Foreword By Mike Teavee

Lero normally found her tendency to go off onto verbose analytical tangents somewhat cute, but considering the subject, all he could do was flatly inquire, "How long were you both at it for?" Almost managing to keep the bite of disgust out of his tone.

Not that Twilight seemed to notice. "Hours."

* * *

Let me begin by saying that I cannot take credit for this chapter of Divided Rainbow, although I was a key collaborator in its development.

Now let’s turn back the clock back a few chapters. Both on our side of the fourth wall... and poor, beleaguered Lero’s. Back to the last scene of Chapter Nine.

Although it is late at night, it is still the thirteenth day since the lives of Twilight’s five friends were cruelly rearranged by Starswirl’s unfinished spell. And boy has Day 13 been a busy one for Lero! He’s witnessed the Swapped Five fail at their new lives. Been baffled at how his neighbors share in the Swapped’s false memories. Fallen into drunken despair when his attempts to convince Rainbow Dash to come back to her real home backfired so horribly. And for the past several hours., Lero been transported to some topsy-turvy pocket of reality., which Discord had decided was the best place to explain Lero’s plight more clearly.

And upon being returned back to Equestria, and the entrance of his home, he opens the door to find Twilight Sparkle and Rarity at it like rabbits, right in the middle of the foyer.

Have I reset the stage? Excellent!

Shortly after posting this , I, Mike Teavee, got an interesting e-mail from one of my readers, named WolfeTrax. Wolfe was keen to know if I intended to go back and show everything that had occurred between Twilight and Rarity, during those hours that Lero had been in Discord’s company.

I told Wolfe I wasn’t. I explained that while I had a good general idea of how things had gone down between the two unicorns.... to do full justice to that story would’ve required an AWFUL lot of time and effort on my part. And as author, I was far more interested in moving Lero’s story forward and developing him as a hero than getting sidetracked by the past. Though I let Wolfe know that if HE wanted to write that side story himself, he was welcome to!

And to my tremendous surprise, Wolfe took me up on that offer! Although he let me know that he wanted to be as true to my story as he could, so he’d appreciate whatever guidance I could as Divided Rainbow’s author.

Once I picked my jaw off the floor and saw that WolfeTrax was truly serious about doing this, I developed an outline about how things had played out between Twilight Sparkle and Rarity.

Dear Reader, what you are about to read is the result of months of collaboration between me and WolfeTrax. He’s literally been working on this since the time that Chapter 9 first came out. And while I acted as the big Divided Rainbow authority, and provided guidance as creative consultant... all the blood, sweat and tears was WolfeTrax’s own.

Though it is a part of Divided Rainbow, this is Wolfe’s story, not mine. If not for him, this part of Twilight and Rarity’s story would’ve forever remained up to speculation. As for myself, I just feel gratified and honored to have inspired such a talented writer like Wolfe, and lucky to count him as one of my friends.

One more thing: I struggled with where to place this chapter within Divided Rainbow’s table of contents. Should it be before Chapter 9, to be more chronological? After Chapter 10, perhaps? For now, at least, I opted to place it right here.... though if you readers think it ought to be moved elsewhere, I’d love to hear it!

I strongly encourage you all to comment when you’ve finished reading this bonus chapter. Wolfe and I would both love to hear your thoughts!

And now... on with the show!

~ * ~

“Can I interest you in a sofa today as well, Miss Rarity?” the well-dressed earth pony asked as he carefully wrapped her purchase of quills and placed them in a small, sturdy wooden box. There was hope in the tan stallion’s eyes, fed as much by the day’s good fortune as by the hungry looks the lovely white unicorn had lavished on his wares.

Rarity smiled at the shop pony and turned her head to consider the collection of elegant sofas placed at intervals around the shop. There seemed to be quite a few sofa-sized vacancies between the ornate display cases of quills, but there were still several fine specimens available for sale. For Rarity, there was something utterly fascinating about sofas, something so exciting, so... dramatic! Oh, she was quite tempted, but—

“I’m afraid not today, my dear Davenport,” Rarity said. She held a distressed hoof to her white forehead, and then gave the shopkeeper a self-deprecating smile. “I’ve been running errands all day, and I have resolved never to shop for a sofa when my hooves are so tired. Perhaps another time.”

Davenport silently observed that Miss Rarity actually looked positively fresh and energetic, as she always did, but it would have been terribly bad form to contradict her just to push another sale.

“Ah, it’s just as well,” he said with a friendly smile. “That freak thunder storm that blew through here a while ago generated a lot of business for me, what with everypony running for shelter. Between them and all of these quills for Miss Twilight, I’m nearly out of stock now on just about everything!”

Rarity’s ears drooped slightly at the mention of the raging storm she had inadvertently caused earlier in the day, but she perked up again, cheered that at least one pony had appreciated her efforts.

“I am very happy to hear it,” she replied, and with a casual glow of magic picked up the quill box and a few small, paper-wrapped inkwells. She carefully fit the items into the very last bits of open space left in her well-packed saddle bags, and then latched the bags closed with a decisive snap. “Well, I must be off! Thank you once again, Davenport.”

“Thank you, Miss Rarity. It’s always a pleasure.”

With a wink and a carefully pleasant smile at the shopkeeper, Rarity trotted out of the Quills & Sofas shop and into the brightly sunlit street, intent now on finally heading toward Golden Oaks Library: her home.

Immediately outside the shop, however, she slowed to a careful walk as she took note of the detritus and puddles that still dotted the pale dirt roads of the town; the unfortunate remains of the morning’s storm. She stopped and looked far down the length of the shop- and tree-lined street, realizing that it was still simply covered with small pools of water that had collected on the uneven surface. The afternoon sun glinted bright reflections at her from each one, like a million small accusations.

Rarity’s white ears flattened out sadly again as her thoughts returned to the storm she had caused; so many ponies had seemed to react so terribly at her attempt to beautify the sky. And it had been such a fabulous sky! A unique checkered cloud pattern that she felt sure had never been seen in Ponyville before. So what if there had been a tiny bit of unscheduled rain as a result...?

But more importantly, she was reminded of seeing her Lero and Twilight run away from her in the midst of that storm, when she had expected them to be at home! What had they been doing out there, anyway? And why had they run away when she called to them? They were her herdmates, her lovers, and it had simply pierced her heart to know that they had been trying to hide from her.

As she thought it over, Rarity realized that there simply must be a good reason for their actions, and to be quite fair, it had been raining rather too hard for a polite conversation in the street. In any case, she could never remain unhappy for very long when she thought of how much her herdmates loved her, all the happiness they all brought to each other every day. She felt a warm glow spread through her, and smiled as she stepped forward again.

Without the slightest care, Rarity soon began trotting with a quick, happy cadence of muffled hoof falls that seemed to expertly avoid even the smallest puddles of rainwater, leaves, and small branches that lay in the street. Not a drop of water or spec of dirt or debris seemed to land on her lovely marshmallow coat or amethyst mane and tail as she made her way home.

With an easy leap over a particularly large, reflective pool, her thoughts fell again to her herdmates, and she realized unexpectedly that she missed Lyra and hoped that she was doing well. But inevitably her thoughts turned quickly and naturally to her Sparkle-kitten and especially to her stallion, Lero.

There was nothing wrong with having favorites among her herd, was there? After all, Twilight had been one of her best friends for years before they had ever become lovers and herdmates. And Lero... she’d fallen in love with him long before those wonderful, beautiful, first kisses in the movie theater had ever happened, long before they had become a herd together.

Lero. He was the absolute center of her life, truly her soulmate.

Rarity’s breath caught in her throat, and – distracted as she rounded a corner – she stepped heavily through a large mud puddle and slipped and nearly fell. But even then she hardly noticed at all as she straightened up and kept trotting toward the library, now completely lost in thoughts of her stallion.

She realized with trembling heart and breath, for perhaps the hundredth time that day, how very close she had come to losing Lero forever in simply the most horrifying way imaginable. Possibilities swirled in her mind; if she hadn’t found him in time, if she’d been too weak, or too slow, or if she’d been any other pony except perhaps for Twilight, her greatest love would now be dead. And she knew in her heart that if she’d lost him, it would have broken her.

But she hadn’t lost him! He was alive, and he was growing stronger every day! His voice had yet to return, but Rarity felt confident that Twilight would find a way to help Lero. But what mattered most was that he was alive, and that he loved her. That thought grew as a tender warmth as the white unicorn finally neared her home – their home – and the pace of her hooves weaving through the damp street quickened until at last she stood by the front door of the house next to the great oak tree of the public library.

Rarity’s heart beat faster at the prospect of seeing Lero – and Twilight, of course! – but out of habit she forced herself to give her appearance a once-over. A lady must always be presentable.

The mostly-white unicorn looked down at herself with a mien colored in slight disappointment. Well considering the state of the streets, she’d made it home with remarkably little damage, but still her appearance was far from acceptable. Tiny patches of mud clung to her hooves and legs, and she was certain that she felt spots of the stuff dotting her stomach. She was also positive that she could feel the extra weight of it in her tail.

She refused to allow her herdmates see her in this dreadful fashion!

Rarity’s horn lit with a confident blue aura, and with a look of practiced concentration, she sent a sphere of that blue magic swirling in the air before her. It shot out of her sight as it began to skim gently over every inch of her white form and brilliant purple mane and tail, and she giggled a little at the ticklish sensation of it. It quickly accelerated and in moments the sphere flew with such blur of speed over and around her features that for a few brief moments she appeared to be glowing in a lovely light-blue aura. And then just as quickly it was hovering in the air before her, a small blue-tinted sphere of debris and mud and water. After a brief inspection of her now pristine coat and mane and tail, she allowed herself a well-earned smile of satisfaction and then launched the sphere away, watching as it sped far off and fell into a distant green field.

Finally, she was home!

Rarity used her magic once again to open the door and she stepped into the foyer, happily calling out to her herdmates.

~ * ~

“Lero? Twilight? I’m home!” Rarity sang sweetly as she stepped in, setting her saddle bags and the large shopping bags off to the side of the foyer. Spike could take care of them later, as usual!

She felt a little foolish at the obviousness of her statement, but the five members of her happy family had all gotten into the habit of announcing themselves as they entered the house. It was an unfortunate reality that some ponies had decided to make themselves enemies of Lero – and consequently, of his herd – so it seemed the better part of wisdom to exercise a little caution. All things considered, this was probably the most dangerous household in Ponyville to enter without a proper announcement.

“Hello! Lero? Twilight?” A little disappointment crept into Rarity’s voice. “Well, where is everypony?”

“We’re in the study, Rarity!” Twilight’s muffled shout called down the hallway.

The white unicorn’s face broke into a sweet smile as she heard Twilight’s call, and she opened her saddlebag and extracted the purchase from Quills and Sofas – along with a little blue drawstring pouch – and swiftly made her way down the hallway. Her purchases and her happy amethyst tail bobbed in the air behind her.

With a gentle nudge of magic, she pushed open the door to Twilight’s study and stepped into the room, sweeping her searching gaze left and right.

The large dark-paneled room was very nearly a small library, comfortably lined with ceiling-high oak book cases, a small table, and reading lamps and chairs, and it was warmly lit from the window and a skylight that Lero had installed. Against the far wall, Twilight Sparkle sat nearly dwarfed by a massive, ornate oaken desk – a unique gift from her mentor, Princess Celestia – which was covered with books and scrolls and the sad remains of balled parchment pages and broken quills.

Spike worked at the opposite wall to Rarity’s right, standing on a chair and sorting and placing yet another large selection of books into the shelf stack. Twilight was frequently in the habit of rearranging the contents of her personal library to suit the dynamic nature of her subjects of study. So today, the shelves were being lined with everything that had anything to do with cutie marks; a wealth of good fortune apparently brought about by constant new book requests from the Cutie Mark Crusaders.

The little purple dragon turned as Rarity entered the room, and his young face lit with a smile when he saw her.

“Hi, Rarity!”

“Why hello, Spike! Would you be an absolute dear and take care of my bags in the foyer when you’re finished here?” she asked.

The dragon’s whole demeanor seemed to droop dramatically. “Oh. Yeah. Sure Rarity, I can get that for you.” With that he turned morosely back to the bookcase.

Oops! She hadn’t meant to hurt his feelings. But she knew just the thing to cheer him up!

Rarity quickly moved over to Spike and surprised him with a gentle nuzzle and a quick little kiss against his cheek, and his eyes lit like stars as he quickly grabbed her neck in a tight hug.

“Thank you, Spikey-wikey! You really already are such a dear.” She pulled away a little as she floated a small blue felt bag over to him and pressed it gently into his claw. She turned her head to look at Twilight – who was still far too engrossed in her studies to look up – and looked back at the young dragon.

“Star sapphires,” she whispered with a conspiratorial smile, “for later.”

Spike grinned widely, turning a quick look back at Twilight, and then mouthed ‘thank you’ and gave Rarity a thumbs-up. The white pony winked playfully at him and then turned to move across the room.

As Rarity slowly approached Twilight, her heart went out to her lavender herdmate. The way she sat hunched at the desk, hovering over a large tome – so completely absorbed in her work – it was plain to see that Twilight was suffering, terribly over-worked and over-stressed. She hadn’t even noticed as Rarity stood next to her and floated the inkpots and box of quills down to the desk! Clearly this latest project of Princess Celestia’s was taking it’s toll, and the white unicorn truly began to worry. She knew from long experience how Twilight could study, and study, and obsess until at last something broke... She wanted – no, needed – to find a way to help her sweet love and herdmate!

Rarity reached out a hoof to gently set it against Twilight’s lavender shoulder, and Twilight flinched and squeaked loudly in surprise at Rarity’s touch. The white mare’s smile at her lover’s complete adorableness faltered as Twilight turned to look at her with oceans of sadness and failure pooled deep in her soul; this was far worse than she had thought.

“Oh my poor Twilight! You — I’m very sorry, my dear, but you look simply dreadful!”

Twilight smiled sardonically. “Oh thanks a lot Rarity, I — oof!”

The white pony flung her forelegs aggressively around Twilight’s neck.

“Rarity!”

“You are so stiff, Twilight! What’s wrong? I refuse to let you go until you relax! You know that I care about you and I only wish to help you.”

Twilight weakly struggled to release herself from the other pony’s tight grip, but Rarity was unusually strong and she had far more energy than Twilight expected. She was an unstoppable force against a creampuff lavender pony.

“I... Rarity!”

“Not. Letting. Go. And that’s my final offer!”

She doesn’t know, Twilight reminded herself. Besides, she’s my friend. She’d try to help me anyway. And sheesh, she really isn’t letting go.

Twilight sighed heavily, and in another moment she brought her hooves up to wrap them around Rarity’s smooth white neck. At last she allowed her body to relax and then gave in completely and pressed herself into Rarity’s warm hug.

“Okay,” she sighed again. She found herself snuggling even harder into her amethyst-maned friend. “I’m sorry, Rarity. I guess I really do need this.”

“That’s much better,” the white unicorn cooed softly. “I am here for you, darling. I love you, Twilight. And I want to help you in any way I can.” She stroked the lavender mare’s dark, striped mane tenderly. “Please let me help you! There’s no need for you to be alone in this.”

“You — you love me?” Twilight stammered as she pulled back to stare with shock into her friend’s eyes. “Rarity...”

The bright sound of polished gemstones striking the table and floor behind them instantly drew their eyes to Spike, who leapt to the floor and began nervously picking up the gemstones.

“Errr, sorry! Sorry Twilight. Sorry, Rarity,” Spike said, quickly turning his face away. Rarity might have missed it, but Twilight had no doubt of the look on the young dragon’s face; surprise and... a bit of anger.

Rarity reached up a hoof and gently but firmly turned her herdmate’s head back to the discussion.

“Of course I love you, Twilight,” Rarity assured quietly, sounding more than a little hurt. “After all we’ve been through, falling in love together, with Lero, with Lyra, forming our herd... How could you possibly doubt me? Have I done something wrong, Twilight?”

“I’m so sorry, Rarity. I — I know that you... you love me, and no you haven’t done anything wrong! I guess I’m just so stressed that I’m not thinking straight.”

A solid thock of something hard hitting a wood surface rang in the room, and Twilight turned again to see Spike facing away from her, a small blue felt bag clutched in a clawed death-grip against the table.

“Spike! Please be quiet! This is important!"

“Rarity, I really don’t think there’s anything you can do to help me, honestly,” Twilight continued. Her gaze over Rarity’s shoulder rested on the cutie mark on her friend’s flank. Dash’s cutie mark. She tried desperately to hide the sadness that was quickly building in her again, and hoped that her cutie-mark-confused friend wouldn’t push her any harder. “Lero’s already helping me as much as he can...”

Rarity released Twilight from the hug at last, but not without an affectionate caress of her hoof against the young mage’s shoulder. “Twilight, where is Lero?” she asked anxiously, looking briefly towards the rest of the house. “I haven’t seen him since... well, since this morning when you both ran away from me.”

Twilight felt the sting of accusation pierce her, more from the sincere hurt she heard in her friend’s voice than from any rebuke. The young unicorn had never felt more clearly and painfully how every action – every word she’d spoken since she’d uttered that damned incantation – had produced more than just a simple reaction; her words and actions resonated, creating problems that grew like overlapping waves that threatened to engulf not just her, but her friends and loved ones as well!

She took a deep breath, trying to calm her growing stress, and decided to tell Rarity something as close to the truth as possible. “Lero was out helping me with Starswirl’s spell, Rarity, and honestly; we were just in a hurry. Plus, well... it was raining so hard and we really couldn’t stay and talk. I’m very sorry about that. We really didn’t mean to hurt your feelings.” She leaned in and cautiously nuzzled Rarity’s cheek, and sighed in relief as she felt that soft white cheek press back against her with clear affection.

“That’s quite alright, my dear,” Rarity said. She smiled and nuzzled Twilight back. “I do have the oddest feeling that I should perhaps apologize for that storm this morning,” she added with a hint of guilt in her voice, “although I was simply doing my job.”

Doing your job? Twilight sat back down in her chair, hiding her confused look with a hoof against her face. But you’re not a weather pony... And the clouds were in a checkered pattern... Oh my gosh. Fashionista. Weather pony. Of course! Suddenly Twilight felt like screaming. Is every single conversation with Rarity going to be this difficult?

Twilight very, very carefully said nothing.

“Well, in any case!” Rarity said brightly, sure and confident of herself again in an instant. “Where is Lero, Sparkle-kitten? Is our princely stallion not at home?”

Sparkle-kitten? I refuse to feel at all warm and fuzzy about that! This is Rarity. Not warm and fuzzy at all. No!

“Um, he actually stepped out hours ago, Rarity, and he didn’t really say anything about what he was doing or when he’d be back.” Well, that’s the truth, at least. “Oh! I forgot to tell you; I was able to bring his voice back. He can talk again!”

Rarity gasped, and her ears perked up and her blue eyes grew wide with excitement. Her tail began to swish back and forth. “Why that’s tremendous news, darling! I absolutely knew that you could do it! Oh my, now I’m even more anxious to see him! I do miss him terribly, already. I’ve so missed his voice, and his incredibly smooth skin, and those glorious flanks of his... And it’s been so very long since, well—”

Bang!

The sharp sound of books being slammed into wood shelves behind them distracted the white weather pony not at all.

“—since I’ve felt our lovely stallion’s gentle touch, Twilight. Well since we all have, to be fair,” the white mare smirked playfully. “In fact the last time I even felt him so close, aside from that lovely kiss we shared in the hospital, was as we flew east together from Ponyville.”

BANG!

“Spike!” Twilight hissed at the angry young dragon. Rarity hardly seemed to notice.

“You should have seen us, Twilight! It was simply magical! Me with my absolutely stunning gossamer wings, flying high above with our stallion astride my back—”

BANG! BANG! BANG!

“Spike!!” Twilight growled ominously and threw him a deadly look.

“—covering me quite to distraction, I should say. I would much rather not dwell on the events that followed that! But our sweet Lero is now safe and whole. I do hope you will join me with Lero when he returns tonight, Sparkle-kitten,” Rarity purred, giving the now wide-eyed lavender mare a sultry, frighteningly seductive look, “because I fully intend to find out precisely how healed our sweet stallion truly is!”

“AHHHHHHHH!” Spike screamed, and the unicorns turned instantly to watch in horror as the unassuming young dragon began to blast the books on the table before him with the full green fury of true dragon’s breath. In a few seconds he’d already burned entirely through the two closest books on different stacks, before Twilight overcame her surprise and reacted.

“SPIKE!” Twilight shouted, and in an instant she cast a spherical spell of fire suppression that wrapped around him and the surrounding area, a spell strong enough to extinguish the young dragon’s breath and the green flames eating rapidly through the burning tomes.

Rarity was in shock. She’d never seen her sweet little Spikey-wikey so angry before!

Twilight was absolutely furious! She quickly ran up to the little dragon, who was still safely wrapped in the fire suppression spell, and she let him have it with the full fury of all her pent-up stress.

“Spike! What were you doing?! You’ve completely destroyed these books!” she shouted at the cringing young dragon, pointing at the smoking remains with an angry hoof. “The answer to Starswirl’s spell might have been in these books, Spike! And now we’ll never know! Do you realize what you’ve done?!”

Spike’s little dragon face was a mask of childish shame and regret. “I’m really sorry, Twilight, I just—”

“I don’t want to hear it, Spike!” Twilight shouted at the top of her voice, screeching with renewed pain and distress. “Just go to your room and go to bed! And don’t come out at all until I come to get you. Do you understand me?”

Tears started to rim the young dragon’s eyes. “But — but it’s still afternoon, Twilight!”

Twilight shook her head angrily and dissipated the now useless spell, then tromped up to Spike and shoved her angry face right into his and stomped her hoof on the wooden floor with every bitten syllable.

“I. Don’t. Care. Spike! Go to bed. NOW!!”

Without a look at Twilight or Rarity, a teary-eyed Spike slipped down the chair and onto the floor, and then quietly walked out the door of the study. Twilight watched his small form intently as he left, and listened carefully until she heard the door to his room slam shut far down the hallway, near the library.

Twilight almost seemed to have forgotten Rarity was even there, at least for a few moments. She made her way back to the huge ornate desk and quietly sat down to lay her head down between her sadly folded arms. The distressed young unicorn quietly began to sob even as she felt her friend’s hoof gently rubbing her back.

~ * ~

The stench of incinerated parchment filled the study, a smell that seemed to compete with the haze of acrid smoke to see which one would win out over pony senses first.

In Rarity’s opinion it was clearly a tie. As she continued to rub her calming hoof against Twilight Sparkle’s soft neck and withers, she brought her magic to bear on the large window and the skylight high above, opening them both as wide as possible. With another soft touch of magic, she wove a spell that brought a gentle breeze in through the open window and guided it in a circuitous path through the room – touching on every corner, nook, and hidden space – and then pushed the polluted air up and out the skylight. After a few brief minutes the terrible smell had almost entirely disappeared.

“There,” the weather pony said quietly, with a hint of pride. “That’s so much better!” She knew that traces of the odor would linger on books and walls and other surfaces for a few days, but there was only so much that weather magic could do. This would be good enough for now, and the less of a reminder to her distraught herdmate, the better.

After a few minutes under Rarity’s gentle touch, Twilight’s heavy sobs between her arms subsided at last to long, quiet breaths. The white mare took this as a good sign, and began to lightly massage her hooves into the other mare’s back. She knew that she could use her magic to greater effect, but the touch of comforting hooves was much more close and personal and important right now. Rarity smiled as Twilight’s quiet moans of pleasure proved her right.

“I’m very worried for you, Twilight,” Rarity said softly, finally breaking the silence. “I’ve never seen you so harsh with poor Spike before! You’re carrying far too much of a burden, love, and I want to help you.”

“I know, and I’m so sorry about that—”

Rarity pressed a little harder into the her herdmare’s shoulders, moved her hooves over half an inch and then dug in right there, where she always carried the most tension.

