A Rare Display of Passion

by jrain91

Rating: mature
Tags: Original Character, Porn, Fetish, Rarity, Romance, Equestria Girls, Sex
Length: 4603

Rarity's anniversary gift allows her to live one of her fantasies

It's Passion and Rarity's anniversary night and while both have gifts planned, Passion's will allow Rarity to live out one of her fantasies...getting it on with another woman ;)

Published 2020-08-08 16:50:00 UTC
Last updated 2020-08-08 16:50:00 UTC

A Night Not Soon Forgotten

It was the day of Rarity and Passion's one year anniversary, so both were planning something special for the day. Rarity had made a special tuxedo for when the two planned more of their formal dates, such as going to fashion shows, going to high end restaurants and the like. Along with a set of sheets and pillow cases made from the finest clothes she could find, just a small reminder of her on the nights he missed her. As for his gift, well it was a bit more physical...more personal. He had been working on a device in secret for a while now, one that would allow the user of it to change genders at will. Rarity had expressed multiple times curiosity about getting naughty with another woman, but she didn't want to cheat on Passion and neither of them were too into an idea of a threesome yet, so she abstained from the thoughts. So he figured this device would rectify that problem.

The two were set to meet at his house at 5pm, so he put the final adjustments on the device and hid it under his bed. After about an hour, his doorbell rang, “Passion darling, it's me!” Rarity exclaimed from outside.

He smiled and quickly got up from the couch. “Coming, hold on a sec!” he replied happily as he opened the door a few moments later. “Well hello there beautiful. Come on in.” he said when he saw her, causing her to blush a bit and come inside.

“ Already sweet talking me hmm? Well I can't say I don't like it, so please continue if you must.” she said with a wink as she passed him by, carrying her large bag filled with her two gifts into the living room. Sitting down, she placed the bag on the floor and patted the couch beside her. “Well come on dear, don't be bashful.” she said as he walked over and sat next to her.

“With such a lovely lady beckoning me, how could I not be a bit bashful?” he asked before planting a kiss on her. It didn't take her long to reciprocate and kiss back; the two embracing each other in a hug while they did. He then pulled away slightly and smiled, “ Happy anniversary baby, I love you.”

“Same to you darling, I can't believe it's already been a year. I guess time flies when you're with the sweetest, most handsome man in the world.” she replied before kissing him gently on the cheek.

“I'm not sure about all that, but I definitely got the most gorgeous, generous and fabulous girl in the world.” he said before returning the cheek kiss. “So what's in the bag?” he asked looking down at it.

“You're too modest darling. And that would be your anniversary gifts...would you like to see them now?” she asked, reaching down.

“Oh, no, not yet. I have something special planned for your gift later tonight, so we can reveal them together. You are spending the night, correct?” he inquired, causing her to stop reaching for the bag and hold his hand instead.

“ Of course I am darling, it wouldn't be much of an anniversary if it didn't with us together would it?” she said in a caring but sultry tone, running one finger over his chest.

“Indeed it wouldn't sweetie. It'd be a shame not to end it together.” he said as her returned the gesture, gently rubbing her hip, and grabbing her ass a bit, making her jump slightly. “But for now let's enjoy each others company a bit and grab something too eat shall we?” he as she nodded and got up. The two went into the kitchen where Rarity watched her man cook up an amazing smelling meal. After about forty five minutes, he came over and placed the dish in front of her before sitting down himself. It was a perfectly cooked medium-well done, filet mignon with steamed broccoli and two small vanilla cakes topped with strawberries for desert.

“My, my, quite the chef aren't we?” she teased as she watched him go into the refrigerator and pull out a bottle of wine and two glasses. “Wine too? Seems you covered all bases hmm?” she asked happily with a smile.

“Anything for my lovely princess.” he said as he smiled back and sat down, after pouring both of them some wine. The two then sat, ate and drank; basking in the company of the other, talking about this and that. By the time they looked at the clock it was already eight o'clock in the evening. “Man...time does fly in your company, we've been sitting here for an hour now.” he said with a slight laugh.

“Have we? Oh my, it's unusual for me to lose track of time like that...not that I minded a single second of it.” she grinned back. “That aside, shall we get to the gifts now? After all, we want to make sure we have time for our more...personal time together afterwards don't we?” she asked, her grin wider as she used one foot to rub around his crotch under the table.

