Getting Back On Top

by Barley Citrus

Rating: mature
Tags: Sex, Sunset Shimmer, Drama, Opalescence, Twilight Sparkle (EqG), Romance, Rarity (EqG), Equestria Girls, Porn, Fetish
Length: 8582

After a soft breakup with Sunset, Rarity goes out for some fresh air. But while deciding whether or not to patch things up with Sunset or to move on, Twilight happens to catch her interest. And they might be just what one another needs right now.

After a soft breakup with Sunset, Rarity goes out for some fresh air. But while deciding whether or not to patch things up with Sunset or to move on, Twilight happens to catch her interest.
And they might be just what one another needs right now.

Commissioned by [anonymous]

Kinks:: #Face Sitting #Cunnilingus #Masturbation #Roleplay #Dom/Sub #Orgasm Denial #Sixty-Nine #Squirting

Cover Art:: Jankrys00

Published 2019-10-11 16:20:01 UTC
Last updated 2019-10-11 16:20:01 UTC

Prologue

Author's Note

Kinks:: #Cunnilingus #Roleplay #Dom/Sub

Prologue

-

Rarity placed a hand on Sunset’s chest, fully nude as she straddled her waist. She wore a cheeky grin as she held the girl down and gyrated her hips over her body.

“Are you ready for me to take my seat?”

“Hmm,” Sunset faintly blushed. “Let me just eat you out. You know I can make you cum.”

“Don’t spoil my fun.” Rarity huffed, patting Sunset on the cheek. She crawled further up Sunset’s body until she straddled her shoulders and wiggled her hips. “Now don’t slouch. Miss Rarity needs serviced properly.”

Sunset blushed a little harder as she stared up at Rarity’s pussy, her thighs on either side of her cheeks. It wasn’t her first time she’d tickled this fancy for Rarity but it had started to feel a little demeaning to her. The way Rarity made her play along when Sunset knew she could make this just as exciting on her own.

“Mnf!” Rarity squeaked as Sunset grabbed hold of her ass and grinned. “Much better, darling. Now you’re getting into-wahh!”

To Rarity’s surprise, Sunset suddenly sat up, lifting her into the air with ease. Rarity grabbed onto Sunset’s hair for stability as she was turned around in bed.

“Sunset! What are-unf!” Rarity’s back hit the soft mattress and she stared surprised up at Sunset, looming tall between her legs. “What are you doi… ooh.”

Rarity cut herself off at the hungry look in Sunset’s eyes and felt her heart leap. Her friend was, of course, much bigger and stronger than she was and the way she so easily overtook her made Rarity blush.

“I’m just doing what we both clearly want,” Sunset said matter-of-factly and dove between Rarity’s legs.

“Mmf! S-sunset, no. I was really getting immersed in our roleplay.”

Sunset didn’t respond, eagerly licking Rarity’s clit and sinking two fingers inside of her. Rarity’s face glowed red as her thighs curled around Sunset’s neck and she still clung to her hair.

Sunset’s sudden command of control couldn’t help but remind Rarity of the girl’s darker days. She bit down on her lip, her heart pounding as Sunset handled her pussy with ease and brought her pleasure to its peak.

“Ngh, Sunset… s-stop.” Rarity squeaked out just before she went over the edge. “Ngah ahn!”

Rarity squeezed Sunset’s face between her thighs as her pussy suddenly spasmed with a powerful orgasm. She tugged on Sunset’s hair, her hips trembling as she came. Sunset pried her thighs open and leaned over Rarity with a smirk.

“What did I tell you?”

Rarity’s breathing was heavy and a little shaky and she avoided looking Sunset in the face.

“Y-you didn’t have to… do it so quickly,” she said softly, her lip quivering.

Sunset’s face fell as Rarity reached up to wipe a tear from the corner of her eye.

“Oh my god. I- Rarity are you crying?”

“No!” Rarity whined, hitting Sunset on the shoulder. “You just startled me. Okay?”

“I’m- I’m sorry. I just wanted to make you feel good.”

“Well, I wanted to take it slow.” Rarity finally looked at her, her cheeks and forehead blushing red.

“I don’t know.” Sunset sat on her heels and crossed her arms. “It just felt like you were leading the whole thing.”

“That was the fantasy, dear. That I was in charge.”

“But you’re always in charge.”

“You know I like to be on top. I thought you were okay with that?”

“I am. Mostly…” Sunset paused, thinking over her words before she said them. “I just- lately it’s felt like I’m stuck on the bottom. I can lead the way too.”

Rarity sat up, her blush fading as she listened to her friend's words and placed a hand on her arm.

“This is about more than the sex, isn’t it?”

“Ugh, I guess…” Sunset frowned, looking away from Rarity. “Sorry to get serious all of a sudden.”

“Go ahead, dear. You know we can always talk.”

“You know I’ve been trying to be more confident. Ever since that whole incident at the Friendship Games, I feel like nothing’s gonna change unless I take charge.”

“Darling, that doesn’t mean we can’t fantasise a little.”

“No, I know. But don’t you think maybe I’ve grown past subbing? Like, I’ve become more dominant in general?”

“What?” Rarity couldn't help but smirk. “Dear, I like you being on bottom for both of our sakes.”

“I know you do… but I feel like if I want to change. I have to change everything.”

“And what do you mean by that?”

“Just that- I don’t know. Maybe we should… take a little break? Just a short one. To think things over.”

“Hmn… maybe you’re right.”

“Whew, I’m glad you understand. I was worried I’d upset y-ow!”

Sunset flinched as Rarity pinched her cheek, her expression totally neutral.

“Come now, nothing wrong with a break. Happens to the best of us.” Rarity slid off the side of the bed and walked over to pick up some of her clothes. “A lot has changed as of late. It’s bound to shake things up.”

“Yeah. It’s just a shakeup.”

“We’ll bounce back in no time.”

