A New Dress

by GhoulDash97

Rating: mature
Tags: Anthro, Drama, My Little Pony: Friendship is Magic, Comedy, Rarity, Romance, Maud Pie, Pinkie Pie, Sex
Length: 8517

When a friend asks you to help with your sister about a dress for a special occasion, you take the request. But when you feel something after modeling your friend, how will you address this feeling?

When Maud writes a letter that she will be attending an Alumni party at the Equestrian Institute of Rockology, Pinkie has become hard-pressed to find the perfect dress for her. Turning to Rarity, she has found a way to get Maud's new dress. But Rarity has been feeling something when she was doing size comparisons between Maud and Pinkie. Something sensual when around Pinkie whenever she is modeling her at her boutique. How will Rarity address this feeling?

Published 2017-09-22 23:30:07 UTC
Last updated 2017-10-28 02:31:12 UTC

Maud's Letter

The morning drew as Celestia slowly raised the sun while everypony else was waking up in Ponyville. As they were all waking up from their slumber, Rarity was shown to still be in her bed with Opalescence by her side as she slept. Her room was a mess from yesterday when she was working on new outfits for the latest trends on Vanity Mare. While she was still asleep, she suddenly heard a hard knock on the door, causing her to jump out of her bed.

"Oh, don't worry! Your new outfit will be-" Rarity shouted at random before she stopped herself.

She looked around drearily as she slowly started to wake up.

"Who is it?" she called.

"It's your friend! Pinkie~!" the voice called out.

Hearing her voice at the door, she knew that Pinkie had something to tell her, but Rarity didn't want to have any of it.

"Not now Pinkie! I'm making a new outfit right now!" Rarity said, trying to come up with a clever excuse.

"This early?" Pinkie replied as she looked at the early morning sun.

"Fashion never sleeps, darling!"

"What do you mean? Even fashionistas like you need-"

"Oh, just wait there. I'm coming."

After getting out of her bed, Rarity clumsily made her way downstairs while half-tired. After rubbing her eyes to see clearly, she approached the door and opened up the door. Upon doing so, Pinkie Pie skipped her way into Rarity's house. When she entered, Rarity became hypnotized by Pinkie as her boobies bounced to the point where they almost flopped out of her white pink-hearted t-shirt as well as her skirt flying everywhere displaying a g-string that she was wearing underneath. She was transfixed to the point that she started to drool when she looked at Pinkie. Just then, she was snapped out of her trance when Pinkie stood really close to her.

"Rarity?" Pinkie asked concernedly.

"Oh- what- huh- yes?" Rarity asked when she was distracted.

"Are you okay? You like you had a rough night."

"What- oh. I just had a long day of making and modeling outfits one after the other as the other ponies were waiting for me to finish up. Nothing to brag about, really. But enough about me. What made you decide to come here, darling?" Rarity asked as she was preparing some coffee.

"Maud sent me a letter."

"Okay...? What was the letter about?"

"Apparently, she is going to be attending a one-year reunion with her old class at that university she used to go to. She told me that she needed a dress because it was going to be a huge pompous party for all the alumni that attended her class, at least as far as I was told."

"Oh? When will it be occurring?"

"In three days, and that gives me enough time to go over the dress that I want to make for her, including yours truly."

"Huh? What about you?"

"Well, I could be attending the same party with Maud, but I dunno, which is why I need you to model me for a dress."

"Pinkie... I'm not sure if this is such a good time."

"How come?"

"For instance, I spent all week taking orders and helping Sassy Saddles with preparing every outfit for my customers. Second, I needed to focus really hard on said on the dresses and I was completely stressed when I was finished. Lastly, today is my day off and the last thing on my mind right now is making another outfit right now, darling. I'm sorry, but can't it wait, at least until I have regained my senses?"

"When will that be?"

"I dunno, darling. But I would really like to help you with your troubles. The only problem is that I would need the proper materials and I would have to do your measurements. Will that be an issue for you?"

"No, silly. Whether or not you want to model me is up to you. Besides, we're, aren't we?"

"I know. I just don't want to feel like I'm pressuring you."

"You're not pressuring me. I'm perfectly fine with it."

"Even if it mean touching you?"

"Sure. You're modeling me, right?"

"If you say so. Just let me get cleaned up, okay?"

"Okie-dokie-lokie!"

After spending a whole hour of cleaning herself, she came out of the bathroom and saw Pinkie Pie waiting for her.

"Are you ready?" Rarity asked.

"Ready when you are?" Pinkie said, enthused.

"Okay. But first, I need to take your measurements."

"Measure away~!"

So Rarity took out the measuring tape from her draws and started taking Pinkie's measurements. First, she started with her butt. She was surprised about the size of it, but decided to keep it under wraps until she was finished. Then, she measured her hips. Like her butt, she was also surprised by the size of it. Lastly, she measured her breasts. Only this time, she tried wrapping her measuring tape around her, but she couldn't reach.

"Oh my... just what do you-?" Rarity exclaimed as she grabbed Pinkie's breasts at random.

The next thing she knew, she looked up and saw Pinkie Pie give her this shocked face. Knowing what she did, Rarity let them go.

"I'm terribly sorry darling! I was in the heat of-" Rarity said before Pinkie stopped her from speaking any further.

"It's alright. Other girls grab these ladies all the time." Pinkie said as she shrugged.

"R-really?" Rarity asked, perplexed.

"Yeah. It's been happening to me all my life."

"Huh? When-?"

"I'll tell you that story when I'm up for it. Right now, can you please tell me my measurements?"

"Oh. This. Uh... your measurements are..." Rarity said as she mumbled quietly.

