A Most Magnificent Movie Night

by Starswirl the Beardless

Rating: mature
Tags: Slice of Life, Sex, Fluttershy (EqG), Romance, Rarity (EqG), Equestria Girls, Porn
Length: 21358

Rarity and Fluttershy take the next big step in their relationship.

Relationships require patience and respect for boundaries. Rarity knows this, but as she and Fluttershy prepare for their weekly movie night together, she finds herself hoping that, on that night, she won't have to be patient any longer.

Story contains: Female/Female, Kissing, Hand-Holding, Breast Play, Dry Humping, Mutual Virginity Loss

All characters depicted in this story are at least 18 years old

Published 2022-05-31 16:00:01 UTC
Last updated 2022-05-31 16:00:01 UTC

Sweet and Sultry

If there was one thing that could be said about the purple-haired fashionista named Rarity, it was that she sure did love dresses. It didn't matter what size, what color, what style, what shape, or what material, there was nothing in the world she found more thoroughly satisfying than the union of the practical and aesthetic arts that was the dress. She felt a powerful feeling of euphoria in her heart every time she finished making the final stitch on one of her gowns, stepping back to admire her handiwork in all of its splendor. Even greater was the feeling that came to her upon witnessing one of her creations slide its way onto the gentle curves and slopes of a woman's body, both the garment and the one who wore it complementing one another in a manner so divinely perfect that she struggled to describe it with words. The greatest feeling of all, however, came when she felt the silken embrace of that fabric on her own skin, hugging her slender form with all the tenderness and familiarity of a lover.

One could understand, therefore, why she had spent the better part of an hour standing before the full-length mirror in her bedroom, trying on a whole boutique's worth of dresses of all shapes and sizes. She tried on tiny, form-fitting dresses with hemlines so high as to border on being scandalous, as well as long, flowing dresses that would have left everything up to the imagination. A whole rainbow's worth of colors found a place on her body at one point or another, ranging from dark, reserved colors that provided a sharp contrast to her alabaster skin, to colors so bright and noticeable that she could have easily served as a makeshift traffic cone. She felt the varying feels of thick, warm cloth that wrapped around her like a quilt, as well as sheer, delicate fabric that made her feel like she was wearing nothing at all.

One would think that, given the girl's borderline obsession with her favorite facet of feminine fashion, she would have been positively ecstatic to be able to sample such a wide variety of gowns. The expression on her beautiful face, however, could not have been called a smile by any stretch of the imagination. Those shapely lips of hers were pursed into what would more accurately be described as a grimace, which went along perfectly with her furrowed brows and the antsy look in her big, blue eyes.

“No,” she muttered to herself as she shimmied out of yet another dress, before carefully returning it to her cavernous closet. She glanced across the room towards her bedside table, where her alarm clock sat proudly displaying a time of 6:47 p.m. Rarity grumbled a very ladylike grumble as she realized the lateness of the hour. She stepped back in front of her mirror, placing her hands on her hips as she considered her options. As her mind focused on the task at hand, however, her perceptive eyes took the opportunity to slowly wander southward, taking in every minute detail of the teen's nubile form.

Given that she had just removed her dress, it should come as no surprise that Rarity was naked, or at least, nearly so, the only scrap of cloth still adorning her body being the pair of sheer panties that hugged her hips. The deep purple fabric fit her like a glove, being loose enough to keep her feeling comfortable, but snug enough to keep her from getting too comfortable. Her fingers absentmindedly caressed the soft material, following it forward around her wide hips, then downward, stopping when she felt the familiar form of that which the garment concealed.

As her hands withdrew, returning to the sides of her hips, she slowly turned her body away from the mirror, looking back over her shoulder at her reflection. She continued her journey around her hips, allowing her fingers to descend and explore the expanse of fabric that covered the vast majority of her pert little posterior. As her hands roamed over the twin globes, she couldn't resist giving them an exploratory squeeze, testing their consistency. She could feel the cores of muscle within them that gave them their round, perky shape, and yet devoted much more of her attention to the layer of soft, feminine flesh on their exterior that, while pleasant to the touch, was a bit more significant than the image-conscious teen would have preferred. She sighed, making a mental note to politely decline the next time Pinkie Pie offered her some manner of sugary delight to accompany her lunch.

Putting such troublesome thoughts out of her mind for the time being, she did a half-turn back towards the mirror, pausing for a moment to examine her long, shapely legs. Like every other part of her anatomy, those luscious limbs were slender and supple, while still boasting enough feminine curves to have flagged down an entire convoy's worth of cars. Rarity lowered a hand down to gently caress one of her creamy thighs, satisfied by the smoothness of the recently shaven skin.

