Royal Measures

by LoreLove

Rating: mature
Tags: Twilight Sparkle, Slice of Life, My Little Pony: Friendship is Magic, Romance, Porn, Fetish, Rarity, Sex
Length: 16771

Becoming an alicorn has changed Twilight in more ways than one. A new mare with new worries. How will she handle such things?

After ascending into an alicorn, Twilight has found herself changed rather starkly compared to her previous self. Worries mount along with hesitation in order to find acceptance. Yet, who could she confide in? Will there be more confirmation of her doubts or something more to blossom forth?

Contains: Futa on female, Exhibitionism

Cover art by: The wickedly awesome T72b

Previously a story written for the Five-Legged Mares art pack, standard edition.

Published 2021-10-22 13:40:01 UTC
Last updated 2021-10-22 13:40:01 UTC

Alicorn Troubles

Twilight Sparkle had barely been able to grasp her position as the Princess of Friendship as quickly as she would have liked. While making lists and setting tasks was a thing she loved, being an important figure in Equestria entailed plenty more. Having taken notes on as much she could, Twilight wasn’t sure that she was the pony right for the job. It just all seemed so overwhelming.

Her transformation into an alicorn had also skewered her outlook on things. It wasn’t as if she didn’t enjoy having wings suddenly but the other parts of her changed anatomy still felt awkward. Having to walk around with a dangling sac between her hind legs took some getting used to. As a precaution, or maybe just out of embarrassment, her striped tail often found itself hugging her backside to hide her new look.

She did notice the lack of her original self from behind during her inauguration and promptly had to ask Princess Celestia for guidance. The poor mare had been worried sick over such changes in herself in so many ways that she wasn’t sure if she was the pony for the position. Thankfully, Celestia seemed more than understanding of the situation and took her aside that day to calmly explain things.

While her body had changed she was still herself. Nothing would change the fact that Twilight Sparkle was still the studious mare the Princess of the Sun had picked one fateful day, years ago. It might take her a bit to adjust to her new form but it should be fine soon enough. There would be certain issues to arise but to not stress out over those and just to take care of things in private. The last statement still confused the lavender pony.

Having access to all of Starswirl’s archives did seem to relieve the newly formed alicorn. Her mind had focused on finding spells of a particular taste one evening. Anything to hide or at least mask her transformation would help at least soothe her more when going out. It wasn’t that she disliked herself but more of that she wanted to be comfortable with everything first.

Even though such events had taken place a few months ago, time didn’t help. Twilight still struggled to adjust. She could remember every detail and word given to her but it didn’t seem to make it any easier. Perhaps things weren’t nearly as cut and dry as she was initially led to believe. Everypony is different. It was just that she felt she was a little too different.

Taking a deep breath, the studious mare closed her eyes and tried letting the stress wash away. She had spent hours in her personal library in the new castle just reading and trying not to go outside. Spike had even noticed her acting more secluded than before but still tried to help. She was grateful to have him and her friends but found it hard to open up much.

“Twilight?” came the muffled voice of her close dragon friend from beyond the closed door. “You still in there?”

“Yes, Spike,” replied the mare, glancing at the latch to make sure it was in place.

“Just came to remind you that you still have an appointment with Rarity at her boutique.” Spike’s voice seemed to lift at the mention of the unicorn’s name.

“Oh, right,” Twilight said, her purple eyes scanning the various notes laid about. “I’ll be sure to be there.”

Her heart almost dropped to her stomach at realizing she would have to head out. The only thing that kept her from refusing to go was her duty as a princess. Maybe she also liked Rarity. Just a bit.

The various parchments lifted and folded, stacking and flipping over. Her magic sifted through each piece as closely as she could to remind herself of any other possible meetings or special attendance that she needed to do. It only took a minute for her to sort everything and find that Rarity was her only meet up for the day.

Even though it was only for a dress, the idea of getting to spend some quality time with a close friend had Twilight feeling a little better about heading out. It wasn’t as if her wings and other features would magically revert but she knew Rarity wouldn’t make a fuss over it. At least, she hoped as much.

If she wanted to make time for them to get the dress done and have a chat then leaving soon would be best. Being punctual wasn’t always easy. Didn’t help with the worries clouding her mind and the fear of being mocked when she only wanted to be treated like any other pony. Nothing would happen if she just sat there and let her stress take over. No visiting friends or having a nice time. Not even being able to relax.

It was settled. Twilight rose up on all fours and nodded to herself. Doing nothing but worry wasn’t getting her anywhere. Perhaps some time with Rarity and fresh air would get her thinking clearly and lift her spirits. Sure, she might still be wary of heading out in general but she could try to hide herself a bit. It wasn’t as if ponies were actively looking for changes on her that weren’t in their faces.

Both wings seemed to stretch out and give an idle flap. She would probably need to speak to Dash about using them properly. Just another thing to jot down in her notes. Almost as if on cue, several papers fluttered around her from the gust she made with her wings. An audible sigh came from the tired pony as she magically grabbed each sheet then set them aside once more before placing a book over them.

Her mane had a slight frazzle to it, she could tell. No need for a mirror when one could almost feel the unkempt nature of their mane. She moved over to the door and unlatched it before poking her head into the hall.

Spike was gone and possibly had gone to help himself to something in the kitchen. Even though they lived together, Twilight had taken to keeping her secret from him as best as possible. No need to bring her emotional baggage on the dragon. Whether or not he knew or even suspecting anything was unknown to the winged unicorn.

Quickly, Twilight galloped from the library and down the hall. It was best to keep from using too much magic as teleporting often would wear the poor mare out. She had been lucky to memorize most of the layout in her castle, finding the quickest routes to what she needed. In doing so, she reached her room soon enough and kicked the door closed.

Trotting to the bathroom and standing before the mirror, a brush floated up and began working through her mane. A few tough spots snagged the bristles but were worked out as she made sure to get everything looking just right. Turning around to start her tail made her pause briefly as her eyes studied her anatomy in the mirror.

She hadn’t been too sure on swapped genitalia but couldn’t exactly change it back permanently either. There was no trick of being a stallion nor some false claim she was a mare. Indeed, Twilight Sparkle still retained her own self and was still a mare. It just so happened she had a bit extra than others.

Shaking her head, the brush began to move once more. Long and gentle strokes down her tail smoothed out any curling hairs while she tried not staring too long in the mirror. As uncomfortable as it was to see such a change there also seemed to be an odd feeling deep within her. Something that she couldn’t quite place but brought her new loins to draw her attention.

“I’m just overthinking things,” the purple pony muttered to herself and continued to brush.

Soon, the mare had finished her tail to look just as silky as her mane, giving it a playful flick to test for any knots. Everything looked to be in order. Setting the brush aside, she nearly began to head to the bedroom door before halting. She was going to be out in public.

Biting her bottom lip, Twilight thought about the fact before looking around the room. Dressing up would just draw more attention to her. Running through Ponyville wouldn’t be a good idea either. Then she saw it. Her saddlebags.

Levitating the bags over to her, she set the strap over her back and let the satchels hang freely at her sides. Moving over to get a proper look in the mirror showed that her idea worked as well as she had hoped. Both of the bags obscured the view from the sides. She would just have to keep her tail a bit close and it should keep her hidden from any wandering eyes.

The plan was set. All that was left was to put it into motion. Twilight stared at the bedroom door almost as if expecting to be transported instantly. A quick teleport could bring her to Rarity’s place much faster but then she would be avoiding her own worries more. At least going out could have her get a little used to being seen more often.

With a defeated sigh and a few steady breaths, the alicorn marched herself forward and opened the door. She didn’t wish to keep her friend waiting. Perhaps she was making too much of a big deal over everything. After all, she did take measures to at least feel more comfortable in going out. Slowly but surely, Twilight left her room and began to head out of the castle on her small trek to the boutique.

•••••

The boutique itself stood as magnificent as ever. Large windows adorning the outside with displays of various, beautiful outfits. Many of the dresses looked seasonal which seemed appropriate to keep a constant change for the shop. No sense in sticking with one thing when nopony needs it most of the year.

Twilight could hardly believe she made it. Having to go through the town with so many other ponies around her almost made her anxiety shoot through the roof. Yet, not a soul seemed to notice the more intimate change of her body. Her wings were given light praise as not to keep her time and small greetings had been exchanged but nothing more. She had actually done it.

Feeling a small sense of pride in herself, the lavender mare took a minute to calm her nerves. As truly uneventful as her walk was, she still seemed a little rattled from the ordeal. Somehow, just mentally telling herself she had done well helped. One step at a time.

Letting out a relaxed exhale, the winged unicorn raised a hoof and rapped at the door lightly. Her wings tucked neatly against her beneath her saddlebags while she craned her neck to check herself over. She had been wary of giving a look at her own body in public and had to keep walking. Nothing seemed to be showing, at least that she could tell.

The door opened with the familiar jingle of the bell from inside that Twilight had grown to know over the years. It rang out and reminded her just exactly how silly it was to knock on a shop door. She must have been a bit more scattered in her mind than she initially thought.

“Twilight?” came the soft voice of her closer friend. “Come in, dear! My shop is open to all.”

Doing so, the purple pony stepped inside as she looked at all the fancy fabrics and more. Her eyes darted from one object to another, trying to focus on other things than herself as her backside nudged the door closed. The sound of the wooden frame keeping the door in place signaled to Twilight she was free to roam about.

“Sorry,” Twilight mentioned while trotting through the area and letting the sights keep her attention. “I just wasn’t sure if you were closed or not yet. I know I’m probably a bit late.”