"Huh?"

"They are..."

"Can you please speak up? I can't-"

"130-75-125!"

Pinkie was flabbergasted when Rarity shouted out her measurements.

"I'm terribly sorry. I didn't know any other-"

Instead of shouting at her, Pinkie simply hugged her.

"Thanks for honest with me. Nopony would ever tell me how I looked." Pinkie said as she held onto her tightly.

"Oh darling... it's okay. I was only doing my job."

"I know... we should try doing something together."

"Yes... Just us..."

"Yeah. Uh, Rarity?"

"Yes, darling~?"

"I know you're my friend and all... but could you let go of my butt?"

Upon hearing that, she opened up her eyes and saw her left hand groping on her right butt cheek. When she saw it, she immediately let go.

"Sorry. I'm just under a lot of stress. How about we do more of it later?"

"Good idea. Besides, I'm hungry. Wanna get some breakfast?"

"An even better idea, darling."

After they were finished talking, they head out of Rarity's boutique and went to get breakfast.

Author's Note

Hi guys. If you've been wondering where I was, I was at my externship trying to get my hours finished for my graduation (finished 76/200 hours btw). I'm planning on finishing up by the middle of October and hopefully get hired at the place my externship is at. I hope you all understand. I've been mostly busy and barely had the time to work on any of my stories. I hope you can accept this apology. Anyway, if you wanna check out my other stories, be my guest. Give me your opinions on it. I would love to hear them. Anyways, enjoy this chapter.

Too Tight

After finishing breakfast at Sugarcube Corner, Pinkie Pie and Rarity went back to the Boutique to get to work on modeling Pinkie's new dress for the reunion. Rarity managed to find the right materials, but she has yet to make the dress for Pinkie. Pinkie Pie, on the other hand, was just sitting down and admiring her dresses. Eventually, she got bored and knocked on Rarity's door to see if she was finished.

"Rarity? Are you finished yet?" Pinkie said as she knocked on the door.

"Getting there, darling! Just putting on the finishing touches!" Rarity shouted behind the door.

Pinkie stood away from the door and sat back down for another five minutes. Pretty soon, she started to grow impatient and went back to Rarity's door and banged on it.

"Rarity! Are you done yet?" Pinkie shouted.

"Just a minute! Only one more touch!" Rarity replied.

She went back to the shop and look around a little bit longer. After one minute, Rarity shouted,

"Finished!"

"It's about time..." Pinkie thought.

She made her way back to the dressing room with Rarity waiting for her to enter.

"It's tres bien and ready to be worn by you, Ms. Pie." Rarity said, flamboyantly.

"Huh?" Pinkie Pie asked confusedly.

"Voila!" Rarity shouted as she lifted the curtains.

After the curtains were raised, the dress was finally revealed. It appeared to be a bustier dress that was completely magenta with pink highlight around the left slit with stitches in the form of a rose that gave a a smooth sexual tone to it.

"Wow. You really went all out, huh Rarity?"

"Oh yes, dearie. If you want to make a good impression, then you need to dress to impress~."

"Yes indeedie. I can't wait to try it on when I get back to Sugarcube Corner."

"Oh? What's wrong with dressing here?"

"Well... I don't wanna impose on you since this is your-"

"Oh Pinkamena Diana Pie, you should not fret over the silliest things. Go on. I wanna see how it looks on a beautiful mare such as yourself."

"Okay. But could you please step outside for a minute? I need to-"

"Pinkie Pie, what if you need my help with putting it on? Or taking it off~?"

"Huh? Well, I never really thought of that..."

"Exactly, darling! Besides, everypony needs a friend to help one another~."

"That's true."

"So go ahead, darling. Dress away~!"

"Aye-aye, ma'am!"

So Pinkie Pie started stripping out of her clothes while Rarity was watching her. As she was taking her clothes off, Rarity just stared at her, thinking of every little fantasy that was on her mind. Pinkie's chubby appearance really started to arouse Rarity as she displayed her round, large butt at her as Pinkie's breasts bounce when she picked up the dress. The sight of it all was incredibly delicious for Rarity.

"Rarity?"

"Huh- what- yes?"

"What're you staring at?"

"Oh nothing dearie. Just making sure that you're not having any 'complications' with your dress."

Feeling clueless as ever, Pinkie replied,

"Huh? Well, could you help me put this on? The dress feels a little tight around the chest."

Upon hearing this, Rarity blushed. Then she said,

"Coming, Pinkie~!"

Rarity went behind her and started helping Pinkie lift the dress up.

"Ugh! This thing- this is tighter than it-"

Rarity grunted as she struggled to help Pinkie pull it up.

"J-Just- how tight- did you- make this?"

"Oh come now... I was just... trying to... give you... appeal."

After struggling to help her get it up, Pinkie finally got it on. Rarity breathed a sigh of relief when she finished helping with Pinkie.

"Oh dear... I thought it would never fit you."

"Huh? What do you me-"

Just then, the dress started to rip apart and it came completely off, leaving Pinkie in only her thong.

"Oh, what's the point? I'm just gonna embarrass myself."

"Whatever do you mean, darling?"

"Even if I find a dress that fits me perfectly, all I''ll do is make an idiot out of myself in front of the entire party. Maud would never do that in front of anypony."

Seeing Pinkie in this fragile state saddened Rarity. She knew that even if Pinkie did a dress that would fit her like a glove, all that Pinkie would do is just embarrass herself in front of the entire alumni party. Suddenly, she had an idea.

"Pinkie Pie, I may have a way to rid you of your embarrassment around the entire party."

"Really? How's it gonna help me?"