Continuing their trip downward, her eyes soon traversed the length of those legs, arriving at the pair of petite, delicate feet at their extremities. She slowly raised one of her heels, resting her weight on the ball of the foot as she briefly considered adding a pair of high-heeled shoes to her ensemble. She pored over the smooth skin of her soles, the high arches, and the set of dainty digits that boasted a deep purple coloration on each of their perfectly pedicured nails. She slowly flexed and scrunched her toes as she ruminated, eventually deciding that trying to find a pair of appropriate shoes to match whatever dress she chose would only add another layer of difficulty to an already frustrating problem, one which she was quickly running out of time to solve.

Rarity's gaze slowly moved upward, running back up her legs to her hips, with her hands following close behind. She did not stop there, however, as both her eyes and her hands continued their journey upward, tracing the inward curves of the thin waist that gave her the picturesque hourglass figure her peers so envied. As she reached her middle, her hands left her sides and moved forward, running across her smooth, toned stomach until they reached her belly button. She breathed a sigh of relief, thankful that her front seemed to have been spared the undesirable fate of her rear.

Continuing upward, she quickly crossed the remainder of her belly and arrived at her chest, more specifically, the pair of perky breasts that hung from it. Those mouthwatering mammaries were large enough to give her plenty to show off should she choose to do so, but were not so big as to make finding properly fitting clothing a hassle, something she was extremely grateful for. She carefully cupped one in each of her hands and forced them upward, molding the two teardrops into much rounder forms. A few moments passed as she shifted them into several different positions, experimenting with different amounts of cleavage. As she mulled over how much of her ample chest she wanted to display, she absentmindedly stroked her small, round, pink nipples, her fingertips sending tiny jolts of pleasure arcing through her flesh. Before she could be tempted to do any more to them, however, she released her breasts once again, allowing them to fall back into their natural shape.

Not wanting to dismiss the less flashy parts of her anatomy, Rarity's hands soon rose up past her breasts to stroke her collarbone, following it outward towards her small, shapely shoulders, stopping briefly to verify that the tender flesh of her underarms was as smooth and soft as the rest of her. From there, she slowly made the trip down her slender, feminine arms, her hands coming together before her in a gentle embrace. Despite appearing delicate, what with their long, dainty fingers and the silken skin that covered them, those formidable hands had proven themselves to be powerful tools, their strength, dexterity, and endurance having served their creatively minded owner well over the years. For the hundredth time that day, Rarity examined her deep purple fingernails, each one being as long as she could get it without it interfering with her work.

Last, but certainly not least, Rarity's gaze fixed on her slender neck, following it up to her head to take in the gentle slopes and curves of her face. While her feminine features might have proven strikingly beautiful in the eyes of anyone else, Rarity paid little mind to her full lips, her small, thin nose, her elegant cheeks, and the two blue eyes that one could so easily lose themselves in. Instead, she focused mainly on the modest (for her) amount of makeup that accentuated her already appealing visage, ensuring that her labors before the mirror earlier that day had not been undone by an errant swipe of cloth. Finding nothing amiss, she finally looked to her thick, purple locks, which had been arranged in their signature style. After correcting a few microscopic malformations in the otherwise perfectly coiffed hair, imperfections that only she could have possibly noticed, she finally gave an approving smile, stepping back to take in the sight of her full form once again.

Now if only I could complete the picture, Rarity thought, her smile quickly fading.

Once again, she turned her head and looked back towards her clock, her heart skipping a beat as she read out the digits of 6:58 p.m. Recovering quickly, she turned and strode over to her bed, where she had previously lain two dresses that had made her shortlist. One of them was a saucy, low-cut number made of dark red fabric that would have clung to her snugly and shown off a tantalizing amount of flesh. The other dress, a friendly blue little thing, was of a much more modest cut, the looser fabric being long enough to come down to around her knees. She carried the two back over to the mirror, holding each of them before herself, one after the other.

They both had their strong suits, she thought, although they each had their drawbacks as well. In the end, it really depended on what sort of image she wanted to present, as it always did when it came to fashion. Part of her really wanted to choose the red one, the girl silently yearning that it would elicit the desired feelings in the one who gazed upon it. Another part of her, however, a more conscientious part, realized that such a brazen choice could easily have the opposite effect, and that the more modest dress would be the safer bet. Forcing her more salacious desires back down into the depths of her heart, she allowed her sense of patience and self-control to take charge, with predictable results. She carefully discarded the red dress and donned the blue one, quickly slipping on her purple brassiere beforehand.

It was just as she was finishing arranging her outfit on her frame, making a series of adjustment to ensure that every part sat in its proper place, that the unmistakable sound of the doorbell reached her ears. Yet again, she glanced back at the clock, which announced that the fateful hour of 7:00 p.m. had finally arrived. Rarity smiled, allowing herself a soft chuckle. Too afraid to arrive early; too afraid to arrive late, she thought. As always. She quickly tidied up her room, tucking away any errant garments and making the place look presentable. Turning back to her mirror, she looked herself up and down one last time, deciding that she had done all she could do, and that the rest was up to fate.

