Rarity's Amazing Magic Panties

Rarity laid on her side as she rested on her couch, one arm resting on her swollen stomach. Her horn glowed with its pale blue aura of magic as she adjusted the heating blanket and the massagers. Eyes closed, she let the devices work away the pain in her back and legs.

That had become the biggest issue for her since her pregnancy: the discomfort. Her back, her breasts, her hips, her calves and thighs all hurt. At best, it was a dull ache that was barely noticeable, making the muscles feel slightly stiff. At the worst, they were filled with a burning sensation, interrupted by the occasional stabbing pain when flexed or twisted. At the moment, the discomfort was not at the worst, but it did feel like her muscles were burning and throbbing.

The most aggravating part for Rarity was how it affected her work. Simply sitting at her desk to work on designs or at the sewing machine for a short period would cause her to get uncomfortable. Standing for any length of time was practically out of the question. As such, it was rather difficult for her to properly work on her usual outfits. Work that she could do in an hour took the better part of a week.

It was times like now that she missed her Spikey-Wikey. Not in the way that the dragon would have wanted, of course. She did care deeply for him, but did not love him in a romantic sense. Perhaps under circumstances, something would have blossomed between them, but it never did. As such, she had no reason to be upset that he had chosen to propose to Starlight Glimmer. Yet a part of her was jealous of the matter. Why had he proposed to Starlight and not her? She had been the one Spike had crushed on since arriving to Ponyville. Overall, she was happy for them, but there were times -- like now -- where she would have appreciated having him around to help like he used to. Unfortunately, Spike had a pregnant wife of his own to deal with, which meant less time helping at the boutique.

Perhaps it was time she started looking into getting a proper assistant. Maybe a stallion. One that was tall, and handsome. Well muscled with a long, thick, throbbing cock, and large, virile testicles.

A blush formed on her face as she gave shake of her head, pulling her hand away from her crotch. Instead, she turned off the heating blanket and massagers, sitting up to check how her back and legs felt. The pain had faded back down to a dull ache that would let her work a few minutes more.

The sound of a bell ringing got her attention.

"Just a moment, please," Rarity got up as she worked to get up from the couch. Took some rocking, some tilting and -- as much as she disliked to admit it -- more than a little bit of telekinetic pushing in order to get up on her feet. One hand shot out to grab the back of the couch instinctively, trying to keep from pushing too far and falling forward. Once she was certain she had herself properly balanced, she made her way toward the main room.

There stood two mares that Rarity recognized, one of whom she knew rather well.

"Octavia," she called out with a smile, moving forward. "How wonderful to see you, darling. Here for a new dress for a performance?"

Octavia Melody turned toward Rarity, her long black hair flowing behind her as she did. With a smile of her own, she walked forward, taking a hold of Rarity's hand.

"It is good to see you as well, Rarity," Octavia said in her lovely accented voice. "I am here for very different reason, actually. More of a supporting role." Turning she motioned to the other mare she had arrived with.

"Hey," the other mare said with a wave. Like Rarity, she was a white-coated unicorn. The most noticeable difference, however, was that the other mare had short, messy hair in bright electric blues. Currently, she was dressed in a tee-shirt, jeans, and an over-sized flannel shirt.

"Ah, Miss Scratch," Rarity said as she turned to the mare in question. "I must say this is a surprise. Are you attending an event that requires something formal?"

"Actually, I'm here about your ad," Vinyl Scratch answered. "You know: 'mare needed for testing and possible modeling of experimental new garment. Discretion necessary. Remunerations upon completion.' That one."

"Oh, yes," Rarity called out with a grin. "Of course. Have a seat in the kitchen while I lock up."

"If you would like," Octavia offered, "I could make us some tea."

"That would be lovely. And don't worry, Miss Scratch, there should be some sodas and an energy drink or two in the refrigerator if you would prefer."

"Great," Vinyl called out as she followed her friend. "Don't suppose you have some Master Hunter as well?"

"Sorry. Only alcohol I ever really imbibed was wine, and recent events have led me to disposing of that."

After locking the door and turning the sign to "CLOSED," Rarity made her way to join the two. She was genuinely grateful to Octavia for the offer of making tea. Not only did it mean that she would not need to, but there was also something about the way Octavia made tea which Rarity just could not for the life of her reproduce.

While waiting for the tea, Octavia and Rarity chatted a little. Vinyl sat with them, can of Alicorn-Cola in her hand. She had the same look on her face that Rainbow often got when stuck listening to Rarity and someone else gossip: she heard what was being said, but was not really paying attention, her mind mostly elsewhere. Often, when Rainbow Dash did it, she would be coming up with some "awesome" new stunt. Rarity wondered what Vinyl was thinking about.

Once the tea was ready, Rarity took a sip, savoring it and Octavia's mysterious skill.

"Well, I suppose we should get to the matter at hand," she said as she set the cup back down.

That got Vinyl's attention. Ears perking up, her attention came back to the present as she turned to look at Rarity.

"If you don't mind me asking, Vinyl, why the interest? From my understanding, you have never had an interest in fashion, and you certainly don't need the money."

"I could always use some extra cash," Vinyl answered. "Especially when I have equipment that could use some repairs or upgrades." Leaning back, she gave a shrug. "Mainly I just like doing new stuff, and I've never done any modeling before." Tilting her head, she stuck out her lips while when hand rested against the underside of her chin.

