Fifty Shades of Rarity

by Somber

Rating: mature
Tags: Anthro, Main 6, Drama, Original Character, My Little Pony: Friendship is Magic, Rarity, Romance, Sex
Length: 21315

Rarity's always prided herself on her generosity. Then she discovers something that both she, and her friends, have been neglecting: their sexuality. Rarity seeks to remedy that. How else could she consider herself 'generous'?

Rarity. The mature friend. The sophisticated friend. The one who knows the rules of the big city and how the world works. If only they knew how little she knew about the world of mares and stallions. The intricacies of intimacy. Oh she could flutter her eyes and flirt, but real relations? Sex? No. She had her career. And her sister. And it really wasn't that big a deal, was it?

Then she has a chance encounter that reminds her all that she's missing in her life. And as she realizes her own marginal sex life, she comes to realize her friends also aren't happy with their lack of partnership. This simply can not stand, and so she decides to give the greatest gift she can for her friends: a healthy and happy sex life.

((I've been told to mention this is NOTHING like the actual story itself, save that Rarity explores a BDSM lifestyle with herself and some of her friends. No, "Mr. Gray" makes an appearance.))

((Dedicated to TheMaskedFerret, who convinced me to put it up in the first place. Also, if you like the story, please support more stories via my patreon. Thank you. Also, apologizes if it's horrible. I'm terrible at writing clop... >.> ))

Published 2016-08-27 00:20:02 UTC
Last updated 2016-09-17 22:09:02 UTC

Oh my...

Fifty Shades of Rarity

By Somber

(I know anthro isn’t as good as feral but…)

Sophistication. Of all her friends, Rarity enjoyed feeling a slight edge of both social je ne sais quoi and worldly knowledge that allowed her to feel right at home in places like Canterlot and Manehattan. Ponyville would, of course, always be her home, but the confidence Rarity felt travelling abroad let her truly relax and absorb the setting of her surroundings. She could pick out the ebb and flow of city life, catch the subtle nuance and innuendo of city chatter, and absorb the styles of the various ensembles.

The Canterlot High Fashion Exposition had been a smashing success, if she could say so herself. And she did. Every five minutes. To anyone not yet struck deaf who happened to be hanging around the reception party following the awards. She hadn’t swept the awards… this year, but she’d placed in every category that mattered to her: dresses, art nouveau, and formal attire. She’d had her hands full trying for those three, and the recognition was sure to pay off quite handsomely.

“Rarity, are you still here?” One of her competitors, a peach colored earth pony with lavender mane spilling about her shoulder, asked as she held the stem of a glass of champagne lightly in her fingers.

“Darling, where else would I be?” Rarity said grandly, curling her finger around one crimson strap of her scarlet dress; so complimentary of her purple mane. “So very sorry you didn’t win the Nouveau category, Hemline. I’m afraid that there’s no way for cubes to look good on a pony. Now bubbles, on the other hand…”

Hemline’s fingers tightened momentarily on the glass, then relaxed a bit. “Yes, you did pull off a stunning submission, Rarity. Really, I have to wonder why you’re still here. I would have thought you’d be at the after party.”

“Beg pardon?” the white mare’s ears twitched as she became aware that there was something going on from which she’d been omitted. When Hemline’s smile widened a touch, the social alarms began to ring and she scrambled. “I… I mean, of course I’m going to the after party, Darling. I was just curious which after party you were referring to?” Rarity forced a carefree laugh. “So many choices, I simply can’t decide!”

“Why the after party at River Dancer’s. Anypony who’s anypony will be there. I was just about to head out that way myself, but I got caught up at the last minute,” Hemline said casually.

“River Dancer?” Rarity asked, the name vaguely ringing in her memory, but not landing on her list of ‘who’s who’ in Canterlot. Still, that didn’t mean they weren’t important. Rarity wasn’t even sure what an ‘afterparty’ was. Would she have to change? Ugh, it’d taken her all afternoon just to prepare for this party.

“Of course. She owns a fine chain of clothing stores throughout both Manehattan and Canterlot. I’m rather shocked you’d think twice.” Hemline said, her eyes widening in disbelief.

That rang a few bells. River’s Revelations! That was it. No longer cutting edge, but generally respectable. “Why of course not!” Rarity said with a grand smile. “I think I may pop over right now.” If it was a mess, she could pop right back to her room at the castle. Let the who’s who of Canterlot gossip about that! She paused and asked in a smaller voice, “Ah, what was the shortest way again?”

“Her home is over on Mountain Breeze Lane. Lovely pink manor. You can’t miss it.” Hemline said with a wry smile. “Why I just know they’d love to see you there.” Rarity weighed the social scales carefully. This party was rather past its apex; she’d circulated as much as she could and had planned to linger an hour longer before returning to her room at the castle. On the other hand, she could easily last another three hours, and if she had a round to make more contacts and get her name around Canterlot more… well… it seemed like she had little to lose and much to gain. Starched Hemline’s help was a bit curious, but Rarity honestly couldn’t see how Hemline stood to benefit. If this was a ploy to get her to leave early, well the most important critics and reviewers were already making their farewells. Gossip was always possible, but she didn’t need her to leave to start that! Perhaps it was a double ploy and she wanted Rarity to miss this ‘after party’?

There wasn’t much to lose, and who knew what she might gain? “Yes, I think I’ll head over that way shortly. Thank you ever so much,” Rarity replied grandly and started making her exit. As the mare made her farewells and meandered towards the cloakroom, a brown stallion frowned at Rarity in confusion.

“Oh my, where is she going?” he asked Hemline. “I fully expected her to linger for another hour or two glowing from the shine of her awards.”

“The after party, of course,” Hemline said smugly.

“Which?” he asked with a baffled expression. “Rose Garden’s? Ivory Spire’s?”

“River’s.” she answered, not taking her eyes off Rarity’s back till the unicorn slipped out the front door.

“Which ‘River’?” The stallion asked, furrowing his brow. “River Song? River Star?”

Hemline giggled softly before answering. “No. Dancer.”

“River Dancer’s?” The stallion pressed his fingers to his lips a moment. “Does she--?”

“No,” she answered, lips curling in glee.

The brown stallion’s eyes widened. “Oh my. She is in for a surprise...”

Rarity spent the entire cab ride wracking her brain for whom River Dancer was. There were number of ‘Rivers’ in Canterlot, and it was a dreadful task keep them all straight. Was she the-- no, that had been River Song. River Dancer was... she’d heard the mare’s name somewhere… but where? Some magazine article in Canterlot Culture a few months back? Oh, yes, she’d designed... no no, that was River Star. Or was it River Spirit? Had she been some pony she’d shaken hands with? She knew the dress line, but maddening little about the mare herself.

When the cab pulled up in front of the pink mansion, her apprehension rose. She couldn’t determine if it was tacky or tasteful. There was something vaguely… organic… about the structure. No right angles anywhere to be seen. Everything was curved and smooth. Still, from the huge collection of carts, wagons, and sky chariots parked outside, it was clear something significant was happening here. So she emerged, brushed out her fine red dress, adjusted her stole, and made her way towards the entrance.

A strapping, handsome earth pony butler took in her appearance with a calm, detached eye. “Ah, more guests. Are you on the list?” He asked as he pulled over a clipboard.

“Rarity Belle. I should be there,” she said with as much calm confidence as she could muster.

He glanced at the list, then back to her, then back to the list. “Excuse me,” he said as he stepped back inside and talked to somepony. Then he smiled generously, “The mistress will be here in just a moment, if you’d care to wait?” He gestured to several chairs inside the foyer.

“Gladly,” she replied, taking a seat on a red velvet chair. Her eyes roamed around the decoration. While she might have questioned the taste, there was no denying the wealth surrounding her. River Dancer absolutely had to be one of Equestria’s to do ponies. So why couldn’t Rarity nail down who she was? It was right on the tip of her tongue. Rarity scowled at the paintings of nude mares on the wall, done in a classic style, but they still made her blush a little. “Oh honestly, Rarity. It’s just a little bare painting. Stop being so flustered.”

Then a very strange pony walked down the hall towards Rarity. The dusky blue batpony walked with a sway of her hips that made Rarity swallow hard. A crimson silk robe rest on her lithe frame. Rarity knew this was definitely not River Dancer. There was no way Rarity could have forgotten a pony like this. She stared at Rarity with a gaze that made her feel nervous, as though she may have done something wrong.

“Ah! Miss Styx. The mistress?” the butler asked brightly.

“Occupied. Six at the moment. Can you believe it?” the blue bat pony said with a smile and a shake of her head. Then she regarded Rarity with the most peculiar look; Rarity herself couldn’t nail it down. Speculative? Cautious? Calculating?

“Oh dear. I hope she doesn’t strain herself,” the butler said, then gestured to Rarity. “This young mare said she is here for the… ah… party. She’s not on the list.”

“Rarity Belle,” Rarity said, offering her hand. The blue bat pony took it, and simply held it, her eyes gazing into Rarity’s as her smile grew slightly and her features set to calm approval. “I… ah… heard this was a divine celebration and I’d hate to miss it.” Though, now, Rarity was feeling like perhaps returning to the castle would have been a better choice.

“Rarity. The designer? Sweetie Belle’s sister?” she asked, and when Rarity nodded, the dusky blue mare smiled even more. “Interesting...” she chewed on a finger for a few seconds, then said causally. “Well, I certainly think the festivities could entertain one more. Things are winding down from the peak regardless.” She strolled back down the hall and Rarity relaxed and followed her. This was more familiar. Go in. Introduce herself to the host. Some polite flattery. Receive some polite flattery. Mingle and get a who’s who of the guest list. If this was a collection of noponies, then ‘remember’ a missed engagement and tastefully bow out. Simple.

The blue batpony led her out into a courtyard with a large pool in the center. From the classical music playing, she was certain that it would be a formal arrangement. Hopefully they had canapés… “You can give your clothes to Bubbles over there,” the batpony said as Rarity closed her eyes and prepared her entrance.

The statement evoked a laugh, “Why in Equestria would I want to give—“ and she froze as she beheld the sight before her.

It was as if a rainbow sea were moving before her, rising and falling with a soft sigh of tides. At least two dozen ponies, probably more, groaned and slipped and rubbed and thrust and…. and… a sweet yet musky scent rose from the glazed stallions and mares as they lapped and licked and spurted on one and another. She watched a trio of mares engaged in slow and sensual lickings of each other’s moist nether flesh. A pair of stallions suckling each other’s members. A mare with all three primary orifices occupied by a phallus.

More disturbing still were the mares and stallions not engaged in conjugality. They sat on divans and lounges, talking animatedly as they would at any social gathering, but utterly nude, their bodies speckled and smeared by intimate fluids. The music could have been at any garden party. The buffet any reception. And these weren’t pegasi, for whom casual nudity was normal. In fact, the pegasi in attendance wore naughty little outfits that seemed calculated to titillate. No, these were nude unicorns...

Rarity wasn’t an ingénue; she knew what sex was in clinical terms. She’d also decided, early on, that it wasn’t for her. After all, if a mare bent over and lifted her tail too often, she’d never get a prince. And even after she’d discarded that dream, her career made sex far too complicated and annoying a concept. Far more important to get established than to find somepony for carnal engagements. No, sex was something that would happen someday…

She just hadn’t expected it all at once. She opened her mouth to say there’d been a terrible mistake, but nothing came out. She wanted to run, but her legs just quivered. Then she looked over at the batpony as she slipped off the red silk robe. Her supple and trim body was the equal of any model, her breasts moderately sized and firm atop her chest, her posterior athletic and firm and decorated by a single red drop for a cutie mark, but it was the vicinity of her pelvis that Rarity stared, for instead of a feminine curve, a semi turgid phallus dangled.

The mare smiled at her, as if she could sense Rarity’s shock. “Aren’t you going to undress? It’d be a shame to stain such a lovely outfit.” She said as she passed her robe to an earth pony servant dressed in an utterly revealing maid’s uniform.

The question got her battered, broken brain to start limping towards thoughts of flight. “I… I… prior engagement… totally sorry… completely slipped my mind…” she said as she turned away from the carnal festivities before her.

“Rarity?” a stallion asked, freezing her in place. She turned as if gravity itself, irresistible and inevitable, forced her to look. The white stallion was one she’d known well, but she’d never seen his endowments before. Fancypants undressed was a little softer than she anticipated around the middle, his white member dangling down between his legs. On his arm was his lovely wife Fleur, her pristine and youthful body gleaming with... it took a few seconds for her mind to process her shock... with far more semen than one stallion could possibly possess. A stunned portion of her mind wondered how she’d afixed pearls so seamlessly to her hide. Fancy Pants brightened immediately. “By the stars, it is you! Why, I had no idea you were an attendee to dear Dancer’s naughty little soirées.”

Rarity’s mouth opened and closed as a terrified little mewl struggled in her throat. Flee and insult one of the premier social ponies in all of Canterlot? Perhaps Equestria?” Rarity’s wide eyes scanned the crowd and spotted other ponies she knew. Jetset and Upper Crust was here, the stallion balls deep in a mare that wasn’t his wife, and she suckling a cock that wasn’t her husband’s. Even Blueblood was here, cuddling with a pegasus stallion in the corner. Rarity fought to keep from passing out. This was a social nightmare!

The blue batpony reached out and took Rarity’s hand. “This is her first time, I believe.”