“Oh, please,” Rarity called from the other end of the building. “You’re always more than welcome to visit even after hours.”

The mention of being able to see the unicorn more made Twilight’s stomach fill a bit with butterflies. As for why, she had a guess but never expanded upon it more than pure speculation of herself. She did like seeing her friends a good deal but Rarity’s generosity always warmed her heart.

“Thank you,” Twilight said and moved deeper into the shop. “I know you wanted to make a dress for me but if you’re really busy-”

“Don’t even finish that sentence,” the unicorn said lightly as she slipped out from behind a curtain. “Busy or not, I won’t stand to have you not dressed as the princess that you are for special occasions!”

The two giggles lightly, Twilight feeling herself becoming a bit relaxed. There would be no talking down the seamstress once her mind was made up. Plenty have tried. Instead, the alicorn resigned herself to nodding in agreement with a smile as the two closed the distance for a proper greeting.

Rarity, wanting to express their close friendship, leaned in and lightly brushed her cheek to Twilight’s. The audible sound of a kiss was heard before she swapped to the other side and repeated the gesture. It always made Twilight blush under her coat. It may not have been marefriend close but she did toy with the idea a little and reciprocated just as quickly.

“I’m happy you want to do so much for me, Rarity. I just don’t want to become a burden if your store is a little booked,” the purple pony explained, trying to keep her violet eyes from meeting her friend’s sapphire ones.

“Well, even if that were the case, you’re my dearest friend. It would be an honor to make a splendid dress for a princess,” the unicorn said, bowing lightly.

While the bow was a form of respect, Twilight still couldn’t get used to it. The fact her friend was doing so bothered her a bit as well. Her hoof reached out as she lightly ushered the white pony to stand.

“No, please! It’s okay! I would just like to be the Twilight you’ve always known. Your friend,” mentioned the studious mare. Her smile faltered for a moment.

“Oh, of course!” Rarity exclaimed and stood upright before wrapping her forelegs around the alicorn, hugging softly. “I hope I didn’t offend!”

“No, no. It’s alright,” Twilight assured her and hugged back while restraining from giving just the lightest of nuzzles. “I just don’t want my title to bring any changes between us.”

“I understand,” the seamstress stated before giving a light squeeze and tender nuzzle to the purple cheek against her. “I’m happy you don’t hold yourself above your friends, dear.”

“There would be no way I could. You all mean a lot to me,” said the humble princess as she let go. “I’d much rather go back to the way I was before if I could.”

Rarity drew back when released but kept a puzzled look about her face. Her head tilted ever so slightly as she studied her friend’s expression. The idea of being royalty had always seemed that of a distant dream for the unicorn, so having a close friend in such a position confused her. Why anypony would not enjoy being a princess seemed a little lost on the unicorn.

“What? But why? You have your own castle and can sit with Celestia and the others!” Rarity said before her eyes shifted slightly. “Is it your body?”

The question brought a quick reaction from the purple mare as her eyes widened while she felt her ears pin back. She had done as much as she could to hide herself but it seemed that it must not have been enough. That heart felt weak as she tried thinking of something to draw any and all attention away from herself.

“Your wings,” the unicorn said simply and nodded to them. “Do you feel they’re too unbecoming or hard to work with?”

Twilight glanced back to herself then to her friend. Relief washed over her like hot water as her body visibly relaxed. Muscles seemed to lessen the tension while she breathed once more.

“Oh!” Twilight replied and smiled a little. “Uh, yeah. I’ve… gone through some changes I’m not sure I’m happy with is all.”

While not being too direct about the issue, it did feel good to get the worry off her chest. Rarity always seemed to have a knack at helping her feel more at ease. It just became easier to talk to her the more time that was spent around the boutique owner.

“Well, they look absolutely lovely,” Rarity assured her and smiled warmly. “I’m sure you’ll get used to them in no time! Truth be told, you do make mares a little jealous with how you pull off your natural beauty as it is.”

Quite the compliment from a mare that Twilight found far more beautiful than anypony else. It also seemed to bring about that blush across her muzzle once more. Somehow, Rarity always made her react in such ways. It was always nice to be around her.

“Thanks,” Twilight said, almost sheepishly. Her smile stayed as her eyes found it hard to stay on the mare with the curled, violet mane.

“Come, come!” Rarity said suddenly and motioned her head behind her. “We have plenty to do if we’re to get you a properly fitted dress.”

Hesitation overcame the alicorn for a moment as she realized exactly what that would mean. Measurements would need to be taken all over her. Worry seeped itself back into her mind as she tried to think of any excuse to either delay or stop the whole scene.

Slowly, her hooves moved forward as her friend turned and slipped past the curtain once more. There would be no need to hurt her feelings in declaring a dress wasn’t needed. The unicorn loved to make specialty dressed for others. Twilight couldn’t stand the idea of possibly hurting her.

“Just step onto the stand and I’ll get my measuring tape,” Rarity said lightly while walking around the small area.

The mirrors around the platform showed every angle. Every beat of the purple pony’s heart felt as if it could be heard from anywhere. She didn’t know what to do and seconds were ticking away. What could she even do? She couldn’t hide from her friend nor tell her to drop the idea.

A slight touch made her jump as she looked behind. Her saddlebags were attempting to levitate off her body before she reached a hoof back and pinned one side to her. Panic was not something she ever worked well with.

“Twilight? Is something wrong?” the seamstress asked, her head tilted light as her horn continued to glow. “We’ll need to remove the bags so the dress is a proper fit.”

“R-Rarity…,” Twilight started before letting out a sigh, lowering her ears.

She knew there would eventually be no hiding it. In fact, she was surprised she had been able to seclude herself so long without even Spike noticing. It didn’t change the fact that her friend merely wanted to do something nice for her and she was worrying about herself instead. The thought pained her but her hoof eventually let go as the satchels lifted and were set aside.

“I’m not… I’m different. Kind of,” the panicked mare eventually said. “This is really hard to say.”

“Oh, come now. You’re still the Twilight I know and my closest friend,” the white mare said, her smile genuine and pure.

“It’s not like that,” said the alicorn, her eyes unable to meet her friend’s. “It’s… a physical thing.”

The statement felt awkward to say but it couldn’t compare to when she noticed Rarity’s inquisitive look. Blurting out that she had an extra appendage would just make the entire conversation strange. She also didn’t feel comfortable in mentioning it directly.

“Your wings? I’ve worked with pegasi before, you know that,” the seamstress addressed while stepping forward a bit.

“No, not that,” Twilight said but seemed utterly incapable of properly communicating the issue. “Just… please don’t freak out when you measure.”

It may not have been the best move but her words refused to articulate her problem. At least she could let her closest friend know in some manner, despite the slight confusion on Rarity’s face from the statement. Maybe it would bring her a bit of relief. She was also afraid it might strain the relationship already in place. Instead of trying to force herself to make a statement, the winged unicorn stepped up and onto the small platform.

“I’m sure that it’ll be fine,” said the marshmallow colored mare in a soothing voice. “Just relax for me and I’ll be out of your mane quickly.”

A pair of glasses moved in from out of view, floating over to the seamstress and setting their red frames onto her snout. Next came the measuring tape, flimsy and barely coiled as Twilight would have preferred. Some parchment along with a quill moved nearby with the help of the aqua blue magic the unicorn used, ready to take notes as she stepped forward and smiled warmly.

The marked tape stretched and pulled, going to taut against the alicorn’s forelegs. A light scribble onto the paper and then measurements began around various points of her leg. Light humming came from the unicorn as she continued to work, meeting Twilight’s eyes several times and smiling wide each moment. It did help the purple mare relax a little.

Slowly, numbers were written down as the tape slithered and wrapped around Twilight’s body like a magical snake. It coiled around legs and her waist, holding steady while more notes were etched onto the parchment floating around. Somehow, it almost felt a bit soothing to be carefully checked so thoroughly. Almost as if her friend were studying her beyond the idea of a dress.

An idea like that had some rather odd effect. The more prominent being the fluttering in her stomach. Of course, she never denied the feelings she had towards Rarity to herself but had also never told the unicorn about them either. Thinking of her friend admiring her only set those butterflies in her stomach loose. It also appeared to be making her newly adorned loins stir in a manner she wasn’t familiar with.

As the gentle seamstress moved down Twilight’s body, the alicorn’s muscles tensed. Some more numbers taken as her wings were gently stretched and the artificial snake wound itself around her again. Slow and steady breaths were hard to come by as she could hear herself swallowing the air in her nervousness. Then she felt her tail lift lightly and the tape drag up a hind leg.

“Oh!” came the voice from behind her.

The surprised noise made Twilight fold her ears back as she tried her best not to look in the mirrors next to her. It was clear what had caused the humming the stop and the verbal shock. She now had herself out in the open. As for what came next was anypony’s guess.

“Mm, I see,” Rarity said lightly, though hardly sounding disgusted or even confused.

No other words seemed to be uttered as the gentle tune picked back up while the unicorn continued her work. Professional behavior to mask other intentions? Twilight had no idea. The strange silence beyond the hum only made the situation feel more out of place.

Eventually, the tape was removed and set aside while the notes and quill were put onto a nearby stand. Twilight’s friend walked around in front to get a better look over the violet mare before nodding slowly and smiling. Her beauty always astonished the alicorn in every way, losing herself in just admiring the unicorn so easily.

“Well,” Rarity said, breaking the silence and standing upright. “I think I have the perfect dress in mind for you!”

