As soon as they reached the top of the stairs leading to the loft, Rarity gestured to the bed.

“All right, darling, lie down on your stomach and I'll – Oh, darn! I completely forgot to ask. Do you have any lotion or skin cream or anything like that?”

“There's some lotion in the bathroom,” Sunset answered. “In the cabinet under the sink.”

“Right.” Rarity turned back to the stairs. “Make yourself comfortable. I'll be right back.”

Sunset flopped down onto the bed, and winced as tingling pain shot from her butt up her spine. She hissed through her teeth, and leaned over to one side, lifting her skirt. She winced again as she saw the purple welts Rarity had inflicted on her.

Wow, she really did do a number on me. Maybe I should let her take care of it. I'm not gonna be able to sit right for a month!

Sunset sighed and she gingerly sat back up. I deserved it though. And I do feel better now. Maybe I just needed a good ass-whuppin' to get me back on track.

She rolled her shoulders and frowned. Well, Rarity had told her to make herself comfortable. She undid the tie hanging loosely around her neck and tossed it aside, before unbuttoning her shirt and shrugging it off. She reached behind her back to unhook her bra and hissed again as the shift in weight caused her butt to protest again. Sunset growled, unhooked her bra and tossed it aside.

“I'm back!” Rarity trilled, coming back up the stairs. “No skin cream, and this isn't the best lotion in the world, but I think it should – OH!”

Rarity squeaked and whirled around, as Sunset looked down at her bare chest, yelped and grabbed a pillow to cover herself. Both girls blushed in mutual embarrassment.

“Oh, crap! Rarity, I'm so sorry! I just wanted to get rid of my bra. Give me a second. I'll put something on.”

Rarity didn't turn around, but a thought did occur to her. “Actually, Sunset, why don't you just go ahead and lay down like you are? We're all girls here, after all, and I won't see anything untoward if you're on your stomach.”

“Are you sure?” Sunset asked. Rarity waved a hand.

“Absolutely, darling. I've seen plenty of other girls au naturale when I've needed to get measurements. I just wasn't expecting it when I came back up. If you feel more comfortable with a top on, though, don't let me stop you.”

Sunset stretched out on her stomach, resting her head on the pillow. “Actually, if you're okay with it, I think I'll stay like this for a while. It feels good.”

Rarity looked over her shoulder, saw Sunset in position, then turned and climbed on the bed, kicking off her shoes. She spread Sunset's legs and knelt in the gap between them. She gently raised Sunset's skirt back up and rested it on her back, before squirting some lotion into her palm and rubbing it over her hands.

“I understand completely,” she said, warming the lotion. “Some days, I get home from school and just lounge naked in my bed for a couple of hours. Cool sheets on bare skin feels wonderful, don't you think?”

“Mmmm, yeah.” Sunset smiled and closed her eyes. “That's the best. It's one of the reasons why I usually sleep naked.”

“Really?” Rarity placed her hands on Sunset's buttocks and began gently massaging them. “I never pegged you for doing that, given your sleepwear.”

“I just have those for sleepovers and the winter. This place gets drafty. During the rest of the year though, sometimes it gets hot as hell in here. Plus, in Equestria, we don't really wear clothes.”

“Oh yes,” Rarity said. She began kneading Sunset's cheeks more firmly, causing the other girl to moan in pleasure. “Magical ponies over there. I suppose clothes are a novelty where you come from.”

“Kind of but not really. There's plenty of tailors and seamstresses. Hats are big, so are jackets and scarves and stuff like that. Dresses usually are only for formal occasions. But yeah, clothes are pretty optional where I come from. OOOH! Wow! That feels great!”

Rarity smiled. She grabbed the lotion bottle and drizzled more over Sunset's ass. “Thank you, darling. You should come to the spa with me sometime for a massage. They work wonders. I never knew how much tension we carry in the derriere until I let them work on my glutes once. Now I have them do it every time. Speaking of, how's the pain?”

“Going away,” Sunset answered with a sigh. “It doesn't burn as much.”

“Good.” Rarity reached down and began brushing her fingertips across the curves, blending the lines of lotion together. “I think I may have gone too hard on you. Some of these welts look very bad.”