“Right. In no time.”

“You have a whole group of friends to help you out.” Rarity slipped on her skirt, hovering near the door. “It just can’t be me for the time being.”

“Um, Rarity?”

“Hmm?” Rarity finally glanced back at Sunset who still sat naked on her bed.

“Do you think you could make me cum first before you go?”

Rarity slipped on her blouse, eyeing Sunset as she smoothed down her outfit.

“I don’t think that’d be the uh… be in our best interest, right now.” Rarity said as she opened the door. “I’ll see you around, darling.”

But Rarity, this is your-” Sunset flinched as the door shut. “House… aww man.”

Sunset sighed and fell back onto the mattress to stare up at the ceiling. She squirmed at the slickness between her thighs and covered her face with her hands.

“Fuck.”

Chapter 1

-

Rarity, in this rare instance, didn’t care about her appearance at all: she wore nothing but a thin tee-shirt and some panties. With no plans to leave her house today, she just laid draped over her chaise like a throw blanket. She slowly shifted around until her head hung off the edge and kicked her legs up onto the back of it with a sigh. The room was totally still, save for her cat walking quietly in.

Rarity brought a can of whipped cream up to her mouth, casually slipping the nozzle between her lips and pressing it with her teeth. She drank up the cool sweet cream that sprayed out until her cheeks were full.

“Mmm…” Rarity hummed, opening her eyes to Opal staring back at her. “What?”

“Mrrrow…”

“Don’t you look at me like that.” Rarity scolded. “Whipped cream is low-calorie. It’s not like I’m eating ice cream!”

Opal walked off and Rarity wore a victorious grin, setting the can back down next to the emptied ones that scattered the floor. She shifted around again and laid face down on the chaise, listening to the music that filled the room on a low volume. She softly groaned into the cushion and kicked her feet restlessly behind her.

It was a Thursday, which for the past several months had been her and Sunset’s regular date night. Rarity had made sure the day was always wide open for that sake which unfortunately left her struggling to distract herself at the moment. She’d initially resolved to spend the day working on some designs but her thoughts were inescapably tinted red and yellow. It had been less than a week since she’d last been with Sunset, after all, so she considered it a foregone conclusion.

“Hmnnn…” Rarity’s hand idly kneaded the firm cushion and her mind drifted to the feeling of Sunset’s firm skin. “Ugh, dammit Sunset…”

It was no surprise to Rarity that her thoughts were stuck on Sunset, she’d been spending some time reflecting on their relationship. It had begun nearly by accident around the time that Sunset had been struggling most with her past. Rarity, being the self-appointed queen-of-self-esteem, couldn’t resist offering her guiding hand and Sunset was more than happy to hand over the reins.

It just started out as a little life-advice and Rarity helping Sunset work through some of her hangups. But one brief comment about being lonely and an even briefer moment’s realisation of mutual attraction later and things escalated rapidly from there. Rarity was taking control in a very different way and guiding Sunset through a lot more than just self-affirmation exercises.

Thoughts of their love-making pushed their way into Rarity’s mind, flustering her even more. She was faced with the lingering images of Sunset’s defined figure and flipped back over to stare at the ceiling, her cheeks red.

“It’s not fair.” Rarity yanked the pillow from behind her head and crumpled it between her hands but it only reminded her of holding Sunset’s waist. “Why are you so ngh cute!”

Rarity dropped the pillow and covered her face with her hands: it felt hot to the touch. As a girl that was constantly cultivating her appearance, Rarity had always been a little envious of Sunset’s body. It seemed to come so naturally to the girl, but the only thing stronger than Rarity’s envy was her desire. She knew Sunset very well and understood why they were growing apart in the bedroom, honestly, she did. But the thought of letting Sunset slip through her fingers made Rarity writhe, she wanted her so badly.

Rarity’s hips fidgeted and she pressed her thighs together, thinking about Sunset was getting her excited. She had no doubt that if she pressed Sunset on the matter she could wear her down: they were both lovely young ladies with needs after all. But as badly as she wanted her, Sunset needed time and space and Rarity would never put her physical desires before her friend’s wellbeing. Even if those particular desires were being very persistent with her.

“Well...” Rarity sighed, tucking the pillow back behind her head. “I haven’t had to do this in a while.”

Rarity glanced sternly down her could-be-thinner waist and flipped her shirt up to reveal her navel. She begrudgingly slipped her thumbs into her waistband and just barely lifted her hips to remove her panties. She shimmied them down over her ass, though the crotch of her panties clung to her cleft. Rarity faintly blushed as she peeled the panties off, noticing a sticky strand of arousal connecting her lips to a particularly wet spot in the crotch of them.

“Oh! I uh-” Rarity glanced around as though anyone else were there and casually pulled the panties back up to her waist. “I’d better keep these on in case I… make a mess.”

Rarity cleared her throat, fidgeting as she traced her finger over her mound. She rubbed into the wet spot, teasing her inner lips over her panties and enjoying the touch of the slick cotton. She was already tingling and she rubbed her way back up to her clit, feeling it stiffly poke back.

Rarity wriggled around, really nestling down into the cushions of the chaise as she stroked her clit. There were certainly more effective ways she could be pleasing herself but the feeling of cloth rubbing against her little nub felt addicting. The thin fabric felt so soft to the touch and yet offered more friction than bare skin.

Rarity tried rubbing more quickly and it made her clit start to feel hot. It felt almost ticklish but the sensation was sharper and made her toes tingle with every stroke. It actually felt too good and she already had to pull her finger away.

Rarity was used to playing around with Sunset so that by the time she’d get close, it felt so powerful and cathartic. At the moment, her pleasure was all concentrated on her clit, biding for a hard and fast climax but Rarity wanted there to be more to it. She glanced back down her waist, stricken by the disparity between what she saw and what she felt. On the surface, she could only just see the slight twitch of her clit beneath her panties but within, it was heavy and pulsating.