"I know what I'm about to do to you may be beyond reasonable, but you will thank me later on."

"How so?"

Just then, Rarity tackled Pinkie to the ground with the former on top. Next, she removed her glasses as Rarity grabbed Pinkie's breasts.

"R-Rarity? What are you doing?" Pinkie asked, a little afraid.

"Purging away your worries, darling~." Rarity said.

She moved both her breasts together, and without a moment's hesitation, started sucking on them.

"Aaahhnnn~. Rarity... stop it~!" Pinkie Pie pleaded.

But Rarity didn't listen. The taste of the milk pouring into her mouth was like eating cake and cookies when she started drinking. It was so sensational that Rarity felt like crying. The milk coming out of Pinkie's breasts were so divine. She didn't want to stop drinking, no matter how much Pinkie pleaded.

"Oh darling... this taste... it's so... delicious~!" Rarity said with her mouth muffled by Pinkie's breasts.

"Rarity, please... I can't hold out... any longer." Pinkie said with a light squeal as tears started to pour out.

After five minutes of sucking on Pinkie's bosom, Rarity let go of Pinkie's breasts and got up off the ground. As she stood up, she swallowed the sweet milk that Pinkie lactated.

"Oh darling, that was so delicious~! Just how-"

Suddenly, she saw Pinkie on the ground, getting ready to cry. She got down on the ground, trying to see what the matter was.

"Pinkie? What the mat-"

Instead of responding, Pinkie just moved herself away from Rarity as she covered her breasts from her. She had this grimaced look on her as she turned away from Rarity.

"Oh my... Darling, I am so-"

"Could-"

"Yes, Pinkie?"

"Could you just... leave me... alone?"

Knowing that Pinkie was not in the mood to speak, Rarity replied,

"Of course, darling."

After Rarity left, Pinkie started crying her eyes out really hard as she covered her face in shame while Rarity stood behind door, feeling deeply ashamed of her own actions.

Apology

A few hours later after Pinkie left the Boutique, Rarity has been feeling miserable about what she did to her. Rarity knew that Pinkie would be upset about what would happen to her, but she didn't even think that she would leave off in a huff after getting herself dressed. The sight of it all just staggered her to where she didn't feel like making dresses.

"Oh Pinkie... I had no idea that it would upset you... but I didn't even care to think about what your personal feelings would have over all this." Rarity said depressed as she looked at the a framed photo of her and Pinkie together.

Opalescence jumped up besides Rarity and rubbed herself against her.

"Oh Opal... just what can I do to make it up to Pinkie Pie?"

Hearing Rarity ask, Opal made her way over to her bed that was right by the dress that was ripped by Pinkie's rather large physique.

"Hmm... I'm gonna have to apologize to her in person, am I?"

Opal nodded as she went to a deep sleep. After showering up, making herself a meal for dinner, and getting into her pajamas for bed, Rarity said before she went to sleep,

"Looks like it's gonna be a heavy tomorrow..."

The next morning, Rarity woke up and had breakfast. After eating her piece of jammed toast and sunny-side eggs, she took a shower that lasted more than about forty-five minutes. After getting dressed and prettying herself up, Rarity left the Boutique to face the music. Making her way to the Sugarcube Corner, she dreaded the thought of what Pinkie Pie was gonna say to her if she met her face to face. Would she yell at her? Would she tell her to go away? Would she just slam the door in her face? The thought of it all just made butterflies in Rarity's stomach fly around more and more. She opened the door to Sugarcube Corner and asked,

"Excuse me... Mr. Cake? Do you know where Pinkie Pie is?"

"Pinkie... hmm. She's upstairs with the twins. She's taking care of them, so be quiet." Mr. Cake said.

"I'll do that, Mr. Cake."

After speaking to him, Rarity made her way past the counter and went upstairs to Pinkie's room.

"Pinkie?" she called out.

She knocked on her door a few times, waiting for her to open it up. After waiting for ten minutes, she opened up the door and saw that she wasn't inside.

"I should go and check if they're inside their rooms. Pinkie Pie spends a lot of time with them inside there."

She exited Pinkie's room and went to the Twins' room. After knocking a couple times, she waited for five minutes. After waiting that long, she went inside their room. Upon entering, she saw Pinkie Pie holding Pound while Pumpkin was sleeping in her crib

"Pinkie, I-"

Before she could speak any further, Pinkie shushed her, much to Rarity's surprise. Wanting to know what was going on, Rarity moved in a little further. Upon coming closer, she was completely shocked yet somewhat moved at what Pinkie was doing. Rarity quietly whispered,

"A-Are yo-"

Pinkie slowly nodded as she slowly moved Pound away from her left nipple. After doing so, she stood up and slowly put him to sleep as she placed him in his crib with Pumpkin. After raising up the crib gate, she raised up her shirt and faced Rarity.

"Can we speak in my room?" Pinkie asked.

"If that's what you want, dearie."

After exiting the Twins' room, the two went back to Pinkie's room and after entering, she closed the door and sat down.

"How was your morning?" Pinkie asked.

"It was fine. I cleaned myself up, had a little breakfast here and there, and I think that Sweetie Bell is still spending her sleepover with her friends. After all, it's what friends do." Rarity said

The two chuckled nervously as Rarity took a deep breath and said,

"I'm sorry for yesterday. It's just that when I was modeling you, the way that dress fitted. I just-"

"Rarity. I understand."

"Y-you do?"

"Yup." Pinkie Pie replied.

"How come? I thought you would-"

"I was. But I knew why you did it. You were trying to help me. It is what friends do after all."

Rarity hanged her head in shame after hearing Pinkie repeat that phrase.