“Really?” Sunset raised herself on her elbows and looked over her shoulder. Rarity felt her breath hitch slightly at the sight of Sunset's hair draping over her shoulder and across her back. She wished she had access to her phone to take a picture, but she quickly overcame her hesitation and began kneading Sunset's buttocks again, eliciting another pleased sigh.

“You're quite purple in spots, but I don't think there's any serious bruising. If the marks don't go away in a couple of days, let me know and I'll take you to my family doctor. She's quite discreet.”

Rarity took both hands and squeezed Sunset's left cheek near a large ugly looking welt. Sunset let out a scream and bucked. Rarity lost her balance and flailed her hands wildly, grabbing onto anything she could to steady herself. She felt her fingertip sink into something and Sunset's scream was replaced with a loud inhale and a squeak. Rarity blinked, looked down, and blushed.

“Um... are you all right, Sunset?”

“Uh-huh.” Sunset's voice was tiny and muffled.

“I'm so sorry, darling. I was trying to work out a knot. I didn't mean to hurt you.”

“'s okay.”

Rarity bit her lip and tried to figure out how to phrase her next sentence. “Um... and I think my finger... well, um... it went... that is to say... it appears I have accidentally entered... your... um... bottom.”

Rarity blushed again and looked down where her finger had firmly embedded itself in Sunset's sphincter. “I'm so sorry! I'll take it out right now.”

“'s okay. You... can leave it there... if you want.”

Rarity blinked and she looked up. Sunset was hugging the pillow tightly, not looking at Rarity. Rarity looked back down and gently moved her finger forward. Sunset hissed through her teeth and let out another sound between a sigh and a moan.

Rarity licked her lips, not sure whether she should entertain the thought that went through her head. Sunset had asked for her help and she knew she shouldn't take advantage of that. But then again, Sunset had said she could leave it there.

As Rarity dithered, Sunset raised her rear up, causing the finger to sink deeper into her anus. Sunset let out a moan. Rarity swallowed and gently slapped Sunset's ass, not hard enough to hurt, just to get her attention.

“Sunset, I think...”

Sunset raised her head and looked over her shoulder again. Her face was flushed and her eyes were glassy. “Please, Rarity? I know I've asked for so much, but I... I'm so lonely. I need someone to touch me. To make me feel wanted. I know it was an accident and you don't have to if you don't want to, but I'd really like it if you could...” Sunset trailed off and her face turned bright red. “Never mind. It was stupid.”

“No!” Rarity said loudly, surprising herself. “No, no. It's okay, Sunset. I understand. Um...” Rarity gently pulled her finger free. She stared at it for a moment, before Sunset spoke.

“Nightstand. Top drawer.”

Sunset slid her leg over, allowing Rarity off the bed. Rarity sat back down near Sunset's shoulder and opened the nightstand drawer. Inside were a packet of antiseptic wipes and a bottle of hand sanitizer. Rarity took out both and gawked at what was underneath the packet of wipes.

“Good heavens, Sunset!”

Sunset hugged the pillow again and turned her head away from Rarity. “Um... yeah. I have those.”

Rarity stared fascinated at the sex toys in the bottom of the drawer. A plastic egg with a wire running to a small controller, a purple cone shaped toy that was obviously not meant for one's vaginal area, and a small glass toy the same shape with swirls of red and yellow inside it. A small bottle of lubricant was also in the drawer.

“I like things... in my butt.” Sunset's voice was tiny. “It feels good when I finger myself.”

“I see.” Rarity swallowed again, a parade of images flashing across her mind. She had often thought about experimenting with anal play, but she had yet to actually try. From the looks of things, and how easily Rarity's finger had entered her, Sunset was already something of an expert.

Abruptly remembering why she had opened the drawer in the first place, Rarity opened the packet of wipes and used several on her fingers, before applying a liberal amount of the hand sanitizer. That done, she looked back down at the toys, then over at Sunset, who seemed to be trying to will herself invisible.

Rarity felt her heart melt at the sight of her friend's embarrassment. She reached out and began lightly stroking her fingers up and down Sunset's spine.

“It's all right, Sunset,” she soothed. Sunset shivered and soon began to relax. “There's nothing to be ashamed of. We all have things that make us feel extra special.”

“You don't think I'm weird?” Sunset asked, not looking at her.

