Pants

by Reverse Clopper

Rating: mature
Tags: Sex, My Little Pony: Friendship is Magic, Rainbow Dash, Comedy, Rarity
Length: 6909

Two mares learn a little about each other... One mare learns a lot about herself.

Rainbow is trapped by her own sense of obligation inside Carousel Boutique, but a series of unfortunate accidents ends up keeping her there much longer than she intended.

She needs a little sexual assistance from her friend if she's going to make it home tonight, but the problem is, she's not gay. Not even a little. Seriously. She means it.

Published 2012-11-24 22:20:01 UTC
Last updated 2012-11-24 22:20:01 UTC

Pants?!

A frustrated Rainbow Dash was standing very still atop a modeling stand in Carousel Boutique. Around her waist, Rarity had bound a new, frilly, saddle, and discarded clothes could be seen scattered across the floor in every direction.

"Come on, Rarity, you've gone through every single skirt you have. Just face it, everything else you have clashes with the saddle."

"Rainbow, I know I have something around here that would coordinate perfectly with it. Just give me a couple more hours."

Rainbow sighed. As frustrated as she was, she had promised to go to some awful pegasus high-fashion event in Canterlot, and Rarity was insistent on making her look her absolute best. It was obvious to Rainbow that Rarity would have preferred Fluttershy, but the yellow mare had gotten caught up in handling some kind of wildlife emergency. Dash didn't take the fact that she was the second choice as a slight against her, though.

I mean, Fluttershy is awfully pretty, after all... As much as I love being the baddest mare around, sometimes I wish I had a flank like hers...

"No... That won't do..." Rarity mumbled from halfway inside a clothing rack.

What was I thinking about again? Oh, Fluttershy's... flank...

Rainbow flushed, embarrassed inside her own head, as she visualized her friend's rear. It wasn't like anyone could hear her thoughts, still, she shouldn't be thinking about a mare like that. Maybe a stallion.

Hmmmm... Oh, Twilight's flank is awesome! Wait... Twilight's not a stallion... Come on, Rainbow, think...

Rainbow tried to call to mind a stallion with a good-looking backside, but her thoughts were again interrupted by Rarity's self-directed speech.

"I-deaAaAaAaAaaaah!"

Dash rolled her eyes, and then took another glance in the mirror. Rarity had done fine work, all in all, and the saddle was quite complementary to her coat and mane, with little accents that, as she put it, 'really brought out her eyes', whatever that meant. As much as she hated to admit, though, the fashionista was right; her outfit was incomplete and needed something else. So, out of loyalty, she was going to be stuck there for as long as it took for Rarity to get it figured out.

Rarity magicked a measuring tape around Rainbow's flank again. For the 18th time that day.

Damnit, Rarity, my flank hasn't changed size in the last ten minutes. It's exactly the same as it has been all—

Rainbow's eyes bugged out of her head and she lost track of her thoughts as a bit of Rarity's magical aura skimmed past her marehood. It felt goooood... Not that Rainbow was comfortable with that. She wasn't into mares, after all.

Gotta be more careful, Rare... Can't be molesting your clients like that.

Rarity didn't seem to notice what she had done, or she didn't care, and she kept on measuring.

"Mmhmm, mmhmm, I think this will work!"

Probably won't, Rainbow thought to herself. Rarity had already tried everything. Hopefully it won't be long before she figures out nothing could match both me and the saddle at the same time and ditches the saddle for something else.

Rarity was back in a few seconds, levitating some clothes near Rainbow's rear hooves. "Alright, dear, lift up a leg, please."

Rainbow repeated the motion for the umpteenth time that day, allowing Rarity to slip something around her right hoof.

"And the oth—" Rainbow lifted her left leg before Rarity could finish the request. As if she needed instructions on how to put on a skirt. Seriously. She felt the all-too familiar feeling of the waist-band sliding up her hind-legs, but about two-thirds of the way up, Dash noticed something was wrong.

Something just touched my inner-thigh.

She shot a glance in the mirror, and her fears were confirmed. Pants. Rainbow hated pants.

"No!" She shouted, leaping off the platform and hovering just out of Rarity's reach. With the cursed things half-way up her legs, she might have tripped, if not for her wings.

"Rainbow, What's gotten into you? That saddle still has pins in it, if they fall out, we'll have to fit it just right all over again."

Dash blinked in shock and disgust at the concept of spending another hour with Rarity pinning, unpinning, and re-pinning the saddle. "Okay... I'll come back down... but... No pants!"

"They're not pants, Rainbow, they're much too small for that. They're called 'panties,' and they're all the rave in France, or so I've heard."

"Same thing! I don't want anything rubbing around back there!" Rainbow remarked, trying to get the silky fabric off of herself with her forehooves, still suspended in the air.