Immediately, the two gave an ‘oh’ of comprehension and looks of sympathy. “Ah yes. There’s a certain period of adjustment needed, to be certain. Why when we first attended, we wore masks and cloaks as if we were conspiring against the throne, all to have such wicked, naughty fun,” Fancy Pants said casually and then leaned over and kissed his wife on the cheek. “Since we started attending though, I must say my life is quite for the better. And yours too, I imagine.”

Fleur gave a soft murr and blush before looking at Rarity. “Once you learn to let yourself go, it can be immense fun.” She looked to the side and bit her lip a moment, squirming against him. “Speaking of fun….” She said as she eyed a stallion talking to a mare.

“Go, my dear,” Fancy Pants said, giving her a playful swat on the rump. The pale unicorn mare flushed and trotted away before Fancy Pants looked to Rarity. “You will stay, won’t you?”

Rarity’s mouth moved mutely once again. “I… I…” the usual excuses seemed even more flimsy than before. Then she glanced at the strange mare stallion batpony. “You don’t expect me to…” she gestured over to were Fleur was fondling a stallion’s member as if it were as casual as a handshake.

“Of course not. We’d never pressure anyone into doing anything with another they don’t want,” she said calmly, her red eyes gazing warmly into Rarity’s. “We don’t want our guests to feel uncomfortable.”

“Well, we wouldn’t want that, would we?” Rarity muttered, blushing bright red. She chewed on a fingernail as she thought about it. It was odd that the thinking was making her moister than any romance ever had. She’d read such things in her tawdryest novels. Now to actually do them...

Styx went on. “No is a sacred word. If you tell a pony no, and they don’t stop, they will be stopped and banned from any further events. And if anyone ever gives you trouble outside an event,” the batpony said, then went silent and grinned, flashing bright white fangs that Rarity found almost as disturbing as the sex.

Rarity mentally weighed the pros and the cons. There were at least two dozen on the con side, everything from social humiliation to what if her friends discovered what she was doing. There was only one pro, and it was the fact that everypony seemed to be having a truly wonderful time. It made some lonely part of her wonder if, maybe, she was missing out on something.

She took a deep breath and adopted as carefree a tone as she could manage. “Oh… I suppose… what could it hurt? Ha. Ha. Ha.” She reached down with trembling fingers and pulled her dress carefully up. Be suave. Be sophisticated. It was like undressing for a bath at the spa… only the spa didn’t smell like sweat, semen, and something sweet she couldn’t quite identify. When her dress was to her thighs, she froze, at some moment of final indecision. Drop the dress and go back to her life and try to pretend like she’d never come to this place, or…

Or what?

She pulled the dress up over her head in one yank, nearly tearing the poor thing. Then she handed it to a nearby pegasus servant. She closed her eyes, breathing deep before she magically undid the clasp to her simple blue silk bra and let come undone. It was just being exposed… what was so wrong about that? Pegasi often didn’t wear clothes at all. How many times had she seen Rainbow Dash and Applejack nude? This was no different… except it was completely different. Before she could let herself get any more twisted up inside, she pulled the garment away. Then, before she could lose her nerve utterly, she slipped her dark blue silk panties off her hips, down her thighs, and off her hooves.

Oh Celestia! She was naked! With other ponies! Her heart raced, and yet a perverse thrill ran through her as well. Her legs squeezed together like a vice. She opened her eyes, certain that every eye was going to be staring right at her unmentionables. She had to cover herself up! Cover everything up!

Instead, the party went on without her. She was just another naked unicorn surrounded by dozens of other naked ponies. Certainly, she was a lot cleaner than almost everypony else here. Rarity knew that in today’s world a mare could do anything she wanted, but a good looking mare could do it twice as easily. Long hours working and occasional missed meals had given her a thin figure by default. Her breasts were moderate, firm, and perky. Larger than Rainbow Dash and Applejack, smaller than the rest of her friends. Otherwise, her alabaster hide was brushed and clean, other a few mussed lines from her undergarments. Only two or three others looked on with approval as she stepped out of her panties, levitating them to the servant. Her head floated a little as she looked at Styx then at Fancy Pants.

“Bravo,” Fancy Pants said with a smile.

“Is it so bad?” Styx asked with a chuckle.

“I… rather thought more ponies would stare.” A part of her felt a touch indignant as she looked around, tension ebbing a little.

“Well, most of them are rather distracted,” Fancy Pants chuckled. “Care for a drink?” Rarity nodded numbly.

“I see a mare I need to play with,” Styx said, glancing over at Rarity and grinning a little. “We should talk later, if you like.” And with that the batpony strode off.

They took a seat in a corner and a server brought them champagne and canapes. Rarity sat apprehensively, certain that at any moment ponies would point, gasp, and stare. She knew with utter certainty she wouldn’t be… doing anything she saw around her… but she relaxed bit by bit. Now that the panic passed, a satisfied little purr of naughtiness settled in her chest, aided by the fine bubbly.

“I assume you didn’t know about this little soirée?” Fancy Pants chuckled.

Rarity flushed and shook her head. “Hemline said I should come and check out the ‘after party’.”

Fancy Pants frowned a little. “She shouldn’t have done that. I’ll speak to the others to remind her about the rules. Usually attendance to these gatherings is by invitation only, and members are not to discuss them with anyone who hasn’t been invited. Applicants are screened for medical issues, cleanliness, and sophistication before they’re allowed as far as you’ve gotten. There are also legal forms as well. I’m rather shocked Styx allowed you in, but she’s an important pony in these social circles.”

“But so are you!” Rarity gasped, then flushed. “I mean… Fancy Pants, however did you start… this?” She gestured to the orgy around her.

Fancy Pants sighed and regarded her frankly, “My dear, I am married to a mare almost a third my age with twice the sex drive of my last two wives. How does this story end?”

Rarity opened her mouth, closed it before she could say something inane and utterly untrue, and then said softly, “Well… I… um… she goes looking for… erm… companionship?”

“Indeed. Then there’s scandal and divorce and gossip,” he said with a sigh. “Fleur is a wonderful, beautiful companion, but there is no chance I would ever be capable of satisfying her needs.” He gestured around them. “This gathering only happens once a season. So we come here and she is able to scratch an itch as vigorously as she likes that I cannot. It’s a release for her, which prevents her from doing something foolish and me from something cruel.” His gaze hardened a touch. “After all, that’s how my last two marriages resolved.”

Indeed. She’d read the tabloids articles of the messy divorces. “But couldn’t she just… have less? I mean she must have been wearing the semen of a half dozen stallions!” Rarity said, bright red, wondering how such a thing must feel.

“More, likely. And she does have less, for three months. How could I deny her this indulgence four times a year?” He asked with a gentle smile, watching her fondly. “I get to have her all to myself for the next ninety days.”

That did make a certain kind of sense. An occasional fling might help relieve some of the stickier aspects of such a marriage. Still… “It just seems… messy. Do you… I mean…?” she gestured vaguely at the mare.

“Oh not really. This is mostly for Fleur. There’s a mare or two who helps keep me trim at these events. Usually I spend my time chatting with the socialites who attend. Drives those not in the know absolutely mad with envy that they were not included.”

Rarity couldn’t help but giggle a little. “Yes, that would be amusing, wouldn’t it?” She stared at the goings on. While it was clear most of the attendees had… recreated… most weren’t engaged. Oh there was quite a bit close cuddling. But it could have been the Canterlot garden party with a little imagination… okay, quite a bit of imagination.

The white unicorn looked over at Styx. Her dusky member was erect and she was firmly sodomizing a stallion who appeared quite in bliss. From the position, Rarity spotted the feminine slit beneath her tail hole. “And… what is… who is…?”

“Styx? She’s…” Fancy Pants frowned, and then smiled as he settled on, “unique. I understand there’s some dark magic in her lineage. Quite scandalous, no? She appeared two years ago, and she seems to have a knack for knowing who valuable attendees are. Indeed, she contacted Fleur and myself when we started having marital stress.” Rarity shivered a little. Was that why she’d allowed Rarity to come in? Had she sensed she was like…? Rarity looked over at the pale unicorn as a stallion she’d been fellating coated her horn in thick sticky seed and Rarity shivered.

The problem was, while her rational mind knew all of this was supposed to be disgusting, obscene, and insulting… she couldn’t quite get there. The fact was, for all its awkwardness, these ponies were enjoying themselves. Nopony was being forced. And while she found the amount of sexual fluids excessive, a treasonous part of her wondered what it would be like to… join in?

“Well, this has been a most… unexpected evening,” Rarity said primly, taking that treasonous part of her mind and strapping it down, throwing it into a closet, and boarding it over. “I’ll honor the wishes of this little event and keep it to myself, but I don’t think I’ll attend again. I suppose I can understand your reasons for being here but I… don’t… think…” Rarity trailed off as Fleur joined the pair at their table. An almost tangible pong of stallion coated her, a contented smile lingering on her lips.

“Sated, Darling?” Fancy pants asked genially.

“Mmmm… almost, love,” the svelte mare answered, fluttering her lashes as she reached down and cupped his white stallionhood, starting to rub it. Fancypants shifted to allow her easier access and Rarity felt her blood pressure spike as she watched him rapidly harden.

“You’re… you’re going to do it here… now?” Rarity squeaked as Fleur watched with amusement and Fancypants with gentle understanding. Then she realized how immature she must sound, coughing and fighting her flush. “I mean… of course you are. That’s what ponies are doing here, after all.”

“Rarity, if I may be so bold, are you a virgin?” Fancy Pants asked as he shifted back, spreading his legs so that Fleur could begin stroking his ivory staff with her tongue. He let out a little shiver as the pointed, pink length stroked slowly up and down his length, leaving a glistening layer.

Rarity stared as she answered. “Well, there’s no need to say it like it’s a bad thing,” she muttered, flushing. “And I’m not a total ingénue! I mean… I’ve done…” she gestured at the mare, who arched a brow, then smiled as she suckled on the end of Fancypants’s member. “And...um... with a mare... Just… licking.” She said, now flamingly red. She was usually a better liar than this. “Nothing more than that, mind you! I realized early on that I had a career and plans and I couldn’t lift my tail every chance I liked.”

“Of course,” Fancy Pants demurred.

“And I wanted… well… it was a silly want,” Rarity said lightly, rolling her eyes a little before she chewed on her lip. Fleur’s mouth began to bob on the pale while member and Rarity felt a wet shiver in her pelvis as she stared.

“What did you want?” Fancy Pants asked, then closed his mouth and let out a groan. “Oh, dearest, that’s so wonderful.”

Rarity flushed but couldn’t look away. “Marriage. A fine marriage to a prince. So I knew I couldn’t be… well… like other mares who got to have lots of sex. Or any sex. I had to be pure and chaste. And when I abandoned that dream, I never really… erm… fooled around.”

“Business, of course,” Fancy Pants said with a sympathetic smile.

Fleur released the stallion’s member with an almost comical pop. “Mmmm, we were getting that way too,” she said as she rose and climbed atop the reclining stallion. He held her hips to keep her steady. Rarity had an utterly unobstructed view of their intimates, and couldn’t tear her eyes away. “So many social events, and so little time for fun.” Slowly, the sticky inseminated unicorn lowered herself on to him. Rarity bit her finger, but on the other hand, almost as if possessed, her hand pressed against her tight folds. Sweet Celestia, she could feel her own excitement at watching the white tip press against Fleur’s petals and slowly sink inside. It seemed to take forever for her to slowly sink down upon it.

She wanted to make some kind of comment to alleviate her embarrassment; some observation that would allow her to pretend that she was sophisticated, unshaken, and in control. All that emerged, “Isn’t it icky when so many have… erm… squirted in her?” The lameness of the question made her feel like a foal. Of all the things to ask.

Fleur gave Rarity an arch little smile, her fingers tightening on Fancy’s shoulders as if stressing her possession of the stallion. “Only mon cherie gets to fill up my chalice.” She lowered her hand to rub over her navel. That was the last she spoke as she set to riding him with abandon. Rarity could scarcely breathe as she witnessed the carnal act. The sounds and odors intoxicated her as she watched, and from the smile on the noble ponies, they quite enjoyed her watching. Rarity felt warmth blossoming inside her, sprouting like a magnificent tree.

Fleur’s head fell back as Fancy’s sack drew tight and suddenly the older stallion began gasping and pumping his hips desperately up. Fleur let out a cry of delight as she bore down upon him, and Rarity cried out as she watched the two. For several seconds all anypony could do was revel in the mutual bliss. Ragged breaths where drawn in, pushing away the sensation of fainting. Rarity watched as rivulets of white seed dripped out from where they joined.

“Darling, I love you more than life itself,” Fancy Pants finally rasped as he gazed up at his wife with an expression of a young stallion.

“Cherie,” she replied, kissing him as she remained impaled upon his staff. “I hope you enjoyed it, my love.” Then her eyes swept over to Rarity. “Clearly, she did.”

Rarity blinked at those baffling words, then realized her fingers were utterly soaked. The looked down at where they pressed hard upon her sodden folds, her treacherous legs splayed lewdly wide. She gave out an eep and closed them with a furious blush, but that did nothing to halt her shivering insides or the warm wet creeping down along the bottom of her thighs.

I didn’t just do that. This is a dream. A wonderful, erotic dream. I’m going to wake up in my bed and feel horribly embarrassed and never think of this again. But it wasn’t a dream, and as Fleur and Fancy Pants kissed and cuddled, she felt a roaring monster of envy cry out that it wasn’t fair. She should get that. Have that. Feel that. Instead, she kicked and shoved the monster back into its battered cage.

