Amber Dawn lay on the couch in Fluttershy’s cottage, a wide smile of contentment adorning her muzzle. She had spent the past three hours alone, pleasuring herself in the warm daylight streaming in from the back windows (she had been tactful enough to close everything up front).

As she relaxed, Amber thought back on her travels. Though grateful for their succor, she had been quite frustrated living in the Holy Felonian Empire for the last hundred years. “Those silly cats wouldn’t know fun if it bit them,” she said quietly to herself. “And those Gryphons are so rough. The Sultanate of Saddle Arabia had quite a nightlife if you knew where to look, but I think I miss the Serene Zebra Republic most of all.” She sighed happily, recalling smooth, striped flanks.

Languidly stretching her hooves over her head, Amber giggled softly. “It’s a good thing I’ve practiced cleaning spells,” she murmured, twirling a lock of her mane with her magic. “Wouldn’t want to stain Fluttershy’s couch after she’s been so kind to me.” Her cheeks warmed. “In fact, I bet it’s cleaner than when I started!”

Her running monologue was stilled by the front door being slammed open. In rushed Fluttershy, caked in sweat, dirt, and to Amber’s shock, tears.

“Fluttershy?!” Amber jumped off of the couch to greet her host, telekinetically closing the door behind the pegasus. “Are you alright? What happened?”

“IT WAS HORRIBLE!” Fluttershy screamed past her sobs as she trembled in the entryway. She then sighed and lowered her head, “and wonderful....”

Amber raised an eyebrow. “Horrible and wonderful,” she repeated. “Okay, we can work with that.” She put her hoof around Fluttershy’s shoulder and guided her to the couch, simultaneously summoning a glass of water from the kitchen. “Tell me everything, from the beginning.”

Over the next half hour, Fluttershy told Amber about what had transpired in the Carousel Boutique, though she excluded the details of her intimate encounter with Rarity. Amber sat patiently, listening intently and occasionally interrupting with a question until Fluttershy was done.

“It all sounds... great!” Amber remarked with a quixotic expression. “Why did you run away? You must have been having the time of your life!”

“Oh Amber, I just couldn’t do it!” Fluttershy sobbed, shaking her head.

“Do... what?”

“Return what she gave me! I don’t even know if what she showed me is real, and I have no idea how return it anyway! I would have ruined it! I know I would have ruined it!”

Amber stared at Fluttershy, whose distress was obvious though its source was unclear to her. “But Fluttershy, from what you told me Rarity is just as inexperienced as you are! She was saving herself for her ‘prince,’ right? So if she did well, either she’s a natural in bed or you are amazingly responsive. Or both.”

Fluttershy turned away to look at the floor dejectedly. “I... I guess.... But it felt like... I was so nervous about... taking care of Rarity that everything felt so unreal.”

Amber’s eyes widened and she slapped her forehead with her hoof. “Oh Fluttershy, I am an idiot!”

Her expression dubious, Fluttershy looked at Amber worriedly. “You... are? You don’t seem like an idiot.”

“Well, I’m definitely a learned pony, but I overlooked half of the puzzle: You!” Amber placed a hoof on Fluttershy’s shoulder. “You’re a shy, demure, innocent mare! All great, admirable personality traits mind you; some of the mares I’ve seen in Ponyville could certainly use your manners. But none of that translates into high libido!”

Fluttershy blinked.

“The point is,” Amber continued, “you clearly went to the Boutique for a lot of non-sexual reasons: Romantic love, experiencing companionship with your crush, proving yourself to yourself, et cetera. Tell me, when you went to the Boutique, was eating out Rarity on your mind? Have you ever had fantasies about that?”

Fluttershy blinked again, then blushed deeply. “I-I might have thought about it once or twice,” she stammered, rubbing the back of her head nervously. “The idea of just kissing her, though, was amazing enough....” She looked away, trailing off.

Amber nodded. “I understand, and it is nothing to be ashamed of.” She put a hoof under Fluttershy’s chin and lifted her head to look into her eyes. “You hear me? Nothing to be ashamed of.” Fluttershy smiled and nodded affirmatively.

