Blue Beaned

by StitchfaceTurnip

Rating: mature
Tags: Human, Porn, Rarity, Sex, Profanity, Slice of Life, My Little Pony: Friendship is Magic
Length: 8511

Rarity is busy and doesn't have time for intimacy. Grace is silly and wants to help Rarity. One thing leads to another, some tears are shed, some fantasies are lived, and Rarity gets what she wanted and then some.

Despite being a fabulous fashion designer, and having a list of credentials that rival any other mares' Rarity finds herself sexually frustrated. After reaching out to the lovely local human, Grace, the pair discuss clothing designs. Then one thing leads to another and, as these things are oft to do, Rarity cries about all her shortcomings. Being the good friend that she is Grace assists Rarity sexually, and the pair enjoy themselves a peaceful night of debauchery, culminating in ecstasy and being afforded the pleasures of being a "lady" . Except Grace

Warning: Human pony relations, specifically female pony x female human, and no penises

Any feedback is greatly appreciated, but don't feel obligated to berate me on why how I wrote sex is stupid

Picture is from MLP:FiM

Published 2019-10-07 20:00:01 UTC
Last updated 2019-10-07 20:00:01 UTC

Plotless Stuff

“Grace, darling? Are you okay?” asks Rarity in a tired, yet comforting voice.

“Rarity, —” Grace pauses and stretches her arms out to her sides as she yawns, “— we’ve been at this for hours. Don’t you think that if there was a way to make aprons look more stunning, or cute, or whatever, we would have found it by now?”

“Why darling, there is no reason to assume we’ve covered every possibility. After all, there is still plenty of inspiration out in Ponyville, not to mention the rest of Equestria.” Rarity knows that most mares, don’t share her boundless passion for clothing. Even so, she feels she and Grace have barely scratched the tip of the iceberg in their discussion.

“Alright, but it’s getting late and we’ve been at this for hours, maybe we could take a break. Or at least try talking about something else.” Grace softly laughs at her friends eager smile, and continues with a smile of her own, “Besides, my brain’s so done with fashion I’m starting to think about using the tablecloth as a skirt.”

Rarity giggles politely at Grace’s attempt at humor and replies, “Maybe we should talk about making aprons fashionable later then? I mean, while aprons don’t look bad, they certainly aren’t all that eye catching on their own.”

Grace responds, “You know, you don’t need to put sequins or gems on everything for it to look great.”

Having already had similar discussions with most everypony she knows, including Grace, Rarity gives her usual response, “No, but if you do, your clothes will look so much better than just great.” And with that Rarity once again begins explaining the Rules of Rarity with an unrelenting fervor.

The pair have been through this conversation more times than either can care to count. Even so, Grace doesn’t mind listening to Rarity explain how she does her work. She understands that Rarity loves making dresses, and tends to have an unbridled passion when it comes to the things she loves. It’s just that Grace wants to help Rarity make new pieces that aren’t dresses, but every one of her suggestions seem to conflict with one rule or another. And this time it seems that Grace has underestimated how important it is for Rarity to use sequins and gems to add a "unique touch" to every single piece.

Rarity refocuses her attention on Grace and sees her friend smiling kindly at her. Her speaking slows to a pause and she raises a hoof to her muzzle as a blush creeps across her face, “Oh, dear. It would appear that I was rambling again.”

Rarity buries her face in her hooves and thinks to herself, “I can’t believe I started rambling about the Rules of Rarity, again. I hope that it doesn’t come off as bossy, or condescending, or worse, what if she thinks that I don’t value her input?”

Rarity quickly apologizes in an attempt to undo the damage she believes she has done, “Grace, sweety, please don’t get the wrong idea, I do appreciate your input and your desire to help, it’s just that I have my way of doing things, and that’s what makes my dresses special. It’s what makes my dresses into works of art. And it’s something I would like to apply to everything I do, even if these new clothing ideas are very much different from my usual pieces.”

Rarity pushes the sketches sitting on the table away from her and lets out a small sigh.

A silence settles over the room and Rarity’s mind returns to thinking about why she is working on pieces that aren’t dresses, “I just wanted to discuss fashion, and talk about making new pieces for my spring line. After all having a second opinion on designs is invaluable; but Rainbow Dash tends to be a bit outlandish, Twilight never has the time, Pinkie Pie can’t sit still long enough to have a meaningful discussions about anything really, Fluttershy isn’t too fond of fashion after her time in the limelight, Applejack isn’t comfortable discussing fashion with me anymore, and every time I ask Spike for help, he just agrees with me on everything. I thought Grace could offer a new perspective on the matter, and now we’re discussing clothing that aren’t even dresses! But since these pieces are something that I haven’t done before, this may have gone on a bit longer than I had anticipated.”

Grace has been staring at Rarity since silence had settled over dining room, and after a not so insignificant amount of time Rarity’s eyes meet Grace’s and her face becomes adorned with a shit eating grin, "So, anything inspire you yet?”

Rarity pouts, “How about we move on from aprons for now. ‘Socks’ is that how you say it,—” Grace nods, “— Wonderful, well, they sounded interesting, so shall we move on and discuss them instead?"

Grace starts explaining that socks are like soft shoes you wear indoors to keep your floor clean and your feet warm, but she doesn’t say much before Rarity interrupts, “Grace, while I’m sure ‘socks’ have their practical uses, I’m more interested in their fashionable aspects. Can you make these ‘socks’ cute and attractive to wear?”