Taking a deep breath, she strode out of her bedroom, her bare feet carrying her quickly, yet gracefully across the hall, down the stairs, and to the entryway of her family's home. Her rapidly quickening heartbeat only further accelerated as she spied the shape of a very familiar silhouette through the translucent glass sections of her front door. She approached the door, stopping for a brief moment before the small mirror that hung on the wall nearby to perform one final, final check. After confirming that she had not developed a blemish in the time it had taken her to walk downstairs, she turned towards the door, her lips stretching into a giddy smile as she approached it.

Just as her hand made contact with the polished metal of the door handle, Rarity caught sight of the small clock that hung on the wall nearby, noticing that it showed the time of 7:01 p.m. While it would have been an insignificant detail in any other context, that errant digit at the end immediately put a thought into the mind of the devious girl who looked upon it. In an instant, that thought had morphed into an idea which, in turn, matured into a full-on plan. A devilish grin appeared on her lips and a sultry sparkle flashed in her eyes as she looked back at the door and slowly pulled it open.

While the teenage girl standing on the doorstep had more than likely devoted only one percent of the time that Rarity had spent preparing herself for that encounter worrying about her own appearance, that did not keep the sight of her from immediately setting Rarity's heart aflutter. Long, pink hair flowed down her back, where it was tied off in a loose ponytail with an old flower-patterned hairband. A soft, sun-faded, light green t-shirt clung to her torso, large enough to contain the significant assets the girl had been blessed with. A loose, pink skirt hung from her huge hips, trailing down over her thick thighs all the way to her shins. White, calf-length socks covered her feet underneath a pair of cute, pink sneakers decorated with bunny-shaped designs. Her hands were clasped demurely before her, fidgeting in a girlish manner. Her pale yellow lips were stretched into a gentle smile, and her bluish-green eyes reflected the light of the setting sun beautifully.

“Hello, Rarity,” said Fluttershy.

“You're late,” said Rarity flatly.

Confusion flashed across Fluttershy's face. “I...I am?” she said meekly, her smile melting away as she gazed upon Rarity's cold, emotionless visage

“Yes,” replied Rarity. She stepped back, silently holding the door open for her guest.

Fluttershy gulped, then tentatively walked forward, her shaky legs unable to disobey the unspoken command. “I...I'm sorry,” she said as she crossed the threshold, “I...I could've sworn I got here right on time. I double-checked to make sure I wasn't—“

She cut off as Rarity closed the door just loudly enough to give the timid girl a little start. “You know I don't like to be kept waiting,” said Rarity, fixing an intense gaze on Fluttershy.

Fluttershy slowly turned to face her, staring back at her like a deer in headlights. “I know, I...” she said through trembling lips. “I didn't mean to...”

Rarity calmly advanced towards Fluttershy, moving with the controlled, elegant stride of a runway model. “You'll have to do something to make it up to me,” she said, employing a tone intended to send her listener's imagination running wild.

Fluttershy unthinkingly walked backwards, the gentle little creature fleeing the hungry predator bearing down on her. It didn't take long for her back to make contact with the wall of the entryway, the impact distracting her just long enough for her pursuer to close the distance between them. Rarity stopped in place an instant before their bodies could meet, their protruding busts less than an inch from colliding. The slightly taller girl brought her full height to bear against her quarry, looking down into the fearful eyes just a few short inches away from her own.

It took Fluttershy a few moments to overcome the pressure of that piercing gaze and force her limp lips to make words. “Like...what?” she whispered.

Several things happened in rapid succession as the last syllable finished working its way out of Fluttershy's mouth. First, Rarity's substantial will finally broke, the facade that she had been keeping up shattering instantaneously. Next, her hands darted upwards and clasped the sides of Fluttershy's head in a firm, yet loving embrace. Lastly, her eyes fell closed as her head darted forward, propelling her outstretched lips directly towards the waiting set just before them.

Fluttershy's eyes shot open as she felt that warm, unbelievably soft flesh touch her lips. A tiny squeak eked its way up and out of her throat, the vocalization immediately muffled by both her own lips and Rarity's. As the shock of the sudden, affectionate assault gradually wore off, her eyes slowly fell closed, and her little heart began pounding for an entirely different reason than it had been before. Her quivering lips, steadied by the forceful touch of their counterparts, managed to find their strength again, soon reciprocating the previously one-sided kiss.

The two girls tenderly caressed each other's lips, their movements ebbing and flowing like the tides, their bodies filling with the fiery warmth that could only come from the touch of a lover. Rarity took the lead in their slow, sensual dance, the burning passion within her filtered and focused to fuel her gentle, controlled ministrations. At the same time, Fluttershy happily submitted to the dominant caress, allowing her partner to explore whatever bit of her soft, warm flesh that she desired. The tender stroking of Rarity's fingers on her cheeks served as a gentle reminder that she would not be going anywhere until she had finished with her, although Fluttershy would not have willingly left that embrace for anything in the world.

