Ponyville Library
9:30 PM

Twilight Sparkle let out a breath as she again went over the written details of the spell, a slight flush to her cheeks as she considered the implications. This spell, recently created by specialists in Canterlot, could revolutionize the way certain “private activities” were done, adding a whole new dimension to how ponies could enjoy themselves behind closed doors. And she had been among a few ponies that the developers, accessing census data, deemed magically skilled enough to be selected to field-test it! …Though really, why they selected a bookish, introverted, 19-year-old virgin to test something like this was beyond her.

She was interrupted by a knock on the door. As Spike was away in Canterlot for a few days, she had to get the door herself. The door opened to reveal her fabulous fashionista friend.

“Rarity? What brings you here? …Actually, this is perfect timing. Come in, come in!”

“Well, I wanted to see if I could borrow a few books on Far-East fashion” Rarity replied. “What do you mean by ‘perfect timing’, Twilight?”

“Well, y’see, a research & development team up in Canterlot recently finished development on a new spell, and I’m one of a hoof-full of unicorns selected to field-test it. They’ve already worked all the bugs out, and it’s actually not that difficult to cast… for me, at least. I… kinda need another pony to test it on, though; I can’t cast it on myself.”

“And you were wondering if I would help you” Rarity surmised. “Well… as long as it’s not dangerous.”

“Oh no, it’s definitely not. And it’s not technically permanent, either.”

“Well… All right. So what exactly is this spell?”

“It’s, uh…” Twilight blushed and averted her eyes, starting to fumble over her words. “Well, it’s a spell f-for… allowing ponies a new way to, erm… enjoy themselves in private. It… gives a mare a… p-penis.”

Silence.

“…Beg pardon?”

“It f-forms a fully-functional penis from the genital area, just above the vagina. No testicles are created; the s-semen is generated magically, and tests indicate a rather… g-generous volume of it with each ejaculation, regardless of frequency. There’s no sperm in it, though; gametes are just far too complicated for magic to artificially create, for now. And it’s magically calibrated to ensure s-synchronized orgasm; during intercourse, the pony with the... extra appendage can’t climax until their partner does. The spell lasts until the caster dispels it, or it dispels automatically once the pony it’s used on falls asleep. Until one of those two is done, though, it has a theoretically unlimited supply. It’s m-meant to be the newest thing in the oft-neglected field of sexual magic, once field-testing can prove it works. Furthermore, if a non-unicorn, or a unicorn with insufficient skill, wants to experience it, they could pay someone to cast it for them.”

“A-And you’d like to… test it on me…” Rarity said, her face flushing.

“W-Well… You are one of the ponies I trust the most. A-And you’re here right now…”

“And you’re certain it’s, ah… not permanent?”

“Of course. It goes away by my counter-spell or upon you falling asleep. And if I don’t do it perfectly, if I make a mistake, the spell will just fizzle; nothing will happen to you at all.”

Rarity sat there, deep in thought. Finally, she spoke up.

“A-Alright, Twilight. I’ll do it.”

Twilight smiled. “Thank you, Rarity. This means a lot to me. Let me just get the details of the spell handy…” She levitated one of the papers over, looking over it quickly but carefully. Satisfied that she knew everything she needed to, she took a deep breath and concentrated her magic.

“Here goes nothing” she said.

Rarity closed her eyes, and shortly afterwards she felt Twilight’s magical energy enveloping her. It was pleasantly warm – rather comforting, actually. She felt it concentrating in/on her lower body, focusing more and more by the second. There was a burst of light and magic, and a sudden surge of unfamiliar pleasure.

When she opened her eyes and looked down, there it was: a perfectly-formed penis, standing erect and proud between her legs. It was a fairly good size, too – slightly towards the upper end of ‘average’ in length. She cautiously reached a forehoof down and gently touched it, and then let out a gasp and a shiver at the resulting sensation.

“It worked!” Twilight said, eyeing Rarity’s new appendage. “It most certainly worked…”

Rarity felt her blush deepen a little as her close friend stared intently at her package, looking at it with a blush of her own and almost-hypnotic awe. Without being aware of herself, Twilight slowly reached out toward it. But she caught herself before she could make contact, shaking the cobwebs out of her mind.

“U-Um, Rarity?” she said. “We should… test to see if it’s working right. Y’know… J-Just to be sure.”

“How would we… do that?” Rarity asked uncertainly.

In response, Twilight reaches out again, this time making contact. Rarity lets out a sharp gasp, and then a shudder as Twilight softly, slowly strokes her forehoof up & down on the new part. Despite the… uniqueness of the situation, Rarity didn’t say anything, partly out of curiosity and partly because it felt rather nice and she didn’t really want it to stop just yet. Her eyes started to drift closed, a small deep moan issuing from her throat. After a few seconds, she felt little hot breaths upon her new appendage.