Her voice was cheerful and lacked no trace of forced emotion. Twilight looked over her friend closely, unsure why there hadn’t been a huge fuss over her unique body. Had there been no notice? Was the surprised noise something else?

“Oh? Thank you very much, Rarity,” Twilight said slowly, risking herself to glance into the mirrors and at her own body. “Were there… any problems?”

“Problems?” the unicorn repeated back before her cheeks seemed to redden. “None at all. I got all the measurements I needed.”

The answer confused Twilight a bit as she had been sure her friend would have seen her more intimate area. Was she downplaying it for her sake? Did she somehow actually overlook it? The questions only served to have the purple mare finally give in and look to the mirrors.

Though not quite hidden, her privates were exposed in the small area. The focus on them was only due to the alicorn’s own mind. To the outside view, it was possible nopony would give much of a second glance.

“Twilight,” said the seamstress in a gentle tone, “I can tell you’ve been having your own hardships upon becoming a princess. It’s okay.”

Being confronted with the fact without a statement to the direct issue put the worried mare in bind. On one hoof, she wanted to thank her friend for trying to help her feel better. On the other hoof, her stress had made her worry over her body immensely and even lose some sleep over it.

“’Okay’? How can this possibly be okay?” Twilight said, her voice wavering as her emotions rose.

“Because, dear,” Rarity said and stepped up to the platform. “I know that no matter how much your body might change that you’ll always be the wonderful Twilight Sparkle since we first met.”

Their eyes locked onto each other, the welling tears in the violet spheres on the verge of dampening the coat below. Words didn’t need to be exchanged to let the studious mare know her friend meant those words. She would still be Twilight in Rarity’s eyes no matter what. It felt so strange to her to be accepted by her closest friend while she didn’t even accept herself.

Slowly and softly, Rarity’s forelegs lifted and moved around the winged unicorn’s neck. The hug was warmer than any other, working to melt that fragile heart and attempt to wash away the worries plaguing Twilight’s thoughts. Nothing could compare to the comfort felt right then and understanding she meant just as much to the unicorn as they did to her.

Twilight hugged back tightly, almost burying her muzzle into such a delicate neck. Her eyes closed and the tears fell freely while she held onto the mare. While the damp trails in her coat were visible, her relief to confide in somepony was something she felt deep within. It was as if shackles had been broken and she could finally feel as if things would be okay.

A light sniffle came from the alicorn while she still held Rarity close and nuzzled a bit into her neck then mane. She couldn’t help but notice the light perfume donning the mare that complimented the softer and more natural aroma buried in that mane and coat. It was something she had never taken note of before, though whether it was because she never held her as close before or some other reason seemed plausible as to why. Twilight felt like she could just get lost in it.

“Are you going to be okay?” Rarity asked, almost whispering into the alicorn’s ear.

“I-I will,” Twilight replied while her ear gave a light flick from the warm breath. “Thank you. You have no idea how much I needed to hear that from somepony special.”

“Special?” the unicorn inquired though she didn’t pull away. “Well, I am quite the dressmaker.”

The two gave a light laugh, one that mended the soul, and slowly parted. As if the point hadn’t been brought out between them enough, Rarity leaned back in quickly for a tender nuzzle of her cheek to her friend’s. The sweet gesture brought a rosy tone to both of their muzzles before finally pulling away more.

“If you like, we can hold off on trying on anything,” the seamstress said, her blush having a hard time fading.

“Oh, um,” Twilight stammered, looking back into the mirrors at herself.

While still not completely fine with herself, she knew that nothing could change who she was. The alicorn would still be herself through and through. A book lover and worry wart but also a pony who just loved her friends. One in particular that seemed to understand her more than herself. Perhaps it could be the start of something better and being able to be happy with things.

“I… I’d like to try some things on,” the violet mare eventually answered with a slow smile. “Where do we start?”

“Oh, splendid!” Rarity exclaimed, her curled mane giving a slight bounce in her sudden upright stand. “We should try fitting you for comfort and accents beneath the dress too.”

Twilight knew very little of how fabrics mixed or pretty much anything in even making them. Instead, she simply gave a small nod to let her friend find anything that might work. They were even behind closed curtains so it felt easier to just work on being herself. After all, she couldn’t dream of anypony else to lend her trust to.

With a quick mention of returning, the marshmallow colored mare went out and kept the curtains drawn. It was silent for a bit, being left in the room with not much to look at other than the same alicorn in the mirror staring back. Twilight took a few, slow and careful breaths while smiling at the fact she could rest a little easier. A hoof raised and wiped at the damp streaks along her cheeks before letting out one more sniff and trying to compose herself better.

It didn’t take long for the return of her friend accompanied by a stack of folded fabrics varying in color and type. Some looked as though there was hardly much to them while others almost seemed like entire outfits themselves. Instead of asking questions right away, Twilight merely watched as a few items were set aside and others studied very carefully by the unicorn. The glance back to the violet colored pony was one of more studying before finally floating some clothing over.

“Here we go,” Rarity said and nodded. “I think these should fit you nicely. I have more for you to try on as well, only if you like.”

“Okay,” Twilight said while using her magic to bring the articles of clothing closer and unfold them.

One item looked to be a sweatshirt of sorts. Nothing exactly outstanding but upon shrugging it on, it did look rather nice. It could have been a small blanket and she might have even liked it more. Most of the other clothes didn’t quite get the same reaction but felt nice to try on. Most of them seemed almost like a perfect fit. She couldn’t deny Rarity’s knack for selecting things so well.

Nothing seemed out of the ordinary as clothing items were donned and dismissed coupled with small comments from the unicorn. A lot of them were on how she pulled off the look well or even how lovely she appeared in certain colors. All of which kept Twilight smiling and blushing. She felt happy to be praised for looking good even if she hardly did anything to achieve it.

Soon enough, the pile grew smaller and more revealing pieces came up. While ponies hardly wore clothes in the first place, something about a piece of fabric made to draw in the eye in a more alluring way had the alicorn a little unsure. The design of the lace did look pretty but was there much reason to try on lingerie?

“Rarity? You think I should really try this on?” Twilight asked, holding up a white stocking in confusion.

“You don’t have to,” came the reply while Rarity sat and smiled. “I just thought it might look good on you. You have a wonderful figure and it might accentuate your features more.”

The compliment made Twilight look away, almost a bit embarrassed at it. It took a good minute or two for her to finally decide on whether or not to slip into the thin clothing. It wasn’t easy to choose but if Rarity thought it might look good then it was at least worth a try.

Slowly, Twilight found herself carefully moving the fabric against her as she attempted to dress herself in bedroom wear. Satin and lace caressed her body wonderfully. The fact it was all white had her mind imagining it all being Rarity herself sliding against her. Butterflies were once again swirling in her stomach.

Every inch of the stockings being pulled up made her wings unconsciously lift. The lace that decorated the top was a lovely design and left Twilight wondering, albeit briefly, how it was made. It appeared as though the lingerie ensemble came complete with a pair of matching panties and a garter belt, which left her more confused in the moment. A second pair of stockings for her forelegs also were given notice.

“H-how do I…?” Twilight tried to ask though not even sure what she should be asking. To wear clothes one just puts them on. Yet the fancy belt left her unsure if it even was one.

“May I?” Rarity asked and gave a nod to the floating lace.

“Please? I don’t really know how this works,” the lavender colored mare said while nervously laughing.

Stepping up, the unicorn gently moved behind and stayed quiet. Twilight knew where the attention was but her uneasy feeling gave way to something else. Whether it was the fact her friend she had confided in were the one back there or just that there was focus on her body while more relaxed, the alicorn could feel a stirring in her new loins. It wasn’t as if it were an entirely new feeling but it did seem like it with her extra equipment.

Not trying to be rude, she let the seamstress slip the lace around her while the small clasps dangled below, much like her pouch. The two plums inside gave visible lifts as she tried to remain calm and not cause a scene. She trusted her friend that nothing about her new look would be mentioned outside of the boutique walls. Somehow, she could feel that tingling below growing more by the second despite how much trust she placed into Rarity.

A realization crossed her mind that made her tense up. What if it wasn’t an uneasy feeling she was having but something more close? The inner sensation only seemed to grow at the idea, almost as if confirming it to be true. Was she somehow getting aroused by having Rarity so close to her back there?

The straps of the lacy belt stretched lightly and broke her thoughts instantly. A quick look back showed the unicorn almost focused entirely on her backside. Then came the very gentle pull on her stocking and those sapphires eyes moved to the next leg. She was merely clamping the ends to hold the satin leggings up.

Even though a wave of relief had washed over the alicorn she couldn’t help but feel a little strange. Disappointment? Neglect? Whatever the odd feeling was it didn’t have time to settle.

A brush of that purple mane against her side sent the winged unicorn’s coat on end. Her eyes widened as she watched Rarity duck down and look up under her. Even though she couldn’t see it herself, she could feel her sheath swelling right in front of her friend. Why did it have to act so weird now?

It felt so surreal to understand a sensation but have it react differently with her body. Twilight knew there would be no hiding it and did her best to have her mind run through various notes. An attempt to breathe in order to calm herself failed miserably as she continued to have that soft mane rubbing under her for a bit. She could only hope that Rarity would understand.

Just as soon as the other side of one leg had managed to finish with the small clamps, that mane shifted more. A slight tilt of it let her know where those beautiful eyes would be staring or close to it. The smallest tug here or there had Twilight hoping to be done with the help but also wanting to enjoy it more. Perhaps a bit of some other kind help would have been welcomed.