"Oh, it's not so bad, just try them."

"No way, Rarity. They're uncomfortable..."

"That's silly, Rainbow, just give them a chance."

"Nuh uh," Rainbow declared defiantly, as she finally claimed victory over the panties, shedding them onto the floor. "I like a healthy breeze on my rump."

"But they'll match absolutely perfectly!" Rarity argued, levitating the miniscule article of clothing in the air. She stretched them gently in her magical aura, adding, "And they breath like cotton. You can take them right off if you haven't gotten used to them in five minutes."

Rainbow's ears fell back flat against her head.

Maybe if I thought I could last for five minutes...

You see, the pegasus had a bit of a secret. Something known only to herself, Twilight, and her physician; she was incredibly sensitive to touch. Now, this was a common problem among pegasi, but it was an excruciatingly severe case for Rainbow. Even something rubbing against the inside of her thighs for ten minutes could drive her into mind-melting ecstasy. The same went for some particular spots under the base of her wings, certain parts of her hooves, and this wicked little patch of fur right under her ears.

But the problem was at its very worst right between her flank-cheeks. If she wasn't careful, she could send shivers up her spine simply by sitting on a cloud wrong. Those other spots on her body, as long as she was conscious of when things would be touching her, weren't too much of a threat to her self-control, but if something pressed up against her vulva for two minutes... Well, you would need a mop, and you'd thank Celestia if there weren't any foals around to hear her moaning and screaming like a cat in heat.

"Rainbow... Please come back down, dear. I'd really like to see these on you."

Oh no... When Rarity gets an idea in her head about fashion, there is absolutely no way to talk her out of it. I'm going to have to try those damned things on. Okay. Deep breaths. I can do this. Think unsexy thoughts. Think unsexy thoughts.

Rainbow landed on the platform, though her posture made it quite apparent that she didn't want to go through with this. She held her backside low, and her legs were closer together than they would be in her normal, confidant stance.

"Why, Rainbow Dash, I've never seen you so terrified of anything in your life! Surely you can't be that scared of a little piece of fabric!"

"I— I'm not scared," She insisted, her voice shaky and hesitant. She lifted her right back hoof to demonstrate how brave and unafraid of the panties she really was.

"Is there anything you want to tell me, Rainbow? Anything at all?"

"N-no... Why?"

"Well, darling, for one, you're shaking like Opal hanging over a tub full of water. Also, your wings are..." She paused, and held her hoof to her mouth, as though contemplating if it was safe to finish her sentence, "...fully extended."

"What are you suggesting?!" Rainbow asked, a tinge of anger in her voice as she struggled to pull her wings against herself.

"Oh... Nothing, dear. Nothing at all." She slipped the tiny piece of fabric up around Rainbow's right hoof. Fifteen seconds passed during which nothing happened. "Ahem... Your other hoof, Rainbow."

"Heh... Yeah... Of course..."

As Rarity magically pulled the panties around her other hoof, the velvety fabric skimmed past one of the sensitive spots thereon. The pegasus grunted softly, holding back the sounds of pleasure her body was trying to force out of her.

Oh, please be careful Rarity... Please...

The tiny pants moved their way up Rainbow's legs as Rarity tugged on them with her magic.

Please Rare... just keep your magic away from there. I'll be able to hold out if you don't—

"Eep." Rainbow squeaked, as the panties finally pressed against her firmly.

Okay... I just need to stay perfectly still. Can't move a muscle...

Jolts of electricity shot across Rainbow's body as Rarity's magic got way too close to her groin for comfort, tugging the fabric between her muscular flank-cheeks just a tick over to the side. Rainbow bit her own lip, hard, trying desperately to keep from making a noise.

"Stay right there, dear, I'm going to get one more thing."

Why did I let her do that? I—

"Unh..." Rainbow moaned, once again losing track of her thoughts. A deep red blush flashed across her face as she panted in apparent exhaustion.

"You sound absolutely enervated... Do you need a nap, Rainbow?"

"No!" Rainbow screamed. "I mean... no..."

"Could you put your wings down for a second?"

"Uh... yeah, of course."

Rainbow's wings didn't fold up against herself. She couldn't make them. They were involuntarily stiff, and they'd stay that way, either for several more hours or until her primal appetite was satiated.

"Sooo... Are you going to go ahead and put them down?"

"Y-yeah... Heh heh... Aaaaany second now..."

"Rainbow, darling, are you having a personal moment? Do you need a minute alone to..." Rarity fake-coughed, "massage yourself?"

"I— Uh— Buh— No! No, of course not! Why would you even think that?!"