She placed her hand on her navel, gently sliding under her panty-line and she shivered as she met her clit directly. After rubbing so intently over her panties, the skin of her clit felt so delicate and warm by comparison, folding under the slight pressure of her fingertip. The hot friction of her panties had left it sensitive and she could feel her heart beating between her legs.

“Mngh it’s not… enough.”

Rarity groaned as her hand brushed down over her clit and between her legs. Without Sunset around she simply wasn’t going to get the orgasm she was used to. She was becoming impatient and even if it wasn’t enough, she just needed to cum right now.

Rarity’s labia felt slippery with arousal and she took a moment to rub it around, wetting any part of her that wasn’t already soaked. She ran two fingers along her slit and her inner lips easily parted as she pushed them inside. There was an immediate difference in sensation as she sank in past the knuckles, feeling the quivering embrace of her own depths.

“Just ahn a little ngh mor-wahh!” Rarity suddenly shrieked as the weight of her cat landed on her stomach and her hand sprang free of her panties. “Opal, no!”

“Mrrr…” Opal ignored her, walking in small circles on her navel before curling up and lying down.

“Opal… ”

Rarity stared exasperatedly at the cat occupying her lap and she sighed, going limp on the couch and letting her arm hang off the edge. She rubbed her slick fingers, feeling the need between her legs for them to return, but Opal was a persistent cat. She’d be better off going somewhere else where the cat couldn’t reach her but first, she’d have to get past her.

“Opal, please move. Mommy needs some alone time.” Rarity tried to sit up but fell right back down. She gave Opal a push, only for her to unfurl her claws on her stomach. “Ow! No claws!”

This was the problem with being such a small girl with such a… well-fed cat. Rarity squirmed under her captor, trying to wiggle free but Opal remained planted in her lap.

“Opal… just mgh scooch over you big furball.”

“Mrrow.” Opal looked at Rarity and suddenly leaped away, walking off with her tail in the air.

“Oh no, baby.” Rarity placed a hand over her lips and watched her cat go. “I’m sorry, Opal. Mommy didn’t mean it!”

Rarity sighed as her cat left the room and she slumped over in her seat. Suddenly she didn’t feel so in-the-mood anymore. She really needed some fresh air.

Rarity fell back onto her chaise, wiping her slick fingers off onto herself. She looked on either side of her, squirming around as she searched for her phone before spotting it on the floor and picking it up. If she was going to go out it might as well be with one of the girls, so she casually flicked through her contacts. She never liked being seen out and about alone, it made her look lonely.

“Hmm… Applejack’s out of town. Fluttershy’s at the shelter. Lyra… I don’t even remember who that is.” Rarity rolled over onto her stomach, mumbling to herself as she quickly scrolled through the names. “Pinkie’s too much to handle right now. Rainbow, maybe. Sunset, no. Twilight… hm. Twilight’s always free.”

Rarity laid her face down on the cushion for a moment before pushing herself back up to sitting. She stared at the screen for a moment longer before tossing it onto the cushion and stood up. She stretched her arms up briefly and laced her fingers into her hair, just holding them there as she walked over to her mirror, eyeing her ruffled form.

“Twilight said she was having some weird nightmares didn’t she?” Rarity posed, cupping her tiny tits and observing her waist at every angle. “Perhaps I can give her a talk. I need a shower.”

————————————————————

Rarity let out a relaxed sigh, glancing to one side and seeing Twilight, glancing to the other and seeing the familiar amusement park. Not the ideal place to Rarity but being out and about was enough for now. Her skin was still warm and tingly in the afterglow of a hot shower and the air outside was slightly cool. All of those thoughts that were bogging her down at home were almost kind of not even really bothering her for the time being.

“Here Rarity, have some.”

“Hm?”

Rarity glanced back at Twilight walking up to her, having not even realised she’d walked away.

“I bought some cotton candy!”

Rarity winced at the large cloud of fluffy sugar, taking a short step away.

“Eh… I suppose I could take a-” Rarity plucked a cotton ball’s worth of candy from the mass. “A little bit.”

Rarity looked the other way, silently cursing Twilight as she popped the treat into her mouth. She held her cheek, faintly blushing at the way her jaw tingled as the sweetness melted in her mouth. Why did it have to taste so good.

Twilight just looked forward as she walked, happily taking bites at the cotton candy, unaware that Rarity’s discerning eye was on her waist.

“Twilight, dear.”

“Hm?”

“If I may… how do you stay so thin? A smart girl like you must have some trick. Right?”

“Oh, uh.” Twilight looked at Rarity and then her cotton candy and smiled bashfully. “No, not really.”

“Oh, come now. There must be something. You don’t seem the… exercising type.”

“Well, no, you’re right. It’s just-” Twilight lowered her voice as though someone might overhear. “It’s a little embarrassing. But I just get so caught up in studying that… I often forget to eat.”

Twilight smirked and looked back at Rarity who frowned.

“Of course… not eating.” Rarity mumbled to herself. “Why didn’t I think of it?”

“What was that?”

“Um, nothing dear.” Rarity smiled and patted Twilight’s shoulder. “I’d expect nothing less of you.”

Rarity glanced back down at her friend’s waist, she had never really paid much attention to her body before. She couldn’t help but feel just a little bit jealous that her more sedentary friend had managed to acquire such a figure. Overall, Twilight was a very narrow girl but her slender waist did lead Rarity’s eyes down to a pleasantly plump rump. She fell just a step behind Twilight, appreciating how the girl’s skirt perfectly outlined her two round cheeks as she walked.

Rarity suddenly perked up as she realised how hard she was staring and shook the thoughts from her head, catching back up with Twilight.

“Um, right, dear. I wanted to talk about something.”

“Oh? What is it?”

“It’s about those nightmares of yours.”