"Provided you agree to this and we reach the point of modeling," Rarity interjected. "Before we go any further, I need to be clear that what happens is to be kept secret. Neither of you are to tell another pony about what happened here. This is something I have put a lot of time and effort into, and do not wish to have a rival steal the idea from me again."

"Don't worry," Vinyl said. "I won't tell a single other pony about whatever it is you have me do."

"Would you Pinkie Promise?" Rarity asked, raising one eyebrow.

"Pfft," Vinyl huffed with a smirk. "Cross my heart" -- she ran a finger across her chest -- "and hope to fly," -- she flapped her hands -- "stick a cupcake in my eye." She brought a palm up to her glasses, covering a lens.

This got a nod of satisfaction from Rarity. Being a resident of Ponyville meant that Vinyl knew Pinkie Pie, and Pinkie knew Vinyl Scratch. As such, should Vinyl break her promise, she would have to face the wrath of the pink pony. Considering that Vinyl knew how to perform the Pinkie Promise, it was likely she knew how serious Pinkie took them.

"Now, Octavia, I know you, so I am not going to have you make the same promise. However, I must ask that you keep this a secret as well."

"Certainly," Octavia said with a nod. "I assure you that I shall say nothing about this other than to Vinyl."

"Wonderful," Rarity said, bringing her hands together. "Now, to explain. I am certain that you are both well aware of what happened with Applejack and several mares -- myself included -- a few months ago."

As she spoke, her hands moved down to her stomach, pressing against the swollen surface through her shirt. A blush spread across her face as she recalled what happened that morning. She had been so entranced by the massive shaft, so obsessed. She had been wanton, so (dare she) slutty! There was never a time she could recall that she had wanted sex more. It was a little disappointing that there had never been another opportunity. Although perhaps it was for the better.

Giving a shake of her head, she returned her mind to the current conversation.

"Although what happened with Applejack was accidental, it got me thinking that perhaps there are mares who wish to intentionally experience something similar. As such, I have been doing some research and a little bit of experimentation to do just that."

"Wait," Vinyl called out, holding up a hand. "Hold up. Are you saying that you want to make clothes that will give mares big dicks?"

"A temporary one, yes," Rarity answered. "And perhaps a bit more moderately sized, so that it does not require as much... stretching by the partner. It should be quite impressive in size all the same, however. Now, I have the first prototype ready for testing. However, given my current condition" -- she motioned toward her pregnant stomach -- "I do not feel safe testing the underwear myself. After all, it is causing extensive biological changes, albeit temporarily. I would not want to risk the change to cause me to miscarry. Hence, the request for another mare to test. So if you're still willing--"

"Are you kidding?!" Vinyl shouted, cutting in. "This is awesome! I get to have a dick, and I'm going to get paid for it!" She threw her arms up above her head. "Woo!"

"I was not aware you had such an interest in being a stallion," Octavia said.

"I don't," Vinyl answered. "Or not for like any serious thing. But come on, Tav, haven't you ever wondered what it would be like to have a dick like a stallion before? Peeing standing up, making it flop back and forth or spin like a propeller. Plus you can find out what it feels like to jack one off, and what sex feels like for a dude. Haven't you ever thought about stuff like that?"

A faint blush coated Octavia's light gray cheeks as she looked away, ears pulling back. She shifted in her seat as a polite cough escaped her.

"I... may have wondered what it would be like once or twice," she admitted. "Although, clearly not as extensively as you."

Vinyl chuckled with a grin.

"Yes," Rarity said softly. "Just to be clear: you are aware that the modeling will require you to be just in the garment for a few shots, so that it can be seen to actually be effective." She tapped her chin. "Now that I think about it, we should probably get a few shots before putting them on so as to prove you do not normally have such genitalia."

"You hear that, Tav? I get to model naked. This just keeps getting better and better."

"Indeed," Octavia said with a roll of her eyes. "I am certain that many a colt and filly shall experience their first pubescent-induced fantasy at the sight of your bare form."

"Really? Cool." Vinyl grinned.

A familiar sensation suddenly filled Rarity. One that she got for more often than she used to.

"Let me just relieve myself and get the camera, then we can begin," she said as she tried to get up. "Uhm... if one of your would be so kind?" She raised a hand out.

Octavia stood up and took a hold of Rarity's hand. Between her innate strength, combined with years of carrying her own instrument, she was pretty strong despite her lean appearance. Plus, working with her cello had given her a pretty good idea how to keep with odd weight distribution properly balanced. As such, Octavia was easily capable of helping the pregnant Rarity to her feet, one hand instinctively grabbing the waist to keep her properly upright.

"Thank you," Rarity said as she stepped away. "Just go into the main room and get prepared. I shall be back shortly with the camera and garment." She then made her way to the restroom.

After relieving herself then grabbing the camera and test underwear, Rarity made her way to the main room of her boutique. There, Octavia and Vinyl waited. Octavia had taken a seat on one of the couches, leaning back with her ankles crossed. Vinyl, stood facing the door, completely naked, with her hands on her hips and a grin on her face. Metal glinted at her nipples and belly button.

"Oh my," Rarity said, eyes going wide.

"Something wrong?" Vinyl asked, raising an eyebrow.

"I had not thought about piercings when I was working on the spell," Rarity answered. "Do you happen to have piercings..." she motioned with her hand "... there as well?"

"No," Vinyl answered, "but Octvia does."

"VINYL!"

"Oh?" Raising an eyebrow, Rarity turned to look at the mare in question. It was rather interesting to picture the rather sophisticated and proper Octavia Melody with a vaginal piercing.