“Good! Now, you do still have a problem: Rarity just did you a huge favor, and she deserves to get it back... especially since she doesn’t know about the little nudge I’ve given her. So tell me: what would you do to return that favor?”

Fluttershy looked down in thought, then back up again with a determined expression. “Anything!”

“That’s the spirit!” Amber rejoiced. “And I can help fix this, too. We just need to get sex on your mind.”

“Got it!” said Fluttershy confidently, then ducked her head, adding anxiously, “And... how do we do that?”

Amber grinned broadly. “I cast the same spell on you that I cast on Rarity, and then you go back to her and make her moan so loud someone files a complaint with the Mayor!”

Fluttershy blushed and turned away. The dilemma was less problematic than before, since the only question of free will here was her own. She was apprehensive at the idea of her body chemistry being changed, but as Amber had said, she owed it to Rarity to be able to please her.

“Alright, I’ll do it,” she said with only a tiny hitch of hesitation.

”And I’ll be happy to help,” said Amber, “but... well, this time I would like something in return.”

Fluttershy looked at Amber nervously. “In return?”

“Well, I was perfectly happy to do it the first time to thank you for taking me in. However, when I provided these services professionally so many centuries ago, ponies paid me quite generously.”

“Oh, of course!” Fluttershy exclaimed, moving off the couch towards her room. “I think I have some savings upstairs....”

“No no no!” Amber hopped up and rushed to in front of Fluttershy’s path, raising a hoof to stop her. “No, that’s quite alright. All I ask is one tiny favor.”

“...yes?”

Amber smiled, her cheeks a deep shade of red. “I... haven’t enjoyed the comfort of another equine in almost two centuries,” she explained, looking intently at Fluttershy. “Not since I was last in Saddle Arabia. Since then I’ve been traveling, or stuck in the Holy Felonian Empire, and the Felonians... just weren’t interested. I could really, really use some help with that.”

Fluttershy felt herself becoming very hot. “Me?!”

Amber nodded. “Yes, but not just you. You and Rarity, actually. I doubt anything less than two mares is going to relieve my... tension.”

Shaking her head slightly, Fluttershy stepped back, her mane falling forward over one eye. “I... don’t know about that,” she said, her eyes wide.

“You don’t have to do it immediately!” Amber exclaimed. “I’m not going to be insensitive about this. Have a week with her alone, and after that, all I ask is a single night with the two of you. If she refuses no matter what... I guess we’ll just have to figure out something else.”

Fluttershy bit her lip in frustration. One part of her protested at the idea of “sharing” her possible marefriend with anypony, but her rational mind was making connections and realized that all of her progress with Rarity, past and future, was owed to Amber Dawn. There was no way she could say no at this point.

Even so, it took a great deal of effort for her to speak. “I’ll do what I can,” she sighed.

Amber nodded in satisfaction. “That’s all I ask. Now, this will feel funny at first, but I think you’ll start to like it.” Red energy swirled around her half-horn, then enveloped Fluttershy, who gave a single, low moan as her eyes slowly fell closed.

----

BAMF

For a brief, shining second Twilight felt triumphant. She had circumnavigated the unnecessary burden of a train ride by the merit of her own magic, and was now in Canterlot, well ahead of the established time! The next second, however, she felt herself falling rapidly as she realized that she had teleported right above the moat.

Before she could open her still unfamiliar wings to catch herself she landed with a splash in the freezing cold water. As she swam for the surface she reflected on her only comfort: that the moat was essentially ceremonial and thus fairly shallow. Grumbling under her breath, Twilight paddled to the edge of the water then crawled her way out, shaking her wings off as she emerged with an expression Spike would have fled from.

As she looked around she realized she was near the main drawbridge, and two palace guards were watching her as she shook herself dry. Once they realized who she was their expressions went from wary amusement to surprise, and they rushed down to her, shouting for towels to be brought for the visiting princess.

“Are you alright, your highness?” one guard asked. “We were just informed to expect you in a few hours.”

Twilight groaned as she struggled to fold her sodden wings. “I thought I’d take a shortcut.”

The guards took her to the nearby keep to dry off. Occasionally she caught a stifled snigger, and with an effort she resisted the sudden impulse to blast them with something unpleasant since they really were trying to be helpful. She sighed as she realized this would probably be pretty funny later, especially once Pinkie Pie got ahold of the story.

