Some have been wondering what exactly took place during Twilight’s ‘lesson’ with Rarity and Applejack.

Wonder no longer.

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Rarity was stunned. This... This was ludicrous. She never thought one of her silly fillyhood fantasies would be coming true, or in such a strange way. But here she was, lying in bed with one of her closest friends, her marefriend nearby, the three of them about to interact in some very lovely ways. Rarity hadn’t thought of Twilight as somepony willing to do these sorts of things, but now... Now she couldn’t help but look at the lavender mare with a newfound sort of respect, the kind mingled with deep-seated lust... Which is to say, the same way she respected nearly everypony. Applejack, for her part, had defused the silly little snafu Rarity had managed to get them in, and now the mood was relaxed, their student attentive.

Twilight said something she didn’t quite catch, still reeling from the strangeness of the near-kiss. But she got the sentiment, and the three of them shared a laugh. Applejack looked at her, eyes positively smoldering, and she looked back with unabashed desire.

"Time to begin, my dear?"

"Eeyup."

Hearing the farm-mare go out of her way to emulate that massive brother of hers left Rarity stunned for a moment, and she was caught off-guard by the kiss that followed. Not one to be out-done, however, she quickly regained control, her hooves sliding down strong muscled sides, tweaking and teasing all of Applejack’s weak spots. She could almost hear Twilight’s eyes widen when she leaned one hoof in between her lover’s hind legs. The thought that she was being watched as she did this was leaving her dizzy and eager, muscles flexing and tail already far out of the way. The favor was returned, and she groaned and hissed into the kiss. Finally, she broke away, with a slight whine of disappointment. But this was a lesson, and that meant educating their student.

“Now, Twilight, what you have to understand is that a mare is, well... Not necessarily ooh delicate, but mmh darling, stop! sensitive. I... Mmmh, please excuse me, I think I have to discipline my assistant.”

“Now why’m ah the ass-”

None of that- Backtalk ruined the mood. Rarity smothered it with a kiss, leaning in to pressure her lover beneath her. Applejack groaned, and then let out her own little whimper when Rarity began to toy with her. It was pleasurable, but their student wouldn’t actually be able to make out much... Ideeea~!

She sprung away, standing for a moment to straighten her mane. Applejack, for her part, just leaned back into the pillows.
“Switch places with me, darling- I think Twilight needs to be able to see this next part.”

The mare obliged, and Rarity settled in herself. It was even more comfortable than her normal bed, a feat she had figured impossible. With absolutely no shame or hesitation, she leaned back, facing up and out, and let her hind legs fall splayed. She was completely on display, utterly exposed, and it was making her throb. She couldn’t even concentrate anymore, but thankfully, her dear and courteous lover picked up the slack while she whimpered and bucked her hips.

“Now, Twi, like Rarity was sayin’- You’ve gotta know your way around the place. First time, second time? No guarantee they’ll be grand, if’n ya get my drift. But that’s why you should learn how to do it, so at least ya’ll figure it out faster.”

She couldn’t see, she didn’t dare look down, because then she might see the rapt attention their pupil was paying, and that might well finish her off on the spot. Instead she focused on the sensation- The soft edge of one hoof, pressing down against her stifles, teasing her. Applejack always worked on her with the same diligent attention she paid her fields and fruit, and it was clear in the results- Even a minute or less led to Rarity’s breath growing ragged and her coat completely matted with pleasure. Agonizingly slowly, her love moved higher, closer, deeper, firm pressure making her want to buck and beg to be taken.

She didn’t have a chance to, however, because finally a hoof made direct contact, pressing against her lips and making her gasp. She thought she heard a second gasp echoed from Twilight, but at this point, her senses were as good as useless. Applejack, it seemed, was impatient, moving faster, laying the entire pad of her soft and pliable hoof flat. Oh no, she’s not going to- And then everything went blank. She threw her head back and moaned with abandon as the athletic pony shook her foreleg, sending the most delicious slow vibrations straight into her core. It was too early for her first climax, but restraint seemed pointless this evening. Her face, she was sure, must have been the most slovenly thing, tongue lolling, panting, her entire body shaking with each breath.

“And that’s how ya do thangs.”

Unnoticed on the bed, Rarity nodded, weakly, in confirmation.

“So, ah... ‘D’you wanna try?”