A bright red covered nearly the mare's whole face as she looked away.

"Alcohol and a bet was involved," Octavia blurted out.

"She really likes it, too," Vinyl said with a grin. "Especially when I--"

"Finish that sentence and you're sleeping in the back yard for at least a decade!"

Vinyl grinned and snickered, but did not continue.

"Well," Rarity said, trying to sound as professional as possible, "let us get started now, shall we? Miss Scratch, please take a seat."

"Seeing as you're taking pictures of me naked, you can probably call me Vinyl." She moved to sit down, stretching out. "By the way, since you're already taking some, mind doing a few 'tasteful' kind for us to keep for ourselves?"

After several shots of Vinyl in various poses, most of which showed a distinct lack of male genitalia, they were ready to move on. Rarity passed the underwear to the other unicorn, who lifted them up to get a good look at them. Turning to face Rarity, Vinyl lowered her head to look at the mare over the top of her sunglasses.

"Crotchless boy shorts?" she asked. "Baby blue crotchless boy shorts?"

"It seemed fitting," Rarity replied with a smirk. "Plus, I'll admit I could not resist the small amount of humor to it."

"Very small," Vinyl mumbled. Her gaze went back to the underwear, looking at the large opening in the front of them. With a shrug, she then proceeded to turn them around and bend over. Slipping one hoof through the waist and leg-hole, then the other, she pulled them up. The fabric soon grabbed and clung to her thighs as she tried to pull the material over them. Then, with a few tugs and jiggles, she got her butt in as well. They were a little tight, but not too bad. Probably did a great job of showing off her ass with a slight wedgie.

She was just about to comment when a massive jolt shot through her body, making Vinyl cry out and drop to her knees. It was hard to tell if it was pleasure, or pain, but it felt intense. It was like every nerve, every muscle, was burning with energy. Slowly, the sensation shifted, feeling like it was moving through her body. First, her fingers and hooves returned to normal. Then ears and lips. It slowly faded from her head and limbs. However, the tingling remained in her nipples and in her crotch.

Eyes closed, Vinyl started panting. She had never felt so horny in her entire life. She needed release. Reaching with one hand, she grabbed one of her breasts and gave a squeeze before tugging the bar through her nipple. The other reached down between her legs, pressing a finger against her clit and another into her pussy. The nub felt larger and more sensitive than normal, and her sex -- even dripping wet -- was tighter than it had been in years. In fact, it felt like it was getting tighter and tighter, pushing her fingers out until she could not get them in anymore.

Something thick and warm touched her hand, sending a fresh tingle of pleasure through her body. Adjusting her hand, she wrapped her fingers around the length and began stroking. With each pump, each thrill, it felt like the thing got larger, longer, thicker. Each growth, each twitch, sent more pleasure through Vinyl. Her lust-addled brain could only think about one thing: wanting more.

After giving one last pull on her nipple piercing, she reached down with the now free hand to grab the base of the shaft. She gripped it as best as she could, the thickness to great for her fingers to encompass it fully. Still, she pumped up and down as fast as she could, stroking from base to ring while the other rubbed at the top.

A cry escaped from Vinyl as her body was again racked with pleasure. The length in her grip swelled and twitch, each one sending new thrills through her body. There was a scream as something shot out of the tip, some of it running down to Vinyl's hand as well.

When the twitching and sparks of pleasure finally ended, Vinyl collapsed on the floor, panting heavily as she laid on her back. She could see the bright blue cock between her legs, the shaft resting on her stomach as cum continued to drip from the tip. Slowly, she looked around, catching sight of the streaks of seed that had shot everywhere, including across the face of a rather shocked and furious Octavia Melody.

Vinyl Scratch had to tell herself -- repeatedly -- not to laugh, or she would be killed.

"Are you alright?" Rarity asked, getting Vinyl's attention.

"Yeah," she replied, nodding as best she could. "That was... was awesome. I've never felt anything so intense before."

Rarity let out a small hum as she moved past Vinyl and over to Octavia. Pulling out a handkerchief, she passed it to the gray earth mare, who took it and wiped the Scratch's seed from her face.

"I guess I'll need to make some adjustments," Rarity said as she tapped her chin, still looking at Octavia. "I had wanted to prevent the change from being painful, but I did not intend for it to be so pleasurable. It would not do if the wearer achieved such a reaction immediately if she intended to do more."

"Look at it this way," Vinyl said as she moved to get up, "we'll get to see how fast I can recover." She then grinned. "Besides, I wanted to try that anyways."

"Yes," Rarity said softly, turning to face Vinyl. "Well, why don't you go clean up, and then we'll see about checking some other things."

"Alright!" Vinyl shouted as she ran from the room. "Time see what it's like to piss like a stallion!"

While Vinyl went to experience that, Rarity took as seat beside Octavia. Lighting her horn, she let the glow of her magic encompass the room, collecting the remnants of ejaculate covering the walls and floor, as well as Octavia's clothes.

"A useful spell," Octavia said as she looked at the now clean room. "Dare I ask the necessity?" A smirk tugged her lips as she raised one eyebrow.

"If you are implying that I require a spell specifically for cleaning up male fluids, you are most certainly mistaken. It is more general, and has to do with a sister who likes pancakes, but can be rather messy in her attempts to make such." A slight pinkness crept across Rarity's face. "Although I did find out about this use for it after the incident with Applejack."

"Hm," Octavia said with a nod. "When put that way, I guess I could see the point." She let her gaze turn back to where Vinyl had disappeared to. "Shame I can't use such a spell myself."