After drying off, she thanked the guards and made her way towards the castle proper. From the position of the sun she estimated that she was still several hours ahead of schedule. This added a new spring to Twilight’s hoofsteps, and by the time she got to the castle entrance she was far more courteous to the guards there than those that had helped her at the moat.

She reached Celestia’s private chambers, the guards recognizing Celestia’s late night visitor and opening the doors without question. The room was much as she remembered it: sparsely decorated and distinctly tidy save for the table covered with sexual literature Twilight had summoned from the Canterlot libraries for their benefit. She made a mental note to finally start returning the books, even if princesses were exempt from late fees. Out of the corner of her eye, she noted the royal bathroom door wide open.

“Mmm... she’s not going to be here for a while,” Twilight muttered with a saucy smirk. “Perhaps I can sneak in a quick shower. I do love her shampoo varieties--”

“Think again, my dear.”

Twilight yelped as she spun around to come face-to-face with a bemused Sun Princess. “I ended court a little early today,” Celestia said around her small, knowing smile. “Ironically, I also had the idea of catching a shower before you arrived. I also had a feeling you wouldn’t play fair and would teleport all the way up here.”

“Heh heh,” Twilight laughed nervously. “I’m very direct, aren’t I?”

Celestia swooped down and planted a kiss on her student’s cheek. As she started to pull back, however, her lips were caught by Twilight’s eager muzzle. The Sun Princess was surprised, but accepted the gift and replied in kind. Their mouths opened, allowing their tongues to touch and tease as they got reacquainted with one another. Before long, though, Celestia pulled back, earning a little pout from Twilight.

“As much as I enjoy having you here,” Celestia said, “and I do hope we can spend a long, fun-filled evening together,” Twilight’s red cheeks turned a deep scarlet, “you came to me for a more urgent matter, yes?”

Twilight’s gut squirmed, and she reflexively turned away. “I don’t really know where to begin,” she muttered, then asked, “Perhaps you could start by telling me about Amber Dawn?”

Now it was Celestia’s turn to look unsettled, and Twilight could have sworn she saw guilt in her eyes. “Yes, I think it’s time I did just that.” She gestured to her bed and the plentitude of cushions there. “Would you like to join me over there?”

“Mmhmm!”

Twilight and Celestia took seats opposite each other. “Now then, Amber Dawn.” The Sun Princess sighed deeply. “This story begins shortly after Nightmare Moon’s banishment. As you know, I took on Amber Dawn as a personal protégé, much as I have with you. It seems like a short time ago, even now.... Anyway, what the book did not describe in detail is that Amber Dawn is the author of almost all of ponykind’s sexual magics, spells, and remedies.”

“Even the stallion spell?” asked Twilight.

Celestia blushed at the memory of an encounter they had recently shared. “Yes, even the stallion spell, and the mare spell too. She was superbly brilliant, talented, and intelligent, not just about sexuality but in so many subjects: Magic theory, history, foreign cultures, and the Elements of Harmony, to name a few. You are the only scholar I have taught who has comparable diligence, and though I’ve had other students since Amber, such as Sunset Shimmer, none of them held a candle to her until I found you.”

Smiling at the self-deprecating smile that appeared on Twilight’s face, Celestia flicked her playfully with her tail and continued. “In any event, Amber’s talent and innovation with sex magic is what earned her fame with the scholars of Canterlot. Eventually she was receiving so many invitations to work at every major institution across Equestria that you would hardly have known that she was my student!”

“Is... that why you made her a princess?”

“Only a small part of it. I was indeed worried that I was going to lose her talents to some university, but ultimately it was her character that made such a choice possible, even desirable.” Her expression turned serious. “I don’t know how much of Equestria’s social history you’ve studied, Twilight, but those times were a dark age for Equestria for reasons other than Discord and King Sombra. Homosexuality, bisexuality, and other so-called ‘deviant behaviors’ were banned and persecuted.”

Twilight’s eyes widened in surprise. “But... why?!”