“This way,” the batpony said in her ear. She blinked at the strange hermaphroditic batpony and limply took her hand. “Things are winding down. Guests will be cleaning up and leaving.”

“Oh. I see…” Rarity swallowed. “I guess I missed all the… fun,” she said lightly as the blue batpony took her hand. Rarity paused, staring at the ‘mare’s’ erect member, her small and firm breasts, and her barely visible slit, spread slightly by her wide stance. Her blue eyes wandered helplessly over the other pony. She wanted to do… something… but she couldn’t with a complete stranger… but she wanted to… but she should save herself for marriage… but she wanted… but she had a career… but… but what would her friends say? Back and forth Rarity fought with herself.

Styx took her other hand and squeezed them. “Are you okay?”

“Oh, yes darling. Perfectly…” Rarity started to say when she stopped and gazed into Styx’s soft teal eyes. “P…perfectly…” Think of it. You can’t. You can’t! Not here. Not now. Not like like. “P… P…” Rarity shook, her hands squeezing the batpony’s hands as tears began to creep from her eyes.

Then the mare stepped closer and wrapped her arms around Rarity, holding her close as she’d hadn’t been held... ever. Never had she been held so intimately by another pony; she’d held Fluttershy this way many time, but never received such a wonderful sensation. Breast to breast, tummy to tummy... that unfamiliar firm maleness poking up just under her navel. She flushed a little but didn’t pull away for several more minutes. “Thank you. That was... appreciated,” Rarity stammered as she averted her eyes, brushing her mane nervously as she tried to look anywhere but... down there.

“Would you like to talk?” the blue batpony asked as she walked away from the others cleaning themselves with warm towels and magic.

“About what? Sex?” Rarity said with a smile and a roll of her eyes. “Oh, that’s not really necessary. I mean... it’s just... sex.”

The blue batpony arched her brow, “Just sex?”

Rarity flustered and swallowed, now not sure what the proper response should be. “Well, yes. That’s what was going on, after all. No big deal.” Why couldn’t she stop blushing? “Bit A going into bit B. Nothing more to it.”

“I see,” Styx said, with a faintly disappointed tone. “Well, I hope you had a good night then.”

Rarity suddenly swallowed and piped up, “Um, if I may ask... the next soiree... it’s in three months?” Styx gave a little nod and smile. “Ah! Well then I’ll have to check my schedule. I might be able... if everything works out... if... perhaps... I mean it’d be a shame not to share Fancy Pants’s company.” She’d already been seen here once. What harm would it be to come back a second time?

Styx relaxed and smiled warmly. “I hope you do. Might even partake in the fun?” she suggested with a little wink, turning Rarity pink immediately.

“Oh... I... well... that... um...” she stammered, tapping her fingers together and glancing at the nude batpony’s body. “Maybe?” she squeaked in a tiny voice.

Author's Note

I'm really sorry if it's terrible! Ferret made me post it! This was something I wrote back in second 4 so please forgive me. I'll post more if it's okay.

Also, thanks Ferret for bugging me till I put it up.

Hope it's okay.

What are you doing?!

Back in Ponyville the next morning, there wasn’t the slightest hint that she’d attended an orgy, of all things. Part of her shivered in utter mortification of this fact, and whimpered in fear of what might happen should anypony find out. Yet a tiny, salacious part of her wanted to mention it to Twilight Sparkle as they shared morning tea. Or let slip an innuendo or two to Fluttershy during their spa visit that something... naughty... had happened in Canterlot the other night.

Of course she didn’t. That rebellious little urge would be the death of her. Still, she found her eyes tracing along the trim bodies of the spa ponies in a way she never had before. Ponies had never really had a sexual dimension to her. Oh, she’d known they likely were sexual in some way or another, and knew that sexuality was an important, even vital, aspect to her many clients. She wasn’t likely to invest in asexual harnesses for mares anytime soon. But it had never applied to her. There was always a wall separating Rarity from other ponies, and even if she might flutter her eyelashes to get what she wanted, she knew it would never, ever happen.

Except now, as she eyed the pink and blue mares wearing only their aprons, a tiny, treacherous part of her wondered if perhaps she should.

Not with Fluttershy, of course. Not even that naughty kernel inside her dreamed of that. Fluttershy was too fragile and their friendship... well... it would change. And what if her other friends found out? The topic had never come up casually, and all her finishing school had taught her that a mare simply did not bring up such subjects. How would it? “By the way, Fluttershy? Would you like to discuss sex?” Ugh, not even her romances were so crude.

But Lotus and Aloe... what if... what if... she had no idea how mares would do such things, or if she was even interested in such! But what if? What if?

Those two words tormented her when she returned to Sugarcube Corner. Sex... what had she been missing? What had she been denying herself? And the more she thought of it, the more she felt a tingle inside her. It was like a single string of finest silk running just behind her navel. Every time she thought back to the other night, it gave the tiniest little tug. Then another. Then another. And so, in the early afternoon, as she tried to focus on her latest order, she felt a distinctly odd warmth welling up from her lady parts. It certainly wasn’t the first time. Usually she buried such moments beneath work or public affairs where such distractions could be ignored.

But what if? What if she didn’t ignore it?

“Oh, this is patently ridiculous!” she said as she removed her horn rimmed glasses. “Rarity, get a hold of yourself.

Tug.

“You’ve got far too much to do to indulge in such silly... things...”

Tug.

“Now stop that!”

Tug.

Rarity slumped against her sewing machine. “Ugh... I can’t believe I’m even thinking about this!”

Tug tug tug.

What if... what if...

Rarity rose and walked to the window. It was a slow day. She normally never had clients this time of the afternoon. Sweetie was out with her friends. Her friends hadn’t RSVPed her. Her hand drifted down the front of her blue sun dress, as if tugged by that invisible string. Her fingers traced over her navel, curled against the fabric, and wandered slowly down towards the fork in her legs. A shiver ran through her, as if that string had just been plucked.

What if... what if...

Rarity walked quickly down to the Boutique door, putting up a sign that she’d be back in half an hour. Paused, and snatched it back, advancing it to an hour. Her heart was pounding as she raced back up the stairs, but when she stepped into her bedroom, a strange hesitation held her back. When was the last time she’d done... well... anything like this?”

Years. Years and years. Not since finishing school... and that’d been such a disaster! The closest she ever came were the buttery sensations inside her while reading her romances. Now she slowly walked towards the mirror in the corner of her bedroom. She chewed her lower lip, folded her hands behind her back, and toed the carpet behind her as she gave the coy look she gave stallions who were too eager for her liking, but she still wanted to be friendly to. “Oh goodness gracious, Rarity. If you’re going to do it then do it! You’re a grown mare!”

Rarity unbuttoned her dress and closed her eyes, then levitated it slowly off her frame... as if ready to yank it back over her frame at the slightest excuse. That excuse never came. And so she folded it carefully and set it aside, now regarding herself in just her blue lacy bra and panties. Unicorns had a... different relationship with clothes. Pegasi almost never wore clothes. Fluttershy would never blush walking around the market utterly exposed. For fliers, heavy clothes simply slowed them in the air, tangled their wings, and generally was quite unpleasant. Earth ponies wore clothes on a practical level. It wasn’t unusual for Applejack to wear a vest, hat, and gloves and call that good.

But unicorns were expected to be dressed at all times. Rarity had been disciplined more than once by parents and teachers for lewd exposure. Carnality was linked implicitly with nudity. It was one reason why her clothes were always in demand. Rarity cupped one firm breast with one hand and rubbed her crotch with the other, making that string tremble, but not hum. Thinking back to the other night, she carefully undid the clasp and bared her firm handfuls. Not so large as Fluttershy or Twilight... a legacy of missed meals and watching her weight.

Her fingers pinched and rolled her nipples, and now she shivered as the string began to purr. She closed her eyes, thrusting her rump back, and closing her eyes as she let out a soft groan of delight. Each touch was like silken fire, and she straightened a little as the novelly gave way to a more steady thrum of delight. The stroke of her nipples was teasingly wonderful, but the pinching made her smile, blush, and fidget ever so slightly.

Her hands then stroked down along her side to her panties and gently pushed them down around her ankles. Kicking them off her hooves, her hands reached down and formed a V around her pelvis. Now her smile turned more contemplative. She held her sex as if it were a recently discovered treasure, fingers curling before her palms slid slowly back and forth.

Twice she’d gotten caught playing with herself. Mother had chastised her, saying she was too young to do that and no filly worth her horn would ever do such a thing. Father had just turned up the volume on the Hoofball game. Worse was the one time she’d been caught in finishing school. Then she’d been humiliated. She was a gross, icky mare. She’d have three foals in three years for sure. She’d never get a good husband, let alone a prince.

Now those painful memories echoed like teasing chants, and she almost put her clothes back on as they whispered to her. But then she steeled. She may not be a princess, nor at prim and proper finishing school, but it was her body and this was her house and she was going to have fun with herself, damn it!

Rarity then parted her legs even more, shifted her hips forward, and parted her folds like she was a filly years ago. It was... a hole. A space she’d neglected and dismissed as icky. Something used only for excretion! Certainly nothing special. Yet as she tentatively worked her fingers into herself, she tugged the folds aside little by little, as if discovering some new country. And every touch made that string behind her navel sing. Even these awkward brushes made her hips warm and filled the air with a tantalizing scent. And last night, she had seen what it could be used for.

And Rarity closed her eyes, gripped the mirror with one hand, pressed two fingers to her folds, and pushed in. And as she did, music rose inside her like she’d never imagined. She felt the edges of her fingers rasp against something that sent a fountain of delight spraying inside her. In and out those two fingers worked, and she lifted her face and reveled in the wonderful wet heat that vibrated in her pelvis. In and out. In and out. Such a simple, repetitive motion. Such a delightful sensation.

After several minutes, she could feel that string growing tighter and tighter inside her. She rubbed a touch slower, almost afraid at the building intensity. When it subsided, she sped back up again, pushing her towards the peak once more. Was she doing it right? Was something wonderful going to happen? Her mare’s magazines were always dreadfully vague on the specifics of what was supposed to happen, only that it was supposed to be the best thing imaginable. Maybe she needed a toy or to lay down or...

Her perfectly manicured fingernail rasped over... something... as that string that had drawn painfully tight inside her belly suddenly snapped, and it was as if something had broken free inside her. Up and down it rolled, and as it moved it exploded like magical fireworks inside her. It was all Rarity could do to stand as the potent, wonderful sensation blasted through her, and she had to grip the mirror to keep from falling over. Wet dripped from her sweet sex, and for a baffled moment she thought that she would swoon in delight. Again and again her muscles twitched as spasm after spasm made her body sing in delight.

She opened her eyes and stared at a beautiful sight: herself, lusty and lovely and alive. Her thighs were streaked with evidence of her sexual desire, and it filled the air with sweet, delicious scents. She panted, her firm bosom rising and falling as that sharp, intense pleasure diffused to a more pervasive warm glow in her pelvis, rising along her spine and tingling along the backs of her thighs.

“Oh my,” she murmured to herself. “I do think this deserves a little more... exploration.”

And so she did.

She tried in on her back, legs spread wide like a snowflake as her fingers made her melt. She tried it on her side, almost casually diddling herself. She tried stroking her snowy hide with her free hand as her other teased more pleasure from her body. After each, she would need to rest and let the soreness and sensitivity abate before she began again. Time lost all meaning as she pinched and rubbed and stroked herself. She pressed her face into a billow, rump in the air, tail flipped up as if for an absent lover, as both hands rubbed at her entrance. Bliss. Such bli—

“Rarity?” Sweetie Belle asked from the door. “What... what are you doing?”

Rarity froze and peeked at her younger sibling in mortification. How long had she been standing there? How much had she seen? It didn’t matter; right this instant she was seeing Rarity nude, exposed, in the midst of indecency. Dressed in her skirt and blouse Rarity had made for her, her round eyes showed she’d moved past amused bafflement to the dread that somehow she’d done something wrong. One hand covered her own crotch as she stared at her sister’s for a few more seconds, and then, blushing in mortification, lowered her eyes.

A horrible part of her wanted to scream at her. Hurt her. Make certain that Sweetie Belle never, ever, dared come into her room. Just as mother did when she’d walked in on Rarity naked, touching her budding breasts. Hurt her as she was hurt, and then later lecture her on how important it was to be proper and not lewd and disgusting like other pony kinds, who trotted around exposed and did all sorts of inappropriate things because they weren’t as dignified as unicorns.

She almost did.

Instead she rolled over and sat on the edge of the bed. She couldn’t begin to hide her blush, but she would not... would NOT... inflict on Sweetie what others had inflicted on her. Unicorn sexuality was, until today, something that was taboo and forbidden, but she refused to made Sweetie Belle ashamed of her own body parts. “Come here, Sweetie. I’m not mad,” Rarity said as she patted the foot of the bed beside her.

Sweetie lifted her eyes. “You’re not?” she asked, surprise clear in her voice.

“I’m not. Though you should never go into other pony’s bedrooms without their permission,” Rarity added, unable to suppress those basic manners. “Why didn’t you knock?”

“I did,” Sweetie said as she walked slowly over and sat on the end of the bed. “Twice. All I heard was you moaning. I thought you were hurt.” Oh! Well, she had been very distracted that last time... Sweetie stared at her bare sister and flushed. “Why... why are you naked, Rarity? Mom says... well... she said...”