"If you don't mind my saying," Rarity said softly, "you and Vinyl do seem like quite the odd couple. She seems very..."

"Exuberant?" Octavia suggested. "Impulsive? If you wished to be less polite, you might say 'uncouth,' or perhaps even 'uncultured.'"

"Don't get me wrong, darling. She seems like a nice mare. It just seems like she has more in common with Rainbow Dash than you or I. I mean she is a DJ and very much seems to like being... 'street' I think the term is. Whereas you are a cultured and upper class mare who plays classical music."

"No offense is taken," Octavia assured. "It is merely curiosity after all. I understand how it can appear from the outside, and sadly have heard far worse from far more judgemental ponies. Despite how she can come across -- especially when caught up in her enthusiasm as she is now -- she is a very caring and understanding mare. Vinyl has been there for me through some rather rough times, and is always willing to lend aid. Or at least an ear. She is willing to help me with my music. Plus, she is passionate. I may not always enjoy her electronic music, but I do love the passion I see in her when she's making it. I have even helped her with it a little myself."

Rarity smiled and gave a nod. As different as she was from some of her own friends, they did have commonalities and got along well. She could not really see herself romantically involved with one, such as Pinkie Pie and Applejack now were, but it was easy to imagine another pony getting caught up in the passion and excitement they had. More so if it was a shared interest.

The smile grew smaller as she looked down at herself. Oh how she wished there was a pony in her life to share it with. Especially with a foal on the way. Applejack would be a great father, and her friends and family would certainly be there for her, but it would not really be the same as having a husband or even a boyfriend to share it with.

The sound of hooves running echoed through the room as Vinyl Scratch came in as fast as she could.

"Hey, Tav," she shouted, "check it out!" Raising her arms above her head, she stretched her body out. She then started gyrating her hips. With practiced ease, she raised and lowered them while moving from side to side, making a circular motion. With each gyration, the blue shaft spun in a circle, swinging around and around.

Octavia let out a sigh and rolled her eyes.

"Yes, Vinyl. That's very impressive."

"And check it out." Stopping her spinning, Vinyl grabbed her penis and lifted it up. She then brought the other hand to her sac, pushing it forward. "I got blue balls!"

"Yes," Octavia huffed. "Very droll, Vinyl."

Letting her new male parts go, Vinyl made her way fully into the room and sat down.

"So, how long is this thing supposed to last?" she asked.

"As long as you're wearing the underwear," Rarity answered. "You should revert back as soon as you remove them. Now, your amusement aside, how does it feel having one?"

Shifting in her seat, Vinyl got more comfortable. She looked down at the soft shaft, now resting against one of her pale white thighs.

"Kind of weird," she answered.

"Care to elaborate? Something I might need to correct?"

"No. Nothing like that. I mean, as fun as this is, and as cool as it is, I still have this massive cock and balls attached to me. It doesn't hurt or anything, but I can feel it kind of pulling on me. I mean, I have, like, a couple pounds suddenly dangling between my legs. It takes some getting used to."

"But there's been no actual problems?" Rarity asked.

"Nah." Vinyl turned to Octavia and smirked. "But we haven't fully tested it either, have we?" She waggled one of her eyebrows.

"Yes," Rarity said, letting out a small cough. "Well, now that you seem calmer and have cleaned up, how about we get a few shots of you with your penis?" Getting up, she reached for the camera.

"Oh," Vinyl called out. "Before we get serious about this, there's one I want you to take for me."

"I suppose one special request couldn't hurt."

"Awesome," Vinyl cried out before turning around. Facing the couch with her back to the room, she lifted one leg. Reaching back and down, Vinyl took a hold of her sac and pulled it back. Keeping it in place, she lowered her leg, finally releasing her grip once her thighs had trapped the sac in place. The round bulge of her bright blue nut sac, framed by the creamy white of her thighs on three sides, and the pale blue of her underwear on the fourth. Vinyl shifted to look over her shoulder, smiling.

"Seen this in a couple magazines and some drawings," she said. "Thought it would be neat to have."

With a shrug, Rarity lifted the camera and crouched down. She focused on the panty covered rump, shapely thighs, and centered on the sac. It was a rather odd pose, but not without some benefit. The stretched skin and legs gave a sense of size for Vinyl's testicles, which looked to be above average when compared to a stallion. It also gave her a view of the underwear while fully worn. It was typical to show the back of an outfit after all, undergarments included.

"I would like to take another in the same pose without the... prominent display of your... testicles," Rarity said.

"Sure." Vinyl lifted one leg slightly and reach down. With a quick, single pull, the sac disappeared from Rarity's sight before the thighs closed again. It now simply looked like the backside of a regular mare in a pair of cute boy shorts.

With that, a second round of photos, with Vinyl Scratch posing, began in earnest. Many of the shots were mirrors of the one they had taken prior to the transformation. The big difference was that now the flaccid stallion penis and testicles were prominently displayed for any and all to see, most often resting against one of Vinyl's thighs. Not only did it show that it was real, but the size of the shaft against the thigh gave a sense of proportion to it, an idea on how large it was in the softened state.

"Maybe we should get it hard again," Vinyl said. "Get a couple shots like that. Let everypony know how big, thick, and impressive it can really be!"

Rarity considered it a moment. There was no real reason to do so. After all, the point was to test the underwear to see if they worked -- which they did -- and gather information for final adjustments (which she decided were certainly necessary) as well as photographic evidence for when the garment was marketed. Alternatively, seeing the full size may garner some interest in the outfit for the "size queens." Although... would all mares who wore them have the same size, or would it vary as it did with stallions?