“Politics, to put the simplest and most direct label on it. Earth ponies had a long history of attacking their own kind for such behavior, and their attitude fed into the mutual distrust that existed between the races at that time. The pegasi never cared either way who did what to whom, but it was the unicorn elite who became the noble families that dominated Equestria even after Discord was overthrown that did the most damage.” Celestia frowned in annoyance, then shook her head, the tension that had been creeping into her voice falling away.

“They used the idea of the ‘traditional family model’ to consolidate power for themselves by appealing to the largest demographic, which happened to be Earth ponies. Before my sister and I took power, there had already been an amendment to Clover the Clever’s original Charter that banned all sexual actions and behavior outside of heterosexuality in Equestria, with a variety of penalties specified.”

With a wistful smile, Celestia continued. “Amber Dawn turned out to be one of the bravest ponies I have ever known. Apparently she first came across the possibility of sex magic for the purpose of meeting the expectations of her peers...”

Twilight was shocked into interrupting. “You mean, she was focused on mares but forced herself to like stallions with her own magic?!”

Celestia chuckled. “On the nose, my dear. Yes, and it wasn’t fake either. She was able to alter her core sexuality, creating real desires for the opposite sex. However, it is what she did for others that was truly remarkable: she made her magic available to disenfranchised ponies in Canterlot and beyond. Mares and stallions that were trapped in unhappy marriages, hiding their supposedly immoral desires, were at last able to enjoy the benefits of the existing social structure. It may seem drastic to go through that kind of change, but there was so much pressure to conform.” Her smile turned wry as she added, “Besides, she also made available a variety of spells and potions with which they could indulge in their... other proclivities.”

Her expression growing serions again, Celestia took a long breath, then let it out. “Amber was already looking into legal arguments to build a case against the ban, which had made its way into the Equestrian Constitution. I remember her trying to use language from laws that upheld the equality of races; she had a good eye for that. It was around this time that I had decided to reward her for her diligent studies and great service to the ponies of Equestria."

"You made her an alicorn, like you did me."

"Yes. It had been my intention from early on, as Luna and I had been sent not only to remove Discord from power but to carefully evaluate and elevate ponykind's most worthy. Nightmare Moon's banishment made that all the more essential, as I was in need of a co-ruler.” Celestia sighed. “But something else happened along the way.”

Twilight nodded knowingly. “You fell in love.”

“I fell in love,” said the Sun Princess. “Hard, I might add. It was only half a year before I elevated Amber that I realized my feelings for her. She was certainly an attractive mare, and it was an unsettling but fortunate discovery that I had such a strong affinity for mares.” She giggled. “As a filly I always imagined that Luna and I would get lucky and find a pair of stallion brothers. But what really attracted me to Amber Dawn was her mind. She was so... intelligent, cultured, well-mannered. She always knew what to say and how to say it! Very much like your friend Rarity, but more extroverted, I think.”

“‘More extroverted than Rarity,’” Twilight repeated. “Are you sure we’re thinking about the same mare?”

Celestia chuckled. “Let me put it to you this way: Have you ever noticed how despite her charm and talent with conversation, Rarity likes to spend long hours alone? Amber Dawn loved company, and I even knew her to talk to herself when she thought nopony was around.”

Twilight nodded, then shrugged. “Well, when you put it that way....” Unbidden, the dark thought that had been troubling her surfaced. She looked up at Celestia with a nervous expression.

“Twilight? What’s wrong?” Celestia moved closer, putting a wing around her student.

“Celestia, I know you just said that you had intended to make Amber Dawn an alicorn even before your... emotional attachment. Are... are you sure that her knowledge and magic are the reasons why you did it?” She saw Celestia’s brow furrow, and her nervousness grew as the Sun Princess looked away. “What I mean is... what I mean is....”

“‘Did I make you an alicorn to fulfill my own sexual desires,’” Celestia said flatly with an impatient look. Twilight shrunk back, her expression consumed with guilt, then felt Celestia reach out with hoof and wing to pull her closer.

“The answer,” Celestia whispered, her face now full of kindness, “is no.” She leaned in to kiss Twilight, who felt a dam inside her break as her eyes welled up with tears. With no hesitation Celestia pulled Twilight against her and nuzzled her ear and mane. “Oh, Twilight....”