"Which is why from now on: if you're ever in stress or if you need to think, feel free to have a drink from my ladies."

She became flabbergasted upon hearing Pinkie say that. Not wanting to hurt her any further, Rarity said,

"Oh no. That won't be necessary, darling. I deal with-"

"Rarity. I know that you have your days of stress and you having to deal with sexual frustration for most of your time while working. You need your relief."

"Pinkie, it's okay. I can-"

"Please... I just want to make you feel good like yesterday."

The guilt that Rarity was feeling was chewing away at her and she knew that Pinkie would not take no for an answer. She knew that what Pinkie was giving to her was unavoidable, but she needed to figure out a way to get out of this situation.

"What if I helped you bake some cakes? Would that-"

"Rarity... please do this. If it will help you figure how you wanna make my dress, then by all means." Pinkie said as she took her shirt off.

Now knowing full well that there was no way out, Rarity replied,

"Okay, darling..."

As Pinkie approached Rarity with her breasts in bare form, she just so transfixed by how huge her breasts were. Pinkie started to moan as Rarity started grabbing and fondling them. In the next minute, she started rubbing them as well as massage them. The feeling was like touching a big pair of marshmallows. The softness was too much for her to bare. With her drooling and being hypnotized, Rarity went in and started sucking them. Like before, the taste was sweet and very filling, It reminded Rarity of all the baked goods that she had her whole entire life. She couldn't resist as she kept drinking away from Pinkie's breasts. After five short minutes, Rarity got Pinkie's breast out of her mouth and swallowed the last mouthful of milk that she slurped. After doing so, she got bent down and moved a little closer to Pinkie.

"Are you okay, darling?" Rarity asked.

"As sweet as a fiddle." Pinkie replied.

"You hang around with Applejack too much..."

"What can I say? We're cousins!"

"From now on, if I'm ever starting to feel rough with you, just let me know and I'll stop."

"Okay. But just so you know, I want you to feel good and I don't want you to get cold feet on whether or not you don't want to do this, okay? And theses ladies are for you and only you."

Rarity raised an eyebrow upon hearing that.

"Well, it's also for the twins, so that's an exception." Pinkie said as she giggled.

"Just get dressed. I need to model you and I can't have you going out in the public looking like that."

"Okie-dokie-lokie!"

"And Pinkie's back!" Rarity said as the two laughed.

While waiting for Pinkie to get dressed, Rarity was outside the door. While she knew that Pinkie wanted what was best for her, she couldn't shake the guilt that she was feeling from indirectly making Pinkie Pie do this. She wanted to apologize, but Pinkie wanted to be the bigger mare by letting Rarity suck on her breasts. It just chewed away at her even more upon thinking about that. After waiting for a few short minutes, Pinkie came out of her room and said,

"I'm ready!"

"Great. Onwards, Pinkie Pie." Rarity said as they prepared to head back to the Boutique.

Design

Making their way back to the Boutique, Rarity was teeming with ideas on how she was gonna design Pinkie Pie's dress. She wants to make it something appropriate for her to wear, but at the same time, she personally wants to make a dress that would allow her to get a clear look at Pinkie's body. The fantasies that Rarity was having really made her feel hot. However, business came first and she does not want to disappoint Pinkie.

"Pinkie?" Rarity asked as they entered the Boutique.

"Yeah, Rarity?" Pinkie replied as she got inside.

"Yesterday, when I grabbed your... assets, I felt something. You were wearing a bra, right?"

"Uh... no, why?"

Hearing this stunned Rarity. She asked,

"You know you're supposed to be wearing a bra, right?"

"Who says?" Pinkie asked, raising an eyebrow.

"Not that I mind, of course... but if you're not wearing a bra, you could-"

"Could what?"

"Ah- uh... well... it's just that..."

"Is there something wrong, Rarity?"

"Oh no, darling. I was just curious is all. Nothing to worry over."

Having got inside, Rarity took her upstairs along with dresses to try on.

"You try these on while I try to design the best dress for you." Rarity said.

"Okay. How long do you think it will take you?" Pinkie asked.

"I'll let you know when, okay?"

"Alright. Just let me know if you need to be relieved. Okay?"

"Right... I'll let you know when I am finished. You should be finished trying on the dresses by then. They're in the room."

Pinkie nodded and skipped away to the dressing room. After watching her leave, Rarity went to her design room and started getting to work.

"So what should I use...?" Rarity said as she looked around for some proper material.

She looked around the room, but was having trouble finding some due to her cluttered space. She searched around the room a little further. Having no luck whatsoever, she thought about what she should do next. She couldn't find any materials anywhere, but she needed something to help her complete Pinkie's dress.

"How am I gonna complete this before the alumni reunion...?" Rarity spoke to herself as she was thinking.

She thought about it a little further.

"What if I...? Huh-? Yes... it could work."

She snapped her fingers, having came up with something. Turning around, she took a look at the dress that Pinkie ripped yesterday and decided to make something new out of it. Taking the materials that were destroyed, she separated the materials and laid them out across the design table.

"Now how am I-?"

"Rarity?!" Pinkie called out.

Scaring Rarity completely out of her wits, she turned around and saw Pinkie.

"Uh... Pinkie?" Rarity asked, a little unnerved.

"Yeah?" Pinkie replied

"Why are you in your birthday suit?"

She looked down everywhere on her and saw that she wasn't wearing any clothes at all. Not even her g-string.

"Well... while you busy trying to design your dress, I tried on the dresses that were in your dressing room. After trying all of them on, it felt a little stuffy. So I thought, "Hey Pinkie, you need to keep yourself cool." So I decided to take off my clothes. Don't worry. Nobody was around."

