A Most Magnificent Movie Night

by Starswirl the Beardless

Love and Lust

Previous Chapter

Rarity felt the pounding of her heart in her chest as it pumped hot, hormone-filled blood throughout her body. She could hear the rush of air in and out of her lungs as she breathed, trying to steady that very same heart. The backs of her eyelids did not provide much of a viewing experience, but she did not need to see to be able to feel the eyes on her. Taking one last deep breath, the slowly opened her eyes to meet that gaze.

Kneeling on the bed before her was Fluttershy, her friend, her girlfriend, and soon, hopefully, her lover. The television had been turned off and the bedroom lights had been dimmed to a level more fitting for what they were about to do, but it was still bright enough to let her see that beautiful face clearly. While those cheeks had been wiped dry minutes before, she could still see the lingering traces of happy tears in those eyes, eyes that darted back and forth between her and the bedspread, unsure of where to look. Rarity watched her hands as they twiddled nervously in her lap, her own hands remaining still out of sheer willpower.

“Are you sure we'll...be alone?” said Fluttershy.

“Positive,” said Rarity, smiling at her. “Sweetie Belle's recital is hours away. My parents won't be back with her until tomorrow.”

Fluttershy seemed relieved by this answer, but only slightly. “And...you won't...tell anyone...will you?” she said.

Rarity chuckled softly. “Darling,” she said, “a lady does not kiss and tell. I don't plan on discussing anything that happens in this room with anyone...anyone except you, that is.” Again, Fluttershy seemed calmed by Rarity's assurance, although she remained visibly anxious. “Are you...certain you're ready for this? We can always wait a little longer if...you need more time.”

Fluttershy took a deep breath, then looked up at her. “I don't need more time,” she said confidently. “I'm ready. At least...I think I am. I hope I am. I guess I...won't really know until I try.”

“Well, then,” said Rarity, slowly leaning forward, “let's find out together.”

Rarity placed one hand on the bed to steady herself, placing the other on Fluttershy's shoulder and slowly pushing her backwards. Fluttershy was visibly nervous at being on the receiving end of such gentle dominance, but her bubbling emotions were kept in check by the look in Rarity's eyes, a look that Rarity had spent hours practicing before the mirror in the hope that she might one day get to use it on just such an occasion as that. Fluttershy dared not look away from those enthralling eyes, even as her head and shoulders were pushed down onto the plush pillow behind her. Her legs slid out from underneath her, stretching out onto the bed and parting slightly, her long skirt preserving her modesty.

The young lioness continued to advance on her prey, crawling over her and looking down upon her with that hungry gaze of hers. Slowly, she lowered her body down, the girl's slender curves coming to rest on the not-quite-as-slender curves of the other. Hips met hips, stomach met stomach, and breasts met breasts, the gentle pressure on that soft, sensitive flesh sending a tingle through both of their bodies. Rarity stretched out her bare legs backwards, reaching out to caress Fluttershy's through the sheer fabric that covered them. Her hands found Fluttershy's arms, following them down to the girl's wrists, which she promptly took hold of and gently pressed into the pillow on either side of her head. As their faces drew closer, their foreheads met, their noses booped, and their lips hovered mere inches apart.

As she felt the warmth of her darling's body on her own, a warmth she could feel from her head to her feet, Rarity could hardly contain herself, her racing heart feeling as if it were about to burst from her chest. She had spent so long dreaming of that moment, fantasizing about it, running through a hundred scenarios of how it could have played out. None of that mattered then, however; neither prudent planning nor romantic idealism could have possibly prepared her for the sheer thrill of what was coming. A thousand worries, a thousand concerns, a thousand fears buzzed around her skull, fears of how that wonderful, beautiful moment could turn ugly in a matter of moments. With that unpleasantness weighing her down, and the bottomless well of teenage lust urging her onward, the poor girl was positively paralyzed.

Lucky for her, she did not have to face that challenge alone. Right before her own, she could see the big, beautiful, blue-green eyes of her darling, her love, her Fluttershy. Within the depths of those eyes, she saw the same fear she felt in her own heart, and yet saw the same undeniable desire as well. Just as much as Rarity wanted to kiss that adorable little nose, those soft, round cheeks, and those big, full, plump lips, so too did Fluttershy want to be kissed, there and everywhere else. As afraid as the two girls were, the overwhelming desire they each felt for each other, a desire to please the other in any way possible, could not, and would not, be denied.

“Rarity,” whispered Fluttershy, her hot, moist breath caressing Rarity's lips. “What if...I can't do it? What if I...get too scared again?”

Rarity slid her hands into Fluttershy's, threading her fingers through hers and clasping them lovingly. “Do you trust me?” she whispered.

“I...I do,” said Fluttershy.

“If you trust me to start,” said Rarity, smiling a gentle smile, “then trust me to stop. We're doing this because we want to, remember, and for no other reason. We don't have to do anything that doesn't make us happy...and I wouldn't want to anyway. I want to make you happy, Fluttershy. I want to give you everything your little heart desires...no more, no less. As soon as I do...just say the word. Just say the word...and I'll do it. Okay?”

Fluttershy gulped, then returned the smile. “Okay,” she said.

“Now...close your eyes,” said Rarity.

Fluttershy obeyed, her eyelids slowly falling closed, plunging her into darkness. She felt soft skin slide across her face as Rarity tilted her head and leaned in, closing the final distance between them. Rarity closed her eyes as well, allowing the sound and feel of Fluttershy's breath to guide her to her target. She paused a fraction of an inch before their flesh met, taking one last deep breath before making the plunge.

The first gentle touch of lip on lip filled the girls with a relaxing warmth that radiated throughout their bodies, slowly washing away their worries. As the two leaned further into the kiss, bringing the full extent of their plush, feminine lips to bear, the euphoric feeling only increased in magnitude, and the two quickly lost themselves in the moment. None of their various fears and anxieties could have possibly overshadowed the comfort that came from the familiar touch and the familiar taste of each other.

That first smooch was simple, innocent, chaste even, as if the two were kissing for the very first time. Quickly, however, the touch stoked the fires of passion burning within them bigger and brighter, driving the two to more intense displays of affection. As the two followed up their first smooch with a second, then a third, then a fourth, and then stopped bothering to keep count, they fell into a rhythm that they had spent long hours perfecting together. Every time they came together, their mouths opened a little bit wider, the soft sounds of their moist flesh grew a little bit louder, and their lips pressed more firmly together, until the two had formed a tight seal between them.

Rarity's was the first tongue to come out and play, slipping out from between her outstretched lips and reaching out to Fluttershy's. A soft, shuddering moan emanated from Fluttershy's throat as she felt that tongue make contact with her flesh, its tip tracing the circumference of her mouth at a teasingly slow pace, but never venturing inside. She knew that trick; she had been been on the receiving end of it a hundred times. Rarity was trying to draw her out, get Fluttershy's soft, sensitive tongue to abandon the safety of its little cave and face her head-on. She knew what awaited her should she give in, but she could not have stopped her body from obeying the summons even if she had wanted to.

Slowly, tentatively, Fluttershy's tongue advanced forward, eventually reaching the threshold between her mouth and Rarity's. Rarity rushed to meet it, the girl moaning into her lover's mouth as the tips met between them. She did not stop there, however, and allowed her tongue to follow it back, caressing the full length of Fluttershy's tongue. The dexterous organ twirled around its partner in a slow, sensual dance, with Fluttershy's eagerly following its lead. Not a single nook or cranny went unexplored, every inch of their tongues receiving a gentle stroke, a loving lick, or a playful prod as they meandered to and fro, back and forth, side to side.

Just as their rising lust was channeled through their gentle tongue-wrestling, so too did it spread to every other part of their nubile bodies. Their hands squeezed and caressed each other beside their heads, feeling out the lines on each other's soft palms, the smooth bumps of their knuckles, and their sensitive fingertips. Down below, Rarity's slender legs entwined with Fluttershy's thicker ones, rubbing against each them and stroking the plush flesh with her toes. Their wide hips ground against each other, slowly and sensually, the gradually moistening spots between the aforementioned legs desiring more intense stimulation than mere kissing and hand-holding.

