Rarity's Amazing Magic Panties

Coco Pommel let out a sigh of relief as she got home, shutting the door and dropping onto the couch. As much as she loved working at Rarity For You, it could still be pretty tiring. The place could get pretty busy at times, especially when some new outfit was being debuted or an extremely popular event was rapidly approaching (which seemed to be most weekends).

Still, even with all that, she loved it more than anything. Not only did she get to help ponies find outfits they liked and were quite fashionable, but got to make connections of her own with some of the most well-known and influential ponies in the industries (and then some: it was still hard to believe that Rarity had brought Princess Celestia along to see the boutique). Plus, she was allowed to design and sell some of her own outfits as well. Coco's Corner: a portion set aside for her with Rarity's blessing.

Rarity.

One of the smaller benefits of the job, but Coco's favorite. Now that she was working at Rarity's Manehattan boutique, whenever Rarity came to the city, Coco got to see her. At the very least, it would be a few hours as they went over the business, but often Rarity would invite Coco to join her for dinner, or come with her and her friends to some event or other.

Sometimes, when it was just the two of them, Coco would imagine that it was a date. Many times, she would even imagine that Rarity would come home with her for some intimate fun.

With that thought, she turned to the bag at hand. A smile spread across her face as excitement began to build up. Reaching in, Coco Pommel pulled out her latest garment: her own custom made pair of magic panties. They were Tanga style cotton panties, with the main fabric being a lavender purple, and a light red trim to match with her cutie mark.

With her new garment, Coco made her way to her bedroom. There, she quickly undressed, panties and blouse going in the hamper while her skirt and stockings were set aside for tomorrow. Laying back on her bed, Coco lifted up one of her legs, slipping her hoof through a leg hole of her new magic panties. After putting her other hoof through, she slowly pulled them down. As the panties reached her thighs, she lifted herself up just enough to slip the garment over her butt and up to her hips.

As soon as the waistband snapped into place, a tingle of the magical energy began to flow through Coco's body. A moan of pleasure escaped her body as the power began to work on her. With an effort, she was able to keep her eyes open, ignoring the pleasure long enough to watch the change. Before her very eyes, she could see her vaginal hood lifting and pulling back, melting into the flesh around it. The now exposed nub of Coco's clit grew longer and thicker, pushing away from her body.

She wished she had a mirror so she could see the entire change. She was curious to see what it would look like for her lips to close up, or how her urethra would somehow combine with her clit to create a fully functioning penis.

Before long, Coco Pommel was sporting an erect little pink cock, and a cream colored sac.

"Oh, my," a familiar feminine voice purred out. "What a cute little cock and balls you have there."

Rarity stood at the bathroom door, completely naked.

Coco considered a moment and shook her head. That was not right. Rarity had a love of clothes and a flair for performance. As much as Coco would like it, Rarity would not simply show up naked.

Rarity stood in the bathroom doorway, dressed in a dark purple robe with baby blue trim made of silk. Her eyes narrowed as she smiled, stepping out of the doorway. Her hips swayed as she walked closer, rocking back and forth with sensual, hypnotic motion that came so naturally to her. As she approached, Rarity gave a gentle tug of the neckline to expose more cleavage before reaching down to undo the sash, letting it slip away. The robe fell open, then slid off Rarity's shoulder, falling to the floor.

There Rarity now stood, wearing a pair of stockings and a pearl necklace with a single diamond resting between her breasts.

A thought occurred to Coco: her mental image of Rarity was slightly out of date. After having Winter Gem, Rarity's body would look a little different. Her hips would be wider, and they and her thighs and butt would probably be thicker. Similarly, Rarity's breasts would be larger as well. Especially if she was nursing. Then, not only would she be larger, but still lactating as well.

Something that Coco would have to keep in mind for other fantasies.

Rarity continued to move closer to the bed and Coco, stopping right in front of the transformed mare. Leaning down, she placed her hands on Coco's knees, giving a gentle squeeze before slowly pulling the legs apart. Rarity lowered herself more, setting down between Coco's legs. Reaching out with one hand, she took a hold of the small shaft.

Shifting, Coco took a hold of her cock, wrapping her hand around it. Slowly she stroked up to the tip then down to the base.

"Such a cute little cock you have here," Rarity purred out as she stroked Coco's length. "So warm and firm." She gripped it tighter, picking up her pace.

A moan escaped Coco as her grip tightened on her shaft. The length twitched against her palm and fingers, releasing a small spurt of pre.

"Oh," Rarity said as she looked at the small bead of fluid forming on the tip. "It seems that somepony is quite excited. And a little sensitive." Licking her lips, she leaned forward, her breasts rubbing against Coco's thighs as she did. "I bet that just a few licks will send my little Coco over the edge." Nearly touching the tip with her mouth, her tongue slipped out.

She suddenly let go, pulling away to stand up.