He can't help but blush a bit, as his member twitched a bit under her touch. They had had sex multiple times before, but it always got him anxious;even now. “I-indeed we do. Definitely don't wanna miss that.” he said laughing slightly as they both got up.

“Go wait in the bedroom darling, I'll be right there once I get the bag.” she said gleefully before heading into the living as he headed upstairs to the bedroom. It didn't take long before both of them were in his bedroom. Him sitting on the bed and her kneeling down, unzipping the bag beside him. “I'll go first if that's okay with you.” she said looking up.

“Fine with me baby. What do you have in that bag of yours?” he asked looking back down at her curiously.

“Well first...is this lovely boy here!” she said pulling out a crimson red tuxedo with a snow white under shirt. “Made specifically for you, since you we go to a lot of formal places.” she said happily.

“Wow! It absolutely stunning!” he said as he took from her and looked over it.

“I'm glad you believe so dear, but I have one more gift still...here you go.” she said before opening the bag showing the luxurious bed sheets and pillow cases.

He looked down from the tux to see the sheets and smiled widely. “Those look lovely as well baby! And so soft.” he said as he reached down and touched them. He then got a thought in his head, “Hmm, you didn't make these just to break them in tonight did you?” he asked with a slight grin.

“Wha...no! I made them as a comfort to you on nights when you're lonely. Though now that you mention it...mmmm, I wouldn't mind helping you break them in, in a few minutes.” she replied with a grin, as she ran her hand up his inner thigh. “Now let's get them on the bed shall we?” she asked before the two did just that, taking the old ones off, replacing them with the fine new ones.

“They fit and match the room perfectly...but then again, you made them, so I shouldn't be surprised.” he remarked as she smiled at him excitingly.

“I'm glad you enjoy both of my gifts darling, but I must ask; what did you get or make me? The suspense is killing me!” she asked as she placed a hand on her forehead.

“Oh right I almost forgot! Mine is a bit more...personal than clothing or sheets. You know that desire you keep mentioning? The one about the women?” he asked as she sat down next to him on the bed.

“What do you me- oh...that desire. Yes, I know the one and yes I still am curious what it would be like to be with a girl in bed. Why?” she asked curiously as he got up and started stripping his clothes off.

“Good, because I think my gift will help satiate those desires.” he explained, now completely nude. He wasn't overly buff like Bulk Biceps, but he had a lean athletic build and a slightly larger than average manhood.

Rarity blushed deeply seeing her lover nude all of a sudden. “U-uh...umm, you know I simply adore our friend down there darling...but I'm not seeing how this supposed to help. Is there a second girl in here somewhere? I thought we would discuss a threesome before we had one.”

“No, there's not another girl in here...yet.” he replied with a sly grin.

“Yet? I'm sorry darling, but I don't follow you...what are you talking about?” Rarity asked, now quite confused.

“You'll see, but before I help you with your fantasy, I want you to do one of mine, you know the one.” he remarks.

“Let me get this straight, you want me to give you a blowjob and that'll somehow let me experience sex as a lesbian?” she asked as he just nodded. “ Well you have wanted one for a while, and it is our anniversary...come here and sit on the edge of the bed. I still don't get how this is going to make my fantasy come true, but what kind of girlfriend would I be if I didn't give my man something special on today of all days hmm?” she explained as he sat down and spread his legs as she got off the bed and knelt in front of him. Just the pose and anticipation made his member start to twitch and throb as blood started to rush into it. “Oh my...that excited for me to blow you? This is my first time doing this, so don't expect me to be an expert or anything, but this should help.” she explained before taking her top off. Letting him look at the cleavage before reaching back and undoing her bra, letting it fall onto her lap revealing her perky C-cup breasts. Almost instantly his member started pulsing more and more as it began to twitch more and more before slowly starting to stiffen and move up. “See? That got our big boy nice and mmmm ready!” she said eagerly.

“Yeah seeing those lovely tits of yours always does the trICK!” he yelled at the end as suddenly he felt her hand moving up and down his lengthening shaft slowly, coaxing it to reach its full glory. And that it did soon after, “Mmmm, I see your hands are still as soft and gifted as ever.” he remarked looking down at the lovely lady.