As such, it was Rarity who eventually gathered the willpower to break the kiss that could have easily gone on for hours. After planting one final, firm, deep smooch on Fluttershy's lips, she begrudgingly pulled back her head, the girls' moist flesh parting with a soft squelching noise. Fluttershy's lips instinctively stretched forward, desperately seeking the touch that they hated to be parted from. When they met nothing but empty air, however, her eyes slowly fluttered open, as if she were emerging from a dreamy haze. Her eyes quickly focused on the familiar, beautiful face before her, on those delicious lips that were stretched into a kind, gentle smile, and on those big, blue eyes that were overflowing with love.

“Like that,” whispered Rarity.

The euphoria that had overwhelmed Fluttershy's mind throughout the impromptu kiss quickly faded, allowing her earlier confusion to resurface. “Rarity,” she breathed, “you...you're not mad?”

Rarity chuckled softly, slowly shaking her head. “Of course not,” she said, reaching up to stroke Fluttershy's hair. “I could never be mad at you...my precious little darling.” She leaned back in, planting a tiny kiss on the tip of Fluttershy's nose before withdrawing again.

Fluttershy's heart swelled with relief, and she breathed a shaky sigh as her smile returned, even bigger than before. Without even thinking about it, she launched her own surprise attack, throwing her arms around Rarity's neck and burying her face into it. Rarity stumbled back a step as Fluttershy's body collided with hers, but she quickly regained her balance, reflexively reaching out to take hold of her. Rarity chuckled as she felt Fluttershy nuzzle her neck, closing her eyes and nuzzling her right back. She wrapped one of her arms around Fluttershy's back, using it to pull the girl more snugly against her, while reaching up with her other hand to caress the back of Fluttershy's head.

“Don't tease me like that,” said Fluttershy, her already meek voice muffled by Rarity's flesh. “Please.”

Rarity leaned down and planted a kiss on Fluttershy's neck. “I'm sorry,” she said. “I truly am, but...you just make it too easy.”

Rarity chuckled, in spite of herself, and Fluttershy couldn't help but giggle along right with her. After taking a few more moments to relish the feel of Fluttershy's plush, warm body pressed against hers, Rarity gave her one last firm squeeze, then released her, gently pushing her back so that she could look into her beautiful face once more. Fluttershy slid her arms off of Rarity's neck, allowing them to fall back down to her sides. Rarity, however, quickly reached down and took hold of her hands, the two girls lacing their fingers together in a debauched act of premarital hand-holding.

“Well, then,” said Rarity with a smile, “shall we?”

Fluttershy smiled right back up at her, nodding her pretty little head. The two turned away from the door and slowly walked off into the house, hand-in-hand.

Fear and Desire

The harsh, rhythmic blaring of the microwave echoed through the kitchen, proudly announcing the completion of its appointed task. Rarity's finger quickly made its way to the appropriate button, pressing it to pop open the door and reveal her prize. She carefully took hold of the bloated paper bag within, careful not to burn herself on its piping-hot surface. After removing it from the microwave, she closed the door again, then carried the bag over to the large bowl sitting on the nearby countertop. As she pulled the top of the bag apart, it released a burst of warm air that carried the delightful aroma of buttery goodness to Rarity's nose. She took a deep breath, smiling as the scent preemptively moistened her mouth, then upended the bag, emptying the popcorn within into the bowl.

You simply can't have a movie night without popcorn, after all, she mused.

She quickly discarded the empty bag, then returned to the bowl, its tantalizing contents provoking an embarrassing grumble from the refined young woman's tummy. Unable to help herself, Rarity quickly plucked one of those warm, buttery kernels from the pile, raising it up and slipping it between her lips and into her waiting mouth. She breathed a contented sigh as her tongue was treated to the tastes of butter and salt, the dexterous muscle quickly maneuvering the corn to her pearly whites, the snack meeting its grisly fate with a satisfying crunch.

While some baser part of her would have gladly had her gorge herself on whole handfuls of corn right then and there, she managed to restrain herself; she was a lady, after all. Besides, eating it alone would have defeated the whole point of the evening, after all. Taking the bowl in her hands, Rarity quickly left the kitchen, making her way back up to her bedroom. She couldn't help but smile as she thought about what awaited her up there.

No homework, no studying, no bothersome stitches to fix on my latest design, just an hour and a half alone with the most beautiful girl in the world. We'll cuddle together on the bed, hold each other's hands, feed each other popcorn, and then, when the movie is over...

Rarity stopped short halfway up the stairs, her smile fading as her reverie was forced to contend with cold, hard reality.

Nothing. Nothing else will happen. I'll give her a goodnight kiss, send her on her way, and then I'll see her again tomorrow morning at school...as always.