"Y-Yes, but... you shouldn't be displaying yourself in a vulgar manner. What if somebody saw you through the mirror and-"

"But what about you? Most of the outfits you design are vulgar."

"I do, but- gah! I don't care! You need to get your-"

"Hey. Are you feeling okay?"

"I am! Just-"

"You look a little hot. Why not take your clothes off?"

"Huh?"

"It'll feel good. Trust me."

"But I don't want any-"

"Why? Are you ashamed of your figure?"

"Wha-? Me? A-! Why-? I'm not-! Gah!"

With a heavy breath of reluctance, Rarity said,

"...Fine, but only this one time. Okay?"

So Rarity started undressing in a few minutes and after that, she stood completely naked in front of Pinkie Pie.

"Well... looks like I'm one with nature now." Rarity said, covering her breasts and vulva.

"Oh Rarity, don't be ashamed. It's just us girls. Let your hair down." Pinkie said, grabbing her.

With a mix of hesitation and reluctance, Rarity said with a heavy sigh,

"Okay."

She slowly lowered her arms, albeit reluctantly, revealing her private parts in front of Pinkie Pie.

"Wow. Have you been working out?" Pinkie asked, looking at Rarity's body.

"Don't ask..." Rarity said with a frown.

"Don't be like that, silly. Being a naturist can be fun if you give it a shot. Though I have to say, your girls can give any model you met a run for their money..." Pinkie said as she grabbed Rarity's ample breasts.

Rarity grabbed Pinkie's arms and moved them back towards her.

"I'm only like this because it's a hot day today. So please no groping."

"Alright. So what did you have in mind, killjoy?"

"I decided that I would take the dress that you..."

Pinkie raised an eyebrow when Rarity was speaking her sentence.

"...took off yesterday and I thought that I would make something out of the ruins. The design isn't ready yet, so it might..."

Just then, Rarity felt Pinkie's fingers running across her butt.

"Pinkie... what are you doing?" Rarity asked, feeling both nervous and annoyed.

Suddenly, Pinkie got behind Rarity and grabbed her on her left breast.

"Relieving you." Pinkie said as she started fingering her and kissing her on the cheek.

"M... Miss Pie... I am... a... a..."

Rarity started moaning as Pinkie's fingers slowly slipped into her vagina.

"A lady~?"

She moaned even harder upon hearing that.

"Don't fight it. We're all ladies around here~." Pinkie whispered into her ear.

With that, Rarity turned around faced Pinkie, who was real close to her.

"Never before... have I heard... such a... truth..."

They pulled each other in for a deep passionate kiss and had their way with each other. The pleasure was beyond desirable when Rarity grabbed Pinkie's butt while the latter did the same to the former. Feeling like the design room was too crowded, they walked up to Rarity's bedroom where they had their way with each other for nearly six hours.

Feeling Free

After pleasuring each other for nearly four to five hours, Pinkie and Rarity wound up in bed completely naked with each other.

"Wow Pinkie... I always knew you were a party pony, but I never knew that you were the party pony." Rarity said as she cuddled next to her.

"What can I say? I love to have fun." Pinkie said as she winked at Rarity.

"Me too. But tell me. Just what made you feel this way? Why do you feel so unashamed even when somepony wants to court you? So to speak."

"It's a long story. It's something that I really don't feel like getting into, but I feel very hot whenever someone grabs me. You know what I mean?"

"Indeed. Like your breasts for example?" Rarity asked as she grabbed them.

"Yeah. They've been growing since middle school. Every guy and girl that I came across have always been grabbing them left and right. At first I hated it, but what can you do?"

"Oh come now darling. You should not be ashamed of how you look."

"I'm not. I just wished that it wouldn't happen so often, you know?"

"Tell you what. If you feel this urge within you whenever get aroused or whatnot, come to me. I will help you relieve it no matter how long it takes, okay?"

"Rarity... you're a true friend that anypony could ever ask for." Pinkie said as she kissed Rarity.

"Oh darling..." Rarity said as she kissed Pinkie back.

As they kissed away at each other passionately. Rarity reached down and grabbed Pinkie's butt while Pinkie did the same. But before they could go all the way, Rarity asked,

"But shouldn't we work on you dress first before we go any further?"

"Eh, you're right. Just one more kiss, please?" Pinkie asked as she pointed at her lips.

"Okay, my fabulous sweetie pie." Rarity said as she gave her a passionate kiss.

After kissing each other for about five more minutes, Rarity looked at the clock and it read 5:30.

"Oh dear. It's getting late. What would you say if I proposed that we pick up where we left off right now~?" Rarity asked as she tapped her fingers on Pinkie's butt as she groped it.

"I thought you would never ask~." Pinkie said as they kissed once.

Before going any further, Rarity said,

"You know, being a naturist is quite a thrill."

Hearing this made Pinkie smile and they immediately went back to having their way with each other.

***

The next morning, Rarity and Pinkie were asleep with each other. Rarity first woke up to find her buried in Pinkie's breasts.

"P-Pinkie...?" Rarity asked with her mouth muffled.

Instead of responding, Pinkie giggled as if somepony was tickling her.

"Hrnngh!" Rarity groaned.

This gave Rarity an idea. Instead of struggling, she did this. Rarity grabbed Pinkie's breasts and started motorboating them. The feeling made her giggle even more upon making her boobs shake.

"Oh, Rarity..." Pinkie said, giggling in her sleep.

"It's working..." Rarity thought.

The feeling of Pinkie's bosom shaking slowly, but slightly, started making Pinkie open her eyes up.

"Rarity...?" Pinkie asked as she finally started to wake up.

