Filigree Lace And Fine Crystal

by Damaged

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Porn, Rarity, Maud Pie, Slice of Life, Sex
Length: 9716

After her outfit is ruined, Maud seeks out a friend of her sister to repair it. What she finds is a mare who can mend a lot more than her dress.

After her outfit is ruined, Maud seeks out a friend of her sister to repair it. What she finds is a mare who can mend a lot more than her dress. In a nest built of Rarity's support, Maud finds a way to be more complete than she's ever felt in her whole life.

Themes/spoilers: Trans mare x mare, penetrative sex, cuddles, warm and fuzzy feelings, hot and wet feelings.

This was a commission for an anonymous sponsor.

Coverart used with the express permission of Louvely (the artist).

See This Blog for licensing.

Published 2020-04-07 22:30:02 UTC
Last updated 2020-04-07 22:30:02 UTC

Soft As Granite

Rarity was having a slow day in her boutique. It had started out with a morning trip to the gemstone market to fetch more of a particular Tanzanite she couldn't find herself locally, only to be told there was a shortage of it.

It was definitely the start of one of those days.

A quiet morning, a lunch of uninteresting cucumber sandwiches, and Rarity was entering the most dangerous part of the day—the afternoon. It could make or break a day. Long hours with no company would leave her feeling drained for no good reason, or a rush of customers could energize her with new possibilities.

Up until 3:30 P.M., however, it was definitely the first kind of afternoon. The bell on her front door ringing tore her from her doldrums and caused Rarity's head to spin around so fast she would have still been going if she'd been sitting on a swivel chair.

"Coming!" Rarity jumped to her hooves and walked to the divider that partitioned off the front of her boutique. Before she even rounded the corner to see who it was, Rarity began her spiel, "Welcome to Carousel Boutique, how may I—" She halted and adjusted her tack quickly (figuratively speaking). "Maud! It's wonderful to see you! Oh my goodness, what happened to your gown?"

Maud stood at ease, her expression blank. She'd had a day. "Hello Rarity."

"Are these burn marks? How in Equestria did you manage to burn this?" Rarity rushed around Maud, inspecting the gown Maud wore and found herself almost shrieking by the end of it. "This is a fashion disaster!"

"Pinkie happened." The truth was that although Maud had spent all morning spelunking, she'd come out of her cave with a good selection of strange rocks and not a single mark on her gown. Five minutes helping her sister with some baking, however, had ruined her favorite dress.

Rarity rolled her eyes. "Well of course. Our Pinkie Pie is to fashion like an invasion is to property prices." She picked up a hem of Maud's gown that wasn't just burned, but looked chewed. "There really is no saving it. Could I interest you in a Rarity Original?"

Maud was sure most ponies tried to be quieter around her on purpose. They tried to help her come out of her shell as it were by forcing Maud to interact more. Maud hated that. What she could appreciate, however, was someone talking enough that Maud didn't have to keep the conversation going beyond a few soft words or monosyllabic sounds.

But all of Maud's passive acceptance of Rarity's conversation skills broke down when she got distracted by things, and when it came to gemstones, Maud was easily distracted. "Yes please. Are those pyropes?"

Barely noticing her fashion-target was walking away, Rarity spun in place. The day was saved! "I'm sure you'll need something as resistant to most things as your old one, but let's try to add an enchantment against fire damage. I'm thinking a deeper turquoise to bring out your eyes."

"Pretty." Maud only had eyes for the stones. They were a perfect pink-rose, and each of them had a tiny imperfection, which Maud could identify. "These are from a mine near Dodge Junction. The fifth—no, the third southern shaft."

Rarity finally realized she'd lost her conversation partner somewhere, and it didn't take a sharp mind like hers to realize where. Walking over to Maud, Rarity looked at the focus of her attention. "Some rhodolites I picked up earlier. I'd hoped for some Tanzanite when I was shopping earlier, or even an uvarovite or two, but there have been some cutbacks on stones." As she spoke, Rarity felt Maud's attention like never before.

Maud had never just spoken with somepony about gemstones before. Normally ponies would try to walk away from her when she started talking about colorful rocks. "There was heavy snow in Stalliongrad this year, their mines are closed until their pegasi can clear it. I've been trying to find a new source for them, but so far I haven't been able to." She turned her attention back to the stones on the table. "These are lovely. You see this flaw here? It's repeated in all of them. They're not only from the same mine, but from the same rock face."

Having never heard so much from Maud before, at least not when talking about something she herself was interested in, Rarity used her magic to open her precious things drawer and lift out a translucent green gem the size of her hoof.

Freezing, her eyes stuck on the gem, Maud reached a hoof out to touch it but stopped. "Jadeite." She didn't need to touch or examine the stone to know what it was, this was a piece that was so pure and translucent that she couldn't look away from it.

"I found it myself while holidaying in Guatamarea. I took this piece for myself, but showed the locals where the seam was I got it from. You can inspect it if you wish, Maud." The one thing Rarity knew she could trust Maud with was stones. She held the jadeite out, but waited until Maud had cupped it in her hoof before releasing her grip. "You don't mind if I cut your old dress away?"

"It's amazing." Maud had never been lost for words when it came to gemstones before, but for the first time in her life she just couldn't think of anything to say. She was, therefore, startled when she realized Rarity was quickly and efficiently cutting away her ruined dress.

Of course, Rarity had her tape measure out and was quickly gathering measurements while Maud was busy examining the stone. With her pad floating beside her taking notes all on its own, she murmured softly to herself about dimensions and styles—until it came time to measure Maud's belly circumference.

Maud, too, froze at the touch of the tape measure around her belly. It was also the closest she'd ever come to dropping a rock.

"That's the reason you wear the dress everywhere, isn't it, dear?" Rarity moved on with taking measurements.