“Oh!” the lavender unicorn gasped, and then groaned loudly as Rarity continued to expertly rub out that stubborn knot of muscle. “That’s — oh my gosh, how did you know about that...?”

“What ever do you mean, darling? I’ve done this for you a thousand times, before,” she said. “Just relax. It’s quite obvious that you need this.”

She moved her hooves slowly up Twilight’s neck, skillfully pressing her hooves into the tight knots and ropes of tense muscle, touching secret little places one after another, until the young mare’s gasps and groans of relief had almost seemed to become her only means of expression.

“Oh, Rarity, this feels so good! Thank you so much...”

“It’s always my pleasure, Twilight. I adore helping to calm your nerves in any way I can,” Rarity purred in her ear. “And you know how much I enjoy hearing your enthusiasm for my efforts.”

Rarity leaned in and placed a gentle kiss behind Twilight’s ear, smiling as she heard the tiniest gasp from the purple mare. Still maintaining her massage down the other mare’s arms, she brought her lips across that lovely striped mane to the base of Twilight’s other, twitching ear, and nuzzled and kissed it. Encouraged by another little gasp of pleasure, she slowly moved her lips up the length of that soft-furred lavender ear, encircled the tip with her lips, and bit down gently. She giggled at Twilight’s adorable little squeak of surprise.

“Ah! Rarity, what are you...” Twilight whispered breathlessly. Her friend playfully nibbled on the lavender ear again. “Ooooh.”

“Hmmm? Yes, love? Are you feeling better, now?” Her lover started to tremble as Rarity caressed and pulled aside her dark mane and began to paint slow kisses and sweet little bites along the part at her mane and lavender coat.

Twilight groaned. Oh stars, I can’t let this happen! This is Rarity!

“Ah! I’m... sorry, Rarity. I need...”

“What do you need, Sparkle-kitten?” Rarity whispered hotly. She pressed her lips to the soft fur at the base of her beautiful lavender mare’s horn, and Twilight forgot almost everything as a spark of intense pleasure thrilled through her.

“TEA!” Twilight yelled, shoving backwards in a panic.

Startled, Rarity leapt back as Twilight launched from her chair and landed on all fours in front of the desk, breathing in great shaking gasps and blushing like a solar flare.

The two mares looked at each other with wide eyes and quivering breaths; one confused, panicked, and breathless, and the other extremely confused and a good deal more frustrated.

“Twilight! What—”

“I’m so sorry, Rarity!” Twilight gasped, lifting her head to shoot the white mare a nearly panicked look. Her hooves began to spin her slowly in a tight, nervous circle – which in other circumstances would have been unbearably cute to Rarity – as she clearly struggled for the right words to say in her embarrassment.

“I’m just so — wound up! Obviously, right? I think some tea would help. So I’m going to go make some tea! Right now. Would you like some tea? I’ll make us some tea!”

With that Twilight turned and ran from the room, leaving a bewildered and quite frustrated marshmallow weather pony in her wake.

~ * ~

Rarity stood for a moment in the study, catching her breath and trying to make sense of... Everything, damn it!

Twilight’s behavior lately was maddening! And certainly quite... frustrating! She almost felt like heading upstairs to their bedroom to take care of herself, something she hadn’t actually needed to do since she’d become herd-bound. But she would wait; Twilight needed her, and she would be terribly selfish to satisfy her own small needs when somepony she loved stood alone and hurt and helpless.

There seemed to be little she could do to help with Twilight’s actual problems, whatever they were, though she resolved to try her best.

But failing that, Rarity knew exactly what she might do to relieve her lover’s stress. It was a pleasing gift she wanted for Twilight, and quite strongly needed to give to her; something of herself. Anything, everything, all for her. It felt right, and she knew that it would work... if only she could find a way to break through Twilight’s wall of stress and doubt enough to help her.

Quite resolved, now, she trotted purposefully out of the room and headed down to the kitchen.

Her Twilight needed her.

~ * ~

Rarity made her way down the stairs to the kitchen and paused in the doorway for a moment, looking in.

A burst of bright colors caught her eye as she walked down to the entry. On a counter next to the door stood a small dust-covered ceramic figurine about fetlock-tall that she’d seen that morning. The absurd tackiness of the piece made her lips curl in disdain. The object appeared to be some wildly colorful approximation of a pony, and she wondered why it was here at all; she felt sure that nopony who lived in this household would ever admit to owning it, not even Spike. Ignoring it, she moved her gaze to where it should be.

Her beautiful lavender mare sat with surprising calm at the kitchen table, and Rarity watched her for a long moment as she idly stared into space and played a hoof through her striped mane.

Rarity’s eyes moved to fall on the silent tea kettle sitting atop a lit burner on stove, and Twilight somehow caught her friend’s little smile as it appeared.

“What?” Twilight said with a nervous grin. Rarity felt some relief and more than a little love wash through her at that fragment of a smile.

“Well, darling, clearly your attempts to not watch the pot aren’t quite working,” Rarity said playfully, and then cursed herself for an idiot when Twilight’s face fell.

Lovely work, Rarity! Perhaps you should simply call your lover a complete failure to destroy her self-esteem even more quickly next time!

“Well, you were looking at it,” Twilight admonished with sniff. “Besides, that’s just an old mare’s tale, Rarity. It just hasn’t reached—”

“—a boiling temperature of 100 degrees. Yes Twilight, I know.”

The lavender mare’s surprised look confused Rarity, and they stared at each other for a moment. Rarity finally tilted her head in amusement.

“Twilight, aside from the fact that it’s tea and the water must boil, it’s water.” Rarity pointed a delicate hoof to her white chest proudly. “Weather pony, darling.”

Twilight's ears drooped a little. “Oh yeah. That.”

Rarity sighed. She had no idea what Twilight had meant by that, but clearly she was continuing to fail quite miserably in her attempt to cheer up her herdmate. She stepped into the room and walked over to the mare, cautiously nuzzling her lavender cheek and ear. The white pony let out a breath of obvious relief to feel that nuzzle returned against her own cheek, and she smiled and sat down next to her herdmate.

The two ponies turned to look at the stove as sound began to stir from inside the kettle, a universal sizzling and popping that alerted one that their tea water would soon be hot enough, seeing as nopony had been watching the kettle at that moment.

“Well, at least the magic of boiling water still seems to be performing as a universal constant,” Twilight observed, her voice thick with morose sarcasm.

“Yes, it does appear so,” Rarity said nervously. Her voice took on a soft tone. “And speaking of magic, Twilight... I wish to help you.” She took one of the lavender mage’s unresisting hooves in her own and held it tightly. “But my dear, I’m afraid that I have absolutely no idea how to help you solve this problem of yours, and it breaks my heart to see you hurting so much.”

“I... I don’t know what to tell you, Rarity. It’s not really something you could truly understand and help with. I think I may be the only one who can do it.” Twilight gave a sad, goofy little self-conscious smile for just a moment as she pointed a hoof at herself. “Magic pony.”

Rarity felt her heart stir at that little smile, and couldn’t help smiling back. She wanted to see that smile become wide enough to please even Fluttershy.

“Fair enough. But... try me! What is this about, my dear?”

A low whistle atop the stove came to life and made a slow climb in pitch until Twilight’s magic lifted the tea kettle from the stove and turned off the heat. She levitated the kettle to the table, and the two mares set about making their tea.

Rarity let the conversation rest for a few minutes to allow Twilight to enjoy her tea as she always had, but soon enough she was anxious to press on.

“Twilight, what is this all about?” she began again, softly. “Is it about that old spell that the Princess sent to you? The... Starswirl spell?”

“I, well... yes. Kind of,” Twilight responded, surprised that Rarity had remembered that much. Her eyes shifted away from her friend’s, and she said nothing else. To Rarity, the young mage’s sips from her mug began to feel like an excuse for silence.

“I see. And what is it supposed to do?”

Rarity was surprised to see Twilight’s whole demeanor change in an instant. The pain in her eyes returned with startling swiftness, her ears drooped limply, and her head fell.

“I honestly don’t know yet what this spell's supposed to do, Rarity. I don't think Celestia does, either.”

The white mare looked shocked. “Princess Celestia sent you an ancient spell to fix for her, and she doesn’t know what it even does? Twilight, that could be quite dangerous!”

“I know that, Rarity,” Twilight said, and her face now showed the depression and strain that Rarity had witnessed in the study.

“I saw several books on cutie marks in your study,” Rarity pressed, “and I thought they might be there because of the children, the Cutie Mark Crusaders. But they aren’t, are they? Is this about cutie marks?”

Oh my gosh, no! She’s getting too close!

“I... Maybe! I don’t know for sure! Rarity, I told you that you can’t help me. This is something only I can do, okay? So please just stop!” She slammed her tea cup down, sloshing hot liquid onto the wooden table.

“But Twilight, why is this spell so important? What could it possibly do that would be worth doing this to you?” she asked, pointing her stressed hoof at Twilight.

“I told you I don’t know, Rarity!” Twilight shouted, yanking her hoof from the white pony’s grasp. She jumped up and moved away from the table, backing away from Rarity toward the doorway with ears folded back and long dark tail swishing angrily like a whip. “I don’t even know what it’s supposed to do when it’s working! Just leave me alone, alright? There’s nothing you can do to help!”

Rarity realized at last that she’d pushed Twilight far too hard. She stood up from her chair, trying desperately to find the right words to bring Twilight back to the table, back to that tiny amount of peace she’d had. But her words failed again.

“Twilight, please don’t go! You’re not alone! I’m only—”

“I really have to get back to work, Rarity! There’s just no time!”

The distressed mare backed into the counter at the doorway, and before the pressure against her wildly whipping tail could even register, she’d swept the figurine off the counter. Twilight turned her eyes to the counter and then looked down as the figurine plunged to the floor. She had only a brief instant to glimpse it whole and falling just above the hard wood floor; there was no time to think of casting a spell or to even ignite her aura to do so.

The figurine struck the floor with the distinct sound of glass striking floorboards. An explosion of hundreds of colored ceramic shards flared in a random star of rays across the kitchen floor.

“No!” Twilight cried with a look of horror.

“Oh my! Twilight—”

“What have I done, Rarity?”

The white unicorn looked into Twilight’s eyes and saw something she’d seen few times, when they’d been merely good friends; Twilight was spiraling into a frightening breakdown.

“Twilight, darling, it’s only a thing!” Rarity reasoned quickly. “It doesn’t matter enough to hurt yourself over!”

“Rarity, it was Pearl’s.”

The tiniest sliver of hope lit and died in Twilight’s heart as Rarity stared back at her with complete incomprehension.

“Pearl’s. Y— Applejack’s... mother.”

“Oh, well that certainly explains things, Twilight, and I do apologize, but that little sculpture was horrendously gaudy! I’m sure that a fashion mare of Applejack’s caliber would never miss such a thing.”

The young mage shook her head in denial, still feeling the world spin around her as she kicked at useless broken pieces. On impulse she brought her magic to play and quickly corralled the shards from the kitchen floor, lifting and floating them together to drop them into a sickly mottled pile on the table. There was no possible way to repair this; she could spend days trying to piece it back together, but it would only work as well as anything shattered and glued back together would.

Shattered. Like my friends. Her eyes were wide and began to fill with tears as she stared at her broken friend.

“No, Rarity, you’re wrong,” Twilight said. “It was very special to Pearl... and Applejack, even as gaudy as it is. Was.”

She stared down at the broken pieces, lifting up the upper half of the figurine’s head up with her magic.

“Pearl lost it about two weeks ago, and had been asking ponies all around town if they’d seen it. I happened to find the figurine beneath a tree, of all places. So I went straight to Pearl’s house to return it to her... only to find that she and Magnum had gone on vacation for a month. So I left a a note in her mailbox saying her figurine was at my house, and she should come pick it up when she had returned from her vacation.”

“You should’ve given the figurine to Applejack and had her hold onto it for you.”

“Yeah,” agreed Twilight, dropping the ceramic piece back with the rest of the fragments she’d have to return to Pearl. “I should’ve.”

“Twilight—”

“I am so worthless, Rarity!” Twilight cried softly. She took a faltering step and fell back on her haunches against the counter, holding a trembling hoof hard to her chest. Her eyes stared down intently at the floor as though searching for something whole to save her from her pain. “I’m such a worthless, horrible pony, and I don’t even deserve to cast a magic spell! I hurt my friends! I hurt them so much and there’s nothing I can do to help them!”

Rarity stepped up to Twilight and quietly rested her head over the sobbing unicorn’s shoulder, pressing into her for the comfort of her touch, only to be there for her. She felt some hope when Twilight reached an arm up and wrapped it over her withers, and soon they were hugging each other tightly.

For a long while she stroked Twilight’s neck and back with her hoof, content to just let the lavender mare cry softly into her shoulder, and thankful to feel her calming down at last in their embrace.

“My dear, sweet pony,” the white weather pony finally whispered, “I admit that I don’t understand everything that’s happening with you, but no matter what you believe, don’t you ever forget that I am your friend. And that means I’m here for you, Twilight Sparkle.”

She felt Twilight’s hug grow tighter around her, and then felt the lavender mare give a brief nod against her neck. “Okay, Rarity. I know that. I know you’re here for me. Thank you.”

Rarity was surprised to feel a shy, soft kiss against her neck, nuzzled up beneath her amethyst mane, and she sighed and smiled. She returned the kiss to Twilight’s slender neck in kind and then tightened her hold around her mare.

The white unicorn didn’t want to take a chance on pushing Twilight; the fact that her tears were gone didn’t mean that she wasn’t still in pain, and Rarity didn’t want to chance her lover spinning out of control again because of her own selfish desires. She expected their close contact to end, and for Twilight to return to her study, alone and tense and studious as always.

But she didn’t.

Instead, the lavender mare placed another, longer kiss against Rarity’s withers, almost as a fragile question drawn on her skin. And then a tiny, unmistakable nibble against her coat... followed by an unmistakable soft, nervous giggle at Rarity’s squeak of surprise.

Little imp, Rarity thought. I certainly cannot let that go unanswered, can I?

She nuzzled along Twilight’s neck, drew a very specific little tuft of dark silken mane between her teeth, and gave a soft yank.

“Eek! Hey!” Twilight squealed. Rarity pulled at her mane again, this time slower and much harder, until the lavender mare gasped and pulled herself hard into Rarity’s white neck. Rarity released her lover’s mane and pressed a tender kiss just beneath that sensitive spot. She stroked her hoof along Twilight’s mane, intent on not pushing her at all. But she could lead her sweet lavender herdmare into her own decision.

“That was... really nice,” Twilight whispered with a shivering breath.

Rarity smiled and hugged her a little tighter for a moment, waiting, hopeful that her lavender mare would make another move, give her another sign that she wanted... more. She could feel Twilight’s heart beating against her, now even faster as she felt a hoof brush slowly down her side and soft lips press tentatively into her neck.

The white mare allowed a pleased sigh to escape her lips, a little groan barely a tenth of the intensity she felt. Her amethyst tail twitched with energy, wanting to sway and spread the scent of her arousal through the air, but she held it back with another groan of pained restraint. Finally she pressed her chin into the other mare’s neck, and stroked a hoof down her side to her flank. Twilight gasped at the touch and stretched her hoof down Rarity’s side, but in a moment she pulled her hoof back and held it against Rarity’s chest, so gently that she might almost be feeling for Rarity’s heartbeat.

Let me up, her eyes and gentle hoof seemed to say.

Rarity released her hold on Twilight and stepped back, quickly helping the pastel mare up to her hooves. Twilight stood before her, eyes wide and breath harsh and tail thrashing the air, and before she could even think about it, Rarity pressed forward and kissed her. Twilight closed her eyes as Rarity’s lips pressed into hers, and a little mewl of need and desire escaped her throat as she felt her friend’s hoof on her lavender cheek and her tongue pressed hard into her mouth.

Her pale coat shivered, and she could hardly breathe! She felt that lovely tongue slide against hers and she pushed her own tongue hard into her lover’s mouth and she opened her eyes and oh goddess she was kissing Rarity and she wanted more, oh she wanted to taste her. And then she was pushing Rarity away and sliding next to her and kissing hard down her neck and nipping her lovely white coat down toward that gorgeous tail, and wow, oh gosh Rarity was doing the same to her and Celestia it felt so good—

And then she saw that cloud-and-rainbow-lightning-bolt of Dash’s cutie mark set against Rarity’s perfect, lovely white flank, and it was wrong.

An intense feeling of betrayal flooded through Twilight’s heart and she froze solid, staring breathlessly at that cutie mark, until Rarity impatiently nipped hard at the stars on her own flank. Twilight squeaked in surprise, and with almost no thought, she ignited her aura and with a flash of amethyst light, teleported out and away from Rarity.

Rarity growled loudly with an intense frustration she felt from her ready wet sex to the tip of her horn as her lover suddenly vanished in a colorful flash.

“Twilight! You little devil!” she shouted, laughing in surprise at her lover’s playfulness. “Oh it is SO on!”

Rarity called up her own formidable magic and scanned their home, pinpointing precisely where Twilight had teleported to, and then with a flash of pale blue light, followed her.

~ * ~

Twilight stood in her study, head down and panting and shaking, assailed by the smell of burned parchment and conflicted by emotions that pushed and shoved for her attention. Her body shivered and her tail twitched with the intense desire Rarity had set burning in her... No! She’d almost done that, herself! But her heart was so tight with—

She felt it before she heard the sound, but her disbelief paralyzed her long enough to see the flash and hear that pure distinctive sound of chiming bells followed by that pop of air displacement she knew so well.

Princess?!

Her face didn’t even have time to color with embarrassment at her tutor’s extraordinary bad timing—

Rarity flashed in right behind Twilight only a few seconds after her, grinning in triumph. She saw Twilight’s cute, shocked look and took full advantage of it by clamping her teeth gently into the mare’s cute lavender butt. Oh she smelled wonderful but that was only secondary to the elation she felt at catching Twilight completely by surprise and hearing that absolutely adorable squeak she made.

“Rarity! How did you—” Twilight furrowed her brow severely and whipped her tail in Rarity’s face, then she jumped away with a flash and a pop that forced Rarity’s white ears to fold down for a moment.

The pretty white mare stood calmly and bobbed her head and mane sweetly as she hummed a happy little tune to herself, a smug smile plastered across her face as she counted down the five second head start she’d decided to give Twilight.

This was fun! What a brilliant idea!

Flash!

~ * ~

Twilight flashed in and turned a circle in near-panic, searching for a place to hide or a place to run to; she had no idea which.

She knew where she was, of course, but the scene barely registered: Lero’s old bedroom in the little house attached to the library tree; mostly used for storage, now, and maybe far away enough to avoid Rarity.

What was with her, anyway? Did she think this was some kind of game?

She had to hide! The closet filled with musty winter clothing? No! Her pheromones would give her away in an instant.

Her tail swished. Damn it!

Fine! She... she was attracted to Rarity and vice versa, and they both knew it. Her friend with the right cutie mark and the wrong coat and mane and tail was sweet and loving and giving as always, and now there was something so magnetic and strong and seductive about her that she’d never seen before. But Rarity wasn’t Rainbow, and Twilight couldn’t forgive herself if—

Oh stars, here she comes again! How did she learn to teleport like that?

She began to feel herself falling into a familiar ocean of distress that threatened to pull her under. She had to stop this before she cracked!

Twilight waited until the last possible instant, and then just as she heard the last chiming announcement of Rarity’s arrival, she blinked out of the room. But this time, she was more careful—

—Rarity flashed in and looked around.

Damn! Too late!

“Twilight, my sweet, where are you?” Rarity crooned with a honeyed voice, knowing full well Twilight wouldn’t answer.
She scanned the room and audibly scoffed. “What, this old place, Sparkle-kitten? I may have to teach you some lessons about the Elements of Romance!”

Rarity’s eyes fell to the bed. Then again...

This was the room, the very bed where they’d shared Twilight’s first experience with Lero... She would know that. It couldn’t be an accident!

Rarity smiled again, but this time it wasn’t the joy of the chase or delight at surprising her mare or even the elation she felt at Twilight’s shared desire; it was love.

She followed the path again, one she could barely sense this time. Her Twilight was good, and she felt a great sense of pride in that. But if she was quick, Rarity might just catch up to her.

She smiled at the thought of that.

Flash!

~ * ~

Rarity appeared with a dramatic blue flash of light—

—in the loft of the library tree, next to a place where Twilight had once slept alone for so long, a place now occupied by a bed large enough for three quite lovely mares and one very fortunate and quite handsome human stallion.

But Twilight wasn’t there.

Seriously, Twilight? Rarity groaned to herself. Well, now you’re just being an unforgivable tease! If there is one place you should be at this moment...

Well, points for playfulness meant points for romance, even if she’d taken the game just a tiny bit too far. It didn’t subtract from Rarity’s love or fondness for her sweet, adorable lavender mare in the least.

Scanning the household again, Rarity found the most obvious place where her Twilight would be, where she was right now; she could feel magic building, unmistakably. She knew where she would end this game and claim her Twilight Sparkle.

She smiled, with an intense love in her heart, and teleported one last time...

Flash!

~ * ~

Twilight Sparkle stood nervously, ready for battle, surrounded by an impenetrable violet shield of magic. She’d quickly cast and reinforced it against the onslaught of a relentless white pony who’d mysteriously acquired some remarkable magic skills while she wasn’t looking.

Rarity appeared in a flash of blue light, and on seeing Twilight she trotted over to stand just outside the spherical shield with a triumphant smirk on her face.

“Twilight, you gave me quite a chase!” she said. She lifted her foreleg and pressed into the surface of the magic shield and watched the violet aura coalesce around her hoof. She almost felt Twilight’s presence through it.

“However, our little game is over! You can lower the shield, now, my love.” She tilted her head and gave Twilight smile clearly filled with warmth and desire.

The lavender mare almost dropped the shield as she saw that loving look, and her heart ached at what she knew she had to do.

“No! I-I can’t do that, Rarity!” Twilight said firmly. She lowered her head, took a deep breath, and lifted her eyes to meet Rarity’s look of surprise. “I don’t want this! And you don’t really want this either.”

“What?! Twilight, how can you say that?” Rarity cried out, her look filled now with surprise and hurt. “Of course I want this! I love you and I want you. How could you believe otherwise?”

Twilight was shaking her head and trying to hold back her tears.

“No, Rarity! You don’t really love me and you don’t want to... have sex with me! You can’t—”

“What have I done?” Rarity’s voice began to fill with desperation as she realized that Twilight truly believed what she was saying. “Are you saying — is it over, for us? But what of our herd? What about Lero? Oh Twilight, you’re hurting me...”

I know. I’m so sorry, Rarity. I’m doing this for you, and for Dash.

“Rarity, it isn’t true,” she reasoned with false calm. “You know I’m right!”

She forced herself look away as tears began to spill from Rarity’s eyes and run down her cheeks.

“You’re wrong! Please, Twilight, you must know that I truly do love you! I do want this. I want so much to make you happy!” She lifted her hoof and pressed it to the shield again, desperate to touch her lavender mare. “What did I do wrong? Twilight I can fix this! Is it—”

Twilight shook her head firmly, but her throat felt raw and she could hardly push the words out, now. “No Rarity. This just isn’t you—”

Rarity’s words came out in a rush. “Is it Lero? Twilight, I’m sorry for paying so much attention to him and forgetting all about you! I didn’t mean to, it was just... he was so badly hurt and we came so close to losing him forever and it was my fault!”

She collapsed to her haunches, swallowing hard, and began to sob quietly. “Oh please don’t do this to me, Twilight,” she pleaded. “You’ll break my heart forever!”

Forever. The word whispered to Twilight with implications far beyond its terrible meaning for Rarity. The young mage sat and thought while her friend suffered and her heart shattered. Twilight felt her own heart breaking for Rarity and she wanted to scream...