Pinkie woke up and saw that Rarity was shaking her head around in her breasts. After doing that, Rarity stopped and looked up.

"Oh. Good morning, Pinkie Pie. How are you?" Rarity asked as she cleared her throat and tried to play dumb.

"Fine. I just have a question." Pinkie said.

"What is it darling?"

"Why were you shaking your head in my breasts?"

Rarity didn't know what to say and tried to come up with an excuse.

"I needed a massage...?" Rarity said, albeit weakly.

"Mm-Hmm. So how long are you gonna hold onto me?" Pinkie asked sarcastically, while raising a suggestive eyebrow.

Rarity took notice and saw her hands still groped on Pinkie's boobs.

"Oh. Just let me have a quick drink before we get out of bed first, okay?" Rarity asked.

"Drink away, my friend~." Pinkie said.

Without a second thought, Rarity put her mouth and started sucking away at Pinkie's breasts. After doing so for five minutes, they got out of bed. Before Rarity could get dressed though, Pinkie asked,

"Uh... what're you doing?"

"Getting dressed...?" Rarity replied.

"No no no no. Why not stay like this?"

"Huh? Why?"

"Just trust me. After a whole day, you might develop a new outlook on this lifestyle."

"What do you mean?" Rarity asked, raising an eyebrow.

"You might not like it at first, but you will enjoy it later on. I promise."

Thinking back to what happened and how much closer they have grown together, Rarity says,

"Okay. But we're not going outside like this! And when Sweetie Bell comes back, we're getting dressed. No exceptions."

"Oh come on. I'm not that demented." Pinkie responded.

"Right... anyway, let's make breakfast. I'm famished." Rarity said as she put on a apron.

"Agreed!" Pinkie said as she put donned an apron on as well.

After a couple hours of making breakfast, Rarity and Pinkie Pie sat on the far ends of the table while eating.

"So Pinkie, what was it that made you get into this lifestyle... with hanging around in the nude and all?" Rarity asked.

"It's a long story. I'd tell you all about it, but then you'd laugh." Pinkie said.

"What? But you're Pinkie Pie. Isn't being filled with laughter part of your charm?"

"Not like that. It's something else."

"Like what?"

"I'll tell you when I'm ready. Right now, I just wanna enjoy my breakfast with you and work on my dress so that I can be with my sister for her alumni party. So when will we be working on it?"

"After we finish breakfast and assembling the materials. That wouldn't be much of a problem now, would it?"

"Not really. Besides, at least I have a fellow naturist now!" Pinkie said, excitedly.

"Yes... let me try to get used to this new lifestyle, okay? I normally prefer to be dressed."

"It's a good lifestyle. You never know. You might even find some inspiration for your new line of couture."

"I suppose..."

"Exactly! It's nothing to be ashamed of. Just don't do it in front of everypony else."

"Hear hear! Anyway, let's finish up and get ready. okay darling?" Rarity said as she wiped her mouth.

"Okay." Pinkie said as she winked.

After finishing their breakfast, they started to get all the materials together and form a plan on how they were going to design Pinkie's dress.

Frustrations

After laying out the materials, Rarity had Pinkie stand on a display to wait for her instructions

"Now before I can make your dress again, I am going to need to take your measurements again, just to be sure." Rarity said.

"Okay." Pinkie said as she stood there.

"So Pinkie Pie, what's your secret?" Rarity asked as she took out her measuring tape.

"Secret? For what?" Pinkie asked, feeling confused as Rarity wrapped it around her.

Rarity turned away from Pinkie's body and looked at her dead in the eye as she asked.

"I don't have to spell it out for you, do I?" Rarity asked, raising an eyebrow.

"What do you mean?" Pinkie replied.

"It's... It's just..."

"Just what?"

"JUST HOW DID YOU MANAGE TO GROW ALL THIS?!!"

"Huh?"

"Don't 'huh' me! I need to know how you can have all this!" Rarity said as she grabbed Pinkie's breasts.

"I just eat a lot of sweets. There's not really much to it!" Pinkie said as she moaned.

Upon hearing that, Rarity let go of Pinkie's breasts and took a deep breath.

"I'm sorry darling. It's just that ever since showed me your bare body, I just feel this urge to..."

Just then, Pinkie stopped her from speaking any further and said,

"Rarity, whatever urge that your feeling is completely normal. Everypony has it. Even you."

"I know. It's just that you are so plump and..."

"Hmm?"

"Oh forget it. I need to go over the materials first before I measure you. So could you please wait outside, darling? The store is closed, so you don't have to worry about anypony coming in."

"Alright. Just let me know when your finished. I would love to see what you made."

"I appreciate your optimism, darling. I'll let you know when I'm finished, okay?"

"Okie-dokie lokie!" Pinkie said as she skipped her way out of Rarity's dressing room.

Rarity knew what word she wanted to say, but she couldn't bring herself to say it, especially not to Pinkie. After waiting for forty-five minutes, Rarity was finally finished going over the materials.

"Okay Pinkie. It's ready." Rarity called out.

"Coming~!" Pinkie responded.

Pinkie came back in and saw her newly-finished dress. Upon seeing it, she bursted into tears.

"Oh Rarity... thank you!" Pinkie shouted as she pulled Rarity into her huge bosom.

Upon being hugged, Rarity could not help but feel how incredibly soft Pinkie's bosom was. The softness was comparable to pillows that were stuffed with marshmallows and other soft candies that she could think of. Every thought was racing into her as she was being smothered. The thoughts of which had gave Rarity the urge to grope her once more. But this time, she attempted to resist this urge before she could strain her friendship with Pinkie any further. The thought of it all was too huge to resist due to being smothered by her. Just then, Pinkie asked,

"Rarity, are you okay?"

