Twilight was thankful that despite her enhanced libido, she still had some sort of refractory period, as that made it much easier to teleport to the back door of Carousel Boutique without her arousal clouding her head and making clear teleportation near impossible. She was also thankful that Rarity had a back door specifically for 'fashion emergencies'; it was very thoughtful of her to consider those customers who would want to be a little more discreet. She probably never imagined someone would visit because of a massive dong swinging freely between their legs, but there's a first for everything, right?

Twilight firmly knocked on the door, tapping her foot as she waited for the alabaster unicorn to answer. She didn't have to wait long as a distant but very distinct 'Coming!' followed by the clack of heels indicated that someone was on their way. The door creaked open, and Rarity poked her head out to greet her guest.

"Twilight, dear! Whatever brings you here?" Rarity gasped, "Have you finally decided to update your wardrobe to match your fellow royalty?!"

"Not exactly," Twilight stated, watching the giddiness in her friend's eyes give way to dissatisfied defeat. "I just had a small... wardrobe malfunction on my way through town. Any chance you could whip me up a new pair of panties?"

"Panties? Do you mean to tell me you are without them on right now??" Rarity cried out. "Whatever did you do to the pair you had?"

Twilight paused. She hadn't really thought of an excuse to tell her. She had every intention of revealing her secret to Rarity, but felt this would be too early; she had to think of something quick. "Umm... I guess that alicorn growth spurt hit me a little harder than I anticipated?"

"Hmph. Well I guess it struck more than any of us had expected. Come on in darling, take a seat and we'll go ahead and get your measurements."

"Mhmm," Twilight nodded mindlessly as she watched her friend walk before her, those perfectly shaped hips swaying with every move the unicorn made. Twilight didn't even care that her dick was starting to tent up her skirt; her attention was completely fixated on the treat that was presented before. A small part of her could recall her fear of the fashionista being disgusted by Twilight's extra appendage and what she desired to do with it, but the memory of the feeling inside Pinkie as well as the tantalizing promise of what it would feel like to ravage Rarity's pristine pussy quashed any reservation Twilight might have had.

"Okay Twilight, if you could just remove you skirt then we can get this- !" Rarity was left speechless at the sight of Twilight having already discarded her skirt, sporting a massive boner pointed directly at the unicorn's muzzle. "My goodness, Twilight, what in Equestria is that?!"

"Oh what, this?" Twilight playfully asked, placing her hands gently on Rarity's shoulders to keep her from retreating away from the colossal cock presented before her. "I've always had this, but now that I'm an alicorn, it's become so much more difficult to manage," she chuckled to herself, "and even harder to keep all to myself. Won't you help me take care of it?"

Rarity couldn't believe what she just heard; Twilight, out of all her friends was the last pony she'd expect to just outright ask her for a sexual favor. Even Fluttershy was ahead in that considering all the spa time they spend together. Not to mention that Twilight's equipment was quite daunting. It stood proudly against her navel, slightly twitching with each breath the alicorn took.

Rarity bit her lip, unsure of how to respond to her friend's desires. On one hand, she has had several stallions and even the occasional mare attempt to come onto her as bluntly as this, and she has turned them all down; she was better than to be used as some quick lay. On the other hand, this was her best friend, and one who clearly needed some kind of assistance. There was also something in her voice...

Still, Rarity felt that there was better way for Twilight to have gone about this, and she wasn't afraid to let her know it. "I think *gurk*"

Rarity's point was swiftly cut off by her best friend taking advantage of her open mouth to thrust her member in, wasting no time to eagerly throatfuck her friend. "Oh, Rarity, thank you so much! This feels so incredible!" Twilight declared as she continued, forcing inch after inch down her friend's mouth, hellbent on pushing further and further until Rarity was deepthroating her entire cock.

Rarity couldn't think straight. Her whole mouth was being vigorously assaulted, her muzzle forced up against the soft fur that lined the base of her friend's gargantuan dick, the scent drive her lust addled mind further into her depraved slurping. Every time she attempted to steady herself and give her friend a proper blowjob, Twilight thrust again and drained what little strength Rarity had as her nerves sparked with arousal. She didn't want to admit it, but she was enjoying Twilight using her as nothing more than a fucktoy.

Twilight quickened her pace as her orgasm steadily approached, not afraid to inform Rarity of her intentions. "Mhmm, fuck Rarity, you're mouth feels so good on my shaft, I'm gonna give you a big delicious reward, I promise. Just give me a little more, I'm so close!"

Rarity once again tried to steady herself to prepare for the upcoming wave of spunk, but Twilight's insatiable lust sent her back against Twilight's nether regions, smacking against her muzzle with one final thrust as Twilight reached her climax and wave after wave of sperm flooded down Rarity's throat. Rarity didn't even have to try to swallow it; Twilight was more than willing to pour it straight down her throat and into her stomach. Rarity wasn't complaining, as she would rather not have stained her blouse with semen.