Rarity raised her head, looking off in the direction of her bedroom, where she could hear the sounds of Fluttershy readying the television. She resumed her journey up the stairs, her stride slow and joyless.

Perhaps this time...things will be different. Perhaps tonight...she'll finally be ready.

She reached the top of the stairs and crossed the hall, soon arriving at her open bedroom door. The bedroom lights bathed the room in their warm, cheerful glow, making the various shiny objects scattered about, sequins on dresses, rolls of reflective ribbon, polished hand mirrors, all glimmer brightly. Despite all of this, however, Rarity's eyes were immediately drawn to the bright, happy eyes of the girl sitting on her bed. She couldn't help but smile as she saw her sitting there, staring at the television hanging on the wall before her, visibly eager to commence the evening's entertainment.

“Are we ready to begin?” said Rarity as she approached the bed.

“All set!” said Fluttershy, barely able to contain her excitement.

“And what shall we be watching this eve...” began Rarity, trailing off as she glanced over at the television.

On the screen was displayed the main menu of the DVD that Fluttershy had brought with her that evening. As per usual, Fluttershy appeared to have selected some sort of children's film replete with colorful, talking animals who would undoubtedly embark upon some sort of magical adventure, only to discover at the end that the real treasure was the friends they made along the way. Rarity did her best not to make a face as she gazed upon the sickeningly adorable creatures currently dancing their way around the menu options. While she loved her little darling dearly, and adored how in touch she was with her inner child, she had a longstanding wish that the girl might someday develop a slightly more mature taste in cinema.

She had no right to complain about the selection; it was Fluttershy's turn to choose, after all. The previous week, Rarity had made Fluttershy sit through Shadow Spade and the Apocryphal Ascot, the adventures of the fashionable-yet-fearless private eye having been a mainstay of their weekly get-togethers ever since they had begun the tradition several months prior. As much as she enjoyed feeling Fluttershy cling to her during the more thrilling scenes of those films, and fidget adorably during the more intimate moments, Rarity knew that she would much rather watch something a bit more mellow, and so had always kept her mouth shut when it was Fluttershy's week to pick. Besides, Rarity thought, the movie was never the main attraction of the evening, at least not for her it wasn't.

“Oh! It's Miss Fuzzytail and the Brightmeadow Friends 2: The Enchanted Rainbow!” declared Fluttershy, not noticing the subtle twitch of Rarity's eye as the saccharine sentence passed through her ear.

“Erm...two?” said Rarity as she carefully sat down on the bed, scooting closer to Fluttershy.

“Well, yes,” said Fluttershy. “We already watched the first one a couple weeks ago. Don't you remember?”

Repressed memories of cheery, mind-numbing songs and bad voice acting slowly resurfaced in Rarity's mind, sending a tingle down her spine. “Ah, yes...so we did,” she said, trying not to let her tone betray her true feelings. “Remind me again...what happened in the first one?”

Fluttershy giggled, rolling her eyes. “Oh, Rarity,” she said, “you really ought to pay more attention.” She snuggled up closer to her girlfriend, and the two settled into the mountain of huge, plush pillows behind them. Fluttershy rested on her side, facing Rarity, resting her head on her shoulder.

“Yes...I suppose I ought to,” said Rarity, chuckling awkwardly.

Fluttershy reached for the bowl of popcorn sitting on Rarity's lap, plucking a piece and quickly moving it to her mouth. “Well,” she said as she chewed, “in the first movie, we met Miss Fuzzytail the squirrel, who lives in Brightmeadow Valley with all her friends. One day, she was going to have all of her friends over for a tea party at her cottage, but all of a sudden...”

Rarity did her best to follow along as Fluttershy provided an in-depth recap of the events of the previous film, although she quickly became lost as she was inundated with the names of all the characters, locations, and magical MacGuffins it had featured. While Fluttershy continued with her enthusiastic rambling, Rarity reached over and flicked the light switch, plunging the two of them into a darkness permeated solely by the soft illumination of the television. Fluttershy snatched up the remote sitting on the bed beside her and quickly started the film, squealing in delight as it began.

In her defense, Rarity made a decent attempt at paying attention to the collection of sights and sounds that her high standards made her hesitate to call a “movie”. By the time the evil witch had made her supposed reappearance and had kidnapped the princess, however, her sputtering brain had forced her to remove her eyes from the screen for the sake of its own continued health. Luckily, she had something close at hand that she considered to be infinitely more worth her attention, and significantly more pleasurable to give said attention to.

The colorful light of the television screen shone onto the features of Fluttershy's enraptured face, creating a light show that took Rarity's breath away. The twinkles in those big, beautiful eyes were more dazzling to her than any rhinestone she had ever affixed to a gown. The myriad of expressions that manifested there in response to the events Fluttershy beheld, whether girlish giggles, adorable gasps of concern, or wide, jubilant smiles, made Rarity's heart melt as nothing else in the world could. If all that hadn't been enough, there was still the matter of the girl's soft, warm, and generously endowed body pressed up against her own, a fact that Rarity was very much aware of.