Shattered?

She turned her head sharply and stared at the broken remains of the figurine on the table. And then at Dash’s cutie mark on Rarity’s flank.

Oh no.

This was all real for Rarity — Twilight couldn’t deny the pure sincerity of her friend’s emotion, no matter how hard she reasoned against it. Rarity’s love for Lero, for Twilight, for Lyra was real. But there was only one heart to whom that love truly belonged, and that was Rainbow Dash.

Oh Celestia, forever! I’m breaking Rarity’s heart forever!

“And I have to return that heart to Rainbow Dash some day,” she whispered.

Twilight watched Rarity sobbing pitifully and she felt panic rising, a terrifying fear and that she was destroying Rainbow’s heart. Before she realized it, Twilight had dropped her impervious shield and found herself crushing Rarity close in her arms.

“I... I don’t want to break your heart, Rarity. It means too much to me.” She almost feared to be rejected and pushed away for the pain she’d caused Rarity to suffer, but the white mare held her tightly as she stroked Rarity’s mane and kissed her cheek.

They held each other for a while in silence, stroking each other’s coats, and Rarity seemed to calm at last; far faster than Twilight would have expected; but then she knew Rarity had always been a strong mare despite her penchant for drama... She felt her friend sigh against her chest, and could almost feel the smile of relief that came with the comforting pressure of her grateful hug.

“I truly do love you, Twilight,” Rarity said at last. She pulled back and stared into Twilight’s eyes for a moment with a look of relief and renewed happiness, and then touched her lips tenderly to her cheek. “If you ever doubt that again, you must tell me and I will remind you.”

She kissed sweetly at the corner of Twilight’s mouth, and smiled again as the mare closed her violet eyes and a little sigh escaped her lips. She moved her lips forward, touching and releasing almost teasingly slow, delighting in Twilight’s quickening breaths as they began to mix with her own...

And then they were sharing a true kiss, lips pressed together tightly and each barely able to breath. Rarity touched her tongue to Twilight’s lips, and felt her mouth open and their tongues pressed together and wrapped in a sensuous dance.

But after a few moments she could feel Twilight begin to shiver beneath the touch of her hooves. She opened her eyes to find the lavender mare staring at her with growing tension, nervousness increasing even as she continued to meet the white mare’s kisses. Rarity brought a hoof tenderly to Twilight’s cheek and slowly ended their kiss; Twilight swallowed nervously through her quivering breath, and the hint of panic in her eyes faded a little as Rarity caressed her face and smiled calmly at her. She pressed her hoof against the mare’s chest and drew comforting circles on her soft coat.

“Twilight, shhhhh! It’s okay,” she said. “I know that this is difficult for you right now, that you are under considerable strain. But I need you to trust me; I only want the best for you, and I know that this—” she leaned in cautiously and pressed a tender kiss to Twilight’s lips, “—is something you need. I love you, and I want so much to show you how much that means. Let me help you, Twilight. Please?”

“Rarity, I—”

Oh Celestia, what should I do? Will Rainbow forgive me? Will Lero?

She saw Rarity’s sweet look, confident and concerned and filled with love, and she knew she would. She wanted it for herself, and for Rarity, but most of all she trusted herself to believe that it was for Dash’s sake.

She leaned forward and brought her lips close to Rarity’s, almost touching, and looked into her eyes... and then she closed her eyes and with the lightest touch, kissed her.

~ * ~

Twilight’s lips tingled as she stepped lightly up the kitchen stairs behind Rarity, full of nervous energy. She paused half-way up and brought a hoof to her lips in wonder, feeling almost like a spark of electricity might jump between them. She’d been excited by Rarity’s kisses earlier in the day – and incredibly turned on – but not... not quite like this—

“Twilight!”

The young mare’s eyes snapped up to see Rarity standing with her front hooves planted at the top of the stairs, her head turned back and watching her with knowing, playful smile. The lovely white mare swished her tail and wiggled her hips suggestively.

“Come, Sparkle-kitten! We’ve not a moment to spare,” she said, looking up and holding her dramatic hoof to her chest. Twilight giggled and stepped forward again as Rarity waited for her with a smile that had clearly turned mischievous.

Sparkle-kitten again, she thought, feeling her blush competing with her tingling lips for attention. Why does that always make me feel so... warm and fuzzy?

She made it up the last steps and stopped a foot from Rarity’s tail, watching that mischievous smile as the white mare refused to move forward. She tried not to let her eyes roam too much to Rarity’s nethers, but — Wow she really smells good! The sweet smell of her expensive shampoo and conditioners, probably, mixed with her own sweet musky—

“Ahem!” Rarity said, smirking at Twilight. She tapped a hoof at her wide blue eyes. “Eyes up here, darling. It is quite uncouth to stare at another mare’s treasures, no matter how lovely she may be.”

Twilight rolled her eyes and gave a derisive snort. Well, that’s enough of that! She leapt forward a step and chewed lightly on the lovely mare’s white rump.

Rarity squeaked and jumped past the top of the stairs, turning about-face with a look of feigned shock. Twilight stepped into the foyer and furrowed her brows. Rarity’s ears pulled back and her purple tail snapped back and forth through the air, performing defensive maneuvers around her flanks.

“Twilight Sparkle, that was quite uncalled for!”

Twilight raised an eyebrow and a new smile curled her lips.

“Or, well... maybe it wasn’t,” Rarity admitted. She giggled and sauntered up to Twilight, her tail calmed and swaying sensuously. “I suppose in reality I was quite literally asking for it.”

She stepped up to Twilight and stole a soft kiss, pressing forward as the lavender mare closed her eyes and purred happily. Twilight tried to follow her lips as they pulled away, but the kiss broke quickly and she felt the white unicorn’s nose press into hers. She opened her eyes and struggled to focus properly on Rarity.

“Come, my dear,” Rarity urged. She turned, carefully keeping her hindquarters away from Twilight’s reach. The two ponies began to walk side by side, pushing and rubbing against each other playfully, flicking their tails and nipping at each other, each trying to avoid falling behind the other as they made their way into private living area.

Rarity closed the door as they reached the bottom of the last thin, curved stairway that led up to the loft, and Twilight hesitated. She forgot about Rarity for a moment as she stared up the winding staircase.

So I’m really going to do this? With Rarity? Her heart began to race a little and she shifted nervously... butterflies churned in her stomach.

She felt the gentle nudge of a soft muzzle against her rump, and turned her head to look back. Rarity was watching her with those beautiful blue eyes; her head tilted slightly and the sweetest smile lit her face. The look she gave Twilight was all of eagerness and affection and love, and Twilight felt those butterflies stir even more inside her.

“Rarity, you are... you’re just the sweetest pony!” she said. Have you always been like this, and I just never noticed? “I really... like that about you.”

The white pony nuzzled against Twilight’s flank again. “I have always felt the same of you, Twilight. It’s one of the many reasons I’ve come to love you, so.”

Always? Twilight smiled and let the question pass for now. She turned back, and with a determined breath and a nervous exhale, she walked up the staircase with Rarity following close behind. She’d been up these stairs thousands of times – many times alone, and many times with Lero and the mares of her herd – but she had almost never been here with Rarity, and definitely not... like this.

The two friends reached the top of the stairs and the big bed came into view. And it was big; quite large enough to very comfortably hold at least three pony mares and one tall human together, sleeping or otherwise. It was also very tall by pony standards, purposely built that way by Lero to make certain activities easier—

Twilight stalled near her bed, looking on nervously – still skittish – as Rarity hopped up with ease, confident and sure as always of where she was and what she wanted.

She turned a circle once and then dropped down to the exact center of her soft white bed facing Twilight, surrounded now by thick down pillows and framed by the beautiful curls of her long amethyst-colored tail and mane. She snuggled low into the mattress and covers with a little purr of pleasure and watched her lover for a moment. Then a little light seemed to come into her eyes, and the soft blue aura of a cast spell enveloped her horn and mane and tail for a moment. When it had faded she lay before Twilight, the soft spread of her now-straight mane flowing around her ears and neck and withers, the hair of her tail also completely straight and spread in a lovely fan of amethyst against her side.

“Wow!” Twilight breathed softly, and her heart decided to race in her chest without permission.

“Do you like it?” Rarity purred, running a hoof through her soft straight locks. She graced Twilight with a sultry look that made the young mare’s thighs clench. “As you know, I comb it out every night like this, but I felt that you might appreciate it more right now.”

Twilight swallowed hard and stared, openly admiring her friend. “Rarity, you’re so beautiful,” she said at last.

Rarity smiled, obviously very pleased with Twilight’s reaction. “Thank you, Twilight,” she said. Her slender white leg stretched out toward the pretty lavender mare, and she patted the soft bed cover. “Up here, my love.”

Twilight stood still for another moment, thinking furiously. She felt like a nervous wreck; her limbs trembled, and her breath shuddered with the rapid beat of her heart. Her tail twitched of it’s own accord, a dark, striped metronome measuring out slow flicks of desire and fresh anxiety.

Oh great stars, what is wrong with you? You’re not some inexperienced adolescent! Pull yourself together and get on the bed!

She hopped up onto the bed, not quite as gracefully as Rarity had, but then Rarity’s heart probably hadn’t been trying to beat out of her chest at that moment. Probably. Twilight looked at her friend and saw serene calm overlaid by a happy smile, and through that she still managed to convey her intense desire for Twilight. Rarity embodied grace and beauty, composure and passion, and even though they were nearly the same age, Twilight couldn’t help but feel a bit young and inexperienced next to her. Questions she’d held for years now surfaced, questions about how Rarity had come to that experience, but now wasn’t the time. Later, though, she told herself.

Twilight stepped up close to Rarity and sat down before her, staring nervously into her eyes and almost touching noses with her. Rarity gave her a pleased smile and leaned forward a little to kiss her, quite softly; a tender touch of lips that for Twilight stretched on, seeming to last so long that time began to lose meaning for her. It was a kiss unlike any they’d shared so far, one that seemed to distill all of Rarity’s love and affection and desire, all for Twilight to taste and experience as a promise of what was to come.

After several minutes the sweet kiss ended at last, and Twilight moaned in her throat as Rarity pulled her lips away. The white mare withdrew the hoof she had been stroking so tenderly across her lover’s cheek and through her mane, and it wasn’t until that touch left her that Twilight realized she’d had her eyes closed.

Twilight mewled sweetly at the aching loss of that kiss, and found herself pressing forward eagerly, searching for Rarity’s lips as they left her. She was shaking now, weak and hot, and her sex was getting wet and pulsing with need. She opened her eyes at last and saw her white unicorn pulling back, looking at her with lust fed by Twilight’s response.

“Wow, Rarity...” Twilight gasped, “I... how did you do that to me?!”

Twilight stood up, shaking, and stepped toward Rarity. Her tail twitched, her ears bent forward, and she crouched low with a predatory look that left Rarity giggling. Until Twilight pounced on her.

Rarity squeaked and tried to get to her hooves as Twilight leapt for her, but she was bowled over, squealing and laughing. Twilight pinned her on her back and pressed their bodies together, pushing her deep into the soft white bed. The purple mare cut off Rarity’s laughter with a hungry, aggressive kiss, and soon Rarity’s arms were wrapped around Twilight and roaming over her soft coat and mane.

Well, this doesn’t seem to be going quite to plan, Rarity thought, distantly. Twilight pressed her hips hard into Rarity’s, and they groaned into each other’s mouths. Oh Celestia! This is supposed to be for Twilight! Not that this isn’t helping her in a significant way...

With a groan, Rarity held tightly to Twilight’s sweet, warm body and quickly rolled them both over, pinning the lavender pony beneath her. Twilight instantly wrapped her arms in a tight hug around Rarity’s neck and head and pushed her mouth up eagerly, trying desperately to maintain their kiss as Rarity held her away with a firm hoof. The young mage groaned in frustration as their kiss was interrupted.

“Twilight! One would almost think this was our first time together!” Rarity admonished with a ragged breath. But she was smiling.

Twilight felt a twinge of guilt for a moment, but she refused to go through all of that again. Not now.

“Well, it does kind of feel that way,” she replied with a sweet laugh in her throat. A determined look crossed her face and she tried to roll the white mare onto her back, but she’d braced herself too well. “Please don’t stop, Rarity! Kiss me!”

Rarity smiled an apology. “I’m sorry, Twilight, but you must listen to me.” She kissed Twilight on the nose and quickly pulled up again as the mare tried to kiss her lips. “I promised that this would all be for you, every bit of it, and I intend to keep that promise. However, we’re starting off far too fast, darling. I need you to trust me, and to follow my lead. Will you do that? Please? I promise you that it will be very much worth your patience.”

Twilight gave a little groan, but she smiled up at Rarity. Then she inhaled a shaking breath, and exhaled it with a resigned look as she smiled again.

“Okay, Rarity. We’ll do it your way,” she said. An impish spark shined in her eye. “But only if you kiss me first. Really, really nicely, and I get final approval. One kiss, and that’s my final offer.”

Rarity chuckled softly and thought for a moment, then she bit her tongue and smiled at Twilight’s surprised look as she began to lower herself slowly and laid her warm body against the young mage. Her hind legs lifted over and slid between Twilight’s, willing them apart with a slow, sensuous movement of soft fur against soft fur. Her arms slid beneath her lover and held her in a tight embrace. She leaned down and nuzzled against Twilight’s cheek, and then pressed her lips there tenderly. A pleased ahhhh of breath escaped her throat as Twilight half-closed her eyes and leaned into the touch.

“One kiss then, love,” Rarity whispered, staring into Twilight’s eyes. “For you.”

The white pony’s lips lowered, and Twilight closed her eyes and waited with intense anticipation for that delicate touch she knew was coming. She was surprised to feel the tickling sensation of Rarity’s long, straight mane falling around her, brushing softly against her horn and head and neck. She gasped with a little inhaled breath at the intensity of the feeling, and as she did, Rarity brought her lips tenderly to Twilight’s open mouth.

The kiss was slow and loving and sensuous, and Twilight whined softly as Rarity’s lips pressed against hers. She expected the kiss to be quick, over and done with in only a few seconds, but Rarity held her lips to Twilight’s and gave no sign that there would be an end to that loving kiss. Twilight soon lost herself in her lover’s embrace and every sense became focused on that kiss; lips slid over tingling lips, and their tongues began to play a slow, sweet dance against each other. Rarity brought a hoof to Twilight’s neck and brushed upwards with a feather touch, up over her mane and across the tip of one tender ear, and then back down. Twilight gripped her lover tightly and whined a little keening noise into Rarity’s mouth, running one arm over Rarity’s neck and back as the other pulled her head even tighter to her.

Her desire for Rarity was becoming unbearable; her body buzzed with the electricity of excitement and need, and she almost regretted her demand for another kiss as her sex began to swim with wetness and her body ached for release. Rarity brushed her hoof teasingly over her lover’s lavender skin again, the barest touch half-way between tickling and pleasure, and Twilight was brought to the edge of begging for that release. She knew somehow that Rarity wouldn’t give her that gift right now, and she began to pray that it was possible to actually come from just a kiss.

And then she felt the barest touch of Rarity’s dripping maresex against hers, and she groaned loudly into the mare’s mouth. Her hips tried to push up desperately, but the white mare had her hindquarters pinned firmly to the bed. She kissed Twilight hungrily now, as she took her time delicately lowering herself against her lover. Twilight’s tail whipped up and down and across between Rarity’s legs, searching for some part of the seductive white pony to latch on to and roughly pull her down. But Rarity had obviously planned for that and kept her tail well out of reach.

Wound up and teased mercilessly for what was beginning to feel like forever, Twilight was in agony and she couldn’t beg! She couldn’t say the words, and she knew it wouldn’t do any good anyway. She began to whimper against her lover’s mouth, and suddenly Rarity’s sweet wet lips pressed down onto hers, and she shook and cried in shock to feel their sex sliding across each other in one of the most intense kisses she’d ever had. Her orgasm was so close, oh Celestia it was so close, but her lover was avoiding putting pressure near her clitoris just enough, brushing her slick sex right up to it and then falling back... and then she was begging Rarity, pleading with her eyes for new lover to make her come.

Rarity saw that pleading look her lover’s eyes and finally ended their kiss with a wide, loving smile, even as she continued to press herself into Twilight and keep her right on the edge.

“Oh Rarity! Please!—”

Rarity kissed her face tenderly and brought her mouth to Twilight’s ear, biting it lightly. “I want you... to come now, Twilight,” she whispered between teasing bites. “Come for me, my sweet, beautiful mare.”

Then she brought her muzzle down to Twilight’s neck, kissing and nipping softly. Twilight’s gasps became a sweet, rising counterpoint to the touch of lips and teeth against her lavender coat, until Rarity came to precisely the right spot... and then licked and bit down as she grinded her hips hard into Twilight.

A white flood of pleasure crashed through Twilight and she jammed her face into Rarity’s soft white neck, and she came convulsing and screaming. Her body clenched and bucked and shook beneath Rarity as she felt the sweet pressure of her lover’s hot sex rubbing tight circles around and over her sensitive nub; the white unicorn bit down at her neck again and pushed her hips down in harder circles, determined to wring every last bit of tension from her lover’s aching body.

Twilight screamed and whipped her head back into the bed as a shower of colorful sparks erupted from her horn, and Rarity quickly followed her as she cried out and groaned, gripping her arms tight around Twilight and coming hard against her sex. She joined Twilight in showering the head of the bed with the colorful proof of their climax together, before they finally collapsed in a wet heap of satisfied pony mare into the bed.

The two lovers lay panting and twitching against each other for several minutes as Twilight, drained of energy and gasping for breath, waited patiently for her burning afterglow to subside and the world to return to her senses.

Rarity lifted herself cautiously from Twilight’s languid form and turned to snuggle at her side, kissing her cheek and caressing her sweat-soaked chest and neck with the affection of a lover more intensely satisfied at the pleasure they’d given than any they’d received. Rarity lay contented and happy, humming a sweet little song next to the lavender mare’s relaxed ear, feeling the rise and fall of her chest and listening to her breathing become shallow and steady.

Still humming sweetly, Rarity nuzzled Twilight’s cheek and her ear. The lavender ear twitched and she nibbled at it lightly until Twilight finally started giggling and tried to pull away. She opened her eyes and turned her body toward Rarity, pressing herself tight against the white mare and wrapping her arms around her. A contented smile lit her eyes and lips.

“Rarity, that was really, really... um...”

“Nice?” Rarity asked. She raised an eyebrow at Twilight.

“Hot. Your kisses,” Twilight said, “are amazing. Especially that last one.”

“You say that almost as if that were our first kiss, Twilight,” Rarity teased.

“Well no, it wasn’t... But — I know I said this before, but you did just kind of make it feel that way.”

Rarity smiled at the compliment, and kissed her lover softly. They lay together for another minute, until Rarity felt – with senses well-tuned by experience to the weather of pony emotion and desire – that the moment was just about right.

“So, ready for more, then? We have so much to do, and all night to do it in, Sparkle-kitten.”

Twilight blushed and stared at the white pony in shock at first, and then a smile grew across her face.

“I’d love that, Rarity,” Twilight said. She blushed harder and bit her lip and stammered. “And... I know this is silly, and it’s just a pet name and I’m not sure I’ll ever get used to it, but... I like it that you call me Sparkle-kitten.”

~ * ~

Rarity kissed Twilight’s nose and quickly turned her eyes away as she felt a surprising splash of warmth glow through her white coat.

Twilight pounced on her reaction, poking a hoof into the white mare’s chest. “Rarity, you’re embarrassed!”

“Yes I suppose I am – a little. But it is quite unladylike of you to gloat, Miss Sparkle,” Rarity replied defensively, but a little smile creased her lips. “You blushed so fiercely the very first time I called you by that name, and I knew there could never be another for you, love. I knew—” I cultivated your love, Twilight, as a gardener encourages delicate flowers in Spring. When I saw how it touched you... “I could see that you liked it. It was quite obvious.”

Twilight smiled a little smile, even as she felt herself become just a little disturbed. She snuggled her face against Rarity’s soft neck, hiding her feelings as she tried to sort through her emotions. This wasn’t something Rainbow Dash had done for her, or would ever do no matter how much she loved Twilight, and she knew it without a doubt; it was all Rarity, and as far as she could tell none of it had ever existed before now. The thought left her feeling a bit of vertigo, a perilous dizziness at the complexity of manufactured past that Starswirl’s spell had enforced on its victims.

She imagined that in another universe, perhaps, another Twilight Sparkle solved the riddle of that spell, and a different Rarity returned happily to herself, and pleased her lover Twilight and made her smile and blush again with that long-missed name. But not here — as far as she knew, the love Rarity held in her heart for a certain lavender unicorn truly belonged only to Rainbow Dash, and Twilight knew she had to return it some day... soon.

Worry for her friends and guilt at her too-easy acceptance of Rarity’s advances began to creep in again. She dug her face into Rarity's soft chest again, hoping to find some comfort and dispel those awful feelings for a little while longer.

“Twilight?” Rarity moved her muzzle a little and placed a kiss against Twilight’s mane, just above her horn. Her white hoof stroked in a soothing circle along the lavender unicorn’s back. “Why don’t you turn over onto your stomach, my dear? I’ll help relax these tense muscles of yours.”

She knows, Twilight realized, and she didn’t say anything. Sweetest pony, ever. Despite her anxiety, Twilight smiled and kissed Rarity’s neck, and then rolled away to lie barrel-down on the bed, her arms stretched forward, her hind legs folded and pulled to her sides.

Rarity rustled and shifted the bed as she rolled and swung over to sit carefully atop Twilight’s hindquarters. Soon the young mare felt hooves pressing tentatively into her back and shoulders, withers and neck, prodding and testing here and there almost as though warming up for a symphonic performance. After a brief pause, the white mare slowly dug a into a spot right at her withers, just below her striped mane, and carefully twisted her hoof into the hard knot of muscle Twilight had had no idea was there.

Twilight groaned and tensed as Rarity slowly increased the pressure and then found a similar spot on her other side and dug into that, too. Press in, circle thrice and release, press in, circle twice and release. Dig in hard, circle and release. Groan! Release and move half an inch up, repeat. Groan!

Twilight began to melt.

“Oh my gosh, Rarity! This feels fantastic... Ohhhh.” Rarity continued her soothing touches slowly across Twilight’s withers and shoulders and neck. Soon the young mage had her face buried between her folded forelegs, moaning quite happily and unable to move at all as she submitted to the seemingly expert care of the loving pony astride her back. “How did you learn to do this?” she groaned.

Rarity stopped moving completely. It was as though she’d instantly become a warm, soft-furred statue. After two seconds Twilight’s brain began to re-engage and concern grew toward action. But after three seconds Rarity resumed her steady massage of Twilight’s neck, and she spoke again as if nothing had happened at all.

“Well my dear, I learned many wonderful things in my formative years away from Ponyville,” Rarity announced proudly (press in and hold... circle and out,) “mostly while achieving my goals as a weather pony in Manehattan and Fillydelphia. I had quite an extra-curricular education, I must say—”

Twilight could hear the smug smile in Rarity’s voice and with that, everything seemed to return safely to normal again. She let the fact of that odd pause slide into obscurity as her lover’s touch reached her head and ears.

“—and very fortunately for you, my love,” Rarity finished as she leaned forward and lowered her body onto Twilight’s back. She enthusiastically kissed and nibbled a lavender ear.

Twilight giggled at the feeling of Rarity’s teeth tickling her ear... and she was also getting turned on. The real pleasure of having all of that stress rubbed out from her muscles was almost erotic by itself, but the feeling of this loving pony sitting atop her flanks and laying the weight of her beautiful warm body against her — Rarity began playfully chomping on her ear in earnest.

“Rarity, stop it! That tickles,” Twilight whined, turning her head to gaze with one eye at her tormentor. She felt Rarity’s arms wrap beneath her neck and pull them both into a full-body hug.