As much as she loved her dresses, Rarity soon reached the point where she would have much preferred to have her outfit lying frumpled on the bedroom floor than continuing to cover her body. That soft, comfortable fabric grew inexplicably hot and stiff, to the point where her silken skin began to chafe within its embrace. When she could bear the unpleasantness no longer, she was forced to break her steamy kiss with her darling, desperate to move things along. After giving Fluttershy's tongue one last rapid swirl, stirring her up like a cocktail, she drew back her lips, her slippery mouth audibly popping off of her lover's. A thin strand of saliva stretched out between them as Rarity raised her head slightly, looking down at her girlfriend huffing and puffing beneath her.

“Would you like me to go first?” said Rarity, her words carried on her own heavy breaths.

“First?” said Fluttershy, her eyes fluttering open to stare quizzically up at her.

“You know,” said Rarity, bringing one of her hands down and slipping a finger under the neckline of Fluttershy's shirt, giving it a few gentle tugs to get the message across.

A series of emotions flashed across Fluttershy's face in quick succession: first confusion, then recognition, then embarrassment, then pure, unadulterated desire. She gulped, then shakily nodded her head. Needing no further encouragement, Rarity quickly pushed herself up off of Fluttershy and slipped off of the bed, Fluttershy's eyes never leaving her. She gave Fluttershy a sultry smile and a wink before turning to face away from the bed and reaching behind herself to grasp the short zipper on the upper back of her dress.

As her fingertips took hold of the metal, however, she froze momentarily, the gravity of what she was about to do sinking in. In all of their time together, even back when the two had merely been the best of friends, she and her girlfriend had never seen each other in less than their underwear. Even in those rare instances when the two had seen one another in a dressing room, something had always kept the two from indulging themselves in the sight of each other's bodies, be it respect, professionalism, or just plain shyness. On that night, however, they no longer had any reason to hold back. On that night, the love of her life would be free to pore over every inch of her delicate body, free to stare and gawk to her heart's content.

The prospect sent a jolt of anxiety shooting through her already overworked heart. That would be the first time she had ever bared her body to her darling in such an intimate context, or to anyone else for that matter. As she slowly dragged the zipper open and grasped the shoulders of her dress, every little insecurity the teen had ever felt about her body came rushing back to her all at once. She was forced to wonder, not for the first time, if Fluttershy would like what she had to show her. No matter how satisfying her beloved would find her, however, she could not, and would not, back down. Even if her bubbling lust had not been compelling her onward, she would not have turned down the chance to share herself with Fluttershy, to show her how much she would be willing to do to please her, to show her how for she would go for the sake of their love.

She slowly slipped the dress off of her shoulders, one at a time, exposing the straps of the purple brassiere beneath. A carefully executed shrug caused the garment to lose its grip on her, gravity quickly pulling it down her body to fall at her feet. A sudden chill ran up her spine as the cool night air touched her bare flesh, although the reaction had much more to do with the unmistakable feeling of a pair of eyes boring into her back. She could feel that gaze on her skin as surely as if someone had been running a hand along her tender flesh, caressing and squeezing even her most private areas.

Trying her best to keep her breathing steady and her heart rate at something resembling a normal level, Rarity carefully reached behind herself once again, aiming for the clasp of her bra. Her dexterous hands, each one capable of easily unhooking such a garment on its own under normal circumstances, fumbled at the clasp, her shaky fingers feeling as numb and useless as sausages. Eventually, she did manage to accomplish her task, the bra loosening as its clasp came undone. Next came the straps, which she slid off of her shoulders one at a time, keeping her free hand pressed against her chest to keep the bra in place. When her hands, pressed firmly against the cups, were the only thing keeping it on her body, Rarity took a deep breath, then allowed it to slip through her fingers, falling to the floor alongside her dress.

It took a great force of will for Rarity to pry her hands away from her breasts, exposing the pretty pink nipples at their centers that were slowly rising to the occasion. Despite still facing the wall, being so exposed just a few feet away from her girlfriend was almost too much for her bear. Every ounce of girlish shame within her was screaming at her to cover herself, but that message was drowned out by a roaring chorus of womanly desire, commanding her to keep going. And so it was that Rarity tentatively reached for the panties still clinging to her hips, the little piece of fabric being the only thing separating her from complete and total exposure.

A little voice in her head told her that she ought to give her girlfriend a bit of a show as she removed her final undergarment, perhaps accentuating her wide hips as she finished stripping. Rarity, however, was far too mentally preoccupied to execute a suitably erotic performance in that moment. It was all the poor girl could do to maintain her balance as she hooked her thumbs into the panties and slowly slid them down and off of her hips. Her eyes scrunched shut as the slopes of her round cheeks were fully exposed, and shortly afterwards, the hot, aching spot between her legs. She bent at the waist as she continued to lower them down the length of those slender limbs, fully aware of the view she was undoubtedly presenting to the one behind her. By the time the panties had reached the floor and she had stepped out of her clothing, she could feel the heat radiating from her no-doubt scarlet face.

She slowly rose back up to her full height, standing as tall and proud as she could on her shaky legs. Her hands unconsciously moved to cover her most private place, feeling the smooth, silken skin of her mound, the picturesque little slit, already moist with her juices, and at the top of it, the sensitive little clit that made her shudder as her fingertips brushed up against it. Summoning her courage, Rarity pried her hands away and held them at her sides, ensuring that nothing would keep her girlfriend from looking wherever she wished. It took her several more moments, and several deep, calming breaths, before she was ready to finish what she had started.

Be brave...be brave for her.

Her eyes still shut tight, Rarity took one final, calming breath, then forced her stiff body to slowly turn around and face the bed. Never before in her life had she felt so exposed, so vulnerable, so completely and utterly naked, both physically and emotionally. The confident girl who could have strutted down a runway without breaking a sweat whilst hundreds of strangers watched her now felt that her heart might burst from the attention of just one person. She wasn't sure what she was expecting, be it a shocked gasp, a grunt of revulsion, or a politely tempered expression of disappointment, but she was expecting something at least. The bedroom, however, remained silent, a fact that quickly drove Rarity to the brink of madness as she stood there, listening to her throbbing heart. When she could bear the suspense no longer, she forced her heavy eyelids open, looking upon the face of her darling.

Of all of the many outcomes she had been imagining, none of them had come close to the sight that met her eyes as they tentatively creaked open. Fluttershy was sitting on the edge of the bed, facing her, her back ramrod straight and her legs dangling off the side. Her pretty little hands were resting at her sides, each one clasping a handful of her skirt, squeezing the fabric so tightly that they trembled. Those plump, pillowy thighs of hers squirmed subtly, but visibly, slowly rubbing against one another and quivering sporadically. Her ample chest rose and fell as huge, heavy breaths made their way in and out of her lungs.

Perhaps the most striking sight, however, was the look on Fluttershy's face: the most pure, unadulterated expression of awe that Rarity had ever seen on a person. Eyes as wide as saucers, a jaw hanging down to the floor, and cheeks redder than an entire garden's worth of roses. It was the sort of look a hungry puppy made upon having a fat, juicy steak held before its face. It was a look born from the sort of single-minded attention that could only be produced by raw, primal animal instinct, and it took only a single glimpse of those lustful eyes to guess exactly what sort of instincts might have taken that teenage girl in their clutches.

As the reality of what she was looking at slowly seeped in, smothering the swirling chaos in her mind with a soft blanket of relief, a long, shuddering sigh flowed from Rarity's lips. Her heart leaped so high that she could almost have laughed, but instead, she contented herself with grinning a grin dopey enough to match the expression on her girlfriend's face. The probing touch of that gaze, a touch she had felt throughout her ordeal, had a noticeably more pleasurable feel to it as it made its way up, down, and all around her, caressing her with all the gentleness and care she would expect from her darling. The fire burning in her loins swelled to a raging inferno as she realized just how much of an effect her body had had on the one she loved so much.

“Fluttershy,” said Rarity, her voice a breathy whisper. Fluttershy did not seem to notice, however, her gaze never rising above Rarity's shoulders. “Darling?” said Rarity, projecting her voice a bit more firmly, although with unchanged results. She chuckled softly at her adorably awestruck girlfriend, then slowly advanced towards her. Her bare feet padded across the soft carpet, bringing her within hugging distance of Fluttershy. The change in position did nothing to diminish her hold on her girlfriend; if anything, Fluttershy's eyes only widened further as Rarity's perky teardrops were held before her face.