"Yes." The word was harder than normal for Maud to drag free of her throat. She very carefully passed the gemstone back to the drawer Rarity had pulled it from. "I'll go—"

"No you won't, darling. I cut your old dress off, remember?" Each dimension was scrawled down but Rarity couldn't keep from thinking about what she'd found under Maud's belly. "I simply won't allow such a beautiful mare to leave my boutique without at least one dress."

Blinking slowly, Maud looked at Rarity with (internal) conflict. Maud wanted nothing but to run home and hide in a hole—she even had one picked out—but the way Rarity hadn't skipped a beat shocked her (not that her features showed it). "You saw—"

"I'm a seamstress, darling, I see a lot of things. I have not once told a single soul what I have seen while taking measurements." Rarity had indeed seen, and she would live up to her word, but there was something about Maud that interested her. It wasn't the challenge of dressing a large-framed mare in a dress, nor even ensuring that what she'd make would cover Maud to Maud's desired amount. "Now, would you like me to make you a dress, my dear?"

For the first time in her life, Maud Pie was literally speechless. She opened her mouth as if to say something, but her brain kept coming back to the fact that Rarity knew about her and didn't seem to treat her any differently. Finally, steeling herself, Maud managed to say, "Yes," and the word pulled the corners of her mouth up just a little.

Rarity was nothing if not energetic when it came to fashion. She set her measuring tape down and led Maud into her sewing area. "Come, dear, let me find the perfect fabric. I have several turquoise shades that will suit you." Despite Maud being a big mare, Rarity led her with ease to the work room of her shop. "We'll have a little more privacy back here, you understand, now, let me work some magic!"

It was like a rain of boulders to Maud. Rarity was unpredictable and wild—or so it seemed—but the more the seamstress worked (and talked), the more Maud could see patterns to her behavior. It didn't happen instantly, but a dress took shape at Rarity's hooves and before Maud's eyes. The fabric was a little deeper than her old dress, and the cut had more dress to it, but it also seemed a little more loose in a particular place that pleased Maud a lot.

Finally, happy with her last fitting of Maud's dress, Rarity finished sewing the seams up and finished it off. "There! And that fabric was actually enchanted so I could use it to make Dragon Lord Ember's dress last season. There's no fire that Pinkie can produce that will burn it."

Rarity's magic slipped the outfit over Maud. She moved her hooves when they were touched by the cornflower-blue telekinetic grip, but apart from that they were like whispers moving the outfit into place. Turning to the mirror, Maud stared at her form. "Rarity…"

"Yes de—?" Her words cut off by a hug the likes of which she'd never experienced before, Rarity didn't try to resist and even squeezed Maud back. "You like it?"

Tightening her grip around Rarity without meaning to, Maud tried to ignore the moisture in her eyes. "Yes. I really like it." Her voice broke from its normal monotone into something a little deeper.

Meaning to pull back slowly, Rarity got as far as facing Maud when something odd happened. She was looking into Maud's tear-stained eyes, and somehow their lips touched.

Maud's tears were forgotten. She stared down her snout and to Rarity's. Mind racing, she tried to figure out how the kiss had happened. But, as it lingered and Rarity didn't pull away, Maud felt warm emotions bubbling up inside. It was a nice kiss.

At first Rarity was ready to pull back the moment she felt Maud do so, but when the break in pressure didn't come, she saw no reason not to linger. It had been too long since she'd been with a pony, and Maud was definitely mare enough for her tastes.

Breaking the kiss first, Maud could taste Rarity's lip-gloss (cherry) as she drew back. Licking the taste from her lips, she was surprised at what had happened. "Well…"

For Rarity, things were a little more clear. "That was unexpected. Normally I like to talk a touch more than you, dear, but I think we both need to talk about what just happened. Firstly, though, it was not unwelcome."

Maud's heart shot into her throat. Her eyes—normally so passive—widened a little at the implications. "I-I didn't know what I was doing." The words came out in her slightly deeper tone. Maud tried to get her voice back on its leash, but her normally stoic emotions were overflowing.

"You didn't?" Rarity always found deploying her eyelashes was the best way to extract the truth from mare or stallion, so she fluttered them to within an inch of their lives. "The way I see things, we both had a good idea of what was going on about—oh—ten seconds into that kiss. You could have pulled away."

Finally trusting her voice not to get away from her again, Maud focused next on getting her eyes back to their normal state of half-closed casualness. "So could you."

"Of course I could. Nopony was holding us together, darling, but I wanted to see where the kiss was going."

Maud's left cheek pulled her lips into a slight half smile. "I did too."

"Well, now that we have it established that we were both inquisitive as to the direction of events, were you satisfied with the kiss?" Rarity, of course, didn't flutter her eyelashes this time. Instead she held her eyelids just a little narrower than normal to cause her eyelashes to bunch up into a thicker mass at the corners of her eyes.

"Satisfied?" Maud pondered the question. "I liked it, but I'd like to do it more." Her brain caught up to her mouth and Maud Pie almost had a panic attack. She was so shocked at what she'd said that she didn't notice Rarity's smile deepen.

"For the record, I would too." With that said, Rarity leaned forward and silenced any further of Maud's replies (both oral and mental) as she pressed her lips to Maud's again.

Maud hadn't been thrown so far off balance before in her life. Rarity wasn't just a pretty mare, she had the most discerning taste of any pony in Ponyville. Maud had just been in Ponyville on business, and certainly hadn't expected an encounter like this.

Realizing it wouldn't be Maud that led the dance, Rarity pressed forward—more aggressive in her kissing—and forced Maud to give a little ground. But, Rarity was ready for Maud's retreat and used her magic to trip Maud and catch her a heartbeat later.

Not having been so aggressively stallionhandled before, Maud was surprised to find Rarity leaning over her and—supporting Maud with magic—the fashionista pressed her tongue between Maud's lips. The invasion drew a hungry moan from Maud's throat. She felt herself relaxing into Rarity's grip and letting her lips and teeth part.

