Regrets

Most ponies wanted to be deceived.

A fashion designer in Canterlot had told Rarity that once, as they'd been preparing for a contest. Ponies, she'd believed, saw what they wanted to see, and the purpose of fashion was to show them the lie they most wanted to believe. Beauty, fame, power— those were the lies she wanted her models to wear.

Rarity had been quite adamant that what ponies wanted was to see the truth in others, that fashion should be a tool to bring out a pony's inner light and allow it to shine for all to see. She'd won that contest, and her competitor has begrudgingly admitted that Rarity might have had a point.

These days, Rarity spent a lot of time wondering if she'd been the one in the wrong, especially when she found herself in this particular bar. She always came here in disguise, and it sometimes saddened her how little effort that required.

A pair of glasses, a dress to hide her cutie mark, and suddenly a world-famous fashion designer and part-time co-ruler of Equestria was just another mare having a drink to drown her sorrows. Ponies didn't want to see her as somepony special, so they bought the lie that Rarity was selling.

She'd become far too good at peddling those, as of late.

"I'll have a Black Manehattan, please," she told the bartender, eager to stop thinking about the mountain of regrets she stood on, if only for a night.

Unfortunately, it was at that moment that she heard the door open, and a unicorn mare trotted in. Her coat was blue and her mane orange, and Rarity had never known a pony with that colouration, but her eyes, though also an unfamiliar teal, shone with a curiosity and intelligence that Rarity would recognize on any face.

Those piercing eyes settled on Rarity, tearing right through her disguise. It was no surprise, really— Twilight Sparkle was one pony who always sought out the truth, no matter how well it was hidden.

Rarity saw the princess' eyes widen in realization, and must have seen the same in Rarity, for she made her way straight towards the empty seat next to her. The gait, too, was familiar— filled with confidence despite lacking grace. "Is anyone sitting here?" Twilight asked in a deep voice that matched the build of the pony she was disguised as.

"Not at all," Rarity replied, trying to hide her reluctance as she gestured for her to take a seat. "Fancy seeing you here," she said once Twilight had climbed up.

"I could say the same about you," Twilight replied. She glanced over at Rarity. "I wish I could get away with a disguise as bare-bones as yours." There was a hint of bitterness in that statement that Rarity chose to ignore.

"You'd be surprised what ponies can be blind to," Rarity said instead. "I daresay that with a cloak to hide your wings and a change in mane style, nopony would bat an eye at your presence here." Where was that damn drink? She needed it now more than ever.

"Maybe, but it's too risky for me." Twilight shrugged. "And I'm better at magical illusions than physical disguises. Speaking of which." Her horn glowed, and a moment later Twilight's true form was revealed to Rarity's eyes. "There," she said in her normal voice. "Figured it might be easier for you if you could see me with the illusions spell on. I should probably just start putting an exception in for all my friends when I use this spell."

"I appreciate the consideration," Rarity lied. The last thing she wanted to see was Twilight's perfect, ageless body. It was worse than being with somepony younger than herself; at least then, Rarity could tell herself that beauty was temporary, would fade in time as they suffered the ravages of age.

Twilight, though, shone with an undeniable truth. That alicorn body, with those graceful curves and immaculate mane and timeless face, that body would remain the standard for beauty for all eternity.

Life just wasn't fair, sometimes.

Rarity shook her head to clear it of that thought. Twilight was a wonderful mare who deserved the world and more. Ruling Equestria wasn't easy, even with help.

Still, why couldn't the eternal beauty have gone to someone who actually wanted it?

"So, do you come here often?" Twilight asked after a moment.

Rarity shrugged. "On occasion," she replied. "Whenever I'm in need of an escape. How about yourself?"

"Same thing." Twilight smiled. "The drinks here are pretty good too."

"Indeed."

As if on cue, the bartender returned with Rarity's order. "One Black Manehattan," he said, setting it down before turning his attention to Twilight. "And for you, ma'am?"

"I'll have an aperol spritz on the rocks, please," Twilight replied, and the bartender nodded and headed off again.

Rarity took a sip of her drink, wincing at the bitterness. It fit her mood, though, so she took another sip.

