Rarity hummed as she relaxed in the mineral bath. It’d been a while since she’d done this and a while since Fluttershy was able to join her. The mare hadn’t mentioned what had held her back for the last month, but Rarity was a kind mare who wasn’t about to pry. Even if she was very curious. But no. She was happy enough to simply have the mare sitting next to her.

Speaking of the mare, Rarity looked with one eye and smiled as she took in Fluttershy’s face. She looked so relaxed and happy. In fact,… She looked like she fell asleep. “Fluttershy? Darling? It’s not quite safe to fall asleep while surrounded by water.” She said softly as her eyes trailed down. Shy was a beautiful mare. While her body was similar to pegasi: Thin, small chested and long limbs. Her pink nipples were so cute! She was also much taller than most pegasi. She was the tallest of the girls as a whole in fact. Her body and her beauty were why she had been able to slip into a modeling job so easily without any confidence.

A night and day difference between the two of them in a way. Rarity was taller than Rainbow Dash, sure. But everyone was. After that she was the next shortest of the mares, but her body was one of the more curvaceous. A large chest and wide hips. She worked hard to keep her body in such a shape. She had some pride in the stark difference between her white coat and dark purple nipples.

But then Rarity noticed something… different. In the water in front of Fluttershy there was a circle of air. A spot where there was no water whatsoever. “Now, what do we have here?” She muttered to herself as she reached forward to touch the spot, only for her hand to run into something. There was something invisible in the water. It had better not be some sort of peeping tool!

With a frown she reached out to grab whatever it was. When she made proper contact, she found the thing warm. Throbbing. It was familiar and the small gasp from Fluttershy’s lips quickly made it clear what it was. Rarity gasped but didn’t remove her hand as she felt the warmth and looked carefully at her friend.

Curiosity killed the cat, so the saying went but Rarity knew all too well, not only did cats have nine lives, but her own dear Opal could survive anything through pure cuteness, even if others would call it spite.

So, she pushed away from the wall of the pool and got closer as she moved her hands up. Oh, goodness it was big. She could feel every throb, every vein and soon enough she could feel the flare. A thick, wide thing. Designed specifically so that it would either get stuck or ensure every bit of seed would stay inside the pony.

She gulped and took a calming breath, only to get a lungful of a scent that hadn’t been there before. A very strong scent mixed with Fluttershy’s usual floral one. She paused and took another breath, filling her lungs once more. The more she smelled, the more she liked it. She wiped her lips and found that she was drooling.

“Oh, my Fluttershy. Why were you hiding something like this from me?” She muttered as she trailed her hands down, shivering as she once again felt it’s length. Her hands went under the water and approached Fluttershy’s body, soon finding a pair of large, leathery balls and the sheath this monster came from.

Rarity didn’t even realize when her hand had gone between her own legs as she realized that while she couldn’t see it, her face was right next to it. She pushed out her tongue and let out a moan of her own as she licked along it. The taste was surprisingly strong for how clean they were after a whole day of being at the spa. But it wasn’t bad. Much like the smell that was far stronger than it should have been, the taste was good. Very good.

She stopped herself for a moment and pulled away, breathing heavily. “Rarity, what are you doing?! She’s asleep! You’re not some depraved cock slut.” She whispered to herself before looking back up at Fluttershy, who’s face had gotten a little red.

She bit her lip. If this was what had been forcing Fluttershy to keep herself locked up for a month then… maybe this could help? She was sure Fluttershy didn’t have a dick before. She knew it was a weak excuse. But… her hands were still on it. One gently groping her balls while the other gently stroked it.

“Screw it all.” She grumbled as she moved the hand off Shy’s balls and back between her legs. She could only hope this actually helped so she could excuse herself later.

She leaned down and hummed as she kissed alongside the bottom of the invisible shaft. A part of her wished she was wearing her special lipstick. Designed to leave as many marks as possible without having to wear inches of lipstick. Maybe then she could see them.

Kisses became licks. She moaned and giggled a little as she heard Fluttershy do the same thing. She felt the veins as her tongue moved over them. They were so prevalent. She could only imagine how it looked. She licked around the medial ring before even gently nibbling along it. She’d never felt like this before. At least not without a lot more foreplay and maybe a little wine.

She dragged her tongue up to the tip and pulled it around the flare. She enjoyed the sleepy moans Fluttershy made as she pleased her more and more. Her hand below wasn’t doing enough anymore though. Her horn lit up as she pulled her hand away from herself and wrapped the other around the cock the same as her other was while a magically created phallus pushed itself into her.

“Mmm~ No. Bigger~” She cooed as she adjusted the magical toy to attempt to mirror the invisible shaft in front of her. “Ngh~ Yes~ That- oh! F- fuck~” Rarity moaned as she realized just how much her usual toys paled in comparison. She had kept herself from riding this massive thing before due to her worries about waking up Fluttershy but at this rate she’d have to ask her friend later if she could enjoy a ride of it.

She wrapped her lips around Shy’s tip and moaned as she moved her tongue over it. It was a blunt, fat tip already. She could only imagine what it would be like when it came. The softened flare even seemed to have a sort of shape. If she ran her tongue along the edges, she found that it was roughly in the shape of a butterfly. How cute!