Rarity, not a newbie when it came to romance, pressed her advantage and turned her head enough to work her tongue deeper into Maud's mouth. The kiss served not just as an outlet of her own feelings and a chance to let Maud release her own, but it gave time to Rarity to connect some dots she'd been pulling together.

Maud, it was obvious now, was a trans mare. She hadn't opted to get the magic surgery, for whatever reason that was definitely her own, which intrigued Rarity further. Her dress she'd always worn had effectively hidden any hint that she was anything but a big and powerful mare. Her tone of voice she kept neutral precisely because it kept getting deeper.

It all added up into a complex situation that Rarity was almost literally plowing her way into at full steam ahead. She had to be a little delicate here, but there was one thing she was sure of—treating Maud as a mare was vital.

Breaking the kiss and pulling her tongue free from Maud's mouth, Rarity flicked her eyelashes twice with a skill born of much practice. "Miss Pie, would you like to take things further?"

Staring in shock, Maud tried to get her head around what Rarity had asked. Taking things further meant more intimate, she was sure, but how far would Rarity be willing to go? A bigger thing hit Maud—was Rarity going into this thinking Maud was a stallion? Was this a mistake? She started to open her mouth, then closed it—unsure what to say.

Rarity could see emotions on Maud's face. It was like she was a different mare. "We need some communication, darling. No doubt you have questions, and so do I, so let's ask them. Firstly, would you like to have an intimate time with me?"

"Yes!" The word came out with more emotion and depth than Maud had intended. She felt almost meek. "Y-You don't want me to—to be like—I'm a mare."

"You most certainly are. I have never held sway with reducing my selection of partners to just stallions or mares. Today I believe I'd like to be with a mare." Still holding Maud, Rarity used a hoof to gently brush Maud's cheek.

Maud's heart was in her throat. She looked up into Rarity's eyes and didn't know what to say—but she had to say something anyway. "I like you." It was stupidly short, or shortly stupid. Maud closed her eyes and tried to focus on something better. "Would you treat me just like a mare?"

"This is a negotiation for an intimate tête-à-tête, dear, of course I'll agree to that." Pondering her options, Rarity traced Maud's other cheek with her hoof. "There is a slight problem there—"

"I have a penis." The bluntness of her words didn't surprise Maud, but she couldn't stand hearing Rarity dance around the fact—at the same time she appreciated that Rarity did dance around the fact. "You can—you can touch me, but I don't want to use it."

Being a seamstress who specialized in custom outfits meant Rarity was an expert problem solver. "How do you feel about anal sex?" It was crass, and far too forward, but Rarity felt a need to be exact in her description of things. "I have a nice collection of strap-ons, you see…"

"That would be nice." The absolute truth was, Maud was starting to get excited. Just the idea of being with somepony gave her so many feel-good sensations that she was worried she'd make a mess in her new dress. "That would be very nice."

Lifting Maud back to her hooves, Rarity swished her tail and walked back out into the main area of her boutique. "Excuse me for a moment, dear, I need to close the shop for the afternoon."

Maud's breath caught as she watched Rarity walk. Normally Maud was as indifferent to a pony rump as anypony else, but Rarity wasn't just walking—she was putting on a show. Shifting a little, Maud felt herself slip free of her sheath. This was almost literally what her dress was meant to hide, though she didn't feel like hiding.

Having put the sign up saying she was out for the day, Rarity sashayed back from the shop floor and batted her eyelashes at Maud. "Would you like to go upstairs now, Miss Pie?"

The raw sensuality of Rarity's movements did a good job of working Maud's libido even higher. She managed to nod, then cleared her throat. "Y-Yes." She'd stuttered. Maud closed her mouth in surprise and looked down her snout at her nose as if to infer fault.

"Come along, then. Much as I enjoyed fitting you in that dress, I'd rather like to take you out of it now." Rarity didn't need to look behind herself to know Maud was following her toward the stairs. She felt a little like the pied piper.

Maud was sure she was rock hard in her dress. Each step after Rarity's swaying rump brought her the scent of excited mare that almost stole all sense from her. Up the stairs she went, feeling herself rubbing the inside of the dress.

Not for the first time Maud pondered getting the magic done. The one spell that would change a mare or stallion's life for the better. The thing that always stopped her was her work. Maud loved to search out caves and heft rock from the very bosom of Equestria. If she were to become a mare physically, she might very well lose all that which allowed her to do it.

For Maud Pie, her career was the very focus of her special talent and her cutie mark, and she would not sacrifice all that she was for a little convenience in the bedroom. Not that she'd spent much time in any bedroom than her own.

At the top of the stairs, she followed Rarity's swaying body instinctively and found herself in a room dominated by a huge four-poster bed. Everything not a part of the floor was in muted pinks and purples, and it all felt so Rarity to Maud. She watched as Rarity made her way over to the bed. "What do I do?"

"Well, for one, you can take your dress off—though I'd appreciate it if you did it slowly." As much as Rarity liked to see ponies well-dressed, she quite enjoyed the anticipation that undressing brought. Lifting the top on the big chest at the foot of her bed, Rarity lifted out a little cover that hid her special things.

"Off?" Maud snapped from her little daydream at the request. She looked back at herself—stocky and solid—and wondered who would ever want to see her acting sexy. For that matter, Maud worried if she could act sexy. "Off. Okay."

Maud reached to simply pull her dress off, like she always did at night, but froze just before she got a grip on it. Slow. Sexy. Adjusting herself mentally, Maud tried to move how Rarity had just moments ago. Swaying and shifting to the beat of a drum she couldn't hear, Maud slowly pulled her dress forward.

Rarity froze in stunned disbelief. Her eyes locked onto Maud and she watched the big mare move like a dancer. She wasn't lithe, she wasn't curved like a mare, but Rarity would have sworn to Celestia herself that Maud Pie was both of those things as she danced.