“L-Let’s see if I can remember this right from that magazine I read…” she heard Twilight whisper.

Then Rarity let out a sharp gasp, eyes shooting open and a shiver racing up her spine, as she felt something small and hot and wet flick against the head of the penis. Then she let out a surprised moan as a long, slow lick made its way up the underside. The sensation was new and incredible. She looked down, and saw Twilight with a slightly glazed look in her eyes and a steady blush on her face as she licked again, this time faster and harder.

“T-Twilight, what’re y-Oh my word, this is… Ooh~…”

“D…. Do you want me to stop?” Twilight asked.

Rarity frantically shook her head ‘no’. She reached a forehoof out and softly ‘petted’ Twilight’s head. This was all the encouragement Twilight needed.

Rarity stiffened as Twilight’s tongue ran all the way up the shaft, and then the young librarian took the head into her mouth and sucked lightly while running her tongue over it. Rarity let out a short, sharp squeal and her back arched, and then a long, shuddering moan as Twilight slid her lips down it, taking it into her mouth. She stopped about three-fourths of the way down, suckling and licking while holding it in her mouth. Rarity made a content sigh, stroking Twilight’s mane and face.

Twilight slid her way up, allowing the penis to slide out of her mouth until just the head was in. Then she plunged back down, taking it back in. Rarity yelped from the sudden surge of new pleasure. Twilight began repeating this motion, gradually speeding up until she found her pace, taking it in & out while licking and sucking it.

“O-Oh, yes~…” Rarity whispered, eyes fluttering closed. “D-Don’t stop f-for anything, Twili-Aahn!”

Twilight was enjoying it as well. The feel of the hot, thick, hard yet soft thing in her mouth, sliding in & out past her lips, pulsing and twitching, was amazing. Dimly she was aware of wetness between her own hind legs, but she was almost completely focused on the task her mouth was in the middle of. She let out her own soft moan as she started making her down-strokes a little deeper, also speeding up a little bit.

Rarity knew that climax wasn’t too far away. She could feel tension building inside her lower body, like a spring coiling ever tighter. Her gasps and pants were gradually becoming tighter, more frantic, and higher in pitch. Twilight was instinctively picking up on it, increasing the speed and depth of her mouth’s movements. Rarity wanted to warn her very (very) close friend about what was coming, but she couldn’t bring herself to speak coherently at the moment. Finally, it happened.

Rarity cried out sharply as powerful pulses of unfamiliar pleasure hit her. At the same time, Twilight felt a strange sense of happiness as spurt after spurt of something hot and thick shot into her mouth, coating her tongue and palate. The taste was like nothing she’d ever had before, but she actually kinda liked it, and she happily began swallowing it as it continued to come. She was dimly aware of Rarity continuing to let out gasps and moans as she came, hips and lower legs twitching with each spurt, fore-hooves gripping either side of Twilight’s head but not hard enough to cause pain.

It came to an end soon enough, tapering off with a few final, small spurts. Rarity collapsed back against the cushion she’d been sitting on, panting for breath. Twilight released the member from her mouth and sat, enjoying the warm feeling in her belly and throat.

“I’d say that means the spell worked” Twilight said.

“Goodness, Twilight” Rarity panted. “That was heavenly. And you say you’d never done that sort of thing before? You just… studied it in some book?”

“Actually, it was in a… women’s magazine” Twilight confessed with a blush.

Twilight leaned back on a cushion, and Rarity then smirked as she caught sight of her friend’s nether regions. “It looks like you enjoyed that, too” she teased.

“Y-Yeah…” Twilight blushed a little more. “I’m sorry. I’ll clean up before bed.”

“Of course, darling. You’ve surely got to ‘tend to yourself’ after this.”

Twilight looked at Rarity with an expression of puzzlement.

“You know…” Rarity continued. “Masturbation, darling?”

“Oh!” Twilight got it. “A-Actually, I’ve… never done that.”

“…What?”

“Well yeah, I’ve never really tried it. I mean, I wouldn’t even know where to begin, and I don’t really think I’d ever have the time to, and…”

“You’ve never pleasured yourself, and you’ve admitted to being a virgin. But then that means…”

Rarity’s eyes widened, and she then moved forward, placing a hoof on either of Twilight’s shoulders, looking her in the eye with a dead-serious expression.

“Twilight Sparkle…” she said. “Are you telling me that you have never, in your entire life, experienced an orgasm?”