Still, it could not possibly hurt, could it?

"I suppose a few would be helpful," she said. "Go on then, get it up."

"I'm not a horny teenager," Vinyl said, getting a derisive snort from Octavia. "I can't get it up and ready like that. I need some... stimulation." With a grin, she turned to look at Octavia. "Fortunately, we have a very stimulating mare right here. Mind giving me a hand? Or more?"

"If Rarity has no objections?" Octavia asked, looking boutique owner curiously.

"No," Rarity answered. "I'll just leave you two alone and let me know when you're ready."

"No, stay," Vinyl called out. "Maybe even get a few... action shots."

A bright blush spread across Rarity's face as she looked from Vinyl to Octavia and back.

"This... is a rather... intimate activity. I am certain that neither of you would want me to watch... whatever you decide to do."

"I don't mind," Vinyl said with a grin. "I've always wanted to try something in front of an audience before. Tav?"

Standing up, Octavia pulled her hair back and undid the bow around her neck. Her fingers then slipped down to the front of her shirt as she quickly undid each of the small, white buttons, one by one.

"I have no objections," she stated. "Although if you are uncomfortable with the idea, I can call you once Vinyl is erect."

The blush vanished as embarrassment gave way to shock. Eyes, wide, she stared opened mouthed at Octavia, who had pulled off her blouse and was busy undoing her bra.

"Are you telling me that you have no problem with a mare watching you... do... whatever you're about to do?"

Removing the bra, Octavia exposed her large gray breasts and erect black nipples. Her purple eyes flicked to Rarity before looking away again. Bright pink spread across her own muzzle this time. She gave a small cough.

"I... may have a bit of an exhibitionist streak," she admitted. The blush grew brighter. "Don't tell anypony else but..." Leaning in, she continued in a whisper. "One time, when Vinyl was working at the club, I was under the table, performing oral sex on her."

"Oh my," Rarity cried out, eyes wide. It was such a shocking thing to imagine: Octavia Melody -- renowned classical cellist, and a very prim and proper mare -- not simply at a night club, but hiding under the table of the DJ booth. Her dainty hands and long, delicate fingers stroking up along the back of those toned thighs, gripping and squeezing that shapely ass. Was Vinyl wearing a skirt that just needed to be lifted? Shorts that had to be pulled down? What about underwear? Had Vinyl worn those? Did Octavia have to pull them down, or simply to the side? Did Vinyl squeak and moan as she tried to talk between songs?

What is wrong with me? Rarity thought, giving a shake of her head. Why had she been fantasizing about Octavia licking Vinyl while hidden under a DJ table at the club? More importantly, why did it turn Rarity on so much? Her panties were practically soaking.

"So, how do you wanna do this?" Vinyl asked.

"Sit on the edge of the couch and spread your legs wide," the now topless Octavia said.

Stopping in front of Vinyl, Octavia sat down on her knees, the black pants pulling taut around her butt as it rested on her legs, and tail flagging high and to the side, as if presenting to a stallion. Reaching up, she placed her hands on Vinyl's knees, then stroked up along the inside of her thighs, leaving raised furrows in the creamy white fur. The long, slender fingers reached the base of the shaft, then stroked down to the sac, caressing it and its contents gently. One hand moved to cup the sac, feeling the weight of it, while the other moved up to the base of the shaft. Wrapping her fingers around the length as best she could, Octavia slowly stroked up toward the medial ring while point the length toward him. Leaning forward, she brought her mouth to the head of Vinyl's magic penis. Closing her eyes, she gave the tip a gentle kiss on the slit. Her tongue slipped out from between her lips and traced over the top, getting a slight moan of pleasure.

As this was all happening, Rarity had just been standing there, staring. Her mind reeled as she tried to process what she was seeing. Some portion of her felt embarrassed, as though she were some sort of petty voyeur, spying on an intimate moment. Although it was not really spying, seeing as both knew she was here and it was her boutique and home this was all occurring in. Still, she felt that it would be proper to leave, and let the two enjoy themselves in private.

For some reason, however, she could not. While she wanted to leave, she found herself unable to do so. She was able to move to one of the other seats and drop down into it, but she could not look away from the sight happening in front of her. As she watched, her tongue slipped out to lick her lips as one hand drifted down the hem of her skirt to stroke her knee and lower thigh.

Opening her mouth, Octavia pushed forward, taking the head of Vinyl's cock into her throat. After pushing forward more, Octavia suddenly yanked back, coughing heavily.

"You didn't get very far," Vinyl noted.

"You know perfectly well I have no experience with this," Octavia growled in a rough voice. "We haven't all 'experimented' with stallions and mares of various races."

Lifting her glasses, Vinyl's eyes narrowed as she gave a smirk.

"Well maybe we can borrow these again some time, and you can wear them. That way I can show you how it's done and you can enjoy what it's like." She then gave Octavia a wink.

Octavia rolled her eyes and gave a snort, but said nothing. Instead she returned her attention the task before her. She gave the sac a gentle squeeze, massaging the testicles and feeling them against her palm and fingertips. Her other hand slid up the length of the shaft, stroking across the medial ring. When she felt the length twitch at the motion, a small smirk tugged at her lips. She stroked across the sensitive ring again, watching the shaft react and hearing a faint moan of approval from Vinyl. Leaning forward again, Octavia brought her mouth toward the head and slipped her tongue out. Pressing the tip against the underside of the crown, she gave it a long, slow, lick. This was followed by another, then a gentle tracing along the edge of the crown.