“Fluttershy?” said Rarity, reaching out and placing a hand on the girl's cheek. Thankfully, her touch proved enough to finally snap Fluttershy out of her lust-induced trance. Fluttershy started a bit, as if waking from a dream, her body visibly relaxing and her eyes blinking rapidly. As her senses returned to her, Fluttershy's gaze slowly rose, taking in the face just as stunningly beautiful as the breasts she had been so absorbed in.

“Rar...Rarity?” Fluttershy whispered, her foggy mind recognizing the familiar loving smile on those lips.

Rarity reached up and placed her free hand on Fluttershy's other cheek, holding the girl's head in a gentle embrace. “Do you...do you like...what you see?” said Rarity.

Fluttershy had regained enough of her mental faculties to comprehend the words; however, she still lacked the ability to properly articulate the torrent of emotions coursing through her. She gulped, and her mouth trembled, as if she were trying to form words. When she could not express her feelings that way, her body responded on her behalf, nodding her head shakily.

While the sight of her darling had been enough to squelch most of her lingering anxieties, that confirmation was the final nail in the coffin. As she felt the last of that weight lifted from her shoulders, she was free to lose herself in the other intense feelings pumping through her hormone-filled body.

“Would you...like to touch?” said Rarity, her sweet, loving gaze showing a tinge of a much different kind of love.

An exuberant chorus of affirmations rang out in Fluttershy's mind, yearning to be heard, and yet the girl remained paralyzed, unable to even wipe the dumbstruck look off of her face. Thankfully, her body once again took matters into its own hands, nodding her head even more vigorously than before.

The ever-perceptive Rarity quickly recognized her girlfriend's dilemma, and was more than willing to help her work through it. She released Fluttershy's cheeks and reached down, taking hold of one of her hands. The touch drew Fluttershy's attention, and she quickly looked down to identify its source. As Rarity lifted Fluttershy's hand, slowly bringing it closer to her body, Fluttershy's wide eyes followed it, jumping back and forth between it and its soft, perky target. Fluttershy let out an adorable squeak as her skin drew closer and closer to Rarity's, the sheer thrill of the carnal act she was about to perform almost overwhelming her. As terrified as she was of the situation playing out, however, she did not dare try to stop it, her burning desire proving too strong to be denied.

And so it was, with the utmost care and reverence, that Rarity laid Fluttershy's delicate little hand squarely in the center of her right breast. As that warm, smooth, and unbelievably soft skin made contact with Fluttershy's palm, it sent a jolt shooting up her arm, then down into heart, spreading all the way down to her toes and all the way up to the top of her head. A shuddering, moaning sigh escaped her lips as her bottled-up emotions finally made their escape, dissipating throughout her needy little body. Her skin crawled in the most pleasurable way imaginable; it was as if she were stepping into a hot, steamy bubble bath, her tension and anxiety melting away in an instant, leaving her with only the ecstasy of that incredible touch.

“Rarity,” she breathed, looking up into the face of her love once again.

Rarity smiled down at her as she held Fluttershy's hand more firmly against herself, pressing those fingers into the malleable flesh of her breast. Fluttershy was hit with another intense wave of pleasure, eliciting a squeaking moan and forcing her eyes closed. Her frozen body having finally thawed, Fluttershy was more than capable of flexing her fingers, giving her girlfriend's breast a gentle, exploratory squeeze. Upon feeling those fingers sink deeply into her tender flesh and that soft palm depress the now rock-hard nub sitting beneath it, Rarity received her own moment of incredible pleasure, which drew out a soft moan from her lips and a drop of warm nectar from her other lips.

“Fluttershy,” she moaned, locking eyes with her.

For a long, silent moment, the two girls, the two girlfriends, the two lustful lovers stared at one another, each one seeing their own unquenchable thirst and insatiable hunger reflected in the eyes of the other. A positive feedback loop was created, the girls' respective desires growing greater and stronger as they each came to recognize the desires the other. As the pressure continued to build, those desires quickly took over both their minds and bodies, their hearts pounding, their limbs quivering, and their brains shorting out under the pressure. It was a veritable powder keg of barely restrained teenage lust, just waiting for one little spark to set it off.

That spark came in the form of Fluttershy, whose little heart could not bear the wait any longer, not when that which she had silently desired for so very long was within her grasp, literally and figuratively. After enduring more than its fair share of stress, her final strand of willpower snapped, the adorable little animal finally let off of its chain. She sprang into action immediately, reflexively even, lunging forward and wrapping her arms around Rarity's middle. As she pulled her beautiful, perfect girlfriend closer, she buried her pretty little face directly between the two perky pillows before her, as if they had been made for just that purpose.

Rarity started as Fluttershy pounced on her, although her reflexive shock was immediately overridden by a breathtaking surge of carnal pleasure unlike any she had ever felt before. Her eyes shot wide open and her loud, drawn-out moan filled the room as both of her breasts were simultaneously smooshed against Fluttershy's face. While the initial jolt did recede, it was quickly followed up by another, and another, and another, and then countless others, tossing her about on a stormy sea of ecstasy. The source of this pleasure was, of course, the girl who currently had her face buried deeply into her soft flesh, nuzzling and kissing it as needily as if her very life depended on it.

As she slowly acclimated to the nonstop roller-coaster ride, Rarity's body melted into the embrace. Her arms wrapped around Fluttershy's head, squeezing it tightly to ensure that she would not be going anywhere. Her own head lowered, and she rested her cheek on Fluttershy's crown, moaning softly as she nuzzled it. She closed her eyes and allowed herself to be swept away by the rising tide that was carrying her to newer and greater heights of bliss. Amongst the sounds of her own breathy moans and those of the plump, moist lips against her skin, she thought she could make out the muffled voice of her precious darling.

“I love you,” Fluttershy muttered frantically, her words barely intelligible. “I love you, love you, love you. I love, love, love you.” The lust-maddened girl's babbling continued unabated, always repeating some variation of the same message.

When her lips were not busy declaring her love for her girlfriend and her beautiful body, they were pressed against Rarity's skin, planting kisses on every inch of it she could reach. There were quick little pecks that fell upon Rarity like the patter of warm rain, and there were long, firm kisses planted deeply within her breasts like the roots of a tree. There were cute, loving smooches, like those the two exchanged in public, and there were wild, sloppy tongue kisses, the sight of which would have made even the lewdest of girls blush. It seemed that Fluttershy would not be satisfied until she had tasted, teased, and titillated the entirety of Rarity's perfect teardrops many times over, a mission that Rarity would not have dreamed of impeding.

In fact, even if she had wanted to stop Fluttershy, it is doubtful that she would have been able to, drunk as she was on the constant flow of pleasure coursing through her. It was fortunate that she was able to cling to her girlfriend for support, or else Rarity's quivering body might have given out and dropped her right down onto the floor. However, when Fluttershy's eager lips finally made their way to one of her perfectly round areolae, opening wide and taking it and its stiff little nipple deep inside of her hot, wet mouth, the resulting shock proved too much for Rarity's overstressed body. Howling in ecstasy, Rarity's knees buckled and she fell forward, sending both her and Fluttershy toppling harmlessly down onto the bed.

The two whimpering teens remained oblivious to their change in position, the only difference that registered in their minds being the increased pleasure that both of them felt as Rarity's weight sandwiched Fluttershy's head between breasts and mattress. As their bodies pressed together, the two of them reflexively raised their legs and wrapped them around each other as best they could, squeezing tightly. As Fluttershy continued to suckle at Rarity's nipples, treating each one of the pretty, pink nubs to a thorough tongue bath and a good, hard sucking, both girls writhed in ecstasy, their muscles twitching from the electricity pumping through them.

They rolled around on the bed, Fluttershy sometimes forcing Rarity onto her back in order to more effectively gorge herself, while at other times, Rarity wound up on top, smothering her girlfriend with her soft, feminine flesh. If either of them had a preference for position, they made no sign of it, the cacophony of moans, whimpers, squeaks, and slurred exclamations never diminishing. The two seemed perfectly content to let their bodies run on autopilot, squeezing every last drop of pleasure out of that wonderful moment that there was to be had. Fluttershy's hands made their way back to Rarity's front, seizing her breasts and squeezing them firmly as she continued to kiss and suck. Rarity, meanwhile, was running her fingers through Fluttershy's hair and stroking her back whilst planting her own smattering of kisses on Fluttershy's head.