"Well... I've been with more than a couple of pegasus stallions, and if what I know about them extends to mares... your wings..."

"W-well it doesn't. Tooooootally different for mares. Just means... I'm uh... cold. That's it. It's chilly in here."

"Well... Alright. I suppose it is a bit nippy." At this point, Rarity was clear she was treading on thin ice. She wouldn't dare mention the moisture collecting in the tiny article of clothing, or the unmistakable scent of a mare's arousal wafting through the boutique.

Something in here smells really good... Rainbow thought to herself. She took a good sniff of the air, and the pheromones made her hindlegs quiver. That movement pulled the fabric across her groin in rapid motions, which stimulated her further, which made her shake a little more. She continued on in this way until her whole body was shaking.

"Oh, you really are cold..."

Come on, Rainbow, hold it together. Keep your legs stiff, pull your wings down as hard as you can, and think about anything you can to keep from coming.

Images of Granny Smith flashed through Dash's head, cooling her down a bit, and she sighed in relief. Still couldn't get her wings down, though.

"Alright, as long as you're sure there's nothing you need to tell me, or any... urges... you need to take care of, we can continue. I think these socks might tie the whole thing together."

Oh no... socks... Normally I can handle those, but I don't know if I can do it right now. Please don't let them be flank-highs.

"Flank-highs, too!"

Rainbow whimpered in a combination of self-pity and pleasure.

Suspecting she knew what was going on, and against her better judgement, Rarity decided to take advantage of this rare position of power over the pegasus. She brought her lips to Rainbow's ear and whispered, "Wonderbolts..."

Rainbow gasped through barred teeth as Spitfire popped up in her sex-poisoned imagination. Bending over, licking her lips...

No, no, not Spitfire. Soarin'. Soarin'. That's who I meant to think about.

She replaced the imaginary Spitfire with Soarin, even though the pose didn't really make any sense for a stallion.

"R-Rarit-ty... Why.... Why did you say that?"

"Oh, I just wanted to check something." She replied with a flourish. It was admittedly cruel of her, but she'd always wondered how exactly Rainbow felt about that particular team of aerobats, and asking directly never got her a straight answer. She wouldn't have to wonder anymore...

"O-okay... It's been five minutes. I want to take the p-pants off now..."

"Just let me see the..." Rarity sighed. Given that the aforementioned pegasus stallions had had quite disappointing sexual stamina, she had a pretty good idea of what was going on at this point, and she didn't want to cause her friend any more discomfort, even for the sake of fashion... Or more juicy gossip about who Rainbow fancied.

She magicked the waistband of the panties, pulling them off slowly. All was going well, until the fabric began to pull away from Rainbow's vagina. The moisture stuck the material against the mare's skin and fur, resulting in even more stimulation as it was pulled away.

"Ah..." Rainbow was clearly straining to hold back, her genitals swollen, lubricating fluids practically pouring out of her.

"Oh, dear..." Rarity said, expressing a certain sympathy as she noted the problem was well beyond what she had expected, "Oh, I had no idea, Rainbow, I'm quite sorry. You should have told me something."

Great. Despite all my effort, now she knows.

"I'm just going to pull it off fast, dear. Like a band-aid."

I don't think that's gonna help... Rainbow gritted her teeth in preparation for Rarity's terrible idea. "Ah-AH-ahhhhh!" she yelled, rocking back and forth in ecstasy.

"So... ahem... Are you always that sensitive?" Rarity asked, legitimately curious.

"I— I don't wanna talk about it."

"Maybe that would be best. I think I need to spend the night thinking this outfit through a little more. You can head home and I'll see you in the morning, 'kay?"

"Uh... I... Alright, I—" Rainbow suddenly remembered that her wings were stiff. Even if she could get back home without flying, she'd have to walk through town with everypony around painfully aware that she had an itch that she couldn't scratch.

Rainbow thought about taking Rarity up on her offer for alone time, but she had never had much luck clopping— she tended to lose any semblance of coordination about 90% of the way to completion, which only left her more frustrated. There was a toy back at her house that would usually get her through a bad case of the stiffies, but she would never get up there in her current condition. Fluttershy might have something for that, too, but... That's a humiliating fifteen minute walk almost all the way across Ponyville.

"Hey, Rarity, would you mind if I stayed here for like, three or four hours? I could just like, sit in a back room and be quiet... I promise I won't get in the way!"

"Hmm? You can't go..." Rarity looked over her friend's stiffened wings, suddenly recognizing the problem. "Rainbow, I wouldn't judge you for taking care of your natural urges."

"I just... uh... no thanks..."

"If you're embarrassed about noises, I could set you up in a closet in the back that I use to vent my... more dramatic frustrations; it's practically sound-proofed."