What took Rarity's breath away was when Maud turned side on and Rarity saw her penis slowly revealed. It was big, stiff, and on full display. It took a force of will to drag her eyes off it back to Maud's behind.

It hadn't escaped Maud's notice when Rarity looked under her. For a heartbeat she tugged her dress back down a little, before pulling it further forward with a mental admonishment that Rarity was looking over all of her, not just the bits that were under her belly. Indeed, Maud caught Rarity's eyes glued to her rump, then watched as they slid up her back and to her face.

Having met Marble Pie before, Rarity recognized the hair-flip Maud did to shroud her face. The examination of Maud's form had done plenty to get Rarity's motor going, and here was Rarity not even having gotten her toy out yet.

Maud actually felt good about her little performance. From the looks Rarity had given her, all she could conclude was that it had gone well. Lifting her dress over her head hid her face for a moment, but let her smell stallion on the clothes—a mixture of sweat and musk that was unmistakable.

That's when Maud got an idea and sighted down on Rarity. Giving the dress a quick swing, she cast it toward Rarity with a good throw.

Turning as she lifted her favorite strap-on from her toy-box, Rarity turned to look back at Maud only to have darkness descend. If her libido had been rising before, it lurched into hunger as Maud's scent descended over her senses like the dress had over her head. For several breaths she inhaled through her nose—deeply—then exhaled quickly so she could repeat the process and draw more of Maud in.

Catching herself staring at Rarity, Maud shook it off and walked closer. When Rarity finally managed to work her way free of the dress, Maud pressed in to kiss her.

As she got the dress off—and promised herself that she'd not find it again later to smell—Rarity opened her eyes just as a pair of lips pressed against hers. The forcefulness she'd used earlier came back upon her as Maud looked deep into her eyes. Few were the mares who'd ever taken this tack with Rarity, which was strange because her heart was aflutter at the forwardness. Using her magic by feel, she managed to get the straps of her toy around her hips and fastened.

Maud wasn't sure how long to keep up the kiss, but given the happy sounds Rarity made each time Maud shifted to a new angle, she wasn't inclined to end it soon. That left a conundrum for Maud—one she solved by hooking a foreleg around Rarity's neck and pulling her closer and sideways, then scooping her up with the other leg.

Unable to stop the gasp at being picked up, Rarity clung to Maud as she was carried around the trunk and to the side of her bed. "You're not even wavering. How strong are you?"

"Strong enough." Maud looked down Rarity's body to the toy that was trapped to her belly. The thing looked small, but given Maud had never had anything in her rear before, she judged that it was probably going to be a trial just the same. There was something she wanted to do before diving into playing with toys.

Maud's grip, for all its strength, was so gentle to Rarity that she could have sworn it was unicorn telekinesis. As the bed came up to embrace her, Rarity felt a little playful. "So what are—" A blue-gray hoof that Rarity had seen smash boulders into gravel gently pressed to her snout. Rather than passively put up with the silencing gesture, Rarity kissed and then licked the underside of Maud's hoof.

Surprised at the lick, Maud drew it back a little so Rarity had to stretch her neck forward to keep nuzzling the soft frog of her foot. The sensation had only been a surprise at first, but to see Rarity enjoying herself in such a way ensured Maud wouldn't be calming down anytime soon.

Rarity let out a little gasp as Maud dipped her head down between her forelegs and started nuzzling and kissing her. Glancing up at Maud, Rarity smiled at the attention and focus on the other mare's face. When Maud's lips found the sensitive little spot at the start of her chest, Rarity's head lolled back and she let out a happy sigh.

Taking mental notes, Maud nuzzled the spot that made Rarity squirm a little more before moving on. Maud moved on from her chest and began to negotiate her way down Rarity's belly. The first delight she discovered was Rarity's belly button. The little depression didn't make Rarity cry out quite the same, but the giggling that poured from Rarity's beautiful mouth was accompanied by just as much squirming.

"Ticklish?" Maud asked.

Struggling to control herself, Rarity looked along her body at Maud. "In that particular place, yes."

"Any other places?" Nuzzling her belly button once more through her soft coat, Maud was happy to catch Rarity about to talk—stealing her words into another round of giggles.

Opening her mouth to reply a second time, after she'd gotten her giggles under control, Rarity gestured behind her with a hoof. "T-Top of my dock."

Maud filed the information away for later. Instead of teasing Rarity's belly any longer, she paid attention to the toy Rarity was wearing. The thing was nothing like a stallion, but Maud could see a lot of work had gone into the design. Bring green, it fastened to a set of straps that anchored before and after Rarity's teats. The toy itself nestled down the middle of her sleek udder such that she'd feel every touch to it through those sensitive organs.

Rarity's eyes widened as Maud opened her mouth and didn't just kiss the toy, but took it into her mouth. The vision of the big mare sucking on the rubber dong sent a shiver of lust down Rarity's spine that made her thoughts turn to so much jello.

Trying not to gag, Maud was nonetheless surprised when Rarity's hips gave a little hump and delivered most of the toy's length to her mouth. She hadn't planned to make the impromptu blowjob take too long, but the sign that Rarity was into it encouraged her onward.

For a moment Rarity thought that Maud was going to be distracted by the toy all day, but just two bobs of her head later and her mouth was free of it. "I haven't had somepony pay this much attention to me in quite some time, darling."

"You deserve it. You're beautiful."

"Maud, speaking like that will make me all—Oh…" Rarity was interrupted by Maud nuzzling down beside the toy and over one of her teats. Her voice filled the room as Maud nuzzled the sensitive teat over and over. Rarity just couldn't stop vocalizing, not while Maud focused on one, and not after she swapped to the other.

Her ears focused forward, Maud listened to Rarity vocalizing all sorts of wonderful sounds. There was a particular delight she got from hearing her efforts elicit such a response. Being an earth pony, Maud's methods of interacting with another pony were somewhat limited, but she made the most of what she had.