Twilight eventually removed herself from Rarity's mouth, allowing the unicorn a brief moment to catch her breath. While she thoroughly enjoyed giving Twilight such an aggressive blowjob, she was quite beside herself at not only being taken advantage of in such a manner, but Twilight also interrupted her! She knew better! Rarity once again prepared to voice her displeasure, but she couldn't even get a single word out as she felt her own skirt and underwear being yanked off of her legs, sending laying back against her floor as Twilight lay atop her.

"Oh Rarity, you have no idea how long I've to feel this," she proclaimed as she lined herself up and, just like with Pinkie, shoved herself into the waiting pussy as far as she could before pulling out and repeating her thrusts over again, earning her the sweet melodious cries of her partner's sexual satisfaction. Twilight took the opportunity to unbutton Rarity's blouse and expose her marshmallow breasts, groping them with reckless abandon.

Twilight's onslaught left Rarity's lust-addled mind void of anything but the overbearing sensation of her best friend's dick threatening to split her in half. She couldn't really tell if, had any of her other suitors been just as forceful, if she would've allowed them the luxury she was affording to Twilight, but at the moment she only recognized one thing: she NEEDED Twilight's cock. Not just in the moment. She wanted it forever, for Twilight to come into her shop and just force her over her work desk and ravage her. Twilight's cock had firmly etched itself into her body's memory, and she would never be able to have anything that could quite compare.

Perhaps this was why she had lost track of how many times she had cum around Twilight's shaft, her only indications being her slightly higher excitement and Twilight's lust-fueled bedroom talk informing Rarity of just how much she loved the unicorn squirting over her. For Rarity, it had all become nothing more than a blur of violet and navy washing over her, ready to fill her wonderfully tight pussy with as much sperm as Twilight had left in reserve.

Fill

Twilight was going to fill her. Twilight was fully prepared to cum inside her best friend, to sow her seed into the mare's womb; in fact, she seemed keen to. A small part of Rarity panicked at what it would mean for her shop if she had gotten pregnant, but the rest of her couldn't care. She wanted to be used, to be treated as the fuckdoll she was to Twilight, and if that meant that Twilight wanted to pour every last bit of her seed into her, then that was what she was going to be able to do.

Twilight's last thrust penetrated her cervix and unloaded, a tidal wave of sperm flooding into Rarity's womb as her stomach expanded to contain it all. Twilight gripped onto Rarity tight, her fingers digging slightly into the unicorn's soft breasts. Her cock continued to spurt for several minutes, coating every inch of Rarity's insides with her batter.

Rarity didn't even register her own intense climax, her nervews focused solely on the sensation of Twilight's cum painting the walls of her womb. She waited, expecting Twilight to free herself from her pussy's grip and allow her to get to work on fashioning her some new panties, but Twilight seemed to think otherwise as she instead lifted her off the floor while her cock was still lodged in her and pressed her firmly against her wall. "I hope you don't mind if I relieve myself some more?"

Rarity wasn't even given an opportunity to respond before Twilight began thrusting into her again, what little sperm could escape Rarity's vice grip violently spurting out onto the floor.

This was going to be a long day.

Twilight smiled at the picture of Rarity sprawled across her work space, coated and bloated just like Pinkie before her. It was exhilarating to paint her friends with her cum, and even more to know that she'd always have a picture as a keepsake of their first fuck together. She gently placed it below Pinkie's in her scrapbook, admiring her handiwork. Her mind pictured her other three friends framed onto the same page; if she hadn't worn out her libido already her dick would've been poking out from her skirt once again.

She had unfortunately knocked Rarity out cold from their session, and so had to wait to get a replacement pair of panties, but that could wait for another day. She could just teleport home and grab a new pair from her drawers. She could've just done that from the outset now that she thought about it, but the thought of finally having Rarity atop her cock was too good to pass up, though she did question to herself if this had been perhaps a little too easy. All of her reservations of the morning, the excuses she came up with to say this would've been an impossibility; none of it seemed to matter anymore.

She then remembered why she was out here in the first place, pulling out her daily checklist to see what she had to do next.

And who to do next.

Author's Note

So I had a general plan for how the first couple of encounters were going to go, but now we've entered the stage where anyone could be next, barring a couple of faces I'd like to save for roughly the midpoint/end (e.g. the princesses or anyone far outside of Ponyville), so let me know who you think the next chapter should star. It could be any female character who resides in Ponyville, or nearby enough to justify their visit. I'll take the most popular suggestions and make them into the next few chapters. Thank you so much for reading and I hope you'll stick with this for as long as it runs