Rainbow just bowed her head and looked at Rarity, begging with her expression just to let the issue rest.

"Oh, you poor thing!" Rarity exclaimed, taken aback. "You— You can't, can you?"

Rainbow's eyes fell to the floor. She hadn't even told Twilight that much about herself. And that was a mare she trusted with her secrets— one she thought might be smart enough to help.

"Surely you must take care of yourself occasionally, darling."

"My doctor..." she began, horribly embarrassed, "she gave me this... hooves-free device... I just kind of... sit on it for a little while, and then... well, I... my wings go back down afterwards."

"And that's back at your house?"

Rainbow nodded glumly.

"So... if your doctor prescribed something for it... It's a medical condition, right?"

"I... guess so..."

"So..." Rarity tried her best to conceal a mischievous smile, "if I helped you with that, it wouldn't be weird, I'd just be... giving you your medicine."

Rainbow raised an eyebrow. "I'm— I'm not into mares like that, Rarity."

"Your doctor is a mare, isn't she? And she gave you the 'device', didn't she?"

"T-that's different."

"How so? The two of us are just trying to help you get well, Rainbow, that's all you should be concerned with."

Rarity knew that Rainbow was into mares at least as much as stallions, and so did just about everyone else in town. Yet, somehow, Rainbow was the most uncomfortable with the idea. Even Rarity, who considered herself to be a bit of a stallion connoisseur, would occasionally entertain a female mate, just for the varied experience.

Given how few stallions were actually around at any given time, it was rather unsurprising that many mares would form small communal sexual partnerships, even if they weren't attracted to other mares. It was actually hard to find a mare in Ponyville who hadn't had at least one homosexual experience. Yet, Rarity was staring one down right at that second. Maybe if Rarity could just get her to try a mare one time, it would open up brand new doors of opportunity for the lonely pegasus.

Besides. She was getting pretty sick of Dash and Twilight each checking the other out when her back was turned; Twi far too sheepish to ever ask Dash out, and Rainbow so deep into the closet that even she wasn't aware she was attracted to her friend.

Meanwhile, Rarity's argument was starting to get through to Rainbow. "A-and you promise it wouldn't be gay?"

"We're only friends, Dashie. I'm your friend, here to help you out with a difficult situation. It's not like it would make us marefriends or anything."

Rainbow bit her lip. She was doing that a lot today, and the soft skin there was starting to get a little sore.

Unsure that she had gotten her point across, Rarity continued, "You know I'm not into mares, don't you?"

"Heh..." Rainbow chuckled, "I guess... If you can help me out and still be totally into stallions..."

"Exactly, dear."

"That's really nice of you, Rare..."

"Oh, it's the absolute least I could do for you, dear." She replied, gently removing the saddle from Rainbow with her magic and propping it on top of a mannequin. "Come along now, I'll close up the boutique, and then we can play doctor."

Playing Doctor

Play doctor? That's an odd way of putting that. Isn't that what it's called when fillies... Never mind. At this point I almost wouldn't care if Rarity did like me that way. I hate not being able to fly almost as much as I hate pants. Stupid pants. Stupid sensitive skin. Stupid stiff wings.

...Stupid Rainbow. If I'd just told her in the first place, I wouldn't even be in this mess. It would've been so much less embarrassing. But I kept my stupid mouth shut, and now she knows anyway. And now she's about to learn a lot more. Is it too late to turn back? What if everypony finds out Rarity and I—

"Dear, are you alright? You're hyperventilating..."

"I just... You're not going to tell anyone about this, later, are you?"

"I wouldn't even think about it, Rainbow Dash. I know how important your reputation is to you."

"You promise?"

"I promise. Not a single soul will hear about this." Not that Rarity thought a single soul would be shocked to hear about it, but she decided against sharing that particular sentiment with Rainbow. "Now, come along to my bedroom, no reason you shouldn't be comfortable."

Comfort. Yes. That made sense. Rainbow followed Rarity along to her chambers. "So... uh... How do we do it? Do you have like a... tool, or?"

"Oh, Rainbow, toys are so impersonal. After everything we've been through together, I believe you deserve better than that."

"You're not going to use your mouth, are you?"

"Why wouldn't I?"

"Because... that's... 'mare-munching'. That's totally gay!"

Rarity leapt up onto the bed. "Rainbow, we need to be mature here. There's no need for labels. I'm just a friend helping you through a difficult time... nothing else."

Her pose wasn't much helping her case— The way she was lying on her side, legs spread apart, stroking her own knee gently... running her hoof down along her thigh...

That's pretty... It's uh... Rainbow's face flushed red. Gross. It's gross. She's a mare, Rainbow, get a hold of yourself.