“Oh…” Twilight knit her brow, taking another bite of her cotton candy and looking ahead. “We don’t have to talk about that.”

“No no, dear. We do. I can see it in your eyes.”

“Y-you can see what in my eyes?” Twilight abruptly stopped and looked at Rarity expectantly. “Does it look magic?”

Rarity looked back at Twilight with a brief I-told-you-so expression and shook her head.

“Listen to you…” Rarity reached up and touched Twilight’s cheek, rubbing below her eye with her thumb. “I mean the bags. You have such delicate complexion. It’s absolutely unbecoming of you.”

Rarity let go of Twilight and shook off her hand as though something were on it.

“Uh, thank you, Rarity.” Twilight smiled. “I think I needed to hear-”

“I don’t want to hear thank you.” Rarity cut her off, waving a hand in her face. “I want to do something about it. Do you know how many products I use to get this?”

Rarity grabbed Twilight’s cheek and pinched it, making Twilight giggle nervously and swat her hand away.

“O-okay, I get it. I think. It’s not like I haven’t been trying…” Twilight looked forward and resumed walking, taking a smaller bite of cotton candy. “I guess that’s why you’re here.”

“I couldn’t miss out on a chance to help a friend.”

“Thanks, but I don’t really know what to say. I mean… they’re just nightmares.”

“Just nightmares, would you listen to yourself! There’s clearly an underlying problem here, darling… I mean, really. And you’re supposed to be the smart one.”

“You’re probably right.”

“I’m most certainly right.”

“Okay. Maybe you’re definitely right. But that doesn’t mean that I know what the cause is. Maybe it’s not just psychological in nature, maybe it’s magical… or both! I don’t know!”

Twilight flung her arms out, losing about half of her cotton candy in the process. She flinched and tucked her arms back in close, looking around nervously for any onlookers.

“Well, I have an idea.”

“Yes?” Twilight responded immediately, eyes snapping back onto Rarity.

“Well, might you be feeling stifled?” Rarity hesitated for a moment, observing Twilight’s expression. “Perhaps, very frustrated? Like there’s something you can’t quite get out. Tell me if I’m getting warm, dear.”

“You are. I’ve been feeling all of that.” Twilight held her cotton candy against herself, not minding that she was getting sticky. “How did you know?”

“Now, don’t take this comparison the wrong way.” Rarity paused and cleared her throat. “But I’m reminded of Sunset… when she turned into a demon.”

“Oh…”

“You have to admit. They are somewhat similar circumstances.”

“They are…” Twilight nodded cautiously, looking unsure. “At least, from what you’ve told me about that… incident.”

“But that’s good. If Sunset could bounce back from it then so can you.”

“That is comforting to think about.” Twilight finally smiled again and her shoulders relaxed a bit. “Perhaps I should’ve been talking to her about this more.”

“Oh, no need, dear. After all, I’m the one that helped her work through it.” Rarity patted her chest and wore a self-congratulatory grin. “And I have perfect faith that I can manage a repeat performance.”

“So what did you two do?”

“What didn’t we do?” Rarity mumbled to herself before looking back up at Twilight and placing a hand on her shoulder. “Uh well, a number of things, dear. Magic can have all kinds of lingering effects on the body as it would seem.”

“On the body? Like what?”

Rarity took one more moment to eye Twilight’s body but managed to keep from getting distracted again.

“Well, I’m going off what Sunset has told me but… hmm, well she used to feel very agitated. Consistently so.” Rarity paused again, choosing her words carefully. “Like there was tension she couldn’t quite release.”

“I have been feeling tense. Even my mom commented that my fuse seemed shorter than usual.”

“Yes, and Sunset felt the need for… catharsis.”

“I think that goes without saying.”

“Something to physically destress, in Particular. Like- like yoga, or exercise or…” Rarity paused as though she were trying to think of the next word, gesturing coyly with her fingers.

“Okay, I see what you’re getting at.” Twilight faintly blushed and lowered her voice, taking a step closer to Rarity. “I’m no stranger to using masturbation for stress-relief.”

“Fair enough. No need to beat around the bush, I suppose.”

“But It’s not really been helping. It always just leaves me feeling like the other shoe is about to drop. But it doesn’t.” Twilight took another step closer until their shoulders touched. “I just, you know… finish. And it’s never really cathartic. I’ve- I mean, I keep trying…”

“Dear, you sound exactly like Sunset did. I have no doubt we’re dealing with the same… backed-up-ed-ness. It just takes something a little stronger to work it loose.”

“I don’t know… I’ve kind of tried a lot of different ways. There's not that big of a difference.”

“Come now, you’ve learned this lesson before.” Rarity raised an eyebrow at Twilight, feeling a sudden need to tease her friend. “Your efforts are always improved with the help of a friend.”

“Oh… uh r-right.”

“Well, don’t act so surprised. You know well that Sunset and I were intimate and it did a great deal to… work out her kinks, as it were.”

“That’s a suspicious choice of words…”

“It is, isn’t it?” Rarity smirked, giving Twilight a knowing look. “I take it you haven’t been with anyone since then?”

“No. I haven’t.” Twilight said quickly, looking for a change-of-subject. “B-by the way, how are things between you and Sunset.”

“Never mind it, dear. This is about you.”

Twilight flinched at her instant response, nervously grabbing her wrist and staring down at her cotton candy as she spoke.

“Okay. So then, what? You’re- you want me to get together with someone?” Twilight’s voice cracked on those last few words as though she’d accidentally said something naughty but she managed to smile. “I guess I would like to-”

“No no, dear. Don’t get me wrong.” Rarity grabbed Twilight gently by the arm, stopping them from walking and looking up at her face. “I would never outsource a job best suited for yours truly.”

Twilight wasn’t entirely certain what Rarity was getting at but she felt a chill move up her arm from where Rarity touched her.

“What do you…?”