Grace bites her lip and wiggles nervously in her seat before answering, “Well, I guess some people think they’re cute, or sexy even—”

Rarity excitedly interrupts with a deep blush forming on her face, “Could you give me some examples, even if they’re supposed to be sexy, we can work from there and hopefully make them absolutely adorable.”

“Well, there are knee high socks, toe socks, striped, polka dotted, mismatched, fluffy socks, and probably a bunch of other ones that I'm forgetting. It’s usually the colorful ones that are really sexy, but some people like stockings and pantyhose, and I guess long black socks are some people's thing. I mean sure, it could be a feet thing, but I’ve also heard that it’s about the smell,”— Grace shivers before she shrugs,— “Some people just find something erotic about those kind of things, so I’m sure ponies will too...” Grace's talking slows to a stop as she realizes that ponies don’t have feet, but she doesn’t say anything and settles on the possibility that a hoof fetish couldn’t be too far fetched.

“Do you have socks on? I mean, so I could see them and use them as an example of course.” asks Rarity, failing to hide her growing enthusiasm.

Grace figures that if anyone is able to make socks for ponies, it’s Rarity… Or Twilight, honestly that mare will break any challenge into formulas and science so long as she feels inclined to do the math, and she always wants to do the math. But alas, that is neither here nor there. So returning to her current request she stands up, slips off her fluffy slippers, places a foot on the chair she was sitting on, and then lifts the leg of her sweats to model her knee-high white and pink striped toe socks.

Rarity walks over and immediately oohs and ahs, “Why Grace, these are the most adorable little things I’ve ever seen, I can’t believe I hadn’t noticed them before.” Rarity doesn't bother to hide her enthusiasm and is pleasantly surprised at how lovely socks seem to be. Then she gently presses a hoof against the fabric and absentmindedly strokes the material. However, her enthusiasm falters as she tries to understand how socks can be sexy.

Grace starts feeling embarrassed, but she isn’t quite sure why. It’s not like Rarity is doing anything inappropriate, it’s just her socks after all. Even so, she decides to interrupt Rarity’s enthrallment and softly boops the marshmallowy mare’s muzzle. Grace can't help hurt giggle as Rarity’s nose twitches and muzzle scrunches up adorably before Rarity shrinks away in surprise.

"Sorry Rarity, I didn’t mean to startle you or anything. I just wanted to get your attention,” Grace says apologetically.

Rarity stares wide eyed at Grace before her gaze shifts to the floor and she softly says, “I-I’m sorry, I didn’t mean to be all hoofsy with your socks.”

Grace sits back down on the chair and waves her hand to dispel any potential concerns Rarity may have. Then she motions for Rarity to sit on the seat beside her. Once Rarity has taken a seat Grace asks, “So, do you think you can make something like this for ponies?”

Rarity visibly perks up and answers, “Well most certainly darling. They seem simple enough, just a long tube of stretchy, flexible material." —Rarity honestly had no idea how to make a fabric stretchy, but she had more pressing questions— "What I don’t understand is how you could have said they were sexy. It's quite a shame too, while they aren’t ugly, I don’t think they’ll have a stallion itching to rut a mare. And here I was thinking we had found something to end my dry sp—" Rarity gasps and presses a hoof to her muzzle.

Rarity hadn't been intending to think with her cootch, but the prospect of getting laid got the better of her. And just like that Rarity’s whole world begins crashing down around her as she realizes the implications of what she said. What would happen if anypony else were to learn of what she said? She wouldn't be able to show her face in town again! But what if word spread beyond Ponyville? She was practically an up and coming celebrity, and people gossip about up and coming celebrities. She wouldn't be able to show her face anywhere, she'd have to take to managing her business from behind the scenes. And that was assuming there would be anypony who would want to take fashion advice, and buy clothing from an alleged whorse...

Then Rarity's body catches up to her mind and her eyes begin to water, her voice falters, and all of those irrational thoughts racing through her mind climax into a depraved erotic fantasy.

Rarity knows this is very wrong, she knows that a lady isn’t supposed to crave melting into blissful ecstasy with another, to crave being teased and brought to gushing climax by a lover, and a lady definitely isn’t supposed to discuss her sexual frustrations with her friends, no matter how cute they are. Is she?

As Rarity’s uncertainty and embarrassment grows, so does her frustration with herself, for doubting her knowledge of what it means to be a proper lady, for having embarrassed herself, and for having behaved so selfishly.

Then before anything can be said, a soft cry escapes from Rarity’s lips, and she stamps her hooves in place before she runs upstairs to her room.

Grace lets out a soft sigh, “Well this certainly isn’t how I was expecting our night to end.”

While Grace knows that this isn’t her fault, she can’t help but want to help her friend, so she steels her nerves in preparation for whatever shit storm awaits her.

Grace stops before Rarity’s closed bedroom door and asks, “Hey, Rarity, are you okay?”

A choked reply comes from the other side of the door, “No, I-I… I made myself l-look selfish, and n-now you p-probably h-hic-hate meeee!”

“Rarity, I don’t hate you, and nothing you did was selfish, this is all for the challenge remember?” Grace is met with silence, so she changes her approach and jokingly says, “Besides, I mean I could really use a lay myself. I can’t really do much when I’m alone because Twilight still insists I sleep in her room, and both her and Spike have already barged into the restroom while I’m in there— twice. Not only that, but it just isn’t appropriate anywhere, or ever. I mean, I can’t just excuse myself and go "jill off" in anypony’s restroom. Besides, you’re all—”

Before Grace can proceed to properly vent about her own sexual frustrations, the door bursts open and reveals a puffy eyed Rarity who quickly wraps hooves around Grace’s waist and pulls her inside.

