Starlight Glimmer stood at the poolside, feeling distinctly out of place. The grand reopening of Canterlot Public Baths, after extensive renovations to bring the historic complex of outdoor and indoor pools, saunas, gyms and more up to modern standards, was nominally a community event, but she saw very few common Canterlot ponies around the main pool. Maybe they had all been carefully herded into the indoor sections so they couldn’t bother the celebrities, Starlight thought cynically. Or, equally possibly, they weren’t coming until the evening when all the celebrities would be gone and wouldn’t bother them.
The weather was perfect, of course. The early June day was warm and sunny, with just enough fluffy, pristine white clouds in the sky to keep it looking interesting, and a carefully managed light breeze to keep the flags fluttering and the ponies milling about in the gardens around the pools from overheating.
Starlight had received an invitation to this exclusive event for two reasons. First, because she was a friend and student of Twilight Sparkle, and now the guidance counselor of Twilight’s new school project: and second, because she had helped Rarity in creating a new line of enchanted swimsuits, for mares who were packing something extra, such as herself.
Indeed, Starlight was wearing the prototype swimsuit she and Rarity had worked on together right now. It was a simple but stylish two-piece in black and green, the colors complementing her pink coat and purple mane very well. There was a bit of discreet padding and support in the top, to make Starlight’s modest bosom look both fuller and perkier, and quite a lot of thaumaturgical-grade electrum and copper wire woven into the bottom that displaced her futa package into the astral plane, leaving her crotch looking smooth and flat, like a more typical mare’s.
She was far from the only one of the guests to wear an outfit by Rarity, but so far Starlight had not seen any mare whose swimsuit had the three hexagonal sapphires, instead of the usual blue diamonds that were Rarity’s signature touch, that powered the enchantment. She wondered if Rarity’s anonymous customer even was here; as much as Canterlot ponies considered their city to be the center of not just Equestria but the world, there were other centers of wealth and sophistication where a wealthy futa mare might find herself in need of a discreet swimsuit.
She walked alongside the pool, spotting celebrities, politicians and nobles as she went by, and wished Trixie would have come along. Her friend was theatrical, often oblivious, frequently annoying… but she was never boring, unlike the stuffy Canterlot unicorns swarming all over the garden.
“Starlight, darling! I’m so pleased to see you here,” a familiar voice called out. Starlight turned and saw Rarity coming towards her. The designer was wearing a glossy black bikini that looked like it had been painted on her, showing off the white unicorn’s full breasts and curvy hips. Or was it black? The longer Starlight looked at Rarity's swimsuit, the more she felt that it was a very, very dark purple instead.
Reaching Starlight, Rarity took her hand, and craning her neck, air-kissed the older unicorn with an audible *mwah* noise. “So! How is it?” she asked, giving Starlight’s crotch a meaningful look. “Everything’s holding comfortably, I trust?”
“Quite comfortably,” Starlight agreed, tugging the waistband of her swimsuit bottom slightly as she dragged her gaze up from the deep, white valley between Rarity’s breasts, and back to her face. If Rarity had noticed where she had been looking, her expression showed no sign of it. “Your mystery customer should be happy with her outfit. Do you know if she will be here?”
A smug smile appeared on Rarity’s face. “Oh, she will be. Who knows, maybe I’ll introduce you to her at some point… Oh, there’s Twilight with her guest! I’ll have to go and try to sell one of our swimsuits to her. Don’t go anywhere, Starlight!” She sauntered off, her hips and tail swaying in a way that inevitably drew Starlight's gaze to them.
Starlight rather doubted Rarity would manage to sell anything to the tall, dark mare standing next to Twilight. The scarred, hard-bodied unicorn was wearing a skimpy black halter-top that barely covered her small breasts, and a pair of black swim briefs that did nothing to cover the large bulge at her crotch. Tempest Shadow was clearly a pony who didn’t believe in hiding who or what she was, and Starlight felt a reluctant admiration towards the she-stallion for that.