“Um… Y-Yes…?”

“Not even during estrus?”

“No. When… that rolls around, I usually just… lock myself away and try to distract myself with my studies…”

“…You poor thing!” Rarity cried dramatically. “No wonder you’re always so tense and on-edge! You’ve never experienced the ultimate self-relaxation, and you’ve had years of pent-up sexual frustration seething within you… Goodness, and you don’t even truly know what you’ve been missing out on!”

“Rarity, it’s not that big a deal… is it?”

“Of course it is, darling! Everyone tends to themselves once in a while.”

“…Even Fluttershy?”

“Especially Fluttershy; the poor dear actually has a rather… healthy libido, but she’s too nervous to seek out a suitor, so she… Well, anyway, you really must have some ‘relief’ once in a while or you’ll end up a total wreck!”

“B-But I’m too nervous to… to try doing that with myself. And even more so when it comes to the idea of finding a… partner. Besides, who would want to do that sort of stuff with me, anyway?”

“Well… I wouldn’t mind.”

“Huh?”

“You did it for me” Rarity smiled as she softly stroked Twilight’s cheek. “It wouldn’t really be fair for me not to return the favor. I am the Element of Generosity, after all.”

“B-B-But Rarity, we’re… and I’m… and you’re… W-We’re friends…”

“We can provide ‘comfort’ to each other and still be friends, Twilight. It’s not that uncommon, actually.”

“Really?”

“Yes. And, to be honest, I… do find you rather cute. …Do you not find me attractive? Is that the problem?”

“No! You’re beautiful, Rarity! I’ve actually… c-caught myself staring at… certain parts of you once in a while… and at certain parts of the others, to be honest. …And at Big Macintosh and Time Turner a few times, admittedly… I do find you attractive and… sexy… I’m just… kinda super-nervous about the idea of…”

Rarity gave her slightly-younger friend a warm, comforting smile. “You don’t need to be” she said. “I can take very good care of you, Twilight, if you’ll let me. …Shall we head to your bedroom, darling?”

After a few seconds, Twilight nodded and got to her feet. She shakily made her way up the stairs, Rarity following right behind, feasting her eyes on Twilight’s slightly-skinny but still shapely rump, while also aware of her magically-gifted new body part still in place and stirring at the lovely sight. They made their way into Twilight’s bedroom, the curtains open so that moonlight bathed the room. Twilight hopped up onto her bed, Rarity following.

Before Twilight could say anything, Rarity moved right up to her, pressing their fronts together, and then it took Twilight a second to register that she was being kissed. She felt Rarity’s forelimbs going around her, one moving beneath her mane and resting on the back of her neck & head, the other going around her midsection, both holding her close as she received her first kiss. She let out a content sigh as her head was tilted back a little and the kiss was deepened. Then she let out a muffled squeak of surprise as she felt something hot and wet and mobile forcing its way past her lips and into her mouth. However, she very quickly came to enjoy the feeling of Rarity’s tongue plundering her mouth, and let out a moan as she tilted her head a little more, allowing better access. She shuddered in pleasure as the intruding tongue caressed and curled around her own, and she could feel Rarity’s magically-generated ‘extra part’ pressing against her belly.

After what felt like forever, the kiss ended, Rarity slowly pulling away from Twilight, her tongue leaving after her lips. Both were panting lightly for breath and from arousal, staring at each other with half-lidded eyes. Then, gently but insistently, Rarity pressed her forehooves against Twilight’s chest, pushing her back and down until she was lying on her back. For Rarity, the sight of Twilight on her back, looking up at her with flushed cheeks and half-open eyes, panting and squirming a bit, forelimbs folded up over her chest and rear legs spread, her mane fanned out beneath her, was both adorable and incredibly arousing. Composing herself, she reached down.

Twilight gasped, her eyes shooting wide open and her whole body tensing, as Rarity’s soft hoof slowly stroked a part of her body that had never been deliberately touched before. “Relax~…” Rarity cooed softly to her as she gently rubbed up and down. Twilight began letting out little whimpers and squeaking moans as unfamiliar but not-at-all-unpleasant sensations assailed her. After several seconds, Rarity pulled her hoof away, and Twilight an unhappy moan at the ceasing of the good feelings… and then a squeal as she felt them come back in earnest as her partner’s tongue did what the hoof had been doing.