“ I'm glad you approve still darling, now let me try this.” she said as she leaned forward a bit. At first she felt a bit awkward trying to find a good way to wrap her mouth around his cock, but soon she had the tip inside and her tongue began to do its work, moving around, massaging the tip as he let out a moan of pleasure. That moan gave her the motivation she needed to go even further, she engulfed about half of his member and began to bob her head up and down getting every little spot she could with her tongue. After about ten minutes she decided to give it all she had and managed to fit his entire member in her mouth, this made him gasp loudly as one of her hands started to massage his balls while she sucked on his hot shaft. If anyone saw her, they would think she was being far from ladylike, but at this moment, she didn't care, she was giving her man the pleasure he'd wanted for months now and she loved it! Soon after, she felt his member tense up and suddenly her mouth and throat were filled with his seed. Much to his and her surprise, she swallowed it as it came out, even licking what little managed to stay on the appendage.

“W-wow...th-that was something else!” he said happily as he was breathing hard and sweating.

“Y-yeah it was...I don't know what came over me darling. But I'll admit it felt quite good.” she said with a blush as she wiped a bit of cum off her lip. “But now it's your turn, how exactly are you going to help me with my fantasy?” she asked.

“With this.” he said as he got off the bed and reached under it, pulling out the device he had been working on.

“Umm, what is it?” she asked, more confused than ever.

“This is a DNA modulator, it can change the second x chromosome into a y one and vis versa...meaning, it can turn me into a woman for our very own lesbian fun!” he said with a wide smile.

“ Excuse me? It can do what? You must understand if that's a bit hard to believe darling.” she said as he handed her the device.

“Be that as it may, trust me. I've spent months on this, I know it'll work. It even has two settings, a rapid change function if you want to get straight to the action or a slow part by part change function if you want to be extra naughty and watch me change bit by bit. All you have to do is choose the function here and then aim at me and press the button. Though if we do the slower option, you will have to type in the body part you want to change.” he explained as he watched her look it over.

“Hmm...if you insist. Fine. As you can tell by the blowjob, I'm feeling extra naughty, so we're going for the slow change.” she said with a grin as she flicked the knob to the step by step function. “So will this allow me to choose the size of your breasts and ass?” she asked.

“Nah, I haven't fine tuned it that much, it'll just change me into a female based on my DNA so all the proportions are unknown to me right now.” he said with a smile.

“Very well dear, I'm sure you'll be lovely all the same!” she remarks before typing in something. “I want to see if this actually works before we do anything big, so lets see that hair of yours change hmm?” she explained as she pressed the button. Almost instantly, he felt and she watched as his hair grew wildly, cascading down his back until it stopped right above his ass. “Oh my! I-it worked!! And look at those gorgeous locks, so long and silky looking!”

“See I told you it would work, I must admit though, having hair this long is a bit itchy...but I'll get used to it.” he said as he took a bit of it into his hands. “Huh, it is softer than my male hair.”

“Speaking of softer...” Rarity trailed off before typing in “skin” on the device and pressing the button again.

“What did you just ty...oh my skin, it looks a bit more tan than yours...but I can definitely feel it getting softer, similar to yours.” he remarked as he rubbed his hands up his leg.

“But of course dear, a proper women MUST have supple skin.” she said with a wink. “Hmm, what to do next though...so many options.” she thinks to herself.

“Uh baby? Is it really that hard to choose what to change next?” he asked, putting his on her shoulder, which ironically gave her the answer she wanted.

“Not anymore it isn't your skin may be soft, but your arms and hands be a bit more of a...slender fit I suppose.” she replied as typed in just that. Once she hit the button, she looked down at the hand on her shoulder, as it quickly shrank down to around her own size. As it did she also noticed his arms thinning out, losing a bit of muscle as they did, along with his shoulders moving inward a bit. Even his nails grew longer, looking like they had just been manicured. “This is even better than I expected, look at those nails darling. Seems you too enjoy manicures, so girly of you.” she said before giggling slightly.

“Very funny sweetie, though they do look quite nice don't they?” he asked as he took his hand off her shoulder to look at them closer.

“They do indeed, perhaps we should halt the changes for now and paint them...just kidding! This is getting sexy.” she exclaimed before typing again. “Now let's get that waist and stomach fixed up!” she said happily as he felt a bit of discomfort as his stomach toned down and his waist buckled in, giving him the nice start of an hourglass figure.