A fanfare drew her attention from Rarity, Twilight and her notorious guest to the podium at the end of the pool, where Princess Celestia had appeared with her sister. The royal alicorns wore similar bikinis, in metallic gold for Celestia and shining silver for Luna. Starlight ignored Celestia’s speech, frowning as she studied the sisters from afar. Those bikinis looked rather familiar…
Before she could come to any definite conclusion, Celestia ended her speech. Immediately, Luna launched herself into the air with a beat of her broad wings, soaring up over the pool. Then she twisted in the air, folded her wings, and plunged into the water in a perfect dive. There was applause as the Night Princess surfaced, her starry mane spreading across the surface like an oil slick. “We declare the pool open!” she cried out in Royal Canterlot Voice.
There was an immediate rush of ponies joining Luna in the main pool or slipping into one of the smaller ones. Starlight, who didn’t feel like swimming, looked around for Rarity, and saw her talking to a vaguely familiar-looking unicorn couple. She shrugged and headed onwards from where she had last seen Twilight and Tempest, hoping to catch up with her friend. The garden path she was following soon led her to a small fountain, surrounded by marble benches and sheltered by tall hedges. There was an alicorn sitting on the edge of the fountain, letting the bubbling water run across her hand, but instead of Twilight, it was Princess Celestia herself.
“Hello, Starlight Glimmer,” the alicorn said. “Don’t be shy! I have not yet had an opportunity to thank you for your efforts in making these lovely swimsuits for me and my sister.”
Hesitantly, Starlight approached the princess, reminded once again how big she was: not just tall, but all-around massive, with broad shoulders, powerful limbs, and enormous breasts. Even with her sitting down, Celestia’s head was level with Starlight’s own. “Ah… so you are Rarity’s mystery customer, your Highness,” she said even as she spotted the rune-engraved sapphires gleaming at Celestia’s hip.
“Indeed, I am,” Celestia replied, smiling calmly. “And I am very pleased with the results of your collaboration. You must know yourself how bothersome it is to keep up the concealing spells for appearances’ sake.” She shifted her broad thighs and passed one huge hand across her crotch, briefly revealing a golden bulge bigger than Starlight’s and Tempest’s ones put together, before another pass of her hand made it disappear again. “Thanks to Rarity’s design skills and your excellent spellwork, I and my sister can now mingle with our subjects more comfortably even in events like this, with so many… distractions around.”
“Uh, that’s good,” Starlight said, starting to feel very distracted by the big alicorn’s presence herself. Images of getting her head buried between Celestia's tits, or resting her head on the Sun Princess' crotch, breathing in the sun-warmed musk of her futahood... With a bit of an effort, she forced herself to focus. “Do you know where Twilight went, Princess?” she asked, thankful that the enchanted swimsuit was hiding her sudden arousal.
“I do," Celestia said, smiling pleasantly but not elaborating. "However, I believe Rarity is looking for you first,” she said, pointing the way Starlight had come.
The white unicorn was indeed hurrying over, her bosom bouncing impressively as she approached.
“There you are, Starlight! I told you to- Oh my goodness, I didn’t notice you, Princess!” she said, bowing hastily. “I guess my little surprise has already been spoiled, then?” When both Starlight and Celestia nodded, she snorted. “Ah, well! Anyway, I hope you don’t mind if I grab Starlight, your Highness? I have an, ah, urgent need for her talents!”
“Of course, my little pony,” Celestia said, sounding and looking amused, as Rarity grabbed Starlight’s hand and almost dragged her away from the fountain.
Once they were out of the Princess’ sight, Rarity stopped and threw her arms around Starlight, drawing the startled unicorn into a long kiss. “I really can’t thank you enough for helping me!” she said when she eventually broke the kiss. “Everypony here saw the royal sisters wearing my swimsuits. I’m going to get so many orders now!”
“Ahh… you’re welcome,” Starlight said, feeling her face flush and dick stir further. “It was an interesting problem to solve, and I enjoyed working with you. Anything for a friend, right?” The twenty percent cut she had negotiated with Rarity for all sales of their enchanted swimsuits was a nice bonus, too…
“Mmm, yes,” Rarity said, moving closer and placing her hand on the front of Starlight’s swimsuit bottom. “I have another personal project you could help me with…” she said, fondling the taller unicorn’s crotch, sending phantom shivers through her displaced dick and balls.
Starlight’s eyes widened as the younger unicorn leaned in, pressing her breasts against Starlight's. Throughout the time they worked on the swimsuits together, Rarity had been flirting with her, but Starlight had assumed there wasn’t anything serious about it - more’s the pity! So, she had settled for feasting her eyes on Rarity’s gorgeous body, and occasionally fantasizing about her when she had to relieve her pent-up libido. Now, she found herself reassessing everything that had passed between them... and liking the results!