Coco released the hold of her shaft, bringing her hand up to clean the fluid from her fingertips. She gave long, slow licks, savoring the first taste of her own masculine produced fluid. Once her fingers were thoroughly cleaned, Coco reached up to her bedside table and pulled the drawer open. Pushing the dildo aside, she pulled out the bottle of lubricant and rolled onto her back. Opening the tube, she began to pour the gel into the palm of her hand.

"That's not what we are here for tonight, however, now is it?" Rarity asked as she climbed onto the bed. One hand reached down to take a hold of Coco's shaft as Rarity moved above her, straddling her waist. Raising herself more, Rarity spread her nether lips as she pointed the cock head at her feminine opening.

Rarity then started to lower herself, letting out a moan as the head of Coco's shaft began sinking into her.

Coco placed the lubricant covered hand around the top of her cock, letting out a moan as she gave a squeeze. Slowly, she stroked down, imagining herself penetrating Rarity's warm wet depths. As she reached the base, she gave a tight squeeze.

As Coco's shaft became fully buried, Rarity's walls clenched tight, squeezing the length.

"Oh, this feels nice," Rarity moaned out. She began to rock her hips back and forth. "It has been far too long since I've done this." She then looked down at Coco and smile. "And you really deserve to have some fun like this too, darling."

She then started to raise herself up.

Eyes closed and head tilted back, Coco stroked up along her shaft. The movement of her hand over her medial ring sent a thrill of pleasure through her body. Her movement stopped as she reached the flare, she gave another squeeze, rubbing back and forth along the sensitive edge. After a second of teasing the head, Coco started to stroke down again.

Reaching the top of Coco's shaft, Rarity squeezed down and rotated her hips, teasing the head with her warm wet walls. Rarity then pushed down again, working back to the base and squeezing before sliding up again. With each stroke, she picked up her pace, moaning in pleasure each time she thrust downward.

Coco's hand slid up and down her shaft, stroking faster and faster as she worked from base to tip and back. With each pump, she imagined that Rarity was on top of her, riding her cock. She could practically see those beautiful big breasts bouncing up and down with each movement, small droplets of milk occasionally leaking from the nipples. Oh, how she wanted to touch them, to squeeze them, to lick and suck on them and drink Rarity's milk. She also wanted to grab Rarity's ass. To squeeze it, spank it, bite it. She would love to even watch it bounce up and down, jiggling with each movement.

The mental image and new experience were quickly becoming too much for Coco.

"I'm... I'm gonna cum!" she cried out.

"Go ahead," Rarity said as she continued her riding. "No need to hold back on my account."

Clenching her teeth, Coco's hips pushed up as her body tensed, reaching her orgasm. She continued to stroke her cock, feeling the length throb and twitch against her hand. Warm, thick fluid spurted onto her stomach before running down the shaft and covering Coco's fingers.

When the orgasm passed, Coco slid her hand up over her softening shaft, and let out a small hiss. The head of her shaft, which was the most pleasurable spot for her to tease and stroke, was now almost painful to touch. Opening her eyes, she looked down at the softening shaft as it laid on her stomach, a small amount of male cum leaking from the head onto her cream colored stomach.

The male orgasm was...okay. It did feel good, and seemed to come faster than when she masturbated normally, but it was all over, so quickly. As much as she enjoyed the feeling, it passed in mere seconds. And honestly, she did not feel completely satisfied. Plus, even if she wanted to, do it again so soon was not an option.

"Well, that was fun," Rarity said as she moved up off of Coco and stood up. A small amount of the cum leaked out from the lovely white nether lips. "Now, take off the panties."

Slipping her thumbs into the waistband, Coco Pommel lifted her hips and pushed her underwear down. As they slid down her thighs, Coco's softening shaft continued to get smaller and smaller, leaving a trail of fluid along her stomach and crotch as it returned to her feminine parts. By the time the panties were at her ankles, Coco's cock had disappeared and she had her nether lips and sensitive nub once more. Pulling the garment free of her legs, she let them drop to the floor.

Rarity produced a pair of her own and quickly slipped them on. Before Coco's very eyes, Rarity's crotch began to change, shifting from a pair of beautiful white vagina lips giving away to a sac as a large, thick, throbbing, purple cock formed.

"Now," Rarity ordered, "roll over onto your stomach. Legs tucked under you."

"Why?" Coco asked as she rolled over onto her stomach. Pulling her legs up under her, she tucked them against her stomach, raising her rump off the bed and into the air. Her tail lifted up high and flagged to the side, exposing her plot and vaginal lips. Reaching to her bedside table, she now pulled out the large purple dildo with a trio of lozenge cut diamonds on the white "sac" base. With the toy now in hand, Coco grabbed the bottle of lubricant and began applying it to the tip.