Twilight was delicious. That was a conclusion that Rarity came to very quickly as she worked, licking up and down a few times before then making a few circular motions, which caused Twilight to let out more of her adorable moans. Twilight was in heaven; the sensations that Rarity’s tongue were causing were indescribable. Every lick, every press, every flick and shift, going in all directions, it was all so incredible. She felt as Rarity’s fore-hooves came up to grab hold of her hips, holding them in place and allowing her to focus more on her task. Then Rarity’s tongue pressed through her folds and into the opening of her vagina, and wiggled around a bit. Twilight made a noise that was somewhere between a moan and a scream, her back arching. She thought it couldn’t get any better than this.

And then Rarity shifted her focus to the clitoris.

The moment that Rarity focused her attention on that little nub, Twilight briefly forgot how to breathe, eyes and mouth wide open as the tip of Rarity’s tongue flicked and rubbed the most sensitive point of her body. Rarity then gave a long, slow, sensuous lick that circled Twilight’s clit, and Twilight let out a loud, wavering moan as the pleasure surged through her. After a few seconds, Rarity moved back down to Twilight’s lower lips, licking and sucking.

For the next minute or so, Rarity paid attention to the entirety of Twilight’s privates, giving near-constant stimulation to her vulva, vaginal entrance, and clitoris, never focusing on any one part for more than a few seconds. Twilight writhed and wriggled and whimpered and squeaked and moaned, her hips held in place by Rarity’s fore-hooves as the elder unicorn drew on every last bit of knowledge she’d gained from self-pleasure, erotic literature, and gossipy older friends on how to please a mare. Judging by the reactions she was getting, she was doing quite well.

“R-Rarityyy!” Twilight squealed. “S… Something’s c-coming…”

Rarity briefly stopped and smiled up at her friend. “That would be you in a moment, darling”. Then she got back to work.

Twilight squirmed in place, her moans gradually climbing the tonal register as she felt an ever-growing new kind of tension in her body, concentrated in her loins. Something big was coming, and she was both afraid of it and anxious for it to happen. Rarity, realizing that Twilight was almost at the peak, gave her one last little push by taking her clit between her lips and sucking.

Twilight’s whole body went stiff, her back arching as a long scream of ecstasy came from her mouth. Her eyes squeezed shut, her vision was filled with stars of color, as great waves of unimaginable pleasure crashed through her entire body, her hips shaking and her rear-hooves curling. Rarity continued to pleasure her through her climax, happily accepting the sudden increase in tasty fluids.

After what felt to Twilight like a glorious eternity, the waves ebbed and she came crashing back down to earth. She lay splayed out on her bed, panting and gasping, tiny ‘aftershocks’ still hitting her every few moments. She felt like she’d just run a 50-meter dash. And she loved every Celestia-blessed bit of it. When her eyes opened, she found Rarity straddling and standing over her.

“See?” the white unicorn said with a smile. “Don’t you feel better now?”

“Y-Yesss~…” Twilight replied with a huge grin on her face. “That was… Oh, wow…”

Rarity giggled. “Well, I can tell that you still have a fair amount of energy left, even after a climax of that strength. This is good, because… well, we do need to make up for lost time, so I have no intention of stopping after giving you just one or two orgasms tonight…”

Twilight’s eyes widened. “A-Another one? You wanna give me another one of those?” she asked with a hopeful tone.

“More than one, my dear. You need it, quite frankly. But how shall I do it, I wonder?”

She looked down at the magically-forged penis, still there, hard and ready to go.

“S-Should I use the counter-spell to get rid of it?” Twilight asked.

“Actually…” Rarity replied. “I was thinking of… using it for its intended purpose, if you know what I mean…”

Twilight blushed as she caught Rarity’s meaning. “Um… O-Okay” she said. “I wouldn’t mind that. …I’m kinda nervous, though; your tongue a few minutes ago is the first thing that I’ve ever had… inside me like that. I know it’s sort of weird for someone to be a virgin at my age…”

“Oh, not at all, sweetie” Rarity replied. “You’re only 19, darling; still young. All six of us are still virgins, actually. Pinkie and Rainbow are a year younger than you, Fluttershy’s the same age as you, I’m 20, Applejack just turned 21… Really, it’s not unusual for mares of our tender young ages to still be virgins. There’s nothing really wrong with not being so at our ages, but it’s not strange that we are, either.”

“I see… W-Well, in any case, I’m… not averse in the slightest to having you be my first, Rarity. I care for you, and I trust you.”

Rarity’s smile got a little bigger. “I’m very happy to hear that, Twilight.”

“…H-How were you so… good at what you did to me if you’re a virgin?”

“Finding out what feels good via self-pleasuring, reading plenty of erotic literature, and the occasional gossipy older customer.”

“Oh.”