Rainbow wanted to argue, but she wanted her wings down even more. She hopped up onto Rarity's bed, and bent her front end down low, leaving her flank up in the air.

"What do you expect me to do, Rainbow? Mount you? I haven't got the equipment for that..."

"Well... What else is there?"

Oh you poor, deprived, thing. Rarity thought to herself. She hasn't laid a stallion worth laying if that's the only position she's ever tried.

"Come on," Rarity insisted, "Lay on your back."

"On my back?!"

"That's what I said, yes."

"But my wings—"

"Will hold you perfectly upside-down. I told you, I've done pegasus stallions before."

Rainbow begrudgingly complied, finding the lack of mobility presented by her stiff wings to be more than a little irritating. Hopefully the help Rarity was offering would be worth it. Before she could give it any more thought, she was startled by the feeling of warm breath on her groin.

"Guh... Hey, wait!" She insisted, looking down at Rarity, whose mouth was poised just over her nether regions.

"What is it, Rainbow?"

"It's just..." She touched her hooves together nervously. "Could I pretend you're a stallion?"

"You don't really need to ask my permission for that, Dash. That's up to you."

"Awesome. Thanks, dude."

She leaned her head back and closed her eyes, trying to imagine Soarin' in Rarity's place.

No... I think about Soarin' too much. What about... Big Mac? No.. His muzzle's way too big. It'd be too different to be believable. Oh, maybe a royal guard. A big, tough, warrior...

Just as she had settled on the Royal Guard fantasy, Rarity set to work, giving a gentle lick up along one of Rainbow Dash's labia. The pegasus' right leg kicked ineffectually in the air as she made soft cooing noises.

Rarity began to worry that this would be too easy. Maybe Dash would be done before having the chance to realize she enjoyed being with mares... She would have to kick the plan up a notch.

"So, what do think of Blossomforth?"

"Huh? Uhhhh... Rarity? What has that got to do with anything?"

"Oh, I'm just making idle conversation. And she's just—" Rarity paused to plant a little kiss on Rainbow's thigh. "—so very—" Another kiss, a little closer to her groin. "—flexible..." Rarity's lips found themselves pressed gently, ever so gently, against Rainbow's clitoris.

For a brief moment, Rarity's bedroom faded away into a swirl of color and Rainbow lost herself in pure pleasure. But that was only a moment. It wasn't long before she was back in her right mind, and she was angry. She pushed herself backwards with her hooves.

"Rarity! You said this wouldn't be gay. That was totally, unbelievably, gay!"

"No, Rainbow, it isn't—" Rarity suddenly realized that she had definitely taken it over the edge. That was a lot heavier than she had intended to start with, but Rainbow's scent was intoxicating, rather distracting, and... Well, Rarity was starting to get a little turned-on herself.

Rainbow pressed herself up against the header of the bed, and curled into a little ball, wings still fully erect, refusing to make eye contact with Rarity.

"Rainbow, I just—"

"Leave me alone!"

"I was only—"

"I don't want to hear it. Just go away!"

"Please let me explain!"

The pegasus didn't respond, but simply scrunched her mouth up and turned her head even further away.

"Dash... I was only treating you as I would want to be treated. That's the golden rule, isn't it?"

"Buh— Not everyone is like you, Rarity. I just want to be able to fly again. That's it."

"Just give me one more chance, Dash."

"Uh... No. No. That was too much, Rare. I just need to be alone right now."

"Are you sure dear, I could—"

"NO!"

"Well... I'm sorry. You may stay here to recover for as long as you need to. Let me know if you need anything." With that, she hopped off of the bed and began casually strutting out of her bedroom to tend to some other business. Her soft, elegant, flank bouncing slightly with each step...

Rainbow turned away from watching Rarity's hindquarters and shook her head violently. Ugh. Now my wings are even stiffer than before. I could be stuck here all night! I wonder if I could...

She glanced at the door Rarity had just left through. No sign of the unicorn. If she could just stay focused for about twenty seconds, she could take care of it herself, and her wings would be at least flexible enough to make it back home.

Why was Rarity taking her time like that? I could've finished three times during that whole Blossomforth routine. Rarity is so weird; what does it matter how flexible Bloosomforth is? Sure, she can get her hindlegs behind her... head... but...

A surge of heat ran through Rainbow's genitals, demanding her attention.

Well, I didn't want to risk it before, but it's not like my wings will get any stiffer.

She scooted back on the bed, made herself comfortable, and listened for Rarity, finding that she was busy at the sewing machine, humming a little tune. One benefit of a pegasus' sensitivity is that it extends to the other senses as well. Speaking of which...

What is that amazing smell?

She sniffed around at the air.

I know I've smelled it before... Ugh. It's not important. Okay, Dash, focus. Three... two... one...