As Grace tries to maintain her balance while being dragged into the room, she can’t help but notice that there are already two empty tubs of ice-cream and a half eaten tub sitting beside Rarity’s fainting couch. However, her attention is quickly torn from surveying the room by the sound of the door behind her slamming shut, and the subsequent sight of Rarity’s fluffy face and wide eyed stare.

The now flush, and tear stained Rarity presses even closer to Grace, and sultrily asks, “So you want it too?”

Grace’s mind begins to race as she attempts to comprehend what it is that’s happening, only for it to come to a crashing halt, “What?”

Rarity stands on her back-hooves and presses her fluffy chest against Grace, pinning the human against the door. She takes Grace’s hand in a hoof and runs it down her own body, “You want to know the sweet touch of another dancing across your body as well, right?”

The sweet musky smell of Rarity's perfume, the softness of Rarity's pedicured hoof, and the prospect of a night filled with passion all work against Grace’s better judgement. Then after a damning silence Grace can't help but furiously blush and avert her eyes.

Rarity takes notice and lustily purrs, “So you do.”

Knowing that she has been backed into a corner Grace does the only thing she can think of, she caves, “No! Well, I mean… Yeah, sex would be great, and it'd be nice to do that lover pressing thing. But that isn’t an excuse for taking advantage of one of my friends.”

Rarity's expression shifts to a soft smile as she lets go of Grace's hand and lightly slides a hoof up and down Grace’s arm. Then she breathily says, "Don't be coy, you know that both you and I are currently eager, and more than willing to share in each others embrace. Besides, if I did have any reservations about any of this I would not have brought up the topic. Right now I just want to get to know you more intimately, and hope to convince you to indulge me.” Then as Rarity parts from Grace she whispers ever so softly, “At least for this one night."

Rarity proceeds to make her way over to the opposite end of her bed while trying to maintain the seductive aura she has been so carefully crafting, as of five minutes ago. Yet, in spite of her attempts the mare trips over her own hooves, and not so gracefully tumbles into several small piles of sketches and various fabrics. Not a pony to lose her elegant demeanor, Rarity quickly stands up and rights her mane with a hoof as she surveys the area around her bed. Then she remembers she shed a few marely tears and wipes her face clean with some of the fabric she had fallen into. Feeling a little frightened after having made such a fool of herself, again, Rarity chances a glance back at Grace. She lets out a breath she hadn’t even realized she had been holding when she sees that her friend is simply smiling contentedly. Returning to her search Rarity clears away some of the piles while humming a chipper tune, her rump swaying in the air and her tail swishing enthusiastically.

Grace isn’t sure whether Rarity is intentionally flashing her generously sized plot and puffy marehood, or if the mare is simply too excited to notice. Regardless, Grace’s eyes are drawn in by the movement and quickly settle on Rarity’s curves, periodically shifting to her exposed sex whenever Rarity’s tail flips to either side. But then, far sooner than she would have wished for, Grace’s attention is forcefully torn from her friends ample plot when Rarity turns around and musically declares, “Found it. Oh darling, I can’t believe I thought this was going to turn out to be a disaster, but now... I mean look at us. Oooh, this is turning out far better than anything I could have ever hoped for.”

Rarity grins as she floats a large, rather dull chest from her “organized chaos” of fabrics and sketches to an empty spot on the floor in front of her bed. Then she hurriedly skips over to Grace and eagerly nudges Grace’s side, pushing her friend toward the bed. Once the pair have reached the bed Rarity bounces up onto her mattress and presses a hoof beside her, motioning for Grace to take a seat.

Rarity sits a little taller as she magics the chest open and lustily purrs, “Is this what you had in mind?”

Grace’s jaw goes slack. The box has enough sex toys in it to open a stand in Ponyville market. “How, when? Where— What!?” is all that Grace can manage as her eyes dart over a wide variety of different shaped phalluses, oils, gags, clamps, collars, butt-plugs, lubricants, and other toys Grace has never even seen before. Like, what the hell is the little metal strainer with straps for?

“It’s a small collection I’ve managed to accrue during my trips to Manehattan and Canterlot.” Rarity beams with pride. “You wouldn’t believe the variety of toys some of the larger stores have. And all of the different types of gags, ropes, oils, oooh and the gem studded collars are absolutely stunning. Oh, and the piercings are so bold…” Rarity continues rambling about erotic toys as though she were discussing a new fashion trend. Grace is speechless, and although she’d be reluctant to admit it, a little aroused by where her imagination was starting to roam.

Once the small mare beside her goes silent Grace bites her cheek as she collects herself and asks, “So, this is the kind of stuff you like, and this is what you want us to do?”

Rarity nods enthusiastically with a determined expression on her face and adds, “Grace, I wouldn't bring it up if I didn’t want to do this with you. We know each other well enough, and I like you.” Rarity presses her body against Grace’s, “So how about it love, we could have a sleepover and you know...” As she tapers off she looks up to Grace, her eyes betraying her emotions, looking hopeful, eager, and worried all at the same time.

Conflicting thoughts race through Grace’s mind. Is she actually considering bumping bumpers with a small pastel pony; but then again, why wouldn’t she want to, Rarity is kind, caring, generous, and very attractive— Well, for a horse, but she isn’t a horse, she’s more human than anything else, right?