“I’m so sorry! I shouldn’t have doubted you--”

“Shhhhhh... you had every right to doubt me!” Celestia said as she tucked Twilight head under her, heedless of her own tears falling on them both. “I assure you, if anything, your capacity for doubt has more to do with you becoming an alicorn than my need for company.”

They both giggled, wiping their eyes and leaning on each other.

“No, the irony is that Amber Dawn initiated our relationship,” Celestia said quietly. “If I recall correctly, it was the semi-annual royal hiatus and I had taken her to my personal villa on the western beaches. We had a few drinks.... " she smiled to herself.

"I was such a scaredy filly! She had to do practically everything, though she did like what I did to her horn…” Celestia felt Twilight twitch at that and cleared her throat. “Ahem. Anyway, we knew early on that it was more than alcohol. It was love." She sighed happily in nostalgia.

"It sounds perfect!" Twilight remarked as she snuggled closer. "So what went wrong?"

Celestia’s warm smile fell into an expression of bitter neutrality. "Politics again," she said darkly, “and some of the hardest choices I have ever had to make as Equestria's ruler. Amber was, to understate the matter, a zealot when it came to equality in Equestria. She won me over early on with her rhetoric, and it made sense that if we ever wanted to publicly express our affections, we needed to decriminalize them.

“But we soon discovered that such a law couldn't be changed quickly or easily. The nobility were already labeling me a tyrant for raising taxes, maintaining a standing army, and instituting a national schooling system. Imagine trying to change social laws at that time! I would have had a civil war on my hooves!” She snorted in annoyance.

"I had the legal experts look at her proposal. They said I could push it through in one century if I lowered taxes, or two centuries if I waited for our educational reforms to effect changes in the views of the general populace. Amber, however, would not hear a word of it; she demanded changes now. We ended up arguing about it, sometimes with great vehemence. In the end... we said a lot of things that hurt, the worst being her threat to start a civil war of her own!

"I thought she was indulging in hyperbole, but it turns out she meant every word. One day in court, she brought her proposal before the gathered representatives, and I was forced to quash it then and there. Hardly missing a beat, she declared the 'War Against The Tyranny Of Celestia' and stalked out of the court. She took the Duchies of Los Pegasus and Fillydelphia with her, as well as quite a few of Equestria's best military service ponies.”

The sadness in Celestia’s voice grew as the story unfolded. “When she actually started waging the war I was startled beyond measure at her willingness to be brutal. The first few days of fighting were bloody, and I could see that it had the potential to become much worse. I was forced once again to use the Elements of Harmony against someone I deeply cared for.”

Twilight gasped. “The Elements?! Then... had she changed, like Luna?”

“Not exactly,” Celestia cringed at the memory. “There was no blatant transformation into a dark magic form. In fact, I could not use the Elements against her at all, at least at first. Her zealotry, no matter how dangerous to others, was formed from pure passion, and her intent was for the greater good. However, the intensity of her emotions overwhelmed her compassion as the war continued. She started to... revel in bloodlust and unnecessary ferocity, and those were emotional states the Elements could and would work against. In the final battle they took half of her horn and cleansed her spirit of the bloodlust, though of course her zealotry was still intact.”

Twilight shivered as the story unfolded, finding it hard to believe that anypony could take pleasure in such violence. Finally she frowned. “But the book said she had been banished for a thousand years like Nightmare Moon, and that period ends a few years from now.”

Celestia shook her head. “Her loss of magic put a quick end to the war, so I gave her two options: Voluntary exile or imprisonment. She accepted the former, though she vowed to return one day. I’m not sure how that banishment myth became entrenched in history books; I made an official announcement about Amber’s exile.” She stretched her neck with a large yawn. “In any event, that’s where that story ended.”

Twilight nodded. “You lost your love,” she muttered, her eyes downcast. Her descent into sadness was interrupted by the sensation of Celestia’s lips against hers, the warmth from them flowing into her being.

Celestia shifted against Twilight, settling against her warmth as she whispered, “You are my love. I have never been more sure of that than I am today.”

Twilight’s eyes widened and she shuddered in pleasure at the quiet words. Casting aside her worry, discarding her fear, she captured Celestia’s muzzle and claimed her with a kiss, returning the passion that had been so freely offered to her.