“Uh… would it be hands-on work?” she quipped, feeling awkward and aroused in equal measure, her stiffening nipples poking against the already-hard nubs capping Rarity's bikini-clad breasts.
“Very much so,” Rarity replied, giving her a sultry look. “C’mon, I know a place. Just follow me…” She led Starlight along a narrow, almost hidden path to one of the storage sheds located near the pools, but discreetly hidden by hedges and flowering bushes. It was trivial for Starlight to unlock the door with a spell, and they slipped quickly inside.
The shed was half full of crated chemicals, folded-up beach chairs and umbrellas, and other stuff less recognizable in the dim glow of Starlight’s horn. “Ugh… so dusty,” Rarity said, looking around. “Maybe we should look for an- “
Starlight decided that it was the right time for her to take charge of things for a while. She grabbed Rarity by the shoulders and kissed her again, shutting the designer up mid-sentence.
“Mmm… or we could just do this,” Rarity mumbled as Starlight moved to nibble hear ear, the designer reaching down to grab her butt and squeeze it. The two unicorns made out eagerly, nuzzling and groping each other’s bodies, until Rarity pulled back.
“Enough of this… I want to see what you’re packing, Starlight.” She hooked her fingers under the waistband of Starlight’s swimsuit bottoms and pulled them down. Released from its magical hiding place, the futa mare’s full package flopped out. After her time in the sun, followed by her encounter with Princess Celestia, and finally Rarity’s ministrations, Starlight’s junk was practically steaming.
“Oh, my goodness!” Rarity gasped in exaggerated surprise as she looked at Starlight’s half-erect cock, already out of its sheath. “I didn’t imagine you were this big!”
Despite the obviousness of the flattery, Starlight enjoyed it. Feeling blood rush into both her face and her swelling shaft, she sat down on the table edge, legs wide apart with her balls and cock hanging over the edge. “Go on,” she said, gesturing at her sweaty junk. “I know you want to get your hands on it…”
“Oh, yes,” Rarity said, her voice husky as she leaned closer, nostrils flaring as she breathed in Starlight’s she-male scent. With one hand, she cupped Starlight’s scrotum, while the other grabbed her breast and gave it a squeeze. Starlight’s hefty futa balls inside were massive for a unicorn, whether a futa mare or a stallion, and Rarity could only hold one at a time in her hand. “Mmm… such a nice pair,” she crooned, giving Starlight’s sack a nuzzle.
Starlight moaned as Rarity played with her junk, huffing more of her musk. Unlike the monstrously big futa cocks of porn and urban legend, Starlight’s maredick was modest in length, even slightly under average for a unicorn stallion of her size. However, she made up for that in girth, as Rarity found out when she tried to wrap her fingers around the swiftly stiffening shaft.
“This is… *slurp* going to… *slobber* be a… *slurp* challenge,” Rarity said between licks, as she worked her way along Starlight’s length, from the sheath all the way to the twitching tip. “But… I like challenges,” she said, her breath hot on Starlight’s sensitive cockhead.
Starlight tossed her head back and groaned as Rarity opened her mouth wide and eased the thick cock into her wet and welcoming muzzle. With agonizing slowness, she took it in, a fraction of an inch at a time, until her plump lips, now stretched out in a taut ‘O’, met Starlight’s medial ring.
For a while, Starlight merely sat and enjoyed the amazing feeling of Rarity gently bobbing her head back and forth over her cock, the designer’s talented tongue twirling around her crown whenever she drew her head back to take in another breath.
Pushing the crotch of her bikini bottom aside, Rarity plunged her hand straight into her dripping wet marehood and started fingering herself furiously. The aroma of her freely flowing pussy juices mingled with Starlight’s pheromone-laden musk, making both mares hornier by the moment.
Savoring the super blowjob that she was getting and listening to the wet squelching of Rarity finger-banging her own cunt, Starlight had an idea. “Rarity… Has anypony ever given you a hornjob?” she asked. The designer looked up, flicked her ear, and made a muffled ‘Nuh-uh’ sound. “Would you like to try it?” The question was met with an eyeroll and another ear-flick, which Starlight interpreted as a skeptical go-ahead.