There was a sense of satisfaction as the length swelled and twitched. A clear liquid even began to leak from the tip. Octavia wiped it off with a finger, which she then licked clean.

"I believe she is ready," she said as she pulled away.

Rarity managed -- if barely -- to pull her hand out from under her skirt before the other two looked in her direction. She could not believe how wet she was. Her panties were absolutely soaked to the touch. What was wrong with her? She had just watched Octavia perform oral sex on Vinyl's magic penis, and the sight had turned her on.

Celestia, she was horny and in need of some relief. Not just her hand or a toy either. She needed a proper fucking.

The fact she was willing to use that word -- even if just in thought -- was a sign of how badly she needed it.

Pushing the thought aside, she grabbed her camera and moved to get a few pictures. The main focus was of Vinyl's now erect shaft. While by no means near the size of Applejack's while under the influence of Poison Joke and Heart's Desire, it was most certainly impressive. The shaft stood tall and thick. It throbbed steadily, pulsing with Vinyl's heart and -- Rarity imagined -- desire. Its tip glistened with saliva and pre.

Rarity's mouth was watering.

She had to ignore the desire, however. Such desires was how she had gotten into her current situation in the first place. Besides, even if she was willing to give in to such temptations, this was the romantic and sexual partner Octavia's. She would never knowingly have sex with a pony that was in a relationship (a qualifier she hated that she now had to add after her past mistakes), whether it was with a friend or not.

Although a thought did cross her mind. One that was rather naughty at that.

"I believe we have enough photos," she said as she set the camera down. "Now, if you would like, there is one last test you could perform."

"Oh?" Vinyl and Octavia both said, turning to look at Rarity with matching raised eyebrows.

"Dare I ask what kind?" Octavia said.

"Well, technically it would be two," Rarity said. Now that the attention was focused on her, she felt rather nervous. "However, they are somewhat interconnected, that only one would properly needed to be done in other for me to check on the other. Keep in mind, while I am certain that there are mares who -- like Vinyl -- may simply enjoy the novelty of having temporary male genitalia, the underwear are primarily created for... sexual purposes."

"Yes!" Vinyl cried up, jumping up and making her penis and breasts bounce in the process. "This is the awesomest day ever!"

"Are you actually suggesting that Vinyl and I have sex?" Octavia asked, eyes wide.

"...yes?" Rarity answered slowly.

Well she was in it now, may as well commit.

"If it's something you are uncomfortable with, then you don't have to," she stated. "As I said before, this was created for sexual purposes. To that end, it would be beneficial for the user to have some stamina and endurance. It would not do if she were to have a 'hair trigger,' as it were. No pony involved would be satisfied by orgasm at penetration."

"Yeah," Vinyl agreed, her gaze looking up toward the ceiling.

"What's the second test?" Octavia asked.

"Whether or not the mare using it can get a pony pregnant," Rarity answered.

"Woah!" Vinyl shouted, throwing up her hands. "Woah, woah, woah, woah! I love Octavia, but I'm not ready to be a mom." She shifted. "Or... a dad..." She shook her head. "Whatever. I'm not ready to have a kid yet."

"Nor am I," Octavia agreed.

"Now hold on," Rarity cut in. "There is no need for anypony to get pregnant. Plus, I would prefer not to wait months to know if it worked or not. Really, all I need is a small amount of ejaculate that can be tested for sperm. Just enough to put under a microscope."

Picking up the camera, she turned toward the doorway.

"I will give you two a few minutes to discuss the matter. If you decide to, let me know, and I shall be certain to busy myself elsewhere until you two are finished."

Once out of sight, Rarity pressed against the wall shared with the room and leaned toward the doorway. Breathing slowly to keep quiet, she perked her ears to listen to the couple.

"I don't see why she had to leave us to discuss it," Vinyl said. "We're totally going to do it."

"Really?" Octavia asked, turning to look at the other mare with a raised eyebrow. "So, I do not get a say in the matter, despite being involved in the act?"

Stepping off the couch, Vinyl moved over to Octavia. Wrapping her arms around the gray mare, Vinyl pressed against her. The cock twitched, rubbing against the soft fur of both of them. One arm wrapped around Octavia's waist, holding her close, while the other reached down to grip the soft black tail, stroking the long hair gently. Leaning in, Vinyl gave a gentle kiss on the nose.

"You know I don't mean it like that."

"Yes," Octavia said, "and I get you're excited at the prospect of feeling what sex with a functioning penis is like. However, I will not let you get so caught up in your interest, that you forget that you are not the only one whose feelings and opinion matter. Even if you are correct in your assumption, you should not be making one to begin."

Leaning back, Vinyl grinned.

"So you do want to, huh?"

With a sigh, and roll of her eyes, Octavia lightly swatted at the other mare.

"I may not be as enthusiastic about as you, but I am interested. Keep in mind, I have never been with a stallion before. As such, I am kind of curious what it would feel like." Moving closer, Octavia wrapped her own hands around Vinyl. "The fact that it gets to be you -- somepony I love and trust -- makes it all the better." She then leaned in and kissed her fully.

Pulling back, Octavia's eyes narrowed as she smirked.

"But you're still going to have to make it up for me before you earn the right to penetrate me with your shaft."

"HEY RARITY!" Vinyl Scratch shouted. "We're going to have sex in here!" She then dropped to her knees, grabbing a hold of the front of Octavia's pants.