Even if she had been in a mental state conducive to speaking in her normal, eloquent manner, Rarity would have struggled to describe the sheer, unbridled euphoria she was feeling. She had spent countless lonely nights imagining what that moment might be like, the moment she finally got to share her body with her darling Fluttershy. However, none of the dozens of elaborate fantasies that had run through her mind in that time could compare to the reality of it. Feeling those lips on her sensitive skin, hearing those adorable, needy moans, and breathing in that wonderful, feminine scent that clung to her lover's body were sensations that not even the vivid imagination of such an inspired young artist as her could have fully replicated. And yet, there was one detail of that priceless experience that she could still find it in her to take issue with: in all of her many fantasies, Fluttershy had been naked as well.

Overwhelmed as she had been by Fluttershy's surprise attack, Rarity had been willing to overlook the thin fabric barrier that still separated them. As her girlfriend's ministrations had stoked the fires of her lust to incredible heights, however, she began to resent the clothing that still clung to Fluttershy's beautiful body, just as she had her own a short while earlier. How dare that humble cloth try to keep her separated from the one she loved, she thought to herself. Her hands began to paw at those garments, but some stray bit of reason floating amongst the sea of lust filling her mind told her that, entwined as they were, those clothes would not come off without Fluttershy's assistance.

“Fluttershy,” whispered Rarity, the meek call drowned out by her own moaning. “Darling.”

When the ravenous little creature feasting on her breasts did not respond, Rarity cracked her eyes and looked down at her. She placed a hand beneath Fluttershy's chin and gently lifted it, forcing Fluttershy's head up far enough to reveal the top half of her face. Fluttershy stirred at the touch, turning her half-lidded eyes towards Rarity, although did not release the nipple currently held within her mouth.

“Darling, I...” Rarity began, trying to speak through the moans elicited by Fluttershy's soft tongue lapping at her sensitive little nub. “I want to...see you. I want to...touch you too.”

The words slowly filtered through the haze of lust clouding Fluttershy's mind, their meaning eventually registering. As the girl realized the implications of the request, the enthusiastic motions of her tongue slowed, soon grinding to a halt, and her dreamy eyes widened. For the first time in many long minutes, Fluttershy's lips left Rarity's skin and remained off, a thin strand of saliva the only thing maintaining the connection between them and their new favorite treat.

She should have anticipated that Rarity would eventually ask that of her, Fluttershy thought to herself. The sight, and subsequent touch, of her girlfriend's body had made her forget that the act of lovemaking generally required both parties to be undressed, at least to some extent. The shy girl had been perfectly content up to that point with their very one-sided arrangement, being able to see all that she had ever wished to see, while not having to expose herself at all. It was, of course, not selfishness that motivated these feelings, or some sort of kink, as some might have speculated, but something far more predictable.

The self-conscious teenage girl was very much aware of what she looked like, very much aware of what the girl she loved would find should she peek beneath her clothing. No slender, shapely legs sprouted from her hips, no teeny waist and toned stomach hid beneath her shirt, and no perfect, perky teardrops were cradled in her massive bra. All of those things Rarity had, and all of those things she did not. Rarity, her beautiful, amazing, wonderful girlfriend was the epitome of feminine beauty, from the top of her perfectly styled hair down to the tips of her polished toes, while she...wasn't, not in her mind at least. The idea that Rarity could look upon her body and not find her wanting was too much of a stretch of the imagination for her to accept.

“Rarity, I...” Fluttershy began, averting her gaze, “I don't...I don't know if I can...”

“Fluttershy,” said Rarity, “please.” Fluttershy heard the desperation in that voice even before she looked back at her and saw it reflected in those big, blue eyes of hers. “Please let me love you.”

She needed it, Fluttershy recognized at once. She needed it as much as she needed food or water or air. Fluttershy could see that need in those trembling lips, hear it in those shaky breaths, and feel it in the hands that still caressed her head. That need had consumed her, as much as her own need had consumed her. To leave that need unsatisfied, to deny the girl she loved more than anyone else in the world, it would have driven her mad; it would have driven them both mad. Fluttershy could only imagine the heartache Rarity would feel should she be denied again, just as she had been so many times before, and after they had already come so far together. To watch once again as she hid her dissatisfied heart behind a polite mask for her girlfriend's sake, that pain would have been more unbearable than that produced by any remark of revulsion.

“Rarity,” said Fluttershy, taking a deep breath and releasing it slowly. “Okay.” She smiled, in spite of her fear. “Okay.”

Rarity breathed a sigh of relief upon hearing that beautiful word, a smile quickly making its way onto her lips as well. Immediately, she grabbed Fluttershy's head and went in for a kiss, mashing her lips against Fluttershy's wildly and passionately. Fluttershy moaned into Rarity's mouth as she once again found herself on the receiving end of that deft tongue, which was moving with a vigor that she had never before felt it display. At the same time, Rarity rolled Fluttershy onto her back, pinning her down and taking her place on top of her. Fluttershy whimpered as she found herself forced into such a vulnerable position, a reality which both frightened her and excited her to no end.

As Rarity kept up the sloppy make-out session, her hands slowly descended, feeling their way down past Fluttershy's chin and neck. When they reached her chest, brushing against the two massive mounds of feminine flesh that resided there, they froze, but only for a moment. In her ravenous state, Rarity had to force herself not to immediately seize those big, beautiful breasts and roughly sink her fingers into them. Of course, the needs of her body could not, and would not, be denied, and so a compromise was enacted. Rarity's hands quickly slid over those mountainous mammaries, coming to rest when her palms found the cups of the bra beneath the thin shirt. She splayed her fingers out across their surfaces, and as firmly as she dared, gave them a good, hard squeeze.

Fluttershy let loose a long, whimpering moan into Rarity's mouth as the pleasure of that touch rushed from her chest to her brain, making her eyes roll back. While the ecstasy of having her tender breasts handled in that manner for the first time was the high point of the evening so far for her, Rarity was not nearly so pleased, and knew she wouldn't be until she unwrapped those two big, round presents. And so, those grabby hands abandoned their ultimate goals, temporarily of course, and resumed their journey downward, making for the bottom of Fluttershy's shirt. As they descended, so to did Rarity's lips, which parted from Fluttershy's and moved downwards as well, leaving a trail of kisses on Fluttershy's skin as they traveled.

Just as those hands found the spot where shirt met skirt, those lips felt the unmistakable touch of soft, warm breastflesh. Unable to wait for the reveal, Rarity pressed her face into the generous amount of that flesh that she could feel escaping the bra, nuzzling it eagerly. With her mouth no longer muffled by her girlfriend's lips, Fluttershy was free to fill the bedroom with the sounds of pleasure as she reveled in Rarity's touch. Even through the thin cotton of her shirt, the feeling of Rarity's soft lips pressing into her breasts was the most heavenly sensation she had ever experienced. She had no way of knowing, of course, that she would be moving that goalpost several times as the night went on.

Her need for Flutterflesh temporarily satiated, Rarity managed to pull herself away from those breasts, but swore to return to them as soon as she could. She continued to crawl down Fluttershy's body, soon bringing her face to Fluttershy's waist, where her hands had already begun to peel back the fabric that concealed her tummy. Fluttershy watched intently as Rarity prepared to disrobe her, her anxieties flaring back up again. As much as the prospect of being stripped, exposed, bared before her lover terrified her, it also set a fire in her loins that she could not hope to ignore. As difficult as it would have been for her to speak the words aloud, Fluttershy wanted that; she wanted Rarity to look upon her, for better or worse, and wanted her to do much more than that as well.

Rarity, predictably, did not share her girlfriend's apprehension, eagerly rolling back Fluttershy's shirt, one inch at a time. A giddy smile appeared on her lips as the first inch of Fluttershy's tummy was exposed, her mouth watering at the sight. The shirt continued to rise, the fabric soon passing over Fluttershy's belly button, then continuing right onward. Rarity's breathing grew heavier as that vast expanse of skin came into view, every tantalizing inch calling to her, beckoning to her, begging her to have her way with it. By the time the shirt reached the bottom of Fluttershy's breasts, Rarity felt that she could no longer wait to indulge herself, and so released it and made a grab for that beautiful belly.