She began fervently rubbing at her genitals, drowning herself in pleasure. Time began to slow down, and she started to lose track of every other sensation aside from the feeling of the soft fur around her hoof sliding along her vulva and against her clitoris.

"Unnngnnh" She muttered, trying to avoid calling Rarity's attention. She threw her face into a pillow and bit down on it, trying to muffle any further sound.

"Mff... Mmfff... Uhnn Hunnn"

So... very... close...

Her forehoof was trying to lock up, but she struggled through it. Just a few more seconds and she would be able to go home. Unfortunately, her luck gave out at the fifteen second mark, her body writhing and convulsing in pleasure, pulling her hoof away from its critical work. Desperate to finish, she slammed it back down against herself, but her lack of coordination in that moment didn't serve her well, and the hard part of her hoof found itself making contact with some very sensitive skin.

"PONYFEATHERS!" She screamed, grasping her sore crotch with both hooves.

"Oh dear, Rainbow, are you—" Rarity was left speechless at the sight of a bright-red Rainbow Dash holding onto her groin like her vagina was trying to escape. Not to mention the bite-mark and saliva stains all over Rarity's satin pillow. "Ah, I see... All better now, dear?"

Rainbow looked like she was about to break down crying.

"Oh, darling..." Rarity said sympathetically, "I'm so very sorry. This must be so hard for you." She approached the side of the bed, and put her hoof up under Dash's chin. "I'm still here for you. Anything you want me to do, just tell me."

"C-could you find me a stallion?"

"You know how hard it is to find stallions, Dash, the entire town vying for their affection. Sure, I've had my fair share, but it takes a lot of time and care to lay a stallion who's already got a mare or three interested in him."

"What about... uh... Big Mac? AJ owes me a favor!"

"Well, Rainbow, aside from the fact that that would be incredibly awkward, AJ can't tell Big Macintosh who to rut any more than I can."

"Ugh... You're right... I— I'm not picky. I just need a stallion now! Any stallion!"

"And you'd be okay with just any stallion finding out about your... sensitivity issue?"

The pegasus sighed. Oh Celestia... The last stallion I was with... I had to threaten his life to keep him quiet about that. It's so damn unfair! Why can't I just be normal?!

"Rainbow, just give me another chance. I promise I won't do anything to make you feel uncomfortable."

Rainbow's face contorted in anguish and disgust. "But... You really freaked me out with that Blossomforth thing... and the kissing."

"I'm sorry, Rainbow, I truly am. I'll be quiet this time, I promise."

Rainbow took a deep breath. "Okay. But only as friends. You have to swear."

"I swear."

"Okay... Okay... I... Let's please just get this over with..." She begged, laying back against the bed and shutting her eyes.

Rarity set to work on Rainbow's marehood, gently massaging it with her tongue, prying the lips of flesh apart to get at the more delicate bits within.

Yeah... you big... um... stallion. You love the way I taste, don't you? Oh yeah...

As Rarity ran her tongue across Rainbow's clitoris in a few rapid flicks, the latter mare tossed her head back and moaned incredibly loudly. The intense pleasure prevented the pegasus from thinking straight, but when Rarity moved back to her original position, Rainbow was able to continue her Royal Guard fantasy. She imagined a great, white, pegasus stallion, with his killer blue mane, burying his face into her crotch, aiming to please her; to love her; to serve her... A delightful tingle built up around Rainbow's midsection... And then her stomach turned upside-down.

Wait, HIM!? No! No, no, gross! I mean, he's married! And he's Twilight's brother! How could I even think about thinking about him while I—

Rarity put more attention into the mound of very sensitive flesh inside Rainbow's vulva.

No! Wait! I need to be thinking about somepony else before I— Before I—

"AAAANNNNNNNNNGGHHHHHHHH— TWILIGHT!" Rainbow screamed at the top of her lungs as she climaxed, squirting ejaculate onto Rarity's face and mouth.

Disgusted, Rarity retreated and wiped the fluids from her face, "do you always do that?"

"Heh" Rainbow rubbed the back of her head, her wings finally falling back against her body. "I guess I should've warned you..."

"Maybe you should have..." Rarity mumbled. "Anyway, do you feel better?"

"Way better... So, so much better. Thanks so much, Rare!"

"And..."

"And what?" She asked, shifting herself back upright on the bed and stretching her newly freed wings.

"Well... Is there anything you'd like to say about anypony?"

"Um... You're a great friend, I guess? Idunno, I already said thanks."

"No, anything about anypony else?"

"I'm... not sure I follow..."

"About a certain librarian?"

"What are—" Rainbow's eyes bugged out of her head. "I— I didn't really say that, did I?"