Rarity's head unconsciously lowered, her eyes falling closed as her cheek came to rest on Fluttershy's crown. She gently nuzzled the silken strands of pink, reveling in the feel of them against her skin. Rarity's soft inhalations carried the girl's distinctive scent to her nose, one which she could have recognized anywhere.

Grass, earth after rain, and...that strawberry shampoo I got her for her birthday.

One of Rarity's arms, the one Fluttershy was currently snuggled against, slowly snaked its way behind Fluttershy's back and up to her head, allowing Rarity to absentmindedly twirl those locks between her fingers. Her other hand made its way to the popcorn bowl, grabbing one piece at a time and moving it to Fluttershy's mouth. As Fluttershy felt the corn touch her soft, plump lips, she subconsciously parted them, to engrossed in the movie to look away. Rarity chuckled softly as she felt Fluttershy nibble the snacks from her fingers like an adorable little animal in a petting zoo. Down below, Rarity's bare feet reached out to caress Fluttershy's sock-clad ones, the girls' toes running up and down each other's soles as they played their game of footsie.

Truly, Rarity was in heaven, an assessment that she would have wholeheartedly agreed with. Still, she had been in that particular heaven many times before, and while the euphoria of being there had never diminished, she couldn't help but consider how that perfect moment could have been made even more perfect. Being able to gaze upon the face of the one she loved, being able to hold her, stroke her hair, touch those lips, was a priceless experience, but she could not be wholly satisfied while, in the recesses of her mind, their lurked the knowledge that there was yet more that she could be doing. There were places on the body of her precious darling that she had not yet seen, places she had not yet touched, places she had not yet had the opportunity to give the love they so very much deserved.

Faced with that sensory onslaught, even the refined, sophisticated Rarity found her mind wandering to much more base places than she would have openly admitted to. Her will gradually weakening, she allowed her eyes to fall closed and her mind to wander, carrying her to wherever it wished. At the same time, Rarity's body did some exploring of its own, the hand not already on Fluttershy quickly sliding over to her stomach. In response, Fluttershy's hand moved to meet up with it, the girl's subconscious reaching out to take part in what it assumed to be another perverse act of finger-threading. Rarity, however, had much different thoughts running through her teenage brain as her fingers found the bottom of Fluttershy's shirt and quickly slipped inside of it.

A pleasurable shiver radiated through Fluttershy's body as Rarity's polished fingernails ran along the tender flesh of her tummy. The unfamiliar sensation was enough to break her impressive concentration, the girl reflexively tearing her eyes away from the television screen and looking down at the source. It took a moment or two for her brain to process what her eyes beheld, but when she finally did recognize the presence of the foreign object within her clothing, an object that was slowly, but surely making its way upwards, she did not waste any time in reacting.

“Umm...Rarity?” Fluttershy whispered, her eyes widening and her pale cheeks reddening.

Rarity, however, was too lost in her thoughts to take notice of her, and so did nothing to stop her hand from continuing its journey up Fluttershy's body, pausing only briefly to caress the interior of her belly button before moving on again.

“Rarity?” said Fluttershy, her rapidly increasing panic pushing her voice well out of the range of a whisper.

Again, Rarity remained deaf to the world, the dreamy smile on her face not faltering in the slightest. As such, her hand did not slow, her fingertips quickly sliding across the last few short inches of Fluttershy's stomach. As they reached their destination, Rarity was treated to the thrilling feel of soft, yet firm material stretched across a vast expanse of warm, plump, tender flesh.

“Rarity!” Fluttershy squealed, clamping her eyes shut.

The uncharacteristically forceful exclamation proved enough to pierce the thick haze clouding Rarity's mind, snapping the girl out of her trance. Her eyes shot open and her head jerked upright, lifting up off of Fluttershy's. She instinctively scanned the room, looking for some unknown danger that could have startled her precious darling so. When she could identify nothing objectionable in the bedroom, not counting the intellectually insulting excuse for a film on the television, her eyes wandered back to the bed, and to the vulnerable girl lying next to her. Once there, of course, Rarity could not help but see her own hand brazenly inserted into Fluttershy's shirt, her fingertips still pressed against one of the cups of her bra.

This time, it was Rarity's turn to blush, the realization of what her hormone-fueled body had been about to do slowly dawning on her. As soon as she was mentally capable of doing so, she jerked her hand away from Fluttershy's chest, then awkwardly slid it the rest of the way back out of her shirt. She gulped as she lifted her shaky hand away from Fluttershy's body, staring at it as if it were some foreign appendage that had spontaneously appeared at the end of her arm. Looking back to Fluttershy, she saw her girlfriend slowly open her eyes, then turn her head to look at her. There was no anger in those eyes, yet she could see the embarrassment as clear as day, as well as the fear and...was that...guilt?