Realizing her thought, the alicorn tried shaking her head to clear it. She might just have to start documenting her body to understand it better. Maybe it would even help her learn to not be nearly ashamed of it. Still, the lewd thought didn’t leave as it only sank those talons in deeper.

“There we go,” said the unicorn, almost crawling out from under Twilight. “All set up and looking perfect.”

Another slow breath was exhaled and just as shaky as Twilight looked into the mirror to see the work done. It did look very exquisite and quite luxurious for such attire. The lace and satin went well together and the white coloring helped to really flow with her own purple coat. Thought, something else caught her eye as well.

Rarity, while done with helping fasten the garter belt, still kept her eyes low. Even behind the red frames of her glasses, Twilight could see where she was looking. No look of disgust or uneasiness was worn as an expression. Instead, it looked to be as though the seamstress was in admiration of what she saw. One could easily feign ignorance and think she was admiring her work but Twilight knew.

Their eyes met, though not directly. The mirror let them notice one another and link together despite facing away. It also did little to hide the growing embarrassment that worked its way onto Rarity’s face as her ears lowered while her cheeks developed that rosy tint the alicorn was getting accommodated to more and more.

“I’m sorry,” Twilight blurted out, knowing her own cheeks reflected the same expression back.

“No, no, dear. I should be the one to apologize,” Rarity said and cleared her throat. “A lady shouldn’t stare. I just…”

The trail off from her statement almost answered itself as her eyes darted down then back up quickly before the unicorn sighed and turned her entire body to face her friend. Upon a closer look, the purple curls of the tail behind Rarity swayed while the two stood in silence a moment longer. Neither one knew what to say but they also didn’t wish to leave things be.

Twilight felt herself swelling more below. She had read about what stallions go through but never thought of it more than just a study material. Actually experiencing the act of becoming aroused with a sheath and pair of foal producing balls brought things to a new light. It was almost exciting to feel the air touch her naked flesh below while she slipped free of the lavender holster.

Firming up right next to her dear friend somehow urged her body on. She knew what was taking place but also understood just how indecent it was. As for why Rarity hadn’t told her to walk it off or take care of things while stepping out only brought up the thought that maybe the snow white mare had deeper feelings as well. It made Twilight bite her lip as she flashed a smile, though a very awkward one.

Rarity gave a sweet curl of her muzzle back while one of her forelegs rubbed at the other. Her head purposely turned more to keep her eyes from trying to sneak peeks behind her glasses, obviously having some curiosity about things going on. It would have been quite the dull story if Twilight tried to write such a thing herself, she must admit. Two mares who knew nothing of what to do with an erection growing between them did seem strange.

“You sure you don’t think it’s… gross?” the alicorn asked, fidgeting some in place. Every movement seemed to make her feel the swaying length below as it firmed up.

“What?” Rarity asked, having been lost in her own world for a split second before shaking her head. “Oh, heavens no! You’re not gross in the slightest, Twilight. Why would you ever assume I would think that?”

“I mean,” Twilight tried to start though having no real explanation herself. “Well, look at it.” The words left her muzzle before she could really take in what was being said.

The open invitation left a lot of dead air between them. One seemed shocked at herself for suggesting such a thing after finding her own body hideous in a way. It appeared the other mare looked surprised she had been given quite the brazen acceptance to do what she had been trying not to.

Slowly, almost painfully so, Rarity turned her head while giving plenty of time for her friend to take back the announcement. No yell or movement away indicated that she should stop. It was almost as if she were getting to see a gift on Hearth’s Warming as her eyes lit up when she finally saw how endowed her sweet friend was.

“S-see?” the winged mare stuttered as she felt those eyes along her most intimate area. “Isn’t it… gross on a mare?”

“Twilight,” Rarity said gently then rephrased her statement. “Darling… You’re far from ‘gross’ or ‘disgusting’ or any other word that adorably smart mind of yours comes up with.”

That single phrase always made Twilight melt a little. Being called such an endearing term was something that she enjoyed from her friend immensely. It may have been a casual happenstance the first few times but it grew on her fast. Something about it held so much love and tenderness in how it was spoken that she felt nothing could compare.

“Are you sure?” the alicorn asked though she knew the answer. Rhetoric as it was, just hearing confirmation helped keep her own doubts from harassing her mind.

“Of course I’m sure,” the unicorn said and smiled. “I may not be Applejack but I do know not to lie about such topics.”

Another glance down at the phallus from Rarity made Twilight look away for a moment. It was all so new and strange to her but she did like that her friend had no issues with her body. In fact, it almost seemed like her dress making friend was infatuated with her member. Why the focus on her engorged rod aroused her more only put more questions in the lavender pony’s head.

It came as more of a surprise when she felt the presence of a warm body only to turn and see Rarity moving closer. The gaze her body kept receiving was something special. Twilight hardly knew if the seamstress looked at anything else in such fascination. A twitch of that erect pole made those sapphire eyes widen just slightly and her muzzle scrunch in a poor attempt to hide her want.

Had neither of them really been around stallions much? Surely, Rarity had been on dates before. The bubbling confusion mixing with lust only made the studious pony fluster mentally.

“May I…?” the unicorn asked while glancing to Twilight and leaning down a little.

The entire moment seemed to be moving too fast for the purple mare, her length unable to control itself and trying to even take over her thoughts. No words could be summoned properly enough to answer so the silent nod was all that was given. She trusted Rarity to not hurt her and had not been shamed in the slightest. A closer inspection wouldn’t be an issue, right?

Just as the thought had entered her mind, Twilight felt something entirely new. Her entire body stiffened as she gasped and tried to calm herself. While the feeling didn’t flee, she did manage to locate the source instantly. Her thick length had a rather shocking sensation run along it.

Looking to the mirror showed Rarity still where she had been standing prior yet seemed to be leaning down a bit more. Her head wasn’t underneath the alicorn but a foreleg sure was. The soft hoof had caressed down along the underside of the girth before gently running back up along it. It was somehow amplified by the knowledge her friend was the one doing such a thing and making her almost squirm.

Twilight had given permission but she didn’t exactly understand to what extent. Since Rarity had not finished her statement, the only idea that the winged unicorn had was simply to look closer at her loins. Even though no confirmation had been told to touch, she couldn’t deny it felt rather nice. Good, in fact.

Her hind legs gave a small shake as she stood as still as possible, not ushering the hoof away and just allowing the exploration of her warm appendage. She didn’t dislike the feeling at all but it did surprise her at how forward such actions had been. The hoof had made her twitch a bit more as she let out another light gasp, letting her eyes lid in the moment.

“Does it hurt?” Rarity asked while glancing up. Her foreleg didn’t move away but did stop for a second.

“No,” Twilight answered quickly before biting her bottom lip. “It… It’s different. I… I don’t know…”

There was no mistaking the breathy pauses in her statement. She wanted to say it felt good but still seemed unsure of if it was the proper answer. Having new parts replace what she had been used to took some adjusting beyond just looks apparently.

“Would you be opposed to more?” the unicorn asked, squirming a little in place.

The question lingered a bit more in Twilight’s head before she finally shook it from side to side. She wouldn’t mind. A small nod after gave the non-verbal acceptance to let her friend continue. It was a little exciting but almost scary to feel things the way she was.

Watching in the mirror, the alicorn saw her friend lean in more to continue rubbing lightly up and down her stiff rod. The action sent tingling sparks up her back as the motion picked up slightly. Her heavy pouch lifted and hugged against her before easing back, creating a thick bead of clear liquid on the end of her new shaft. It hardly stayed longer than a second or two before the dainty hoof of her friend swiped over it and began to spread the substance around the naked shaft.

Twilight groaned, unable to fight the pleasure that had begun to build up within her. The feminine voice seemingly called out for more despite the lack of any true words. Rarity’s motions reciprocated the call, moving around as if to lather up the fleshy and hardened length. Each touch felt more like magic and less like an unsure want.

Then something brand new entered that realm for the violet colored mare. A warm and wet feeling. Something snug slid over the end of her stiffness, almost as if some form of suction were trying to get it in. The tickling of that mane from earlier came again but it seemed directly below her compared to last time. It didn’t take her long to check the reflection and see exactly what was going on.

Rarity had taken the liberty to include herself a bit more with the experimenting. Her head had made its way entirely under the lavender mare with that muzzle wrapped snugly around the flat end of the cock. Warmth and saliva mixed with the pre-cum oozing at the tip while her head twisted carefully one way then the other as she suckled upon her friend in her own lust. The taste was a bit strong but one she found herself enjoying fully as her head began a gentle bobbing motion.

“Oh, Rarity…,” the alicorn said in a heated breath.

Each bit of the sensation had Twilight’s coat along her spine on end. The wet slurps made were something she never expected to hear in her life but clearly made her love the way it complimented the actions. Her hips shuddered as she felt the movement along her shaft, panting and giving slight bucks to the maw she was inside of. It seemed so strange to feel pleasure in a way she never had before but knew what it was.

It didn’t take long for her first ever orgasm with her new loins to begin brewing. Her hind legs nearly buckled at trying to stay upright during the work done to her in the backroom of the boutique. The thought of hearing that front door jingling the bell halted the progress on her body as she panted heavier and thought more on the subject. It could have been just her in the moment but it did come off as exciting to be receiving oral pleasure as anypony could just walk in at any second.

Those full spheres of newly acquired seed hugged repeatedly against the purple body they were attached to. Twilight’s panting increased as did the tempo of the bobbing. It seemed as though Rarity could feel the approaching climax with the beginning of that flaring head in her muzzle. Things were going fast for the alicorn. Too fast.