"So I can breed you, darling," Rarity said. Moving closer, she reached out, placing a hand on Coco's bottom and stroking along one of the cheeks. Her horn started to light up before a spell poured into Coco's body. "Now that I can have a penis of my own, I am able to impregnate other mares with my offspring." She reached out with her other hand, stroking the base of the tail. "As such, I have decide that you, my dear little Coco, shall be my first broodmare."

Her eyes narrowed as she licked her lips, her cock throbbing as pre started to leak from the tip.

"I believe that you shall give birth to a great many lovely little foals for me, won't you?"

Coco started panting in excitement, her face taking on a bright red as she blushed. The idea of being bred -- impregnated -- by Rarity, of carrying those beautiful foals, it sent a thrill of fresh arousal through her. The image of herself, belly swollen with new life and breasts leaking milk, filled her mind. Not just once either, but again and again. Each time she had given birth and recovered, Rarity would breed her again, and again, and again.

The idea had Coco dripping with arousal.

A firm slap on her rump caused Coco to jump, letting out a yelp of surprise.

"My," Rarity purred out. "You seem to love the idea, don't you?"

Coco nodded, ears pinned back as her blush grew brighter.

"Well then," Rarity declared, "no reason to wait, now is there?" Taking a hold of Coco's hip in one hand, she placed the other on the thick shaft between her legs. Aiming the tip, she moved forward, lining the head up with the waiting, dripping vaginal lips.

Shifting around, Coco brought the lubricated dildo behind her. Closing her eyes, she brought the tip against her vaginal lips, stroking along the opening. Taking a deep breath, she pulled the toy forward, pressing the head against her as it started to sink in.

"Oh, my," Rarity moaned out as she continued to pushed forward. "You are quite a tight and wet little mare, Coco." Leaning forward, she pressed her body down against Coco's. "I am glad that I chose you to be the first I penetrated." She leaned closer, her breasts pressing against Coco's back as Rarity's lips nearly touched an ear.

"And I look forward to filling you with lots of fertile seed, my little broodmare," Rarity whispered before nipping the ear.

She then gave a hard thrust, burying herself as deep inside Coco as her cock could reach.

Coco shoved to toy as deep into her as she could. A cry escaped her as she suddenly reached orgasm. Her body tensed as pleasure shot through her, making her muscles twitch and stars flash before her eyes. She could feel her inner muscles tensing, clamping down on the thick shaft and stroking it, trying to pull it deeper into her body.

Rarity's grip tightened on Coco, holding the other mare in place. Her hips rocked back and forth, grinding her hips against Coco's rump while making the thick, warm cock shift and move inside the warm, wet, depths.

"Climaxing already?" Rarity asked as she continued her grinding. "And here I thought it would be a while. Especially after your male climax." She gave a hard shove, causing Coco to cry out in pleasure. "You must be quite excited at the prospect of my impregnating you."

"YES!" Coco cried out. "Fuck me! Fill me! Breed me! Make me swell with your foals! I WANT IT! PLEASE!

Rarity's eyes narrowed as she gave a small smirk.

"Well then, who am I to decline such a desire?"

Tightening her grip on Coco, Rarity pulled her hips back. Her shaft tugged at the walls as it slipped free, sliding out until the medial ring tugged at the inside of the lips. She then gave a fast and hard thrust forward, sinking back in to the base. Her hips slapped against Coco's rump with an audible slap, causing the penetrated mare to moan out as she was pushed forward.

Before Coco could even recover, Rarity was pulling back again and thrusting forward again.

"You're loving this, aren't you?" Rarity asked. "You want to be fucked and filled. To be bred. You want to be my little cum loving slut, don't you?"

"Yes," Coco whimpered out.

"Louder!" Rarity ordered. She gave an extra hard shove of her hips, pulling Coco back as she did.

"YES!" Coco shouted. "I'm your cum slut. Your broodmare. Your bitch! I want you to take me. Claim me. Make me yours. I want you to fuck and fill every hole of my body. Knock me up and use me until I can't move any more. Until I pass out from pleasure. Then keep going. Fuck my unconscious body until you're satisfied. Just keep giving me your beautiful cock, Rarity. I'll do anything as long as you keep fucking me!"

"I must say," Rarity purred, "you seem to become quite the submissive little slut when you get worked up, don't you." She grabbed a hold of one of Coco's breasts, giving a squeeze and causing a moan. "I must admit, a part of me -- a rather large part --" she gave a thrust, her shaft throbbing "-- is quite thrilled --" she gave another thrust "-- at the idea."

Coco could only grunt out. Her mouth hung open as she started panting. She tried to say something, but only animalistic noises escaped.

Reaching down, Rarity pushed a finger against Coco's clit.

"No reason to stop now. Cum for me, Cum Slut Coco."