Applejack leaned down and kissed her as she rose. It helped immensely, taking the edge off of her almost too-strong orgasm-- A phrase she hoped never came true. She stood aside and allowed Applejack to take her place amongst the pillows, while Twilight, nervously, stepped up to begin. No kiss was shared, but both of them were considerably, and obviously, already aroused. Speaking of which...

It would be a shame to waste this kind of opportunity... She thought to herself. So she walked behind Twilight and nudged her tail aside- It took almost no effort, the mare’s distraction making it completely unnoticed. Her friend was beautiful, she had always known that, and seeing her like this did nothing to dissuade her conviction. Twilight was certainly less active than Applejack, her hind legs curving up with the slightest trace of muscle to frame her loveliness. On the other side of the unicorn, Applejack seemed to be guiding Twilight through the basics. I think I’ll simply unwind for a while and watch... from this angle, of course.

After a few minutes, however, Applejack’s slowly-wavering voice was starting to drive her arousal back up, not to mention the delicious view of Twilight’s posterior. Speaking of deliciousness...
“Lesson two, Ms. Sparkle, is to keep it up while distracted.”
With no further warning than that, she plunged face-first into her prize, leading with a single long lick from top to bottom. The difference in taste, texture, temperature, and everything from what she was accustomed to made her wet, and hearing Twilight’s shocked whinny melt into a moan made it even better. She kept licking and kissing, working over the studious mare as if she herself was studying. A gentle prod, pushing her tongue just past the lips, flicking up to make the unicorn before her shake. Applejack, for her part, was not surprised- Instead, she began reprimanding Twilight each time she became distracted or faltered.

They stayed like this for a time, Rarity lapping and drinking at the velvety lips of one of her closest friends, Applejack bucking against the same mare’s unpracticed hoof. She could feel muscles tighten and hear the groan as Twilight approached her peak, so she leaned down and prepared. Just as the lovely sound reached a high note, she began flicking her tongue rapidly across her nub, and then opened her mouth wide. She was repaid for her attention in spades, a sudden flood of heat and subtle tastes across her tongue, her muzzle soaked and even her chest catching an errant splash. It was quite hard to determine if she had ever been more aroused, apart from her tentative first time with Applejack.

With Twilight panting and slumped onto the pillows, she walked forward to kiss Applejack- They shared Twilight’s taste, and whether her lover’s wide eyes indicated surprise or enjoyment, she was pleased either way. Melodramatically, she flopped onto the cushions at the head of the bed, next to her gracious marefriend.
“Oh woe is me! I spent such attention on our student, but I am afraid she couldn’t exactly see what I was doing. Whatsoever shall we do?”

“Well sugahcube, I figure I’m at least as good at that as you are- So how ‘bout you lean back and let me show her another new trick?”

“With pleasure.”

Her second orgasm came shockingly fast, with her third right on the heels. Knowing full-well that she was being watched and heard, a tongue buried between her lower lips, made her want to weep. It was just barely possible to keep her grip, to stop her voice from coming out in massive glorious shouts. She wanted to be seen and heard by everypony, and she wanted to be taken... But she had to show courtesy to their guest, and her privacy. So instead, she rode out the long and languid licks with her teeth clenched, her forehooves laced behind Applejack’s head, her breath coming in rapid bursts. Finally, just as she heard Twilight’s own cry, she was battered into submission by a fourth body-quaking climax.

From the sound of it, seconds later Twilight fell into her own throes, having handled herself as she watched, eyes riveted to the scene. The three of them collapsed on the bed together. In a more ‘average’ state of mind, Rarity might have been astonished and appalled at the mess. But right now, in the moment, she felt nothing but pride and an overpowering urge to sleep. They could confront clean-up in the morning, or at least when they woke.

Twilight, however, did not seem to have sleep on her mind.
“Girls?”

“Mmh?”

“Thank you both. I... I actually feel ready, and even if this lesson didn’t help, in the end... I’m glad we had the chance to do this, strange as that sounds.”

“Nah, Twilight, Ah know ‘xactly whatcha mean. And Ah’m purty pleased too. Rarity?”

“Having the opportunity to teach this lesson has been a long-standing dream, my dear. Fulfilling it was tiring but grand work.”

The three of them giggled, and then the aforementioned exhaustion hit them all in what felt like a synchronized wave. It was only minutes before they fell asleep, cuddled together on the bed. Never before had she felt quite so close or connected with her lover as right now, drifting into dreams.