"You know, I've always found it interesting how your drink order changes with your mood," Twilight commented as she watched Rarity nurse her cocktail. "Light and fruity when you're in a good mood, a glass of red wine when you're feeling emotional and need to vent— white's for when you just want to gossip— and now, you're drinking a Black Manehattan." Twilight stared at the dark liquid swirling around in the glass. "Made by adding bitters to an already-bitter drink." A concerned expression flitted across her face. "Do you want to talk about it?"

"Not particularly," Rarity replied, then sighed. "But, you're good with dates, so you'd likely figure it out eventually. Today is— would be— our anniversary."

"Oh." It was almost audible, the number crunching in Twilight's head as she lined up the dates. "Right, yes, your wedding." And now concern had turned to pity. "I'm sorry, Rarity."

Rarity took another sip to hide her expression behind the strength of the drink. "I suppose it could be worse," she eventually said. "I could still be married to that cheating bastard."

It was Twilight's turn to wince, now. "At least the divorce proceedings are almost over?"

"True. Soon I'll be free of him. Shame about all the lost time, though." Rarity let out a humourless laugh. "The best years of my life, lost to a lie I so wanted to believe in."

"You just want to believe the best in ponies," Twilight said, patting her on the shoulder. "It's what makes you so special."

"It's what makes me a fool," Rarity grumbled as she took a gulp of her drink, needing to purge her mind of thought. The biting taste wiped her brain for a blessed moment.

The bartender returned with Twilight's drink, and there was a moment of silence as Twilight tasted it. Then, she said, "Maybe you spent too long trying to save your marriage, but at least you still have time to make the most of your life."

"Perhaps, but I've lost the chance at love, and what is life without that?" They both drank at that.

"There's still time for you to find somepony else," Twilight said quietly.

"At my age?" Rarity scoffed. "I think not. A mare should know when she's past her prime, and I refuse to use my fashion to tell any more lies about myself."

Twilight rolled her eyes. "You're still beautiful, Rarity."

"The silver in my hair would beg to differ," Rarity shot back. "I'm old and jaded, on the inside and out, and I'm not sure I could ever love again." It was a mistake to allow Twilight to sit beside her. She'd come here to be alone for a reason, and Twilight was ruining a perfectly good wallowing session.

Just as she was about to make her leave, she was surprised when Twilight slammed down her drink with unexpected force. "No." She said, and in that moment, Rarity felt the authority of the High Princess of Equestria in her voice. "I won't let you do this to yourself. It's not right that both of us are miserable now, not when I can do something about it."

"Twilight?" Now it was Rarity's turn to be concerned as Twilight downed the rest of her drink in one fell swoop. "Twilight, whatever is the matter?"

"The reason I come here— the reason I've been coming here for years— is to forget about my biggest regret." Twilight smiled, and it didn't reach her eyes. "I always feel so stupid when I think about how much I let it get to me. I'm supposed to be the symbol of Equestrian Harmony, the ruler who takes the burden of a whole nation with a smile, but I can't get over something that most normal ponies move on from after a few years."

"If it bothers you that much, then it's not stupid," Rarity firmly, refusing to let Twilight beat herself up. "Why didn't you tell us?"

"Because it has to do with you," Twilight said. She took a deep breath, and then said six simple words that stopped Time itself. "I'm in love with you, Rarity."

Rarity couldn't breathe, the fog of the alcohol clearing itself in an instant as those piercing, beautiful eyes that pierced her also bared the soul of her old friend. The pain and regret that Twilight now allowed herself to show was almost staggering, and she could only sit in silence as Twilight continued to speak.

"My biggest regret is that I didn't confess my feelings before you fell in love with someone else," she continued, the words coming out in a rush now that the dam had broken "I didn't want to say anything afterwards because it'd just make things weird and you seemed so happy and I wanted to be happy for you. And I was! But I was also really, really sad for myself. That's why I come to this bar, too."

"Hmm? Whatever do you mean?" That was a safe question, at least. One that Rarity could ask while she recovered from the shock.

"You took me here, back when I first became a princess," Twilight explained. "I didn't know what to order, was freaking out over all the different choices, so you recommended an aperol spritz and I loved it."

"I'd forgotten about that," Rarity admitted with a pang of shame.

"That was the night when I realized I had a crush on you," Twilight said, a slight blush colouring her cheeks. "You were so beautiful, so confident, and I just... it just clicked in my head."

"Twilight, that was over twenty years ago." The sheer magnitude of this revelation rocked Rarity to the core. Her dearest friend had hidden her crush for that long?