“I’m sorry, Sparkle-kitten,” Rarity said, nibbling more cautiously on a purple ear. “I simply couldn't help myself. You are far too adorable!”

Twilight lay quietly for a moment, enjoying their closeness and... thinking. “Wait, Rarity... you got this massage experience from learning about the weather?”

Rarity hugged Twilight harder and giggled in her ear. She rested her chin on Twilight's head and idly stroked the side of her neck as she recalled her memories.

“No, love, my weather training wasn't much more than the learning of my craft and trade – although I certainly came to know quite a few weather ponies in that time. However, my artistic gifts – and perhaps my other gifts as well – caught the eyes of many of Applejack's fashionista acquaintances, whom I had gravitated toward. I had the very good fortune to meet and live with them as well as with several others. Through them I was exposed to quite a different world than the average working pony might see, and it expanded my knowledge of many things—” she nibbled and kissed the soft, sensitive area behind Twilight's ear, eliciting a soft moan, “—that have nothing at all to do with the weather.”

Rarity laughed a little and nibbled at Twilight's twitching ear again.

“Oh. Ohhhhh! Applejack's fashionista friends... I, um, I see,” Twilight said, surprised. She began to feel the irritating warmth of embarrassment heat her neck and face as the pieces of a long mystery began to fall into place. The romance novels she used to keep so well hidden before joining her herd quickly fueled her imagination; she tried to picture the kind of ponies and experiences Rarity had very likely had, long before they'd ever met. Before Starswirl's spell.

If Rarity noticed any change in Twilight, she said nothing. With another light kiss, she pulled herself up, sitting once more at her lover's haunches, and resumed her ministrations to the mare’s neck.

“You know,” she said, “In so many ways I am truly fortunate to be with you, my dear. You are so bright and kind and sweet and adorable... and perhaps I am vain, but you make me very proud to say that without any doubt, the sexiest mare in Ponyville is mine to love.” She accented her appraisal by reaching both hooves up and stroking them with affection through Twilight’s long, colorful mane. Rarity watched the blush cover her lavender face, and leaned down...

“No, I... I’m not, Rarity. Not really,” Twilight stammered. “I mean... thank you. But you and Fluttershy are both so beautiful, and I'm just... me.”

She gasped in surprise as Rarity gripped her mane with her teeth at that sweet sensitive spot and pulled lightly. “Ohhhhh, ohhh my that’s so nice... wow.”

Rarity released her hold and chuckled in her throat, smiling at Twilight’s reaction but also at her sweet denial; her lover hadn’t really ever believed it was true – that she herself was beautiful – but she wanted to believe it.

“Mine,” Rarity breathed with a seductive, sultry air as Twilight began to quiver beneath her.

Rarity continued to rub Twilight’s neck with one hoof, and stroked the other through the mare’s lovely dark, striped mane.

“There are so many different kinds of beauty in all mares, my love: cute and pretty and beautiful among them... Fluttershy, of course, is not simply pretty, but undeniably beautiful. She can on occasion even be cute, in so far as hiding her lovely eyes behind that gorgeous pink mane may be called cute. In one of her less-boisterous, shyer moods, of course.”

The white unicorn lit her horn with a blue glow and began to use her magic to massage Twilight’s back; ten careful, loving points of pressure, each strategically placed and caressing her, in addition to the white mare’s hooves.

“Rarity, you're...” she gasped, “you’re one of the most beautiful mares I’ve ever met. Oh, ah! Feels so good—”

“I do appreciate your lovely compliment, Twilight.” She paused for a moment in thought. Twilight whimpered at the interruption, and Rarity leaned down to kiss the mare's cheek affectionately. “It would be disingenuous to deny your appraisal of me; I know that I’m beautiful – I certainly work very hard to achieve that – but pretty or cute?” She smiled and snorted a little, pulling back to resume her careful massage. “Hardly.”

“Hey, I’ve seen you... pretty and cute before, too,” Twilight said, turning her head a little to smile and laugh nervously through the haze of her growing lust. “Usually it’s... when you’re wet and playful, though.”

Rarity smiled impishly at her mate, and a crimson blush washed over Twilight’s neck and face as she whipped her head forward again. “I mean... Oh no! Not like this! I mean outside, like — in the rain,” she explained quickly. “You... you’re so pretty with your hair straight, Rarity.”

Rarity leaned in and placed a gentle kiss behind Twilight’s ear, then nibbled and bit at the furry triangle. She touched her lips at the base of Twilight’s other, twitching ear. “Thank you, my dear. I am very happy that you find me so attractive — not that you have ever allowed me to doubt that!” She moved on before Twilight could reply. “But this is not about me, tonight; it's about you.

“And as I said,” she continued, softly kissing Twilight’s neck, “you are the sexiest mare, so very unique in that you embody all three of those lovely qualities in equal measure: you are cute, and pretty, and beautiful all at once, my love.”

She bit teasingly at the base of Twilight’s mane. The young mare squeaked, and then gasped as she felt Rarity begin to press herself down against her sensitive dock. Twilight gasped and lifted her tail and hips upward to meet Rarity, pushing the base of her tail up into the wet fold of the white mare's sex. Rarity groaned at the increased pressure against the swollen nub at the top of her fold. She leaned down again to grip that sweet little tuft of mane she loved so much, and pulled it hard.

“Ahhh! Rarity! Oh my gosh!” Twilight cried out, thrusting her hips up harder.

Rarity closed her eyes and pushed herself against the lavender unicorn. Maintaining control over her body and desires, she leaned down and kissed, licked, and then bit into the lavender mare's soft coat, choosing every spot with deliberate care. In the midst of the lavender mare's moans of pleasure, Rarity reached her tail down to curl around Twilight's, and soon they had meshed in a colorful, tight swirl and began pulling against each other.

Twilight’s hips began to move harder beneath Rarity, pressing first into the bed as she sought pressure against her nethers, and then arching up as she tried to push herself up into Rarity, seeking the feel of that beautiful wet maresex sliding like silk against her sensitive dock.

Rarity smiled and looked down to see Twilight watching her with the heat of arousal on her face. The white unicorn leaned over once again to lay her body flat against Twilight. Her straight amethyst mane fell and swept against her lover’s neck and cheek before Rarity brushed it away with a hoof and kissed the side of Twilight’s lips sensuously. The young mare tried to capture those lips in hers, but her teasing lover pulled away too quickly and continued her touches.

Twilight’s head spun with sensation and desire and lust, but she felt herself challenged to keep up with Rarity – so calm and confident and oh goddess she was sexy! – rather than just let herself go. It always felt better to hold it off, to wait... If she could.

Rarity held an arm around the purple unicorn’s side and pulled her closer as she pressed another light kiss up closer to her lover’s cheek. Her heart beat faster as she watched Twilight’s eyes close and her muzzle slant upwards in response. She felt Twilight’s breath stop in clear anticipation of another kiss.

“I love you and I want so much for you to be happy, Twilight,” Rarity whispered. She kissed slowly and sensuously at the corner of Twilight’s mouth, then pulled back with a smile as Twilight tried to catch her mouth again in an eager kiss. Twilight groaned in dismay as Rarity uncurled her tail and lifted herself from the unicorn's lithe form and slid herself down past those lovely hindquarters, still expertly massaging the young mare's back and sides. She kneaded her hooves and magical fingers into Twilight's lower back, and began to alternately caress and massage her flanks, right over the unique star pattern of her cutie mark as the lavender mare drew intense shudders of breath.

She was rewarded with a sharp inhale and a rising groan of pleasure as her tongue and lips and teeth drew across the sex-soaked wetness at the base of that lavender tail. She laid down behind Twilight and pressed her muzzle into the wet fur, kissing and nibbling and tugging lustily at the taste of herself in the fur of the young mare's dock.

“Rarity! Ah! How did you know that — you always know... oh that feels wonderful! Please don't stop...!”

She pressed her mouth to the side of her lover's dock and bit down gently while she pulled the mare's tail outward with a strong hoof, making Twilight gasp. Rarity took Twilight's hind legs one by one and pulled them carefully down her sides until they were extended behind her. Twilight's tail swished in anticipation as her lover lay down flat between her spread legs.

The white mare pulled aside that twitching dark tail and sighed with pleasure. Twilight was dripping wet. Her tail was soaked, the soft fur beside the swollen folds was matted down, and a sweet musky pool beneath her had stained the bed covers to off-white. Rarity exhaled a cool breath against Twilight's sex, and she heard the young mare moan. She smiled and pressed her muzzle to the side of those beautiful wet lips, caressing her tongue up against her mate's soft lavender fur and smooth skin.

“Oh, Rarity! Yes! Please...” Twilight moaned.

Rarity reached up and wrapped her arms over Twilight's haunches, feeling the mare's tail lash over her back and shoulder in anticipation...

Twilight cried out at the first touch of Rarity's tongue against her lips as she pressed in, caressed her clit, and slid her wide tongue slowly up the young mare's pink folds. Rarity groaned as she tasted a small burst of Twilight's sweet musky wetness in her mouth. The lavender mare's tail thumped against Rarity's back and she tried to push her hips back, but the white mare pulled her tongue back and held her mare in place, stroking her soft back with a hoof until she'd stopped moving. Then she slid her tongue more lightly up the moaning mare's wet lips, smiling to herself as she heard Twilight's sweet cries.

“Oh! Rarity, oh please don't — huff! — don't tease me! — huff! — like this!” The lavender unicorn shivered and tried to move again, until finally Rarity released her hold and pulled herself up. Before Twilight could voice her dismay, Rarity spoke soothingly and nudged her leg.

“Turn over, Twilight,” she said.

Twilight turned over with a flash of limbs and tail to lay breathing heavily on her back before Rarity. The lust and need and determination in the mare's eyes had Rarity moving quickly over Twilight. She held her hoof out to intercept the impatient mare, pushing her gently back into the bed as she rose up trying to pull Rarity down. Then she pinned Twilight's arms to the bed as she pulled herself up and dragged her soft body against her lover, kissing and nipping her chest and neck and cheek while she listened to Twilight's frustrated moans. Twilight shrugged her arms free and wrapped them around Rarity's neck, pulling their lips together in a wild, hungry kiss. The young unicorn mewled with lust and excitement into Rarity's eager mouth until at last Rarity broke the kiss.

“Do you want me, Twilight?” the white mare breathed. Twilight might have laughed if it weren't for the utter sincerity she read in her lover's eyes.

“Yes!” she said with a happy smile, pulling the white mare down for another quick kiss.

“Do you trust me?” Rarity asked. Anticipating another kiss, she touched Twilight's lips again and held them together for much longer, their tongues seeking each other out with slow movements. Twilight broke their kiss after a minute, and her eyes sparkled.

“I trust you, Rarity,” the young mare replied softly. Despite all she'd been through this day, it had never been a question in her mind; she trusted Rarity implicitly, even more now than before.

“Then let me show you how much I love you, Twilight.”

Rarity met Twilight's lips with the sweetest, lightest touch of her own; a soft, sensual kiss that held back the ache of need and in its place gave her the essence of Rarity's desire and love. Her white body pressed down, soft and firm, and her hooves encircled the purple mare's neck. Twilight breathed a sweet little mewl into Rarity's mouth as the white mare's arms tightened around her. Their horns touched.

It came on slowly at first, a whisper of feeling; her lips against her own lips; the mink-soft fur of her coat pressed warm and smooth into her own white coat; love and desire, lust and eagerness seemed to echo back and forth until they became a warm glow of emotion shared by two ponies. Two ponies...

Twilight panicked when she finally realized that Rarity was using an empathic link between them. She clamped down hard on her thoughts and would have wrenched herself away from Rarity if she hadn't felt—

—her hoof softly brushing her cheek and the soothing feeling of love and reassurance echoing through her. Trust me, Twilight, her own soft lips and emotions seemed to say. The feeling of love grew and intensified, and though it resonated between them Twilight could feel that it was Rarity's, and she followed it.

Her arms wrapped tightly around the white pony and she felt intense relief flood through her, so strong that it must have come from them both. They only barely observed – as if from down a long, dark hallway – as their bodies responded; their mouths crushed into each other, arms holding almost painfully tight, high-pitched whines of need and relief resonating through them.

Through the soft glow of their empathic link, Twilight began to perceive her lover's soul. It wasn't simply a collection of emotions and thoughts, but something more akin to white light and color in the dark; a spectrum of everything that made up who and what the pony named Rarity was. She became confused as she dived towards that light; she could perceive her own soul and know that it was without any doubt herself, but this soul was not Rarity, not all of it. Some of it felt like... Rainbow.

She felt herself gasp and renew the strength of her kiss against herself as she delved even further. Arms released Rarity's neck and moved down the slender white form until hooves rested on Rainbow's cutie marks and pressed in to rub against them. Somewhere high above, Rarity broke their kiss, and she worried to lose their connection. Don't worry, love, I'm still here with you, came a soothing reassurance. Tender kisses began to touch down softly against her chest and stomach, trailed by the glowing tip of a unicorn horn.

She delved further, and now she felt like... it was as though the colors that represented her two friends – their coats, tails, manes, and their eyes, all fundamentally different and once split into two defined spectra of light that could be called their souls – had been brought together and focused into a new color, so intermingled that it wouldn’t allow her to define them.
She reached in through the dark and carefully touched that soul, and finally she knew. The love she felt... it was Rarity. It was Rainbow. Their obvious love for Twilight felt so real and so alike and so intertwined that it might never be possible to completely separate one from the other. But the emotion she knew as Rainbow's love for Twilight was there, wrapped around her and suddenly filling her heart.

The connection broke and Twilight was brought into the real world for a few aching moments. Tears flooded her eyes, of happiness and love and relief aching in her chest all at once. The fear that she'd ignored and buried – that she could have been wrong about Rainbow – disappeared, and she gave herself completely to Rarity and to the Rainbow she loved.
Twilight looked down over her stomach to see the white mare watching her with wide blue eyes as her muzzle dipped out of view. She felt Rarity's tongue slide against the lips of her wet maresex and draw slowly upward.

Twilight groaned and cried out, arching her back as Rarity's tongue circled her clitoris and painted over and around it with an artist's brush strokes, drawing rising cries from the young mare. She could feel Rarity bringing her closer and closer to the edge of an intense climax, only to feel the intense loss of that feeling as the white mare's tongue dipped down and began eagerly lapping at Twilight's soaking lips. Her hooves shot down and tried to pull Rarity's head up, but Rarity reached in and easily pushed her arms aside and pinned them to the bed.

Twilight groaned in frustration at first, but Rarity's tongue played at her lips and slipped in, pushing inside her deeper and stronger than she thought possible... and then she felt it stroke inside her, brushing hard across the sensitive textured area beneath her clitoris. Twilight cried out and her head shook back and forth, and her tail tried to whip over her leg onto Rarity's back. Then she felt a gossamer touch against her clit, and through her half-lidded eyes she saw her lover's horn lit in a blue aura and a small magic field wrapped around the top of her sex. It felt just like another tongue and beautifully soft lips, each perfectly touching and pulling her in and brushing against her swollen nub while that other real tongue caressed and pushed and played roughly across the sensitive spot inside.

Rarity somehow pressed her horn down above Twilight's sex, and suddenly she felt their mutual excitement and pleasure echo back and forth in a sweet, intense feedback loop of sensation. Rarity groaned into Twilight's sex and increased her efforts, and the young mare knew she was about to come.

Rarity released her arms at last and Twilight brought them down to hold the white unicorn's head against her sex so tightly. She could feel Rarity struggling to maintain the two spells as the intensity of their shared pleasure mounted. It felt impossible that so much pleasure could be wrung from her body, and the empathy link only magnified it for both of them. She felt Rarity’s excitement and pleasure grow at Twilight's cries, and soon she was right on the edge.

“Oh goddess, Rarity! You're going to make me come!” Twilight screamed. “Don't stop! Oh Celestia please don't stop!”

The mare lost her ability to speak and simply cried out, her screams rising in pitch. Her body convulsed and shook and her head flung violently back into the bed as her orgasm arced through her from her clit and sex to the tip of her horn. Rarity moaned heavily into Twilight and pressed her tongue hard up into that sensitive spot, massaging it and flicking her magic field against that hard little nub as she felt the young mare's climax hit them both.

Twilight's maresex squeezed in hard pulses around Rarity's tongue, and suddenly the white pony's mouth and face were washed with a flood of musky liquid while the lavender unicorn's horn blasted a fountain of sparks that bounced off the pillow and lifted into the air above her. Rarity swallowed Twilight's essence greedily as she felt that orgasm herself, and she came with Twilight, spraying her younger lover’s stomach and chest with a colorful shower of harmless sparks.

The empathy link finally broke away, and as it did Rarity pulled her tongue from Twilight's sweet-tasting maresex, eagerly lapping up the wet residue of her lover's intense orgasm. She brought her tongue all the way up to the young mare's clit, brushing hard across it and reveling in the shocked squeaks it provoked. She watched intensely as Twilight's body shook convulsively with each lick, until the lavender pony finally cried out for mercy.

“Oh Rarity, stop! Ah! Too sensitive...” she said, trying her best to shove Rarity away and squirm away from her enthusiastic tongue.

Rarity hummed her lips against Twilight's swollen sex, and finally pulled away with a soft giggle of delight. She pulled herself up onto the wheezing, satisfied purple mare and rolled to the side, holding her lover and stroking her chest and stomach softly. She pulled Twilight's head over and gave her an enthusiastic kiss, happily taking in each hard breath from the mare.

“Rarity, that was so... Oh my gosh you're... so... amazing...” Twilight gasped as their kiss broke. Then she looked at the white pony and her mouth gaped wider in astonishment. “You're not even breathing hard!” she cried. “How?... Oh let me catch my breath...”

It was true; Rarity was breathing normally, and patiently waiting for Twilight to recover. Her white fur and long straight purple mane were nearly untouched with sweat or anything else that hadn't come from Twilight.

“Oh!” Twilight said as she looked at Rarity's face. She blushed profusely. “Did I do that? I'm so, so sorry, Rarity!”

Rarity touched a hoof to her face, feeling the soggy wetness that Twilight's orgasms had drenched her with. “Oh darling, please!” she said with a sincere smile. “Don't be sorry. You know full well this is a badge of honor for me! It means that I've managed to please you in the most profound way—”

“I'll say!” Twilight interrupted with a grin.

“—and that makes me truly happy, Twilight.” Rarity smiled and brought her lips to Twilight's for a brief, tender kiss and spoke in a low, loving tone to her. “I've said it many times today, and I will happily say it again; I love you, Twilight.”

“I love you, too, Rarity.”

Oh goddess, what did I just say? Twilight nearly panicked, but frustration with herself rose up and took over. Stop panicking at every little thing! Sheesh! Besides, it's true. You loved her as a friend before the swap, and you know that she's at least part Dash. It's okay to love her for the pony she is, now.

Twilight let a happy smile escape her lips as she finally, fully came to terms with herself, and with their situation. Rarity was her friend, and her lover. She could deal with that now.

The lavender mage saw that Rarity was smiling back at her with a glow that said everything about how pleased she was with Twilight's words, and it made the young mare happy. A mischievous glint brightened her eyes.

“So, um... What's next, Rarity?” She sighed and smiled at the lovely white unicorn.

Rarity's eyes and lips lit with her own special brand of playfulness.

“Oh my dear, lovely Sparkle-kitten, something very special,” she said. She looked up at Twilight's horn and drew her mane away from it with a tender movement of her hoof.

She smiled.

~ * ~

Twilight's amethyst eyes looked up and followed Rarity's hoof as it brushed lovingly through the colorful stripes of her mane. She closed her eyes and leaned into Rarity as her hoof made a slow circle behind Twilight's ear, caressing her chin and pulling it upward. The white pony's lips touched hers, and they kissed for a few moments.

“Mmmmm,” Twilight purred. “Special?” She opened her eyes and smiled as Rarity's lips drew away.

“Oh yes, love. Something we've never done together before, but which I've wanted to share with you and Lyra for quite a while, now. However, I...” Rarity paused. Twilight was surprised to see that her lover was suddenly uncomfortable.

“What?” Twilight asked, a smile widening broadly on her lavender face. She surprised Rarity as she slowly rolled them both over and held herself above the white unicorn. “Just what are we talking about here, Rarity? Whips and chains and tight faux leather leggings?” The young mage giggled at the thought of the fashionista she knew so well wearing fake leather, of all things. And holding a riding crop.

Rarity's sweet white face became a bright red mask, and she tapped an incredulous hoof into the other mare's chest.

“My dear Twilight!” she cried, “that is certainly not what I had in mind. Besides, I've never been... at all interested in that sort of thing. And how did you of all ponies learn about — oh never mind! Judging by that smug look, it must have been—”

“Books!” Twilight said with a smug look. She giggled again and kissed Rarity. “You know, it's too bad you're not interested in that! I was kind of hoping to see you in faux leather...”

“Never!” With that Rarity caught the younger mare in her hooves and aggressively rolled them over again. Twilight gave a startled squeak and laughed happily as Rarity pinned her to the bed and kissed her. “Twilight Sparkle, you are deliberately teasing me!”

“Okay, okay! So um, I guess leather and riding crops are definitely out—”

Rarity pushed her lips forcefully to Twilight's and wrapped her hooves hard around the mare, pulling them together into a hard kiss until Twilight gave in and held her new lover in a tight, enthusiastic embrace. When it finally ended, Twilight was left a little breathless, and desire had lit in her eyes.

Okay, how did I become so addicted to Rarity? she wondered as she stared into the lovely blue orbs. Maybe they'd always had a connection she hadn't been aware of – unaware of, like everything else, because of her studies – but in the end it didn't matter. In the end she was with a pony who was part Rarity, part Rainbow, and both of those things made her very happy. She kissed Rarity again and smiled.

Oh yeah, and the sex. She kissed Rarity again and smiled.

Rarity pulled from the kiss, and leaned forward to touch her lips to the base of Twilight's horn.

“Well since you seem to be so well-read, my dear, tell me what you know of horn play between unicorns.” The tip of Rarity's tongue traced a small circle around the base of Twilight's horn.

Twilight clearly looked a little embarrassed at her ignorance. “But I... I thought we were already doing that, like right now. Ooh that feels nice—”

Rarity gave a little roll of her eyes and smiled indulgently. She purred softly into a twitching lavender ear. “I don't mean horn play using our lips and tongues, my love...”

Twilight looked confused for a moment, and then her purple face was suddenly outshined by a massive bloom of red that lit her cheeks. Her eyes turned into wide, dark pools of surprise.

“Oh my gosh! That horn play! Um... wow. Really?” Twilight looked away in mortal embarrassment. “I um, I've read about that a few times, but you know there's a DANGEROUSLY high risk factor involved in that... right? If a unicorn were to let her mind wander and cast the wrong spell while her horn was...”

Rarity pulled Twilight's face back toward hers and held her eyes. ““I assure you, my sweet Sparkle-kitten, I would never hurt you, and in fact it is one of the most intimate expressions of love two unicorns can share. Will you let me show you, my love?”

Rarity smiled at Twilight with that same tender, loving smile she'd shown on the stairs up to her – their – room. Sweetest pony, ever. Oh Celestia—

“Yes.” Oh my gosh, I said yes.

The expression of eagerness and joy that lit Rarity's face was worth every moment of trepidation Twilight had faced.

“Wonderful! Shall we begin, then? Why don't you turn over... yes, just like that. And now some pillows beneath... My dear, please raise that gorgeous rump... And now don't be alarmed! We need to tie this here, and this...” After another minute of preparation, Rarity sat back and looked over her lover and felt her heart thump hard in her chest. “Oh my dear sweet twilight mare, you have no idea how wonderfully exciting you look at this moment...”

The pillows beneath Twilight's lavender stomach weren't much of a surprise, but the silken bonds wrapped around her four hooves were unnerving; even if she and Lero had used them with Rainbow many times, she'd never had the nerve to try it herself. Rarity sensed her nervousness and leaned in close to nuzzle against Twilight's neck and cheek.