Rarity lost all her composure and haughtiness at the careful ministration of Maud's mouth on her teats. She squirmed, wiggled, whined, and cried out over and over until her whole body felt as sensitive as what was between her legs.

But, Rarity wasn't known for being selfish. With her own fire stoked, she arched her back to look up at Maud and used her magic to forcefully lift Maud Pie into the bed and beside her—with their heads positioned at one another's back legs. "You may feel a little tingle."

Maud had barely a moment to comprehend what Rarity said before a rush of magic seemed to pour into her rear, then was gone a moment later. She turned her head to look at Rarity before she saw Rarity dip her head not between Maud's legs—like Maud had been nervous about—but behind her.

"What are you—Ohhhh…" Maud's lips curled into a not-often-seen smile that reached her eyes as Rarity licked and nuzzled at her perineum. The sensitive flesh was soft and almost as sensitive as Rarity's nipples, and having somepony pay attention right there took Maud's breath away.

Nuzzling and licking, Rarity noticed Maud had used something to limit her natural musk, but being this close to the source of said scent made it far more noticeable and potent. Rarity inhaled deeply as she worked her way up Maud's rump until her lips placed a kiss firmly against the lower portion of Maud's anal ring.

Any attempt at control Maud might have had was lost. Such tender attention to parts of her that had nothing to do with her biological sex drove her wild with desire. She pressed forward and worked her snout under Rarity's vivid tail, and nuzzled against her feminine opening.

Maud had been with mares before. She might have grown up on a farm in the middle of nowhere, but she'd attended school and later college—she had her rocktorate after all. She knew her way around a mare's body, and some of her friends at college had helped her with her look, but right now she was focused on Rarity's nethers and not those old experiences—except where they would help her right now.

Exploring, Maud found two spots that made Rarity clench her muscles, and another that made her dock twitch in excitement. She nuzzled and licked, studying all these most tender places as Rarity started to eat her out.

The two mares took turns losing their focus to the pleasure the other inspired. Rarity in particular kept losing her rhythm of eating Maud's ass out with each assault Maud made on her vulva. Maud was able to keep her physical lust more at bay, but her mind was making up the difference with the delicate way Rarity had treated her.

For the first time in her life, Maud Pie was hard as a rock and with a mare, and didn't feel self-conscious about it. It was freedom in a way she'd never felt before, and on that alone she felt her pleasure build to the point where she cried out at the pure joy of it, screaming her bliss into Rarity's body.

The extra attention, rough as it was, didn't push Rarity over the edge, but she was curious about Maud. Despite sounding like she'd climaxed, Maud hadn't ejaculated at all. Curiosity ate away at Rarity while she ate away at Maud's rear—working her tongue as far into the mare's body as she could and working it around to find the sensitive rings of muscle.

Unable to take back up her efforts to satisfy Rarity, Maud panted for a bit while her lover kept eating at her. She eventually had to reach a hoof up to Rarity's rump and pat at her.

"Mmm. Something wrong?" Rarity asked.

Maud was about to reply, but Rarity nipped the underside of her dock. It sparked a different arousal in her that Maud couldn't deny—she needed to get off more physically. "I need to finish something quickly."

Rarity was about to ask what, but she realized what it was when Maud shifted and poked her in the chest. "I understand, darling. Would you like some help with it?"

Biting her lip, Maud summoned up her feelings—which included fear. Fear was strong, and one of Maud's biggest fears was that if she had sex like that with somepony, they would see that as all she was—something she wasn't. She shook her head. "N-No. I can handle it."

"Well, you won't mind if I watch?" Rarity still had the toy attached, and she'd planned to use it yet, but right now she was more focused on her own pleasure than shoving a toy into Maud.

Sitting upright, Maud's shaft was heavy and proud beneath her belly. She looked at Rarity as she rolled to her back and lit up her horn. It took a moment for Maud to realize what Rarity was doing with her magic, but a soft blue glow came from under Rarity's tail.

It impressed upon Maud what was going on. Rarity hadn't treated her as anything but a mare, had been quite explicit in that fact, but yet she could appreciate Maud's body for other traits. "You're bi."

"I prefer to think of it as I can find beauty in anypony."

Maud reached to her belly and felt her hardness with one hoof. Just the touch of the soft manipulative part of her foot made her tingle all over. What shocked her was when Rarity mirrored the touch. Her eyes fixated on Rarity's hoof on the strap-on. She gulped.

Each stroke and caress that Maud gave her shaft, Rarity mirrored with the toy. Maud would stroke down and Rarity would do the same. When Maud paused, however, Rarity moved her hoof up to rub the tip of her toy.

Eyes widening, Maud moved her hoof up to mirror the motion. When she rubbed the top of her length, a spike of pleasure shot down her penis and made her moan. It had been such a simple act, but now Maud found herself mirroring Rarity, matching her motions as pleasure threatened to overwhelm Maud.

It was like she'd given Rarity permission to touch her, but without any of the mental triggers Maud usually had when somepony did. When Rarity started stroking her toy from base to tip, Maud copied it despite being so close her groin felt on fire.

Rarity pushed her magic into herself. She'd never played with somepony quite like this, but every second of her guided masturbation made her own body run hotter at how into it Maud looked. Rarity could only assume Maud was very close to climax—and then she could see she'd been right.

Maud Pie was a strong mare, not just physically big, but strong for the size she was. When her muscles clenched and she fell sideways onto the bed, her limbs all strained to their limit as her body fought to impregnate the phantom mare it figured she was mounting.

But, Maud didn't want to make a mess of Rarity's beautiful room. Curling her spine, she brought her mouth down and kissed the tip of her shaft.