Rarity positioned herself on her fore-hooves and knees over Twilight, looking down at her with a smile. Then, she moved her hips into position, feeling the tip of her member sliding along the short, luxuriously soft fur of Twilight’s abdomen and then her inner thigh, before making contact with something hot and wet; both girls gasped in pleasure. Rarity brought a forehoof up to softly caress Twilight’s cheek, and then she started to push herself in.

Yet again, Twilight felt unfamiliar, frightening, marvelous new pleasure. The big, hot, moving thing sliding past her sensitive lower lips and into her, stretching her inner walls, filling her, was far more potent – and wonderful – than she had ever imagined. Rarity, meanwhile, gasped and twitched and squeaked from the intense sensations of Twilight’s hot, soft, tight, wet passage enveloping her, being spread/stretched out by her magic-gifted member as she slowly but steadily pushed her way in. All the while, she kept her eyes open and focused on Twilight’s face as the girl moaned in incomparable pleasure from the sensations; the expression on Twilight’s face right now was one of the most beautiful Rarity had ever seen, in her opinion, enhancing the already-potent pleasure she was feeling while looking at it. Dimly, she briefly remembered reading about how some other non-pony species of this world had something called a ‘hymen’, and she pitied them; to have one’s First Time marred by pain sounded dreadful.

Finally, Rarity bottomed out; she was in all the way up to the hilt. Twilight’s virgin passage enveloped her entire dick in wondrous sensations; her eyes glazed over just a little for a few seconds as it briefly overwhelmed her. Twilight let out little moans in quick succession as she wrapped her forelimbs around Rarity’s shoulders, holding her close.

“S-So… incredible” she whimpered out. “It’s so big and hard… and hot… Inside me… f-filling me… In me s-so deep… I c-can feel it pulsing w-Ah~… with your heartbeat… R-Rarity… I…”

Rarity’s lips silenced any further words as she kissed Twilight deeply. While doing this, she slowly pulled out of Twilight, who whimpered at the sudden emptiness as the dick withdrew until just the head was inside; her walls tried in vain to keep hold of it as it slid out, providing another interesting sensation for Rarity. Then, she thrusted back in nearly all the way, the kiss being broken as both mares moaned aloud. She repeated the out-and-in motions, starting up a rhythm that began slow and soon sped up until she found a comfortable rate.

Twilight couldn’t believe the pleasure she was experiencing. Every thrust into her sent a shockwave of pleasure racing through her lower body. The feel of Rarity’s chest pressed against hers, the wonderfully soft fur brushing against her with each thrust Rarity made, added to it. Twilight was letting out a constant stream of gasps and squeaks and moans as the pleasure coursed through her. Rarity was making similar noises, though somewhat quieter, as she equally enjoyed the magnificent sensations that all this gave her. She felt as Twilight’s lower back arched and her hips shifted, changing the angle a little to give Rarity deeper and better access. She happily obliged, and the fact that each thrust now provided direct stimulation to Twilight’s clit meant that the younger mare’s sounds of pleasured delight increased a little in pitch and volume.

Eventually, Rarity felt that odd coiling-spring tension inside her loins again, this time feeling more powerful than earlier. It stopped increasing at a certain point, though, hovering at that moment close to the edge. It was maddening, almost; she needed to cum! She remembered that the spell was configured for synchronized orgasm, though, so she’d have to make Twilight cum before she could. With that in mind, and driven by the need for release, her thrusts became deeper and faster, increasing in frequency while bottoming out with each inward motion. This had a noticeable effect on Twilight, whose noises of pleasure began to steadily increase in volume and pitch; she was getting close, too. Seconds before it finally hit, Twilight’s forelimbs wrapped tightly around Rarity’s upper back, holding her as close as she could.

Twilight’s moans climbed in pitch very quickly as she approached her peak. Then, all the air in her lungs left in a long, loud scream of unforgettable ecstasy, as an orgasm even stronger than the previous one crashed through her, her entire body subjected to waves of pleasure so powerful that she twitched a little with each one. At the same time, she could hear Rarity let out her own cry of rapture, burying herself hilt-deep and holding there as she came hard. Somehow, simultaneous with the waves of full-body pleasure from her climax, Twilight could feel the powerful spurts of hot, thick cum being loosed deep in her pussy, filling her with even more amazing warmness; the feel of the spurts hitting her insides, the thick hotness, was so good that it spurred her own orgasm on, lengthening and strengthening it a little more.