“I'm so sorry,” she could have said.

“I don't know what came over me” would have worked too.

“I swear I'll never do that again” should have been a given.

All were satisfactory words Rarity could have used to dispel the awkwardness of the moment, words of the sort that had passed through her lips many a time before. It was not the first time the romantically aggressive girl had attempted to push the boundaries of her relationship with the one she loved; granted, she had never done so in such a brash manner. In such instances, when she had pushed just a little bit further than her darling had been willing to go, a heartfelt apology had never failed to mend the damage, the incident quickly passed by and forgotten, at least for Fluttershy's part. Rarity knew this; she knew what she needed to say, and yet those words were not the ones that she spoke to the face of her love.

“Why?” she said, the word forcing its way out without her even thinking about it. “Why not?”

Rarity quickly realized what she had said, and while she recognized the consequences that they would surely bring, she could not bring herself to deny them, just as she could not deny the feelings in her heart that had spawned them.

The unexpected query had the predictable effect on Fluttershy, her expression conveying the full extent of her shock. Having been put on the spot so suddenly, she froze, her gaze lingering for several moments on Rarity before falling. She looked away, bowing her head as she clamped her eyes shut.

Having started them down that path, Rarity saw no way out of it but to press on and face whatever it might throw at them next. She quickly zeroed in on the remote control, snatching it up and pressing the button to silence the unfittingly cheery music that had been accompanying the exchange. Rarity sighed as silence fell over the room, a silence that would have been significantly more welcome under different circumstances. Taking hold of the bowl still sitting on her lap, she carefully moved it over and set it down on her bedside table. While she was there, she flicked the light switch, filling the room with light once again.

She looked back to Fluttershy, seeing that the girl was looking down at the bedspread, pointedly not meeting her gaze. Fighting to keep control of herself as the ache in her heart grew, Rarity slowly slid out from underneath Fluttershy and sat up, turning to face her and kneeling on the bed with her hands demurely folded in her lap. Without looking up, Fluttershy allowed Rarity to withdraw, the girl sitting up against the pillows and moving her legs to one side. The two sat in awkward silence like that for several moments, neither one sure who would speak first. Eventually, Rarity decided that it was she who needed to speak up, at least for the sake of clarifying her feelings.

“Fluttershy,” she began, her tone uncharacteristically meek and plain. “Darling. You and I have been together for...quite a long time now.” She couldn't help but smile as the precious memories of their lives together flashed before her eyes. “I feel that I've been...very patient with you about...certain things.” Fluttershy's expression did not change, but Rarity saw her clutch the fabric of her skirt in her hands. “I know you. I know you can be a bit...apprehensive about things that fall outside of your comfort zone...that's why I've never tried to pry. I've tried to give you the time you need, tried to give you the space you need...but it's hard for me to do that when...you've never really given me anything to go on. You've never really talked to me about this. You've never really told me...why.”

Slowly, Fluttershy turned her head and looked up at Rarity, although the gloom did not vanish from her face. Rarity tentatively reached out, placing her hand on one of Fluttershy's and giving it a gentle squeeze. Fluttershy did not withdraw, her hand merely relaxing as it felt the familiar touch.

“I love you,” said Rarity, the words putting a smile on her face. “I love you so, so much.” The words soon had the same effect on Fluttershy, a weak smile making its way onto her quivering lips. “You're my best friend...you're my girlfriend...you're the light of my life...but you're a woman too. Just like I love you as a friend, and I love you as a girlfriend...I want to love you as a woman too. I want to show you...how much I love you...all of you...every bit of you.” Fluttershy's gaze briefly fell and her blush deepened, but her smile only grew wider.

“Quite a few of our friends have...already taken that step,” Rarity continued. “They've...already seen what it's like to...share yourself with another. Goodness knows Rainbow makes no secret of her bedroom activities.” The two girls shared a soft chuckle, Fluttershy meeting Rarity's gaze once again.

“I'm not saying that we should be taking her as an example,” said Rarity, “or anyone else for that matter. Whatever we do...we should do because it's what we want to do. We should do things our own way.” Rarity's gaze lowered, her smile melting away. “It's just that...I've started to get the impression that...you don't want us to do things any sort of way at all. I can't help but feel that...you just have no interest in doing those sorts of things...with me.”

“No!” exclaimed Fluttershy in an unexpectedly forceful fashion. Rarity's head jerked up, and she saw the concerned look on Fluttershy's face, the concern clearly meant for her. Recognizing the awkwardness of her outburst, Fluttershy blushed and lowered her voice back to its normal intensity, but continued on. “I-I mean...that's not it. I promise it's not.”