"Ahem... Maybe..."

"Uhhh... heh... I can explain... I mean, I was thinking about her brother, see, and— No, wait, that came out wrong, let me start over!"

Rarity just put her hoof against the pegasus' mouth. "Shhhhhhh. Listen. You just go home, and you work this stuff out on your own time. Your secret's safe with me."

"But I don't have a secret! Honest! I was just—"

"Rainbow, I think if you—"

"Seriously! I don't like Twilight like—"

Rarity stomped the ground hard. "Rainbow Dash!"

The cyan pegasus silently and unblinkingly stared at the unicorn.

You are going to lay back down, I'm going to make you come again, and you're going to think about Twilight the entire time!"

"But I don't—"

"Right now!" She demanded.

Something about the power and assertiveness behind the command really got to Rainbow. Her wings shot back up with a resounding pomf as she squeaked, "yes ma'am!"

"And when I'm done, I think it'll be good for you to get a taste of me. Learn the ropes, so to speak."

"Yes ma'am."

Rarity smiled. "Please, please, call me 'mistress'..."

Think About Her

"Yes, mis-TRESS!" Rainbow grunted, feeling Rarity's mouth upon her genitals once again...

Oh, wow... I've never seen this side of Rarity before... it's so... HOT! I wonder if—

Rarity stopped her work and slapped Rainbow on the flank.

"Ow, what was that for?!"

"You were thinking about me. I said to think about Twilight."

"But—"

"How you feel about me right now is lust. It'll be gone in an hour. Think. About. Twilight."

Rainbow dropped her head back as Rarity kept working, seconds turning into minutes as her body was thrown into convulsions. Why Twilight? What is Rarity's deal? I mean, sure, I really like her, and she's just about the best friend I've ever had... Next to Fluttershy I guess. And she has a really cute flank... and— Oh my gosh, Rarity is so good at this! No... Wait... Twilight... I always get butterfiles in my stomach when she's around... and... Wait... Butterflies? No... No way! How could I not have realized this?!

Rainbow orgasmed again, unable to carry on her thoughts normally for a few moments. Rarity pulled away slowly, lapping at the ejaculate on her face and hooves, secretly enjoying it while Rainbow was still too dazed to look.

"Who else?" Rainbow asked, staring at the ceiling, as the haze finally cleared.

"Hmm?"

"Who else knew?"

"Almost everyone, dear. Except for Pinkie Pie..." Rarity smiled, recalling that Pinkie now owed her fifty bits as a result of Dash's admission.

"So that's... at least four other ponies who knew what I didn't. Something that was so obvious!" She clutched the sides of her head in frustration.

"Oh, Twilight doesn't know, she's almost as clueless as you!"

That line didn't sit well with Rainbow. She retreated, both physically and emotionally.

"I didn't mean—" Rarity began, "Well, 'Clueless' isn't really the word I was looking for. Maybe, 'naive' would be more appropriate?"

"No... It's not that... It's just... How could you force me to realize how I feel about Twilight, when you know she doesn't even feel the same way about me! I would've been happier not knowing!"

Rarity burst out laughing. "Oh, dear, dear, that's not what I meant!" She pulled herself up to be directly to the side of Dashie. "I meant that she had no idea about your feelings for her. Why, that mare is putty in your hooves, Rainbow!"

"She is?"

"Oh, you should hear how she talks about you when you're not around. And she checks you out when you're not looking all the time!"

"She does?!"

"Mmmhmm! Oh, and you should see the photos of you she keeps in the locked drawer next to her bed! The same drawer in which she stores her... ahem... Well, I'm sure she'll show you eventually if you ask her out."

"Are you saying she— When she..." Rainbow blushed once again.

Rarity nodded, smiling.

"Heh... Oh my gosh... That's crazy!"

"But don't you just hate performing without getting a chance to practice first?"

"Yeah... I..."

"Well," Rarity added, gently stroking her hoof downward along Dash's midriff, "good thing you've got an awesome friend around to coach you."

"Oh— Yeah, yeah, totally awesome!"

Rainbow sat upright, and took a nervous glance at Rarity's delicate nether lips. The fur around them was already sopping wet, though not quite as much as her hooves and muzzle, which were matted with Dash's ejaculate.

"A bit apprehensive, are we? Don't worry, it's almost as easy as I make it look."

"Buh- What does it taste like?"

"Every mare and stallion tastes a little different, Rainbow, you'll have to find out for yourself."

The pegasus swallowed hard, her heart beating in her chest, as she slowly bent down over Rarity's crotch. This is so, TOTALLY, gay... And I like it.