“Oof, I felt that one a bit...it didn't hurt per-say just a bit uncomfortable. How does it look?” he asked, curious of her opinion.

“ It's a decent start darling, but half of an hourglass figure is not the goal is it? Let me fix that.” she said grinning, knowing the rest of changes were going to be the really fun ones. Soon after she finished her sentence, she typed in “hips and ass” into the device.

“Do tel....OH!” he was cut short as a moan escaped his lips as he felt himself rise off the bed a bit as his ass bubbled up becoming firmer and rounder, yet so soft at the same time. “S-so this what you meant.” he remarked as his hips then expanded to match his new ass, growing wider and more feminine, fit for childbirth if the thought ever occurred.

“There we go darling, mmmmm just look at those hips, would you turn around for me a bit darling? I want to see that lovely ass of yours.” she asked, finding herself starting to get horny at the sight of her boyfriend getting closer to womanhood. He nodded and turned around, showing her his new ass. She stared at it a bit, before giving it a slap on the right cheek, causing him to jump a bit, but also making him start to get aroused again. “Getting hard again deary? Seems the girl in you likes getting her plump ass slapped.” she remarked and before he could answer or even turn around, she typed in “legs and feet” and hit the button.

“I guess so, it felt nic...hey!” he said as he fell over a bit due to his legs lengthening , as they did his thighs became thicker as his calves slimmed down and his feet followed how his hands went;shrinking into small, dainty and delicate looking ones while his toenails became slightly longer and pedicured. “G-getting a bit button happy are we?” he asked as he started panting, as the estrogen levels in his body were starting to take over the testosterone. Despite this, his member was rock hard again, much to Rarity's delight.

“Maaaaybe but it's so much fun and oh so sexy! Those pants don't sound quite right though.” she smirked as she typed in “face and neck”. He tried to respond but felt his vocal chords contracting too much to talk as his neck slimmed down. As he felt his adam's apple recede, Rarity watched in glee as his face reshaped. His eyelashes growing longer, his lips getting a bit fuller , the masculine jawline reforming into a feminine curve; even a bit natural blush appearing on his cheeks. “Oh my stars! Passion darling, you make for a simply divine woman!” she exclaimed as she examined his new face.

“Y-you think so? Let me see.” he asked, his voice rising up in octaves as he did; before she handed him a hand mirror out of her purse. “You weren't lying, I'm pretty cute! Not as cute as you, but still if I were single, I'd fuck me.” he replied with a laugh as he put the mirror down to see Rarity smiling at him naughtily.

“That IS the plan darling, but you we still have two changes to attend to before we get to that. These will be the best ones as well! Are you ready to turn fully into a woman dear?” she asked him; to which he nodded yes. “ Excellent, here we go! Let's see how big your “girls” will be.” she said before typing in “chest” and hitting the button.

The change started with his nipples growing more pert and his areolas grew in size before the flesh under them started to swell. “Y-yeah let's see...oh...Oh...OH...OHH!” he said, as with each moan his growing breasts jumped up another size, first petite As, then small Bs, then matching his girlfriend's size at Cs, then Rarity could only watch as her boyfriends breasts became larger than her own, going past Ds into small DD territory before stopping. “Oh god...that...that felt great!” he said, panting even heavier than before. His erection so hard he felt like he could cum any second.

Rarity took a moment to look at his breasts, then to hers, then back again and pouted a bit, “ No fair, how come your boobs are bigger than mine?!”

“I don't know baby, like I said, the proportions were going to be a mystery until we saw them. Besides it just means there's more for you to play with.” he grinned, rubbing them a bit seeing how sensitive they were. Causing him to moan sexily as a little pre cum leaked from his cock.

“True enough...very well, I shall accept it.” Rarity remarked, touching them a bit for herself. “So soft and round, you really are making quite the woman darling...but you're not one yet.” she said looking down at his cock and kissing it on the tip once. “Goodbye for now, we shall see you later.” she said before typing “genitals” in and pressing the button for the last time. This made Passion gasp deeply and start to breath heavily as he came hard, all over her face and chest. “Oh my word...I suppose you have to get rid of all that male seed hmm?” she asked as he nodded as he panted. Both of them watching as the large member began to shrink quickly.