Frozen in surprise, Rarity kept working herself with her magic as she watched Maud demonstrate her flexibility. Then, when Maud's body started to convulse into a male climax, Rarity almost came on the spot. There weren't a lot of stallions she knew who could bend that much—something that led to Rarity realizing she had an entirely new fetish she hadn't realized before.

Her eyes locked on Rarity's, Maud sucked down her own seed as she climaxed hard. She wanted to squeeze her eyes closed and just let the release wash over her, but for some reason she couldn't look away from the mare masturbating on the bed before her. Everything seemed to come back to Rarity.

All good things must come to an end, however, and Maud's peak of pleasure started to wane into a heat that spread out to her whole body. One last spurt of semen passed from her shaft to her mouth and was swallowed, then she broke the contact with her own member.

"Maud Pie, you are an exquisite mare. Never let anypony tell you otherwise." Rarity, unlike Maud, was still yet to reach her peak. She'd been eaten out, she'd masturbated, but her pleasure was being stubborn. "It—"

Raising an eyebrow at Rarity's hesitation and self-censoring, Maud rolled a little closer. "What?"

"I thought I could ignore it, but I can't. I'm sorry, Maud."

Maud already knew what Rarity wanted. It's what all mares she'd ever been with wanted. The difference with Rarity was how much effort she'd gone to to please Maud in other ways. Leaning down, Maud pressed her snout closer to Rarity's until they kissed.

Rarity moaned into the kiss—it was torture. She could smell and taste Maud's shaft in her mouth, but she didn't want to ruin their fun by asking for something Maud had made it clear she wouldn't give.

Breaking the kiss first, Maud reached one powerful foreleg up to grip Rarity's chin with her hoof. She kissed Rarity's nose just once. "Tell me what you want."

"I said I wouldn't."

"You want me to fuck you." Maud knew the term was vulgar, that it would sting Rarity's ears.

And the word did. Rarity's ears folded back and she whined. "Yes."

"Why? Is it that good to be—to have it?"

"It really is. Don't get me wrong, I adore making love to mares too, but—"

"One condition." Maud watched as Rarity's eyes widened. In truth, Maud wanted this too, but she wanted to experience the other side of things, and if that meant a little give to get her take, she was willing to go that route. "You fuck me first."

Rarity's eyes widened. "I—I don't like that word."

Maud leaned closer to Rarity and pressed her cheek to the side of Rarity's head so her mouth was by Rarity's ear. "I want you to mount me and make me feel like a mare—like I have a stallion on my back. I don't want gentle lovemaking."

Of course, Rarity had been with less gentle lovers before. She'd been with stallions that would do everything Maud wanted, and she'd been with mares who emulated those stallions in just about every way. Whether she could pull it off herself, however, she wasn't sure of. "I can try."

Maud wasn't just enthusiastic for the sex, for the first time in her life she looked forward to being in a mare. "Rarity, I want you in me so much right now."

A shiver rolled down Rarity's back. She lifted herself up to shaking legs and nodded. "Then turn yourself around, little filly, and lift your tail."

Maud knew the exact word that described her feelings at that time because her sister had invented it: nervouscited. Would it hurt? Would she like it? Would Rarity be able to get lined up on her? Would Rarity have fun? Dozens of complicated problems chased their way through Maud's head, but there was a little sentence that scared them all into the corners of her mind where they couldn't harm her conviction, little filly, lift your tail.

Turning slowly, her heart thudding in her throat, Maud looked back over her shoulder to Rarity. She seemed so much bigger to Maud—given what Maud knew would be coming. When she met Rarity's eyes, she felt a shiver of pure excitement rush through her and turned to look forward again.

"You don't want to watch?" Rarity asked as she fetched a special bottle from one of her bedside drawers.

"I want to feel more than I want to see. Also, suspense."

Rarity's mind raced to put together something that would feed both those desires. Floating a large glob of lube over from her bottle, she leaned under Maud's tail and blew softly over the tender flesh there. At first all she managed to elicit was a flick of Maud's dock, but when she repeated it Maud's tail lifted a little.

After the first waft of air, Maud knew it was Rarity doing it and not some stray breeze. She relaxed more still and just let her body react as it wished. It didn't surprise Maud in the least that her tail flicked and wanted to rise—so she let it.

The first actual touch came with the telltale tingle of magic. Maud could feel Rarity pressing something against her anus and tried to relax it as best she could.

"You're tight," Rarity said.

Maud opened her mouth to reply when a tendril of magic no thicker than a feather shaft pressed into her rear. It was petite enough that it didn't trigger any kind of pain, though it was magic so had a tingle to it.

The thin shape was not to last, however, and Maud felt Rarity stretching her wider and wider a little at a time. It took every ounce of Maud's self-control to keep in place when Rarity started moving the shape. Holding still the magic had been just a little tingly, with it moving in and out of her—and growing larger with each push—Maud felt jolts of magic dancing along her nerves and making her hold her tail higher and higher.

It wasn't work. Rarity enjoyed the process of lubing Maud's rump up in part because of the little grunts and sighs she made, but also because Maud was expressive. She'd never heard the mare talk so much or seen her move so much. Bringing her magic shaft to the full size of the toy she had strapped on, Rarity leaned forward and nuzzled at Maud's tailhole. "Are you ready?"

The disconnect between what Maud was feeling and the knowledge that this was another pony behind her was stolen by the feel of Rarity's breath on her ponut. She shivered and found herself arching her spine in excitement. "Yes."

Remembering what Maud had asked for, Rarity used her magic to smear a good amount of lube on her strap-on and launched herself forward and upward—mounting Maud Pie.

Maud had dreamed of being mounted by a stallion. She had long fantasized about a big male landing on her back and driving himself into her. It was a silly romanticization she realized now. She hadn't expected the feel of so much weight atop her or the grip of Rarity's forelegs as they wrapped around her belly.

