clouds of pleasure that Elizabeth had pushed into her head. "Huh. Well, you make a cute pegasus."

Author's Note

Twilight blushed hotly and ruffled her wings. "I... I am relieved Liz is feeling more comfortable and... and I hope she is happy."

~~~~~+++++~~~~~

So I do this "Ask x" thing, x can be any pony within the story. You can ask them anything and ~~I~~ they will definitely hopefully reply. Keep the questions appropriate to the age-rating of the stories and of course, ~~I~~ They will answer the best question(s) in the author notes of the next chapter. The more votes a comment has the more likely I will get it to the right pony to answer, try and keep it to one answer per post! ~~I~~ They will pick one question per chapter.

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