Her fingers quickly found Fluttershy's love handles, sinking into the plush flesh and squeezing firmly, but gently. Rarity let out a sigh as the thrill of that heavenly touch hit her. It felt just as she had always imagined it would, she thought; better in fact. Even the mere sight of that wide waist that gradually curved inwards from her even wider hips, giving the girl a beautiful bottom-heavy figure, was enough to enthrall her. No flat, toned stomach was to be found there on her middle; she was too good for that, Rarity thought. No, Fluttershy was of that rare, blessed breed of girl whose bodies were not afraid to be so unabashedly, unapologetically womanly. Small, trim tummies were for girls like her, Rarity thought, girls who could never hope to pull off such a voluptuous figure, but Fluttershy was no mere girl, she was a woman, and had a woman's body.

The feel of that flesh on her fingers was so magnificent that it was only natural that Rarity close her eyes and bury her face directly into it. The thick layer of delicious feminine chubbiness that covered her belly felt as warm and as soft as any pillow Rarity had ever rested her cheeks on, and incomparably enjoyable to feel on her skin. She quickly lost herself in its expanse, gleefully nuzzling it, kissing it, and running her tongue over it. The sweet chorus of whimpers and moans that filled her ears only egged her on, encouraging her to bring the full force of her plump lips, her slippery tongue, and her soft fingers to bear on that tender flesh. As she slowly twirled her tongue around the inner circumference of Fluttershy's belly button, she gazed up at her through half-lidded eyes, watching in delight as her face contorted in ecstasy.

In the absence of any additional distractions, Rarity probably could have stayed like that, loving that womanly belly all night long. Of course, there were two things that attracted the horny teen's attention even more than that belly, two big, soft, round things that made their presence known every time she gazed up at her girlfriend through the cavernous valley between them. Those big, beautiful breasts were still occupying a very large place in the back of Rarity's mind, their subtle jiggling caused by Fluttershy's squirming only further drawing her attention. When the desire to see those breasts laid bare for her viewing pleasure proved too great, Rarity abandoned Fluttershy's belly, her hands running up her sides and her lips following closely behind, kissing their way upwards.

She stopped as she reached the bottom of Fluttershy's rolled-up shirt, which rested at the base of the twin mountains that rose up from her chest. Rarity stared at them, watching them rise and fall with Fluttershy's heavy breaths, her face so close that she could have puckered her lips and placed a kiss on their surfaces. Her hands grasped the shirt and slowly pushed it up and over the steep slopes before her, her eyes drinking in the sight of what it concealed. The first thing she saw was the creamy color of the heavy bra that did its best to contain its sizable cargo. Such a plain, innocent choice of covering as that bra might have evoked thoughts of purity and girlishness under certain circumstances, but it was for that same reason that it filled Rarity's mind with a flurry of perverse thoughts to look upon it.

As the shirt reached the crests of those mountains and began its descent down the far sides, the real treasure was revealed, rising like a pair of bright yellow suns over an off-white horizon. The instant she had pushed Fluttershy's shirt into the girl's underarms, revealing the last little bit of them that there was to be seen, Rarity stopped, gazing in awe down at them. Even mostly covered as they were, those breasts were still easily capable of taking Rarity's breath away. The way that flawless yellow flesh peeked up over those cups teased her unbearably; it was as if it were presenting her with a small sample of the vast treasure trove still waiting to be uncovered. Like the explorers of old, Rarity knew immediately that she would not be satisfied until she had seen all there was to be seen, tasted all there was to be tasted, and touched all there was to be touched.

As she prepared to finish stripping that beautiful torso of its coverings, Rarity looked up at the equally beautiful face directly above it. Fluttershy was staring down at her, her gaze as focused on Rarity as Rarity's had been on her a moment prior. As the two locked eyes, Rarity crawled forward, bringing herself up to eye level with her. She could see as clear as day that there was fear in those eyes, embarrassment on those cheeks, and anxiety in those lips. However, the trembling of that plump, feminine mouth did not prevent Rarity from seeing it stretch and squeeze, silently mouthing a message that she heard as loud and clear as a trumpet blast.

Don't stop.

Rarity needed no further encouragement. She quickly leaned in, meeting those lips with her own and letting her tongue slip between them. As the two shared another in a long line of passionate kisses, Rarity grabbed Fluttershy's shirt and continued to work it up her body. Fluttershy dutifully raised her arms above her head, allowing the garment to slide over her shoulders and head. Their lips parted for half a second as the shirt passed between their faces, but as soon as the obstruction had gone, they came back together again, their passion none diminished for the brief interruption. It did not take long for the shirt to finish its trip up Fluttershy's arms, whereupon Rarity snatched it up and tossed it onto the floor to join her own clothing.

Fluttershy brought her arms back down and grasped Rarity's head with both hands, holding her firmly as they kissed. Rarity's hands, however, quickly made their way down to Fluttershy's shoulders, then ran down to her sides, then slipped underneath her, eagerly making for the clasp of her bra. Fluttershy arched her back to allow Rarity easier access, which had the unintended, but not unwelcome side effect of smooshing their breasts together, the resulting pleasure making both of them moan. Fueled by her burning lust and renewed confidence, Rarity's practiced hands made short work of the clasp, then pulled the straps off of Fluttershy's shoulders.

Fluttershy gasped as she realized that the moment she had been anticipating had finally come, her lips breaking contact with Rarity's. Rarity fixed her in a half-lidded gaze; Fluttershy stared back, mesmerized by those hypnotic eyes. At Rarity's silent command, Fluttershy slowly slid her arms up and out of her bra straps, surrendering the undergarment to her girlfriend's control. Perfectly willing to make use of that control, Rarity slowly descended, bringing herself to eye level with Fluttershy's breasts once again. Unstrapped from her body, the bra sat so loosely atop those heaving breasts that it seemed an errant breath might blow it away. Rarity slipped a finger under one of the cups, slowly drawing it along its top edge. The adorably erotic whimper Fluttershy produced upon feeling Rarity's polished fingertip make contact with her untouched flesh broke what little remained of Rarity's self-restraint, and with a lustful growl, Rarity took hold of the bra and yanked it off of Fluttershy's body, tossing it onto the growing pile of clothes on the bedroom floor.

Just as stepping out of darkness and into the light of day will blind one's eyes, so too was Rarity blinded by the radiance of the two big, yellow suns before her. She lied there, unmoving and unblinking, as her eyes and brain slowly processed the stunning sight just a few short inches from her face. As the vast expanse of plump, rounded flesh came into focus, her heart beat harder and faster in her chest, and she felt a shiver of pleasure pass through her, traveling from her head down to her feet. She gulped, trying to clear the saliva from her rapidly watering mouth. When she had become accustomed enough to those breasts' overwhelming presence, Rarity managed to take control of her hands and slowly reach forward.

On an intellectual level, she had always known how big those breasts were, having designed clothing for the girl on many occasions, but a mere number could never have painted a better picture than the one she was now seeing with her own eyes. They were huge. Jaw-droppingly, lip-bitingly, hip-buckingly massive. They were big enough to put those of any girl she knew to shame, and those of most of the women she knew as well. They made her own respectable pair look like mosquito bites by comparison. As a designer, as a girl, and as a thinking, breathing person, she marveled at how all of that beautiful flesh could have possibly been constrained in that seemingly insufficient undergarment. She resolved to find out.

Slowly, tentatively, as if she were worried she might damage that delicate skin, she pressed the tips of her fingers against those breasts. Fluttershy felt a tingle run up her spine, and she bit her lip to muffle her whimper. Growing ever bolder, Rarity then pressed her palms against those breasts, cupping one in each hand and giving them both an exploratory squeeze. This time, Fluttershy could not hope to stifle the whimpering moan as she felt her virgin breasts fondled for the first time. The toe-curling pleasure that arced through her body only increased as Rarity gently played with her breasts, caressing them, squeezing them, smooshing them together only to pull them apart again. Every inch of them, from their bases to the tips of their thick, round, pink nipples was a source of unbelievable sexual awe for Rarity.