Twilight's smile faltered. "I come here way more than I'd like to admit."

"I... I'm so sorry." Despite her best efforts, Rarity couldn't help the pity in her voice. She couldn't imagine pining after someone for so long.

"It's not your fault," Twilight replied. "And now I finally have closure, so maybe I'll be able to move on. I hope this doesn't make things awkward for us— I won't ever bring it up again."

Of course Twilight would offer her a way out. She was always so considerate, moreso than Rarity had ever realized. She could finish her drink, make her way outside, and she was sure that at the next Friendship Council Twilight would act like nothing had happened, and life would go on.

She could go back to her life, and the empty house she could no longer think of as a home anymore.

"Twilight, you can't possibly expect to confess your feelings for me and have our lives continue as if nothing happened." Rarity downed the rest of her own drink, needing all the liquid fortitude she could take for this conversation. She grimaced at the taste before saying, "We should... talk."

"Talk," Twilight repeated. "Okay, communication is important. What do you want to talk about?"

Rarity held back the urge to laugh. Then she thought about the question and wanted to laugh again, because she honestly didn't know the answer either. "I'll admit, it's been ages since I've had to have this sort of conversation."

Twilight smiled. "I'm surprised you aren't having to turn down suitors once a week ever since your divorce went public."

"I'm not you, Twilight," Rarity said dryly. "My days of having ponies vying for my hoof in marriage are long past. It's better that way, given my abysmal decision-making skills when it comes to love."

"You just made one mistake," Twilight countered. "Everypony makes mistakes, you just had to live with the consequences of yours longer than average." She smirked. "Just like me."

"Yes, about that." Her thoughts calming, Rarity turned to the obvious question. "Why? You could have any partner you wanted, these days. Ponies would fall over themselves to be yours. Why not desire someone as young and beautiful as you are?"

Twilight rolled her eyes. "First of all, we're the same age. Second of all, you're the most beautiful mare I've ever met, inside and out. That fact hasn't changed in the past twenty-plus years."

Her exes had all said those words in one form or another. And yet, for the first time in a long time, Rarity believed. Twilight wasn't the type of pony to lie, and the way she spoke, not trying to make some grand romantic gesture but rather simply stating what she believed to be the truth, finally made her listen.

"You really believe that, don't you?" Rarity said softly, tears beginning to glisten in her eyes.

"Rarity, if I thought you wanted it, I'd kiss you right now." Twilight stared her right in the eyes as she said that, refusing to back down even as her blush deepened.

If nothing else, Rarity could respect the bravery needed to say that to her face. "You have no idea how flattering that is, do you?" she murmured softly.

"Why, because I'm a princess?" Twilight snorted. "You've known me since I was just a librarian."

Rarity scoffed. "You've never been 'just' anything, darling. I have always admired your passion, from the day you convinced me to stand up against an ancient evil residing within the Everfree forest. You've always been very dear to me."

"As a friend," Twilight clarified. There was no trace of bitterness in her voice, just cold hard truthfulness.

"As a friend," Rarity admitted. "I'd never thought of you in any other way before. But..." Twilight was kind, and honest, and would never betray her. She was a good mare, with a passion and drive that rivaled Rarity's, and they'd always gotten along so well. Not to mention, Twilight was the epitome of beauty now, and Rarity wasn't exactly blind to that. She'd just never allowed herself to indulge in that thought before. It'd have been unseemly.

But now...

"I do believe I need another drink," she muttered, waving the bartender down. "I'll have a glass of the house red, please." She gestured towards Twilight. "And she'll have a Dark and Stormy."

The bartender nodded and left before Twilight could voice her complaint to him. Instead, she turned towards Rarity with a glare. "What was that about?"

"You've been ordering the same drink for twenty years. For your courage in confessing your feelings, I thought I would reward you by broadening your horizons." Rarity smirked. "And the novelty should distract you while I think."

Twilight's glare softened, though she was still frowning. "Fine," she eventually said.

They sat in silence for a few moments as the bartender poured their drinks. Rarity's mind was racing faster than it ever had before as she considered the opportunity before her.

Twilight Sparkle was absolutely ravishing, now that Rarity allowed herself to think that thought. Her eyes kept darting towards her companions, tracing out the graceful curves of her form as imagined running her hooves along those perfect wings of hers.