Casting her thoughts to all the more rough and ready stallions she'd been with, Rarity tried to be as forward as she could be. Rather than pulling herself far enough up Maud's back to penetrate her, she instead grabbed as tight as she could and pulled Maud backward.

Whatever she'd been prepared for, Maud wasn't ready for the way Rarity pushed and pulled her around. When Rarity jerked back, Maud stumbled and moved in that direction. But, in being pulled backward, Maud found Rarity's strap-on not just press against her ass, but it shoved a little ways in.

Rarity wasted no time, bringing her hips forward in the best approximation of a buck her sensibilities would allow. Given the deep moan that Maud let loose when she did it, she was reasonably sure that not only was it the right amount of buck, but it had also been the right amount of lube.

When Maud had asked Rarity to be aggressive like a stallion, she hadn't fully expected her to be this aggressive, but now that Rarity's belly slammed against Maud's rear again and again, she was very happy she'd given the instructions. Each grind of the toy into her filled a part of her desire as a mare she'd never managed to before, and each withdrawal only left her longing for its return.

Rarity seemed entirely too petite and ladylike to be the bucking "stallion" on Maud's back, or so Maud thought. Every time Maud's mind managed to recover enough sense to question how Rarity was pounding her so hard, Rarity would invariably pound into her again and scrub any such thoughts from Maud's mind.

This was exactly how Maud had always wanted to have sex. It was the culmination of everything she'd ever imagined wrapped up in reality. Rarity was really on her back, really thrusting into her, and really fucking her. The next thrust pushed Maud beyond her ability to withstand.

Not expecting Maud to get off just from anal sex, Rarity had been caught by surprise completely. She'd made no plan to protect her floor, but she needed to move quickly to capitalize on the situation (her floor could be cleaned later).

Maud's deep moan was cut in half when Rarity leaned over her and got a mouthful of her mane, then jerked back hard and drove her belly firmly against Maud's croup. Trembling, Maud's forelegs gave way and her chest dropped to the floor with a hard thump.

Jerked off her back hooves, Rarity gasped in surprise when Maud buckled under her. She was literally held aloft by Maud's size, which had the side-effect of keeping her shoved all the way in Maud's rear.

A few minutes passed where Maud tried to get her breathing and head under control. She'd been panting and felt like she'd just run a race, but at the same time she couldn't think about anything but Rarity and how good she felt.

"I made a mess…"

"Ignore that, dear," Rarity said. "I'll deal with that later. As a seamstress, learning spells to clean fabric was an essential part of my apprenticeship. Did you enjoy yourself?"

Maud started to giggle, such was the power of the emotions swirling inside her, but as she did, she also started to turn. Not having been in such a position before, she wasn't prepared for the extra weight on her back and both of them fell sideways—laughing—onto the floor.

Rarity had managed to pull the toy free in the process of falling, and rolled to her back to give Maud some room. "Well, of course you enjoyed it. I doubt you'd have had an orgasm from only having your derriere filled if you weren't having fun. But, was it—?"

"You're worrying too much. That was the best time I've had with another pony in my life." Maud looked at Rarity and turned to get her hooves under her. "And I promised something special."

Having gotten so far into the moment, Rarity was caught by surprise when Maud stood up and walked toward her. She rolled to her hooves and used her magic to remove the strap-on from her hips. "Hold on. If you're really okay with this, and are willing to do it, I have one request."

Maud was about to ask what the request was when a condom (in its wrapper) floated toward her in Rarity's blue magic. "Oh. Right." It hadn't occurred to her to use protection, but now that Rarity insisted she could see it was a good idea.

Taking the condom wrapper from Rarity's magic, Maud clamped her teeth down on one edge and pulled with her hoof. She'd never actually put a condom on before, but it wasn't a hard process for her to figure out on the go—and she was surprised by how much she was looking forward to using her penis with Rarity.

Leaving Maud to navigate the contraceptive herself, Rarity turned and started using her magic to clean the carpet. She did this for two reasons: so it wouldn't stain and to offer a good target for Maud. Of course, to ensure the second part held true, Rarity flicked her dock up to expose herself.

All of Maud's attempts to focus on her condom or getting ready mentally for sex with Rarity fell to dust and blew away at the sight before her. Rarity's teardrop vulva was showing dew from her obvious arousal—obvious because when Rarity lifted her tail, Maud started to smell it—and while she watched Rarity's clitoris winked at her.

Maud had never felt so aroused by the thought of using her penis before. Always it had been somewhat of a chore—something she did only because it meant she got to have other fun things. This was different. She didn't even notice the first two steps she took, but when the third brought her nose to within a hoof-width of Rarity's rump, she realized she was completely spellbound.

Rarity just finished cleaning the carpet when she felt breath across her puffy nether-lips. She had to bite her lower lip to keep from crying out—though a little gasp did get free of her mouth.

Maud pressed her nose firmly against Rarity's cleft and inhaled. The aroma was beyond belief. She closed her eyes and let Rarity's scent wrap around her mind and narrow the world into tunnel-vision. Extending her tongue, she lapped from Rarity's winking clit to the base of her asshole.

Jumping in place and crying out, Rarity shivered from her shoulders all the way to her dock and back again. She turned to look back just as Maud reared up and danced forward. Rarity stared in surprise as Maud landed on her back, and then she had to brace herself to ensure Maud could stay on her back.

It was fully apparent to Maud now how much bigger than Rarity she was. The feel of Rarity on her back earlier might have made Rarity feel bigger, but now the tables were turned—and then some. Maud eased more of her weight forward and humped hard.

Rarity shuddered as Maud's broad tip planted against her entrance. The size of it put it on a scale with some of the biggest stallions Rarity had entertained. Taking extra precautions, she braced her forelegs a little harder and angled her spine so that when Maud thrust—

—she pushed into Rarity without any resistance. Maud clenched her teeth and bucked again, then again, and before she realized what she was doing her body had a rhythm going.