A small whimper comes from the now deflated Rarity beside her and Grace realizes how insignificant her reservations are.

“I understand, t-there’s n-no need t-to force…” Rarity turns away, unable to finish her sentence as she feels tears sliding down her cheeks once again. She was so stupid to have tried to come this far with Grace. Even though Grave hadn’t reject her outright Rarity knew she was the only one who seemed to be showing any interest. Oh, Celestia forgive her for being a mare with urges and a crush. She had hoped that maybe tonight, things would be different, that she could use her charm to woo Grace instead of trying all those "sure-fire" ideas her friends had suggested. And now, in spite of her own efforts, she's spent more time crying and flaunting her desires like some cheap whorse.

Grace wraps an arm around Rarity's barrel and places the other under Rarity’s rump, lifting Rarity into her embrace. She's immediately met with the sensation of Rarity's muzzle burying into her breasts. She knows Rarity could really use the comfort and holds Rarity tighter while stroking her mane and gently repeating, “It’s okay, it’s okay.”

A muffled response comes from between Grace’s breasts.

Gace cups Rarity’s cheek and turns Rarity’s muzzle away from her chest and up towards her face.

Rarity looks up and sees Grace’s kind smile trying to ease her into the oncoming and inevitable conversation. Rarity looks down and repeats, “It’s not okay.”

“And why's that?” implores Grace.

“Because! I don’t know what it is, but I can’t seem to find anybuddy who wants to be with me. Nopony has reciprocated my advances, nopony seems to show interest in me, and nopony even compliments me when I change my mane, put on a new dress, or when I use my contacts. Oh Tartarus, I even used the rainbow ones to try and get Rainbow Dash to notice me, and nothing! It’s not like I even wanted Rainbow to bed me. I just wanted somepony to want to talk to…” Rarity is sure that her not so subtle hint, on top of her obvious physical desires, would get Grace to either openly reciprocate, or turn her down.

Grace doesn’t know what to say, she had assumed Rarity was fending off countless hopeful suitors, drowning in compliments, and that Rarity herself was a rather flirty and friendly mare. Treading carefully, Grace asks, “Rarity, how long do you spend at home, and how much of that time do you spend working on new dresses?”

Rarity arches her brow and replies, “I have to help Sweety get ready for school in the morning, then I open up shop and work on various dresses between customers from around nine in the morning to eight in the evening.—” Rarity pouts as she realizes how little she has to share, “—But I do give myself weekends to spend time with the girls. And you know how busy we can be with solving the problems that pop up in Ponyville.”

“I totally get it, but don’t you see how busy you are? How few ponies you interact with who aren’t already your friends, or in a relationship? And you’re so beautiful it must be hard for the ponies who do want to ask you out to muster the courage to do so. Think about it, how many times does the same pony hang around your shop, make small talk, and avert eye contact before they inevitably slump and trot away.”

Rarity feels the cogs in her mind turn, then smiles so wide it could give Pinkie a run for her bits, “Oh Grace, I had no idea you felt that way! I mean I was hoping, but had I known I would have been this forward with you sooner. I mean, I thought for sure you weren’t interested after I would puff out my floof like Rainbow said and you never seemed to notice. Or when Twilight had suggested getting you a romance novel, Aloe and Lotus told me to wiggle my rump when I notice you looking at me, Applejack told me to draw out my words and speak breathily whenever we talked, Fluttershy even offered me a new musky perfume to help hint at my availability, and Pinkie said to mix some “love” in the tea I serve, but I never got around to that one…" —A deep blush adorns Rarity's face and her voice quivers due to her embarrassment— "Regardless, nothing that I tried seemed to get your attention, and it was disheartening." —Rarity smiles and perks back up again— "But now I know it wasn't that you weren't interested, you were just shy. Oh darling, what a silly misunderstanding we've found ourselves in. Think about it, this is the kind of story we could tell our grandfoals about."

For what feels like the hundredth time tonight Grace’s mind races and crashes into a confused and erotic mess. “Hu… uhm.. Th—”

Rarity presses a hoof to Graces lips and smirks knowing how flustered she's made Grace, “Oh shush love, Momma knows what you need.—" Rarity pauses and leans closer to Graces ear before she continues, "—and trust me Momma needs it too.” Then she firmly presses her lips against Grace’s, pushing her tongue forward and sliding it across Grace’s lips asking for entry. The response is immediate, Grace welcomes Rarity's tongue and gives way to the stronger, thicker muscle. Rarity eagerly takes the initiative, relishing Grace's taste and exploring every bit of Grace’s mouth as she does so. Then after neither can take it any longer the pair finally part, greedily sucking in air.

Once Rarity catches her breath she giggles and her lips part into a euphoric smile. Then she leans into Grace and coos as she nuzzles her muzzle into Grace’s neck, taking in her lovers scent and letting the beauty of the moment wash over her.

Grace thinks to herself, "For having been crying on her fainting couch and eating ice-cream not too long ago, Rarity sure does bounce back real quick."

Rarity snuggles closer to her friend, and buries herself in Grace's breast. Although she is eager to continue with their "nightly activities", she feels that there is nothing that could pry her away from Grace right now. The soft feel of Grace's breasts, the radiating heat of her body, even the subtle smell of her sweat is all so enticing. But alas, Rarity knows the moment will have to eventually come to an end, so she turns towards Grace and steals a kiss before their night of passion begins.

Grace smiles warmly, feeling happy that she has somepony like Rarity. Sure, she had never explicitly thought of sexenning the mare, but the pair were close and she was willing to give it a shot.