“After all, I have nothing but confidence in my own handiwork.” Rarity batted her eyelashes in a way that made Twilight decidedly more certain. “Would you mind doing a little something for me?”

“Of course not.”

“Just a little test. For your sake, of course.”

“Sure. What is-”

“Kiss me.”

“Uh…!” Twilight’s mouth suddenly felt dry and she looked at their surroundings. She was happy that Rarity wanted to help but at the moment, she felt even tenser than usual. “O-on the cheek, ri-?”

“Mouth, dear,” Rarity said matter-of-factly, tapping her lips with a finger. “Don’t leave me waiting.”

Twilight absentmindedly licked her lips as she looked down at Rarity’s. She nodded and leaned cautiously down, flinching when she felt Rarity’s hand on her cheek and pushed herself forward until their lips met. She felt her shoulders relax, enjoying the soft touch of their lips but Rarity suddenly pushed her away.

“Really now, Twilight. Put some tongue into it, would you.”

This time Rarity held Twilight’s other cheek and pulled her back into the kiss. This time Rarity was the one licking Twilight’s lips but Twilight blushed and let the tongue inside. Rarity quickly took control once she realised how at-a-lossTwilight was but still she kept the kiss brief. She couldn’t help but notice that Twilight’s waist was softer to the touch than Sunset’s was.

“Mm…” Twilight blinked and smiled bashfully at Rarity. “That was nice.”

“What do you say we go back to my place and…”

“Oh! Well, I don’t know about- I mean, I-I didn’t mean-”

“Twilight!” Rarity clenched Twilight’s blouse, commanding her attention.

“Y-yes?”

“We’re going to my place.”

Their eyes met and Twilight gained a blush.

“...O-okay.”

————————————————————

“Ngh ahn, Rarity.”

“What did I tell you? It’s just what you needed.”

Twilight was sitting on Rarity’s bed, only her blouse remaining as she touched herself. She’d only ever done this in private before and blushed at the way Rarity watched over her.

“I’m uhn, getting close.”

“What? Then slow down.”

“I uh- mnf.” Twilight slowed her rubbing but it made little difference and her thighs twitched. “I’m really sensitive.”

“You didn’t say anything about that earlier.”

“I wasn’t exactly ngh e-expecting this to happen.”

“Hmf, well Sunset used to be a quick-shot just like you. At first, anyway.” Rarity looked coolly at her nails, her eyes flicking back and forth to watch Twilight masturbate. “But a little time with me and she could last just as long as I wanted her too.”

“How is th-”

“Stop.”

“What?”

Twilight looked quizzically at Rarity, her fingers still briskly rubbing her inner lips.

“Stop.” Rarity said simply, gesturing with her fingers. “Hands up, dear.”

“But I-I’m really close…”

“Twilight, really now.” Rarity huffed and stepped forward, snatching Twilight’s wrist away from her snatch. “I know you’re a better listener than that.”

Twilight’s thighs twitched and she gawked up at Rarity feeling flustered and unsure how to react.

“Rarity, what are- why’d you stop me?”

“I just wanted to slow this evening down is all.” Rarity answered perfectly calmly. “I haven’t even undressed yet.”

“Yeah… I guess so. But I could have-”

“Twilight.” Rarity cut her off. “I told you this was to help you, didn’t I?”

“Uh, yes.”

“To help you release all this built up agitation you have? You do want my help, don’t you?”

“...Yes.”

“Then you need to work it out properly. Got it?”

“O-okay. Got it.”

"Good. There's an order to these things, after all."

Twilight sighed and drew her hand back as Rarity released her, looking back between her legs. She had gotten so close to the edge but the tension between her legs was quickly dissipating and she looked over Rarity’s body.

“So are you going to…?”

Rarity gave Twilight a sidelong glance and grinned, leaning in between her legs.

“I want to have a turn.”

Rarity dabbed her fingers on her tongue and Twilight flinched to feel a hand back between her legs. Rarity extended her fingers, rubbing them back and forth briskly over Twilight’s clit for a quick response. She smiled at the way Twilight’s hips squirmed as her clit flicked back and forth beneath her hand before stopping again.

“Heavens, Twilight. Such a strong reaction.”

“Ngh, I told you. I’m really sensitiv-ah!”

“Mm-hmm.” Rarity casually slipped her middle two fingers inside of her. “Let’s see how it feels in here, then.”

Rarity began moving her hand briskly, caressing Twilight’s slicked inner walls. She moved her fingers back and forth, drawing circles inside of Twilight and earning a pleasant response. Twilight had leaned back onto her arms to brace herself and Rarity was amused by the faces she made.

Rarity pressed into the wall of her pussy, focusing on every bump and crease she could find. She curled her fingers, giving her tunnel a tiny stretch and Twilight softly gasped as Rarity’s knuckle poked up against her g-spot. Rarity kept them curled as she pumped her fingers, rubbing both walls of Twilight’s pussy at once. She started to hear a steady schlick from how wet Twilight had become and she bit her lip.

Twilight leaned back on one hand now, holding her forehead with the other. Her expression looked like she was concentrating hard and quietly moaning with each breath. Even in the throes of pleasure, Twilight kept this air of fragility and femininity that almost made Rarity jealous. But it also lit a fire in her and Rarity undulated her fingers in Twilight, pulling her tight walls apart with each thrust.

“Now darling, tell me when you’re getting close.”

Twilight didn’t react with more than a twitch and Rarity glanced curiously up at her. She slowed down her fingering, unsure if her friend had ignored her or not.

“Twilight… did you hear me?”

Once again Twilight was silent but she bit her lip and Rarity huffed as she felt her tunnel twitch harder. Rarity abruptly yanked her fingers out in time to see Twilight’s clit throb once, a dribble of fluid leaking from her slit.

“Uhn, please. Don’t st-”

“Really now, Twilight! Why would you do that?”