The air was driven from Rarity's lungs with each thrust of Maud's body. Each time she exhaled it was either a grunt or a moan. The long strokes Maud took seemed to strike every sensitive place Rarity knew of inside her—and taught her about several previously unknown ones.

Like a damn bursting, Maud was able to just relax and let her body do what it wanted without feeling disgusted or terrified. It was liberating and let her truly enjoy a part of her body she'd always disliked. For this one moment, and with this one pony, she could just be herself.

The longer the sex continued, the more Rarity could feel Maud's shaft swelling. It had started as an almost completely smooth length, but now the head was flared and Rarity knew exactly what that meant was coming—Maud.

The normally loathed tightness that grew inside Maud came without her usual hangups. She grunted and drove forward on Rarity's back until she was slamming her groin against Rarity's rump with each thrust. At last, however, the tightness became too much and all she could do was shove forward and hold against Rarity.

As Maud's shaft grew to its fullest size, Rarity felt her pleasure grow with it. By the time Maud had slammed their bodies together and started to slide into her climax, Rarity could feel her own surging like a tsunami around her.

Wave after wave of bliss hit both mares at the same time. Maud clamped her teeth down on the back of Rarity's neck and pulled her back hard, and for possibly the first time in her life, Rarity didn't care if her mane was getting messed up.

Rarity squeezed hard and in rippling patterns on Maud's shaft, and in return Maud's body unloaded blast after blast of seed into the entrapping condom—right up until the point where the rubber (weakened by Maud's teeth when she tried to open the packet) split open.

The ensuing hot rush of fluid into Rarity's depths didn't go unnoticed by its recipient, though she was in no shape to comment on it. Unlike Maud earlier, Rarity managed to keep her legs under her—supporting both of them—only because of experience.

Both mares stood as close as any two ponies could get while their bodies continued to engage in the chemical and electrical dance of orgasm. Neither was in a fit state to think much beyond their connection to the pony they were with.

As pulses and panting reduced, Rarity found herself feeling fulfilled much more than normal. There was a great sense of gratification in sharing such an intense moment. "M-Maud? Are you feeling okay?"

For the first time in her life Maud Pie had enjoyed sex involving her penis. It wasn't the event in and of itself, but rather everything leading up to it and who she was with that was important. There were a million tiny details of everything that had just happened that ran through her head and helped her come up with the perfect way to express herself. "Yes."

Rarity chuckled, which had quite an effect on her pelvic floor muscles—dragging her mirth into a moan and stealing one from Maud as well. "S-Sorry, dear."

"Don't apologize. This was—is—the best sex of my life." It had taken Maud a moment to figure out exactly how to say what she wanted to say, but the words felt right to her. "Can I get down now?"

"Only if we can cuddle. I find myself in a cuddly mood right now." It was the absolute truth. Rarity had enjoyed herself thoroughly, but now she wanted—nay, needed a little special time with her partner.

When Maud started to dismount, however, the relaxing spell that had settled on Rarity cracked. Maud wasn't just big, she felt huge inside Rarity. Before she could complain, however, Rarity felt Maud pull all the way from her.

An aching emptiness made it impossible for Rarity to think. She trembled a little, but her shell-shock at the dismount was broken by strong legs that pulled her close to Maud and guided her down onto the bed. Making a mess was the least of Rarity's worries now as she snuggled against Maud.

Maud used her size to almost completely cover Rarity by pulling the smaller mare against her belly. She made up for her deficiency by leaning back and getting a grip on the cover of the bed and pulling it over the pair of them.

The warmth of her comforter only made Rarity snuggle even more against Maud. She could feel Maud's retreating shaft pressed to her back, and cared not one whit what sort of mess it would leave on her coat. Messes were a problem for later. "That's much better, thank you."

"Thank you, Rarity. I've never felt like this before. It's so different."

When Maud didn't say anything further for five minutes, Rarity (being curious) prompted, "Different how?"

"You didn't want me in control of everything." Maud tilted her head so she could nibble lightly on Rarity's ear for a little bit. She was putting off talking and she knew it. Making the conscious effort to surrender the ear, Maud sighed. "It was nice to have a partner instead of someone who wanted me to do everything."

"That's hardly fair. I gather they expected you to act like a stallion?" Now it was Rarity's turn to tilt her head—but she was offering that ear back to Maud. A little nibbling was quite nice.

By the time Maud was done with Rarity's ear, the white hair was reduced to a soaked mat. "I hadn't really thought of it like that. Do stallions like doing that?" The idea of having a partner just take full control of the situation appealed to Maud.

Rarity was well aware of Maud's reaction given their intimate position. "If you like, I could invite a stallion over for a little soiree and some fun after. That would let you learn first-hoof as it were."

Maud's heart sped up a little. She hadn't thought of that possibility. "But they—and me—it might—"

"Shh. No no, no stress. I absolutely would not think of inviting a stallion to play unless I had every confidence he wouldn't make things awkward for you. That said, dear, if you don't want to, you don't have to." Rarity's mouth curved into a grin that she felt all the way down to her hooves. "I'd be delighted to keep you to myself for now."

Returning to nibbling the well-nibbled ear, Maud simply existed in the quiet of Rarity's bedroom for some time. She wasn't exactly sure how long it had been, but felt the need to ask, "What's it like?"

"With a stallion?" No sooner did Rarity ask than Maud nodded behind her. "Most of them do take control. They're big and brutish and wonderful when you're in a mood for that. They get this look in their eyes, just before they get down to business, whereupon you feel like the mares of old. You belong to him in that moment, and he will certainly show you what it means to be his."

By the feel of a rock-hard penis against her croup, Rarity knew she had Maud's attention. "If you'd like to try—"

"I would. But, for now, I like this."

Rarity felt Maud's legs pull her closer to the bigger mare's belly. Neither of them had noticed the outcome of the condom breaking, but they would in the near future.

Author's Note

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