“ God!! This feels so good!! It's making me sooo horny!” he or rather now, she said as it continued to shrink. The tip of it turning red as the hole in the tip closed, it wasn't long before her balls were sucked up inside of her, being re-purposed into ovaries as the left over sack started to part ways as a hole swiftly formed in the middle of it as it formed the lips of her new pussy. Once the new entrance was fully formed, what was once her cock settled in the top, becoming her new clit, signaling the change into womanhood being complete. “ I...mmmm...I think it's over.” he said, visibly lustful now.

“I-I do believe so darling, you're absolutely beautiful! How do you feel?” she asked, not realizing she had one hand down her pants already.

“ I feel...sexy. If that makes any sense...and definitely horny. Same as you it seems hehe.” she laughed looking at Rarity's hand.

“What do you me...oh my, I didn't even realize. But I suppose I don't need these right now anyway.” she said before reaching down and removing her skirt and panties, now completely nude just like Passion. When she looked up, however, Passion was right in front of her and before she could react, had planted a huge kiss on her lips, embracing her in the process. It was pretty much the same as earlier as Rarity embraced back, but somehow it felt entirely different, the softer skin, the extra hair, the plump lips and most of all her boyfriends new, large breasts pressing against hers. The stayed locked in this kiss for a while, both of their hands feeling around the other's body, Rarity's exploring Passion's new ass and feeling around her pussy for the first time. While Passions hands went straight for Rarity's lower back and already wet pussy. It didn't take long before Rarity had to break the kiss, do to gasping as Passion continued to prod her opening.

Passion then took the hand from her lower back and moved it to the back of her neck and looked at her lovingly, “ My my...seems you're ready to take it to the bed hmm?” she asked before doing just that, pushing Rarity onto the bed as the fashionista looked up in lust. Passion had always been the dominant one in bed, despite his shy demeanor in public, but being pushed around by his female version felt even sexier to Rarity, more...exotic if you will.

“I very much am ready, my love. Do what you will to me!” she replied, biting her lip a bit as Passion crawled over her, but stopped at her crotch, before lowering her head and licking at Rarity's wet opening. Rarity let out a load moan as Passion went deeper with her tongue, making Rarity wrap her legs around her. “Ahhh...yesss...more!” Rarity yelled, as Passion's pussy was dripping wet now as well. This continued for a couple minutes before Passion moved up further, kissing Rarity again as the two started grinding against one another, at first it was slightly awkward, but they quickly got used to it. Entangling their legs together as they started scissoring each other. Both of them moaning loudly as their fluids made the act easier.

“S-so how are y-you enjoying your first time as a lesbian?” Passion asked between breaths as he started to pick up the pace and grind harder.

“I-it's...am...amazing darling!” Rarity replied as she embraced the feeling of their pussies and clits rubbing together.

“G-good...what do you say...we finish this?” Passion asked before switching positions, so that her privates were over Rarity's face and Rarity's were under hers.

“The sixty nine po...” before she could finish Passion started vigorously licking again, making her moan yet again. Rarity soon returned the favor however as both them reveled in the taste of their lovers juices. After about ten minutes of licking, lapping and sucking on one another's clits, the two girls came at almost the same time, though Rarity did give in slightly sooner. And the room was filled with two blissful yells.

Passion rolled off of Rarity, onto the bed beside her and moving so their heads were side by side and after a few minutes of breathing heavily she said, “W-well tonight went out with a bang huh?”

Rarity smiled happily and exhausted, replied, “ Oh yes...quite the “bang” darling...I must say this anniversary has been more special than I could've hoped for.” she said before kissing Passion's cheek.

“Glad to hear it baby, we should probably call it a night though.” he suggested and she nodded in agreement before the two of them went to the bathroom to get cleaned up. When they back out and laid in the bed, Passion teased, “I'll be a woman for the next 12 hours, so I hope you don't mind sleeping and waking up next to a woman.”

“Oh trust me darling, you'll get no complaints from me and we got to break the sheets after all. Goodnight my love.” she said before planting a kiss on Passion's forehead.

“Same to you sweetie, I love you too.” Passion said before kissing back and placing an arm over Rarity as the two drifted into sleep.