Rarity knit her brow, genuinely feeling a little annoyed. First, it was Sunset and now Twilight: what was with these girls not wanting to play along with her. She asked for so little but apparently she’d have to be more firm with her friend.

“But I’m so close. Let me just…”

“Don’t you dare try and touch yourself.” Rarity wagged her finger at her disobedient friend. “In fact, just put your hands on your head, why don’t you.”

Twilight’s hand flinched away from her lap and she placed both firmly back onto the bed. Rarity actually sounded disappointed in her and she felt a pang of guilt.

“S-sorry. I wasn’t trying to ruin your fun or anyth-”

“I said hands on your head!”

“What?” She glanced up to check Rarity’s face but it was unwavering. Slowly she lifted her arms up, looking away as she laced her fingers and placed them on top of her head. Suddenly her face felt even hotter than when Rarity had been fingering her and her lip quivered. “Rarity… I feel silly.”

“You should feel silly. You couldn’t follow one very simple direction for me.”

Twilight swallowed a lump in her throat and glanced back between her legs. She’d gotten even closer to cumming the second time and despite having a moment to cool down, it still tingled.

Her fingers twitched and she looked back at Rarity, whose face had softened.

“Can you…?” Twilight waited expectantly for Rarity to act, rubbing her thighs together as she sat there. “You’re going to, right?”

“No, dear. I think you’re due a little punishment for that last stunt.”

“...What do you mean, Punishment?”

“Well, not a punishment, per se. You’re just going to have to take care of me now. It’s actually quite the reward.”

“Oh. Okay then.”

“Although…” Rarity glanced between Twilight’s legs and brought the hand she’d used on her to her mouth. Her eyes flicked up to Twilight’s as she tasted them. “I suppose I haven’t gotten to give you a proper taste yet.”

“We could do both.”

Twilight gestured for Rarity to turn around but she just crossed her arms.

“No no, darling. If you can’t play along with me then I shan’t play along with you.”

“I can play along.”

“Wonderful. Then you should have no trouble doing a little something special for me.” Rarity gave her fingers one more lick and wiped them off on Twilight’s blouse. She placed a hand onto Twilight’s chest, needing to prop her knee up on the bed just to be able to push the girl onto her back. “Only once I get what I want will you get yours.”

Twilight blushed as she fell back, keeping her eyes on Rarity who returned to standing next to the bed to look domineeringly over her. As short as the girl was, having Twilight lay completely down like this was the only way she could really look down at her.

“You’ll see.” Rarity finally cracked a smile and grabbed the hem of her blouse, pulling it up over her head. She set it gently onto her nightstand and began to unfasten her skirt. “Tell me, dear. How often do you find yourself admiring my figure, hm? I’m sure you’ve always wondered what I looked like underneath.”

“Not really.”

“Twilight!” Rarity let go of her skirt and crossed her arms, right back to scolding her friend. “How rude. It’s like you’re just asking to not do this!”

“I-I mean, I’m interested now!” Twilight defended, although she didn’t dare sit back up. “I just- I haven’t thought about it before.”

“Well then…” Rarity continued undressing in a huff, mumbling to herself. “To think I’m just giving my body to someone so unappreciative.”

While she honestly hadn’t looked at Rarity in that way before, she couldn’t possibly deny how attractive her friend was. Even though the evening had yet to go her way, she was feeling luckier and luckier by the moment. She stayed still as she watched, captivated by Rarity’s undressing until she stood in nothing but a little camisole-bra.

“So… what was it you wanted me to do for you?”

Twilight was trying to wait patiently but Rarity was just looking herself over as though Twilight wasn’t there. She walked up to Twilight’s mirror, pinching herself here, cupping herself there.

“Hmm… I’ll admit, I’m not at my best. Not that you would notice.”

“Rarity I-”

“Hup-bup-bup. It’s too late for flattery now.”

With her back turned, Twilight couldn’t see that Rarity was actually smirking as she guilted her. Not that Twilight would have necessarily noticed the smirk: her eyes were instead on Rarity’s small but perky ass. The longer she was made to watch Rarity prance around naked, the harder she found herself staring and the more impatient she was becoming. This almost felt more teasing than when Rarity was actually touching her.

Twilight was about to comment again when Rarity walked around to the other side of the bed and crawled onto it behind her. She glanced back in time for an upside-down view of Rarity’s face over hers.

Rarity grinned down at her clueless friend, smirking as she caught a whiff of her minty breath.

“Say, Twilight. Would you like a kiss?”

“Um, sure.” Twilight smiled at Rarity’s more relaxed tone. “Why?”

“Oh, just thought I’d take the opportunity while your breath was still fresh.”

Rarity leaned in and captured Twilight’s lips before she could respond. She reached up and held Twilight’s cheek gently as she teased her tongue. Her kiss was eager but not too firm, rather enjoying how soft Twilight’s lips were against hers. Twilight, however, was kissing more dazedly so Rarity pulled away with a smooch.

“Now perk up, dear.” Rarity firmly patted Twilight on the cheek. “I do hope you know how to use your tongue better than that.”

Twilight gained a soft blush, licking her lips and swallowing the taste of Rarity’s mouth. Her blush quickly grew much more intense as Rarity crawled over top of her, her knees coming to rest below her shoulders. She was nearly distracted from what was in front of her eyes by the way Rarity hovered over her hips in a sixty-nine position. She wanted to be touched so badly and her hips wriggled, rubbing her thighs together.

“You mean you’re going to-?”

“Don't get too excited, dear.” Rarity leaned back onto her knees, resting a hand on Twilight’s blouse as she squatted over her face. “I told you. Not until I’ve had mine.”

“Oh, I-” Twilight finally focused upward, getting her first full-on view of Rarity’s pussy. It was clear to see that Twilight wasn’t the only one getting worked up today as she noticed how flushed Rarity’s pussy was, her surprisingly full labia lightly swollen with arousal. And it was all perfectly framed by Rarity’s round little cheeks and plush thighs. “I uh… r-right.”