So big were those bountiful breasts that they could not help but sag a bit whenever Rarity released them, but even when gravity pulled them off towards the side, they still held their shape remarkably well. Besides, Rarity could not complain about being able to watch all of that flesh jiggle as it settled back into its resting position, waiting for her to take hold of it and mold it into perfect hemispheres once again. It was as she was doing this, smooshing them together to create an unparalleled canyon of cleavage, that Rarity broke down and pressed her whole face deep into that valley, surrounding herself in their comforting embrace. As Rarity proceeded to smother herself in her girlfriend's flesh, happily whimpering as she nuzzled and kissed it, Fluttershy reached up and grasped Rarity's head, pressing her even deeper into her depths.

Fluttershy had spent many long, wonderful, pleasurable minutes indulging in her girlfriend's chest; Rarity intended to pay her back twice over. Rarity proceeded to worship those monuments to womanhood with as much fervor as she herself had been worshiped, the difference being that Rarity was able to bring her superior manual dexterity to bear in her loving assault, in addition to matching Fluttershy's ravenous hunger. Both girls quickly lost themselves in pleasure as Rarity placed long, slow licks on Fluttershy's skin, drew circles around her large areolae with her tongue, and pressed her full lips against her thick nipples, giving each nub a firm kiss. She took those nipples into her mouth one by one, treating each one to a varied regimen consisting of quick flicks of the tongue, long, firm licks, and every other technique the inexperienced, yet eager girl could think to employ.

Rarity's teasing pushed Fluttershy deeper and deeper into the depths of her own burning lust, her body venting the building pressure through squirming feet, rapid breaths, and fingers that desperately stroked Rarity's scalp. When Rarity spread her fingers wide and gave both of her breasts a nice, firm squeeze, the soft flesh squishing through those fingers like pastry dough, Fluttershy's hips reflexively bucked against Rarity's stomach and she let out an adorable squeak. Rarity felt the movements of that needy body, which only grew more frequent and more intense as the minutes dragged on, and realized that her precious darling still needed more from her. Those bucking hips were trying to entice her to touch someplace else, a place that she herself could hardly wait to get a feel of.

Leaving her mouth behind to get in just a few more moments of suckling, Rarity sent her hands down to Fluttershy's hips, where the girl's skirt still clung to her snugly. She quickly slipped her fingers under the waistline of the garment and pulled it down, working it off Fluttershy's hips as best she could. Fluttershy, too consumed by desire to even think about being modest, raised her hips up to allow her girlfriend to more easily strip her. When she had finished sliding the skirt over Fluttershy's plump posterior, bringing it down to her thighs, Rarity slowly drew back her head from the breast she was sucking on, pulling the breast high up until the suction of her lips broke with an loud pop, the moist breastflesh falling back down and jiggling back into its resting position.

Rarity quickly pushed herself up into a kneeling position between Fluttershy's legs, allowing her to look down and survey her girlfriend's lower half. With the skirt now wrapped around Fluttershy's thighs, there was nothing to keep Rarity from seeing the erotically innocent pair of plain white panties she wore. As Rarity gazed down at the sheer fabric of the undergarment, she saw the prominent outline of the priceless treasure it concealed, and the small, but noticeable wet spot staining it. Rarity, that hungry lioness, licked her lips as she quickly finished yanking Fluttershy's skirt down and off of her, Fluttershy submissively lifting her legs to assist.

With that plump little gazelle's vulnerable lower half almost completely bare, Rarity pounced on her yet again, lowering her face to her thighs and diving right into that thick, juicy flesh. Long had Rarity dreamed of so brazenly touching those womanly legs, those tantalizing limbs being as plump and soft as every other part of her voluptuous body. Fluttershy could not have denied that she too desired that touch, her quivering moans filling the room as Rarity nuzzled and kissed her way down those luscious limbs, jumping back and forth between them to ensure that neither was left out.

It wasn't long before Rarity had passed Fluttershy's knees and arrived at her curvy calves, which were still covered by her long, white socks. Rarity carefully took the top of one of those socks between her teeth, then looked up at Fluttershy, meeting her needy gaze. She slowly pulled the sock down Fluttershy's leg, never breaking eye contact with her little darling. The sock slid over Fluttershy's ankle, then her heel, then her sole, then the ball of her foot, and finally, over her toes, which wriggled as they were freed from their soft prison. Rarity tossed the sock down onto the floor, then turned her attention to the tender flesh of that soft, sweaty foot. She stuck out her tongue and placed it against that smooth heel, slowly licking her way up the sole and all the way to Fluttershy's plump little toes. She gave each one of those digits a long, wet smooch, each touch sending a quiver of delight shooting up Fluttershy's leg.

Rarity continued her exploration of Fluttershy's extremities by moving over to her other foot, giving it the exact same treatment she had the first one. Those tender little tootsies were not quite as slender or petite as her own, but their plump, rounded shape and their incredible softness made them incomparably superior in Rarity's mind. Additionally, they possessed a certain other quality to them, one which only Fluttershy's closest friends and family were aware of, and one which only Rarity was allowed to indulge in. Grinning deviously, Rarity pressed the tip of a finger against each sole, then rapidly stroked them up and down. The surprise tickling had the desired effect on Fluttershy, who, despite the arousal plastered all over her face, couldn't help but break into a short, but intense fit of giggles. Rarity did not press her assault, however, as she knew they were both in the mood for much less platonic stimulation.

Releasing Fluttershy's feet, Rarity slowly crawled forward between her legs, her eyes locked on the tiny scrap of fabric still to be found there. She got right up next to it, bringing her face within inches of the damp panties, close enough that she could feel the intense heat radiating from the flesh beneath. Rarity hovered at the edge of that precipice, that final barrier, the last thing keeping the two of them from sharing their bodies with each other, wholly and completely. The burning in her loins compelled her to keep going, but through it all, the gravity of the situation still weighed heavily on her. She looked up, meeting the gaze of her darling one last time before taking the plunge.

Fluttershy, of course, felt the weight of that moment even more than Rarity did. Baring her breasts to her girlfriend had been a nerve-wracking experience, and even with Rarity's loving response to them, the thought of sharing an even more private part of her body filled her with a correspondingly more intense sense of dread. She knew what her girlfriend would find between her legs: nothing even close to the smooth, pretty, picturesque womanhood that Rarity had blessed her with the sight of. If there were any part of her body that her girlfriend would find disappointment in, she thought, it would be that. Still, she did not waver, even as Rarity turned her bedroom eyes on her. After Rarity had been so generous with her body, Fluttershy could not bring herself to be selfish with her own. Her wonderful, beautiful, amazing girlfriend deserved to see her, deserved to see all of her; she just hoped her heart could take it.

Rarity gazed lovingly into those eyes, seeing clearly both the fear and the desire within them. She waited for a moment, then for another, watching for even the slightest sign that she needed to stop where she was, a sign that never came. Her heavy head slowly dipped, lowering her gaze back down to Fluttershy's panties. She slowly reached out, her trembling fingers grasping the undergarment at both sides of Fluttershy's huge, motherly hips. She closed her eyes, drew in a long breath, exhaled, then slowly pulled the panties downward. She kept going until she felt them slide off of Fluttershy's butt and down to her thighs, just beneath Rarity's chin. The world, along with Fluttershy, held its breath as Rarity finished gathering her courage, then opened her eyes.

The sight of Fluttershy's breasts had been enough to take Rarity's breath away; the sight of what lay beneath those plain, unassuming panties was enough to stop her heart, send her floating up to heaven, then yank her back down into her horny teenage body, all in the span of an instant. Sitting pretty right between those thick thighs was the most beautiful, most stunning, most unbelievably sexy little pussy Rarity had ever laid eyes on. While the inexperienced girl lacked the perspective to make that compliment truly meaningful, she had no doubt in her heart that, even should she share a bed with a thousand other women, she would never find a more perfect symbol of femininity than the one she now gazed upon.