Sadly, the pleasure turned to panic as she realized what was about to happen. It wasn’t as if she didn’t really enjoy it, just that her scared nature of her body possibly doing something strange worried her. That worry had her back up quickly while her weak legs did their best to pull free from the warmth she had been lodged in.

“Stop,” she said quietly, shuddering. “Rarity, stop. Please!”

Her ears pinned back as she finally popped free of the eager muzzle on her shaft, audible noise and all. The dripping lust and saliva coating her slick tool drizzled onto the platform while she panted and tried calming herself down. No orgasm had hit and she was left with a yearning that her still erect length seemed to crave.

“What’s wrong? Did I hurt you?” Rarity asked quickly, a hoof coming up from between her hind legs. “Twilight, I’m so sorry!”

“No, no,” the winged pony answered, breathing slowly to try and think. “You didn’t hurt me. I… I appreciate it, honestly. I just got scared.”

“Scared?” the unicorn repeated, her own breaths seeming to settle some as she brought over a cloth to clean her hooves. “What for?”

“I don’t know, I wasn’t sure if my body was going to react normally,” said Twilight sheepishly. The blush on her cheeks indicated she had known about her own self-pleasure before.

“I should apologize for getting a little… heated in the moment,” Rarity told her while smiling and levitating the cloth to wipe her muzzle. “That wasn’t very kind of me to just, well, take control of the situation.”

The wilting member looked to be giving up its attempt at calling for attention. Twilight took note and sat down while closing her eyes. Everything that led up to that point was entirely her doing. She could have said no to the closer looks or to even come to the boutique at all. So, why was she there?

“This whole princess thing has just been so much for me to take in,” the violet mare said in a low tone. “I don’t know if I’m cut out for it. My body has changed so much too. It’s a wonder that-”

“It’s a wonder that you’re still the best mare I’ve ever met,” Rarity interrupted and sat next to her. “You may have hardships but we all do. That doesn’t mean you should give up or be afraid all the time though.”

“Why do you say that?” Twilight asked as she stared at the floor.

“Because, dear,” the unicorn said, lightly lifting a hoof to raise that purple muzzle up to face her. “You have your friends who will fully support you every step of the way.”

It was a little embarrassing to be taught such a lesson despite being the Princess of Friendship yet they were words she needed to hear. Telling herself only went so far but having her friends say they’re with her meant so much more. She did feel a bit guilty to cut their promiscuous behavior short but it didn’t look as if Rarity was upset over it. Her care over her friend looked to outweigh the personal satisfaction.

“Well, I’m sorry I kind of ruined our fun still,” the purple pony verbally stated. A foreleg rubbed at the other in her stockings while she thought of the experience.

“Oh, please,” said the white unicorn casually, “I may have been in the moment but your feelings matter more.”

A small nod seemed to be shared between them as if agreeing with each other while silence fell over them. It was quite the awkward stopping point after having messed up the whole intimate moment. At least things had yet to move ahead without both of their consent. Twilight even noticed the pair of satin panties still laying on the floor that she never got to trying on. Perhaps it was for the best at the time.

“I don’t wish to see you upset, Twilight,” Rarity mentioned and lowered her ears. “Would you like to go get a bite to eat real quick? We could calm down a little by getting out of this stuffy room.”

The idea sounded wonderful but also frightening to the alicorn. She wanted to hang out and spend time with her friends like she used to. It was just the fear of being shunned or more by the public that made her wary. Knowing that Rarity would be with her the entire time did make the suggestion sound better at least. She would have to get used to her body one way or another regardless of everything.

“I like that idea,” Twilight said and smiled. “Just help me out of this outfit and I’ll grab my bags.”

A hug from both brought out a relaxed sigh before they got started. She could at least try to focus on other things with her friend there. Slowly, she felt the magic pulling lightly at one of the stockings and began to get ready.

•••••

Choosing a small restaurant with little patrons was Rarity’s idea. The place seemed nearly deserted though not entirely. They had taken one of the tables near the back to at least have a little privacy despite the fact Twilight still felt out of place in many ways. It did help that her friend was with her at the very least.

The walk to the little bistro nearly put the changed pony into a panic as she stayed close to Rarity and kept her tail tucked. Both of the saddlebags stayed on even when they had chosen a seat at a table. Nopony gave more than a glance in their direction before minding their own business and continuing their day. Twilight’s heart was still thumping a million miles an hour at just the walk alone.

“You can relax a little,” Rarity assured her with a smile and a hoof resting gently to her friend’s.

“Yeah,” replied the winged pony, agreeing with the statement and finding a bit of calm course through her at just the lightest touch.

“Treat yourself to whatever you desire,” the unicorn mentioned and pat the hoof lightly. “It’ll be my treat.”

Twilight nodded in response, doing her best to keep from ruining the small moment out. She had made it there and everything looked to be fine. No other pony paid any mind to them and they had even sat as far back as possible. There was no reason to worry, especially with such a soft hoof on her own.

The place itself was cozy and rather mellow in tone. No loud music and the space provided was more than enough for a pony, even at the circular tables. Exactly why Rarity had chosen the area could only be that she had been to it plenty of times before. The thought made the alicorn smirk lightly, forgetting her insecurity briefly.

“What would you two like today?” came a voice nearby Twilight.

Being startled nearly caused a yelp from the princess as she used her wings to clutch the satchels against herself. Her sudden jump was seen by both her friend and the waitress while both stayed silent until she had settled back down.

“Sorry,” Twilight mumbled, her ears folding back out of embarrassment.

“Oh, don’t worry,” the waitress pony said with a light laugh. “I have a nasty habit of that. I should apologize for not making myself known right away.”

“It’s alright,” Rarity said while patting the purple hoof more. “I think I’ll take…”

As the unicorn raised the menu up and rambled off some drink and another item, Twilight couldn’t help but focus more on her hoof than anything else. It had warmed her heart a bit at the gesture and certainly soothed her worries. She only wondered if there was more to it than just a sweet comfort seeing as her friend’s hoof never left her own.

“Okay and you?” the waitress asked, looking to the violet mare.

“Oh! Uh…,” the distracted pony said while fumbling with the sheet of labeled items.

Reading over the list was quick and she quickly chose a simple drink and sandwich. No sense in getting fancy or overly complicated. The faster she could have the focus off her the better.

“Mkay, you two just stay right there and I’ll bring it all out,” the pony said, slipping the notepad into their outfit and trotting away.

Twilight let out a sigh as she closed her eyes and took a few deep breaths. Having learned such a simple way to alleviate some stress from Cadance helped so much. She would have to thank her at some point for it.

“Are you going to be okay?” came the worried voice of Rarity near her.

“I think so,” the purple princess finally said and smiled a little. “Just a small scare on top of, well… you know.”

Rarity merely nodded and let her other foreleg lift as the second hoof joined in holding Twilight’s. The action was sweet but it only brought up the prior thought that had swirled in the studious alicorn’s mind seconds ago. She could only assume that the seamstress held deeper feelings beyond just friends, much like herself. It was just that she refused to only guess at something and needed to know for sure.

“Rarity,” Twilight said softly, “can you be honest with me?”

The hoofholding stayed but the light pats ceased.

“Of course,” said the unicorn. “What is it you need?”

“Have,” started the violet mare before sighing and trying again. “Do you have feelings? For me?”

Perhaps the question was worded strange or not even a proper one considering the confused look that greeted her. She may as well as asked in another language from the reaction. It seemed troubling to think of another way to word it as her ears felt almost as if they were on fire. Her heart, while keeping a normal pace, beat heavy. It was an important question yet she almost feared she fumbled in asking.

“I do,” Rarity said quietly and pulled her friend’s hoof closer to her. “I thought for sure you would have known due to our encounter in the boutique, dear. I don’t just do that for anypony, you know.”

Their eyes met and smiles curled across both muzzles while they gazed to one another. It had been silly to ask but there was at least a reason for it. That beating heart within Twilight’s chest lessened gently, though her ears still burned from the answer instead of the question. How long had they both been keeping the thoughts or feelings bottled up?

“I feel the same about you. For you,” Twilight told her and looked away. “I’m sorry for being so blunt. I guess I just needed to hear it. I know actions speak louder than words but just being told somepony cares for me in such ways means a whole lot.”

“Oh, Twily,” Rarity cooed, apparently adopting the little nickname the alicorn’s brother had used. “I hope you don’t think less of me for jumping into things. I was a tad hasty, I admit. Just a lonely mare in heat and finally alone with the pony she’s admired for so long.”

“Y-you’re… Oh,” commented Twilight before pursing her lips.

She should have known but her own thoughts and feelings had made her not realize her friend was in season. Whether it was because of her own changed anatomy or simply that her mind was elsewhere, she simply hadn’t picked up on it. The thought made her feel a tad guilty in terms of being selfish but it appeared as though Rarity understood, all things considered.

“Hope you can forgive me for being far too forward,” mentioned the unicorn in heat. “I’ll understand if you wish to take things much slower.”

“No, it’s not that,” Twilight announced, her qualms seeming to let up some. “I was just really surprised. I didn’t expect you to do that or even how… good it felt. Physically and emotionally. Feeling accepted was kind of liberating after thinking how terrible I might look.”

Scooting closer, Rarity hopped from one seat to the next until she sat right next to the alicorn. Her body was warm as she inched her seat more until they were nearly leaning on each other. The closeness felt like a blanket over that tense heart for Twilight. It was something needed for sure.