She snapped out of her sexually-entranced state and looked back up at her.

"Mmm... Pinkie...?" Rarity asked with her mouth muffled.

"Yeah?" Pinkie asked as she released Rarity.

"I'm sorry, but could you please close your eyes for a few minutes?"

"Sure, I guess."

Pinkie closed her eyes, giving Rarity some time to think. She had no idea what to do at this point. Whenever Rarity looked at Pinkie with no clothing, she could think of nothing but having her. It was like looking at a banana split right in front of her and every time she looked at it, she felt the urge to eat it, but wanted to hold out until dessert time.

"Oh, what to do, what to do..." Rarity thought in a state of panic.

Not knowing what to do, Rarity said,

"Let me double-check your measurements again."

She grabbed her measuring tapes and wrapped it around Pinkie's breasts again. Then, she measured her wait. After that, she measured her bottom.

"Sweet Celestia..." Rarity whispered.

"What?" Pinkie asked as she slowly opened her eyes.

"Forgive me, Ms. Pie."

"Hmm?"

All of a sudden, Rarity kissed her. This action has took Pinkie Pie aback. Instead of pushing her away for some odd reason, she just closed her eyes. She wrapped her arms around her and started embracing. The thoughts rushing through their heads had vanished as they started kissing each other passionately. Soon, Rarity placed her left hand on Pinkie's butt while moving her right hand on Pinkie's breast. Pinkie pulled her closer as she wrapped her right arm around her as she slowly moved her left hand onto Rarity's butt. Their breasts were pressed against each other as they were raptured in their lust for each other. Just then, Rarity pushed Pinkie away and said,

"Before we go any further, how about you try your dress on first? Then we can resume our current activities."

"Oh. Okay. Let's do this thing!" Pinkie said as she grabbed the dress while Rarity left the room.

After waiting for ten minutes, Rarity knocked on the door for Pinkie.

"Are you finished yet?" Rarity asked.

"It's on~!" Pinkie shouted back.

Rarity entered and saw Pinkie in her new dress. It consisted of a lime-green corset wrapped around her with an indigo blouse that was customized for her bosom. The medium-length skirt around her legs was colored sky-blue and it was made especially for Pinkie. Sniffling with joy, Pinkie said,

"Rarity... you've outdone yourself. I am completely ready to join Maud for her party tomorrow."

"I'm glad you're happy, Pinkie. You're one of the few ponies that understand me." Rarity said with a smile.

"Me too. I can't wait for Maud to arrive tomorrow."

"Yes. But while we wait, would you like to resume what we were originally doing~?" Rarity asked, leaning against Pinkie Pie as she grabbed her butt.

"You bet I do~." Pinkie said, pushing her breasts against Rarity.

In a few seconds later, they went back to kissing and embracing each other as they exited the changing room and headed towards Rarity's bedroom where they took out their sexual frustrations on each other. After hours of making love to each other, they were in bed with each other, covered in sweat from the pleasure.

"Wow. You're quite the mare, Rarity. You know so much about pleasure." Pinkie said in a complimenting manner.

"Oh please. You knew the way of making love, Pinkie." Rarity retorted modestly.

"Yeah whatever. Still, this was one of the best nights I've ever had."

"True. But I have a question to ask."

"What is it?"

"When I kissed you, you could've pushed me away, curse at me, and left me in a huff. But you didn't. Why?"

"I dunno. I guess I was just as sexually frustrated as you were."

"Hmm. Still, it was nice getting to spend time with you. You know we needed it~." Rarity said, leaning her head towards Pinkie Pie.

"As did I, Rarity~." Pinkie said as she pulled her in for a kiss.

Even though Rarity did enjoy having her fun with Pinkie, her story about her body was just gnawing away at her. But she didn't want her to leave out of the fact that she actually feels something, unlike any other colt that she has ever laid eyes upon. She knew that there would come a day that she would have to ask her about what happened to her. But for now, she wanted to enjoy the time with her. For better or worse. Rarity loved Pinkie Pie more than any jewel or dress in the land of Equestria.

Getting Prepared

The next morning after getting their pleasure's worth, Rarity and Pinkie were in bed with each other in their arms, though the former was smothered into the latter's own bosom. Due to Pinkie's tight grip, Rarity couldn't escape. However as she was trying to get out, she felt a small liquid drop. She felt her quiver as she was sleeping. She tried breaking free of her grip in order to help her, but she was too strong to shake off. Just then, she saw a bottle of fragrance on a shelf right next to her bed.

"Oh, I'm not gonna have to use it, am I?" Rarity thought.

She knew that she had no other choice. It was either salvation or suffocation at this point, and Rarity was not going to choose the latter, much to her own reluctance.

"And it was brand new too..." Rarity whined.

Reaching forward, she pulled the dresser over to her and grabbed the fragrance. She uncapped the lid and poured it on the backside of her neck as a lube to help her slip out. After finally escaping from her grip, she looked at Pinkie with a stern look. But before she could say anything, she looked at her left breast and saw her nipple. She was lactating. Rarity had no idea what to do nor how to handle the situation. It was bad enough that she had to waste her new bottle of fragrance, but she now has to watch her girlfriend suffer in her slumber.

"Oh what to do, what to do..." Rarity thought as she paced back and fourth.

She turned around and had a look at Pinkie's breasts. They were so tempting to suck on, but she knew that she would be betraying the trust of her. At the same time, she couldn't just leave her to suffer.

"I'm gonna have to do this again, am I?" Rarity shrugged in her thoughts.