“She said ‘no unicorn mare anywhere goes anywhere bare.’ I remember.” Rarity said. “And I also remember her saying we should never be naked like how pegasi or earth ponies are sometimes.” And Rarity herself had said similar things too. She reached over and stroked her sister’s mane. “I was making myself feel... nice. It’s something that... that ponies do.”

“By rubbing down there?” Sweetie Belle squeaked as she pointed at Rarity’s pelvis. “Rarity! You pee from there!”

Rarity flushed but smiled. Funny, she’d thought the same thing just hours ago. “And I eat with my mouth, but that doesn’t mean I can’t sing too.” She swallowed and continued at Sweetie’s baffled gaze. “Your body is a wonderful thing that can feel many things intensely, darling. Many of the sensations are quite delightful. But... well... some ponies are ashamed of them. They think that they should be covered up and ignored because if we let ourselves enjoy them, that bad things would happen.”

Sweetie Belle bit her bottom lip as she fidgeted a few seconds, and then lowered her eyes to her knees. “Scootaloo and Applebloom wonder why I never have them over at Mom and Dad’s. I... dunno how to tell them they wouldn’t be welcome.”

“A lot of unicorns aren’t comfortable being nude, and some aren’t good around pegasi and earth ponies who are. We enjoy status, and if you don’t wear clothes, it's rather hard to show if you’re more important than others.” Rarity sighed, putting her arm around Sweetie’s shoulders. “They’re also afraid it will lead to sex.”

“Sex? What’s that?” Sweetie Belle asked. Rarity’s eyes bulged as her throat sized up, and tried to cover it up with a cough. “Rarity? Are you okay?”

“Oh, yes. Just.. had something go down the wrong tube,” she murmured, flushing horribly. Sweetie started to look suspicious. Good gracious, what was she to do? Mother had been condescending and dismissive the first time she’d asked, and angrily embarrassed the second. Father had spent thirty seconds saying sex was like football... and she should ask her mother. Sweetie Belle deserved better than learning about sex through Cosmarepoletan articles and gossip. “You know how mares have our... part?” she said lightly, reaching down to touch her own absently. “Well, colts... they have... well... you’ve seen what they have.”

“That soft floppy thing?” Rarity nodded, knowing this was far better than the talk she’d gotten from her mother. “Yeah, I saw that on Rumble. What is that?” Sweetie asked.

“It’s... it has a few names. Penis. Member. Shaft. Er... a few other cruder names. When a colt becomes a stallion, it can get hard. When its hard, if its rubbed and sucked and played with... it squirts this milk. If that milk gets inside your... girl hole... when you’re in heat...”

“Heat?” she cocked a brow in bafflement.

Rarity sighed and hugged her. “Sweetie Belle, I promise I will explain later. When I’m dressed... and... less confused about things.” Then she lifted her sister’s chin to gaze down into her eyes. “But I promise you, Sweetie, I will teach you.” Sweetie’s pale cheeks immediately went pink before she hugged Rarity back.

Sweetie Belle pulled away and Rarity stood. Her initial panic over being caught nude was now passed. Really, it was a bit silly given that for most pegasi, nudity was preferred over clothing. Only unicorns were expected, demanded, to be clad at all times. “Now, if you’ll excuse me, I need to clean up and get dressed.”

Sweetie moved to the door and the turned, facing her sister. “Rarity? Is it okay if I don’t wear clothes too?”

Rarity’s mouth opened and closed. For herself was one thing. To give permission to another... but how could she not? “I... suppose. But only here. If mother catches you traipsing about in your skin she’ll ground you for thirty years... and me for longer! But here... I suppose. If you wish.” She smiled as she saw Sweetie Belle brighten and then nod before slipping out.

The pale unicorn stood and put her hands on her hips, regarding her own reflection. She felt different. Better. She turned this way and that, smiling at her own reflection. Sexy. Confident. Sexy. Confident. Maybe she could be that sophisticated mare so many assumed she was when it came to love. All that she needed was a little help. Rarity’s horn glowed as she summoned her robe and slippers with her magic while writing a brief letter to somepony she helped could teach her more about this wonderful word.

As she walked back downstairs, she passed by the door to Sweetie’s room. The door hadn’t closed completely, and through the gap she saw her sister as bare as she had been, standing before the mirror just as she had. Her face was much more uncertain, even shy, as she turned too and fro before her own reflection. The look of discovery on her face was precious as she turned sideways and examined her own rump, as if learning that she actually had a butt.

But it was a private moment, and so, as silently as she could, she closed the door and headed downstairs for that envelope.

You don't say, Darling...

While it would be perfectly fitting in a romance story to let everything slide save carnal indulgence, the fact was Rarity had too much to do. Six orders waiting in her queue, one being for Twilight, as well as her usual meetings with her friends. She didn’t abstain completely, of course, but it was an absolutely delightful relief at the end of the day. Several of her clients commented on how happier she seemed, less stressed, and less dramatic. The latter clearly had to be an aberration; Rarity had never been dramatic a day in her life!

Still, she had made a promise to Sweetie Belle, and so at the weekend took a detour to Ponyville Library. The door chimed as she strode in and absorbed the quaint environs. “Twilight? Are you abou—”

From below came a loud bang, and a few seconds later Twilight and Spike emerged, coughing and hacking. Her purple fur was mussed and her labcoat appeared singed! “I told you that was too much sulf— Rarity!” Spike exclaimed, immediately flushing and fidgeting.

“Hello, Spikey,” she said as she fondly stroked his spines before turning to Twilight, “Are you okay, darling? What in Equestria were you doing down there?” Rarity wrinkled her nose at the pungent smell of rotten eggs rising from Twilight.

“Little experiment. Didn’t work,” Twilight said between coughing. Finally the alicorn regarded her steadily, “What are you doing here, Rarity? We’re not heading to Canterlot till tomorrow.”

Rarity smiled and flushed a little. “Actually, Twilight, I’m here for some books. Perhaps you can help me?”

Twilight immediately brightened and rushed to a shelf. “Can I? I’ve got the finest saddle busters from Poniquin Romances.” She pulled one off, and showed Rarity the cover of a unicorn mare swooning into the arms of a powerful pegasus stallion. “Storms of the Heart. Looks right up your alley!”

Rarity flushed a little. “Well, darling, that does look divine, but I’m afraid what I’m after is more... instructional.” She paused and extended her hand, waving her fingers at the book. “Not that I’ll say no to that! But it’s not really what I’m after.”

Twilight levitated it to her. “Instructional, huh? Well, you’ve gone through most of my sewing books. I think I have a few tutorials, but they’re beneath your skills... or are they for Sweetie Belle? I thought she’d given up on sewing after the...”

“No, no,” Rarity said hastily. “The less said about that the better. No. But it is for Sweetie Belle.” I need a book on... er...” she paused and then glanced at Spike in worry, before giving Twilight a somewhat sheepish smile, “Er... mare’s health?”

“Mare’s...” Twilight began to say, and immediately flushed as well, her eyes popping wide. “Oh, hey, Spike. Do you think you could run to the market and pick us up some lunch? You can get yourself ice cream.”

“Oh, boy! You bet!” And after taking down their orders and getting three bits, darted out of the library. Twilight faced Rarity, still blushing a little, after his departure.

“So... teaching Sweetie Belle about Colts and Fillies?” Twilight asked as she lead her towards a smaller shelf towards the back. “I guess she’s getting around that age, isn’t she?”

“She’s getting old enough to notice differences, and Scootaloo’s a pegasus. They always mature a little sooner than others. Might as well have Sweetie Belle prepared for the changes in her future.” Rarity regarded the blushing Twilight, and curiosity nibbled at her. “Don’t you think so?”

Twilight jerked out of a momentary fugue. “Huh... oh! Yes. Knowledge is always preferable to ignorance. It’s just... well... I remember my own health classes. They weren’t exactly... pleasant. Some of those diagrams...” she gave a baffled face and then shrugged. “I don’t understand why they don’t teach it as biology. Sperm and egg combining to form a zygote that implants on a uterine wall seems far more sensible than... that...”

Rarity gave a sympathetic smile. “Than lessons teaching if you have sex then you’ll instantly have a dozen screaming children, three diseases, and be destitute?”

Twilight nodded. “Exactly. And it wasn’t like I didn’t try and find out why Shining Armor had that... thing.” The princess turned even redder. “I mean, I wasn’t trying to peek on him but he had just gotten out of the shower and really it wasn’t my fault the keyhole was so large and I was wondering and...” Rarity covered her lips to keep from giggling. It seemed to calm Twilight a touch too. “Well, needless to say, Mom wasn’t happy I’d seen that, and told me I’d learn about it when I was older. But of course then I was at Celestia’s and... well... you don’t talk about that with the Princess of the realm over tea.”

Rarity smiled as she leaned towards Twilight. “So... you watched your brother?” Rarity saw her gasp and bit her bottom lip. “It’s understandable. You are curious, Twilight.”

Twilight flushed, squirming in her seat. “I was home visiting. Shining Armor and I used to share a bathroom when we lived together. I... wasn’t really ready for how much he’d grown. One day I got out of the shower and I heard him... well...” She swallowed, her flush spreading as she tugged at the front of her dress. “I heard him moan. And I peeked through the keyhole to see if he was okay and... um...” Rarity smiled patiently, her own cheeks rosy. “He was rubbing himself.”

“Oh my,” Rarity said as she felt herself growing warm.

“Yeah. I mean, I’d been told about it. That it was a bad thing to do. All kinds of side effects... but I couldn’t help but watch him. And he kept rubbing and... and...” Twilight pressed her knees tightly together. “Well, that’s all I’ve ever done really. I thought about... things... but... well... I’ve never really been allowed.”

“I wasn’t much different,” Rarity admitted. “In finishing school, I was in my bed feeling dreadfully out of sorts. I tried to provide myself some relief... and was caught by another student. She... made the experience unpleasant. Since then, I’ve been reconsidering...” Rarity smirked a moment but then her face grew more composed. “But I do want Sweetie Belle to have a better and more informative experience than I did. The unicorn classes I had as a filly practically told me that I’d go blind if I dared touch myself down there, let alone did so with another pony.”

“I know Miss Cheerilee’s much more pragmatic a teacher. I don’t think she’d be so... fixated... on the negatives on sexuality,” Twilight said with an awkward smile. “I mean, my teacher basically taught us that sex is simple: don’t do it till you’re married.” She scanned the shelves and removed two books. “These two were highly instructive to me. I think Sweetie Belle would find them useful.”

Rarity took the pair and nodded, then glanced speculatively at Twilight. The look made Twilight blink and stiffen a little. “Twilight. If it’s not too bold... have you ever...?”

“Me?” Twilight gasped and shook her head vigorously, waving her hands before her to emphasize her denial. “No no no no no. Oh no. No. If Princess Celestia caught me doing something like that, I think I’d exile myself!” Rarity gave a little smile as the blushing Princess hugged herself. “I mean, it’s not that I haven’t thought of it occasionally... but I’m a princess. I’m pretty sure sex for Princesses is supposed to be a really big deal. Besides, who would... I mean... I’m a princess now.” Twilight said with a helpless little smile and a touch of sadness in her eyes. “I keep meaning to bring it up with Cadence, but... I mean... it’s not exactly something I’ve ever talked with her before.”

Rarity stepped forward and embraced her friend tightly. “If you ever do need somepony to talk to about this, you know you can with me, right, darling?”

Twilight stiffened, then relaxed. “Yeah. Sure. Thanks Rarity.” She pulled back and started for the basement door. “I should probably get back to work. That potion won’t solve itself.” Rarity started for the exist when Twilight called out, “Rarity?” Rarity turned, regarding the other mare with a polite smile. “Have you? I mean... with another pony?”

Rarity blinked and flushed a little, then smiled. “Me? Oh! No no no no...” She said and then her smile turned a touch sly as she added, “Not yet, Darling.”

Over two days, Rarity devoured the information that Twilight had given her. Much if it was technical, and if it been any other moment in her life, she would have considered it utterly dull. But now... now Rarity was preoccupied with the thought of not just the subject itself, but of performing it with somepony. The diagrams, which had once been alien and even a little disturbing when she was young were now put into the context of something she might interact with. She’d seen countless penises before on pegasi and earth pony stallions and had never equated them as something she would interact with.

And strangely, it’s proved to be a fascinatingly strong bonding experience with Sweetie Belle! There was something thrilling about being naked with her, something utterly taboo, and watching her explore herself without being terrorized that it was perverse and unclean. They read the books together, and Rarity helped walk her through the off-putting anatomical diagrams and the strange words: vagina, labia, clitoris, anus. They read how Sweetie would start developing over the next few years; become as tall as her sister, and fill out. With her, reading about heats and pregnancy wasn’t nearly as disturbing as being told that having a baby out of wedlock would ruin a mare forever!

Of course they weren’t becoming intimate. That was simply... unthinkable. As close as the experience was, that was something Rarity wouldn’t cross. But there was no doubt that Rarity was contemplating who she would approach first. The spa ponies? She’d heard the pair offered ‘specials’, but how was she supposed to signal such? Was there a special handshake or something? Her friends were right out. As... interesting... as those thoughts were occasionally, the dread as her ruining their friendship was far more acute. No. Rarity needed somepony new. Somepony anonymous who could help her delve more into her sexuality without fear of being exposed as something of a freak in the social circles she depended upon. Knowing that there was a sexual cabal was different from being exposed as some sort of pervert.