She raised her hand up to her forehead and lit up her horn, creating a shroud of shimmering magic around her hand. Then, as Rarity started pushing back down on Starlight’s cock, she gripped the designer’s horn gently.
Rarity’s reaction was immediate: her eyes widened in shocked pleasure, and she let out a long, warbling moan. Clearly, she was one of the lucky unicorn mares whose horn seemed to be directly wired to their G-spot! Recovering a bit from the initial flood of sensations, she pushed herself down on Starlight’s cock with renewed vigor.
The shed filled with the sloppy sounds of Rarity’s wild cocksucking and the frantic schlicking of her fingers in her soaked pussy, with Starlight’s rising moans and the steady hum of her magic around Rarity’s horn adding another layer to the concerto of lust.
Starlight felt her tingling balls tighten and knew she couldn’t take Rarity’s oral assault much longer. “Ohhh… I’m getting close…” she gasped. “Can you, ahh… take it all?”
Rarity’s eyes, that had been hazing over with pleasure, cleared a bit, and she let out an affirmative moan. Slowing her movements a little, she worked herself all the way down to Starlight’s medial ring. Instead of stopping there, she pushed onwards, her taut lips slipping over the ridge in Starlight’s shaft, until she was kissing the base of the cock.
The sensation of Rarity’s tight, slobbery throat squeezing and rippling around the widening flare of Starlight’s cockhead pushed the futa unicorn to the brink. With an intense effort, she held back the flood of cum already churning up from her balls and focused on vibrating the magic field around Rarity’s horn.
Rarity let out a keening wail, her eyes crossing and sparks dancing around her horn. Then the first horngasm of her life hit her like a hammer between the eyes, swirling wisps of ectoplasm shooting from her horn. The regular orgasm followed a couple of seconds later, Rarity’s pussy clenching and gushing juices all over her hand and wetting the insides of her things.
Seeing, hearing, and smelling Rarity’s messy climax was too much for Starlight’s fraying self-control, and with a whinny of pleasure, she fired her load down Rarity’s throat. The shellshocked designer swallowed reflexively, but the flood of potent futa cum proved to be more than she could handle, surging up to fill her mouth and squirt explosively out from her nose and the corners of her mouth.
Huffing and shaking with pleasure, Starlight dismissed her spell and let go of Rarity’s horn. “By Celestia, that… that was the best blowjob I’ve ever had,” she panted as Rarity, coughing and spluttering, pulled away from her softening dick. “Uh… do you want a towel? I thought I saw something…”
They both froze as they heard someone try the door handle. Starlight’s eyes flicked to the door, then to the pile of crates, and before Rarity could say anything, she had grabbed the other unicorn and their discarded swimsuit pieces in a telekinetic field and swung them through the air and behind the crates. She followed them a moment later, landing on top of Rarity, who stifled a pained grunt. Starlight’s horn winked out, plunging the pair of unicorns into darkness.
Seconds ticked by, and Rarity shifted beneath her, trying to push Starlight off. Then the door rattled again and somepony slipped in, followed by another. The door closed, and a magenta hornglow filled the small space.
“This is a bad idea, Princess,” they heard a deep female voice say. “I thought you were going to give a speech to the donors…”
Another, more girlish voice responded. “Yes! And that’s exactly why I need a good dicking beforehand! Please, Tempest, let’s not waste time!”
Starlight and Rarity, who both recognized Twilight Sparkle’s voice, looked wide-eyed at one another. Cautiously, they peeked around the corner of the crate pile, and saw Twilight bent over the same table they had been using only a couple of minutes ago, with Tempest standing behind her. The she-stallion had pulled her briefs down and was stroking her long cock with one hand, even as she pumped three fingers of her other hand in and out of the alicorn’s wet pussy. Clearly, only their own horniness had prevented Twilight and Tempest from noticing the smells of sex already filling the shed!
They ducked back behind the crates, exchanging incredulous looks. “What do we do now?” Rarity hissed right into Starlight’s ear, as the sounds of Tempest railing Twilight filled the shed. A particularly loud moan from Twilight provided the cover for her to reply. “Lay back and think of Equestria,” she whispered and gestured down to where her own marecock was starting to stir again…