That being said, she was an old mare with plenty of regrets in her life that came from chasing after a pretty face. Decades of lying to herself and the world about her failing marriage had made her wary of starting another potential disaster of a relationship, especially with the primary ruler of all of Equestria.

Their drinks arrived, and Rarity swirled the red liquid around her glass before sipping at it, letting the floral notes dance around her tastebuds as she hummed appreciatively.

"This is really good," Twilight said, next to her, and Rarity belatedly realized that the princess had already downed half the glass while Rarity had been savouring her first few sips. "Thanks for ordering it for me, Rarity."

It was hard to think of Twilight as someone who would deceive her as her other lovers had before. Despite her roles and responsibilities, she was still so pure, so honest and selfless and true, and the idea of her straying was absolutely laughable.

And yet, Rarity had thought that before, and been burned for it.

But her time on this world was fleeting, and did she really want to spend the rest of her life refusing to take risks because she might make a mistake?

Then again, she couldn't go through another round of smiling for the cameras, living a lie once again.

She looked again, and saw Twilight staring in adorable fascination at her drink, completely captivated by this new culinary experience. That was the mare she was scared of?

"Oh, to Tartarus with it." Carefully weighing pros and cons was for ponies like Twilight. Rarity had always been a mare to follow the truth of her heart, and damned if she was going to change this late in the game.

Twilight looked up from her drink at her in surprise. "Huh?" she said, looking cute as a button.

"Twilight," Rarity said, staring her in the eyes and speaking with complete seriousness. "Will you do me the honour of allowing me to kiss you?"

Those beautiful, brilliant purple eyes of hers widened in shock at Rarity's question. "R-Really?"

Rarity nodded, not trusting herself to speak and break the illusion that she knew what she was doing.

Twilight leaned in, closing her eyes, and Rarity did the same. She could feel the heat coming off from her friend, and her heart pounded away as they finally closed the distance and pressed their lips together.

For a moment, Twilight didn't move, allowing Rarity to take control of the kiss and enjoy the yielding softness of Twilight's muzzle.

And then Twilight tried to kiss her back.

Rarity was a little surprised to find her partner trying to mash their faces together with great ardour, so she wasn't able to collect herself enough to react when Twilight's tongue began doing some very... interesting motions against Rarity's teeth. A few seconds of that oddness later, she had recovered enough her bearings to push back, trying to bring the kiss back on course and mostly succeeding as she guided Twilight's passion towards a more balanced merging of their tongues.

Some time later, the two of them broke apart, panting lightly. "Sorry," Twilight said sheepishly. "I haven't studied kissing before so I just went off some things I remembered from a few novels and I'm pretty sure that's not how it's supposed to work but I didn't have any other priors to go off of so..."

Rarity silenced her with a hoof pressed gently against her muzzle. "Was that your first time, darling?"

Twilight nodded, mumbling a "yes" against Rarity's hoof.

"Oh my." There was a giddiness in Rarity's that she hadn't felt in years, an almost childlike glee at everything she'd be able to teach Twilight. "You cannot be serious. The most desirable mare in Equestria, and you've never indulged any of your suitors?"

Twilight cast her gaze away from Rarity. "I didn't. Part of it was me being busy and not wanting the complications of a relationship. But... none of them were you." Her blush intensified as she said that, and Rarity's heart melted.

"Oh, Twilight." Rarity pressed a hoof against her chest. She glanced towards the glasses on the table. "Why don't you finish your drink and then teleport us somewhere private? We have so much to discuss now."

Twilight nearly knocked over her cup picking it up, and downed the rest of its contents with an almost worrying fervour.Rarity, meanwhile, smoothly picked up her glass, ignoring her racing heart and trembling hooves, and took one long drink, lamenting over the lost opportunity to fully enjoy the vintage. Still, there were more important things to enjoy right now.

Rarity pulled out a number of bits from her saddlebag, placing enough down on the table to cover their bill, with a sizeable tip. A few seconds later, Twilight's horn glowed, and the two of them vanished from the bar.

A sly smirk spread out across Rarity's muzzle as she recognized where they'd been taken to. "My, my, my, Twilight Sparkle," she teased. "Bringing us straight to your bedroom, hmm? Somepony's feeling forward tonight."

"What? No!" Twilight stumbled back from her, raising up a hoof in a defensive gesture. "I just, you said to take us somewhere private, and this is the one place I thought of that didn't have any guards! That's it!"