Then, one late afternoon, she lay on her stomach reading one of her Marequine romances nude, anticipating a wonderful rubbing. Really, though, was it really that easy to tear open a bodice? And could a pegasus station hold a mare vertically in the air while thrusting into her? So many questions. Then there was a sharp knock on her window a second before Rainbow Dash pushed it open. “Hey, Rarity,” she said casually as she stepped inside. Rarity froze in place a moment in shock at her nude blue friend.

Pegasi didn’t wear clothes very often. The excess weight slowed their flying speeds down considerably, and the whipping fabric didn’t help at high speeds either. The wonderbolts’ uniform was, in part, an effort to keep unicorns from passing out in vapors whenever they did their shows. Unless there was a pressing reason for them not to be, nude was the natural state for pegasi. Normally, Rarity’s instinct would be to cover herself and be outraged at the intrusion. However, recent events had her unexpectedly... distracted.

Her eyes took in her friend’s slight build and coltish frame. Small flat breasts, smooth fit muscle, but not bulky or ripped. Rainbow Dash was the shortest of her friends too and that made her... cuter than it should. She brushed her mane back with one hand, holding out an envelope in the other. Rainbow paused, her face turned a touch apprehensive. “Uh, Rarity? Why are you staring at me?” Then she added, “And why are you naked?”

Oh! Right! Well, the moment for shock and outrage had passed! However, indignation would do. “What, I can’t be dishabille in my own bedroom?” she said with a frown, pressing a hand to her chest as she covered her breasts with one hand and her crotch with her tail.

“But you don’t do naked, even in your own bedroom. I’ve flown by your window plenty of times and you always wear that flimsy shirt thing, or flannel pajamas.” Rainbow said, Rarity’s cheeks immediately flushing. Rainbow grinned and went on. “Oh don’t get all bent out of shape about it. Most pegasi see folks in their rooms all the time when we’re flying by. No big woop.” She smirked at Rarity, “Besides, you look good in the clothless style.”

“It’s called a night gown,” she protested with a frown, her indignation crumbling before awkward squishy feelings and a warmth rising in her pelvis. She took in her friend, so casual and care free in her own hide, and felt a stab of envy. There was Dash with her thin legs spread, her smooth tight folds for anypony to see, hips slightly to the side and arms folded under her meager, yet perfectly proportionate breasts. “You really think so?”

“Sure,” Rainbow answered honestly, then gave a dismissive wave of her hand. “Sure, I know clothes are your thing and designing is what you live for, but sometimes I think you unicorns would be happier if you just took a walk and got some sun on your butt, you know. It’s not a bad thing.” She lifted the envelope. “Anyway, Derpy accidentally delivered this to me by accident. Some pony named Styx?”

Rarity took it with her magic immediately. “Ah! Thank you. I’ve been waiting for this reply.” She checked to make sure it was sealed and gave a sigh of relief that it was.

“No biggie. Catch you later,” Rainbow said as she started for the window.

“Rainbow Dash. Wait!” Rarity shouted, then balked as Rainbow Dash did. Erk! Why had she called her? She should have just let her go. Rarity dropped her arms and shifted to the edge of her bed, flushing as Dash stared at her in baffled concern. “Can we talk about something? Something that I’ve been thinking about? I want to get your take on it, darling.”

“Yeah. Sure,” Rainbow answered, turning back to her. “But if it’s not about sports, racing, weather, or being awesome then I don’t think I can help you.”

Rarity swallowed and dropped her eyes to Rainbow’s... knees! “How do pegasi fillies... how do you... you know?” She tapped her fingers together. Rainbow blinked at her in bafflement. Oh, just spit it out, Rarity! You’re acting like Fluttershy, for Celestia’s sake! “Learn about sex?”

Rainbow Dash didn’t even blush. “By watching,” she answered simply.

“W...watching?” Rarity stammered. “Watching what? Films?” Now she sounded like Twilight!

“No. Watching other ponies do it,” Rainbow Dash said with a roll of her eyes and a smile. Rarity gave a strangled noise at the thought of her bed friend being a leering voyeur. “Not like that,” Rainbow snapped as she flushed. Her friend sighed and shook her head, walking to her bed and sitting next to her. “Look. You know how pegasi have to be observant all the time? That means we see a lot of sex. Like I could be flying through the clouds... oh look, two pegasi banging away on a cloud over there. No biggie. Oh look, two earth ponies rutting down in that field. No biggie. Oh look, two unicorns... well... honestly I wouldn’t call what unicorns do sex. More like... weird reproductive bumping against each other awkwardly. But you see it. It’s just not a big deal.”

“So... pegasi just... do it? In the open? Where everypony can see?” Rarity asked with a flush. Rarity had recalled a few times she’d seen pegasus rather... close... but they hadn’t really been doing that! Not really... could they?

“Uh, yeah?” Rainbow answered, blowing a few of Rarity’s mental fuses. “I mean, not like in the middle of the street or anything,” she amended. “That’s just annoying. But you see it. You move on. No biggie,” she said as she sat back, propping herself up with her hands behind her. “Like I saw mom and dad doing it a few times. Penis into pussy. Repeat until squirting. Fall asleep.”

That took out a few more fuses. “You... watched... your parents...?” Rarity said lightly, wondering if she’d heard it right.

Rainbow flushed and rolled her eyes. “Well, no. I saw them. I didn’t really know what they were doing till I was older. It wasn’t like they sat me down and went to town in front of me. That would have been weird. But there wasn’t this great mystery about it either. It’s just sex.” She said with a sigh and a faintly dejected look. “Must be great.”

The depressed tone registered and Rarity frowned as she leaned towards her. “You mean you haven’t...”

“Nope,” her friend replied dully. “Which was a great joke back at Cloudsdale.” Rarity’s bafflement must have shown on her face because Rainbow elaborated. “Look. Most pegasi fool around a little. Flight school is usually the time fillies and colts start to get curious about each other, and most of the councilors do their best to keep everyone focused on learning about flying rather than putting our bits and pieces together. But to find a pegasus who hasn’t done it at all is kinda sad.”

Rarity was stunned. For unicorns, finding out a filly had done it at all was scandalous. “Well it can’t be that odd. Fluttershy hasn’t, after all.”

“What makes you think she hasn’t?” Rainbow Dash asked in bafflement.

Rarity’s brain went clunk. I haven’t... but Fluttershy... has? “How? Who? When?”

Rainbow stood, sweeping her hands aside. “Oh no. You want to ask Fluttershy, ask her. What happens at summer flight camp stays in summer flight camp.” Rainbow sighed, hugging herself a little as she chewed her bottom lip.

The white unicorn regarded her friend and then rose as well, putting a hand on her shoulder. “If I may ask, then, why haven’t you?”

Rainbow looked back at her over her shoulder and sighed, turning to face Rarity and stepping back a little. “Rarity, what do you see when you look at me?” Rainbow spread her legs wide, arms out to her sides, fingers spread.

“Well you’re certainly fit. Toned. Athletic,” Rarity said right off the top of her head. Rainbow just frowned and Rarity narrowed her eyes as she took in her short friend’s lithe frame. “And... slim? Ah... short...” Rarity then stared at her friend’s chest... her small, petit breasts tipped with small pale nipples. Her tight little slit. Her firm, flat posterior... her... “Oh...”

“Right. ‘Oh.’ I’m probably the last mare any guy lusts after. Especially when you line me up with all the other mares out there.” She sighed and stretched her wings. “I mean, it’s not bad. My weight to wing power ratio’s one of the highest in Equestria. Makes me a killer flier. But...” she sighed, putting her hands on her hips. “There’s some days where it’d be nice to be the mare all the boys are after, you know? Like you.”

“Me?” Rarity said, and instantly knew it was a mistake from Rainbow’s scowl and rolling eyes.

“Yes, you,” Rainbow retorted. “I mean look at you!” she gestured to the nude unicorn, who flushed and fought the urge to cover herself. “You’re like the perfect mare. You look awesome. Your shoulders and hips and neck and eyes... and the way you do that thing... ugh! You could have anypony you wanted if you really wanted to. And you don’t!” Rainbow snapped. “I’ve never flown by with some stallion balls deep in you or some mare in your bed. Meanwhile, I can’t even get Soarin to go out to lunch with me.”

That was because, if Rarity recalled correctly, he’d been sodomizing Prince Blueblood at Meadowlark’s sex party. “Well, if you want,” Rarity said delicately, “there are ways for a mare to... improve her chances.”

Another mistake, as Rainbow Dash snorted again. “Yeah. Because I’m really all up on all the latest fashions and make up. The only reason why I survived the Gala was because you made sure we all looked decent. And even if I had a dress and makeup, I wouldn’t know how to act... like you. I mean you walk, talk, and strut mare. It practically oozes out of you. I’m a flyer. A racer. I never learned how to flutter my eyes and make that pouty look you do. And I doubt I ever will.”

“Rainbow... I’m... I’m sorry,” Rarity said helplessly, not sure what she could give to help her friend. She had an idea but...

“Yeah. Me too.” Rainbow sniffed and then shook her head angrily, before forcing a smile. “Anyway, don’t worry about it. I’m sure I’ll find somepony someday.” The blue mare turned towards the window, then paused. “Oh, and please don’t try to set me up with somepony for a quick fling. Last thing I want is a pity fuck. Okay?” She smiled back at Rarity, but there was a warning to that smile.

That killed her idea. “Of course not, Dear,” Rarity said as she stood. “Rainbow, if you ever want to talk... about this...”

“Yeah. That’s not going to happen,” Rainbow said bluntly as she stepped out the window. Rarity took in her friend’s body; a lovely body really if one looked past traditional feminine attributes. She was slim and trim and smooth and delightful, just not, precisely, girlish. “Oh, by the way, you might want to get better blinds,” she added with a small smile. “I know you haven’t been doing... you know... this,” and she gestured at the nude Rarity with a small smile, “for very long, but sooner or later some guy is going to see you and then word is going to get around pretty quick.”

And that would be bad, partly because she wasn’t sure how far or what form the ‘word’ would take. It’d taken months to squash the gossip mongering back at finishing school. Rarity had no illusions about her desirability. She’d even exploited it more than a few times. If ‘word’ became ‘common knowledge’ then others would be pressing her before she was ready. This had to be handed delicately. “Understood. Thank you, Rainbow.”

Her friend gave a nod and flew out the window. Rarity locked her windows and drew the shades. Well, that was something she hadn’t considered. Not just the pegasi flying by her windows... or even how causal pegasi seemed to be about sex. She’d never imagined that Rainbow had the desire to be... well... desired. Still, it made sense. Her bragging and bravado were a face that she didn’t care about the rejection of her perceived femininity. Everypony wanted to be loved and respected. Not having a more... traditional frame had made her feel insecure.

More ideas were shifting around in her head, like designs needing that little bit of something to truly make them special. She leaned against the edge of the bed and spread her knees wide, her fingers reaching down to toy with her sticky folds. Somehow, Rainbow Dash’s interruption had made her positively tingly inside. Best to take care of that...

“You want to talk about what now?” Applejack asked sourly as she wiped the sweat from her brow as she stood next to a stack of firewood. Rarity stood close by, parasol in hand to shield her from the sun as she levitated Applejack’s canteen over to her.

“Well, we’ve never had the chance to talk about... mare’s issues...” Rarity replied as Applejack drank. Her attempts to discuss this had gone no where with Fluttershy nor Pinkie Pie. The poor pegasus had been rendered mute with embarassment. Pinkie’s reaction had been utterly baffling as well, seeming more nervous than embarrassed before making an excuse that she had to help the Cakes. She’d put off Applejack till now; she wanted answers but...

Sigh... Applejack.

“Sure we have. Twi’s sleep over. You said something about mares and stallions and I plum tuned you out,” she said, capping the canteen with a nod of her head as she set it aside. She picked up her axe again, the haft well worn and nearly polished smooth. “Granted, I reckon I don’t remember much of what you said that night till the end. Didn’t seem all that ‘portant at the time.”

Rarity fought the urge to bristle. Really, couldn’t she have talked about this with some other earth pony? Rarity found herself oddly envious of the earth pony fashion flexibility. Unlike pegasi, who went about almost completely nude, and unicorns, who never went naked if their life depended upon it, earth ponies could wear as little or as much as they liked. Oh, wealthier earth ponies tended to wear more and fancier clothes, but plenty strutted around exposed or wearing nothing at all. Case in point, right now Applejack wore her hat, a pair of chaps, a pair of work gloves, and that was it.

Rarity adopted a carefree tone as Applejack split another round of wood, “Well, Sweetie’s getting at that age where she’s interested in colts and fillies. Sexually, that is,” she amended. That made Applejack pause for a moment with a slight blush before resuming her chopping. Rarity rushed on, afraid of getting brushed off. “And I was curious... well... what’s the earth pony method for teaching such things?”

Applejack split a log and then stared at her for several tense seconds before she asked, “Shouldn’t her ma be teaching her stuff like that?”