Throwing her head back, Coco Pommel screamed out in pleasure as she reached her climax. Her entire body tensed as everything went white. Pleasure shot through her entire body like lightning, striking her pussy and brain, and radiating out into every part of her. Her walls clenched down hard, muscles squeezing as tight as they could. Feminine fluid squirted out from her sex, spraying against the inside of her legs, her hand, and soaking the sheets beneath her.

"Just what I needed," Rarity declared as she buried herself one last time. "Get ready, my little broodmare. I'm going to fill you with plenty of fertile cum. Make you nice and pregnant."

Before her orgasm had completely ended, another one shot through Coco. Her body collapsed as her limbs gave out, moaning as pleasure wracked her body. She shifted and squirmed on the bed, fluid squirting from her sex and even forcing the toy out of her body.

*****

The sound of knocking woke Coco Pommel up. Blinking the sleep from her eyes, she got and headed toward the door.

"Just a second!" she called out as she walked through the apartment. A yawn escaped her as she gave a shake of her head. What time was it? Why was somepony knocking on her door at whatever time it was?

Opening the door, Coco saw the familiar pink face of one of her neighbors. The other earth mare was dressed in her typical attire of sleeveless shirt, sleeves, jeans, leg warmers, and pacifier necklace. Blue eyes looked at Coco, then down at her body, then back up at her face again.

"Pacific?" Coco asked, blinking sleepily. "What's up? Everything okay?"

"That's what I was coming to ask you, actually," Pacific Glow answered. "Azure said she heard what sounded like screaming from your apartment earlier. Thought I'd check to see if you were okay before called the cops and they busted your door down or something." Glow's gaze flicked down over Coco before looking her in the eye again.

"So you okay?"

A blush formed across Coco's face. Her neighbors -- or at least one of them -- had heard her. She had been so caught up in her fantasy, that she had actually been screaming. Dear Celestia, she hoped that nopony had actually heard the exact words she had said. The only thing more embarrassing would be if they had caught her masturbating.

....Or... if... they saw her...naked...

Coco glanced down and saw her naked breasts. With a yelp, she slammed the door shut, leaning against it. Her entire body was burning with embarrassment. Her neighbors had heard them screaming in orgasmic pleasure, and now one of them had seen naked.

Shifting, she looked down further. As she feared, her crotch was glistening with moisture and the fur was matted from dried fluid.

She was going to have to move. No way around it.

"I'll let Azure know you're fine," Glow called through the door.

Leave Manehattan. Find a nice quiet cabin in the middle of the forest on the furthest edges of Equestria. Some place where no pony would even know of her, to say nothing of what a perverted mare she could be.

"Maybe you could come over and we could hang out later."

No. That was not far enough. She would have to leave Equestria.

"Have fun."

In the silence, Coco could hear Pacific Glow's hooves against the floor as she left. With a sigh, Coco slid down to the floor, pulling her legs up and tucking her head between her knees. She let out a groan as she sat there.

"Calm down, darling," Rarity said as she stepped out of the bedroom door, tying the belt to close the robe she wore again. "It's hardly as bad as you're imagining it."

"My neighbor saw me naked," Coco groaned out. "They heard me crying out and begging to be fucked and impregnated." She let out a gasp, throwing her head back. "They heard me scream 'fuck' and call myself a 'slut.'"

"True," Rarity conceded as she moved to sit on the floor across from Coco. "However, they showed no signs of being scared or angry. Azure Velour was worried that something had happened to you, and Pacific Glow either did not want to embarrass you, or was rather fond of what she saw." Reaching out, she placed a hand on Coco's chin, bringing the other mare to look her in the eye.

"Perhaps instead of having such vivid fantasies about me, you should see if one -- or perhaps both -- of them would be interested in pursuing something romantic with you."

"But what about you?" Coco asked. "What about us?"

"Darling," Rarity said slowly, "I am a fantasy. A figment of your imagination." She leaned closer. "You are essentially sitting on the floor and talking to yourself in the form of a mare you have a strong infatuation with."

Coco's ears pulled back as she bit her lip.

"There's nothing wrong with fantasizing," she mumbled.

"No," Rarity replied. "There isn't. However, you also should not get so caught up in your fantasies, that you forget about reality." Rarity took a hold of Coco's hand. "You know that, and you believe that the real Rarity would say the same thing. That's why you are having me say this to you. You just need to admit it to yourself."

With a sigh, Coco nodded.

"Now, you have two choices. You can either work up the courage to tell the real Rarity how you feel, and see what happens, or you can try to move on and find love with some other mare."

With a deep breath, Coco moved to push herself back up. She would do it. She was going to take a shower, get dressed, then go talk to her neighbors. At worst, she would have some new friends and a few embarrassing stories. At best, she would be able to have a new relationship and move on from her infatuation with Rarity.

"And if things work out," Rarity whispered in her ear, "perhaps they'll let you try out your new panties with them."