From her spot by the doorway, Rarity leaned from the opening. Hoping it was sufficient, she called a small amount of magic. The aura engulfed her horn as she summoned a hand mirror. Leaning toward the doorway, Rarity held out the mirror, letting her see into the room and watch the couple.

In the room, Vinyl was crouching in front of Octavia, having already pulled her pants down. A grin spread across the crouching mare's face as she looked at the hot pink thong now in front of her. Gripping the back of Octavia's thighs, Vinyl slowly stroked up along them and toward the mare's butt. White fingers gripped the gray cheeks, giving them a squeeze and getting a slight moan of pleasure. She then traced up along the soft flesh, slipping her fingers into the back of the waistband. As she tugged the underwear down, Vinyl kept her attention on Octavia's crotch, watching as the black nether lips were revealed.

"Hold on," Octavia said as she placed one hand on Vinyl's shoulder. "Let me sit down before we continue." Bracing herself, she stepped out of the now discarded clothing before moving to sit down on the couch. A smirk spread across her own face as she leaned back and spread her legs. One hand slipped down, a finger taking a hold of the ring attached to her clitoris.

"Come on then," she purred. "Show me how much you want it."

A small chuckle escaped Vinyl as she crawled toward Octavia, licking her lips at the sight of that pierced pussy. Grabbing a hold of Octavia, Vinyl pulled her forward, getting a yelp as she brought the other mare closer to the edge of the couch. Vinyl pushed her head between Octavia's thighs, biting the inside of one and getting a gasp in response. Adjusting her grip on the toned, shapely legs, she slowly kissed her way up along the inside.

Just as she was about to reach the prize ring, Octavia reached down and grabbed the top of Vinyl's head, stopping her.

"It seems we have an audience," Octavia whispered. "What do you say to giving them a proper show?"

"What do you have in mind?" Vinyl whispered back, looking up at Octavia over the top of her glasses.

With a wink, Octavia let go of Vinyl's head and pulled away, sliding further back onto the couch. She then laid on her side, lifting one leg up and placing her hoof on the headrest. The pose left her spread wide, exposing the black lips, golden piercing, and even a bit of pink of her sex. She then flexed her lower muscles, giving Vinyl a "wink."

Vinyl grinned, taking off her glasses and setting them aside. Climbing onto the couch as well, she laid on her stomach, once more putting her head between Octavia's legs. Again, she brought her mouth to the inside of the thigh, giving a nip before kissing her way up toward the waiting female sex. One hand slipped back to grip Octavia's butt and give a squeeze as Vinyl finally reached her destination. Her tongue flicked out, running over the clit and flicking the ring piercing it.

From her spot on the other side of the wall, Rarity watched as Vinyl began to lick at Octavia's private regions. Despite having been told, she was still surprised to see the glisten of metal there. A bright blush flooded across the mare's cheeks, turning them cherry red in color. She could not believe herself. Here were two ponies engaging in an intimate, private act, and she was watching them. Spying on them. Like some sort of... perverted voyeur.

Yet that was not the worse of it.

One hand was between her legs. She had rubbed up along her own thighs the way Vinyl did with Octavia. Now, as she watched one mare orally pleasure another, Rarity had her hand under her skirt. Her own fingers pressed against the crotch of her panties, rubbing the fabric against her sensitive folds as she teased and toyed with herself through the material. She could feel the garment getting soaked with arousal.

Worst of all was how she felt about it. Rarity knew that she should feel ashamed and embarrassed. After all, she was spying on two ponies -- one of whom she thought of as a friend and who trusted her -- in an intimate moment, and she was pleasuring herself to the sight. It was a terrible thing for her to do, inappropriate and most definitely unladylike. Yet all she felt was a desire for pleasure, for release, for sexual gratification.

She was horny as fuck.

Vinyl's tongue stroked along the dripping nether lips, collecting the delicious feminine fluid that escaped. Reaching the clit-ring, she gave it a flick, running across the sensitive nub in the process. A moan of pleasure escaped from Octavia, sending a thrill of pleasure through Vinyl that made her cock twitch and leak pre. One hand grip the other mare's shapely ass, spreading the cheeks slightly so Vinyl could press a finger against Octavia's tight little (well... not that tight) asshole. The penetration got a fresh moan of pleasure, which got another twitch of excitement.

A hand grabbed the top of Vinyl's head, fingers brushing through the thick mess of hair. It then slid down, moving forward. Reaching Vinyl's horn, Octavia wrapped her fingers around the length, stroking along it gently. While not as sensitive to it as most unicorns seemed to be, it did still thrills of pleasure through Vinyl. Her eyes closed as she pushed into the touch, letting out a moan of her own. A small push down, however, reminded her of what she was supposed to be doing.

Pressing her mouth against Octavia again, Vinyl pushed her tongue forward, sinking into the warm wet depths. She pushed as deep as she could reach, tasting the sweet feminine fluids. As she did, she pulled the finger back, slipping out of the tight ring easily. She then thrust it back in, forcing her way deeper as she pulled her tongue out of Octavia's pussy.

The cry of pleasure hid the sound of Rarity's. Bringing a hand up to her mouth, she covered it try and muffle the sound of pleasure. Between her legs, one finger continued to grind the soft silk of her panties against the sensitive nub of her clitoris. Her eyes shut tight as she tried to keep quiet. She continued to press and grind, working to hard to keep the tingles of pleasure lasting as long as she could.

It had been the best orgasm she had experienced in a while.