“Just tickling a particular fancy of mine. Honestly, if you know what you’re doing at all, you’ll get me there in no time this way.”

“I’ve um, never actually done this before.”

“Hm? Well, that’s no surprise. Most people prefer traditional cunnilingus to more… kinky alternatives.”

“No. No, I mean… I’ve never eaten a girl out before.”

“Oh!” Rarity was a little surprised but that was quickly eclipsed by a delight. The thought that her pussy would be Twilight’s very first actually tickled something in Rarity and her need to taunt returned in full force. “Hmf! And to think you wanted me to finish you off when you had no clue how to return the favour.”

“Well, I don’t know if I’d say no clue.”

“I don’t do this with just anyone, you know?” Rarity whined dramatically. “And here I thought you had a little more to offer.”

“I-I didn’t mean to deceive you or anything.” Twilight eagerly defended herself, forgetting at the moment that Rarity had initiated all of this.

Twilight’s face was suddenly hot with embarrassment by how enrapturing Rarity’s rear-view really was. She couldn’t help but wonder if she’d actually pushed her friend into offering such an intimate part of herself to her. It should’ve been obvious that wasn’t the case but it was becoming increasingly difficult to think clearly with Rarity’s pussy in her face.

“Well.” Rarity sighed. “I do hope you can at least appreciate just how few people get to see this view.”

Rarity punctuated her sentence with her hand between her legs, parting her lips for Twilight.

“Y-you really do have a pretty pu-mf!”

Rarity cut her off by plopping down onto her face and wiggling around until she was comfortable.

“That was rhetorical, darling. I know what I have.”

The heat in Twilight’s face was suddenly matched by the heat pressed against it. She could no longer distract herself from the new territory of Rarity’s pussy as it rest on her mouth. She tried to take her time, admiring the tiny cheeks that now eclipsed her vision, the pristine little pucker that her nose was pressed against. Her mind, however, was one-pointedly fixated on the pervasive scent of Rarity's arousal and the accompanying nectar that dribbled onto her lips.

Twilight couldn’t deny her genuine desire to explore any longer and opened her mouth, tasting Rarity’s arousal immediately. She stuck her tongue out, unsure of where to start and just licked anything her tongue could reach. She lapped from Rarity’s outer labia inward, sucking her inner lips into her mouth to play with. It didn’t take long to figure out that the most intense flavour was within Rarity’s depths and Twilight’s tongue quickly honed in on more sensitive parts.

Twilight’s body felt hot and she shifted her hips back and forth. The heat of Rarity’s pussy was acting like a reminder of her own. Without ceasing her work on Rarity, she freed one of her arms and reached down her navel. She was so desperate just to touch her burning dripping mound but Rarity was literally on top of her.

“No no no,” Rarity chirped, smirking at the way Twilight’s hand flinched and feeling her groan in between her legs. “Hands up, darling.”

Twilight’s hands just paused where they were, unsure of what to do with them.

“Come on, now.” Rarity clapped to grab her attention. “Hands in mine. Let’s go.”

Twilight hesitantly lifted her hands and Rarity took them into her open palms. She folded her arms back and placed Twilight’s hands onto her legs, wrapping them around her thighs.

“Are you listening?”

“Mm-hmm.” Twilight hummed through her pussy.

“Good. Then, grab here.”

Twilight was glad that her face was hidden by Rarity’s ass at the moment, so she couldn’t see how red she was while Rarity literally lead her by the hand. She did as Rarity asked and gripped her thighs in her hands, feeling Rarity let go of her.

“Now, Twilight, your hands are not allowed to move from that spot until I say so.”

Twilight didn’t really feel like she had another choice but she figured if she just focused on Rarity’s pleasure, then her own would come sooner. Rarity noticed the girl’s tongue perk up in response, sending a particularly pleasant tingle through her, but it wasn’t enough for.

“Twilight, did you hear me?” Rarity spoke up sounding teacherly. She took the chance to lift back off of Twilight. “I’m going to need an answer.”

“Pwaah!” Twilight softly gasped as her lips parted from Rarity, taking the opportunity for a deep breath. Her hands twitched but remained tightly gripping Rarity’s thighs. “Okay. Yes, Rarity.”

“Yes, what?”

Twilight glanced back up at Rarity’s pussy which was significantly wetter than before and dripping light strands of arousal onto her face.

“I-I won’t move my hands until you cum.”

“Hmn… close enough.” Rarity scoffed, abruptly sitting back down on Twilight.

As soon as Rarity’s pussy was back in place, Twilight tongue went back to work. It was no longer just to make Rarity cum, however, as she quickly realised how much she loved it. She loved pussy, or Rarity’s at least, and eating her out like this was a unique kind of thrill.

Twilight dug her face into Rarity’s ass, vying to get deeper inside of her. Her tongue hungrily lapped against her sensitive inner walls for a taste of her musky depths. She was getting a little dizzy from it all but she kept enough sense to focus on the spots that got the most reaction from Rarity.

“My, Twilight. Ngh, for being clueless, your tongue sure figured out where to go quick. I think you deserve a reward.”

“Mm?”

“You may free one hand.”

The statement alone was enough to send a little jolt through Twilight’s hips and she quickly released Rarity’s right thigh. Rarity, however, just as quickly grabbed Twilight’s wrist before she could do anything.

“Your left hand, if you would, dear.”

Rarity’s voice was calm as she placed Twilight’s hand back in place on her thigh. It was a road-bump but Twilight just as excitedly slid her left hand down Rarity’s thigh to reach between her legs. It felt a little awkward with her non-dominant hand, but being able to touch herself at all was enough for now.