“How are you feeling, Twilight? Are you quite sure that you want this?”

Twilight giggled nervously. “You sure you're not about to break out the fake leather and riding crops, Rarity?”

“Twilight, these bonds are not strictly for, well, excitement as much as they are for your own safety. This is, after all,” she added, kissing the base of her lover's horn tenderly, “a very intense experience which you've never shared before.”

Rarity looked into Twilight's wide eye and understood the raw feelings she saw there.

“There was once a time when I was quite literally in the same rather alluring position you are in, my very sweet lover.” She smirked, though her eyes were kind. She kissed the younger unicorn's nose playfully. “And I assure you that it is both necessary and rewarding. I will know how you are feeling every single instant, Sparkle-kitten. Trust me?”

Twilight's eyes were wide and her tail twitched a little bit in the air with nervous anticipation. Her stretched forehooves tugged lightly at the silken rope that bound her arms straight forward on the bed, and she felt the other bonds wrapped firmly around her hind hooves, spreading her legs wide. She knew that she could easily escape those slender bonds at any time, but it didn't ease the heavy nervous breathes that pushed her chest up and down on the bed. She closed her eyes and swallowed hard.

“Um, yeah, I'm okay Rarity,” Twilight croaked. “Just be, um... be careful, okay?”

Then she felt the tender touch of Rarity's horn against her flank, and she gasped in surprise as feelings of love and reassurance and an intense ache of desire melded into her own feelings.

I love you, Twilight, Rarity shared with her.

Twilight wasn't quite sure what to expect, but on top of casting the wrong spell at the worst possible time, she also feared that Rarity might simply... well... just push it right into her, far too deeply, but she should have known better even if this was only their first time together.

Only our first time! How many times will I make love to Rarity before — oh gosh!

She squeaked and forced herself not to lash her tail at Rarity in surprise as a gentle tongue touched down lightly against the soft smooth fur next to her sex. Her arms jerked back a little, and her awareness of the silken rope wrapped around her fetlocks took on a sinister feeling for a moment, a sharp frisson of panic edging into her mind as she stared forward with widening eyes at her bound legs. Twilight closed her eyes and breathed in deeply, fighting down her fear and concentrating instead on the feelings Rarity was giving her.

Gentle hooves caressed her lavender flanks as a touch of wet lips slid along the side of Twilight's sensitive dock, and stopped. She squirmed her hips at Rarity's apparent teasing as a hoof pushed aside her dark, striped tail, and then the younger mare felt Rarity's lips travel with a slow, teasing touch down the other side of her soft folds. The white unicorn's horn touched her skin, and love and reassurance and eagerness enveloped her like a comforting embrace.

Twilight saw nothing through Rarity's eyes – they were closed as her lover relied on only her touch and the sensations her magic showed her. But the white mare's utter confidence and care and love told Twilight that she was right to trust Rarity. Curiosity began to override Twilight's feelings of angst. Just how many partners have you done this with, Rarity? the younger unicorns feelings emoted.

She heard and experienced a little laugh of fondness that also chided her and told her to simply relax and let them make love together as they would. Twilight smiled and closed her eyes, ignoring the silk ropes that held her fast and concentrating on the excitement Rarity felt.

The emotive link soon broke, but the pleasure the two mares felt at that connection was quickly replaced by the lightest touch of Rarity's tongue against the wet, pink folds of Twilight's maresex. Twilight tried to contain her tail's movements, but it swept uncontrolled in an excited arc across Rarity's neck and shoulders as that loving tongue split her swollen folds and drew an intense wet line upward and then plunged inside her.

Twilight gasped and cried out, flinching and tugging involuntarily at her thin bonds as Rarity's tongue slowly pushed its way inside her, and Rarity groaned lustily into Twilight as she lovingly stroked against her tender wet channel. They held each other fast with tail and hooves while Rarity pleased her mare with her wide, thick tongue, slowly pulsing in and out and sweeping it around the inside of the bound mare.

Rarity felt her lover's body shake, felt her sweet lover's opening tighten around her tongue. She slowly pulled her tongue out and brushed it again along the less sensitive areas beside her wet opening.

“Rarity? What are you...” Twilight cried in distress, yanking on her ropes with all four hooves. “Oh goddess! Please don't stop now!”

Rarity pulled herself up over Twilight's shaking body, sliding her soft white fur against Twilight's lovely soft back until her wet lips reached the unicorn's ears and nipped playfully at them as her long mane tickled Twilight's neck and shoulders.

“What do you want, Twilight?” Rarity whispered hotly. “Tell me, lover!”

“My... oh please, touch my... my clitoris,” Twilight stammered. She yanked again at her ropes and frustrated desire strengthened her voice. “Suck on my clit, Rarity!”

Without a word Rarity nipped gently at Twilight's ears – eliciting sweet little throaty sounds of lust and frustration from the lavender mare – and pulled back, biting and kissing her way across Twilight's nearly prone form, and up along her mane and back and raised flanks. She kissed and nipped hard at Twilight's cutie mark and massaged her hooves into her back, smiling as her ears were filled with the frustrated cries of the younger mare. Her roving lips soon met the top of Twilight's quivering dock, and she suckled briefly at that lovely sensitive spot she knew so very well before braving Twilight's whipping tail and sliding her lips down into her lover's sex again.

Twilight's sweet friend – oh, who am I kidding? Rarity is my lover! Not just a friend – teased her for an aching, eternally long time before she felt those hooves pull her at hindquarters and those wonderful, infinitely skilled lips encircled and drew in her sensitive swollen clitoris and lashed it lovingly with that amazing, goddess-given tongue. Twilight felt like her lungs were blasting more air out than drawing in as she screamed and panted and shook. She wrenched at her ropes as Rarity suckled sweetly at her swollen, winking nub for all she was worth. The tip of the white unicorn's tongue lashed harshly at Twilight's over-sensitive clit, playing across it and up and down her sex. Twilight shook and shouted and thumped her tail against Rarity and she finally reached the amazing peak her body had been forced to ache for.

“Oh Rarity, yes! Yes! Ah! Don't stop! Oh my gosh! Oh Celestia—”

Rarity's tongue pressed in and circled and bathed Twilight's clitoris as it twitched and pulsed between Rarity's lips. Rarity hummed with excitement and pulled the mare more tightly to her, sucking her clit even harder and roughly vibrating the tip of her tongue over it until Twilight screamed and bucked her hips and yanked against her bonds. Rhythmic splashes of feminine come drenched the white unicorn's tongue and snout and face and eyes, and Rarity groaned and whined lustily in her throat with each beautiful pulse of opaque liquid she slurped and sucked up.

With her face soaked and her lips pulled into a lovely broad smile, Rarity at last released Twilight's hyper-sensitive nubbin from her lips and pulled back to look on the restrained mare. Twilight groaned with each labored breath, still shivering and pulling weakly at the silk binding around her hooves.

Rarity slowly began to kiss her way back up her lover's body, finally reaching her ears and cheeks. As she approached closer to Twilight's face, the younger unicorn yanked harder at her bonds and whined with intense need. Her firm white body pressed against Twilight's flank and side, and then Rarity stepped over Twilight to stand above her, the curve of her barrel fitted snugly against the dipping curve of that lavender back and her wet sex rubbing against Twilight's dock. Rarity moaned and suckled at her purple ears, first one and then the other, and breathed her sexiest, sultriest voice into each of them.

“Did you enjoy that?” Rarity cooed into her ear, and Twilight moaned and swiveled her hips up into Rarity. “You are the sexiest mare I've ever loved, Twilight, and I can't resist you; tell me what you want, love, and I will give it to you.” But she already knew what her lover wanted from her, and she stretched a hoof forward to caress Twilight's bound forelegs. She kissed Twilight's cheek and leaned in to hear the little gasps of breath Twilight wheezed into the bed, and nuzzled her until the young mage's cheek was soaked with the shared musky wetness of her own climax.

“Wow... Rarity, I really... got you...” Twilight panted with a little smile.

Twilight sensed what was about to happen and lit her horn with an ethereal glow. She cried out sharply as Rarity's lips and tongue caressed and tasted the first few inches of her glowing horn, sending bright spikes of pleasure through her body to her tender sex. She hunched her hips upward again, driving her crop into Rarity's wet folds as the white pony lying atop her expertly played and teased her tongue at Twilight's horn, until the lavender unicorn gasped and pleaded for more.

“Rarity... Rarity... Oh Celestia... goddess, oh please Rarity! I'm ready... Let's try it! Mount me... with your horn! Please...”

Rarity stepped over Twilight and hugged her restrained body. She briefly kissed the mare's lips before she spoke.
“Alright, my sweet. But do this for us; don't analyze it, just let it happen. Okay?”

Twilight nodded frantically, agreeing to anything and everything. Her eyes were wide and pleading. “O... Okay. Hurry!”

With a kiss to the mare's nose, Rarity pulled back and stepped over the silk rope restraining Twilight's hind leg, and lifted her hooves to rest on her lover's haunches. Twilight's tail was soaked with wetness from Rarity's sex, and their scents intermingled as she brought her lips briefly to Twilight's wet sex and tasted her lustily. Judging by the silky wetness flowing from her folds and the lashing of her tail against Rarity's head and neck, the lavender unicorn was quite ready.
Rarity stroked her hooves against Twilight's flanks, and brought her horn alight.

Twilight stared wide-eyed past her out-stretched legs, a thousand miles beyond her hooves. She tugged anxiously at the silken ropes, almost too excited to breath, and moved her tail aside. She closed her eyes and moaned loudly as Rarity bent her head down and gently touched her horn to Twilight's wet folds.

The familiar glow of their shared feelings filled Twilight's senses, and a spark of pleasure thrilled through both lovers as the tip of the white unicorn's horn traveled slowly down between Twilight's pink lips. It touched lightly against the lavender pony's clitoris, and the two mares gasped together. The magic of Rarity's aura tingled against the sensitive nub, and Twilight cried out as Rarity brushed the tip across it, expertly circling the smoothed tip around it and sending little electric jolts of pleasure through her.

Rarity calmed her breathes and smiled as she heard Twilight's sweet little cries began to rise in pitch and felt her lover's fast climb toward a climax. She lowered the intensity of the spell she'd cloaked her horn with, and began to draw her horn upward again through Twilight's dripping lips, coming to rest with the tip just inside her winking opening.

Twilight trembled as she felt an arm carefully reach forward and wrap around her lavender thigh, and another reached over her dusky tail to rest on her haunches. And then Rarity was holding her tight and firm and... slowly pressing her horn into Twilight's warm sex.

A quick shock of panic rolled over Twilight as she realized that it was finally happening. Her friend and lover, another unicorn was... inside her, pushing her hard fluted horn into Twilight's most intimate place. Neither Lyra nor herself had ever dared do this particular deed, and it felt... it felt...!

She panted and groaned loudly as that smooth amazing hardness slowly pressed into her, and her panic disappeared. She felt the exciting heat of it, felt the heat and wetness of herself on it through Rarity's senses. The tingling glow of it sparked through her tender sex as Rarity rocked back and forth with aching slowness, penetrating the lavender mare a little more with each careful stroke. Familiar wet sounds began to mingle with Twilight's rising moans and Rarity's slow measured breaths.

After several long, aching minutes Twilight began to feel the wideness of Rarity's horn stretch her as it pushed further inside her, and soon the fluting around her lover's horn became another exciting sensation that grew and faded and grew again with each long, loving stroke. The tickling touch of Rarity's ears and mane brushed against her rear, and warm, even breaths exhaled against the inside of her thighs... and with one final, slow push Rarity fully penetrated Twilight, pressing her fur and mane tightly against her lover's nethers as her horn disappeared into her lover.

“Ahhhh, Rarity! Oh stars that feels so... oh incredible! I can't believe I'm... doing this! Oh harder!”

She felt a wave of love and intense desire and happiness wash over her at her words.

The white unicorn held Twilight now with an iron grip as she began to move her head and horn in tight little circles, and Twilight cried out sharply and began to whip her tail hard against Rarity's head and down her neck. The two ponies felt each other's excitement grow, and Rarity responded by increasing the intensity of the spell surrounding her horn. What had been a low hum of gentle electricity now felt like a shocking glow within her; Twilight groaned deeply and shoved her face between her legs and into the bed as her body felt the rapid rise to an astounding orgasm. Rarity felt her lover about to come, and quickly reduced the magic field and pulled all but the tip of her horn from Twilight's maresex.

“NO! Don't you dare stop, Rarity!” Twilight screamed. “Put it back inside me! Rut me, damn it! Rut me!”

Rarity smiled and slowly stroked the full length of her horn into her lover. She bottomed out, thumping her head lightly against Twilight's tender backside, pulling back hard with her arms and grinding against her sex. Twilight squealed and shouted her approval.

“Yes! Harder! Come on!” the dusky mare groaned. She yanked desperately hard against the silk ropes, and the bed creaked menacingly. “RUT ME!”

Rarity pulled back again and pushed herself harder into Twilight, grinding into her again as she brought her spell up almost to the limit of what she knew was safe. Her lover screamed in ecstasy, thumping her arms against the bed and lashing her tail like a whip over Rarity's back. Twilight's wetness soaked Rarity's mane and head, and each thrust into the lavender pony splashed more of it against her thighs and in a soggy wet line beneath her on the bed.

Rarity increased the speed and power of her strokes, and in a moment her horn was thrusting hard and fast into Twilight, her head pounding rhythmically against the mare's hind end. Twilight's screams filled the room as her orgasm approached. Her body stiffened and shook violently, her striped tail laid nearly straight and quivering over Rarity's head. With a few last, hard strokes, Rarity finally brought her lover to her climax.

Twilight snapped the ropes holding her forehooves and shoved her face into the bed, screaming as her body convulsed wildly and her horn lit the bed with sparks of light. Her sex squeezed and pulsed around Rarity's embedded horn, and with the first wave of contractions, she showered Rarity's head with a pulsing flood of sweet, musky liquid.

Groaning heavily, Rarity pulled back and then pushed in hard once more, grinding wetly against her lover. She reveled in Twilight's ecstasy as another wave of contractions gripped them both, and she cried out and finally came with her lover. Twilight felt Rarity's horn filling her sex with a warm glow of magic, felt Rarity's climax through their shared connection, and cried again in surprise as another, smaller wave of contractions gripped her and rippled pleasantly through her body. Finally, their connection broke as the spell faded.

Twilight lay with her arms wrapped around her head, wheezing and groaning and moving her hips in sweet pleased little circles that pressed Rarity's hardness very nicely into her tender sex. Rarity released her hold on her lavender lover and tapped her flank gently; she pulled her horn slowly from Twilight, and small flood released and dripped to the bed. Twilight groaned with disappointment, suddenly feeling an unwelcome emptiness inside her.

Rarity untied Twilight's hind legs and ran a tender hoof across her lover's flank and twitching tail. She moved unseen to the far side of the bed and giggled a little as she spoke.

“Come here and lie with me, Twilight. I think it might be a little, um, safer over her.”

Shaking and weak and still out of breath, the young mage groaned and rolled lazily in Rarity's direction, finally coming within hugging range. She saw Rarity's face and mane and chest and gasped as she brought a hoof to her reddening face.

“Yes, my dear, I know,” Rarity said with a little smirk, “and I don't mind at all. Hold me?”

Rarity was drenched – her lovely white face, her mane, her horn, her soft chest fur were all thoroughly soaked and clumped with the musky wet evidence of Twilight's fulfillment. Twilight would have felt mortally embarrassed, except that Rarity still managed to wear that sweet, loving look on her face that Twilight had become so fond of. In a moment she smiled at her lover and scooted over playfully, drawing Rarity into a happy, wet hug and kissing her enthusiastically. She tasted herself on Rarity's face and lips, and then combed a few wet strands of mane from that sweet white face.

“Thank you, Rarity,” Twilight said quietly, still bringing her breathing under control. “That was... I don't think I can even tell you how amazing that felt. I'm glad—” she nuzzled Rarity's wet check and idly brushed a hoof over her neck, “—that my first time like that was with you.”

“I love you Twilight,” Rarity responded, kissing Twilight softly. “I could never do any less for you. As I said, this is all for you, my sweet Sparkle-kitten.”

Twilight smiled and nuzzled against Rarity, then she closed her eyes and sighed. Warm and fuzzy. I think I can deal with that, now.

And with that, she fell asleep against a soft white pony.

~ * ~

Rarity lay in bed holding Twilight close, carefully watching the sleeping mage's sweet face, softly stroking a hoof over her twilight-colored mane as she breathed quietly and dreamed.

It was the most tender caress, so appropriate to the solitude and quiet of their bedroom – an expression of her love unseen and unshared by anypony else. Had Rarity from yesterday watched herself touching Twilight like this, had she seen the look on her own face, she might have thought Yes, this is it; this is me, in love with Twilight Sparkle, and she's sweet and adorable and perfect. And she loves me. But it would have been at least partly an illusion to Rarity of only hours ago.
A tear threatened to draw a fresh wet line across Rarity's cheek, and she quickly brought her hoof up to wipe it away before returning to stroking Twilight's mane and neck.

I almost lost you today, love, and I still don't know why. Stress, perhaps, she tried to rationalize. We all seem to be under such pressure, lately... maybe that's all it is. But I will never give you up, not you or Lero, nor Lyra or Spike; not without a fight. And I can fight.

She watched her hoof combing across Twilight's dark mane, caressing her neck. “I love you, Twilight,” she whispered.
“I love you too, Rarity,” Twilight answered sleepily.

Rarity's breath caught and her eyes turned to Twilight's face; the young mare was still asleep, still dreaming, but now there was the tiniest smile on her lips. Twilight cuddled in closer to Rarity, purring happily as she snuggled her muzzle into her soft white chest.

Rarity sighed heavily, and felt the weight and a terrible ache in her heart lift and vanish like a dark cloud dissipating after a heavy rain. She leaned her head over, and their manes mingled as she laid a kiss on Twilight neck. Then she held on tightly, and with a smile, laid her head down and closed her eyes... just for a few moments.

~ * ~

“...Rarity,” the voice crooned.

Her ear twitched. White-furred and soft and pink inside. Twitch.

“Raaaaarity.”

Warm lips touched her nose, and she scrunched her face at the tickling sensation. She was just on the edge of wakefulness when those lips caressed hers and lingered in a soft, sensuous kiss.

Twilight slowly climbed her way over her white unicorn, lips still locked to Rarity's, and was pulled in close by the white arms that reached up automatically to encircle her.

Rarity awoke and opened her eyes just a sliver, humming happily and smiling into the warmth of Twilight's eager kiss. Twilight at last pulled her lips from Rarity's and began kissing her lover's muzzle and cheek.

“Oh Twilight, please don't stop. Kiss me again?” Rarity pleaded quietly.

The lavender unicorn pulled away slightly and gave her lover a little mischievous smile.

“I think that's my line, Miss Sleepy, but it sounds pretty nice coming from you. I think I'd like to hear that don't stop an awful lot more.” Twilight wiggled her eyebrows at Rarity.

“Miss Sleepy? My darling Twilight you fell asleep long before—” Twilight grinned like she'd won first place at the Running of the Leaves. “Oh you little tease. Well in my defense, you had fallen quite heavily asleep and the room was so quiet and you just looked far too adorable to not fall asleep on...” Rarity smiled sheepishly and shrugged. Then she thought for a moment as Twilight continued to hold herself away, and a serious look passed over her face.

“Don't stop, Twilight,” Rarity whispered with sudden urgency. “Kiss me again. And tell me that you love me... I need to hear it.”

A brief look of surprise lit Twilight's face, then she smiled brightly and brought her lips tantalizingly close to Rarity's. She lifted a hoof and brushed it through Rarity's indigo mane and over her soft ear, and after a moment's gaze of fondness into her lover's eyes, she kissed Rarity with a tenderness she hadn't thought she could ever feel for the white pony.

“I love you Rarity,” Twilight breathed as she finally pulled her lips away, and she felt happy with the sincerity of it in her heart. “And I'm so sorry that I hurt you today. I... You know that I'm under a lot of pressure, and I... misjudged you. I hope you can forgive me.”

Rarity sighed with obvious relief, and smiled. “I love you too, Twilight, and of course I forgive you.”

“Will you let me make it up to you? I have something in mind,” Twilight said, smiling again, “something very special.”

“Oh my,” Rarity said. “But you've never... Twilight are you quite sure that—”

“I'm very sure, Rarity. I know you wanted this day to be for me, but I want to please you, and isn't that also for me?” Twilight raised an eyebrow, daring Rarity to contradict her.

“Twilight Sparkle, you are far too clever a pony for my own good,” Rarity exclaimed. “Well, there is a first time for everypony, I suppose, and you are a fast learner...” Rarity thought for a moment. “Very well, my dear, but I think here is not the place for it,” Rarity said, her head nodding toward the large wet spot still staining the middle of the bed. “I think that old bed in Lero's old house will do rather nicely, don't you?”

“Um, well...” Twilight stammered, and then she looked at the wreckage they had made of the duvet and comforter, and very likely the mattress beneath. “Okay, you talked me into it!”

“Wonderful!” Rarity exclaimed. She felt a little trepidation, but for Twilight's sake she attempted to hide it. “Shall we teleport over, now?” She made as if to bring the young mage close to her in preparation.

Twilight looked a little apprehensively at Rarity and pulled back slightly, laying a hoof against the other unicorn's shoulder.

“Rarity, I know you can teleport,” she stated, “but have you ever done that except by yourself? With another pony?”

The white weather pony looked a little sheepish. “Well... no, Twilight, but the theory is the same—”

“Let me do it, then, Rarity,” Twilight interrupted. “I know you're good, and I am very impressed, but it is much more dangerous this way and it takes practice. Trust me, okay? Magic pony,” she finished, smiling and holding her hoof to her chest.

Rarity sighed. “Of course, Twilight, I shall defer to your better judgment.”

With a quick peck on Rarity's disappointed lips, Twilight turned and hopped off the bed. Then Rarity got up, and carefully avoiding the lake of wet bedding, leapt gracefully to the bedroom floor and came to stand next to Twilight.

Twilight made a show of pressing hard up against Rarity an hanging an arm over her withers. She giggled when the white mare turned her head and gave a thoroughly sardonic look. Then before Rarity could blink, Twilight had lit her horn's aura and teleported the two unicorns from the room with a flash of light.

~ * ~

A moment later they appeared next to the much smaller bed in Lero's old house. Twilight instantly grabbed Rarity in a surprise hug with both arms around her neck, and smacked her lips playfully on the white unicorn's cheek. Rarity turned a slightly peeved and scowling eye at Twilight, but the lavender mage shrugged and smiled anyway. She pressed her lips sensuously into her lover's soft cheek again, until Rarity finally leaned into the kiss and sighed.

“Is everything okay, Rarity?” Twilight said as she lifted her lips from her lover's soft white fur.

“Yes, my dear, everything is actually quite lovely. A momentary lapse on my part – please pay it no heed. You were quite right to insist on being the one to bring us here, and of course I cannot remain upset at you when you are so very adorable.”

“Which of course is most of the time,” Twilight stated with another kiss before releasing her soft marshmallow pony.

“Yes, of course,” Rarity said with a small laugh.

Rarity turned her gaze away and began to inspect the room. Her pretty face began to squinch in mild disdain.

“Rarity?” Twilight asked. She shuffled her hooves nervously.

“Yes, my dear?” came a distracted reply.

“Um, I've been meaning to ask you... How exactly did you learn to use the teleportation spell? I mean, I just don't — What?”

Rarity looked at Twilight as though she'd quite possibly gone mad. Again.

“Who are you and what have you done with my Sparkle-kitten?” Rarity exclaimed. “Are you a changeling in disguise, perhaps?” She smirked and turned an eye and a raised brow up in thought. “That does raise some rather embarrassing possibilities, considering the previous hour—”

“Rarity! What are you talking about?”