Rarity chuckled. "Oh, Twilight, never change."

Realization dawned in her eyes as Twilight glared at Rarity. "I'm really nervous, okay? It's been a long time since I've felt this unprepared for something. I never thought I'd ever be able to kiss you."

How else could Rarity respond to that, except to reach out to give her old friend a tight hug. "I'm so sorry I didn't notice, darling," she whispered into her ear.

"It's okay," Twilight replied. "You're here now." They pulled apart, and Rarity could see her eyes glisten with tears. "You're here now, right?"

"I..." Twilight deserved the truth, deserved better than a thoughtless reply. Rarity took a moment to collect her thoughts before responding. "I'm here now," she said firmly, before adding, "but I can't promise you forever." Her own eyes were tearing up at the emotion welling up in her heart. "I don't even know if I can promise you the rest of my days. Not yet."

She stroked Twilight's face with a hoof. "But I'm here tonight, so why don't we enjoy the present and worry about the future after?"

Twilight nodded, and Rarity leaned in to kiss her again.

This time, the princess allowed her to take the lead, her mouth yielding as Rarity pushed her tongue forward and led the dance. Her hoof wrapped around Twilight's head to pull her closer, marvelling in how silky smooth Twilight's coat was.

A moan of pleasure echoed from the back of Twilight's throat, and Rarity pressed on, deepening the kiss as she allowed one forehoof to roam across Twilight's barrel. She stroked her withers gently, and Twilight shuddered in response.

This time, when they finally pulled apart, Twilight's eyes were filled with nothing but desire, and for a moment, they both glanced towards the Royal Bed before their eyes met again, and a silent question passed between them.

When Twilight didn't say anything and instead turned her head away, Rarity cupped her chin with a hoof, forcing her gaze to lock onto hers. "Tell me what you want," she commanded, needing to hear the words. She was hot, so hot, burning up with desire in a way that she hadn't felt in over a decade, but she also knew they were moving fast, so fast, and she needed to know that Twilight was okay with that.

"I want..." Twilight swallowed, and Rarity saw the uncertainty roiling in her expression. "I don't know what I want," she admitted. "Well, that's not exactly true. I know what I want, but I don't know if it's a good idea, and part of me says we should slow down and make sure this is right and that we're compatible, especially given the risk of a relationship going poorly. But another part of me wants to ask you to throw me onto that bed and do all the things I've fantasized about and I don't know what I should tell you."

"We don't have to do anything tonight," Rarity replied, letting go of Twilight. It was so hard to say those words, but she knew she had to. "We can just kiss, if you want. Would you like that?"

Twilight nodded profusely. "Yes, please."

Rarity put a lifetime of tenderness into her kiss, channeling the decades of affections she'd held for Twilight. Maybe she hadn't cared for her in this way until tonight, but Twilight had always been somepony special to her, and she needed to make sure that her little princess knew that without a doubt.

"Buck it," Twilight said when they ended the kiss. "I'm going to regret it for the rest of eternity if I give up my only chance to spend a night with you, no matter how it ends up."

Rarity smiled. "What have you decided then, dear?"

Twilight took a deep breath before saying, "I want to have sex with you, Rarity."

"It would be my most sincere pleasure, darling." With that floodgate open, Rarity pressed her lips against Twilight's as she allowed her hooves to roam freely, brushing up and down against Twilight's chest and barrel and savouring all the little twitches and gasps that her ministrations provided.

She could feel her own body heating up too, a tension between her back legs and called out to her to get on with the show. Rarity clenched her back legs together to try to relieve some of the tension, but she refused to rush this, wanted Twilight's first time to be as special as possible.

Twilight's foreleg also reached out as she tried to mimic Rarity's movements with all the passion that Rarity would expect from the mare. It was easy to forget sometimes how fast of a learner Twilight was— some days it felt like she already knew everything a pony could know. But Rarity soon realized that Twilight was reading Rarity's reactions, rubbing slow circles around the top of her withers when she noticed Rarity's moaning softly the first time she did it.

In very short order, they were both very worked up, and Rarity began leading them towards the bed. When Twilight's back legs bumped up against the sheets, Rarity gently pushed her onto it, letting Twilight fall onto her back with a soft "oof."

It was at this moment, as Rarity prepared to climb onto the bed with her, thar she realized she was still wearing her disguise. "One moment," she said as Twilight watched her expectantly. "I should slip into something more comfortable first."