Like mother had disastrously attempted with Rarity? Thank you, no. “Well, you see...” Rarity began, trying to find some way to... dilute this topic somewhat. Applejack’s intense green eyes warned that brevity was most important of all right this moment. “Well, Unicorns don’t teach it so much as... don’t. At all.” Applejack blinked in surprise as Rarity went on. “We’re taught not to do it. Not to talk about it. Hold off till we’re married... and even then it’s not exactly... common. Of course that gives us ample appetite for romances and the like... but I wanted to teach Sweetie Belle something more... pragmatic?” Ugh, she’d have to wash her mouth out with soap for using that word.

“Huh,” Applejack said with a grunt. “Not much to it really. Granny told me about colts and fillies when I was Applebloom’s age, just like I told Applebloom. Plenty of critters on the farm go at it, so its not hard to pick up the basics. Told her to use her best judgement, keep her head about her when she has her heat in the spring. Moon Tea. All the basics of what she needs to know.”

“But... what about what she’ll do?” Rarity asked nervously.

“Did sex ed make you want to rut anything that bent over?” Applejack asked with a smirk.

Yes. Sweet Luna, yes it had! “Well... I mean... there’s proprietary and reputation to think of,” Rarity said lightly. “You don’t just... go at it. We’re not animals, after all!” Rarity found herself blushing terribly, as if she was back at that damnable party.

“You got an itch, you scratch it,” Applejack replied with a shrug. “Generally polite to leave the room and get somewhere private for it, but there’s not much more to it than that.”

“And you’ve never?” Rarity murmured, gesturing down at Applejack’s pelvis. The Earth pony simply shook her head. “Ever?”

“Rarity, I got a farm to run. When am I gonna find a colt to plough my fields?” Applejack asked with a small flush. “I got fifty different things to do today, and getting rutted ain’t one of them.”

A little grumble growled in her chest. “You can’t tell me Trend didn’t offer to do that.”

That got an eye roll. “Yeah, but I ain’t touchin’ him with a ten foot pole. I got ta at least like the pony before I lift my tail,” she replied and sighed, hugging herself a little. “Look, Rares, I don’t know why you’re so curious about this but the plain fact is I ain’t and I ain’t plannin’ on doin’ it anytime soon. So could you please drop it?”

Rarity opened her mouth to press, then caught Applejack’s eye and closed it again. There was something... worried? No. Scared? Not exactly. Embarrassed? Perhaps... “Very well, Darling. I’m sorry if I crossed any lines. I was simply... curious.”

“Right. Well curiosity won’t fuel the fireplace,” Applejack said with flushed cheeks as she moved another round of wood on to the stump and lifted the axe. “So if you don’t mind...”

“Of course. Of course. It was... wonderful... to talk with you, Applejack,” she said with a smile and little wave. She headed for the road, but glanced back, catching Applejack watching her. She stepped around some brush along the roach and then paused, and carefully, oh so carefully, peeked through the branches back the way she’d come.

Applejack wasn’t splitting wood anymore. The orange pony grappled with indecision clearly on her face. Her rough, calloused hand reached down to the split of her legs, and Rarity trembled as she stared. Do it, she mentally cheered as Applejack cupped her sex. Do it! She begged, her own nethers warming and softening.

Then Applejack did.

When Rarity masturbated, it was tentative and sensual. A process of much stroking and teasing to raise herself to the heights of pleasure. Applejack worked herself raw and hard. Two fingers began to thrust vigorously into her orange quim as she slumped against the apple tree behind her. Rarity had come across a term in her research: finger bang. At the time, it’d seemed incomprehensible. Now, as she spied upon Applejack, she understood.

Applejack turned, grabbing the tree with one hand as the other brutally pounded her pussy with two digits. Rarity dared to peek forward for a better view, watching the pussywet spatter over her thighs with the vigor of her self ministrations. In less than three minutes, Applejack suddenly stilled, gritting her teeth as she grunted and shook. Then she relaxed, withdrew her digits, wiped them on her thigh, and returned to her firewood.

Rarity withdrew before she was spotted, trotting back towards Ponyville in a daze. That was it? Rarity never took less than an hour when she was pleasuring herself. She wasn’t worth less! The unicorn had barely become moist in the time it took for Applejack to climax. She felt almost disappointed. Even angry that the orange mare had been denied something wonderful.

Fluttershy was hurt. Pinkie Pie evasive. Twilight embarrassed. Rainbow unworthy. Applejack unappreciative.

There was nothing for it. Rarity would have to do something. Not for herself, but for her friends! And who else could give a wonderful gift than her? But first, she'd have to work it out for herself...

Author's Note

Oh I hope it's okay... u.u

This is the last bit I've written in advance.

Nice to meet you!

For Rarity, Getting to Canterlot was as simple a pretext as checking her shop, examining the fashions presented, checking the order, whipping up an outfit or two, having tea with Sassy Saddles while talking shop, and generally stalling. The letter in her purse felt like a lead bar, tugging at her with doubts about what she’d planned to do. No more delay. She donned her ‘disguise’ and stated her departure out the back was simply to avoid getting mobbed at the entrance. Sassy simply shook her head and went back to organizing the shelves.

She checked the reply she’d received yet again, despite having virtually memorized the contents over the two weeks she’d planned this caper. The shop was located on an non-descript street in Canterlot, two blocks from the major shopping thoroughfare. These shops catered to the more mundane, but no less important, aspects of Canterlot life. Where else were you going to find your basic gold enameled, emerald studded spatula? Many of these were simple commodities shops, where you could buy on paper and send elsewhere. The shop before her appeared to be one of these, with a non descript bushel of wheat hanging from the shield above the door. Rarity checked the letter yet again. Was this really the place?

She pushed her way into the shop and froze. Yes. Yes it was.

“Welcome to The Crop,” said a tannish cream coated stallion wearing nothing a black leather hood that showed only his eyes and the tip of his muzzle. He was just the tip of the iceberg, a big tan colored iceberg with a pendulous member dangling halfway to his knees!. To her left were stands of outfits that ranged from lacy undergarments to rubber suits to strange harnesses of leather straps. Just looking at the outfits made Rarity’s whole body tingle. Intermixed were a variety of less sexualized clothes, most modest, yet utterly risque, like corsets and stockings and shoes! Rarity herself didn’t produce much underwear, as the time and precision required taxed her greatly, so she marveled at the complexities and designs.

Yet she couldn’t let herself be distracted, for to her right lay displays of rubber stallionhoods ranging from the mundane to the petite to the ‘how-could-anymare-fit-that-into-their-body?!’ sizes. More exotic members were present as well. Was that what a dragon member actually looked like? Some had two heads. Some had gemstones embedded within; were they magic? Some were on harnesses for some inexplicable reason, and not everything here was for mares. There were strange, fleshy things that looked like synthetic mare bits, busts, and even a fully sculpted flank. And all that didn’t even begin to cover the paddles, cuffs, collars, and chains that glittered on the wall.

“Can I help—” the stallion started to say when Rarity turned and sprinted from the shop as fast as her hooves could carry her. “You?” she heard before the door slammed shut.

She clenched her eyes, marching away as fast as she could from the business. What was she thinking? What was she doing? It was one thing to give herself a little rub and feel good, but that place—that place!—it suggested a width and breadth of sexuality utterly beyond her. There was sex and then there was... perversion! How could she have ever thought that this was a good idea? She levitated the letter out with every intention of ripping it to pieces and never talking of this again!

And yet.

She thought of her friends, and her footsteps slowed. Each and every one of them were just as sexually frustrated and unhappy as she was. Pinkie wouldn’t talk about sex. Fluttershy couldn’t. Twilight had seemed to accept it was out of her control, and Rainbow Dash was certain nopony would find her sexually attractive. And whatever Applejack had she treated like a chore to be done with as soon as possible. And what about Sweetie Belle? Would Rarity simply let her sister explore this new world on her own, ignorant, without her big sister to offer advice?

Rarity stopped and looked over her shoulder back at the shop. She wasn’t thinking of sex with her friends, but if she knew it, she could help them. Give them each something they needed. Find things that would make it easier for them to get the happiness she herself felt. Turning slowly, she drew in a deep breath, looking at the lascivious shop with the innocent facade, and released it all slowly.

The door admitted her again, and she spotted the stallion now talking to a petite and pretty gray mare with a curly pink mane. Her dress denoted professionalism and constraint, as opposed to the hood and muscles of the stallion behind the counter. “—know Velvet. She stepped in, took one look at the place, and ran out sc--” then he blinked. “Oh. Hey. She’s back!”

Velvet, the mare folded her hands before her, her face screwed up in concern. “Is everything alright, ma’am?”

“Oh. Ahah,” she gave a strained smile, trying to ignore the contents around her. She knew what she had to do. She even had the letter in hand. “I was... Ahem.” A deep breath. Treat this as a business meeting. “I’m looking for the proprietor of this shop.”

“Oh,” the mare brightened. “That’s me. I’m Velvet. This is Strap,” she said, gesturing to the muscled stallion besides her. “How can we help you?” Her lavender eyes seemed luminous against her gray coat. Those eyes widened as she drew her hands to her mouth in shock. “Oh... oh no way!” Her mouth split in a wide grin as she began to emit a very Pinkie-ish “Eeeee!”

Both Rarity and Strap took a step back from the diminutive mare before she exploded, “It’s her! Oh my gosh! It’s Rarity! Strap!” She grabbed his hands and pulled him down to eye level. “It’s her! It’s actually her! Rarity!” She released the baffled stallion. She hopped in a full circle, a grin a mile wide on her face, before she coughed and composed herself with a deep breath.

“Ah... hello,” Rarity said delicately, afraid to set her off again.

“Who?” Strap asked, scratching his hood.

Velvet shot him a glower that made the large earth pony recoil before beaming at Rarity. “She’s only the premiere dress designer in all of Canterlot. Maybe all of Equestria! I have one of your Princess Dresses.”

Her and half the mares in Canterlot. Still, the ice, as it were, had broken. She reached into her purse for her letter. “I’m glad you enjoyed it, darling. That was a rather beastly production run, if I may say so.” She glanced at the mare. “However did you see through my disguise though?”

Velvet smiled counting off on her gloved fingers. “White unicorn, purple mane, wearing a lavender trench coat buckled all the way to the muzzle, a matching noir style hat with purple half veil, decorated with four point cut amethysts and heels? Who else could you be?” Rarity grumbled internally. How was she supposed to disguise herself? Clash? Velvet relaxed as she smiled at the mare. “I’m sorry. I’m guessing you’re a little embarrassed to be here. To be honest, I never expected that you’d walk in my shop like this.”

“Nor did I,” Rarity admitted and handed the letter to her. “I was told to come to speak to the proprietor about... this.”

“Oh?” Velvet took it and read it briefly, her eyes widening. “Oh!” She folded it and she smiled, cupping her chin as she tilted her head, shifting her hips. “Oh my. When Styx wrote me, I didn’t think she was talking about you.”

“Uh, what’s going on?” Strap asked with a frown.

“Nothing,” Velvet replied. “We just need to talk alone for a few hours. Can you mind the shop till then?”

“Sure. Just remember, if you’re done testing it, we need to have my steam powered dildotron Three-K packaged and ready to deliver by this afternoon.” He grinned at Rarity,” She really loved testing—” Strap said casually before Velvet cut him off.

“Rarity doesn’t need to hear about the Dildotron Three Thousand!” she snapped, then blinked and flushed, covering her embarrassment with a cough that made Rarity smile. At least she wasn’t the only one nervous.. “Ahem. This way. Please?” She said, gesturing to stairs leading up behind the counter. Like most stores, the second floor was set up as a residence, and Velvet led her into a bedroom with a wonderful red velvet draped four poster bed in the corner. A tea table sat before an open window. The decor was casual yet clean, putting her mind at ease.

“Dildotron...” Rarity murmured weakly.

Velvet covered her face with a delicate, gloved hand, sighing softly, “Strap’s idea. It’s basically a machine for mares to have sex with.” She gave a slightly flushed smile. “It actually works well as long as there’s plenty of lubrication.” She held up Styx’s letter with a calm smile. “But I really don’t think you’re here for that, are you, Miss Rarity?”

Why was her throat so dry right now? “No. I’m rather not,” she said, biting her lip a moment, hugging herself as her eyes dropped to the floor. Why did she feel so ashamed by this. “I’m hoping you’ll—” she coughed, unable to finish.

Then she felt it. Hands slipping around her frame. Arms holding her. She’d been hugged by her friends many a time, and yet this was some how different. Velvet was a few inches shorter than her, and her muzzle went right under Rarity’s chin to nuzzle at her neck. The sensation set her skin tingling. “You want a pony to have sex with. Someone not affiliated with anypony in Ponyville, right?”

Rarity couldn’t speak, but simply nodded. Her heart pounded in her chest, fast as her sewing machine. Even touching herself in bed, she hadn’t felt this way. Every embrace she’d shared with her friends had always stopped short. This went on, and she could smell the strawberry in Velvet’s mane. They probably used the same shampoo. Then Velvet pulled away, taking Rarity’s hands in hers and giving them a squeeze.

“So... how do we...” she said, staring at that four poster bed like it were a rose that would devour her whole, and unsure if she was titillated or terrified by that prospect. “Do you want me to undress and get on the bed?”

Velvet smiled. “Well, you can make yourself comfortable, if you like, but I’d much rather talk first. Is tea okay?” she asked.