“My dear sweet pony, what are you talking about? You know quite well that you taught me how to perform teleportation yourself, well over a year ago! It literally took us months, just to get to the point where you would even let me try. Are you sure that you're feeling well, darling?” Rarity lifted a hoof to Twilight's forehead, which the purple unicorn batted away gently.

Of course it was me who taught Rarity.

“I'm fine, Rarity. I've just been under way too much stress lately. You've, well... you definitely helped me with that today,” Twilight said with a sigh, “but I'm having trouble remembering a lot of things right now. Maybe you could... refresh my memory a bit?”

“I see,” Rarity replied thoughtfully. “I must say that I'm quite disturbed that you don't remember, Twilight! However...”

~ * ~

“No, no, no! Try again.” Twilight stamped her hoof into the green turf. “The Princess will probably banish me if she finds out I'm doing this,” she grumbled aside. “And then she'll banish you, too.” Her head snapped back to Rarity and her brows furrowed sharply. “Concentrate!”

Rarity closed her eyes and forced away her irritation at Twilight and her frustration with herself. She steadied her body, legs splayed in the grass atop the small rise, and attempted to clear her thoughts. It should have been much easier than it was; she'd learned many concentration techniques years before her return to a new life in Ponyville as a weather pony. But her previous subjects of study were often far more pleasant and also far less dangerous.

“Now,” stated the young mage.

Rarity turned away from Twilight's voice and opened her eyes, and then quickly snapped them shut again.

“Start with the park bench,” Twilight ordered, clearly watching to see if Rarity was cheating again.

“Lyra's sitting on the bench, of course – on the far left side, before you ask – eating a sandwich and watching us with that same odd smile she always has... Yes, I know; never mind! There are six trees in that specific area, two of them a different species, the dirt path running before them past the bench—”

“Other ponies?”

“Fluttershy is quite obviously pronking above the shrub behind and to Lyra's left and waving to get our attention, no doubt trying to enlist us in a welcoming party for Berry's cousin from Fillydelphia. Which I highly advise against, by the way—”

“Concentrate!” Twilight growled.

“No other ponies within thirty yards, except perhaps for Applejack's sister and her terrifying little friends, who I see are all hiding out in the bushes to Lyra's right and scheming the doom of Ponyville by tree sap—”

“Animals?”

“Aside from the Cutie Mark Crusaders? None that I see or hear. No birds—”

“I can hear them in the trees, Rarity!”

Rarity sighed heavily and continued.

“—that I can see, Twilight. Besides, the field would push them away when it expanded, even before I could complete the transition into it! Why would it matter?”

“We've talked about this before; everything matters, Rarity!” Twilight shouted, too loudly.

Rarity opened her eyes and looked over at Twilight, lowering her ears with a dejected exhale. Her curled mane and tail both drooped sadly as Twilight lectured her for perhaps the hundredth time that day.

“It's not just yourself you're protecting, Rarity, it's the ponies and other creatures around you! The teleportation field is as finely tuned as you make it, and if you lose your concentration and screw it up – which is terrifyingly easy to do – you risk hurting not only yourself, but somepony else who you didn't think would be in the same place when you jumped. It might kill you and it would definitely kill them.”

“You can't always know what will be there if you can't see where you're going to be, Twilight,” Rarity remarked quietly, raising her head up a little. But Twilight shook her head, deadly serious.

“I can, Rarity. And I'm going to teach that to you before you ever learn how to teleport, but you have to master this part first; being able to visualize where you are and where you're going is absolutely critical. This is how I was taught, and it really is the best way. Too many ponies have, well...” Twilight looked away uncomfortably. “It's too important to skip this lesson, Rarity.”

Twilight saw the look on Rarity's face, and sighed as she realized that she'd pushed her friend too hard again. She stepped close and nuzzled against Rarity's downcast face; her mane smelled distractingly of lilacs, and she blew a light breath through it. Her anger washed away in a moment of closeness.

“Rarity, I... I'm only teaching you how to do this because I know that you can do it — not every unicorn can. But it's so much more dangerous than you realize, and sometimes I get very worried.”

Twilight licked her lips nervously and drew in another lilac breath. And then on impulse she kissed Rarity's cheek, a slow tender touch of her lips. She blushed furiously at herself and placed a lingering hoof against Rarity's chest. She dropped it down quickly and then watched as it pawed into the soft grass. “I... I love you, Rarity. You're my — well you're my best friend, and I have to teach you to do this perfectly. I need to be absolutely sure that you'll never, ever hurt yourself.”

When she looked up, Rarity was holding a hoof to her white cheek where Twilight's lips had feather-touched her, her mouth open with surprise. The white unicorn leaned her muzzle in very close and lifted the mage's lavender chin with her hoof.

Twilight's eyes grew wide, and the two ponies shared warm breaths for a moment as the world around them faded into an absolute certainty of what was going to happen.

“I want very much to kiss you, Twilight,” Rarity stated quietly.

“Rarity, I... okay.” Twilight's quivered with anticipation, and she closed her eyes as Rarity's lips drew closer to hers.

It was a lovely kiss. Of course. The world didn't quite sail wildly out of orbit, lightning didn't really strike them down on the spot, and gravity actually still held the two unicorns to the grass despite the unbearable lightness they felt as their lips touched for the very first time. But the world around them drew in and decided to hold them close together for a few precious moments, wrapping them in electricity and a new glow and warmth of fire.

Their eyes opened slowly, blue and amethyst and sultry, and they reluctantly pulled their lips apart only to inhale a few shaking breaths of air.

“Well,” Rarity spoke first, trying to regain her breath. Her lips smiled and she was hungry to kiss Twilight again. “That was very—”

“Wow,” Twilight replied, touching her lips with a hoof. She wanted to pin Rarity to the ground and kiss her until the world disappeared again. And again.

The sounds of the green park intruded, though; foals at play chasing past them and parents galloping by to corral their errant children; other couples arriving to take up nearby spots and enjoy the sun and cool air together; the pleasant weather and the popularity of the wide green fields conspired against their new desire for closeness and solitude.

The two unicorns looked around, suddenly aware of their stage-like presence at the top of the little hill. They shuffled nervously despite the warmth they felt between them, and tried to say the right thing.

“Maybe we should, well...” Rarity began.

“Yeah, we should probably, um—”

A touch of self-consciousness started to create a small void of indecision around them, but it had no chance of lasting long.

“We could continue with the lesson, I suppose,” Rarity suggested, not at all hopefully. “Or, perhaps...?”

Twilight looked into Rarity's blue eyes as she breathed little ragged breaths, and she saw exactly what she felt in herself.

“N-no, I'm pretty sure we just blew our concentration for the day,” Twilight said, shaking her head with a smile. “Maybe we should... Let's do something else.” A thought occurred to her and her pretty face lit with a stunning rouge glow, but she still smiled.

“That's a lovely idea,” Rarity said, failing to hide her own excited blush as her long purple mane fell over her face.

Rarity nudged Twilight playfully, and the two ponies turned and began to trot with quick excited steps down the hill together, nudging each other hard and flicking their tails against each other's flanks along the way.

By the time the two unicorns reached the edge of the park, their fast walk slowed to an ambling gate; they drew close together, quietly walking barely a hoof apart and touching each other shyly, almost by accident... as if they thought they could still hide their feelings from each other, just in case they might be wrong.

The surprised smiles and waves of a few friendly ponies who passed by on their way to the park might have told the pair just how little they were hiding their affection — if Twilight and Rarity could be bothered to look around for a spare moment.

They stepped onto the packed earth of the street that ran next to the park and bumped into each other gently again, but this time they stuck together quite happily as they continued on for a long silent span.

“Twilight? Do you like Lero?” Rarity asked, her voice softly breaking the quiet. “I've sensed something between the two of you for a while, now—”

Twilight felt her face heat up, and she shook her mane and blew a soft nervous breath in a little whinny of dismay.

Rarity walked on for another few hoof-steps before she realized that Twilight had stopped to stare at her. “Rarity, I would never... ever — well, you know...”

Twilight's head turned away sharply as a realization of their situation set in. Her shame was obvious and her head hung low. “I know he's your coltfriend, and well, I'm so happy for both of you. I should never have... I shouldn't have kissed you, Rarity! I really should go, I'm so sorry—”

“Oh Twilight, I kissed you,” Rarity said, stepping back and leaning her head over Twilight's neck. Twilight tried to turn away, but Rarity's strong hold kept her in place.

“Lero is shy, perhaps more so than you are, my dear, and he might never have said anything to me about it. But I can see the spark between the two of you as much as I've felt it between myself and him... and with you.” Rarity pulled back and nuzzled very firmly against Twilight's cheek. “I asked him about you, Twilight, and we talked for quite a long time about you. We decided that were going to ask you together if you might like to join our little herd, but I think perhaps now is the right time.”

Twilight pulled back a little and stared at Rarity, and for a moment she forgot how to breath. Then she shook her head and took a deep breath, surprised and relieved and excited. A smile lit her lavender face and suddenly she looked happy again.

“Oh Rarity, I would love that!” Twilight cried. She leapt up and wrapped her forelegs around Rarity's neck, squeezing a surprised squeak out of the white pony as her enthusiasm pushed them back a few steps together.

Rarity lifted her hoof to hug Twilight tightly, laughing gently. “I suppose that now you'll probably want to—”

“I need to do some research!” Twilight exclaimed. She pulled away excitedly and dropped to all fours. Her eyes shined. “There's so much to think about! I mean—”

“Lero said you would say that,” Rarity laughed quietly, laying her head over Twilight's neck again as the little mare plowed on, oblivious.

“—he's your stallion, and I need his approval too! And there's the whole dating thing, and the flowers – and oh my gosh, they have to be lavender, don't they, or maybe lilacs! – and wait Lero knew I'd say this?”

Rarity laughed again and this time it was her turn to reach her fore-hooves up to hold Twilight in a tight hug.

“I didn't tell you before, Twilight, but you are absolutely the most adorable pony in Equestria and I do love you. And yes, Lero knew. He wanted to make a wager on it, but I simply refused!”

Twilight chuckled against Rarity's hug, and suddenly she found herself at a complete loss for words. Instead she just lifted her foreleg up and held her friend, making happy humming sounds into Rarity's neck.

“Twilight Sparkle, you sound exactly like a sweet little kitten who's found a new home...”

“Hmmmm, maybe that's because I have, Rarity.”

Rarity held Twilight close for a few moments with her eyes closed, reveling in her new herdmare's soft hum of contentment before she finally released the lavender pony. She lifted a hoof to caress Twilight's cheek.

“Well, my sweet Sparkle-kitten, shall we go and find Lero? I'm sure he's probably home by now... What?”

Twilight was giggling as she lifted her hoof to Rarity's, holding the white mare's hoof close and nuzzling into it.

“Sparkle-kitten, Rarity?” Twilight asked, blushing furiously again. It just seemed to be the kind of day for that. “I kind of... Oh my gosh that's so cute.”

Rarity smiled, feeling a new warmth encircle her heart, and she leaned in and kissed Twilight again.

~ * ~

Twilight stared at Rarity as she brought her story to a close, and she found herself unable to think for a moment.

Rarity kissed the side of her sweetly surprised face. Absolutely adorable.

“Rarity... those are your memories? That was our first...” How? Where could all of those memories possibly have come from? An alternate universe? Or are they all just made up by the spell? The lavender mage quickly cast aside any hope of an explanation as it threatened to unravel the calm Rarity had worked so hard to give her. Just roll with it for a change. Sort it out later. It'll come.

“My dear...” Rarity began. She bit her bottom lip and thought carefully about what she should say. “I think you might imagine how concerned I am for you, love. That you cannot remember is... disheartening, but I am trying to understand.”

“I know, and I'm really sorry, Rarity. It does all sound familiar, and it really does sound like me,” Twilight said with a small laugh. She reached up and wrapped her arms around Rarity's neck, holding her tightly and stroking Rarity's mane as the unicorn spoke on.

“You were quite a thorough taskmistress, I must say, and your methods felt rather harsh at the time. But when you told me that you loved me,” Rarity smiled at the memory and leaned into Twilight's neck, “I realized that I hadn't been taking you seriously, and I understood that you were trying to protect me from myself. It became much easier for both of us after that.”

Rarity's gaze looked over Twilight's shoulder, and she saw herself staring into a dusty mirror hanging behind Twilight.

“Oh Luna in the moon, I look dreadful,” Rarity suddenly pined. “Twilight, why didn't you say something?”

“Well, because I think you look very sexy? And you didn't mind earlier? Seriously, Rarity, you look fine—”

“Oh no, my dear. While I appreciate your sentiment, I think it's time for me to clean up a little.” Rarity tapped Twilight's shoulder, and the pony released her and stepped away. “Give me just a moment!”

Rarity took a step back as her horn began to glow with the color of her azure eyes. Twilight watched in fascination as a cool blue glow quickly enveloped the white unicorn. Rarity's mane and the longer hairs of her coat began to wave as if blown in a strong wind. Swirling patterns formed in the shorter hairs of her coat, and then all at once the thick blanket of blue aura broke apart into dozens of spheres, each one seeming to rotate and fly across Rarity's white form. Her mane and tail were stretched out behind her, drawn by the specter of a gale-force wind, and smaller globes of blue wrapped themselves around her hair and yet somehow drifted delicately through the long strands.

Twilight stood watching, awed that Rarity had learned such fine control over so many thaumatic threads at once. She asked herself, not for the last time, Where had all of this power and talent come from? Was it carried over with Rainbow Dash's soul? Did that explain Rainbow's unique abilities which had clearly always been magical? Or did Rarity always have this potential, untapped and waiting to be put to use? She always was good at thread-work with... fashion. Twilight smiled.

It didn't matter. Twilight's smile grew wider as she watched her friend use her magic, performing the simple task of grooming herself in the most complex way. She looked at Rarity's face; her blue eyes were closed to the touch of her magic, but her smile was lovely to see. She was happy.

At last Rarity opened her eyes and the spell ended. Suddenly the low hum of all the whirlwinds of magic ceased, leaving the room surprisingly quiet.

Twilight giggled a little as she looked at Rarity, and the white weather pony gave herself a cursory once-over in the mirror with a mild snort of approval. She looked at Twilight and returned the wide smile she saw on her friend's face.

“Well,” Rarity said with rare acceptance of her wind-blown appearance, “it could be worse.” She giggled with Twilight as she gave her purple herdmare a brief look, and then came to an instant decision.

“Your turn!” Rarity announced.

Twilight squeaked as she was enveloped by Rarity's weather spell, but she could feel the benign nature of it and decided to just let it happen. She started to giggle as the spell encased her, and then as the field broke apart to do it's work, she had to hold in her laughter. She could feel it tugging at her mane an tail and swirling over ever inch of her lavender body, drying and combing gently through every strand of soft hair. Just as she was about to complain to Rarity about how much it all tickled, it was over. She opened her eyes to see Rarity open the skylight above and toss a glowing blue sphere out the window.

Rarity brought her gaze down just in time to squeak brightly as Twilight bowled her over onto the bed. She landed on her back and sank into the mattress as Twilight pinned her down and pressed her face into Rarity's soft, beautiful neck and mane.

“Twilight! What are you—”

“That was amazing, Rarity,” the young mage said. Twilight pulled her muzzle from Rarity's neck and looked down at her with sparkling eyes. “You have to teach me that, okay?” Twilight kissed Rarity passionately on the lips before the white mare could respond. When the lilac pony finally let Rarity have some air, it was only to give herself a breath before diving in again.

“Twilight! I—”

“I love it that we still smell like each other, Rarity. Was that deliberate? Good choice!” Twilight groaned and nipped at Rarity's cheek and neck, and Rarity's soft moans finally joined Twilight's.

Rarity found herself basking in a surprising glow of pleasure and contentment. If her lover wanted to please her, and if this was all for Twilight, well then who was she to say no to letting Twilight take over for a little while...? Rarity moaned as Twilight kissed her soft chest and began trailing kisses down her belly.

Oh that's lovely, Twilight, oh my, oh yes right there.

~ * ~

Twilight's tongue lapped slowly down Rarity's belly, painting feather-light, cooling swirls of saliva against her pale skin. Her wide amethyst eyes looked up over Rarity's heaving barrel and stared into those big blues, and the desire she saw in them made her purr happily.

She withdrew her tongue and began planting kisses in a slow orbit around each of Rarity's nipples, sucking the smooth skin between her lips and tickling her tongue against it.

“Oh my dear Sparkle-kitten, that feels lovely. What you may lack in skill – ahhh! – you more than make up for with enthusiasm—”

“Well, that's not very nice of you, Rarity,” Twilight pouted, teasing her lips over the tender skin, so very close to a swollen nipple. “Are you saying that I don't have enough skill to please you?”

“No, darling, that's not what I meant at all—”

Twilight swiped her tongue across the smooth, bare patch, and then circled Rarity's nipple with her tongue-tip, never quite coming close enough to touch it... “I only ask because—” She opened her lips wide and fully kissed Rarity's nipple, sucking it between her teeth and lashing it once with her tongue. Rarity arched her back and cried out, just before Twilight released it. “—I can stop... anytime you want me to.”

“Don't. You. Dare!” Rarity panted. “Sparkle-kitten, indeed! Perhaps I should call you Sparkle-tiger, instead...”

A little laugh vibrated in Twilight's throat as her lips drew a slow line of wet kisses towards Rarity's other, aching nipple. Kiss. “Mmmm, I like that,” she purred sexily. Kiss. “I suppose I'll forgive you for now, Rarity.” Kiss.

The slow wet line soon became achingly slow, wet circles around the other sensitive nub. Twilight brought her hooves up and began to stroke upward over Rarity's soft tummy and chest, caressing and kneading as she reveled in her lover's new moans of frustration. She pressed her gasping lover down and felt the white pony's hind legs try to squeeze her tightly as she finally took that second full, dark nipple between her lips and teeth. She sucked it in softly, feeling the sensitive flesh swell; her tongue brushed across and around the swollen teat until Rarity shivered and her dark tail wrapped in a tight caress over Twilight's neck.

“Oh my dear Sparkle-tigress, I apologize,” Rarity breathed harshly, “I had no idea... you've never been as aggressive with me as today... oh goddess, that's so lovely...”

Twilight finally released her hold on her lover's tender nipple and soon began planting little kisses further and further down... Rarity groaned again, and bright amethyst eyes captured hers as they looked up over her heaving chest.

“Well,” Twilight replied with a sweet, throaty laugh, “it's easy to forgive you when my tongue is between your legs, Rarity. I really love making you feel good.” Twilight brought her lips down again in a soft, teasing kiss just above the white mare's sex. Rarity squirmed and moaned beneath her, trying to force the lilac pony further down to taste her wetness.

“I'm... I'm quite happy for that...” Rarity murmured, pushing at the mare with her hooves. Twilight wouldn't budge, so now the white pony tried in vain to push her hips upward.

Twilight smiled and moved her lips down a fraction further, always teasing... always slow... softly kissing every sweet-tasting inch of Rarity's nethers; all but the one place the weather pony most wanted Twilight's sweet lips planted on her.

Just as Rarity felt a hard groan of frustration rise to her throat, Twilight dipped her muzzle down and pressed her tongue, firm and warm, against the top of Rarity's pink, wet lips. Twilight swished her tongue left to right and then slowly dragged it up across Rarity's clit. Rarity cried sharply and gripped Twilight's head in her hooves, trying desperately to pull the lavender mare's muzzle harder into her aching sex.

“Oh Celestia!”

Twilight's eyes looked up once to watch her lover, and she smiled as she saw the white pony's neck and head arched back, her mouth open wide with little shivers of ecstasy rippling through her body...

“You are so beautiful, Rarity,” Twilight said, her voice low and silky.

Twilight dipped her tongue deeper into Rarity's maresex and finally tasted her lover's sweet nectar. She hummed with pleased sounds and dragged her warm tongue harshly up and over and around that sweet, hard little nub of her clit again. Rarity's four legs clamped down hard against Twilight's head as she cried out and humped against Twilight's mouth. Twilight, though, was far from letting her friend come just yet; she pulled back for a moment, her denial accompanied by Rarity's soft, needy whines.

“I think I've neglected you too much today,” Twilight giggled.

The lavender pony released Rarity and slinked up along her body until the two lovers were pressed hard together, face to face. She closed her eyes and kissed her white unicorn hungrily, grinding her hips into the mare and sliding their dripping sex together; they mewled and gripped each other tightly, groaning into each other's mouths. Twilight slowly pressed harder and harder into Rarity, her movements soon becoming surprisingly more frantic with each thrust. A high pitched whine began to keen in her throat before Rarity finally broke their kiss with a gasp.

“Twilight,” she panted, “I want your horn inside me, love. You promised.” Rarity smiled weakly, gripping Twilight's undulating hips with her hind legs and forcing her hips up into the lavender mare. Their tails twitched and played merrily against each other.

Twilight groaned happily and pushed herself up a little on her forelegs, levering her hips down hard to grind her clitoris against her soft white pony's sensitive nub. “Ahhh!” she gasped. “But I love this, Rarity... and you know, I... never actually promised...”

Rarity reached up and hooked a hoof behind Twilight's neck. She firmly tugged her sexy lavender pony down into a brief hard kiss and then stared into her glassy, surprised eyes.

“I love this too, Sparkle-kitten,” Rarity husked sexily. “Tigress. But you did so promise.”

A playful smile spread across Twilight's face, and then her eyelids closed half-way and she gave Rarity a hot, sultry stare. “I know,” she admitted.

She ground herself sensuously against Rarity one last time before sweetly lighting kisses on her cheeks. Her muzzle moved up and she kissed Rarity's white forehead tenderly, eliciting a little shiver as she moved up and pressed her lips to the base of the other unicorn's horn. Rarity's horn began to glow faintly, and both ponies moaned together as Twilight's lips and tongue caressed the fluted organ, brushing all the way to the tip and slowly sliding off. Twilight's eyes closed as she savored the tingling sensation on her tongue.

“You still taste like me, Rarity,” Twilight said with surprise, staring at her lover's horn. Then her eyes locked onto Rarity's, and her face suddenly flushed hotly. Nervous excitement began to shake her voice. “I, um... should we... do you want to turn over? And we don't... have any, um, ropes in here—”

“I won't need the silk, darling,” Rarity said kindly, her voice still quivering with her pent-up desire as she caressed Twilight's cheek with her muzzle, “and I prefer to lie on my back for this — I want to be able to watch you. Though I may need a few pillows...”

With a quick kiss and a reassuring smile, Rarity motioned Twilight from her prone perch atop the white pony. Then with an azure glow of magic, Rarity pulled a few thick pillows from beneath the covers at the head of the bed. She lifted her hips and floated the pillows beneath her hindquarters, quickly settling in as she lowered her weight onto them. She rested at last, her body curved down to the bed and her four legs folded comfortably and rather fetchingly against her barrel. She looked at Twilight, and saw her lover's nervous stare.

“Twilight, my dear, there's nothing to worry about,” Rarity said. “You'll do fine, believe me! I've been where you are now, and you must simply trust yourself as I do — and I do trust you. Come here, love, and wrap your arms around my hind legs.”

“O-okay,” Twilight said, the nervous quiver still shaking her voice.

Twilight moved up closer to Rarity and carefully wrapped her forelegs up and around her lover as directed. She rested her muzzle between those lovely white rear legs, feeling Rarity's dark tail shift and twitch against her chest. On impulse she kissed the soft skin between the white unicorn's teats.

“Oh, that's nice,” Rarity encouraged with a sigh. “Now kiss me again, Twilight. Much lower this time... please.”