Rarity couldn't help but laugh. “Darling, while it's not something I've personally done, from what I understand, enjoying anal stimulation is hardly unusual. I highly doubt most people would consider it 'weird.'”

“You sure?” Sunset sounded desperate for some kind of validation. Rarity decided to take pity on her. Besides, the noises Sunset made were absolutely adorable.

Rarity dragged her fingers down Sunset's spine and slid herself down the bed as she did so. She danced her fingertips over the bunched up skirt at the small of Sunset's back and drew them over the golden curve of her ass. Sunset's breath caught again and she let out another adorable moan.

Rarity began massaging Sunset's buttocks again, gently but firmly. She watched the muscles contract and release under her ministrations. Soon she was massaging them in circles, lifting, spreading, then letting them come back together. Sunset's breathing became ragged and Rarity found herself hypnotized by the sight of how Sunset's butt moved as she massaged. Rarity began rubbing her legs together and she felt her temperature rise and she saw Sunset's rosebud appear and disappear within the globes of flesh. She couldn't stop staring at it, fascinated as it came in and out of view.

“Oh, god, Rarity,” Sunset whispered. Her ass began to rise off the bed. Rarity grabbed Sunset's legs and helped her up. Sunset was now laying with her ass in the air, her upper body laying on the bed. Sunset hugged the pillow her face was buried in.

Rarity looked at Sunset's rear, primed and ready. Her slit within sight between her legs. Rarity smirked and reached forward, dragging her fingertips quickly across Sunset's lower lips. Sunset let out a shriek of pleasure and shivered. Rarity gave Sunset another playful slap on the butt, eliciting another adorable squeal.

“All in good time, darling. But first...”

Rarity leaned over Sunset, grabbing the packet of wipes from the nightstand. As she leaned back, she brought her head down and planted a gentle kiss on Sunset's cheek.

“Do you truly want this, darling?” she whispered into Sunset's ear. “You are still quite drunk, and I don't want you doing anything you'll regret later.”

Sunset responded by quickly turning her head and kissing Rarity full on the lips. The fashionista's eyes widened as Sunset's tongue slipped between her lips and began pleasuring the inside of her mouth. A moan welled up in her throat and she gasped as Sunset pulled back.

“No regrets. Please, Rarity,” said Sunset. Rarity felt her heart melt all over again at the look of sheer gratitude and need on Sunset's face. The girl had clearly been starved of any sort of intimacy for quite some time. And Rarity knew it was her obligation – no – her duty to let Sunset know she was truly cared for.

She leaned forward and gave Sunset another, softer kiss on the lips. “You are loved, Sunset Shimmer. What I do tonight, I do to show you that you are loved and that you are deserving of that love. Do you understand?”

Sunset nodded and gave Rarity a shy smile. Rarity returned it and gently stroked Sunset's hair. “Good girl. Now, just relax and let Nurse Rarity make you feel all better.”

Rarity reached up, unpinned the nurse's hat from her head and shook out her hair. Ah, that's better.

She tossed the hat aside and returned to her position between Sunset's legs. She took out one of the wiped and gently rubbed it over the whole of Sunset's bottom. Sunset let out little hisses and sighs as the cool antiseptic soothed her skin and welts. Rarity tossed the used wipe aside and got out another one. She held one cheek aside, and gently passed the wipe over Sunset's hole. Sunset bit her lip and hugged the pillow tighter as Rarity made slow gentle circles with the wipe. Soon, the wetness was gone and Sunset felt a chill across her sphincter. She felt Rarity's hands on her ass again, spreading her cheeks.

Sunset's eyes popped open as she felt a new, warmer wetness circling her hole. Sunset fought the urge to look over her shoulder and bit her lip as Rarity's tongue went to work, circling, zig-zagging, moving up and down, left and right. A moan escaped her lips as she felt the wetness wriggle it's way inside her and begin moving in and out, slowly at first and then faster.

“Oh, fuck, Rarity!” Sunset whispered. “I've never... never...”

The wetness vanished and Rarity's soothing whisper reached her ears. “Shhh. Neither have I, darling. Just relax and enjoy.”