With that in mind Grace turns to the chest of toys, and rummages through its’ contents. It doesn’t take long for her eyes to settle on a rubber dildo about six inches long and roughly the same circumference as a large bit. She picks it up, and as she turns it in her hands she can’t help but notice that it’s rather veiny, has a ring a bit below the halfway point, and a very wide flared tip. Grace finds the toy rather strange and intriguing, and ponders on whether or not it's modeled after an actual stallion. Then her eyes go wide as her train of thought reaches it's only logical conclusion, 'Wait, does this actually fit inside Rarity? She’s so small and…'

Before thinking too deep about how accommodating a pony’s pussy is, Grace shakes her head to clear it. Deciding to move on she reaches for something she is more familiar with, not that she had a similar one back home under her bed or anything, and picks up a “massage wand.”

“Well this should be good enough to get us started…” Grace thinks aloud.

Grace surveys the toy in her hand and begins to wonder whether or not a mare’s teats are sensitive, oblivious to the soft coos coming from behind her.

Rarity observes Grace rummaging about her small collection of toys as she rests on her tummy. Her hooves pressed into the bottom of her marshmallowy cheeks while her sultry gaze focused on Grace. But after waiting so long for her soon to be lover to turn and meet her gaze, she raises her brow and asks, “Grace sweetie, is there something wrong?”

“Sorry, I’m fine. I was just thinking about what we should do first,” answers Grace.

Certain that Grace was simply unsure of how to properly care for a mare Rarity decides to ease Grace into their upcoming intimacy, “Oh really now darling? How about you let me snuggle into you so we can warm up and get comfortable?” Rarity shifts on the bed as she leans to the side inviting Grace to be her little spoon.

Grace drinks in the encouragement, and sets the massage wand on the bed's adjoining nightstand before laying down facing Rarity. Then Grace begins brushing her fingers through Rarity’s soft hair on Rarity's jaw. Then she works her way down before stopping to luxuriate in the warmth of Rarity's chest tuft. Continuing on Grace slides her hands along Rarity’s body gently pressing into Rarity's flanks and soft belly. She slows her ministrations as she admires Rarity’s soft and supple form while thoroughly exploring the contours and subtle muscle under Rarity's healthy layer of cushion. Grace rests one hand on Rarity's barrel and the other under Rarity’s cheek, before burying her face into Rarity’s nape. She relishes in the sweet scent of vanilla and cinnamon warming her chest and presses deeper into Rarity.

Wanting to further explore every bit of Rarity's body, Grace slides away from Rarity and climbs atop the mare. She returns to trailing her hand along the edge of Rarity’s jaw and slides it down Rarity’s neck toward the subtle dip of Rarity’s navel. She pushes Rarity onto her back and uses her other arm to hold herself up as she slides down to Rarity’s tummy to kiss and gently nip at Rarity’s plush stomach. Taking advantage of her position above Rarity Grace pins Rarity’s forehooves above the mare’s head with her hands while spreading Rarity’s legs open with one of her own.

Grace can't help but notice that Rarity’s breaths begin to grow deeper and start catching in her throat every so often. Grace takes delight in seeing Rarity’s reactions to her simple touch and decides to tease her, “You must be really wanton for such a simple rub and a few kisses to get you all hot and bothered?”

“Mmmh, darling its rude to pry into a lady's sex life. But if you must know, I have been so busy with planning my spring line that I haven’t…” Rarity’s words dissolve into a lowly groan as one of Grace’s hands digs firmly into Rarity's skin while traveling down her body. Rarity feels the hand stop once it slide over a marshmallowy flank where it begins roughly kneading her supple flesh.

Rarity's anticipation drives her body to seek some form of stimulation and she wraps her back-hooves around one of Grace’s legs. With Grace's leg firmly trapped between her own Rarity begins to slowly hump against it, reveling in the tantalizing sensation building in her nethers each time her lips glide over Grace's smooth skin. She basks in her growing lust knowing full well that the limited contact only furthers her frustration. Even so, a lady ought to bathe in the anticipation of laying with her lover, to build up the moment so that her peak is breathtaking, enrapturing, and becomes another point in a transitions to another stronger climax.

Well, that's what Fluttershy wrote in her saucy novels. But that’s neither here nor there…

As Grace becomes increasingly aware of the not so subtle wetness of Rarity's marehood running along her thigh, and the ever increasing volume of the mewls accompanying every wanton thrust, her own desire grows in tandem. It doesn't take long for Grace to want to ebb her own arousal and move beyond these relatively demure displays of passion. Grace places a hand on each of Rarity's inner thighs and pushes Rarity’s legs apart. Then she slides further down on the bed to gain access to Rarity's soaked slit. Despite being more than ready to move on, Grace decides to keep teasing Rarity. She traces her hands methodically across Rarity’s inner thighs until her hands meet just above Rarity’s arousal moistened lips. Then Grace runs her fingers along Rarity's outer folds, drawing invisible patterns with the copious amounts of lubricant.

Rarity whines, “Grace, If I wanted nothing but teasing I wouldn’t have asked you to help. I would have just bound myself, and put a vibrartor on my...”

Rarity suddenly falls silent and her face grows an even darker shade of red. Her eyes widen and pupils dilate as a Grace continues building upon her anticipation. Then she moans as Grace begins rubbing the hood of her swollen clit. Feeling the firm and constant pressure on her still hidden bud, Rarity instinctually winks her clit. Her arousal dripping from her marehood as she gasps in pleasure.