A pair of thick, puffy lips rose up from the surface of Fluttershy's flesh, their majesty surpassing that of the grandest mountains. Between those tightly pursed lips, Rarity could just make out a hint of the pretty pink petals that had already leaked a significant amount of their sweet nectar out onto the surrounding skin, making it glisten in the soft light. Following that long slit all the way up, she found a pretty little clit nestled adorably between the prominent flesh around it. Surrounding that tantalizing womanhood was a small patch of downy fuzz of the same girlish pink coloration as her hair, the patch trimmed in a modest fashion.

It was greater than Rarity ever could have imagined, but in hindsight, exactly what she should have expected from such a paragon of femininity as her darling Fluttershy. A shaky sigh flowed from her smiling lips as she felt a renewed warmth radiate through her body, enveloping her like a soft, warm blanket. She felt the strength drain from her muscles, and her head fell, sending her plunging face-first into the soft, juicy flesh before her. The tender touch of Rarity's soft lips on Fluttershy's sent a quiver of pleasure shooting through them both, the girls clamping their eyes shut and allowing their soft whimpers to convey their shared euphoria.

There was no finesse in Rarity's ministrations, no finely controlled motions, no attempts to hold herself back as she buried her face into Fluttershy's pussy. She needily rubbed her cheeks against that plump, warm flesh, lapped at those dripping lips, and ran her fingers through that soft hair. Her touch never ceased; she wouldn't allow it to, not even as Fluttershy's hips bucked, her legs squirmed, and her squeals grew to thunderous volumes. Within moments, Rarity had fallen in love with her darling all over again, the priceless sensations that body provided becoming as integral a part of Rarity's life as the sight of that pink hair flowing in the breeze, those blue-green eyes sparkling with delight, and those full lips whispering “I love you”.

She was addicted to it, but she didn't care one bit. If she had her way, she would gladly have spent the rest of her life right there in that spot, planting a smattering of kisses on those big, beautiful lips, slurping down every drop of liquid love they provided, and filling her lungs with that smell, that heady, unignorable scent that proudly proclaimed to the world that the one who wore it was a woman, truly and undeniably. Rarity was beyond willing to worship that precious spot, worship every spot on Fluttershy's divine form, in fact. Fluttershy's was a body built for love, built for lust, built for pleasure, both receiving and providing it, and Rarity had much more than half a mind to use it for both of those purposes.

These were the thoughts that floated through Rarity's lust-melted brain as she softly stroked that slit and gently ran the tip of her tongue over that little clit. Even as her lips, her fingers, and her ears were treated to the sweet sensations her darling's body provided, the rest of her body grew jealously needy. She wanted to experience Fluttershy's love on every inch of herself, from her tender breasts, to her squirming legs, to her own sopping-wet pussy. Most important of all, she wanted Fluttershy to experience her love on every inch of her body as well.

“Fluttershy,” Rarity whimpered, her face never breaking contact with Fluttershy's flesh. “Flutter...shy. Darling.” She cracked her eyes, peering up past Fluttershy's mound, across her belly, between her mountainous breasts, all the way up to her flushed face.

Despite the cacophony of erotic noises created by both girls, Rarity's weak call seemed to make its way to Fluttershy's ear; either that, or Fluttershy instinctively recognized her lover's need. Forcing her heavy eyelids open, Fluttershy tilted her head downward, lowering her lustful gaze to meet with that of her girlfriend. “Rar...Rari...Rarity,” she said, forcing the word out through her constant stream of moans.

“I...I want...I want to...I need to...” Rarity panted, her trembling lips stumbling over the words. She didn't need to finish; she could see Fluttershy's response written all over her face.

I need it too.

Rarity could feel the hot, bubbling lust that had been gradually filling her heart throughout that glorious evening, feel it filling her up, swelling her like air in a balloon. With every passing second, the pressure further increased, to the point where she felt that even the slightest disturbance could have broken her, bursting her open and allowing all of that built-up energy to vent itself through the most convenient outlet. Her mind would snap, her body would be consumed, and she would lose herself in a wild frenzy that only one thing in the whole world could satiate. That is what she felt would happen; that is what she knew would happen.

And that is exactly what did happen.

It happened so quickly that she did not even realize that it had happened. One moment, she was merely a poor little girl, consumed by her love for her precious darling; the next, she was a woman, in the purest, basest, most carnal sense of the word. That woman felt the strength, the ferocity, and the unquenchable energy born from the most primal of needs take hold of her, burning its way into every muscle, every fiber of her body. The roar of that lioness echoed throughout the room as her hand darted to the panties beneath her, grasped them in an iron grip, and, with one mighty pull, yanked them all the way down Fluttershy's curvaceous legs, past her adorable feet, and then off her body entirely. She held the damp cotton trophy aloft for a second, then threw it down onto the floor, where it came to rest on top of her own discarded undergarments.

As soon as her prey was disrobed and defenseless, Rarity pounced, scrambling upwards and throwing her slender body down onto Fluttershy's not-quite-as-slender form. With uncharacteristic strength and speed, Fluttershy reached out and took hold of Rarity, just as Rarity grabbed hold of her. As their bodies came together, the two girls wrapped their arms around each other, squeezing each other as if they had been parted for years. Hips met hips, belly met belly, and breasts met breasts, two pairs of rock-hard nipples kissing as they were forcefully pressed together. The resulting pleasure shot through them both like lighting, making them quiver and release a pair of breathy moans.

The two locked eyes, staring into each other's hearts for the briefest of moments before some invisible force pushed their faces together, their trembling lips colliding in the most needy kiss the two had ever shared. Their tongues wrestled between them, swirling and twirling around each other's mouths, tasting every inch of each other's hot, wet skin. At the same time, their limbs commenced a grapple of their own, both arms and legs reaching out in an attempt to grab hold of they flesh they craved. Each girl's aching pussy was firmly pressed against the soft, warm flesh of the other's thigh, the simultaneous impact provoking a slew of muffled vocalizations and the rapid, reflexive bucking of their hips.

Even as they were inundated with mind-melting pleasure, their bodies compelled them onwards, forcing them to seek out more. Hands jumped up, down, and all around, caressing backs, running through hair, and squeezing handfuls of soft flesh wherever it was to be found. Legs rubbed against each other and ground into dripping honeypots, the smooth skin soon becoming drenched with their juices. Toes curled, breasts jiggled, and hips collided again and again, their desperate humping fueled by a thousand generations worth of sexual instinct hardwired into their very beings. An entire orchestra of varied sounds filled the room, including the countless squeaks, moans, and whimpers that they released into each other's mouths, the dull slapping of flesh against soft, feminine flesh, and the rhythmic creaking of the bed beneath them.

The two writhed in the ecstasy of each other's touches, their squirming bodies rolling around the bed wherever they chose to go. They hardly would have cared where they were, even if they had taken note of their wandering. They probably could have rolled right off of the bed and down onto the floor without either of them waking from the lustful trance they had snared each other in. The only thought that permeated the thick haze that smothered their minds was their unflinching, unrelenting desire to hold each other, to touch each other, to feel every inch of each other at once. So tightly did their embrace bind their bodies together that they might as well have been one single mass of plump, juicy, hot, moist, quivering, trembling, moaning flesh, rather than two distinct people.

They wouldn't have had it any other way. After so long, after coming so far together, they finally had each other, wholly and completely. They had each other's hearts, they had each other's minds, and they had each other's bodies, and they had every intention to use those bodies to the fullest. Those love-crazed, lust-filled teens wouldn't stop until they had kissed, caressed, squeezed, stroked, and humped every ounce of love they had to give into each other's bodies. They would not cease until they had reduced each other to hot, sweaty, drooling messes, even if the bed gave out beneath them and the roof crashed down on their heads.

Each blissful second that passed brought the two closer to that goal. Every moment brought with it a new touch, a new sensation, a new surge of pleasure that built upon those that had come before it, the countless waves gradually building into a tsunami. They could see it coming; they could feel the heat and the pressure mounting, fast approaching the point where they would be powerless to stop it, or even to avoid it. That didn't stop them though; if anything, the approach of that precipice, of that unexplored frontier only invigorated them, the two grinding their dripping pussies against each other with a terrifying fervor. Despite the fear that came with that great unknown, they rushed headlong towards it, hand-in-hand, side-by-side.

