Keys to the Lounge

Breathe… Breathe!

Fluttershy stood up straight. Her wings had fanned out. Her face was bright red. She was having trouble getting air.

Rarity slowly approached the throne, her eyes not leaving Fluttershy. She knew what her friend had been asked to do. But she had to play it off for now. Princess Twilight wouldn’t be fooled for an instant. Rarity knew that for sure. She walked past a still paralyzed Fluttershy, kneeling in front of the throne.

“Mistress,” said Rarity, “Apologies for the delay. I was just using my break time to entertain myself with Apple Cinnamon in the room beneath the library. It was the first damage to a ceiling in this castle not caused by your cock in quite a while!” she added with a little smirk.

Twilight giggled. Everypony in the room could see how nervous Fluttershy was, but they all pretended to ignore it. “He’s getting that big now? I’ll have to remember that! I do need a few more good stallions to round out my servants.”

“Perhaps you can know what it’s like to feel a cock of that size, Twilight Sparkle. The rest of us most certainly do.” Luna’s hand rubbed across the small of Starlight’s back.

Starlight sat up more, sighing as she rolled her shoulders. “I can still recall the feel of your mighty dick many moons later, Princess Twilight.”

All eyes in the throne room fell on Fluttershy. She knew they were watching her, but what could she do? Could she really do this with Rarity? Her best friend? Not that she hadn’t thought about it, but…

Rarity stood up straight, turning to face Fluttershy’s back. A tense moment passed. Neither of them moved.

“Fluttershy?” said Twilight. “Don’t you have something to ask Rarity?”

Every fiber in Fluttershy’s body told her to stay still. Her mind was racing faster than she knew it could move. Her hands curled into fists, steeling herself.

Fly away! Fly like Rainbow Dash and rocket away! Grow a horn and teleport away! Don’t turn around! Do you know what will happen if you do?! Stay still! Don’t look at her!

Fighting every instinct, every nerve, every screaming sensation in her body, Fluttershy began to turn around to face Rarity. Her face was still flushed a bright red. She was panting as hard as when she’d been beneath Starlight. She could hear her own heartbeat pounding in her ears. There was a lump of ice in her throat.

“R… Rarity…” Fluttershy looked into Rarity’s bright beautiful eyes.

“Yes, Fluttershy?” Rarity would have reached out to hold Fluttershy’s hand, if she knew that would only make things worse for her.

“Rarity… I…!” Fluttershy bit her lip. Even for her, this embarrassment was intense. Every moment, Rarity just looked more beautiful. “Rarity! May I please...”

Breathe! Breathe!

She sharply inhaled. “May I please eat your pussy?!”

Fluttershy closed her eyes, feeling her own folds dripping wet with how embarrassed she was just to ask the question. But accidentally shouting it made it that much more so. She wasn’t sure what Rarity would say. Yes or no. She didn’t know which option was worse.

Rarity stood still for a moment before reaching her hand out to Fluttershy's face, brushing it across her cheek. “Fluttershy? Darling, look at me.”

Fluttershy slowly opened her eyes. Rarity smiled to her. “I would be honored if you did.”

Starlight leaned forward, away from the hand of Her Grace, enthralled by what she was seeing. Rarity took a step backwards, taking her place on the throne next to Twilight, spreading her legs apart on the seat. Fluttershy tentatively took a step forward, starting to kneel before she was stopped by a hand on her shoulder from Rarity.

Fluttershy looked up. Rarity gave her a gentle nod. Her hand slid away from Fluttershy’s shoulder. With a gulp, Fluttershy began to go down between Rarity’s thighs.

Be gentle. Take it slow. You can do this.

As she knelt on the carpeted floor, Fluttershy’s hands curled around Rarity’s legs. She brought her lips closer and closer to Rarity’s crotch, panting the whole time. Her tongue slid onto Rarity’s folds only once before she pulled herself back, biting her lip again.

Breathe. Just breathe.

Fluttershy went back to Rarity’s folds, taking her time. Her tongue licked softly across the slit, keeping her head still. Rarity purred with contentment, her hand running through Fluttershy’s mane, happy to just let her work her way up. Fluttershy’s hands momentarily grip onto Rarity’s thighs, but uncurled just as fast, rubbing in slow circles instead. Rarity’s thighs slowly closed in as Fluttershy’s tongue worked over the head of her clit, feeling Fluttershy’s cheeks rubbing against her inner thighs.

Rarity leaned her head back, taking in deep breaths from the feeling of Fluttershy working over her folds. As much as Rarity wanted to take this nice and slow, Fluttershy’s tongue was pure magic. Starlight could attest, seeing as she was watching from afar with a grin. Rarity’s hips began to gently rock side to side, with Fluttershy following her.

As Fluttershy began to lick over Rarity’s clit, Rarity’s moaning got louder. Fluttershy’s soft lips peppered the sweet folds of the headmare with tender kisses, narrowing her eyes. Rarity’s moaning echoed in Fluttershy’s ears, making her go faster.