Rarity could see stars. Her earlier orgasm with this magically-created cock, from Twilight’s oral servicing, was easily outshone by this one in strength, her entire body seeming to pulse with each long, forceful spurt of hot, thick cum that erupted from her tip. She had a most unladylike facial expression right now, tongue hanging out a little and eyes rolled slightly back, but she didn’t care about that at all. The rapid contractions of Twilight’s vagina acted to ‘milk’ her, helping to squeeze out what she gave, prolonging and strengthening her climax. She was also aware of her own vaginal walls clenching and releasing in time with each spurt, adding a little something extra to the pleasure.

Eventually, it came to its end. The last spurt of cum from Rarity’s dick accompanied the last big contraction of Twilight’s vagina, and the two then went limp, Rarity pulling out and then collapsing atop Twilight as the both of them panted for breath, reveling in the afterglow. Twilight moaned happily as Rarity trailed little kisses up and down her neck, while still feeling the marvelous warmth of her friend’s thick cum inside her, along with the faint ‘aftershocks’ of pleasure from her hoof-curling, bone-melting orgasm. After several seconds, however, Rarity’s kisses became a bit more forceful and energetic, bringing new pleasure as she suckled lightly on a spot just below Twilight’s jaw. Twilight looked Rarity in the face, seeing energy, mirth, and hunger in her eyes. A quick look below showed that the magic-gifted cock was already hardening again.

“It’s as you said, Twilight~” Rarity purred. “The spell allows as many climaxes as the user desires. What’s more, it seems to be giving me a very short recovery period, along with the stamina necessary to fully take advantage of it all. As I said, I have no intention of stopping after giving you just one or two orgasms. You’ve been missing out, so I need to… make up for lost time, as it were. And I can tell, looking in your eyes, that you’ve got plenty of fuel left to keep going as well. Now then, sweetheart…” She leaned in and flicked her tongue against Twilight’s ear, earning a whimpered moan from the other mare. “Let’s get ready for the next round~” she whispered.

The prospect of yet another of those wonderful things called orgasms aroused Twilight rather quickly, and she quickly and obediently followed Rarity’s ensuing command to sit up and scoot out of the way a little. A large pillow, enveloped in Rarity’s blue telekinetic aura, was floated up off the floor and laid on the bed. It was then folded in half, and Rarity directed Twilight to lay over it with her abdomen and hips atop it, propping her hips up. The other mare gently but insistently spread Twilight’s legs open and moved her tail to the side, revealing her ready loins. Twilight was already panting lightly from arousal and anticipation, wondering what Rarity had planned; the fact that this time she couldn’t see what her friend was doing, had no idea of what to expect or when, knowing that she could do anything to her, at any time, turned her on even more.

Twilight felt as Rarity climbed up on top of her, mounting her, wrapping her forelimbs around Twilight’s upper body while rubbing her cock along Twilight’s inner thighs. She sighed happily as Rarity nibbled on her ear… and then moaned loudly as the other mare slid inside her, going deep, accompanied by the beautiful sound of Rarity’s own quiet moan in her ears. It felt… different doing it from behind, compared to face-to-face; different, but no less wonderful. Rarity started thrusting in & out, finding her rhythm, and the bedroom was again filled with the gasps and moans of the two mares.

Twilight again allowed the bliss to wash over her, her lower body pleasures she never could’ve imagined before tonight. Suddenly, she felt as Rarity reached out with her teeth and grabbed hold of Twilight’s mane at the base of her skull. She gave a little tug… and Twilight squealed, eyes going wide, as a short but powerful pulse of pleasure radiated out through that spot. She pulled again, and both of them moaned aloud – Twilight from the pleasure that it gave her, and Rarity from Twilight’s pussy tightening a little, oh so briefly, at the moment she pulled.

“W-Wha… What was…” Twilight stammered out.

“Y-You didn’t know about it?” Rarity panted out as she kept thrusting. “It’s an e…erogenous z-zone that o-Ohh~… only mares have. It’s only se… Oh Twilight, you feel so good~! – s-sensitive when you’re al-already aroused, but when you are, well…”

She tugged on that spot again, and Twilight squealed happily.

“Ohhhh~… D-Don’t stop doing that, Rarity! Please, don’t stop!”

Rarity happily obliged, giving intermittent little tugs at Twilight’s mane at that one spot while continuing to thrust deep into her, delighting in the noises it got out of her. She gradually shifted her position and angle, to change things up, and then she hit a certain point inside the front-side of Twilight’s vagina in a certain way, causing Twilight to arch her back, eyes wide and jaw dropped, her breath catching in her throat. Rarity hit it again, and Twilight let out a scream of pleasure. She grinned.

“That’s your g-spot” she whispered in Twilight’s ears. “Another erogenous zone you didn’t know about, hm?”