The wetness plunged back into Sunset's ass and Sunset pounded a fist against the bed, the sensations overwhelming her. Sensations that doubled when she felt Rarity's fingers penetrating her slit. She let out a loud shaky moan as Rarity's fingers and tongue began working both her holes. First together, then alternating then seemingly at random. Soon, Sunset heard the sounds of her sopping pussy being worked over. Rarity's tongue was relentless as it worked her ass over. Probing, licking, circling, even stopping occasionally so her friend could plant gentle kisses over her buttocks before diving back in.

Sunset herself was very vocal about her enjoyment of the treatment she was receiving. The apartment was filled with moans, cries, squeaks, and squeals as Rarity worked Sunset over. Soon, Sunset was on all fours, rocking her hips back against Rarity's magic fingers and tongue. She felt Rarity's thumb on her clit, rubbing it in time with the motions of the fingers in her pussy. Sunset let out a cry of sheet pleasure. She felt the pressure rising and she knew she would go over the edge soon.

Abruptly, Rarity's tongue vanished and her fingers stopped moving. Sunset's eyes opened and she looked over her shoulder at her friend, concern that she had done something wrong written all over her face.

Rarity smiled. “Why don't you give me your favorite of those delightful toys in your drawer, Sunset, darling? I think you deserve it for being such a good girl tonight.”

Sunset nodded and swallowed, nearly falling over in her rush to reach into the drawer. She pulled out the glass plug and handed it to Rarity. Surprisingly, she found the wherewithal to ask a coherent question. “Do you want the lube?”

“Oh, I think I can handle that pretty well on my own, darling.” Rarity gave her a wicked grin and Sunset shrieked as Rarity's tongue assaulted her anus once more, sliding deeper and wetter than before. Sunset gripped the sheets and tried to not to scream at the top of her lungs, succeeding only slightly in letting out a cry at a lesser volume.

Soon, Rarity's tongue disappeared again and Sunset felt the familiar cold smoothness of the glass entering her. She took a series of deep breaths, trying to relax as the plug slipped past her ring and fit snugly inside her.

Then, Rarity began moving the plug back and forth inside her ass. Sunset's breathing quickened and she let out more squeaks as Rarity's fingers returned to her slit and began playing with her clitoris.

“That's right, just let it take you, Sunset,” Rarity cooed. “You poor thing. It's been so long since anyone showed you some attention, hasn't it?”

“Never... never like this... just hugs from... family... princess...” Sunset gasped. It was so good. She felt so warm. So safe. So loved.

Rarity blinked. Rumors abounded at the school about Sunset's proclivities, but she never expected that particular rumor to be untrue. She leaned forward and planted another kiss on Sunset's left cheek. “I'm so glad you let me be your first, darling,” she cooed.

“Me... me tooooo. Oh God!” Sunset was actively pushing against the plug. Rarity smiled as she felt the wetness between Sunset's legs drip onto her hand. All right, darling, time to let all these feelings out.

With one forceful motion, Rarity pinched Sunset's clit and shoved the plug as deep as it could go. Sunset's eyes flew open and she screamed as her orgasm hit her. Her knees locked, her toes curled, and her whole body shivered as the pleasure rocketed through her. Her upper body collapsed into the pillow while her hips continued to jerk and buck. Rarity held onto the base of the plug, watching in satisfaction as Sunset rode the wave.

Soon, Sunset calmed down enough so Rarity could remove the plug. Sunset collapsed onto the bed, letting out a long groan of pleasure. Rarity giggled and wiped down the plug with another antiseptic wipe, before returning both it and the packet to the nightstand. She got up off the bed, unzipped Sunset's skirt and began pulling it off. Sunset was like a limp noodle, but she helped by raising her hips slightly, allowing Rarity to remove it and toss it on the floor.

“'nk you, Rarity,” Sunset mumbled into the pillow. Rarity smiled, leaned over and kissed Sunset on the cheek.

“Happy to help, darling. Get some rest. I'll call you tomorrow morning.”

Rarity picked up the discarded nurse hat and turned to go, when she felt Sunset grab her hand. She looked back. Sunset was resting on her other elbow and looking up, her face flushed.

“Wait. Don't go.”

“What's the matter, darling?”

Sunset bit her lip and blushed. “It's... it's your turn.”

Author's Note

Not quite finished yet.

And if you've enjoyed this story, please rate and comment. It gives me motivation to keep working on it.

Thanks.