So Rarity got on top of her and grabbed her left breast. She moved real close to it and licked her lips as she stared at the nipple. Slowly drooling at the breast as Rarity gazed, she moved her tongue closer and slightly licked the milk off the tip of the nipple. Just then, the sensation kicked in as she had thoughts about the milk Pinkie lactated. Remembering how sweet the milk was when she licked it, she started drinking from her breast.

"So delicious~...!" Rarity thought as she sucked.

As she drinking, Pinkie was moaning.

"I swear... if I had a bit for every time this happened, I would be having milkshakes everyday~." Rarity thought as she grabbed Pinkie's right breast.

While Rarity was having her way with Pinkie's breast milk, Pinkie slowly started to open her eyes up. At first, her eyes were blurry as she began to wake up. She felt something pulling away at her breast. She turned down and saw Rarity sucking her left breast while she was groping her right breast.

"Rarity?" Pinkie asked as she gave her a strange look.

Rarity looked up while the nipple was still in her mouth and was busted. She let go of her mouth and looked at her in the eye as they both sat down straight.

"Sorry Pinkie. You were shaking in your sleep. I saw that you appeared to be, what's the word... lactating. I did not know what to do and I saw nothing to help you out. So I did what I could to help by sucking the milk out. Of course, I was also in the mood to have some more of your delicious breast milk. If you're angry and want to leave, I will not stop you." Rarity said.

"You were doing this to relieve me?" Pinkie asked.

"Yes."

"That's part of it."

"Hmm. Could you keep a secret?"

"Of course, darling. Anything."

"This often happens to me whenever I babysit the twins. I have no idea why this happens, but whenever this happens to me, I have to get them to suck on my breasts."

"You use the twins to help relieve you whenever you start leaking milk?"

"Mostly Pound, but we are aware of how men are around mares like us."

"But why?"

"I'll tell you about it when the time is right. Right now, can we just relax in bed before we have breakfast?"

"Sure, Pinkie."

They both laid back down on the bed as Rarity rested her head on Pinkie's right breast while placing her hand on the left, using Pinkie's nipple to jiggle the entire breast . After an hour, they both got out of bed and started getting dressed. Rarity looked at Pinkie as she started dressing herself while getting her dress in her bag.

"I also have an question." Rarity said as she buttoned her blouse up.

"What's that?" Pinkie asked as she put her pink-hearted shirt on.

"When I groped you, you weren't wearing a bra. Why weren't you wearing a bra?"

"They're just too tight for me to wear. Let's just leave it at that."

Rarity had no clue as to why she was keeping it a secret, but she decided to let it slide, seeing that something was troubling Pinkie and she did not want to stress her any further. Ten minutes later, they both went downstairs and made breakfast.

"Well, it seems that Sweetie Bell should be due any minute now." Rarity said as she bit into her sunny-side egg.

"Yeah. She always spends her time with her CMC friends, but even they need their privacy every now and then." Pinkie responded as she ate some of her pancakes.

"I wonder if Maud is already here by now? Do you think she could be at the Cakes' house?"

"Maybe. I wouldn't put it past her to show up wherever I go."

"Well, she always has that Maud sense. So it's a total given."

"Yup. She's so smart."

"That she is, darling. That, she is."

Just then, they heard a knock at Rarity's Boutique. They both stopped eating and went to the door. They opened up and saw that it was Maud.

"Oh hey, Maud!" Pinkie said in her cheerful voice.

"Hi Pinkie." Maud replied in her usual deadpan voice.

"How are you darling?" Rarity asked.

"I spent all morning studying rocks and how old they are. Rocks are more wise than you think."

"I'm sure they are Maud. And how's Boulder?"

"He's back at the cave."

Feeling as if she made a fool of herself, Rarity quickly said,

"I'm sure he's having a marvelous time with his friends."

"Friends?" Maud asked, a little confused.

Knowing that Rarity was gonna make herself look foolish, Pinkie said,

"Rarity finished my dress. Would you like to see?"

"My pleasure. But can we do it back at your place?" Maud asked.

"Why not?" Pinkie replied.

Maud turned around and started walking.

"Well, I guess I'll be seeing you later, girlfriend." Pinkie whispered.

"You too. Can you promise to keep this all a secret between us?" Rarity asked.

"Of course silly. I won't tell anypony what happened."

"I know. It's just that... if word got out about this... we'll..."

"Don't worry. When I come back, we'll have lots of fun with each other."

"Yes darling. That we will."

Pinkie and Rarity gave a discreet, but small kiss on the lips before the former left, ready to show Maud her dress. Rarity went back into her Boutique, feeling happy with herself. Just then, she heard a voice.

"Good morning, dear sister of mine."

She turned around and saw Sweetie Bell, whom she was happy to see.

"Oh good morning, Sweetie Bell. How are you this morning?"

"I'm fine. Just had a fun time with Apple Bloom and Scootaloo last night. What about you?"

"Oh, I had the most funnest of times last night darling. If not, the most magical I had in a long while~..." Rarity said as she swooned.

"Are you okay, Rarity?" Sweetie Bell asked, albeit a little concerned.

"I'm fine. Just a little woozy from the fun I had with Pinkie last night."

"What kind of fun?"

"You'll find out when you're older. Now go inside darling. I'll make breakfast for you."

"Alright."

As Sweetie Bell went upstairs to her room, Rarity looked outside the window and smiled. She was not only happy that she got to spend time with Pinkie Pie, but she is filled with joy at the fact that she has found herself a lover. She has no idea how the others will act if they found out she had an affair with her, let alone Spike. But she did not care. For whenever Rarity looked at Pinkie, she found nothing but love.