Her tongue reached out and gently, ever-so-very-gently, touched at the moistened slit between Rarity's thighs. That taste... I already know that taste. It's the same as the smell... That great smell from before! She dove her tongue in between Rarity's lips, trying to claim a little more of the delectable fluids.

"Not bad, Rainbow... Are you sure you've never done this before?"

Hmm... That was easy. Okay... The clitoris now... where is that thing? She thrust her tongue in at the anterior end of Rarity's pussy, fishing around for the tiny little shaft of flesh inside it.

"R-r-r-r-rainbow! Stop!"

"Huh?" She asked, retracting her head and glancing quizzically at the unicorn, "I thought that was what I was supposed to do! Just like you did for me."

"You can't just jump straight to the clitoris, darling, you've got to tease a mare, move up to it slowly. If you try to get me all the way there using the clitoris alone, you'll rub it raw!"

"Oh..."

"That's alright, darling, just remember, mares are a little different from stallions. Now, try penetrating me with your tongue a little."

"I already did..."

"No, Dash, into my vagina."

"I thought I was!"

"No, Dash..." Rarity let forth a heaving sigh, "put your tongue into the hole that leads up to my cervix."

"...Your what?" Rainbow asked, staring at Rarity's genitals questioningly. "Do you mean your butt? I don't think I want to do that, Rare."

"Do they not teach sex-ed in Cloudsdale?"

"Sex-ed?"

"Never mind, I'll leave it to Twilight to teach you this stuff. Put your tongue where a stallion would put his dick to rut me."

"Oh... OHHHH!" She brought her face back down again to give it another shot.

"Yes... Mmmmmhh... That's it, darling. In and out, in and out... Oh, yes, and use that muzzle too. Just— Oooh! You've got it! Yes, yes, faster! Faster! ... No, slower, go slower! ... Okay, maybe a teensy bit faster."

I can't believe I've been missing out on this all my life! She tastes... just... awesome! There's no other word for it. Well, maybe Twilight knows some words for it. I wonder if Rarity will let me do this again later? Or... I wonder what Twilight tastes like? I bet like grape or something... Is that weird to think that? That's probably weird. I probably shouldn't tell Twilight that.

"Okay, darling, now go to the clitoris. Only for a little bit, though, remember, you're only teasing right now. Just a couple flicks..."

The clitoris was a little easier to find, now, very nearly peeking up from between Rarity's lips on its own. A couple swipes across it with her tongue set Rarity's legs shaking.

"Oh, divine, darling, simply divine. Now, in between the lips again for a while."

Wow, this is almost exhausting. My tongue's getting kinda sore, it's not used to all this work! Stallions are way easier... but they don't even taste half as good... I guess I can't really pretend she's a stallion anymore, can I?

"Try to... pace it... with my breathing... Dashie..." Rarity muttered between exaggerated breaths, trying to effectively instruct her friend. "Ohhhh yeah. Just like that... Now... Whenever it seems like I'm about to finish, just grab onto my clit with your lips and hold on for dear life. Don't let go until you know I'm d-d-done. Oh my..."

Oh yeah! I think I'm getting pretty good at this. Well duh, I'm good at everything. She's starting to tense up... Am I doing something wrong? No... Wait, I think that means I'm doing it right. Man, she's getting so warm!

"MMmmmh... Oh yeah... Don't stop, Dash. Don't stop!"

Alright, on the home stretch, Dashie, don't mess up now. Between the lips...

"Awwww, yes, yes!"

Into the cervix... or... vagina, or whatever...

"YES! YES! FUCK ME!"

Now grab on and don't let go!

Rainbow locked her lips around Rarity's clitoris, running her tongue across its tip fervently inside her mouth, putting Rarity through a rather long and intense orgasm. She rocked back and forth on the bed, moaning and panting like mad, for two straight minutes as Rainbow kept her mouth locked on that extra-sensitive spot.

She said to keep it up until I was sure she was done... How am I supposed to be sure? I guess she looks pretty done... And she sounds done... Is she done? I guess she's done.

Dash finally released the unicorn.

"Oh my... Dashie... That was... stunning. The only word is stunning." She said as she bent forward, reaching out to pull the pegasus into an embrace.

Rainbow giggled as Rarity dragged her down to the bed in her arms. "You taught me how!"

"Oh, but you're a natural, darling. If you ever, EVER have stiff wings again, and you can't get Twilight to help you out with them... Well I wouldn't be opposed to doing another quick trade."

"You bet! I'd love to do this again!"

"Oh... And... Oh, I think I've figured out just what to do for your outfit. Your tongue is the most inspiring thing I've experienced all year."

"Oh, good. So we're done fitting, then?"

"No, dear, of course not. If anything, more fitting. At least all day tomorrow."

"Oh, come on!"

"You promised, Dash."

...