She thrusted that way again while giving a tug to Twilight’s mane, and Twilight’s eyes rolled back in her head as the combination of stimulations briefly overwhelmed her. Rarity’s lips curled up in a smile as she panted and moaned while thrusting deep, hard, and fast in a way that brushed against or bumped Twilight’s g-spot with inward motion, all the while giving more little tugs and pulls on her mane at that one point at the base of her skull.

Twilight could barely think. The rapid waves of pleasure radiating out from two different parts of her body had her quivering as she gasped and moaned and squealed. The feel of Rarity’s warm, lean-muscled body on top of her, pressing her down into the bed, forelimbs wrapped around her, holding her close and in place; the feel of Rarity gripping her mane in her teeth and giving it little tugs, sending sparks of pleasure through Twilight’s head; the feel of the big, hot, hard cock thrusting deep and hard into her, stretching her inner walls, hitting her g-spot, occasionally brushing against her clit… She could feel her third orgasm of the night approaching, and judging by the changes in Rarity’s thrusts and vocalizations she was approaching hers as well. Rarity deepened her thrusts, her pelvis smacking against Twilight’s as she bottomed out over and over.

Twilight let out a moan that quickly rose into a scream as her climax hit. Her back arched, her entire body jerking and twitching as the powerful pulses of pleasure radiated through her. Rarity cried out as she came as well, her hips bucking slightly as she let loose deep inside Twilight, who could again feel the fantastic sensation of spurts of hot, thick cum coating and filling her insides accompanying her own climax.

When their orgasms finally faded, they both lay there, one draped over the other, both panting for breath and savoring each other’s warmth. Rarity peppered the back of Twilight’s neck with feather-light kisses, earning little pleased squeaks from Twilight. She pulled herself up and back, slipping out of Twilight and sitting on her haunches behind the girl. The area around Twilight’s pussy was soaked with juices, and her tail was off to the side, revealing the little pucker between it and her slit. After several seconds’ consideration, Rarity grinned as she decided how Twilight’s next orgasm would be brought about.

Twilight startled as she felt a sudden tingle, a small pulse of magic, in her backside, as unrecognized by her a spell cleansed the last 18 inches or so of her digestive tract of any waste material and harmful bacteria. Then, she gasped as she felt something hot and wet and slick circling and brushing against her sphincter, and she quickly figured out what it was.

“R-Rarity!” she squeaked. “D-Don’t lick there; it’s dirty!”

“No it isn’t, love” Rarity replied. “That little bit of magic I just used took care of that issue.”

Then, Twilight squealed as the tongue slipped inside her anus, sliding in a couple of inches. Rarity started wriggling and thrashing it around, while also occasionally thrusting it in & out, and Twilight let out several surprised, high-pitched moans and squeaks from the bizarre sensation. Rarity kept this up for about half a minute before pulling back, leaving Twilight panting and trying to figure out exactly what had just happened.

Rarity didn’t give her the chance. She mounted Twilight again and thrusted her magically-gifted cock into her pussy all the way to the hilt, holding it there for a few seconds. Then she withdrew, using some subtle telekinesis to ensure that some of the lubricating juices stayed ‘attached’ to her cock. She positioned the head at Twilight’s anus and started ever-so-slowly pressing it inward. Twilight instinctively tried to push it out… which actually made it easier for Rarity, as the entire head of the cock then slipped in. She slowly and carefully continued pushing the rest of the way, Twilight letting out little shuddering moans as she went.

Twilight felt totally helpless, the new sensation nearly overwhelming her. It felt so big, so very big, stretching her insides, making her feel so very full. But it didn’t hurt. It felt quite weird, certainly, but it was not painful. Soon Rarity bottomed out, and Twilight realized that the full, stretched-out feeling in her ass, the feel of a big, hard, hot cock buried deep in and pulsing with its owner’s heartbeat, felt pretty damn good once she started to get used to it.

Rarity, meanwhile, was letting out little whimpers and moans in the back of her throat. Twilight’s ass felt incredible – the heat, the near-crushing tightness, the unique ‘texture’ that differed from her pussy, the way it pulsed and constricted a teensy bit with each time Twilight’s heart beat… She wouldn’t exactly say it was better than Twilight’s vagina, but it wasn’t worse, either; it was like how (Good-Thing 'a') and (Good-Thing 'b') were both wonderful in completely different ways, vastly different from each other but neither one better than the other. She slowly pulled out, groaning as she felt Twilight’s insides trying to hold her in, stop her from leaving. Then she thrusted back in, hearing the faint *squish* of the lubrication that was near-totally drowned out by the simultaneous moans from her and Twilight.