For a moment, she hesitated, her magic tugging against her dress but not actually pulling it off. It had been over a decade since she'd allowed anyone besides her ex see her wearing nothing, and for good reason. Rarity had learned to shroud her body in the finest fabrics, to project the image of a young mare still in her prime by hiding the ravages of time on body.

It was a lie she'd told with her appearance so many times that it had become second nature to her.

But this was Twilight, whom Rarity has no doubt had already seen through her deceptions. This was a mare she could never deny the truth to, and so she cast away her clothing, setting them on the dresser in the neatly-folded pile with the glasses resting on top.

Her breath stilled as she let Twilight gaze upon her body, one that looked so much older than the ageless princesses. In this moment, Rarity felt completely outclassed by Twilight.

I don't deserve to be here. Twilight is far too good of a mare for me.

"Stars above, you're so beautiful," Twilight whispered with a reverence that only she deserved. "I want you so much, Rarity."

And in her sincerity, Rarity found her confidence again. "The feeling is quite mutual, my dear." With that, she trotted closer, the gait and smile becoming predatory as planned out her conquest of her beloved friend. "You mentioned that you'd fantasized about me before, yes?" she asked, placing a hoof on one of the back legs that Twilight had dangled off the edge of the bed.

Twilight nodded. "I did that a lot, yeah."

Rarity stroked her thighs softly, gently, never getting close to the juncture that held her final prize. This was just a warm-up, after all. "Tell me," she commanded, trailing a hoof upwards towards the sides of her hips. "I want to know what you've imagined, what images of me you've pleasured yourself to."

"I... I don't know if I can do that," Twilight squeaked out, shivering as Rarity traced light circles around her barrel. "It's kind of embarrassing."

"I think the time for embarrassment has quite passed," Rarity replied, pressing a light kiss against Twilight's belly. "Wouldn't you agree?"

"You have a point, but I still can't help how I feel," Twilight said, staring down at Rarity with what almost looked like disbelief in her eyes, like she thought that Rarity might decide to forgo this whole endeavour any moment now and leave her.

"No, you cannot, but you can overcome it, certainly," Rarity trailed her kisses upwards, letting the soft hairs of Twilight's coat tickle her lips. "After all, you were brave enough to confess your feelings for me, no? And I would so love to know how much I was desired."

"Okay, for you." A determined expression crossed Twilight's face. "So, uhh, I spent a lot of time thinking about us being together, and I think some of it might not even be physically possible?"

Rarity leaned over to press a quick kiss against her lips. "How about your first time? Surely you must have imagined what this moment would be like."

"Sure, yes, first time." Twilight closed her eyes and her muzzle scrunched up cutely in thought. A moment later, she opened them again. "I always imagined that we'd start out with kissing— which I guess we've already done, so that part was accurate, at least. Then you'd push me onto the bed— I guess that's also pretty standard, heh." She let out a nervous chuckle.

"Quite so," Rarity replied. "What happens then?" she asked, stopping her ministrations for a moment as she waited for a response.

"Well, you kiss me again, but this time you're lying on top of me, and I can feel our bodies pressing togeth— mmph!" Twilight's fantasy was cut short as Rarity decided to make it a reality. She'd crawled up onto the bed while Twilight was speaking, and lowered herself down at the same time their lips met. Their coats rubbed together, mingling and brushing against one another in yet another display of growing intimacy as they kissed.

"Like that?" Rarity teased, smiling as she looked down on Twilight's shocked and flushed face. Stars, but she was beautiful, so beautiful, the type of mare that Destiny could only permit to exist once a millenia.

"Honestly, that was better than I could have imagined," Twilight said breathily.

"I'm glad to hear that, darling. So, what comes after that kiss?"

"More kisses, but this time you trail them down my neck— o-oh, yeah, exactly like that." Twilight shivered as Rarity tasted her lover over and over again, delighting in be able to make somepony's dreams come true, especially a pony as special as her.

"And my hooves?" Rarity pressed on between kisses. "You've considered them as well, I would assume."

"They're rubbing against my thighs at first, nowhere too intimate, just teasing." As Twilight spoke, Rarity continued following her descriptions, tracing slow circles far away from her sex, but moving slightly closer with every cycle. "You're also kissing my belly now," she added, seemingly getting into this dynamic enough to not realize she was basically instructing Rarity.