Their lips eventually parted, and with a grin Twilight said, “Maybe we should go take that early shower.” Celestia nodded and grinned back.

---

Once more Fluttershy approached the Carousel Boutique on reluctant hooves, though this time her body language betrayed her trepidation: her mane was almost completely over her eyes, her tail was tucked low, and her wings were pulled tight against her body.

What the few ponies who observed her could not see was the source of her fear and embarrassment: the intense ache between her loins that was somehow enhanced by her fear of the coming confrontation. Equally invisible was the one thing that kept her moving: after all she had done she knew, with a clarity that almost quelled her worry, that her love for Rarity was worth every choice she had made.

With a distinct rosy cast to her cheeks Fluttershy knocked on the door to the boutique. When no immediate response was forthcoming, she glanced at the ‘Closed’ sign in the window and almost turned around, but she grit her teeth and waited.

After a lifetime spun past her in just a few seconds she heard soft hoofsteps from inside, followed by Rarity calling daintily, “Just a second!” as she unlocked the door. It swung open partway, then stopped when the unicorn saw it was Fluttershy. Just as Rarity opened her mouth to speak, the pegasus darted forward and wrapped her hooves around her.

“I’m so sorry, Rarity!” cried Fluttershy as she buried her head into Rarity’s shoulder, pink and purple manes mixing haphazardly.

“It’s... it’s okay, darling,” Rarity stumbled on her words as she recovered from the sudden hug. “Just... let me get the door, will you?”

“Oh! Of course!” said Fluttershy quickly as she jumped away, a small smile sneaking onto her face as Rarity closed and locked the door.

“Now then, dear Fluttershy: tell me what’s troubling you. Whatever are you sorry for?”

The pegasus cringed for a second, then took a breath and responded. “Well... I... when we... when you….”

“Slow down, dear, you’ll hurt yourself,” responded Rarity lightly as she maneuvered past Fluttershy and started making tea.

Watching Rarity move about the shop calmed part of Fluttershy’s nerves while waking up others. She realized she had been staring at the shifting diamonds of Rarity’s cutie mark for some time and looked up guiltily.

“ I... I’m sorry I ran away,” she said quietly, tracing a pattern on the floor with a forehoof.

Rarity laughed kindly as she finished with the tea, carrying the tray with her magic as she walked toward her room. “Fluttershy,” she said as she entered, “I completely understand. Now come in and talk with me about it, and we’ll work this all out.”

“You... you understand?”

“Of course!” Rarity sang as she levitated a cup to Fluttershy, who took it from the air and sipped it delicately. “Why, I might have too if our places had been reversed! The way I came on to you... well, let’s just say that in retrospect it was very unladylike.”

Fluttershy couldn’t help but grin at this, though there was still sadness in her eyes. “I thought... well... I was afraid that what you... what we were doing wasn’t real for you.”

Rarity brought a dramatic hoof up to her forehead. “Mercy!” she cried, “How could you think that, of all things? I mean, it might have been surprising for both of us, but based on your, well, reactions to me - and *ahem* my own to you, it was very much real.”

Her wings ruffling as a burst of hope flooded through her, Fluttershy softly responded, “...oh?”

Rarity set down her teacup and brought the full force of her gaze to bear. “My sweet pony, you have been in my thoughts - in fantasy and memory - every spare moment I’ve had since that night. And,” she added with a smoky grin as she raised one foreleg, “those thoughts have kept my hoof rather busy as well.”

Fluttershy froze in place as Rarity’s admission sank in, her cheeks, then her face, then even the top of her neck gradually flushing to a deep pink.

Rarity leaned in to whisper into one soft yellow ear, “Yes, my lovely... and always thinking of you!”

Fluttershy almost collapsed as the words and warm breath that flowed into her ear unleashed a rush of liquid heat that raced over her skin to transform the banked fire of her arousal to a roaring flame. Her eyes almost closed as she moaned in response, but one thought still lingered, and she forced herself to speak it before she gave in.

“But... Rarity... I can’t... you can’t possibly actually be in love with me,” she managed to whisper.

Rarity brought her head back, a surprised smile on her face. “Oh, but my dear pegasus, I do love you!”