Suddenly, Fluttershy saw a soft glow from up above. Rarity’s pendant was glowing with magic.Fluttershy stopped, her hands sliding down off of Rarity's long legs. She remembered seeing this with Rarity one faithful day on the beach. Someone had insulted Fluttershy, and Rarity had made them pay. The ethereal glow grew stronger, and Rarity could only knowingly smirk.

“So you remember this, darling?” said Rarity. Fluttershy's eyes went wide as Rarity began to grow. It was slower than before. Rarity's height gradually inched up, pushing Fluttershy back with the warm soft alabaster skin rubbing against her. Even so, Fluttershy barely seemed to react. She was just stunned, watching Rarity grow.

Rarity stopped when she was twice as tall as normal, leaving Fluttershy down on her rump, legs spread, staring way up from the floor at her. The blush returned to her cheeks, burning across her face. Her mouth hung open.

“Fluttershy?” said Twilight, breaking the silence. “I don't recall you being done.”

With that, Fluttershy snapped from her stupor. She stood up slowly, brushing herself off and unfurling her wings.

“No,” said Twilight. “Not like that, my dear. I want you to grow.”

Fluttershy's wings curled back up, staring between Rarity's legs at their mistress. “Grow? But I don't know how...”

Twilight smiled. “There's magic in your pendant, my dear. There's magic in every one of my pets' pendants. Use it to grow to Rarity's size.”

Rarity chimed in, thumbing around the edge of her own pendant. “It's very easy once you know it works. There's a little trick I like to use, darling. Picture yourself at the size you want to be at. Then push on your body to become that big.”

Fluttershy couldn't make heads or tails of most magic. She was a pegasus, after all. But Rarity wanted to help her. So she had to try. She closed her eyes, folding her hands over the pendant and lowering her head, almost like she was in prayer. With deep breaths, she imagined herself bigger. Rarity's size. Twice as tall.

A few tense moments, and nothing happened. Fluttershy felt all eyes of the room on her, waiting. Fluttershy's hands gripped the pendant tighter. Her mind wandered. She couldn't do this. She was a servant on her first day. Rarity was perfect. Of course Rarity knew how to do it. Of course Rarity was the greatest.

Strong, beautiful, perfect Rarity.

Fluttershy's pendant softly glowed.

As her eyes opened, Fluttershy felt her body tingle, like she was being massaged everywhere at once. She managed to grow only three inches taller before she stopped in surprise, looking down at herself.

“Very good, darling!” said Rarity from up above. “You did it! Now keep going!”

A little smile came to Fluttershy's face as she held her hands over her pendant once again. She focused on Rarity's encouragement. With deep breaths, the pendant glowed, and Fluttershy began to grow again. She opened one of her eyes as she did, watching Rarity's pretty face get closer and closer, the growth coming to a rather sudden stop when she reached the same height as Rarity. The sudden jerk of the magic caused Fluttershy to stumble, falling forward into Rarity's chest.

Rarity caught Fluttershy, helping her stand back up. “Well done, Fluttershy.”

“Well done, indeed!” came Twilight’s voice from below. “Now girls, keep it going for me!”

“Yes, Mistress!” said Rarity, hands on Fluttershy's shoulders.

“Yes, Mistress...” Fluttershy nodded her head. She knelt down in front of Rarity, at the same height as if she'd been standing on the tip of her hooves at normal size. She leaned in, giving another lick to Rarity's already damp folds. The taste was even more intense than before. Fluttershy's hands gripped onto Rarity's legs again. This time, she didn't let go.

Twilight stared up at her two servants with an audible purr. Luna watched Fluttershy's tongue work on Rarity's folds, her mind swirling with possibility. Starlight sat near her mistress, eyes focused on the way Rarity's hips moved. Little things told Starlight how much both Rarity and Fluttershy were enjoying this. The subtle jerks in Rarity's movements and the delicate licks of Fluttershy's tongue spoke volumes.

“Grow.” Twilight's voice echoed in the chamber.

Rarity's pendant glowed, enveloping both of them with its light. Fluttershy could only hold onto Rarity's gorgeous thighs while the two of them grew another few feet apiece. Fluttershy's eyes were closed. She couldn't see how big she was. But she didn't care right now.

The scent of sex rapidly filled the room as Rarity rocked her hips against Fluttershy's tongue, her hands curled around Fluttershy's soft pink hair. Being bigger meant more surface area for that tongue to lick, and more nerves for Fluttershy to set on fire. Rarity leaned forward, her huge ass on display for the onlookers just as Fluttershy managed to hit Rarity's clit. She gasped, her eyes shooting open.

“Grow!”

Rarity's pendant glowed again. It was hard to focus, though. Fluttershy and Rarity grew in small spurts of size. Fluttershy's tongue found its way into Rarity's pussy. Every little increase meant every growth spurt was its own level of bliss. Rarity had to stop and start just to try and coalesce her thoughts. Every time she thought she had a grip, Fluttershy would made a little movement with her hand or a little slide with her tongue, and Rarity was back to square one.

Fluttershy couldn't help but feel the pleasant tingles every time she grew. Her own folds were damp, both from the sensation and the exposure in front of the princesses. Her hands uncurled from Rarity's legs to work up to her large diamond-marked rump, feeling the softness bounce in her hands.