That was fine, though, for now. The purpose of this had been to make Twilight less nervous, and it was certainly working. Rarity dutifully peppered more kisses along Twilight's belly, stopping to quickly dip her tongue into her navel and make Twilight twitch and giggle at the sensation.

"Okay," Twilight said after a while. Rarity's hooves were getting dangerously close to reaching somewhere much more intimate, as Twilight had put it, and it seemed the alicorn wanted more now. "Usually in my fantasies this is when you stop teasing me and actually start stroking my marehood."

"I see," Rarity said, continuing her gentle caressing of Twilight's thighs. "And is that when you start to pleasure yourself while thinking of me?"

"Yes." A few more seconds passed before Twilight glanced quizzically at Rarity. "Uhh, you're still stroking my thighs."

"Not true," Rarity replied. She leaned down to place another kiss on Twilight's barrel. "I'm also showering you with kisses."

"Right, but I just said that this is the part in my fantasies where your hoof is normally between my legs," Twilight explained.

"And this is not your fantasy." Rarity's grin widened. "It's ours. And I want to tease you for a little while longer, darling." She punctuated that statement by lightly biting one of Twilight's teats, making her princess let out a startled "eep!" in the process.

"Oh," Twilight said, processing Rarity's words for a moment before saying, more emphatically, "Oh."

"I want you to know that this isn't a dream." Rarity's grin grew devilish. "And of course, I want to hear you beg as well, my princess." With that, she finally parted Twilight's legs, exposing the delicate folds of her marehood. "Well, I'm waiting," she said, to hide the fact that she was captivated by the beauty of seeing Twilight offering herself so completely.

Twilight's blush returned, but when Rarity eventually leaned down to open her mouth and let out a puff of warm air on her little bud, she finally relented. "Please, Rarity," she choked out as she squirmed. "Please, I need you to touch me. I need you."

How could Rarity deny her lover anything when she spoke with such desperate passion? "I'm here, Twilight." She placed a single, soft kiss against that nub of pleasure, and then her hooves parted Twilight's folds, gently stroking up and down in a practiced fashion.

Rarity might not have been as young and spry as she'd once been, but experience trumped youth here as she expertly drew gasp after moan after whimper from Twilight, teasing her to a fever pitch as she found all her most sensitive spots and stimulated them without mercy.

"Tell me, Twilight, is this what you imagined?" Rarity asked, her horn lightning up as she used her magic to push deeper into Twilight's passage. "When you lay in bed at night, your hoof dancing against your flower, does it feel this good?"

Twilight shook her head. "It— it's better," she said, her thighs clenching as she grew wetter under Rarity's touch. "So much better. The books didn't describe how good it'd feel." She let out another gasp. "I don't know if language is equipped to describe how good this feels."

"Perhaps not, but a mare does still appreciate having sweet nothings whispered into her ear from time to time." Rarity stilled her hoof for a moment. "For example, did you know that you are the most ravishingly beautiful pony I've ever laid eyes on? I don't think I've ever told you, but you have a body that most mares would die for. And now, it's all mine."

As she spoke those final words, Rarity took Twilight's clit into her mouth and sucked hard, using her magic and hooves to thurst in and out of her passage as her ears were graced by the sound of Twilight shouting with pleasure.

A wave of wetness washed over her hooves and Rarity kept the pressure on, soak her coat with Twilight's release. Her legs clenched over and over again her release overtook her, robbing of any words except for a single, strangled "I love you, Rarity!" that pierced right into her heart and set her own loins aflame.

Rarity carefully brought Twilight down from her orgasm, softening the intensity of her motions until Twilight lay still on the bed, breathing heavily as she stared up at Rarity with wonder.

"That was..." The princess paused to take a breath. "Wow."

"I'm glad you enjoyed yourself, darling," Rarity said, smiling to herself at the sight of a mare well-loved. "My skills are as sharp as ever, it seems."

"Oh yeah, definitely." Twilight's own grin was wider than Rarity had ever seen on the alicorn mare before. "Now I get why there's so many books romanticizing sex. Is it like this all the time, or is this encounter an outlier?"

"That's something you shall have to find out yourself." Rarity casually rubbed her own marehood with her hoof as she spoke, trying to relive the tension that had built up there while she was hoofing Twilight. Unfortunately, the knowledge that her hoof was soaked with Twilight's juices and were now mingling with her own only served to heightened her desires.