Twilight pressed her upper body against the bed while sticking her rump and hips out & up as best she could, as Rarity started slowly thrusting in & out of her ass. It felt weird, and it felt amazing, the feeling of her ass being stretched out and slid in & out of becoming increasingly pleasurable the more it went on. Soon Rarity’s rate of thrusting had increased, using her forehooves to hold onto Twilight’s hips as she went, and Twilight was letting out sharp moans/squeaks with each thrust. Then Rarity reached a hoof down and started rubbing Twilight’s now-quite-wet-again slit, adding to the pleasure. They went at it like this for a few minutes.

Rarity started approaching her climax. To that end, she grabbed hold of Twilight’s hips with both fore-hooves and started thrusting into her fast and hard, bottoming out so her pelvis slapped against Twilight’s butt with each thrust. Twilight squealed and twitched and bucked her hips in rhythm with Rarity’s thrusts, and soon she felt her fourth orgasm of the night approaching. Soon, she cried out as she came, her vagina convulsing as shivers ran through her body. The sudden tightening of her ass was enough to set Rarity off, and she moaned as she came as well. Twilight could feel the load of hot, thick, gooey cum spurting out deep in her ass, coating her inner walls, filling her, and it drove her climax onward.

As the orgasms ebbed, the two mares again basked in the afterglow. Rarity gingerly pulled out of Twilight’s anus, popping free, causing Twilight to let out a little whimper. The younger mare then felt herself being pulled up into a sitting position, leaning back against Rarity, who softly stroked her belly with one hoof.

“One more, sweetie” she whispered. “One more, and then we’ll sleep in each other’s embrace. To finish up, we’re going to try a position that’s somewhat… different.”

She ‘petted’ Twilight like this for a bit, and Twilight could feel her hardening again, pressing against her rump. Then, she moved away and laid down on her back on the bed, legs open and spell-given cock standing tall, a half-lidded smile on her face.

“Now, darling,” she purred, “for our last run of the night, you get to be on top. This time, you get to control the rate and depth of the thrusting. Climb up and take position, dear~.”

Twilight did so, ignoring the faint (and somehow pleasant) soreness in her bottom, and positioned herself with her hips hovering over the erect cock. She slowly lowered until the head parted her folds, stopping to make eye contact with Rarity, who smiled at her. Twilight nodded, and then began moving her hips downward… and her legs gave out on her and she slipped, resulting in gravity taking hold and the entire thing sliding all the way in, up to the hilt, all at once rather quickly. Twilight let out a loud, long moan, her back arching and her body twitching, tongue hanging out and eyes rolling back. Rarity, meanwhile, let out her own cry of pleasure, her fore-hooves gripping Twilight’s hips as her own hips pushed upward a little.

After several seconds, Twilight braced her fore-hooves on either side of Rarity and started moving, her hips going up & down, finding her rhythm as she bounced atop Rarity, who moaned and cooed along with Twilight as the wondrous sensations rushed through her for the fourth time that night. When Twilight bent down to kiss Rarity as she rode her, the white mare happily returned the favor, using one of her fore-hooves to massage Twilight’s Cutie Mark and the other to gently stroke her back, her side, and her face as they kissed and fucked at the same time.

It wasn’t very long before both of them felt their fifth and last orgasms of the night approaching. Twilight braced herself and started slamming her hips down hard and fast, moaning loudly as she took Rarity’s cock all the way in each time, their hips smacking together. Rarity started thrusting her hips up to meet Twilight’s as they came down, adding to it. Twilight’s motions and vocalizations became increasingly frantic and erratic in the final few seconds, and then she slammed her hips down, taking the cock as deep as it could go, and screamed in pleasure as she came. Rarity came at the same time, crying out and pushing her hips upward as Twilight’s vagina squeezed and contracted in time with her ejaculations, milking her of everything she had left.

When it was over, Twilight fell forward, totally exhausted. Both of them were panting for breath, Twilight laying on top of Rarity, who was already holding her close, gently petting her. Rarity rolled the both of them onto their sides, holding Twilight close, and soon Twilight’s forelimbs came up to hug her back.

“Thank you for letting me be with you like this, Twilight” Rarity whispered.

Twilight tried to respond, but her exhaustion and the haze of pleasure still enveloping her meant she could only mutter incoherently. But the look in her eyes, already closing for sleep, spoke plenty. Rarity giggled, kissed her on the forehead, and within half a minute they were both asleep.

Author's Notes:

And here's my first clopfic. This is probably gonna have a looot of chapters, so stay tuned!

EDIT: There. I went back and edited the horribly humiliating FUCKFAILURE I made. Now, please, LEAVE ME ALONE AND STOP MOCKING ME ABOUT IT.