Somehow, Velvet’s reply shifted things within Rarity from a terrifying unknown to something familiar. “Tea would be delightful, Darling,” Rarity said, her voice trembling from a bizarre mix of excitement, nervousness, and sudden relief. She removed the hat and coat, carefully hanging each on Velvet’s hat rack. Unsure of what one wore to this, she’d come in a knee length white sun dress. A fine contrast to Velvet’s lace trimmed black jacket, cream blouse and green plaid skirt. The mare slipped from the room a moment, returning with a tea tray and steaming pot.

As Velvet set down the tea tray, Rarity took a seat at the little table. Velvet sat opposite her with a gentle smile perfectly at home on Futtershy and ideal for putting a nervous mare at ease. “So, do you do this sort of thing often?” Rarity asked.

Velvet poured two cups. “Not often, no. I do talk with quite a few mares who are nervous or curious about sex though. I rarely get requests to actually have sex with them, personally, so that’s a bit new.” She smiled as she put in a lump of sugar, stirred, and raised it to her lips, inhaling the aroma. “To be honest, if Miss Styx had told me it was you, I likely would have been too nervous to accept. You’re something of an inspiration to anypony who works with cloth, period.”

Inwardly, Rarity purred at the complement. “She certainly is odd. Who is she?” Rarity frowned.

“Nopony knows. She showed up in Canterlot and started putting ponies in contact with other ponies who were interested in sex. My business tripled over the last two years. She does enough to get the parties and stuff going, but never so much that we draw public attention.” Velvet gave a slightly weary sigh. “Suffice to say, Canterlot isn’t the most sexually open place.”

“Don’t I know it,” Rarity said with a sigh, taking up her cup and inhaling the delicate fragrance of catmint. “And strange, that I’m only now realizing how much it isn’t. Are all mares as sexually frustrated as I am?”

Velvet smiled over her cup, sipping, and shrugging in reply. “Probably not all, but it’s never been hard for me to find a mare or stallion who’s unhappy with the sex in this town. Ponies want it, but it seems like everyone will just be judged. You know how vicious the gossip circuit can get, and that’s just regarding fashion!” Velvet said with a wry smile. “So why don’t you just tell me everything that’s gotten you to this point and I’ll see how I can help teach you about sex?”

Leaning back in her seat, for the first time ever, Rarity did just that. She simply talked sex with a person who listened, not judging her or thinking there was something wrong with what she felt. Velvet nodded at appropriate times, and asked questions as Rarity went over her experiences at the party and what she’d been feeling since then. The mare defused her embarrassment with polite laughter before moving on, rather than introduce an awkward silence that Rarity dreaded.

Another pot of tea and some eclairs later, and Rarity had unveiled more about her sexualness than she ever had before. She really wished she’d had this opportunity when she was Sweetie’s age. If her sister ever asked, well, she hoped she’d be as forthright as Velvet had been to her.

“It doesn’t really sound all that different than my own experiences,” Velvet said as her fingertips stroked the rim of the cup. “All I knew of sex as a filly was not to do it. Cloudia, a pegasus friend, taught me it wasn’t a bad thing at all. It was really nice.” She sighed and set the cup down. “Unfortunately, I learned that there is bad sex, too. My next... partner... He wasn’t good for me. But that was pretty educational too. I think it’s important to be able to appreciate the good from the bad.”

Rarity frowned. “What’s the difference? Is it disease or the babies or...” she trailed off with a shiver.

“Oh, no! That’s the wrong way to look at it,” she said, sitting forward to look at her. “I mean, a bug or an unwanted baby is seriously bad too, but no. What I mean by bad sex is sex that makes you feel bad before, during, or after you have it. Good sex feels good. You want to have it, you like it while you do, and you don’t regret it when its done.” She gave Rarity a little half smile. “When you suggested just jumping in bed, I could tell that you really weren’t eager to do that. Besides, you wouldn’t need me for that if you were really that enthusiastic about having sex.”

“It’s...” Rarity chewed her lip a moment, “complicated. I’m a very public mare, and I’m afraid of how sex is going to change... well, everything! My sister. My parents. My friends. My business? What if the tabloids found out? What if my friends thought less of me? Or if my parents thought I was...” Rarity trailed off, unable to say the word.

“A slut?” Velvet supplied, and Rarity nodded. “Well, if they think less of you for liking sex, it sounds like they’re the ones with the problem, not you. You’re doing something natural, that feels good, and isn’t hurting anyone. But I can understand your fears. I was terrified for years my parents would find out about my business. When they did...” Velvet rubbed the back of her head. “Well, it was pretty awkward at first. We couldn’t talk about it. But my parents were hitting a rocky patch in their marriage, and my mom finally acknowledged that her own time in bed was pretty boring, and dad wasn’t having that much fun either. I made a few suggestions and well,” she gave a half smile and shrug. “Now they’re some of my best customers. And their marriage is better than ever.”

“Have good sex and stay married?” Rarity asked with a smile.

“Well, it’s better than having bad sex and getting divorced,” Velvet replied. “Look, I’m not saying that sex is magic and makes everything better. It complicates things. That’s why I want to see it done right. I don’t want some mare to have to learn bad sex because her first time was in a bathroom, sucking off a horny colt who doesn’t know something called ‘mood’. And if I sell a few outfits or accessories in the process...” she smiled and shrugged.

Rarity sat back, thinking on everything they’d discussed, and they actually hadn’t done anything yet. “Well, you’ve certainly given me a lot to think on,” she said as rubbed the saucer clapsed in her hands. “When Styx said she’d find somepony to teach me outside Ponyville, I never thought it’d be like this.”

“What, did you imagine that I would tie you up and sex you till you could be sexed no more?” she asked with a grin. Rarity sat stiffly at the thought, a tingly part of her rousing at that question, but Velvet went on. “Talking’s a good place to start, no matter what. I’d want you to learn to enjoy good sex, not learn to avoid bad sex.” Then she nailed Rarity with a look, “And if you’d rather have a more practical education, I could arrange that too.”

The cup slipped out of Rarity’s hands, and it almost shattered upon the floor before Velvet caught it in her magic. Her heart thundered in her ears, but that deep tinge was now becoming a buttery warmth spreading out through her stomach. Actually doing it? She read about it. She’d come here exactly for it! And yet when it was now placed before her, she felt like a filly again? What was the matter with her?

Velvet levitated the glass and saucer and set them on the table, her smile gone, brows knitted in concern. “I’m sorry,” Rarity said, sniffing and fighting the overwhelming conflict of wants clashing inside her breast. If only one or the other would tell her what to do, but she was so torn!

“Shh,” Velvet said, kneeling in and embracing her. “It’s fine. We don’t have to do anything. We can just talk.”

“I shouldn’t be like this! I’m a grown mare, not some filly,” Rarity sniffed, snotting up Velvet’s coat. Velvet just held her patting her back and stroking her mane. “I shouldn’t be so scared to just... do... whatever mares do!”

“Rarity, there are a lot of grown mares exactly like you,” Velvet said softly. “There’s nothing to be ashamed of.”

It was an easy, simple statement. Yet, Rarity felt shame all the same. On one hand, she wished to remain innocent and virginal, fit for a prince, like her youth idealized. On the other, she felt weak that she couldn’t even accept this gracious mare’s offer to share something that hundreds of mares enjoyed because she feared how it would change things. And a third wretched, little hand hated that no one had made the choice for her. She’d said no so often... if only once she’d said yes.

She hiccupped softly a moment and then wiped her eyes with the back of her hand. “Do you have a powder room I may use?”

“Down the hall, second door on the right,” the mare said. Rarity nodded, rising, and Velvet rose too. “It’s okay to wait till you’re more comfortable. We can just talk about clothes, if you prefer. Or sex. Or anything you like, Miss Rarity.”

“Thank you,” Rarity said, her voice cracking a bit. “That’s very generous of you.” Then she turned following her directions to the bathroom where she scooped up two handfuls of colds water and splashed them on her face. A hour of painstaking makeup was ruined in a second, transforming into ugly streaks marking her cheeks. A few more handfuls, some soap, and some scrubbing and the rest came off.

She knew she could return, and would. They would talk fashion, and a bit of sex. Share tea. Snacks. Gossip. Oh, it would be nice to have somepony new with a fresh ear on the gossip scene. Velvet would become another of her friends. She patted her face dry, and carefully removed her false eyelashes. The idea of sex with Velvet would become like sex with Fluttershy or Twilight; something she would never dare risk.

“What do you what to do?” she asked herself, staring into her own reflection for some answer, some sign. She closed her eyes and imagined Velvet nude. Velvet kissing. Velvet touching. Velvet making her feel all those wonderful things and more. Did she want that?

Did she?

“Yes,” Rarity said as she leaned against the door frame, interrupting the gray unicorn mid tea tray clear. “I’d like to do... things... with you now. If you’re amiable.” She said, her heart thundering wildly in her chest with such ferocity that she wondered if it would break. Velvet smiled, setting the tray down and approaching her, once again she reached out, fingertips grazing Rarity’s hips, slipping around her back, and meeting to clasp above Rarity’s tail. It was a different kind of hold, Rarity realized as she returned the embrace. One of wonderful promise instead of just simple comfort.

“Are you sure?” Velvet asked, her voice dropping down to a husky sort of whisper.

Rarity didn’t dare hesitate. Hesitate and all could be lost. “Yes,” she whispered back.

And at that word, their lips met. Like the hug, she’d never felt one like it. Not a familial peck, nor quick kiss of greeting on the cheek, or a soft kiss of parting. No, this kiss was hungry, and it came in a barrage, one after the next. Rarity could only return them, and then she felt Velvet’s mouth open. Felt the invitation she’d read about so often in her romances, and now experienced herself. Tentatively, she parted her mouth and felt the soft, gentle intrusion of another mare’s tongue. The soft, smooth surface slipped inside, curled against the tip of Rarity’s own, and withdrew. Again and again it returned, and every stroke sent her insides purring. No, not purring... roaring. As if a great fiery need had been ignited in her belly, and Velvet was doing all she could to feed it.

Hands wandered, They roamed along her body, searching for something. Something to hold. Something to touch. To squeeze. To scratch. Never too much, but every graze of a nail or pass of a palm made Rarity tingle. Velvet’s hands rested on her rump, and Rarity’s flushed, feeling hands on something where, an hour ago, she would have been outraged at the contact. Yet as Velvet’s fingers tightened on her posterior, Rarity’s mimicked the action, and marveled at the soft and supple surface. She squeezed, and Velvet let out an ‘mmmm!’ of delight and a muffled giggle in her throat.

When they parted, a small bridge of shining saliva connected the outstretched, panting pink muscles before that snapped and disappeared. Velvet’s purple eyes shone as she pressed a hand to Rarity’s chest. “Shall we undress?”

Where the question had once prompted panic, now Rarity simply nodded in a strange calm. She reached for the buttons on her dress, but Velvet covered her trembling fingers, and pulled them away while giving her a soft kiss. “Allow me,” she said, her fingers carefully disengaging each button on the front of her dress, before she pulled the neck open, knelt, and pulled the dress off over her head. Exposed in her lavender silk undergarments, Velvet smiled and with her magic removed her own jacket, blouse, and skirt. As each article was subtracted, Rarity could only marvel at how they had matching taste in underwear.

All the while, Velvet wore that smile that was a mix of both confidence and fondness. The gray unicorn’s horn glowed, and Rarity felt the claps of her bra undo. Such a useful spell. She disengaged long enough to disentangle the garment from her arms, and then reciprocated with doing the save to Velvet. The petite mare’s small breasts came into view; about the same size as Applejack or Twilight. Smaller than Rarity’s. An awkward giggle escaped at the bizarre sensation of soft flesh on her own soft bits.

“You okay?” Velvet asked, her voice gentle and open. Rarity knew she could stop this if she wanted to, but why would she want to? She swallowed and nodded, her hands reaching down to graze over the silk fabric covering Velvet’s rump. No romance ever could compare with the soft sensation sliding under her fingertips. Then she felt Velvet’s own hands on her flank. Holding. Caressing. The silk garments felt in danger of combusting if she didn’t remove them now!

Velvet, as if reading her mind, knelt down before her as if she were proposing, and calmly slid the last vestiage of modesty down Rarity’s legs and around her hooves. Now, nothing hid the shameful moisture wicking down the insides of her legs or the wicked scents of lust filling her bedroom. Then Velvet casually removed her own bottoms and rose, hand on hip, brow arched a little as if asking if Rarity approved.

“You’re beautiful, Darling,” Rarity breathed.

Velvet flushed, then her face broke in a wide grin and she gave a soft ‘Eeee!’ of glee! Rarity couldn’t help but smile and take her hand, their lips drawn together by magic. “I know I’m supposed to be the calm voice of experience here, but it was great to hear you say that,” she said and that lead to another kiss, and another of those wonderful tongue caresses and hands now roamed along backs once again. She now knew what could compare, and that was to touch Velvet’s bare and smooth coat with nothing in the way of her fingertips. Again and again they touched, and that warmth inside her... not intensified. Concentrated, as if drawing it from every inch and pooling it in certain places betwixt her legs that now melted and dripped.

Velvet then set her down on the bed, sitting next to her, kissing again and again. Oh, she could do this forever, and Velvet obliged. The warmth. The touch. The taste and smell of two mares fond of each other. She’d never imagined herself with another mare, and now she could hardly think of anything else. The stroking of her body sent waves of scattering electricity running through her. Every stroke. Every squeeze. Velvet dropped her mouth to Rarity’s neck, and the bite she gave sent little explosions running wildly up and down her spine.