Twilight noticed what Rarity was doing and frowned. "Oh, right, I completely forgot about you. I'm so sorry, Rarity." She moved to sit up, but Rarity pushed her back down.

"That's quite alright, dear," Rarity said. "I'm just happy that I could make this moment special for you." She meant it, too— she could relieve her own desires at her leisure, but knowing that she had ensured that Twilight's memory of her first time would be something incredible was something she would cherish for the rest of her life.

"I want to, though," Twilight protested. "I want to touch you and taste you and do all the things that you did to me. From what I've read that's half the fun of sex."

"In that case, who am I to deny you?" Rarity lay down atop Twilight and then rolled them over so that she was beneath her nervous princess. "I'm all yours, darling."

Once again, Twilight began by mirroring what Rarity had done, quick little pecks against her neck as she brushed her hoof lightly against Rarity's thighs. "Does this feel good?" she asked after a few seconds.

"I'm quite enjoying this, yes," Rarity replied. "Though, I'm rather pent up after tonight's activities, so you could move on to the main event if you wished."

"Oh, sure!" Apparently, Twilight took that as an indication to immediately dive in and start licking Rarity's folds with enough force that she wondered if the other mare was trying to peel her skin off.

"Ooh, gentler please, Twilight," Rarity yelped, instinctively closing her legs under the assault.

"Sorry, sorry!" Twilight pulled back, and then a moment later spread out Rarity's legs and applied a little restraint in her actions. This time, it only felt like a normal amount of excessive exuberance.

"A little more gentleness, if you would. Ah, yes, that's perfect. Oh, oh, yes, keep doing that, Twilight." Rarity made sure to be vocal in her reactions, knowing that Twilight would pick up on her cues quickly. "Right there, yes, yes, just like that. Oh, Twilight, you are such a good student."

Twilight picked up her pace at those words, blushing furiously, and soon enough Rarity was right back to the precipice of orgasm after their unfortunate detour.

"I'm close," Rarity warned as her inner walls clenched against Twilight's long and dexterous tongue. "If you use your magic on my— yes, like that, oh, oh, aaaah!"

"I love you, Rarity." Those were the last words from Twilight before Rarity fell over the edge and let ecstasy overwhelm her. All the while, Twilight kept licking and sucking and stroking with just the right intensity to let her ride out her orgasm, leaning in when Rarity began thrusting at her hips towards Twilight's face to hide her tongue to the end.

Her climax was long and drawn-out, releasing the tension that had been building up for far too long into a wonderful symphony of bliss and eroticism. Rarity cried out over and over again, wordless songs of thanks to her lover.

When her hips had finally stopped twitching and the last of her pleasure had been wrung out, Rarity found herself cuddled up Twilight on the bed, their bodies pressed together in quiet intimacy despite the juices soaking through their coats.

"I love you so much, Rarity," Twilight said quietly, nuzzling her as she spoke. "I know it's too early for you to say that back, but I just needed you to know."

Most ponies wanted to be deceived.

Rarity still didn't know if that was true or not. But she did know one thing.

Twilight wasn't like most ponies.

"And I need you to know that I care for you very deeply," Rarity finally said, lifting Twilight's chin with her hoof so she could look her in the eyes as she spoke. "I don't know if it's in the way you'd hoped, but right now, I'm afraid that's all I can offer you."

"This is more than I'd ever thought I'd get, so even if we only have this one time, I think... I think I'll be okay with that," Twilight replied, and there was peace in her voice. "But I'd love it if you stayed the night, at least."

"Of course, darling," Rarity assured her. "I shall be here in the morning."

"And after that," Twilight said. "Do you want to date?" She quickly added. "It's okay if you don't, but I— I'd really love it if you wanted to."

"That sounds lovely," Rarity replied with a smile. "Shall we schedule some time tomorrow, then?"

Twilight nodded. "How about dinner? I should be able to move my meetings around to make that work."

"Dinner it is, then." Rarity let out a yawn. "For now, though, I want nothing more than to sleep curled up in the embrace of a ravishing beauty such as yourself. Will you indulge an old mare?"

"Sure, Rarity."

Tomorrow would certainly be a complicated day. But for the first time in decades, Rarity felt peace in her heart as she drifted off to sleep.