Blue eyes flew open as Fluttershy gasped at the sudden flood of emotion that threatened to overwhelm her. With a wide smile she took a step toward Rarity, her wings flaring out and her tail flicking back and forth.

With some reluctance given Fluttershy’s expression Rarity held up a hoof to stop her. “Now wait, please, before you pounce on me!” she said with a little laugh. “I want you to understand what I mean, and I need to say it before I, too get lost in... in how much I want you.”

She continued as the pegasus waited expectantly, “I... I’m not sure if it’s what you’re looking for; I don’t know... I’ve never felt this way about a mare. Honestly, I didn’t think I could. And in the past, well, for a long time I even thought it was simply wrong.”

Rarity sighed and went on before Fluttershy could carry that thought too far. “But then, when you came to me, I realized I’d found you beautiful for a long time, and for some reason...” she broke off as she saw Fluttershy’s legs start to quiver with need, and she flushed in response as she said breathily, “oooh... never stop looking at me like that!

"Anyway, I’m sure I don’t understand why it came to me so suddenly, but I’m not sorry in the least! To be honest, I feel like I finally got over myself so I could realize at last how much I desire you"

Fluttershy paused with one hoof up, the step she was about to take toward Rarity interrupted. “Just... just for... um... sexy times?” she squeaked.

“Oh, my darling, of course not! I care about you a great deal, and now that I’ve... awakened, I suppose, I feel like that could become more.” She watched Fluttershy with half-lidded eyes full of hope and promise. “Possibly much more.”

There was a yellow and pink blur, then Fluttershy was wrapped around Rarity and crying into her shoulder. “Thank you,” she whispered against the soft white coat. “I love you!”

“And I adore you,” Rarity said softly as she stroked her hoof over Fluttershy’s pink mane, then along her side, marveling at the softness of her yellow coat. Sensing that she might be ready to hear it, Rarity kissed her ear and gently whispered, “So, my sweet pegasus... would you mind, perhaps... a bit of play?”

Fluttershy lifted her head and smiled at Rarity, her expression relaxed as she nodded. Two sets of blue eyes searched each other, and with a happy little sigh the pegasus moved forward to kiss soft, white lips.

Rarity’s response was hungry and demanding as she let Fluttershy know in no uncertain terms how much she enjoyed the taste of her. At first Fluttershy simply lost herself in the delicious pressure, but then she remembered their last interaction and broke the kiss, trying to catch the breath she hadn’t realized had become so fast.

Not wanting the other mare to wonder long she spoke quickly. “Now Rarity... why don’t you let me... um... take care of you? You’ve been so patient with me...”

A throaty chuckle rolled out of Rarity and she flipped her mane to the side. “My dear,” she said with a sultry look, “little would make me happier!” Wasting no time, she headed into her bedroom and hopped into the bed. She sat down facing Fluttershy, then patted the spot beside her.

Fluttershy grinned and darted into the room, tapping the door shut behind her with a rear hoof. She swarmed up onto the bed, nudging Rarity onto her side as she nestled in next to her. Reaching one hoof up to stroke Rarity’s mane, she tangled her hoof in its mass, shivering as it slid over her yellow coat leaving tingly trails on her skin. She gently pulled herself close, her eyes coming up to look into Rarity’s as their lips met once more.

Never one to simply lay still when there was touching to be done, Rarity slipped one rear leg between Fluttershy’s, the feel of their coats sliding against each other bringing a moan from her into the soft yellow mouth on hers. Both pairs of blue eyes closed as they lost themselves in shared warmth and gentle caresses that grew more bold and urgent as their tongues danced.

Gasping, Fluttershy broke the kiss and lifted her head so she could stare raptly at Rarity. That perfect mix of white and purple and blue, the delicate features, the flush of pink in response to her kisses.... Intoxicated, she licked those lovely lips again, then started kissing her way along Rarity’s jawline to her throat. As she drew breath the unicorn’s perfumed scent made her head swim, the mix of flowers and mare stirring her hunger. She closed her eyes once more as she suckled a bit of Rarity’s skin into her mouth, biting softly and running her tongue over it even as she slid her shin further between soft white legs.