Rarity clenches her thighs in an attempt to trap Grace’s teasing hand. However, Grace immediately grasps Rarity's intentions and slides her hands away from Rarity’s wanton pussy.

Grace remembers what Rarity had asked of her before they started and decides to get into character as to better align her actions with Rarity's desires. Grace leans down over Rarity and growls throatily into Rarity’s ear, “Remember I want this just as bad as you do. So, if we’re going to do this, then we are going to do it right. Now, if you be a good little pet I’ll reward you.”

“Oh. So Grace wishes to make Mama her little pet now does she?” Rarity reaches forward and playfully uses a pedicured hoof to paw at Grace’s chest.

Rarity melts into the covers, and allows her eyes to close as she embraces the feeling of being under Grace’s reassuring presence. Her thoughts begin to haze as pleasure makes its way to the forefront of her mind. Then Rarity shivers at the unfamiliar sensation of Grace scratching deeply down her shoulder and along her side, once again dipping toward her marehood. Rarity arches her back in anticipation and leans further into Grace’s nails, welcoming the scratching and the subtle sensation of submission that dances on the edges of her mind.

Still reveling in the high of her arousal, Rarity moans as Grace presses against her neck and passionately kisses and nips at her, much like she had read about in those steamy novels that Fluttershy writes. Then a hand slides up the back of her neck and grabs a handful of her mane. There is a gently tugging as she feels Grace's dexterous digits run through it, and sweet Celestia does it feel amazing.

Despite how much Rarity would like to luxuriate in this moment, savoring the attention she's receiving, she reluctantly leans away so they may proceed with their night of passion.

Grace takes this moment as an opportunity to tear off her shirt and slip off her sweats, leaving her just in a pair of boxers.

Rarity is taken aback by how quickly Grace manages to tear out of her clothes and asks, “Darling, are you sure that this is your first—”

Grace interrupts her, although this is something that before she could only occasionally fantasize about, there is no reason to break character to answer something so trivial. Instead, Grace lifts Rarity and flips her onto her fuzzy tummy causing Rarity to eep as she flops onto her belly. Then Grace presses her hand down onto Rarity’s hot wet vulva and purrs seductively, “Does my cute little pet plan to start behaving, or does she need to be punished so that she remembers how to properly act?” Without giving Rarity a chance to respond Grace slowly slides two fingers into Rarity’s pussy.

Rarity voices her contentment with soft moans when Grace's fingers pull out and broken gasps as Grace’s fingers slide deeper into her.

Pleased with the reactions she is getting from Rarity, Grace moves on to administering Rarity’s faux punishment. She shifts her gentle ministrations to a deeper, rougher fingering. Smiling as lewd squelches begin to fill the room as she firmly rubs against the top of Rarity’s love tunnel.

With pleasure at the forefront of her mind, Rarity can't help but to lift her rump into the air and thrust back into her lover's hand. However, after Rarity raises her rump her legs buckle when an unfamiliar sensation washes across her breasts.

Grace’s free hand dances along Rarity’s breasts and starts tugging and pinching Rarity’s teats while never letting up on Rarity's pussy. She starts with gentle tugs on Rarity’s to ease Rarity into what was to come. Then Grace strengthens her ministrations while adding sharp twists that cause Rarity to raise her hips to try and ease the overwhelming sensation. However, in raising her hips Grace’s fingers to press harder into her walls, such that every hard tug on Rarity’s nipples is met with a half moan, half grunt of pleasure and pain.

The new sensation of having her teats played with leaves Rarity breathless. Never before had she even thought to tease herself in such a way. Even so, despite her unfamiliarity with the sensation, Rarity feels her climax approaching as Grace’s cruel teasing of her nipples drives her body to arch and increase the pleasure in her dripping cunny. Rarity’s growing need to cum causes her breath to catch, and her moans to reach a fever pitch as she loses control of her voice.

Loving Rarity’s reactions Grace hilts her fingers into Rarity’s hot folds and flips the mare onto her belly. Then she roughly kneads Rarity’s marshmallowy rump before she raises her hand and brings it down with a resounding smack.

Rarity screams in response as her heightened sensitivity accompanied with the firm treatment drives her over the edge. Her body goes rigid before the muscles of her thighs quake and her hind legs splay out as her orgasm takes hold of her. An unbelievable amount of mare cum sprays forth from Rarity's depths and her tongue lolls out as her mind loses itself in the pleasure. Any semblance of propriety and marelyness that Rarity had attempted to maintain is lost. All that is left is a drooling, mewling, twitchy mess of a mare.

Grace's fingers slide out from Rarity's tight snatch as the mare finish riding out the entirety of her orgasm. Then Grace places a hand over Rarity's smooth outer lips and rubs the oversensitive flesh. Grace whispers how good Rarity has done and despite being sure that Rarity is unable to hear her she continues praising the mare.

Rarity squirms in discomfort as Grace doesn't stop rubbing her marehood. Thankfully Grace seems to get the message and instead rubs her cutie mark while the other hand scratches behind her ear. Relaxation takes hold and Rarity melts into the covers. The warmth of Grace's hands on her body and the afterglow of her orgasm leave her content and languid.

Eager and wanting to do nothing more than lay in Grace's arms and revel in the affection, Rarity sighs and rolls onto her back to gaze into Grace's eyes. The pleading in her eyes is matched by a comforting glint in Grace's and the pair wordlessly agree to snuggle closer.