She took a breath through her nose and gently started pushing herself deeper. But only a bit before pulling back. It was huge but she wasn’t going to just suck on the tip. She moved deeper and pulled back. Repeating the action and she soon felt it at the back of her throat.

She shivered as she pulled back. Feeling that hard, throbbing thing move over her tongue. She was a dignified lady, but she had to admit when she got good and horny, a good dick felt good, no matter the hole. That’s not to say a good tongue or pair of fingers didn’t either. But they weren’t the focus at the moment.

She moaned and raised her ass in the air while holding the magic toy in place. She lowered herself while pulling off the cock to get a breath of air. She panted as she used both hands to stroke the thing. She could imagine it in her mind. The balls would be a leathery yellow to match Fluttershy’s coat, while the shaft would match her cute pink nipples and pussy.

She pushed forward, moaning as she pulled off the toy and filled her mouth with cock. It pressed against the back of her mouth again but with a little more force she managed to make it pop into her throat. Her recent partners had clearly not been up to snuff and her toys had been far smaller so getting used to this was something else entirely in a good way.

She repeated the action again. Pushing herself down on the toy as she pulled off the cock. But she didn’t pull off completely this time. She stopped at the tip and licked around it. “Mmm~!” She moaned as she tasted her first experience of Fluttershy’s seed. It reminded her a lot of Fluttershy’s usual taste. It wasn’t an unusual thing for the six friends to enjoy each other’s bodies. Though generally they were all awake when that happened, and the dicks were toys.

Her movements continued again. She might ask Twilight to look into a spell or two after this though. The warmth of it as it proceeded to push it further down into her throat. She moaned each time she felt it push deeper and each time she stopped to get a taste of Shy’s pre.

She looked up as she moved and smiled around the cock as Fluttershy squirmed and moaned. She looked so cute when she got worked up and the noises, she made were the best.

Rarity was moaning as she rode the toy and felt the flare properly make its way into her throat. The way it bulged it out felt amazing. Uncomfortable, sure. But so good at the same time.

She began to pant and felt Fluttershy start to throb harder. They were both getting close. She pulled all the way off one more time to get some air, licking Shy’s tip once more. But Shy was more sensitive than she thought as she saw the flare start to swell and Fluttershy started to moan louder than before. Rarity didn’t even think about it and slammed her head down, moaning as the first rope filled her mouth and the rest shot straight down her throat.

She stopped holding the toy in place and began pounding the magic dildo in and out of her. She was panting and moaning as she felt rope after rope of hot cum shot straight into her stomach.

A few moments later she moaned in a high pitched, muffled voice as she came around the toy she’d created. Oh, she’d definitely have to ask Shy for a ride later. The mare was probably embarrassed about it, but Rarity would do her due diligence as a good friend to help her accept it.

The feeling of the swollen butterfly shaped flare scraping along the inside of her throat was something else too. It felt so filling.

She could feel Shy’s orgasm tapering off. The flare was still swollen though. Rarity moaned as she slowly pulled back. There was that scraping feeling again and, oh! One last little rope when it was in her mouth.

“Mmm~” Rarity hummed as she swirled her tongue around in her mouth. Fluttershy’s taste was always one of her favorites. She reached back for the shaft, only to find… it was gone. “What? Wha- That-” She reached below and only found Fluttershy’s tight pink slit. “Well… Poo.” Rarity pouted as she realized that she wouldn’t get her turn to ride it.

She sighed “At least It was helpful, I suppose.” She grumbled as she got rid of the toy inside her. She gasped as it disappeared, and her insides tried to grasp at something no longer there. That feeling of emptiness was unfortunate. Even moreso because she wouldn’t get a chance at the real thing.

A little bit of cleaning and she gently shook Fluttershy’s shoulder. “Fluttershy? Darling? Wake up. Falling asleep in a pool, no matter how shallow, isn't the safest thing.” She teased as she watched the mare wake up slowly.

Fluttershy’s eyes were bleary as she looked around and seemed to quickly realize where she was. “O-oh! I’m so sorry Rarity! I’m not usually like this. I just- I haven’t been sleeping very well recently and-”

Rarity put a finger to her lips. “Ah-tut-tut. Now, now. Since it was safe enough with me around, I let you get some sleep you seemed to desperately need. But I don’t want us getting pruned after this whole day at the spa.”

Shy blushed as she smiled “Thank you Rarity. I’m still sorry I was so boring today.”

Rarity shook her head and stood up, offering a hand “Think nothing of it. I had quite a good day actually. Maybe some quiet time relaxing with a friend was exactly what I needed.”

Shy took her hand, still smiling as she stood up and blinked. She looked herself over and moved her hips a bit. As she did her face brightened up.

Rarity had to hide a smirk “Is something the matter dear?”

“O-oh!” Shy jumped as she realized how odd she must look. “N- no. I was just- I feel really good is all!”

Rarity had a good idea why she felt so good but kept it to herself “Of course. A visit to the spa is a cure for all that ails you as they say”

Fluttershy giggled and locked arms with Rarity “I’m pretty sure that you’re the only one that says that but, I’d have to agree with you.”

Author's Note

After my last story that everyone seems to hate (That's completely fair. It was basically horror porn. Def not for everyone) I had the urge to write something much more tame.