“You have nothing to be afraid of with me. I promise,” the white coated mare said and leaned in to give a tender nuzzle of her cheek to the rosy blush of Twilight’s. “If you prefer, we can hold off on such promiscuous activities for a while.”

“I never said that,” the princess mumbled, clearly having a hard time speaking up over such a topic. “Like I said, it was nice. I just didn’t understand things completely.”

A small squirm came from the horned pony at the words. Her hips wiggled a bit in the seat as she raised a hoof and fanned herself casually. The subtle hints were clear but she played them off rather well. If there was anypony to pass off their heat as nonchalantly as that then Rarity was it.

Leaning in, Rarity pressed her lips to the soft cheek of her friend quickly. It was a little peck but far more than anything Twilight could have expected, especially right then. The small struggle of returning the loving gesture did finally come forward as the purple mare gave a quick kiss back. Even in the mostly empty restaurant it felt as if there were ponies all over staring at their public displays of affection.

“Here we are!” announced the waitress, still making her way over.

The two lovebirds sat up straight for a moment before letting out a small giggle. Waiting, they watched the pony move over with the tray in front of her. The strap around her neck kept it from falling as she nodded her greeting to the newfound lovers then set the plates and glasses onto the table.

“Alright, if you need anything else just holler,” she said before lifting a hoof and heading back.

Lunch was eaten and the drinks sipped as both of the ponies at the table kept looking at each other while smiling. It was a newfound love for them, finally having opened their hearts fully and accepted the other without question. Things just felt right and so pure to have another pony to confide it entirely and know they would always have them there.

“They make nice sandwiches,” Twilight said, finishing up her plate and pushing it aside. Her magic lifted her the glass as she took a sip and nodded in approval.

“Quite,” Rarity agreed then turned in her seat to face the alicorn more. “How are you feeling? No uncomfortable thoughts or anything?”

The question was almost like a foreign aspect brought to Twilight before she understood the meaning. Instead of answering right away, she took the time to think and make sure what she felt was right. She had forgotten about her plight of uneasiness being out in public entirely. Being around the beautiful unicorn had looked to quell all doubts and more for the time being.

“I think I’m okay,” she finally answered, chewing a little on her bottom lip in thought. “I don’t feel bad with you around. You help so much.”

“That’s very kind of you to say,” Rarity replied and leaned in to plant a soft kiss right against her new lover’s lips.

Passion and more surged through Twilight’s body at the far more intimate kiss. Her wings lifted briefly before pulling against her as she pressed her lips into the ones against her own. Many have written of fireworks being seen or some other incredible sight on their first kiss. Twilight saw only Rarity and never wanted it to go away.

“Would the princess be willing to continue more where we left off?” the unicorn asked, breaking the kiss but staying so very close to that muzzle.

Each breath tickled Twilight’s mouth, making her want to dip in for another lip lock but she resisted. She had been worry-free while they were there and even bringing up the subject seemed to cause no issue in her. Her focus had been more on Rarity than her own self. Maybe that was what she needed the whole time in so many ways.

“What do you mean?” asked the puzzle princess, her eyes moving from one of those sparkling sapphires to the other.

Nothing was spoken to answer her but instead a shift for Rarity to sit right against her side. From any view it would look like the two were going steady and it would be right. Twilight watched in curiosity as one of those snow white hooves moved off the table and slipped under. She nearly began to ask what her friend was doing when her voice was lost.

A light caress of the hoof to those new loins made Twilight take a quick inhale and glance around. As she saw ponies staring down at their plates or facing away, that hoof trailed carefully over her sheath and down to her resting fruit. The small lift of one orb brought a shiver up her back as it was fondled.

“W-what…,” Twilight tried asking but leaned forward slightly instead.

Rarity’s touching had created a rising feeling in that sheath. Without even looking, both knew it was swelling and starting to let that princess staff out in public. It felt good but also incredibly risky to enjoy such a thing out in the open. Even though it was under a table it wouldn’t stop anypony walking by from spotting their lewd actions easily.

“The waitress,” said the lavender mare, unable to stop her body from reacting to the touches.

“What about her?” Rarity whispered into her ear, giving it a tender nibble.

Twilight knew they shouldn’t do such a thing in a restaurant but it was feeling so good. A part of her almost found a bit of excitement at doing such naughty deeds while in public. Even though she was unsure if she had been enlightened to a new fetish or just aroused from being groped, the Princess of Friendship let her friend continue to tease her growing length beneath their table.

Every small rub along her rising member made her squirm a bit more while she sat and allowed it to happen. The unicorn’s hoof moved up and over the flat head before sinking back down to massage the nearest thigh. It was exhilarating to experience such a thing even if there was uncertainty about it all. Something to enjoy while they could though probably not for too long.

It was obvious that Rarity had let her heat get to her again. Twilight knew it wasn’t completely on purpose but it did seem that she wasn’t trying to reign in her desires much. The scent of said heat could be picked up just from how close they were. Impossible to miss but also acted to arouse the endowed pony from picking it up.

The other foreleg slipped down under the table to join the one already at work. Pressure applied above and below the girth before slowly stroking and causing the flesh to firm up quickly. Light pants sounded out from the pumping motions as Twilight shuddered and gently parted her hind legs. She was getting into it far easier than she would have ever guessed. Those hooves were so delicate yet applied just the right amount against her naked flesh in ways she was happy to learn.

More of those movements, up and down, caused Rarity’s own body to jostle lightly in her seat. Her hips wiggled as her own heat gripped her and refused to let go. The two were being so sexually active in a restaurant of all places but that didn’t seem to stop them. Not yet.

Twilight gasped and placed her own hoof to her muzzle, biting down on it some. If she made too much noise then they would certainly be spotted. Why she found the scene so enjoyable was still something she would have to figure out herself as her friend worked her hard and pulsing rod under their table. Each slide up and down made her want more as her thighs pressed together and the first bead of her arousal seeped from the tip.

Slowly, the motions began to ease up as the hooves stayed near the base, massaging gently then stopping entirely. Rarity leaned back a little and let out a slow, shaky breath. There had been no climax for either mare but it seemed as though the risky public foray was put to an end. Worry was plastered all over the unicorn’s face as she quickly pulled her hooves up and almost clopped them onto the table.

“Oh, dear,” the beautiful seamstress said, looking to Twilight in a pleading manner. “I’m so sorry, Twily. I don’t know what came over me. I know you’re still getting used to everything. I feel ashamed acting so rash and needy.”

The apology was more of a surprise than the hoofjob that the alicorn had received. Her own breathing returned to normal as she smiled and leaned against her friend. A soft nuzzle to her cheek brought the unicorn back from her overcome guilt.

“It’s okay, Rarity,” Twilight assured her and nodded. “I was liking it too. Obviously… Though, maybe we should find a better place than here if we continued.”

There was a look in those sapphire eyes that gave a silent understanding. While moving a bit quicker in a relationship than what either were used to, they both seemed ready. It may be a heat of the moment or a longing they had wanted but only now realized. All they cared for was that they were finally together and wished to make the most of it.

“Of course, my Princess,” Rarity said endearingly while placing a hoof over Twilight’s.

While the risk was too high to simply walk out with both of them being seen in the state they were, there was one trick left to get free. Levitating the bits from her satchel to the table, the alicorn dropped probably twice as much as the meal cost before closing her eyes. Her horn lit up as she inched as close as she could to her best friend and lover before concentrating.

It was all over in a flash. The seats beneath vanished and their backsides landed on the platform in the boutique. A little rough but far better than other teleport mishaps. The two splayed out from the landing, ending up in a fit of giggles before their eyes met.

Rolling over, Rarity let a foreleg drape across the erect mare before hugging herself tightly to her side. Softly, her muzzle dipped into the neck of her friend, kissing over and over as she pressed herself more against the warm form of Twilight. The two had their privacy and could do as they pleased, as far as they knew.

A hoof lowered and teased along the scepter the lovely princess had donned. The softness of the flesh but firmness beneath made her keep up her exploration. Light noises came from the purple muzzle of her lover while that hoof ran up the spire and brushed over the medial ring only to come back down and massage against the lap. Her breath coursed into that violet neck as she breathed deeply and had a yearning far greater than ever.

“If you’d rather take things slower, we can,” said Rarity, her hoof giving idle rubs around the base of that girth.

“No,” Twilight said, still laying upon her back as she enjoyed the attention to her lap. “I know this is hasty but I really want this. I want you. I haven’t felt good about myself or anything until I came here today.”

“Oh, Twilight,” spoke the snowy colored mare, “I don’t know why I waited so long.”

“Me either,” replied the alicorn before both pairs of lips met and held.

The passionate kiss blossomed all kinds of feelings within both ponies. Their hearts bloomed with love and the comfort of one another. A powerful bond that nothing could break. Slightly, their heads turned to accept more of each other, finally giving themselves in to the deep-seated desires their hearts and more called for.

Crawling more on top of the mare, Rarity shifts her body to straddle the winged pony below. Her hind legs slip to either side of the purple hips under her while her hooves press tenderly into the chest of her newfound love. The warmth was far better against her heated loins as she spread her legs on top of the pony with the feeling of that hot and heavy length arching up against her back.

Carefully, her hips rolled as she let her tail brush along the standing pole behind her and started letting her backside run against it. Each motion was like a gentle wave, teasing at the purple mare and encouraging her more. With that supple bottom working to rub up and down the tense shaft, the need grew more from the stimulation.