Twilight smiled confidently and slowly brought her muzzle down to Rarity's glistening sex — this she could do. She breathed in the sweet musk of Rarity's arousal, savoring it as she took in the sight of her lover's pink maresex. It winked wetly at her with Rarity's obvious anticipation, and she eagerly brought her lips up to it. Rarity gasped as Twilight's lips caressed hers expertly, and then again as her tongue pushed between both their lips and entered the white mare. Both lovers groaned as Twilight's tongue pressed deep into Rarity and curved upward, while the lavender pony's upper lip encompassed and pressed hard against Rarity's clitoris.

“Oh yes, Twilight,” Rarity moaned, “that is perfect!”

Her tongue pushed further into Rarity's wildly pulsing sex and pressed up hard, massaging the soft textured flesh Twilight's tongue found so easily. Lavender hooves held tightly to Rarity's shaking white legs, and drew the white mare hard up against Twilight's soft muzzle and expert tongue. Twilight's excitement grew as her lips and tongue drew sweeter and louder cries from her lover, and that beautiful amethyst tail flailed across her belly with quick lashes, urging her onward. But suddenly Rarity began to cry out in a panic.

“No, Twilight, not yet! Don't make me...” Rarity's heavy breaths wheezed from her as Twilight reacted and quickly withdrew her tongue. “Oh dear Celestia, that was close,” she said with a harsh little laugh of relief. She lifted her head up and looked look up over her heaving barrel to see Twilight smiling at her with a very moist look. Her tongue slipped out a little and drew across her lips, tasting Rarity's wetness.

“You okay, Rarity?” Twilight asked watching her mare's face carefully. A mischievous spark lit her eyes, and keeping them locked onto Rarity's deep blue eyes, she leaned her wet muzzle in again. Her soft lips met Rarity's winking maresex with an enthusiastic kiss, sliding lips against lips with a sweet, frictionless pressure that made Rarity gasp and shudder. Twilight hummed ecstatically as her tongue pushed apart the pink folds, slowly tasting her wet mare as she painted a single stroke of her wide tongue upward, drawing the tip up and over her swollen clit with a little flourish.

Rarity squeaked and flopped her head back to the bed weakly. “My dear sweet Sparkle-tigress, you needn't worry about pleasing me, especially with your horn — I've no doubt it won't take very long.”

“Well... we'll see about that,” Twilight said with a little smirk on her lips, feeling more sure of herself than she had. “What should I do now, Rarity?”

Rarity closed her eyes and took in deep breaths, remembering her own past and recalling the memories of lessons she'd been taught.

“It's very simple, Twilight: you must maintain the empathic connection throughout the experience,” Rarity lectured, “and while you will experience your partner's pleasure, you must always maintain a focus on yourself and on your partner as much as you can.” She licked her lips in nervous anticipation, and opened her eyes. Twilight was clearly a bit nervous again, but she was also excited; Rarity smiled at her. “Just be careful and always go slowly, love, and try not to let your aura grow too strong. The rest will follow naturally, I promise.”

Twilight saw the look of confidence in Rarity's eyes, and nodded hopefully. “Okay, Rarity. I'll... I will be careful.”

Rarity gave a little nod and laid back, closing her eyes and breathing deeply. The young mage ran her arms up between Rarity's legs, stroking her hooves tenderly up along her soft white belly and down to her chest, spending a few precious moments building up her resolve and calming her excited nerves. She looked down at Rarity's face, serene and relaxed, and an unexpected wave of love and affection for this sweet white pony filled her. She was surprised at the strength of her feelings, but didn't consider questioning them anymore; it simply made her happy to please Rarity.

Twilight slowly prepared herself, wrapping her arms around Rarity's hind legs once more. Her desire and nervous energy grew as she brought her muzzle up close to Rarity's puffy wet folds, and after a tense moment of hesitation, she brought her lips close and gave them a tender, loving kiss. Rarity moaned softly at Twilight's touch, and at that moment the young mage lit her aura and brought the two of them together in a connection more intimate than anything else they could share.

Nervousness, desire, need, and love all moved back and forth between the two ponies for a few wild moments of confused identity, until at last the two lovers calmed and drew their emotions and feelings apart just enough to see themselves as part of a loving whole.

For her part, Twilight felt the reassuring touch of Rainbow Dash's soul, of Rarity's soul, and felt a tension that she hadn't realized was there slip away like a mist burning away.

It's alright, Twilight. No need to worry, she felt from Rarity. It wasn't words as much as it was the feeling that made them. Calm. Confidence in her lover. Happiness. Love...

Twilight smiled. I love you, Rarity, she shared, and felt her lover's intense happy response in return. It would all be okay...

She began slowly, feeling the touch of her horn on Rarity's smooth skin from both their perspectives. She wasn't a stranger to the empathic connection, but in this case she knew that moving slowly was extremely important.

She moved her horn down with infinite care, and caught her breath sharply as she felt it move across her — no, Rarity's clitoris, sending a sharp wave of pleasure through them both. The fluting of her hard horn rippled excitingly across Rarity's swollen nub, sending sweet pulses of pleasure through both ponies... until the bright tip of her glowing horn met the soft swell of that little nub of flesh, throwing them both into a gasping haze of intense, overwhelming pleasure.

Too much! Twilight thought as both ponies cried out together, and she quickly slid her horn down and away from Rarity's clitoris, and into the white mare's pink folds. In a cloudy haze of shared ecstasy, Twilight realized that the sheath of magic aura around her horn had brightened considerably and she struggled to lower the intensity. When her senses finally returned, she realized that her horn had been sliding slowly down the wet folds of Rarity's sex, and with a dizzying shock she realized that her horn had slipped inside her lover. It was thrilling... feeling herself inside Rarity; being Rarity and feeling Twilight inside her and wanting it all in her, right now.

Rarity groaned and shook with pleasure as Twilight slowly pushed forward, and mage fought again to keep from being overwhelmed with her lover. Keeping their intense feelings from whipping them both into an uncontrolled fugue of climactic pleasure had become intensely hard, and in the back of her mind Twilight wondered for an instant how Rarity could have kept her cool so well as she'd done this very same thing to Twilight...

It shocked her when she felt and heard Rarity's pleading whine fill the quiet air. Twilight had forgotten that she could hear.

“Oh, more, Twilight! You're doing... just marvelous,” Rarity called out. Her hips moved very slightly, mostly under strict control... unlike her tail, which seemed to want to caress Twilight's lavender chest and stomach like a second lover.

Feeling her own horn from Rarity's perspective, Twilight curled her neck down a bit more to correct the angle of her entry, and she felt her aura grow stronger as she slowly pushed herself further into Rarity's folds. She cried out with Rarity as she felt the intense tingling of her own magic quickly grow and spread through her horn and sex. It was like a flood of electricity finding it's way to every fold and every nerve ending; she tingled brightly and glowed from the inside, and she wasn't sure anymore it that was Rarity, or her, or both of them.

They were shocked when they both realized that Twilight had penetrated Rarity completely. Her forehead and mane pressed hard against Rarity's dripping sex, and her ears met the soft inside of the unicorn's shaking white thighs. Everything was dark and filled with swirls of color, until she realized that she had her eyes closed... At that moment Rarity opened her eyes and looked up over her heaving stomach, and Twilight saw the partial image of herself with only her mane and ears visible between Rarity's folded, shivering legs.

Twilight began to draw back nearly the length of her horn, her slow movement accompanied by the low plaintive cry of her lover and the desperate clutching of her hooves as they tried to draw that beautiful, magical horn back inside her. Twilight moaned loudly, feeling the wet evidence of Rarity's pleasure dripping from her horn, and she became desperate to feel the soft walls of her lover's flesh wrapped tightly around her again. She pushed inward, fighting with every once of control to move slowly and carefully, and somehow her restraint and the combined pleasure of two loving ponies sharing their feelings and sensations managed to make her horn glow even more brightly.

Rarity's mouth hung wide open, and she lost the ability to form any coherent words except for exultant cries of 'Yes!' as Twilight slowly impaled her again. Her hind legs and forehooves squeezed and pawed at Twilight's head, and the only reason the lavender unicorn could even breath was that her muzzle was out of Rarity's reach. But the white mare's tail began to lash upward painfully and hit Twilight's snout along with her underside. She would have taken Rarity's dock into her mouth if she could, but the angle of it prevented her. Instead Twilight ignored it and just reveled in the exciting feeling of Rarity's sex squeezing and caressing her horn as she pushed deeper.

Twilight began to groan passionately with every breath now, and her lover's incoherent cries grew louder and louder as she bottomed out and ground herself hard into the white unicorn.

“Oh Twilight, please don't stop!” Rarity cried suddenly, and her feelings of pleasure and hot desire reverberated through Twilight. She was shaking and grasping at the purple unicorn, desperate for release. “One more... Oh Celestia, just one more stroke...”

Shaking and moaning and holding Rarity's hindquarters down with an iron grip, Twilight began to pull herself from Rarity's soaked, clutching sex again. Rarity's soft maresex tried to grip and pull Twilight's fluted horn back in, rippling and squeezing along every inch of it's hard length. The intensity of feelings whipped back and forth between the two lovers, and suddenly the young mare felt her climax rising up hard and threatening to overwhelm her.

“Oh goddess, I'm gonna come, Rarity!” Twilight screamed.

“Yes, Twilight! Inside me! Please! Don't stop!” Rarity cried with her.

Twilight fought desperately to hold back as she slowly pushed her horn into Rarity's thrumming sex, but each wave of pleasure she felt against her horn and aura was shared and felt and returned to her even stronger through Rarity's perception.
As Twilight's horn finally pushed all the way into Rarity's clasping sex and ground hard against her, she felt Rarity's own pleasure peak and begin to overwhelm them both like a tidal wave slowly crashing into them. It didn't matter in the least who came first; they would never know, because the two lovers felt the it all so closely together that it began as a single, shared experience.

It started as a pinpoint of light somewhere deep inside Rarity, and bloomed like a star exploding in slow motion, spreading it's energy, touching deep inside each of them and traveling through them, from their suddenly curling hooves to their gasping mouths to the glowing tips of their horns...

The pulsing ecstasy of their climax lifted both lovers up to a beautiful plateau of orgasms, high and intense and surprising and frightening all at once.

Twilight pulled the mare's legs hard and forced her head and horn into her Rarity, and she cried sharply as a million tiny stars of brilliant magic suddenly poured from her horn and flooded into Rarity's womb. Rarity screamed incoherently and lifted up and curled her body forward, gripping her forehooves roughly behind Twilight's screaming lavender head. She pulled the mare tightly against her, shaking and convulsing and screaming in ecstasy over and over as the evidence of Twilight's intense orgasms filled her and glowed through her, all while her own horn showered Twilight's outstretched body with a cascade of colorful lights.

At last Rarity's convulsions began to slow, and her climax subsided. Completely drained of energy, she released her unicorn lover and collapsed back into the bed with a weak groan. Her body tingled pleasantly and she couldn't move a muscle that didn't involve breathing in gasped breaths of air.

Twilight felt Rarity finally release her hold, and she used the dying embers of her own spent energy to pull herself carefully from Rarity's womb. Then she dropped down to lay literally soaked and gasping between Rarity's outstretched legs. Her eyes were closed and she panted and drooled into her lover's shivering amethyst tail, utterly exhausted.

The two lovers lay where they were for a little while, spent and dragging hard breaths into their lungs; they hadn't even reached a point that they could begin to call an afterglow, yet. Soon, though, Twilight began to crave Rarity's closeness, and she lifted herself up with a weary groan and crawled over Rarity's unmoving form to drop heavily next to the white pony. She draped her foreleg like rubber across Rarity's billowing chest and then moaned happily into the mare's side as Rarity threw a weak arm around her.

Soon their breaths quieted and their hold on each other grew stronger. Their smiles and mutual affection drew them closer together into little movements and intimate touches until at last they basked in the glow of each other's happiness and closeness.

“I'm so thirsty,” Twilight eventually complained in a small voice, and she kissed Rarity's chest. Rarity laughed a little bit and hugged her lavender unicorn closer.

“I understand, Twilight. I'm sorry, I can't even move! And my magic won't work at the moment...”

“S'okay, we can get up later,” Twilight mumbled into Rarity's side. “I like this.”

Rarity nuzzled lovingly against Twilight's neck and mane. “Take all the time you need, my sweet Sparkle-tigress,” she said quietly. She caressed Twilight's mane lovingly, and for a moment she thought the mare had fallen asleep again.

“Kitten,” Twilight said clearly a moment later. She squeezed Rarity hard and buried her muzzle into the marshmallow pony's side. “I like 'kitten' more.”

Rarity smiled and nuzzled her herdmate again. “So do I, love.”

~ * ~

The air was heavy with the scent of their sex play.

In the past Rarity might have found it almost distasteful after a while, but lying there with Twilight Sparkle resting peacefully in her arms, she felt only a glow of peace and satisfaction.

Twilight had always been so... reluctant in the past to engage in horn play. But today she’d been aggressive. Exciting. Willing to try things she’d refused to consider in the past. Not just willing, but actually demanding. It was almost like she was an entirely different pony in bed... Rarity caressed Twilight’s mane; the purple mare purred and snuggled in closer, and suddenly she was exactly the same sweet, adorable mare Rarity had always known and loved. Absolutely beautiful and perfect.

Rarity sighed as she felt her body begin to flush and tingle, and she groaned a little to feel Twilight lying so close and warm and smelling sweetly of sex. Damn! She knew the little mare needed a rest – hornplay was always a demanding, draining experience for the giver—

“You okay, Rarity?” Twilight mumbled.

“Oh Twilight, I am feeling quite lovely,” Rarity responded, smiling to herself. She kissed Twilight’s ear, and received a pleasant giggle. “You are just simply... making me...”

“Horny?” Twilight said with a laugh. The little mare nibbled Rarity’s chest. Sweet little tease!

“You truly are a Sparkle-tiger today, Twilight. I must admit I don’t know what’s come over you, but I absolutely love it.”
Twilight purred with her eyes still closed and bit into Rarity’s chest, drawing a gasp and a hot flash of need from the white pony. “Just keep calling me Sparkle-kitten, Rarity,” Twilight breathed. “I don’t know why, but it really, really turns me on.”

The young mare pulled herself on top of a mildly surprised white pony, and met her lips with a languid, sleepy kiss as Twilight pressed her body down softly into the mare. Rarity groaned and felt her blood race faster.

“You really excite me, Rarity,” Twilight said, her eyes wide and passionate. Her voice was thick and husky and Rarity’s heart pounded even harder. “I can’t explain it. I... I love you, Rarity. It’s like I’ve known you forever and we’ve just met. I want you. Fuck me.”

“Oh my dear sweet Celestia, who are you?” Rarity whispered with a lusty smile. “And what have you done with my Sparkle-kitten?”

Twilight jammed her mouth against Rarity’s and kissed her deeply, shoving her tongue past the pony’s teeth, sharing sweet breaths and saliva and muscle and taste and moaning into each other’s mouths and oh goddess! how had she never jumped Rarity before now? She pulled back suddenly.

“I am your Sparkle-kitten, Rarity, and don’t you ever forget it!” Twilight said with a happy growl. Then she pounced on Rarity again. The two mares wrapped their arms tightly around each other in a hot embrace and rolled to one edge of the bed and back, engaged in a battle for supremacy that they would both win.

Rarity rolled atop Twilight and kissed her slowly, thrusting her sex hard into the younger mare. She felt like she should be trying to calm the less experienced unicorn and keep her from ending their pleasure too soon, but well, screw that!—

Twilight rolled and thrust Rarity to the bed, pressing hard into her. She giggled at her temporary victory and then gasped as Rarity pressed her wet loins up into Twilight. Their mouths mashed together and then their wet maresex found each other’s in a familiar series of excited movements and intense pressure.

And then somehow Rarity was on top again and frantically turning herself around. Twilight whined with need as nearly all contact with her lover was lost for a brief moment. And then Rarity’s glorious tongue was licking across her clit and oh my gosh! she was pushing her tongue between Twilight’s pink wet lips and tasting her and pushing that sweet hard muscle into her and—

“Twilight! Put your tongue inside me!” Rarity cried. She licked the purple mare’s clit once, then again, as if telling her I’m not giving you what you want until you—

And then Twilight’s arms gripped those lovely, curvy white flanks and pulled them hotly, pushing her mouth at Rarity’s sweet-tasting maresex, thrusting her hard tongue between those hot pink folds and deep inside her lover to touch every surface and explore until she found just the right... spot...!

Rarity cried out and her tongue pulled out, but her lips wrapped tightly around Twilight’s swollen bud and she licked and she chewed and bathed it harshly with her teeth and thick muscled tongue...

Twilight’s tail whipped up between her legs and curled over to vibrate against Rarity’s head as the white unicorn brought her sweet little lover closer and closer—

Twilight pulled her tongue from Rarity’s sex and easily reached her hot tongue down and slowly licked hard against the other mare’s engorged clitoris, swirling it around to the music of her lover’s cries, and then dragging it hard up and between those wonderful sweet sopping pink mare lips she’d never tasted before today. Her wide tongue dragged all... the... way... up... those tight sweet folds and further on until her lips encompassed the sopping white underside of Rarity’s whipping dock, and she suckled and bit and brushed her tongue hard across that hyper-sensitive little white tuft of fur beneath her lover’s tail, and she almost came as she heard Rarity’s sweet cries fill the room with a power stronger than the scent of their maresex. Oh, I love that! the little purple mare thought. But—

Too close!

They had to come together! They both knew it; they both wanted it to happen—

Before she knew it, Twilight’s arms had gripped her lover-mare’s thrusting haunches, and she pressed her lips in a tight hard circle around Rarity’s little nub. Her face was drenched with the white mare’s lusty wetness, but the only thought in her mind was the sweet convulsions and cries each lash of her tongue and nip of her teeth brought to the mare lying atop her, whose muzzle lay buried between her own shaking thighs—

Rarity suckled hard on Twilight’s clit, no longer capable of any subtlety as she raced her lover toward a climactic finish line. She sucked Twilight’s sweet swollen nub in between her well-trained lips and then expertly circled and dragged and brushed her experienced tongue and teeth across the enthusiastic little mare’s bundle of nerves, reveling in the flailing lash of her Sparkle-kitten’s tail and in her high-pitched little cries. Rarity felt Twilight’s lips and teeth grip desperately to her clit and with well-trained timing and a lusty lack of self control and complete luck, she managed to hold herself off until the two ponies at last mounted that final, wonderful, glorious peak together.

Twilight suckled on Rarity’s hard clit and ripped her tongue across it. Rarity thrust her tongue in and pulled out instantly to swirl around Twilight’s nub. They both convulsed at the same moment, thrusting hard into each other... Twilight pulled her tongue away and her lips and teeth sank upward into the underside of Rarity’s dock, and Rarity bit down and brushed her tongue across her little mare’s sweet swollen nub. And they cried out and shook and shuddered violently as they came, each lusty breath a muffled, high-pitched scream that vibrated against each other and filled their world.

Neither mare would let go as they brought each other to a wonderful, glorious, blinding orgasm. Twilight, even in her delirium and quaking fits, moved up again to suckle and cry against Rarity’s tail, and Rarity’s tongue never stopped circling and whipping across Twilight’s lips and clit. The two mares held each other tightly and with intense love as they climaxed together, shaking and thumping hard against each other’s bodies, filling the room with cries of lust and shaking the little bed until they were both thoroughly quivering and quaking and...

And finally they lay spent against each other, gasping and trying to regain their breath, leaning their heads against each other’s thighs and immersed in the scent of each other as they came down from their glorious shared high.

Rarity lifted her still-tingling body and turned around, to finally flop down against her harshly-breathing lover. Without a thought or pause she engulfed Twilight’s mouth in hers, pressing her lips in a gasping kiss that said I own you, even if only for this brief second. Twilight mewled sweetly and gave in to Rarity’s kiss, content at that moment to let her lover win that final, last inch by default because Sweet Celestia she was that good and who gave a damn in Tartarus which pony kissed the strongest after a climax like that...

Twilight opened her beautiful amethyst eyes and looked into Rarity’s sweet cornflower gaze... And she knew there was never, ever any going back. Never. Even as wild and crazy as it would seem to anypony else who knew their story... she loved and treasured Rarity. She knew her better than a sister, better than her brother, better than any other pony alive. They were meant to be together. Call it fate or anything you wanted to, it was simply right.

“I love you, Rarity,” Twilight said quietly, and she smiled so sweetly and brought her arms up to hold Rarity in a long, tight hug.

Rarity lowered her lips tenderly to the little purple mare’s, and kissed her so softly as to almost question whether it had even happened. Almost. “I love you, too, Twilight Sparkle,” she said in a whisper, and Twilight glowed and kissed her back.

~ * ~

Sunlight streaming in through the skylight had drawn high up along the wall, marking the imminent end of the day. Luna’s night would begin to fill the sky, soon.

The two lovers lay resting on their sides together for a while in the fading light, wide awake and languidly stroking each other, quietly enjoying each other’s nearness.

Twilight’s thoughts drifted as she played idly with Rarity’s silky, straight mane. She looked up and saw Rarity’s blue eyes watching her with a look she knew very well now, and accepted and... desired. My Sparkle-kitten, the look said, and Twilight felt herself warm and smile again under Rarity’s gaze.

It had been an angry, confusing, frustrating, frightening day – at first – and yet somehow, because of this one unaccountably sweet and loving white pony, it had become... peaceful and happy, exciting and loving... Twilight looked down for a moment, eying Rarity’s new cutie mark, and the answer she’d already known resurfaced. The love she felt now was partly there, in the Rainbow Dash she missed so much, but it was also in the heart of another friend who’s soul was inexplicably tied to Rainbow.

“What are you thinking about, Sparkle-kitten?” Rarity said, her voice soft low. She leaned in as Twilight’s eyes met hers again, and gave the purple mare a quick, sweet kiss.

“Oh,” Twilight began, and her eyes turned up as if recalling a memory. She purred and smiled a little. “I guess was just kind of wondering, well... what we were going to do next, I think.”

“Ah. I do have some ideas, of course. But I was thinking that perhaps we should take a short break and refresh ourselves a little before...” Rarity stalled, clearly searching for precisely the appropriate words to say.

“...before continuing to make love like two wildly sex-crazed ponies all day and night?” Twilight finished for her, laughing.
“Yes, that was it!” Rarity said, and joined in Twilight’s laughter. Her dark mane fell across her face as her laughter shook her, covering one bright eye. Twilight reached in and brushed it away and pushed it behind Rarity’s ear.

The little lavender unicorn hummed happily and shimmied up a little closer to Rarity. Their bellies pressed together, and Rarity automatically brought her thigh up to rest over Twilight’s. Twilight wrapped her tail over and around Rarity’s and then gently pulled their hind quarters a little closer and tighter together. She pulled her white mare tightly into her arms and kissed her warmly, sharing her tongue for a teasing few seconds before pulling away, grinning.

“So, tell me about it!” A playful, expectant smile lit her lips, and Rarity shook her head in mock surprise.

“My lovely, dear Twilight! I swear, I truly should start calling you Sparkle-tiger—”

“Don’t even think about it!” Twilight growled playfully. “Kitten!”

“—and quite suddenly I have developed second thoughts about that...”

“Yes, I thought so,” Twilight said with a playful giggle. She paused for a moment as Rarity seemed to lose herself in thought again. She stroked a hoof lightly down the pony’s side and down to her flank, playing idle circles around the lightning bolt cutie mark on her field of soft white. “So Rarity, you were saying...?”

“Oh yes. I’m unsure how to begin, Twilight,” the white unicorn replied. “I don’t want to over-explain it, but... well... The best way I can explain is to imagine yourself tied to the bed—”

Twilight’s eyes shot up.

“I think I can imagine that pretty well now, Rarity.” Twilight smiled impishly.

“Oh?” Rarity said with a confused look.

Twilight smirked and lifted an eyebrow at Rarity; Really? She nodded her horn at Rarity and softly patted at the back of her lover’s curvy flank until Rarity’s expression finally changed.