Rarity’s breath caught at the feel of Fluttershy’s teeth, and she pressed up against her mouth, eyes squeezed shut as she reveled in the pleasure radiating out from the bite. As the pegasus’ lips and tongue explored further she rolled further onto her back, pulling the all too willing pegasus on top of her. She pushed her hips up against Fluttershy’s leg, a soft groan escaping her as she managed to slide her damp slit against the soft yellow coat.

Everywhere she tasted was like a new treat as Fluttershy kissed and licked her way down Rarity’s chest. She paused when her lips brushed over a nipple, and with a tiny, happy cry she flicked it with her tongue, then caught it between her lips and sucked at it just as she pressed her leg harder into Rarity’s wetness. The unicorn shuddered and moaned; emboldened by the reaction, Fluttershy hooked a hoof under one of Rarity’s rear legs and lifted it, raising her head to kiss her way down from hoof to hock to thigh.

Rarity’s eyes opened as Fluttershy’s lips touched her hoof, and she watched avidly, growing warmer with every kiss and tongue-touch that teased its way up her leg. By the time Fluttershy’s delicate tasting reached the top of her thigh, Rarity was panting with desire, her folds glistening with arousal. Trembling helplessly she whispered, “Please... oh, please...” over and over, the ache in her loins nearly driving her mad.

Fluttershy could only take so much of the lovely sound of Rarity’s pleading. She slid herself down so her head was between pure white thighs and reached her tongue out to trace the edges of Rarity’s folds. Drawn by the sweetness she slipped her tongue between the lips, then up to flick over her tiny pink bud.

Rarity’s head fell back on the pillows as she cried out, “Oh... oh... yes, Fluttershy!” She brought a hoof up to stroke the pink-maned head between her legs, unconsciously pressing down on Fluttershy’s head in the throes of her passion.

Smiling at the gentle hoof on her head, Fluttershy followed its urging and thrust her tongue into Rarity, brushing her nose over the now swollen bud. Rewarded with a brief flow of fragrant liquid she hummed happily, the vibration making her lover quiver even more. She moved her mouth up to swirl her tongue over Rarity’s bud before sucking it into her mouth.

Rarity took a deep breath as that oh so agile tongue pushed her over the edge. She held it as she shuddered and ground her slit against Fluttershy’s face, her back arching off the bed. The tension of her held breath built along with her orgasm, making her head swim. At last she let it out with a scream, writhing under Fluttershy as she came. She inhaled sharply, the air flooding into her sending sparks along every nerve that made her body twitch with pleasure.

As Rarity thrashed and gasped, Fluttershy kept her grip, the little shocks of movement exciting her in turn. When Rarity’s movements started to slow she raised her head and clambered up her body, their legs twining as she sought to press their now dripping folds together.

Her focus gradually returning, Rarity’s ragged breathing became a series of gasps as their slits slid against each other. She looked up at Fluttershy, eyes full of wonder. “You’re so beautiful,” she sighed blissfully as she raised her forehooves to touch the yellow coat and pink mane above her. “I... thank you...”

Fluttershy ground herself against Rarity, her breath coming hot from her open mouth, her eyes intent on that lovely face. Her hips shook as she swirled them, lost in their shared gasps, her growing arousal and her love for Rarity mixing in a knot of intense heat deep in her core.

“R... Rarity,” the pegasus managed to whisper as her trembling almost made her fall, her wings flaring out to mantle over them. “I... I want... I’m... oh!” She slowed her movements as her bud brushed against the unicorn’s, and with one more long slow glide the knot inside her unwound.

“Ah... ah... RARITY!” cried Fluttershy as ecstasy poured through her, filling her up and spilling out onto the unicorn beneath her. She never looked away from her lover’s face, and her whispered “You... it’s you...” triggered another burst in Rarity, whose hooves shook as she stroked Fluttershy’s mane and cried out her name.

Some time later, the two mares were still looking into each other’s eyes, their breath gradually slowing as they lay close together. They kissed softly, all urgency gone, simply enjoying. After they shared a long, contented sigh, Fluttershy reached up to lick the tip of Rarity’s horn, eliciting a shiver and a smile.

“So, um... more?” the pegasus asked quietly, her wings flickering. “If... if that’s okay with you....”