Shifting forward and laying almost entirely onto Twilight had the unicorn’s hips give quicker bounces to her hips. The position was perfect to move faster as her round plot gave tender jiggles to the topside of her lover’s cock. It was more arousing than either would have guessed but so very welcome.

Twilight was loving the light friction against her member. Every jostle or rub to her stiffness made her crane her head back. Each time she did so Rarity would dive in to nibble and kiss at the exposed area. Purple wings splayed the ground while those marshmallow colored hips worked a bit more, lifting easier and letting the wetness of the heated mound glide against the eager flesh.

Both of them gasped in unison at the closeness. While they had yet to do much more it spurred them on to keep going. Rarity’s hind leg moved back as she let her hooves place between the purple ones behind her. Those soft thighs squished together in a way that would make every kind of stallion or princess jealous of what was to come next.

With a kiss to Twilight’s neck and placing her forelegs on either side of the alicorn’s head, Rarity positioned herself to arch her back just enough and behind her motions once more. Her thighs squeezed and began to pump along the turgid rod of the mare below. Moans were whined out and panting became more labored as the mare used her hind legs to stroke off her princess. Just witnessing Twilight’s eyes lid in pleasure as she placed her hooves to the luxurious, white colored chest above made Rarity happy.

The ministrations done by the unicorn set the endowed mare beneath in a frenzy. Her hips lifted in time with every press down onto her girth, loving how soft and warm those hind legs felt against the sensitive tool. Feeling the wet arousal of her lovely seamstress gliding up and down doubled the pleasure while they continued their intercrural sex.

Once every so often, the curled tail of the pony riding her friend would softly dab at the end of the shaft. The moment any amount of pre-cum was to leak meant it would blot the beautiful fibers in that tail. Strings of silky and sticky issuance would lead from the end of the engorged length to the underside of the tail, showcasing just how turned on Twilight was.

Not all of the pleasure was strictly given to the alicorn. Rarity’s moist folds ground against the flesh she wished to take. Her body shook slightly at the thought of being taken by such a wonderful pony. Even her clit, wet from her own arousal, would give a wink at the tasty endowment, pressing to it and sending shivers along her back.

With a comforting grip, those hind legs kept up their work to rub the soft thighs against the princess’ meat. Giving grips and tugs around the medial ring sent Twilight into bouts of pleasure. Her eyes closed as she tilted her head back and allowed the intimacy to continue. Thick rivulets of clear need drizzled down the throbbing marecock as she lifted her own waist to try and increase the tempo.

“Are you close, dear?” Rarity asked, her cheeks and thighs slowing down around the drooling shaft.

“Y-yeah,” Twilight panted out, her breath heavy and laden with lust. “Please…”

“I promise I’ll get you there,” the soft unicorn replied and peppered her lover in kisses along her face. “Just let me slip into something. You won’t regret it.”

Slowly, almost painfully, the mare parted her hind legs and began to stand up. The absence of such a warm and loving hold against her body made Twilight almost pull her back down but refrain from such actions. As much as she craved that feeling to return she also wished to see exactly what Rarity had in store.

The seamstress gave a wink and kissed Twilight’s brow before hopping up completely and trotting through the curtains. It was clear that she still wanted to continue just as bad with the lingering saunter out of the room and letting the alicorn catch a long look of that tail hiked up with the glistening need from them both coating the winking loins. It was a sight that made the leaking erection twitch as if it knew what was to come.

Despite the small disappearance only lasting mere minutes, it felt like hours since the unicorn had left. Twilight had managed to get to all fours, standing with her erection bouncing underneath. The saddlebags were discarded instantly as she tried to wait patiently for the return of her beautiful lover, almost pacing the platform.

“Twilight~” came the flowery voice beyond the fabric sheets. “Are you ready?”

Without waiting for an answer, the curtains were drawn in a rather spectacular fashion. Behind them stood the mare of Twilight’s dreams, clad in a set of lingerie similar to what she had seen earlier. The black lace made the entire figure of the pony eye-catching. Differences that were spotted immediately were the color and the lack of the smooth satin. In place of the absent fabric was pure lace with intricate designs throughout.

“Wow,” Twilight said, almost inaudibly.

It was impossible to look away from such beauty. Her eyes took in all that she could as Rarity stepped into the small area before letting her magic pull the curtains back into place. Each piece of garment was snug against the marshmallow colored mare, making her look even softer than before. Whether it was the contrast of colors that highlighted such a body or Twilight was just starved for more of their fun was left unanswered.

Rarity walked calmly around her alicorn, smiling and nuzzling against her to let her take in the small amount of perfume she had prettied herself up with. Alluring and captivating is what she tried aiming for. In Twilight’s eyes, she went above and beyond that. The scent of the perfume also seemed to mix with the heat in a most intoxicating way.

Twilight breathed in that aroma while she felt the mare brush against her more, melting at the tease of that curled tail teasing under her muzzle. The bouncing curls flowed against her neck and around as her unicorn walked slowly to let her mate-to-be study every detail she wished. Tingling sensations welled up inside as she could feel the soft coat and lacy fabric rubbing to her. Things were heating up faster as if to make up for the lost time of merely a few minutes.

Once there was another pass, Twilight noticed the lack of panties upon her partner. Instead, the leggings and garter belt that held to the pony from behind drew out that backside and moistened sex more. She couldn’t help but feel like the luckiest mare in Equestria. Her body agreed eagerly.

“Oh, somepony likes what they see,” Rarity teased with a smile, showing the light application of lipstick she had even managed to don. Those cherry lips only turned on the hard mare more.

Even though the color on those lips wasn’t super prominent it still became noticeable once Twilight had managed to draw her eyes up from the incredible body. In turn, she could only lick her own lips as if to keep herself from dehydrating at just the sight of such a pony. She doubted any model could have looked nearly as perfect as her unicorn.

“Well then, let’s get you ready, shall we?” Rarity said in a lusty tone, leaning in to place a kiss firmly on the cheek of her mare.

With a mark left from the makeup, Twilight smiled and kissed back tenderly while they eyed each other in want. Studying for something other than information was something the winged unicorn hardly did before. She enjoyed it immensely, being able to look and soak in just what she wished for a mental catalog of later use.

Rarity winked playfully before nosing against her lover’s neck. Her muzzle pressed into the soft and comforting coat as she inhaled the relaxing scent from her mate. It was a smell that she could easily get addicted to just for the ease it brought her.

In one smooth motion, the snowy mare with her purple mane slid her head down Twilight’s neck to her chest. Another kiss, much lighter to not leave a mark, was placed before stopping. Rarity’s body turned as she stepped to the side gave a light nudge of her snout to the firm mare’s side. She didn’t want to waste anymore time in having them both enjoy the fun.

Taking heed, Twilight moved and laid herself down before feeling the platform behind her. Sitting up, she positioned herself to be upright as her hind legs bent but parted from each other. The thick length looked to be as hard as ever, pulsing with her heartbeat which had begun to pick up. Their moment had come.

Kneeling down, the sexy mare in lingerie ducked her head as her horn gave an accidental tickle to Twilight’s chin. The red lips kissed tenderly to the needy tip of the thick princess before slipping over the glans and sliding down a rather large portion of the shaft. Her tongue cradled the underside of the rod, holding it steady while her muzzle took as much as she could and those lips pressed firmly against the flesh.

A red ring of lipstick marked her point as she smiled to herself and began pulling back to leave only the head within her maw. Letting the end of the still-leaking prick rest in her mouth, Rarity suckled gently, encouraging more of the stringy lust to come forth. It took no time to feel a good glob of the sticky fluid to spill out as she swallowed it eagerly.

Twilight could barely find her own breath with the pleasure racking her mind. Every little motion set her off in one way or another. The colored ring around her stiff cock made her squirm in place, able to see a visible area on how much had been in her friend’s muzzle. Throbs and pulses were working without her own help, giving up the precious pre-nut as she panted and placed her forelegs atop the head in her lap.

The feeling of those hooves on Rarity’s head made her give a muffled groan onto the leaking rod. Her noise vibrated the flesh in her maw which made the mare she was suckling on whinny in delight. Smiling around the shaft, the lingerie-clad mare went to work in swift motions, bobbing her head and allowing the end of the shaft to tickle the back of her throat.

Up and down, Rarity bobbed her head in Twilight’s lap, sucking and moaning the entire time. The red ring smeared from the constant passes over it along with the saliva coating every inch she could reach. She was more than happy to please her best friend and now lover. Body change or not, she loved everything about her and always would. She wanted Twilight to know that as her pace slowly picked up, twisting her head one way and then the other.

It was incredible feeling the sensations flowing along that shaft and up the alicorn’s body. Her own moans were incapable of being stifled while she felt the oral treatment work wonders along her length. Every dip into her lap had her almost hunch forward while every pull back up made her shudder. The mix of cool air and warm, wet hold on her kept each little instance unique.

Time was a distant and forgotten aspect. Whether it was day or night, a weekend or even a different season didn’t matter. They were far more interested in each other than anything else going on outside their personal bubble. Intimate noises, lewd and sensual, rose up more the longer they prolonged their experience.

If it wasn’t the muffled grunts and wet slurps then surely Twilight’s own moans and light gasps would be enough to fill the air. Much like their noises, the scent of sex had started to make itself known as well. While not fully realized, the air was growing heavier from the actions. Nothing would have stopped them even if Celestia herself had tried.

Another firm press of her lips and Rarity ran her tongue along the bottom of Twilight’s member. The feeling made the winged pony tense up briefly as she whimpered and her ears pinned back. Her hooves pressed a bit onto her lover’s head, having a hard time pacing herself as she felt that muzzle slowly pull back to reveal another ring that was much closer to the base.