“Oh, dear, yes of course,” Rarity said, her face coloring. “Twilight, you haven’t ceased to amaze me today. Perhaps we should explore a few more new... options that I felt you might not be quite accepting of.”

“I think I’d like that, Rarity.” She drew her hoof in a soft line back along her lover’s white barrel, slowly teasing up her slender neck and brushing tenderly against Rarity’s cheek.

“That feels quite nice, by the way.” Rarity closed her eyes, giving a little purr as she leaned into Twilight’s touch. “So, hmmm... where was I?” she said.

“You were tying me to the bed, Rarity,” Twilight whispered, her voice husky. “Again...”

Her horn lit up, and then her hoof glowed with a thin aura of pale lavender. Twilight’s eyes followed her hoof upward as she reached up and caressed Rarity’s horn. A satisfied smile spread on her lips as she watched Rarity’s intense reaction.

“Oh, Twilight!” Rarity squeaked. “Oh my! Not... n-not right now, love.” With obvious reluctance, Rarity carefully pushed Twilight’s hoof away, and the young mage’s field dissolved. “I’m sorry, but I am quite... sensitive right now,” she said, “and a bit distracted, I suppose.” She pulled Twilight close and kissed her pouting lips.

“Twilight, I have another idea. It’s a bit of a game, something of a mental challenge. And yet, it is...” Rarity licked her lips unconsciously and then bit her tongue with a little laugh when she realized it. Her smile turned sultry. “It is highly erotic for both ponies. But I think instead of telling you, I would rather let it be... something of a surprise.”

Twilight clicked her tongue and thumped her dark tail impatiently against the bed, trying and failing to hide her disappointment. But as she thought about it, she realized that she really was very thirsty, and they did have all night...

“Okay,” she said with a sigh and beginning to stand, “let’s go ahead and get up. We could probably both use a breather.” Twilight squeaked and laughed as Rarity quickly rolled on top of her and pushed her arms above her head and into the bed.

“Change your mind so soon, Rarity?” Twilight smirked. “I’m really not complaining—”

“Shhhhhh...” Rarity’s lips breathed close to Twilight’s ear. “Don’t move. And don’t say anything; not a word, not a sound.” She pulled back and pressed her lips to Twilight’s in a long, hot kiss. Twilight hummed happily and tried to pull her arms down to wrap around the white pony, but she groaned with frustration as Rarity pressed her body into Twilight and held her hooves even harder to the bed.

“Shhhhhhhhhh...” she repeated, kissing Twilight’s ear. “Don’t move, sweetheart.” She kissed Twilight’s neck, slowly, drawing her lips up onto the lavender pony’s cheek, and after a sweet little mewl of desire escaped Twilight’s lips, she finally kissed Twilight fully, drawing in her passionate breath and holding her hooves down to the bed as they struggled against her.

She pulled her lips from Twilight’s and smiled hotly. Leaning forward, she purred into Twilight’s ear with a silky, excited voice.

“Meet me in the kitchen, my sweet Sparkle-kitten. When you’re ready.”

~ Flash! ~

“Rarity!” Twilight shouted as the weight of a warm, lovely, horrible marshmallow pony disappeared. “‘Sensitive’, my purple flanks!”

Twilight groaned. She was seriously turned on, soaking wet, and the base of her horn tingled, damn it!

She thought about sweet revenge as she tried to use her magic, and failed.

“I’m gonna have to walk, now, aren’t I?” She sighed, and slowly rolled out of the bed.

~ * ~

Twilight soon stood in the doorway and glared at Rarity past the tall glasses of golden liquid standing on the kitchen table.

“It’s only apple cider, Twilight,” Rarity said calmly from her chair. She smiled. “Although I might have added a bit of an aphrodisiac—”

“—which I’ll certainly need after that long, cold walk to the kitchen,” Twilight snarked.

Rarity pouted spectacularly, but she still had the grace to look guilty. Her ears drooped sadly. “Oh Twilight, I was merely playing with you! Please don’t be upset with me.”

Twilight walked slowly to the table in silence, returning Rarity’s pout with a peeved look, and she pulled out a low chair and sat down. Her gaze moved from Rarity’s concerned face to the glass before her, and her nostrils widened with a heavy sniff. She took the glass into her hoof and pulled it close, sniffing at it suspiciously.

“An aphrodisiac, huh? Kind of late in the day for that, don’t you think?” she asked. Her tail swished. She breathed in the sweet smell of the juice again, trying to hide her growing fascination with it as she met Rarity’s eyes. “You know, I’d much rather have a kiss.”

Rarity’s eyelids lowered seductively. “Well of course you may have both, if you want, kitten,” she said with a little heat in her voice.

The lavender mare harrumphed, lifted the glass, and sipped. And in a moment she began to drink, and drink... Rarity’s eyes widened as Twilight gulped and drank down the entire glass and finally finished it with a loud gasp for air. Her head raised and her eyes closed as her hoof fumbled to set the glass in a tight wobble onto the table.

“Wow,” Twilight sighed, “what did you put in that, Rarity?” When she finally opened her eyes, she saw that the empty glass had disappeared and Rarity was pushing the other full one toward her.

“It’s only apple cider, love. Drink the other glass – you need it.”

This time Twilight simply took the glass in hoof and drank, though a little more slowly. After a few audible gulps, she stopped half way through to take a breath.

“Fruit-sugar and water,” Twilight stated in a matter-of-fact tone, staring into the half-full glass. “I’m dehydrated. And hungry. You knew.” She looked at Rarity for a moment and then began to drain the rest of the glass.

“Of course I knew, my sweet pony,” Rarity said as Twilight drained the rest of her juice. “I’ve come to know the signs over time, both as a weather pony,” and she pointed a hoof at her own chest as Twilight’s watched her, “and as a... sexy pony.” Her eyebrows waggled in an expression so unlike the Rarity she had known before that Twilight had to laugh.

Twilight stepped out of her chair, feeling miraculously energized, and sauntered over to Rarity. With a seductive smile, she inserted herself between Rarity and the table, and then slowly climbed into Rarity’s lap, wrapping her hooves around the white pony’s neck.

“You are a very, very sexy pony, Rarity.” Her voice was warm and sultry and uninhibited as she kissed enthusiastically around the base of Rarity’s horn. The white pony groaned and held Twilight tightly. “And I’m almost positive you put something in that juice.”

Before Rarity could shake her head to deny it, Twilight leaned forward and nibbled playfully on Rarity’s ear, then she whispered into it.

“Meet me on the kitchen stairs, lover.”

~ Flash! ~

“Twilight!”

Rarity groaned for a moment, wet and excited and suddenly laughing. She got up on shaky legs, wondering how in the world Twilight had ever become such a different pony than she had known before. But she didn’t care. She loved Twilight, and she especially loved what she saw in Twilight right now.

She trotted haltingly to the stairs leading up to the foyer...

~ * ~

...to find Twilight Sparkle – her sweet Sparkle-kitten – pointing up toward the top of the stairs, looking back with a smirk and snapping her tail back and forth in the enclosed space. Her straight, racing-striped tail had already swept the intense scent of her arousal down the stairs, and the smell of it began to draw Rarity slowly up toward her.

“Twilight...” Rarity said as she slowly stepped up toward the other mare. Twilight pulled her tail to the side and held it there, fully exposing her ready, wet sex to Rarity.

“You know, Rarity,” Twilight said with mock sternness, “it’s pretty damned rude to stare at another mare’s ‘treasures’, no matter how sexy she is. Though I do understand; I have it on pretty good authority that I’m the sexiest mare in Ponyville.”

The white unicorn suppressed a laugh as she stepped closer to her lover. At last she neared Twilight, her muzzle just inches from the sweet little mare’s exposed sex, and she breathed in deeply.

“Twilight, you smell heavenly. And you are quite right: I am being very rude, and you should know that I simply don’t give a damn when I say that I absolutely love staring at your treasures.” She swallowed thickly as Twilight grinned and swung her tail over Rarity’s head, and her senses were almost overwhelmed by a fresh haze of Twilight’s pheromones. “I’m going to give you that kiss you wanted, now, Twilight.”

Rarity leaned forward slowly, watching Twilight’s face, and then she closed her eyes and stuck out her tongue. She sensed the breeze over her face from Twilight’s tail, the growing scent of her sex, the sound of her lover’s wet lips winking. She prepared to taste her lover again... and then almost fell over as Twilight disappeared. Again.

In an instant, the young mage flashed in behind Rarity, ready to bite into her firm white rump. But on impulse she stuck her broad, warm tongue out and lapped thickly over the white mare’s swollen clit, deep between her pink wet lips, to caress far up to the underside of her tail. Then with a playful little nip at Rarity’s dock, she quickly flashed away again.

“Twilight!!” Rarity groaned. “Now that was just unfair!” She snorted as she heard the lavender prankster’s triumphant laughter from the foyer, and with a growl she launched herself up the stairs and into the room. Twilight Sparkle was licking her lips, and smiled broadly as Rarity suddenly appeared in the foyer, landing on the thick rug like a predator launching forward to feast on its prey.

With a little laugh in her throat, Twilight quickly moved forward, and caught Rarity in a surprise kiss, lifting her forelegs up and wrapping them around the white unicorn’s neck. She hummed happily as she pushed her tongue between Rarity’s lips.

“Did you enjoy my kiss, Rarity?” Twilight said. Her voice went low as she watched Rarity’s quick surprise turn her hot again. “I love how you taste...”

Rarity cut her off with a hungry press of her lips, and as Twilight dropped her hooves to the rug, Rarity lifted one of hers and began pulling the little mage downward. Twilight’s eyes opened wide with concern.

“Um... Rarity...” Twilight said, excited and nervous. The white pony smiled and gently pushed her down, locking their lips together, and Twilight sighed and took her lead. In a moment Rarity had rolled the two of them over and lay atop Twilight, kissing her tenderly, passionately... When she finally pulled her lips from Twilight’s, she could see a coloring of unease in her eyes.

Twilight spoke again in a small voice between her heavy, excited breaths, as her eyes darted about the small entry to their library home. “Here, Rarity?”

The white unicorn resting lightly on Twilight’s belly laughed in her throat and kissed her lover sweetly.

“I’m afraid the kitchen is too crowded for us, Twilight.” Rarity laughed again and tried to kiss Twilight, but she was gently held back by a nervous hoof.

“You – you know what I mean. What if... well... you know – what if somepony comes home?”

“You mean someone, don’t you, Sparkle-kitten?” Rarity said, her voice a little husky at the thought. “If our lovely stallion is lucky enough to see us together tonight, then perhaps we'll give him a show to enjoy!” Rarity’s voice dropped lower and more sultry as Twilight’s eyes widened. “Or maybe he can take me from behind while I make love to you, Twilight!” She kissed the young mage’s throat and softly nibbled along her neck. “Doesn’t that excite you?”

“Y–yes...”

Twilight’s voice had become very quiet and nervous, indeed.

“It excites me too, Twilight, ” Rarity soothed, as she kissed along the side of the mare’s muzzle. “But right now it’s just the two of us. Are you ready to play our little game, lover?”

Twilight was starting to feel uncertain. Perhaps it was time to call it quits, perhaps she'd had enough fun for one night, perhaps it was time to put in a few last hours of study, finish the last few chapters of that cutie mark book she'd been reading...

“Um... yeah... okay...” She found herself saying, as she looked into Rarity's loving eyes.

Chuckling happily in her throat, Rarity kissed her lovely mare for a moment. “Then we’ll start. The game, my love, is for you to say and do nothing... while I please you.” She slowly pushed Twilight’s arms down to the rug and gently held them there at her sides, but Twilight shrugged her white hooves off and wrapped them back around Rarity. Her eyes opened wide.

“You mean...?”

“I mean that no matter what, Twilight, you must say nothing at all.” She kissed the little mare’s face. “And don’t move, sweetheart, not even your tail. I promise that you will enjoy this – we both will,” she said, breathing into the mare’s ear. “I will take care of you. Are you ready?”

Twilight’s eyes were a little wild as she nodded.

“Put your arms down, love.” With a little groan of dismay, Twilight released Rarity and rested her arms back down on the rug again.

“Very good,” Rarity purred softly. “Now remember; no moving, no touching, and no talking.”

~ * ~

Rarity kissed Twilight’s lips one last time, and allowed her gorgeous, sweet, sexy student to kiss her back, and she reveled in her response as she held herself in check. Her job now was to turn them both on as much as possible, to tease and thrill her mare until she couldn’t stand it any longer. She was worried that she would fail long before Twilight; she’d never felt this excited by her sweet little mare before, and she tried to calm herself and hide it...

...even as she kissed Twilight’s cheek, and her slender neck, and brushed her lips softly to that sweet spot little behind that flicking purple ear while she climbed onto Twilight and slid herself down between the lavender unicorn’s legs. She pressed her lover down into the foyer rug and felt her groan of lust resonate through them.

It was maddening, a terrible restraint for both ponies; Rarity wanted to kiss Twilight so much that she could almost taste herself again on her lover’s lips, could almost feel that exciting tongue dividing her mare lips in the dark stairway and then pressing hotly into her mouth with the scent and taste of her own excitement. Twilight turned her on immensely, and sometimes it was all she could do to not ravish her sweet little mare and grind her into the bed until she screamed out Rarity’s name over and over. Ohhhh fucking stars...

But at this moment... it truly was all for Twilight. Rarity kissed her lover’s body, swept her lips and hooves and mane lightly over that soft fur – wasn’t it the softest she’d ever felt? – over her neck and her chest... She slid further down the Twilight’s body, her stomach and barrel caressing against her, and she drew long curved lines of kisses at the inside of her lavender thighs...

Twilight squeaked and panted, a sexy little sound full of angst and need that sent another thrill through Rarity.

“Oh, Rarity, please! I can’t—”

“Shhhh, Twilight; no words, love!” she whispered. “And put your hooves, down, sweetheart,” she admonished as she felt a telltale of guilt; she longed to wrap her own arms around her lover and bring her to a climax more intense than any she’d ever experienced.

But Twilight’s eyes, her voice and her shivering, quaking body told Rarity that she needn’t worry; as much as Twilight suffered from holding back, she had gained twice as much in the fiery touch of Rarity’s body and hooves and lips drawing such intense pleasure out of her.

It burned Rarity, touched her in places she’d practically given up on, to experience with Twilight things that the mare had always refused in the past as ‘too adventurous’ or simply not tried because it ‘makes me nervous’. Today Twilight had been different, exciting and willing. Wonderfully passionate.

And oh sweet Celestia; horn play! Despite her calm self-control, Rarity felt her sex dripping with excitement all over again at the thought. Twilight had never allowed Rarity to even suggest horn play more than once. But today... perhaps the tension, the need for relief had been too much for her, and she had suddenly sought new avenues of release in a lover whom she trusted almost above all else. It brightened Rarity, lit her up and turned her on, remembering the feel of Twilight inside her...

And so here she was, kissing Twilight’s chest, caressing the inside of her forelegs, spreading her lover’s thighs gently so she could slide down – slowly, oh so slowly – between them, barely letting the hairs of her barrel touch on the little unicorn’s soft underbelly. The tender nip of her teeth touched against those most sensitive places... She carefully tortured Twilight with pleasure, alternately biting and then wrapping her lips around those hard little nipples, and lashing her tongue against them.

She released Twilight’s nipple and with agonizing slowness she laid soft kisses against either side of her lover’s clitoris.

For several long minutes she continually teased Twilight, drawing her tongue over and over with feather-lightness up the wet crevice of Twilight’s sex, to come within a hair’s-breadth of lapping against that hot little nub and only to draw away. She opened her lips and pressed and slid the hot O of it around her clit, but never touched it, never allowed Twilight her release.

Twilight shook and sweated heavily with the effort to restrain herself, but the strain was growing too much. Her hooves brought themselves to Rarity’s head and tried to pull her closer. She groaned loudly and began to cry out.

“Oh Rarity! Please, I can’t take it anymore—”

“Shhhh, Twilight, yes you can,” Rarity whispered. “Don’t move.” She brought her arms up and pressed Twilight’s back down to the rug. The young mage whimpered and whined plaintively...

Rarity lashed her tongue over Twilight’s clit, and the mare opened her mouth wide and groaned and lifted her sex up at her lover.

Outwardly Rarity was the perfect picture of calm, her face serene and loving and infinitely self-confident. But she fought against her impulse to give in to the agony of that little whine of self-imposed suffering growing in her lover’s throat. It became an addiction for her, hearing Twilight’s sweet little mewls of lust and her outright, unrestrained cries of pleasure-in-agony as Rarity pulled that hard little nub between her lips and teeth again and lapped and suckled on it hotly, joyfully. She hummed in time with Twilight’s muted cries as she held her lover’s arms down and her tongue lashed over that hard little button and she felt the mare’s sex flutter against her lips and tongue.

But she never once let herself give Twilight her release.

She was so intent on pleasuring Twilight, so immersed in her lover’s pleasure, that she almost missed it; Lero’s voice was coming through the door, just outside! He was talking to somepony, but she could only hear meaningless snatches of conversation, whoever it was...

"After... how can... squeeze? You were all...! .........blown out the door!”

"NO!" Her prince exclaimed. "....My own thoughts!....."

"Interesting. Truly interesting. ......automatically......"

None of it made a jot of sense, and probably wasn't interesting to begin with!

Rarity looked up as Twilight stiffened; she’d heard him, too. Angst was written on her face, so Rarity did the only thing she knew would work; she brought her mouth back down and suckled Twilight’s wet nub in between her lips and vibrated her tongue against it. The little unicorn’s head fell back and she cried out and squeezed her thighs against Rarity’s head, convulsing with each harsh lap of the white mare’s tongue. Rarity knew she was close, and a plan formed in her head. The white pony stopped, pushing her lover’s thighs apart, and began to crawl up onto Twilight...

“No!” Twilight gasped.

With Lero back, the lavender unicorn felt like she was suddenly back in a nightmare all over again as Rarity laid herself down atop Twilight’s sweat-soaked body. She gasped again as she felt Rarity’s hot wet maresex push into hers, grinding a little.

“Our stallion is home, Twilight,” Rarity moaned in the mage’s ear. She pressed her hips down, sliding her sex against Twilight’s with a slowness that left her almost aching. “Any second he’ll walk in and see us lying here.”

It occurred to Twilight that she had only just met this swapped version of Rarity just a single night ago, in that hospital in Bramblewood Town. What was it she'd told herself? That she knew Rarity better than a sister, better than her brother, better than any other pony alive?

Had it even been a full twenty-four hours?

Rarity pressed down on Twilight again, moving her hips in little circles.

Words and shouts were trying to burst forth from Twilight, and her tail began twitching on it’s own, uncontrollable. More than Rarity’s admonitions, she was desperate now for Lero not to hear her, and she clamped her mouth shut and struggled with her impulses as Rarity relentlessly drove her almost insane with physical need. She wanted to teleport herself and Rarity away, she didn't want Lero to see her! Not like this! Not right in the middle of her foyer!

It almost felt like a sick joke... the kind of backstabbing that an especially cruel and catty bully girl would pull on her unsuspecting victim, after weeks of feigning friendship. But when she looked into Rarity's eyes, all she could see was the heartfelt affection of a true soulmate.

“He’s watching us, now, Twilight,” Rarity whispered hotly in Twilight’s ear. “Are you ready for me, lover?” Her hips circled and pressed harder into the little mare.

Twilight groaned and panted and looked back at Rarity with eyes wide and painfully intense. She felt so tired, dirty, and weak. And Rarity looked so clean. So faultless. So angelic. And powerful. Twilight hardly had the power to utter a broken syllable.

“Ohhhhh! Ruh... Rah... Rare...” Then Rarity crushed into her again and she closed her eyes and fought to hold her desperate sounds in. Rarity brought a up hoof to her chin and spoke to her, but she couldn’t even hear the words. Twilight’s tail twitched and shivered as Rarity spun her hips in small circles, sliding their drenched sex together.

She could feel Lero's eyes upon her, even if she couldn't see what expression her human wore. She was still very tempted to teleport her and Rarity away, even though it was too late to hide what she'd done!

But then she looked into Rarity's eyes again, and decided: no. She'd done what she'd done this night in the spirit of love and consideration for both Rainbow Dash and Rarity. Even if everything else were to blow up in her face, she'd do the one unquestionably right thing, and stand behind what she'd done. Not hide like a guilty coward.

So when their tails somehow became entangled, and she could feel Rarity pulling their hips even tighter together, Twilight Sparkle gripped onto her lover’s tail and pulled the white mare hard into her. Rarity lifted up a little and sat across Twilight’s body, the new, intense wet pressure driving their sex harder together. Her hooves came up and held Twilight’s face tenderly, and this time she heard her words and knew that Rarity was about to fulfill her promise.

“You mean so much to me, my sweet enchantress,” Rarity said softly, kissing her lover’s face. With tenderness and adoration in her eyes, she began to rain slow, passionate kisses over Twilight’s muzzle and cheeks and ears, pausing with each word of love. “You’re so kind... brave... precious... adorable... devoted... scholarly... hardworking ...and beautiful.”

Beautiful. Rarity pressed her lips at last into Twilight’s, slipping her tongue into her mouth. Twilight’s throaty little cries rose up.

She gave herself over to the heat of the moment once more, mewling hotly and driving her tongue into Rarity’s mouth, playing tongue against tongue.

The two lovers' horns began to glow with pale light, and the two mares gasped into each other’s mouths as their horns touched again and again, sending colored sparks of magic flying with each press and sway of Rarity’s hips into Twilight.
The white pony ended their kiss, and before Twilight could protest, she gently wrapped her lips around the tip of the unicorn’s horn and took it deep into her mouth. Her lover groaned and twitched and bucked against her as she pressed her mouth downward, engulfing her horn and pressing her lips against the soft fur and mane at it’s base. Her tongue swirled around it, and Twilight’s body jerked sharply at the intensity.

Rarity pulled back and watched as Twilight’s horn glowed brighter and brighter, a star of light brightening the tip. She quickly drew the tip between her lips again, swirling her tongue around it, and crushed her body into Twilight’s. The little mare convulsed and cried out, thumping up at Rarity as the weatherpony sucked at her horn.

A muted whine of pleasure began to escape Rarity’s throat, and a burst of bright colors flew from her horn as she came, painting the floor and showering Twilight’s scattered mane.

Twilight screamed and convulsed sharply as the shock of her orgasm ripped through her. Distantly she felt Rarity’s body sliding against hers, their sopping maresex’ grinding together, Rarity’s lips and tongue dragging intense pulses of pleasure from her sensitive horn. Her entire body was on fire and she nearly passed out from the intensity. After what seemed like ages, her head finally began to clear as she lay beneath her white mare lover, gasping and shaking. She opened her eyes to see Rarity smiling and swallowing little whisps of smoke.

Twilight’s head and legs all dropped to the floor, exhausted and relieved. She turned her head and finally saw Lero out of the corner of her eye – just as Rarity said he was – standing by the open door with a mix of emotions written on his face; shock, surprise, disbelief... but it was the look of disappointment, of betrayal that hurt her most and brought all the guilt back.

You faithless cheater. She could read it quite clearly in his eyes.

Twilight Sparkle found herself wishing that Lero had stayed at home with her; had not gone out with his bag of Rainbow Dash's old things. Would he have somehow found a way to stop Rarity's advances without hurting her feelings? Lero could be amazingly resourceful, at times. Or would he, too, have joined in the lovemaking? Especially after seeing how delicate Rainbow Dash's heart was within Rarity?

...How delicate both Rarity AND Rainbow Dash's hearts were...

Either way, they were in for a LONG talk tonight.

Rarity leaned down and kissed her ear tenderly. “I love you so much, Twilight,” she whispered.

Twilight reached up with a rubbery arm and pulled Rarity close. In spite of everything, a faint smile curled at her lips. “I... I’m very glad you love me, Rarity.”

~ * ~

Author's Note

Hope you all enjoyed it!

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