Grace lifts Rarity into her arms and rests her against her breast as they take in the moment. While Grace is unwilling to rustle Rarity, Rarity is far too enraptured in her romantic fantasies to stay idle while romance was to be had. Rarity runs her hoof along the curve of Grace's jaw while letting out a pleased sigh. There is so much more she wants to do, so much to open herself to, and so much for Mama to confirm.

Rarity ups the ante and gently nips at Grace's collar. She kisses at Grace's neck softly brushing her lips across Grace's skin as she moves up so their lips would meet once again.

Rarity had intended to share a quick, chaste kiss with Grace, however when Grace's tongue licked her lips asking for entry she immediately obliged. She takes in the, admittedly sloppy, kiss and a hoof reaches for Grace's hand. Pulling the hand to her tuft Rarity puffs her chest out and hopes Grace understands what she wants.

Rarity breaks the kiss when she unintentionally gasps as Grace's hand runs through her tuft. The light pulling, soft accidental scratches when Grace's fingers make contact with her skin, and the intentional scratches when Grace's hands dig into her skin are far bolder than Rarity had been anticipating. She is hardly able to contain herself as she bites down on her lip and her eyes meet Grace's. Despite having recently experienced almost unmanageable levels of pleasure Rarity cannot deny her building arousal.

"Grace lover, y-you, ah, need to s-slow down." Rarity barely manages to say.

Grace replies with half lidded eyes, "Why's that? I thought you liked the attention?"

Rarity pouts,"Yes well, this is simply too much too fast."

Grace puts on a stern expression, "Really? Rarity, we both know you love it."

Rarity posits her foolproof argument, "And?"

Grace presses herself atop Rarity forcing the mare to lie back down on the bed before whispering into Rarity's ear, "Fine. I do aim to please. Whatever you want, you just need ask." Then Grace glides her tongue along the ridge of Rarity's ear and gently nibbles it.

Rarity moans out, "Oooooh. Grace you ruffian."

Grace laughs and trails her hands down Rarity's soft tummy. Then she whispers again, "How about we actually give you a thorough spanking this time?" Grace's statement is punctuated by Rarity's winking causing an audible squelch.

When Grace's hand arrives at Rarity's ever leaking pussy she presses onto Rarity's hiding clit and her fingers delve into Rarity's pussy. Grace soon develops a rhythm, pressing her palm down and pushing her fingers up against the roof of Rarity's walls with every wink. She keeps pace with the ever increasing frequency of Rarity's winks until Rarity begins gyrating her hips to match Grace's ministrations. Seeing an opportunity to chastise Rarity, Grace smiles salaciously and pulls away from the mare.

Before Rarity can voice her protests Grace flips her onto her belly and says, "Quite the wanton one aren't you? I guess we'll just have to do something about that."

Grace returns to her ministrations. This time her attention is divided between Rarity's flanks and dripping pussy. This time the sound of an occasional spank and the accompanying muffled yelps join the squelching of Rarity’s soaking marehood’s through fingering. Meanwhile, Rarity’s breathing grows quicker and more ragged, and her pussy clenches onto Grace’s fingers as though it were trying to milk them of a seed they are unable to provide. Then Rarity feels her second orgasm fast approaching and presses further into the damp covers as the familiar pressure builds in her core.

Grace recognizes the undulations of Rarity’s walls and slips her fingers out from Rarity’s pussy.

Rarity turns her head and cries out in exasperation as she feels Grace’s touch leave her body, “No, no! Grace darling, you can’t stop now, I-I’m—”

Grace thinks to herself "So much for going slow." Then Grace interrupts Rarity, "Don’t worry, we aren't stopping. I just thought that perhaps there was something you wanted to try out. Maybe this kind of play isn't what you had in mind, and I've been selfishly playing out my own fantasies.”

Rarity takes the bait and responds, “But, well... I was simply wondering, why you were being so gentle? I'm not a doll after all.”

Rarity tenses as she feels a hand rest on her ass and gently rub her callipygian rump. It doesn’t take long for the smooth rubbing to assuage Rarity’s mind until Grace’s hand leaves her rump and comes down with a hard and resounding smack. Although Rarity had been anticipating the smack, the force behind it still catches her by surprise and causes her to whimper. She shivers as the sharp pain subsides, and she once again relaxes into the bed, sinking deeper into the pleasure of relinquishing control of the situation to Grace.

Wanting to voice her satisfaction she tries to speak, but only manages unintelligible moans.

Grace scolds, “Now, now, pet. If you’re going to say something you need to speak up so that I can hear you. That way I’ll know that you aren’t enjoying your punishment too much.”

Rarity doesn’t respond to Grace’s command and instead she grabs one of the pillows and bites down as her anticipation wells inside of her. The thoughts of continuing to be treated so roughly, of being punished for purposefully being a disobedient pet, drive her mind to race with all the possible "punishments" she'll get to enjoy.

Grace idly rubs Rarity’s other cheek simply to tease Rarity with the wait. Knowing it would be best to avoid leaving too much of a mark Grace continues only using her hands. She brings her hand down and strikes Rarity's rump. Rarity lets out a muffled yelp, and once again buries her face into the covers and diggs her fore-hooves into the bed. Then she quickly collects herself and turns to face Grace as best she can, her moist eyes half are lidded and a deep blush adorns her muzzle.

Grace shifts and settles beside Rarity and asks, “Why don’t you come over here and rest across my lap so I can properly deliver your punishment?”