"Okay," Octavia panted out, pulling Vinyl away from her sex. "I think you've made up enough for your mistake." Her eyes narrowed as she smirked. "Now we can get to the part we've both been waiting for."

A wide grin spread across Vinyl's face, her cock throbbing with excitement and letting out a spurt of pre. Raising herself up onto her elbows, she moved her way up above Octavia. As she did, Vinyl ran her breasts along Octavia's body, the soft fur teasing and tickling her nipples. Similar tickling was running along Vinyl's shaft as it ran along the inside of Octavia's leg, making its way toward the waiting vaginal lips.

She could not wait to find out what it was like to have sex with a real cock in an actual pussy.

Moving further forward, she stopped as she felt the head touch the lips.

"Ready?" she asked.

Getting a nod from Octavia, Vinyl shifted her weight to balance on one arm. Reaching down, she gripped her length just behind the head and lined it up with the opening. Vinyl Scratch then pushed forward, pressing against the lips as she slowly felt them part around her. A moan escaped the both of them as the thick tip made its way into the warm wet depths.

Biting on her hand, Rarity continued to watch what was unfolding. Pulling her panties to the side, she pushed her fingers into herself as she watched Vinyl penetrate Octavia. The digits sank in to the knuckles easily as she buried them as deep inside as she could reach. Oh, how she wished she had a real cock to feel her like that. A strong, well-built stallion to pull her close and fill her. To touch her, to tease her, to fuck her to exhausted pleasure.

Maybe she could conjure one of her dildos and... no. That would be far too risky. Even if she managed to summon it without being noticed, it would be impossible to explain if she got caught. Her fingers would have to do. Fingers that while quite skilled at many things, were far from sufficient for filling the need she felt.

Vinyl was lost in pleasure as she buried herself as deep in Octavia as she could. It felt incredible. Way better than using a strap-on. She could feel how warm it was, how wet, how tight. She could not tell if it was her heartbeat or Octavia's but Vinyl could feel a pulse passing between the two of them. She could understand why guys enjoyed this so much.

Reaching up, Octavia grabbed a hold of Vinyl, digging her fingertips into the other mare's back. Pulling down with her earth pony strength, Octavia pushed up. Her breasts presses against Vinyl's, nipples rubbing against each other. Octavia found Vinyl's mouth, kissing hard and slipping her tongue into it. The action caused Vinyl to tense in surprise, the length swelling and throbbing all the more.

Unable to resist any longer, Vinyl pulled back. And wow did that feel intense. Not only did Octavia's walls seem to get tighter, like they were trying to keep her cock inside, but the movement caused the underside of her flare to be rubbed. Between it and the ring, the pleasure was incredible.

Vinyl now understood why some guys went off so quickly.

Fortunately for both her and Octavia (and Rarity), Vinyl did not cum just yet. Instead she was able to keep going, pulling back until the medial ring slipped free. After a brief pause to collect herself, she pushed forward again.

For her part, Octavia Melody was lost in pleasure. The erection inside her, moving back and forth, stroked her walls and sent thrills throughout her body. It felt so different from the strap-ons she and Vinyl sometimes used. She could feel it giving off its own warmth, not just feeling warm from her body. It also had ridges, and curves, not like the smooth, slick surface of the toys. Most of all, it was a part of Vinyl, a real, flesh and blood piece of the mare she loved that was inside her, not an artificial substitute.

That was what made it better for her.

Keeping a tight grip on Vinyl, holding her close, Octavia moved her hips. She shifted against the motion above her, pulling back as Vinyl did, and pushing forward for the same reason. She could feel herself squeezing down with each pull, trying to keep it inside her. Her eyes were closed tight as she held onto the other mare, letting the sensation of their actions flow through her.

Panting from her spot, Rarity worked to masturbate herself. Her palm pressed against her vaginal hood, grinding to tease the sensitive nub of her clitoris underneath. Her fingers worked back and forth, sliding in and out of her dripping wet folds as she tried to match Octavia and Vinyl's pace. She would push deep as they thrust together, then pull back as they separated.

It was Rarity that reached her orgasm first. Her eyes closed tight as she bit on her hand, trying to keep the cry of pleasure as muffled as possible. Pleasure exploded through her body, spreading out from her twitching depths, through her body, and into her limbs. The feeling caused Rarity's knees to shake before giving out, causing to collapse on the floor and into a puddle of her own juices.

Vinyl was not far behind. Her motions had become fast and hard, giving short, shallow yanks and thrusts. Each forward motion was with building urgency, with need. She felt a tightness in her body, similar to when she was reaching her own release. With one last thrust, she buried herself as deep inside Octavia as she could, crying out in pleasure as she reached her orgasm. Her body tensed as she felt her cock twitch, spurting a massive load of cum.

A grunt escaped from Octavia as she through her head back, eyes rolling up. Oh Celestia, she could feel it. Not the actual cum filling her -- at least not that she could be sure of -- but she could feel every twitch, every pulse, every flare and throb. Octavia could especially feel the flare and medial ring pressing against her walls, locking the shaft in place inside her.

Vinyl collapsed against Octavia, panting heavily as her body went limp. Despite the feeling of exhaustion, she leaned up, giving Octavia a kiss.

A thought suddenly occurred to her. Admittedly, it was a little mean, but seemed fair to her.

Breaking the kiss, Vinyl turned to the doorway.

"You can stop spying on us and come in now!" she called out. "We both know you're there."

Blushing brightly, hand glistening with wetness and fluid running down her legs, Rarity came into the room.