Soon, the feeling would stop as those lips trailed all the way up and toyed with the glans lightly until the slick cock popped free accompanied with a light moan from the seamstress. Twilight was left panting and trying to catch her breath as Rarity stared at the work she had done. Every inch looked to glisten in a perfect coat of her saliva mixed with the pre that had been at a near constant drizzle. She had to refrain from going in for seconds, loving the taste and admiring her lover’s stamina.

“Mm, I think it’s time,” Rarity said and kissed the tip of the shaft softly.

Twilight felt her mind was in a daze, almost expecting to wake up any second from such incredible feelings and having her heart be held by the pony she cared for. Instead, she sat still, breathing in heavy pants while watching her unicorn lover step away with a sly smile. The lipstick had mostly faded from those lips but still held just a bit of color, shining in the spittle from the oral care.

Strutting herself over, Rarity turned away and flicked her tail to give quite the look at her intimate area. She looked to be almost sopping wet, clearly in need for more and presenting herself in a way she could only was enticing to her love. The lingerie gave wonderful focus to her backside as she moved over to the curtains and bent forward lightly.

“Breed me, darling~” came the breathy phrase uttered from the mare in heat.

Twilight blinked in astonishment before shuffling up to all fours and quickly making her way behind the presenting mare. She had clearly never done such a thing before in her life, only having her new appendage for such a short time. None of the books she read could have prepared her mentally for being offered such pleasure. Still, it seemed rather straightforward enough.

Gently, the winged pony hoisted herself up into mounting her friend. That stiff length, still drooling and leaving a trail along the floor, almost acted on its own. Instinct was the best word she could place for the way things felt. It all seemed as if she had known how to react to such moments the second she was in position.

Eagerly, Twilight’s forelegs hugged against the soft waist and garter belt beneath. Her hind legs stepped forward as she felt her twitching length inching closer to the heated entrance offered for mating. A small brush of her prick to the waiting slit made her gasp. Then instinct did in fact take over.

It was an uncontrollable thrust that made both mares cry out. Burying herself in past the medial ring and towards the lipstick mark near the base had Twilight lift her head in the sudden pleasure. Every inch slid in easily from the efforts of the oral play and their own aroused fluids. As snug as the grip was, the lack of friction from the initial penetration meant Twilight could simply go wild if she so pleased.

In an unbridled fervor, the princess did go wild. Her hips pressed more to sink the last bit of herself into the offered pussy around her shaft. Those folds of a stallion’s wet dreams hugged against Twilight with all their might before that firm length drew back with the purple hips and lap then plunged in again. The sound was the most erotic noise either had heard, with loud wet slurps filling the air.

Louder still was their lustful moans as they mated raw. Rarity’s heated walls slid and rode every detail driven into her. Her winking sex felt the firm press of the lap being pounded against her while those swinging plums gave repeated pats to her clit. It was euphoric.

Twilight felt as if her body were doing things of its own accord. Whether or not that was true didn’t matter. She was in bliss with the sensations washing over her, pumping madly into the mare beneath that she loved dearly. Every pull brought out audible noises, wet and sloppy, while each press in made a welcome ‘schlick’ of sorts. That red mark of lipstick smeared more as she continued her eager humping.

Rarity had never felt so full, experiencing her lover’s cock stuffed deeper than she could have thought possible. Each warm press within perfectly stoked those primal flames. Tilting her head down to look below, she saw her own stomach bulge lightly from every thrust, giving her a visible note on exactly how deeply she was being worked.

Looking back up, the snug seamstress watched through the gap in the curtains as ponies passed by the display windows in the front. They hadn’t even gone to her room to get settled and give in to their urges. How indecent! Somehow, it still managed to trigger that lust within more.

Even though their risk was low of being seen, Twilight knew none of it. Her mind was lost in the haze, clouded by desire. Every slam of her hips had her feel something more deep inside. While her heavy and pent up pouch battered the sensitive pleasure button of her lover, she could feel the end of her member knocking firmly against the door to that womb.

Purple wings spread out, flapping a bit in time with her thrusts to peg the pony harder. No doubt the poor mare underneath would be sore the next day. The air swirled with the scents of both bodies, making a concoction of sex-fueled aroma. It only helped to make them continue, breathing in such a horny need wafting around them.

Pre-cum spilled in copious amounts, making the noises from their intense session far louder. The gusts from the flapping had also managed to billow the curtains here and there. As small as the gap was that Rarity had been looking through, it now revealed them both every few seconds though only briefly. There was no stopping even if somepony were to spot them. Nopony else mattered but them.

Twilight huffed and felt herself reaching that point she knew from before anything had changed. She had read about how stallions felt but couldn’t comprehend how could have felt nearly as good as she was feeling right then. Her hips pounded almost mercilessly against her lovely unicorn’s body. The thrusts rocked them both back and forth as those supple cheeks jiggled from everything Twilight was giving the mare under her.

“I-I… I’m-” Twilight tried uttering but the mounting pleasure and embrace from her lover was deemed too much for a coherent statement. Luckily, her unicorn picked up on the thick convulsions of the turgid length inside her own body coupled with the increased tempo.

“D-do it!” Rarity cried out, her hind legs parting to allow herself to be bred properly. “I need you~”

Leaning forward, the thick princess groaned and hugged to the lingerie-clad waist as best she could with her forelegs. The tingling sensation worked up to a full throb as her moans reached a crescendo. Finally.

Both felt that flaring end rear its head deep inside. Lodging deep and pressing flush, Twilight shut her eyes tight as she felt her hanging orbs hug tight to her body. The potent seed that begged for release during the day finally got its wish. Those wings stopped their flapping as their orgasms quickly coursed through their bodies in tandem, letting the curtains close and hiding them once more.

It was almost instant with the first shot nailing Rarity’s womb. Thick and sticky love flooded the mare as it cascaded inside. Globs of the viscous torrent painted all it could reach as rope after rope spilled forth, doing its best to empty out every last drop. It felt like relief and pleasure had hit the highest point possible for Twilight.

Each pump of that wonderful fluid into Rarity’s body had her groaning out. Her own orgasm made her feel like it knocked the breath out of her as her eyes nearly rolled back from the intensity. The rippling feeling working up her spine and making her tense up even squeezed out a bit more pleasure from the mare inside of her love tunnel. A bit of her own climax seemed to mark the divine pair of balls nestled right up against her as she accepted the flow of creamy spunk directly into her.

It was dangerous for them to enjoy such bliss unprotected but neither cared. They wanted it and Rarity had specifically asked for it. A true mating and one with the pure intent to breed. The filled seamstress would have none other than Twilight’s foals if she could help it. Of course, only time would tell if it took.

A small grind from the mare on top made Rarity groan out, shuddering and feeling a bit of the overflow spit out from between them. Her hips rocked gently to be sure and milk out anything left until Twilight let out a heavy breath before laying against her back. Smiling, the unicorn let her stay there for a bit long, letting her blurred vision clear from her climax and peeking outside.

While it looked as though they were in the clear, she couldn’t help but wonder if somepony may have caught a glimpse of their foray into fornication. The idea made her wiggle a bit as she spotted a few ponies staring at the displays through the windows. They were far back enough in the shop to not really be noticed yet her mind did wonder if it were true.

“Thank you for that, Twily,” Rarity said softly as she turned to look up to her friend.

Twilight looked groggy in her after-sex stupor from such an incredible orgasm. She still managed to smile and slowly ease up while looking down between them. It amazed her what she had experienced with her new body. She hardly expected it to reach the same level of pleasure as before but it had somehow been off the charts. In hindsight, the alicorn felt rather foolish for being scared of hitting her climax.

The cum leaking from their joined bodies would stain the carpet if it wasn’t tended to soon. Rarity seemed to not mind as she continued looking back to the princess firmly embedded inside her. Even though they were silent they knew what would be said.

Smiles crept across both of their muzzles before Twilight’s horn lit up and floated Rarity over, onto her back. Gently laying on top, the winged pony kept herself within the confines of the sweet, tight body of her marefriend. She barely had it in her to have even done that much as all the fun and her teleport from earlier had almost exhausted her completely.

Rarity lifted all four legs and wrapped them around the purple mare, hugging her closer and keeping her close. The warm bodies comforted both as they held each other and continued smiling. Loving nuzzles were given over and over as they sighed happily, enjoying the softer side of the intimacy just as much.

“I should be thanking you,” Twilight finally managed to say though still slurring her words a little.

“Why does my princess say that?” asked Rarity, using a hoof to gently stroke the striped mane of her partner.

“I feel better about myself because of you,” said the relaxing purple mare. “It still feels strange but… better now. Knowing I have somepony that cares about me and loves me means so much. The same pony I’ve harbored strong feelings for. I just wish we had known sooner.”

The two kissed in their embrace, pressing their lips together and sharing the moment. Their bond would be one to hold forever. Finally, they had found what they needed.

“Better late than never,” replied the mare in lingerie, her soft, white coat so comfy for Twilight to rest against.

“Mhm,” agreed the drowsy alicorn as her wings draped over them both like a feathered blanket.

Thankfully, the store had been closed when they went out. The teleport in gave no time to open shop so they had the rest of the day to enjoy cuddling up and sleeping together in the boutique. More outgoing conversations could take place later along with continuing support of the changed mare. For now, they had each other and that was all that mattered.

Author's Note

While this was part of the Five-Legged Mares art pack I had a lot of fun writing it. Hoping you all enjoy it just as much!