Sensing their approach, the two went into overdrive, each one pushing the other towards the finish line as quickly and as forcefully as they could. They pawed at each other's breasts, taking each other's nipples between their fingertips and squeezing firmly, but gently. They grabbed handfuls of each other's soft, round butts, sinking their fingers into the plush flesh they found there. Their hips collided with machine-like speed and power, the two lovingly pounding each other's bodies into submission. Their legs kicked and their feet squirmed, their toes alternatively flexing and scrunching. They fought to keep their lips and tongues in contact, even as their heaving breaths forced them apart and their vocalizations reached their crescendo. Those two maddened lovers did not back down once inch, however, not even as they reached their peaks and, without an instant of hesitation, threw themselves right into their shared climax.

As one, their overstressed dams finally broke, releasing all of their built-up sexual energy in one great flood that swept through their minds and bodies. Two sopping-wet pussies clenched with the strength of vices as they gushed rivers of hot, wet love. Two pairs of arms and two pairs of legs tightened, squeezing soft flesh in their death grips. Two nubile bodies spasmed violently, their every muscle set alight by the electricity arcing through them. Two sets of toes curled and two soft, round butts clenched. Two mouths were locked in a deep kiss, too paralyzed to pull apart. Two throats belted long, unending screams that rose and fell with every new surge of ecstasy. Two brains were fried by the sheer power released in that explosive moment. Two loving hearts beat as one, each pumping at mach speed in order to add more fuel to that wild blaze.

No matter how powerful that moment might have been, however, no matter how great were the wills behind it, no matter how much raw, primal energy fueled it, it could not last forever. The two souls lost in that stormy sea, tossed about like flotsam in the crashing waves, soon felt the winds grow calmer and the waters more gentle, despite their desperate effort to milk that moment for every drop of pure bliss it could provide. They continued to cling to one another as they reveled in the last few surges that coursed through them, each one weaker than the last. It wasn't long before those two washed up on the shore, their spent bodies gently deposited onto soft, warm sand, with the cool, gentle waters of their afterglow lapping at their skin.

As her melted brain matter slowly re-solidified, Rarity's senses gradually returned to her. She felt hot, sweaty flesh pressed against her skin from toe to head. She heard the rhythmic heaving of air in and out of two mouths, and two sets of soft, quivering moans. She smelled the scent of sweat, and of strawberries, and of something new to her nose: the harsh, permeating odor of hot, wet sex, that musk so thick in the air that she could taste it on her tongue. Deep down, in the core of her weary heart, she could also feel a powerful sense of contentment, of bliss, of complete and utter satisfaction, unlike any she had ever felt before.

She gently flexed her fingers, feeling the broad, smooth flesh of a back in one hand, and long, silken hair in the other. She attempted to move, to force some life back into her limp limbs, but even her tiniest motions triggered reflexive quivers that rippled across her skin, diffusing into the body she realized she was lying on top of. She could feel the weight of heavy limbs resting on top of her, still holding on despite everything they had just been through. Her eyelids were as heavy as bricks, but Rarity managed to force them open a crack and look downward.

As her blurry vision focused, she was able to make out the angelic face pressed against hers, see those perfect features and flawless skin drenched in sweat and colored slightly redder than was normal. Their mouths were awkwardly pressed together, the seal of their kiss having broken at some point as their bodies sucked in much-needed air. Rarity could feel that warm, moist air flowing from Fluttershy's mouth, caressing her lips as it made its way into her own mouth and down her throat. She smiled a weak smile at the sight of her darling, her girlfriend, and now, as she realized, her lover. Despite her incredible weariness, Rarity could not help but stretch out her lips and press them against Fluttershy's, the touch too weak to even be called a kiss, merely a gentle reminder of her presence.

The touch seemed to have an effect on the exhausted girl, especially when it was followed up by several more nuzzles on her lips and nose. Fluttershy's lips slowly moved, instinctively responding to the familiar touch, reaching out and placing not-kisses of her own on Rarity's face. Rarity heard her swallow and felt the body beneath her begin to stretch and stir as her own had done. Their soft skin lightly rubbed together, treating them to tiny aftershocks of goosebump-inducing pleasure. Fluttershy's eyelids quivered, then flexed, then slowly fluttered open, revealing those beautiful blue-green eyes once again.

For all the times she had stared into those eyes, Rarity could not recall them ever sparkling so brightly as they did then. There was a fire burning in those eyes, not the fire of a passionate evening of lust, but an eternal flame that blazed in her heart every hour of every day. It was her inner strength she saw there, her inner beauty; it was the confident, courageous woman Rarity knew she was, deep down, a woman who was all-too-often hidden behind girlish fear. With her practiced eye, Rarity had never had trouble seeing that part of her, even with it buried so deeply, but in that moment, she doubted anyone could have failed to see her for what she was. Even with her limp body drenched in sweat, her beautiful hair reduced to a tangled mess, she was still the most stunning woman she had ever laid eyes on.

“Are you...are you alright?” breathed Rarity, part of her worried that the miraculous vision she saw before her might vanish at a moment's notice, leaving behind the timid little girl everyone else saw her as.

Fluttershy's lips stretched into a smile to mirror hers. “Never better,” she whispered, and Rarity could tell that there was not a hint of hyperbole in that statement.

Rarity moved her hand to Fluttershy's cheek, lightly stroking it as she puckered her lips and gave her a proper smooch. As those lips retracted, a tiny worry wormed its way into Rarity's mind, and they slumped into a concerned frown. “Were you...were you...scared?” she asked.

Fluttershy seemed to ponder the question for a moment, but just when Rarity was beginning to fear she had ruined her darling's moment of strength, she saw Fluttershy's smile grow wider, and those brilliant eyes of hers shine. “I was terrified,” said Fluttershy.

A moment of silence passed, broken when an unexpected giggle squeaked its way out of Fluttershy's mouth. The little chortle did not fade away, instead growing louder and heartier with every passing second. So caught off guard was Rarity by this outburst of mirth that she could not help but join in, adding her own giggle of relief to the mix. The two closed their eyes and nuzzled their faces together as they allowed their laughter to carry them away. As their bodies squirmed, Rarity slowly slid off of Fluttershy, rolling down onto the bed next to her. The two did not allow themselves to be completely separated, however, entwining their legs, grasping each other's hands, and turning to face each other. Their laughter eventually faded, the two staring into each other's eyes once again.

“Thank you,” whispered Fluttershy. “Thank you for...helping me.”

Rarity raised one of Fluttershy's hands to her mouth, placing a gentle kiss on the girl's fingers. “Thank you for letting me,” she whispered back.

A few moments of blissful silence passed as the two booped their noses together and caressed each other with their feet. “What do we do now?” Fluttershy asked eventually.

“What do you want to do now?” replied Rarity.

“Can we...snuggle some more?” asked Fluttershy, a hint of her adorable sheepishness creeping back into her voice.

Rarity chuckled softly. “That sounds like a marvelous idea,” said Rarity.

Summoning what little strength she still had left in her ragdoll of a body, Rarity managed to slowly crawl her way up the bed, pulling Fluttershy along with her. Rarity collapsed back down onto the mattress with her head resting on one of her plush pillows. When Fluttershy reached her, she flopped down at her side, snuggling up to her and resting her head on Rarity's shoulder. Rarity took hold of the bedding beneath them, and with a good amount of wriggling on their parts, managed to get the sheets and blankets up and over them. The cool fabric felt heavenly on their warm skin as they retreated beneath it, embracing each other with both arms and legs.

“You're not going to want to...finish that movie...are you?” said Rarity, almost afraid to ask.

Fluttershy chuckled softly as she settled in, closing her eyes and nuzzling Rarity's neck. “I think Miss Fuzzytail can wait until next time,” she said.

“Is there...anything else you'd like to do...next time?” said Rarity.

“Maybe,” said Fluttershy, cracking her eyes and looking up at Rarity, “but only if you're there to do it with me.”

Rarity leaned in and pressed her lips against Fluttershy's. “There's nowhere I'd rather be,” she whispered as they parted again.

As she watched Fluttershy's eyes droop closed, Rarity though to herself how true that statement was. No matter what trials the two of them might face, no matter what fears might lurk in the depths of their hearts, she would have gladly faced all of them, so long as she had her precious darling by her side. So long as she had her, nothing else mattered, because if there was one thing that could be said about Rarity, it was that she sure did love dresses...but she loved Fluttershy even more.