Rarity watched attentively as Fluttershy visibly gathered her courage for whatever it was she was about to say. “I...I like it when you...touch me,” she began, her trembling hands grasping Rarity's for support. “I love it. I love it when you...hold me and...and kiss me and...whisper in my ear...when you tell me that I'm...that I'm...beautiful...that I'm...sexy...” She was forced to stop and take several shaky breaths to calm herself and allow her beet-red face to relax somewhat. “I want it. I want to be...loved that way...and I want it to be you doing it.” As she finished, she mustered the courage to fix her moist eyes on Rarity's and give her as confident a smile as she could muster.

Rarity felt the worries in her heart being washed away by the gentle stream of warm words flowing from the one she loved. The smile on her lips came naturally as she squeezed her girlfriend's hands. “You don't know how happy it makes me to hear you say that,” she said. “But then...why? Why is it that, whenever I've tried to do those things with you...or even talk about doing those things with you...you've always been so...reluctant?”

Fluttershy's gaze dropped, a clear expression of shame appearing on her face. “It's because...I'm...scared,” she said. “I'm scared of...actually...doing it. When I'm...just thinking about it, it's alright but, when we're together and...it comes time to actually...do it...I just get so nervous.” She pulled up her legs and hugged her knees, retreating into her shell like a turtle. “I know it's silly. I know it's my fault. It's my fault that we haven't been able to...do the things we want...that you haven't been able to do the things you want. I'm sorry. I just— “

Fluttershy was silenced by the pressing of a fingertip against her lips. She slowly looked back up at Rarity, who was staring at her resolutely. “Don't,” Rarity commanded, her tone soft, but unyielding. “Don't say you're sorry.” Rarity removed her finger, reaching down to take Fluttershy's hands again as she shuffled closer to her. “Fluttershy...my precious darling...I know you. I know you very well...that's why I love you so much. It's also why I know that...you have trouble dealing with your fears.”

Rarity reached out and placed a hand on Fluttershy's cheek, caressing it lovingly. “You're such a sweet, sensitive girl,” she said, her words drawing out Fluttershy's smile once again. “I love that about you, but I know that it makes it hard for you to...deal with certain things. You can be timid at times, but...I know that you have it in you to be brave as well. I've seen that part of you. I've seen what you can accomplish when you put your heart and soul into it. You could move mountains if you truly wanted to. In that respect...you're the strongest, bravest girl I've ever known.”

Fluttershy sniffled, wiping the wetness from there eyes as her quivering lips smiled back at her love. She breathed deeply, her smile slowly dissolving away again. “No,” she said, “I'm not. I'm not strong...or brave. I wish I was...I really, really do. I wish I didn't have to be afraid of this...or anything else. I wish I could be as confident and...bold and...fearless as...as you.”

Fluttershy's head lowered, but Rarity quickly put her hand under Fluttershy's chin and raised it back up again, forcing the girl to look her in the eye. “Fearless?” said Rarity, smiling and shaking her head slowly. “No, darling...I'm not fearless. There are many things I'm afraid of...including this.” Fluttershy's eyes widened in wonder at this confession. “But you know what I'm most afraid of?” Rarity took Fluttershy's head in her hands, then slowly leaned in and pressed her forehead against Fluttershy's, their noses gently booping together. “I'm afraid that the girl I love...is unhappy,” she whispered. “I'm afraid that...she's going to continue being unhappy...because she's too afraid to do what she wants. If there were something...anything I could do to help her overcome those fears...I would do it in a heartbeat.”

Fluttershy had a peculiar look on her face as she struggled to process the jumble of thoughts and feelings bouncing around her head. “You...you're afraid too?” she whispered.

“Mm-hmm,” Rarity affirmed, smiling supportively.

“You're afraid of us...having...” said Fluttershy.

“Yes,” said Rarity, sparing the timid girl from having to finish her sentence.

“But...why?” said Fluttershy, the idea that Rarity could be afraid of anything, especially something like that, boggling her mind.

“Well,” Rarity began, collecting her thoughts, “sharing yourself with the one you love...giving yourself to them...it's a big step to take. It's a big step, and...there's a lot that goes into it. There are a lot of things that are worth worrying about...things that are worth being afraid of. I think anybody would be at least a little bit anxious about going through with it, myself included.”

“You feel that way, but...you still...want to do it?” said Fluttershy.

“It's a big step,” said Rarity, “but...taking big steps is...part of being in love. Being afraid is part of being in love. That's why being in love is a two-person job. When you have someone by your side...someone who would go to the ends of the earth for you...you can take those big steps together. And if you're afraid...then you can be afraid together...and you can be brave together.”

Fluttershy's quivering lips let loose a sob as the first tears flowed down her cheek. She leaned forward, burying her face in Rarity's neck and nuzzling it. Rarity put her arms around her and held her tightly, caressing her head and shoulders. As strong as she was trying to be, even she could not keep her own tears in check.

“I...I want to be...I want to be afraid with you,” sobbed Fluttershy.

“And I want to be brave with you,” whispered Rarity, “my precious darling.”

Love and Lust

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.