The mare pressed her on her back, and kissed further and further down, till her lips found Rarity’s breast. As Velvet’s mouth closed on the cone, Rarity arched her back at a new discovery. She closed her eyes as Velvet mouth seemed to pour in a cascade of pleasure that spread out to renew the concentrations with her.

And then she bit. It was no more harder than she had her neck, but the sensation popped her eyes wide as the strangest sensation radiated from the nipple. Discomfort, yes, but also at the same time a wonderful comfort that now spilled her over into a small little explosion of bliss. “Oh, Velvet!” she moaned in delight at this discovery.

Sweet Celestia, how could any mare get this wet being bitten?

Velvet, correctly interpreting her noise, moved her attention to the other and repeated the performance, her hand gently massaging and caressing her suckled breast as her lips worked on the other. Another bite. Slow. Deliberate. Testing. Rarity caught Velvet watching her reaction, and it came just as intense as the first. The spike of pain, and quickly after the rush of something indescribably wonderful. When the pressure eased, the wonderful remained, drowning out the throb. Velvet let the cone escape with a comical pop and then smiled. “Like that?” she said as she caressed Rarity’s fluttery tummy.

“Like it? Darling, that was...” She swallowed. Was it strange to feel so good after being bitten? “Normal?”

“For a lot of mares,” Velvet answered, calming Rarity’s fears that there was something wrong with her. The pair shifted more fully on her bed, and Velvet took Rarity’s thumb and pulled it into her mouth. Inexplicably, it was that which made her blush furiously as Velvet suckled, and then bit. The sensation was slightly attenuated, yet the response was similar.

Then the pain increased, and broke through the layer of pleasure. “Ow!” she hissed, and Velvet immediately released.

“Sorry. But now I know where your threshold is,” she said with a smile, before kissing the thumb. “Nothing too strange,” she said as she stretched out besides her, cuddling her smaller body against Rarity’s. Rarity’s relief must have shown. “That’s something that really worries you, isn’t it?” Velvet asked with a small frown.

Rarity sighed, holding her closely. Why lie now? “When I was young, I tried touching myself. My mother interrupted me, and told me it was disgusting. And again, at finishing school, there was a scandal. The teasing was... excessive,” Rarity said, her heart racing at the memory. “I don’t want to be seen as a deviant.”

Velvet shifted so that she could gaze into Rarity’s eyes. “Rarity, we’re all deviants to someone that doesn’t understand us. It’s a meaningless word in the bedroom. What matters is that you do what you like, not be ashamed because you like it.” She said and then smiled gently, rubbing Rarity’s belly again. “I sell to ponies who love used mare stockings and lingerie. It’s not something I’ll ever do, but they’re not deviants. They just have something they like.” Her smile and eyes hardened. “For me to consider you a deviant, you’d have to hurt someone that doesn’t want to be hurt, or make them feel worse for having sex than better.”

“I would never,” Rarity breathed, her body warm and her eyes wet.

“I know,” Velvet replied as her hand stroked down lower and then touched her cleft. “Which is why I’m doing this with you.” Rarity closed her eyes and drew her knees apart, giving permission for those fingers to touch her mound. To curl and rasp lightly against her folds. Rarity had touched herself frequently since that party.

Being touched by another? Infinitely better. The graze of fingernail against flesh drew her breath in tight as Velvet casually, playfully caressed her. Alone, Rarity could anticipate where and how hard she’d touch herself. Now, every moment was unknown, and wonderful for it. One fingertip ran a tight race around her clitoris while another made more languid circuits around the opening of her sex. Every stroke from Velvet extended the bliss washing through her body.

Then two fingers presented themselves at her sex and slowly entered in, curling around her pelvic bone as she lay there in a daze. The feeling of the touch of another, inside her, ignited the chain reaction she’d craved. Rubs and the delightful pleasures grew with every touch and caress as those fingers started to move in and out. Had she been merely masturbating, she could have forced herself to peak swiftly. Velvet was under no such limitations as her gray fingers rocked in and out with maddening languidity. Her white flower dripped its nectar wantonly all over Velvet’s hand, and her thighs, and her bed. Good gracious, had she sprung a leak or something.

Rarity’s eyes opened and looked up at the mare that held her body, her sex, her joy in her hand. Velvet, who had been doing all the work, simply smiled down upon her. “Ready?” she asked. The white unicorn opened her mouth, found her throat incapable of answering, and simply nodded as fast as she could, cheeks flaming.

Velvet twisted her hand as her magic pressed Rarity’s legs further apart. Now they thrust in deeper and harder, curling around her pelvic bone and pressing in deeper and faster than Rarity had ever dared. The blaze that Velvet fanned left her incapable of little else besides throwing her head back and moaning, gasping, helplessly! She’d never diddle herself like this... and perhaps that was the point! Velvet was pushing her to where Rarity could never go on her own.

Then a new sensation. A wonderful soft, wet, silky sensation and she stared down at Velvet dragging her tongue over Rarity’s folds. Velvets eyes met hers, and she smiled even as she flicked her tongue around those penitrating fingers. ‘But it’s dirty’ a pathetic part of her objected, only to be beaten to death by a part roaring ‘More!’ Velvets lips closed on her clitty, giving it a gentle suckle like her nipple, and that that was enough to send her eyes rolling back as she trembled.

Her voice choked as she tried to call out Velvet’s name, body shaking with every passing second. Finally, she threw her head back, arching her spine, as her body exploded. “Gyah-ha-HAAAA!” she wailed incoherently as her body simply let everything go at once. Her pelvis seized Velvet’s fingers in a death grip, and refused to let go, her insides roiling, clenching, twisting, relaxing, and clenching again. Every motion, every sensation was just too much wonderful.

Velvet’s fingers slowed their rub and she shifted Rarity on her side, the mare panting for breath as she wept and laughed and trembled. Spooning up behind her, Velvet just held her tingly, twitching body as her wits reassembled itself. “You’re fine,” purred Velvet gently over and over again. A part of her shamefully wondered if she’d wet herself, she was so sticky. Her face was a mess of tears, snot, and spit. She probably appeared absolutely ghastly!

And it was happier than she’d ever been in her life.

Rarity struggled to put her thoughts into some kind of coherence. “Good?” Velvet asked with a faintly worried smile, as if concerned she’d traumatized Rarity some how. Rarity didn’t trust herself to speak, so she nodded again.

It was only after the twitches inside her pelvis finally ended that she felt she could answer. “That was... I’m rather at a loss for words, Darling.” Slowly, she rolled on to her back, and Velvet casually stroked her tingly breasts down to her sodden slit. “Good is painfully inadequate. Splendid--” she was silenced by a kiss from the gray mare.

“Should be saved for when you have a little more experience with me and other ponies,” she finished as she continued that torso rub that helped spread out Rarity’s tingly sensations. “I’m glad that you feel nice, but this was just a first time. You’ll have more. You’ll have partners that are better than now, and some who are worse than now. Best to keep a level head.” She gave Rarity another kiss, and the mare, now quite off her peak but still aroused, realized what that meant: She could do this, and so she could do this again! Working out who and where would take some time, but that door that had seemed so terrifyingly difficult to open was behind her now, and from this side, seemed almost comical.

Still, she’d never forget her apprehension. Rarity turned and nuzzled one of Velvet’s breasts. “You didn’t get a turn, Darling,” she said as she rubbed her nose against the little nub. Then, before Velvet could dissuade her, she pulled the nipple in and started to suckle upon it. She had no idea how hard to do so, but Velvet immediately let out a cry of delight as Rarily flicked her tongue gently along the tip in her mouth.

“Too hard!” Velvet blurted, but reached around to hold Rarity’s head in place, so she didn’t pull away as she’d intended. “Softer...” she directed and Rarity slackened her hold on the cone. “There. That’s nice. Start soft and build up,” Velvet said as Rarity smiled and closed her eyes, focusing on the texture of the nipple in her mouth. Not so bad at all, she thought as she stroked her tongue around and against the tip. “Oh, that’s very nice,” Velvet sighed.

Giving pleasure wasn’t much different than giving a present; you thought of what they want and provide it in a way they accept. The praise she received... it made her flush with delight that she could give this to another pony. She let it pop free, and her hands roamed down Velvet’s side. Rarity’s blue eyes sought permission from Velvet, and the gray unicorn reposed on her side gave it by lifting one bent leg like a clam, presenting her own wet excitement.

Rarity cooed as her fingers explored another mare’s sex. It was like her own, but also oddly alien as well. Her fingers teased the folds apart, revealing her inner lips. There was the pink nub peeking out from under its hood. Her tiny hole, then her fingers found her channel. Velvet let out a groan as she was explored, and Rarity was able to slip three fingers into the mare’s depths, scissoring them and evoking a deeper moan of delight. Nothing like Rarity herself had emitted. She tried to rub her as she’d been rubbed, but the angle was different and Rarity was more fumbling around.

She caught Velvet watching her and flushed. “Relax. It’s wonderful,” Velvet said with a half smile, closing her eyes and moving her hips to slowly rock against her mouth, making little moans in the back of her throat. Rarity knew it was unrealistic to expect perfection her first time, but a little prideful part disapproved of her less than stellar performance. The more she licked, the warmer and wetter Rarity became, as if the sheer illicitness excited her more and more. This was the ‘dirty hole’ she was licking...

No, actually it wasn’t.

She stopped licking for all of a moment, pondering if she was utterly mad, then lowered her lips to Velvet pucker and pressed her mouth to it, caressing it with her tongue. There was a taste, but it was so faint as to be almost unrecognizable. She slipped and slid her tip around that gray ring, and was rewarded with what she sought: a loud moan of delight that rivalled Rarity’s earlier. Had Velvet cast some sort of spell upon her? This was dirty... dirty dirty dirty! So why was her mare bit quivered as if it threatened to explode with no contact at all! Why?

But Velvet’s blissful cries answered her. She was giving the gift of pleasure, and it felt so wonderfully right that the disgust just melted away and a baffling enjoyment bubbled up inside her. She felt the tip wiggle in and heard Velvet’s delight, the gray mare glancing back as if she herself couldn’t believe this was happening. Their eyes met, and Rarity felt an almost magical surge at the want and need in Velvet’s eyes.

Rarity closed her eyes and pushed her tongue all the way in. The taste was stronger here, but so alien that she was able to push it in perhaps an inch and a half. Then she began to thrust her tongue in an out of Velvet’s ring. A cry of delight sounded as Rarity’s mouth worked, her own fingers dropping down to rub her own twitching, humming petals and beat at them frantically with her fingers. Suddenly, Velvet let out a scream of delight, legs kicking spasmodically as she gasped, her sex speckling Rarity’s muzzle with droplets of bliss. At once, Rarity’s own body unloaded, a fire of desire and pleasure roaring out through her body as she cried out, her muscles twitching as she cried out against Velvet’s rump.

The pair collapsed, gasping... and then it hit Rarity what she had just done. She’d licked another mare’s tail... no! She’d stuck her tongue inside! She’d tasted it! Her body trembled as her brain unloaded a wave of guilt like a sledgehammer against the pleasure bubbling inside her loins. She was foul and perverse and disgusting and if her parents knew, her friends knew, her sister knew--

“That was wonderful,” Velvet panted, her fingers stroking through Rarity’s mane and interrupting the hammer falls of guilt and self disgust. “I never imagined I’d be rimmed so well in a million years. That was incredible.”

Something fundamental warred inside her. “It... It was okay, darling?”

Velvet smiled as she sat up, reached out, and pulled Rarity into an embrace. “It was amazing. I don’t meet many mares who’d do that. Not entirely my thing, but still... wow!” And she beamed at Rarity, before her smile faded. “Are you okay?”

I licked another mare’s tail hole, Rarity though, and then in the depths of her soul, continued, and I think I really liked it! With that Rarity bawled, burying her face into Velvet’s shoulder, “Oh, Darling,” she wailed, “I think I’ve a pervert!”

Such a ridiculously silly thing to cry over, yet she did for a few minutes as her emotions reset themselves. Fine minutes later, Velvet handed her a handkerchief as they cuddled together on her bed. “Better?” Velvet asked.

Rarity nodded. “I’m not... I didn’t... I...” she faltered and then asked, a bit exasperated with herself, “Did I at least lick your hindquarters well?”

“Very well,” Velvet assured her, her arms around Rarity’s waist. “Did you like licking me there?” she asked back. Rarity hung her head as her social instincts vied with her sincere feelings.

“Celestia, yes,” Rarity confessed with a groan. “I thought I must have been going crazy but when you liked it... I loved it. I loved hearing your noises and feeling you squirm and knowing I was the one giving you that pleasure...” she trailed off. “Is all sex like this?”

“It can be,” Velvet said with a grin. “If you’re lucky.” She said giving Rarity a tiny squeeze. “The important question is this: do you want to do it again?”

Rarity knew the answer she was supposed to give. The answer that was drilled in by her mother, school and society in general. Mares did not love licking other mare’s rear ends! It was disgusting,foul and wrong. Rarity just closed her eyes and answered with a smile, “Yes. I truly do, Velvet. And so very much more!”

And Velvet’s lips met hers, promising so very much more to come.

Author's Note

Velvet, as hopefully many of you know is the wonderful creation and property of Siansaar / Carnifex. Poke him for art if you like. I'm sure both of us would also be delighted for any bits you care to donate to our respective Patreons.

Hope the story stays interesting and the sex is still good. Thanks for reading.