A loud thud made Fluttershy look up. Her eyes went wide as dinner plates when she saw Rarity's hands on the ceiling of the towering throne room, bracing herself against the roof. She could taste the honey flowing onto her tongue from Rarity's soaking pussy, unable to hold back all of it anymore. Rarity's horn scraped across the ceiling, her teeth grit. She finally opened one eye to look down at Fluttershy.

Their eyes met for just a moment. Rarity was panting. Sweat rolled down her face. Her once immaculate mane was matted down. A guttural moan leaked from her throat.

Fluttershy's face was bright red. They were massive. Giants. That one instant of looking into Rarity's eyes said everything Fluttershy needed to hear.

With a fierce grab to Rarity's hips, Fluttershy forced herself as deep as she could against Rarity's waist, burying her pretty face into the unicorn's crotch and licking up against her clit. Rarity's carnal lust erupted, shoving her giant hand against the ceiling with an audible crack. She shoved her crotch into Fluttershy's face, grasping Fluttershy's mane with her free hand, losing all sense of self-control.

The honey flowed from Rarity's folds down against Fluttershy's face, the sweetness sliding down her chin like water. Fluttershy drove herself back, lapping at Rarity's folds with a greedy hunger. She slowly released Rarity's ass, the yellow hands sliding down the long white legs to the floor far below.

After what felt like days of an intense orgasm, Rarity finally began to calm herself, panting and pulling the matted hair on her face aside. Fluttershy was not far behind, with Rarity's honey covering her soft lips and chin. She sat back on her legs, only to hear a rumble from the sheer weight of her huge form.

Only then did Fluttershy finally see the world around her. The ceiling inches from the tip of Rarity's horn, the two servants taking up most of the space in the room. The smell of sex was almost overpowering. Fluttershy could hear her heartbeat slowing as it thumped against her chest.

The fiery blush came back to her face. She wanted to speak, but she had nothing to say. This was what she had wanted for so long. She'd done to Rarity what she'd wanted to for what felt like ages.

Breathe... Just breathe...

Fluttershy's thoughts were interrupted by applause from down below. Twilight had her hands raised above her head, clapping for the two of them.

“Bravo, Fluttershy! Bravo! And you too, Rarity! Sweet Celestia, that was amazing!”

“Encore!” shouted Starlight. Luna couldn't hide a good-natured chuckle at that.

Twilight's horn began to glow, zapping the two servants and shrinking them back down to regular size. She looked up at the ceiling where Rarity's hands had pressed. “My word, Rarity. If you wreck another one of my ceilings, it might have to start coming out of your paycheck.”

Rarity slowly turned towards Twilight, trying to compose herself. “Apologies, Mistress... I was... in the heat of the moment.”

Fluttershy remained on her knees, hands curled, unsure of what to do next. Twilight motioned for her to stand, looking her newest servant right in the eyes.

“You passed.”

Fluttershy took a moment to catch her breath. “Passed...?”

Twilight nodded. “You did everything I asked of you. And you did it quite well! It's not many a pony who can pleasure everypony who walks into our throne room at night. You even managed to make my headmare give into her carnal lust for you with just that tongue of yours!”

It was Rarity's turn to blush.

“Even with Rarity's recommendation, I was wondering if you would be up to the task of serving me. It wasn't just your skill, but your loyalty to my orders and to the pleasure of all of your partners. So... I feel confident in adding you to my harem. Permanently. If you'll accept, of course?”

“P-Permanently? Oh, yes Mistress! Of course! Thank you!” Fluttershy's blush faded as the excitement returned. She rather ungracefully bowed, prompting another chuckle from Luna.

“Excellent!” Twilight gave another excited short burst of applause. “Then the two of you, hit the shower and wash up. I think you've both served me well enough tonight. Be back tomorrow at sundown!”

Rarity looked over to Fluttershy. The two of them both smiled and turned towards the princess.

“Yes, Mistress.”

Fluttershy wiped herself down with a fluffy white towel, wrapping it around her waist and heading to her locker. A warm shower felt good after a long night like that. The warmth flowing over her sore muscles and the clean scent of the shampoo was exactly what she'd needed.

On the other side of the locker room, Rarity had a towel around her waist, and one around her mane. Fluttershy overheard her muttering something about a spa treatment before work tomorrow, but couldn't quite make it out.

As Fluttershy pulled her underwear out of her locker, she felt the light weight of the pendant around her neck. “Umm... Rarity?”

“Yes, darling?” said Rarity, facing her locker and pulling her clothes out with magic.

“Do we just keep the pendants?”

“If you want, darling. I'm sure it'll gain its full power back by tomorrow night if you don't use it.”

Fluttershy fiddled a bit with her underwear, wringing the fabric in her hands. “And... about what happened in the throne room?”

Rarity turned, clasping her bra with unicorn magic and stepping into her panties. “Wasn't that wonderful?”

“Oh, well, yes. It was absolutely wonderful. It's just that... I...”

A lingering silence. “It's just what, Fluttershy?”

Fluttershy slowly clenched her bra.

Breathe.

The bra slid across Fluttershy's chest as she clasped it behind her back.

“... Never mind.”