Rarity purrs lovingly as she sits up on the bed and stretches herself comfortably over Grace’s lap. Pleasured moans flow from an overly excited Rarity as Grace begins to knead at her supple thighs and flank. Then she feels a warmth return to her marehood as Grace runs one of her hands down to her arousal slickened lips. The digits slide slowly over Rarity’s lips, gently pressing down as they pass along her entrance.

Grace is unsure how backed up Rarity is, but she decides to tease Rarity, for the sake of playing out her role of course, “Say, my pet, why are you so wet when this is supposed to be a punishment?”— Grace pushes two of her fingers into Rarity's pussy and curls them into Rarity’s walls, causing a loud squelch every time her fingers press into the hot wet flesh, —“Could it be that you’ve been enjoying your punishment?”

Rarity softly and repeatedly moans yes as though it were a mantra meant to help ease her deeper into the sensation of Grace’s fingers working wave after wave of pleasure into her mind through her soaking marehood. Her mind races with all of the possible ways that she and Grace could spend their nights together, bondage, scritches, tribbing, licking, face sitting, edging and other such play that would culminate in sweaty bodies climbing over the edge into back arching, throat catching, mind melting bliss.

Rarity soon feels the familiar pressure of her oncoming climax. But once again, just as she feels she's about to climb over the edge an unpleasant emptiness takes hold instead. Her moans quickly turn into whimpers as she realizes what has happened.

Before Rarity can try to coax her friend into once again helping her achieve orgasm, she feels Grace's hand return to her puffy marehood. Immediately Rarity lifts her hips high and her tail higher to leverage herself closer to another climax. Then Grace uses her other hand to run her fingers over Rarity’s engorged clit mid wink before pushing and sliding her fingers over it again and again as Rarity's winking increase in frequency.

“Do you want to cum? Does Mama want me to help her cum?” teases Grace.

“Yesss, please, please make Mama feel good. I’m sooo close, pleeeeease just let me finish.” Rarity begs as tears form at the corners of her eyes.

Rarity feels Grace's fingers redouble their efforts on her sensitive and swollen bud. It isn’t long until she feels her hind legs lock up and her body tense as she is pushed over the edge. Climax washes over Rarity and she bites down on a pillow to try and stifle her voice. Even so, she only manages to quiet herself to throaty groans as Grace's ministrations show no sign of slowing. The veritable flood of mare-cum that gushes from between Rarity’s thighs ruins her covers and soaks her legs. Her mind is left to wallow in ecstasy as her spent body collapses onto the bed and her high pitch orgasmic screams shift to lazy moans as her mouth opens and her tongue lolls out.

Rarity presses her belly into the bed as Grace slips her fingers into her pussy and presses into the hot folds. The overwhelming stimulation causes Rarity to press her fore hooves into the bed and tug at the sheets to try and power through her protesting nerves. However, her over sensitive love-tunnel quickly returns to greedily aucking on Grace's digits. Rarity once again begins to cry out as her marehood is assaulted with pleasure. There was no time to rest as another orgasm quickly follows the last and wracks her body. Mare cum literally splashes onto the covers before dripping onto the floor, and the powerful stench of sex pervades the room.

The tortuous amounts of pleasure being forced into Rarity's body soon come to an end as Grace’s fingers slow their assault on her clit and move to gently brushing over her cutie mark.

Rarity pants as she basks in the afterglow of her orgasm and rolls over to face Grace. Loving the affectionate treatment and still riding the high of her orgasm, Rarity giggles as she feels Grace comfortably embrace her. Then she is pulled toward Grace's face and the pair rub noses as they share breath.

This is something Rarity has been fantasizing about since having finished reading most of Fluttershy's novels. She couldn't help but blush as she contemplated the meaning behind the intimate gesture. Were they special someponies now, was she going to have to find a stallion for their herd, how many foals did Grace want? But before Rarity's mind can propose, debunk, and quantify her fears and desires, she is brought out of it by Grace's soft lips on hers. The kiss was quick and chaste, not a kiss of impassioned lovers, but one that could convey a wide range of relationships. But Rarity would like to think the kiss meant something more than just playful intimacy.

Grace has a cheeky grin plastered on her face as she speaks up, "You're cute when you're all flustered like that, it's not something I usually get to see."

Rarity finds herself at a loss of words. She was no stranger to compliments, but for some reason Grace's words were different. "Oh, you too, I mean, I do? Or rather… Uhm, thank you darling."

Rarity thinks to herself, 'Stupid, stupid, stupid pony. What kind of a response was that? “You too!?” Ugh, I could die of embarrassment should Celestia feel so merciful.'

Rarity giggles nervously before she fixes her eyes on Grace and is met with the gentle voice of her lover, "So Rarity, I'm assuming you enjoyed yourself?"

Rarity feels her exhaustion catch up to her and yawns as she responds, "Dear, I don't think I've had that much fun since… Well, ever."

“Is that so? Then how would you feel if I said I wanted to do something like this again?"

Rarity barely manages to mumble out something that sounds like Love and be a pleasure, before she snuggles into Grace and dozes off.

Grace looks to the nightstand and notices the long forgotten massage wand, looks down at the covers and notices the mess that the pair have made, and she looks Rarity’s sleeping form beside her. Then she smiles and decides that clean up can wait, and that being blue-beaned like this ain’t all that bad. Maybe Rarity would return the favor eventually. Settling on enjoying a nice long nap, Grace lies down beside Rarity and soon finds herself dozing off as well.