Twilight’s middle finger stumbled over her clit, stopping and going as she tried to focus on eating out Rarity. Her attention was thoroughly divided and causing her frantic fingers to frustratingly miss their target. After a moment, she gave up on aiming and managed to capture her clit between two fingers. A shiver rolled up her spine as she stroked and tugged on her swollen nub, moaning into Rarity’s inner lips as she lapped away at them.

Rarity nestled her feet under Twilight’s head, wiggling her toes in her soft hair. Her thighs trembled as her clit was eagerly tickled by Twilight’s tongue and she felt moments away from cumming. Rarity became impatient and used her feet to shove Twilight’s face more firmly into her, hitting her peak as she ground her pussy into Twilight’s face.

“Mngh! Twilight, I’m cumming.”

Rarity’s back tensed up as pleasure rolled up her spine and her orgasm hit. A squeal slipped out as her pussy suddenly spasmed and she used her feet to keep Twilight’s face buried between her twitching thighs. She was barely even paying attention to Twilight’s tongue-work anymore, just openly humping her face for the friction she needed. A shiver coursed through her body and she collapsed forward off of Twilight’s face, lying draped over Twilight’s body.

Twilight took a deep breath the moment Rarity’s pussy parted from her face but then she gasped for another reason. She had gotten the hang of using her left hand between her legs but the way Rarity landed on her had her hand pinned. Twilight squirmed to get her arm free but Rarity was totally blocking access to resume fingering her pussy.

“Ngh, Rarity. Please move.”

“Mmn…” Rarity hummed dreamily, still coming down from her powerful climax.

Twilight looked up at Rarity’s ass, her pussy still twitching and drooling her orgasm all over Twilight’s blouse.

“Rarity, ngh please.” Twilight winced as she sat uncomfortably close to orgasm. The way Rarity draped over her barely pressed into her mound and threatened to ruin her orgasm. “Hurry move. Uhn, I’m g-ahh!”

Twilight yelped as Rarity suddenly dipped her head between her legs and started licking her. Her knees reflexively wrapped behind Rarity’s head, not wanting her to stop. Rarity’s tongue was just below her clit, teasing the top of her slit.

Twilight felt herself tip past that point of no return almost immediately and her pleasure spiked like it never had before. After everything else tonight, she was finally going to cum and it was enough to make her thighs shake. Rarity grinned at how intensely Twilight quivered as she approached climax, just barely parting from her and tugging on her clit.

“Goodness, Twilight. You really- wahh!” Rarity chirped with surprise as, at the moment that Twilight’s orgasm struck, a jet of girl-cum suddenly splashed her forehead.

Rarity winced and quickly wrapped her hand over Twilight’s mound to shield herself from the unexpectedly wet orgasm. She felt one more little splash in her hand, idly rubbing Twilight’s clit as it throbbed in her palm. Her eyes stayed closed, able to feel Twilight’s juices dripping down her face: she suspected there was some in her hair too.

She gave Twilight time to come down, both impressed and impatient with how long the girl’s orgasm kept up. Once Twilight finally stopped cumming, for the most part, Rarity leaned up and turned to look back over her shoulder. She made a show of wiping the juices from her face and flinging it onto Twilight.

“Really now, Twilight. You could’ve warned me that was going to happen.”

Rarity looked very stern as she scolded her but Twilight looked a little exasperated as she leaned up, blushing deeply as their eyes met.

“Sorry. I uh- I’ve never done that before… squirted, I mean.”

“Oh!” Rarity’s frown fell away, replaced with a small burst of pride and she suddenly didn’t mind how sticky her face was. “I- well yes, I do have a way with these things.”

“Thanks, Rarity. You were right. That was worth holding out for.” Twilight’s head fell back to the mattress, needing to catch her breath.

“All part of the plan dear. Was that not every bit the cathartic release I said you needed?”

Twilight stared up at Rarity’s ass, feeling a sense of clarity in her afterglow. In this moment, all of her magic drama was the furthest possible thing from her mind.

“I think this is exactly what I needed.” Twilight smiled and stroked one of Rarity’s round cheeks. “Wait, was the face-sitting part of the pla-?”

Rarity casually sat back down onto Twilight’s face.

“An integral part, dear.” Rarity said matter-of-factly as she reached up to stretch her arms. “Mmn, we ought to do this again, Twilight… for your own sake, of course. Don’t you agree?”

“Mm-hmm.” Twilight muffled into her muff.

“Hm. Lick twice for yes. Once for no.”

Twilight gave her two quick licks and Rarity giggled.

“Really, I don’t know what you’d do without me. You need my help, don’t you?”

Twilight gave her two more licks.

“Hmm, though I guess you could just do this with anyone…”

Twilight licked her once and Rarity took a moment to look over Twilight’s figure sticking out from under her. She placed a hand on her ribs, caressing from her wrinkled blouse down to her bare hips, admiring her gentle curves. She suddenly realised that her thoughts were completely free of Sunset: at least, it was until just then. But she didn’t feel like she did earlier, she felt satisfied and more-so than just sexually.

Rarity became thoughtful for a moment, ignoring the fact that Twilight’s face was still planted between her legs. The fog of arousal had lifted on her and she began to willingly think about Sunset.

Twilight’s plight had reminded her of the satisfaction she’d gotten from working Sunset through her issues. But if she’d been successful and Sunset had indeed worked through them, perhaps she really had outgrown what they had. The thought felt almost bittersweet until she glanced back down at the new victim of her whims and Rarity grinned wide.

“Hm, perhaps I’m too kind-hearted but I may just have to take you up on that offer, Twilight. Since you’re so insistent.”

“Mmn?”

“But it won’t always be easy, you understand? Are you willing to do the work required?”

Twilight licked her twice for yes but it wasn’t a good enough answer for Rarity. She wiggled her ass back and forth on Twilight’s face until she was comfortable, resting her weight back down onto her trapped friend.

“Make me cum twice for yes.”

Epilogue

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