Early morning daylight chased away the vague memories of the dream she'd woken up from. Squinting at the clock on the dresser told Twilight that her alarm would go off in about five more minutes. Twilight Sparkle, Princess of Friendship, groaned, pulling herself up and scratched the small of her back. She licked her lips and stood, feeling like a cripple as her back popped loudly in two places.

Twilight worked her muzzle, rolling her shoulders as she flapped her wings to ease the kinks out. Her body was still stiff and sore from last night’s workout. She frowned down at the stubborn pudge that clung to her stomach and thighs, a nagging reminder of long days spent in sedative study. No amount of exercise seemed able to completely remove it, though she had to admit the rest of her body was looking a lot more toned and fit these days. Her friends had remarked on her ‘healthier glow’ more than once, but part of her wondered if the glow was more to do with finding love than killing herself on the stairmaster.

She tugged her thin cotton sleeping shirt back over her belly rolls with a sigh. Nature chose that moment to inform her that her bladder was painfully full, and Twilight shuffled out of her bedroom toward the large adjacent bathroom. She paused in the hallway and peeked into the guest room where her marefriend insisted on sleeping when she stayed over for the night. Rarity was still out cold, breathing steadily into her pillow. The seamstress had kicked off her sheet sometime in the night and was on her belly, butt in the air.

Twilight smiled at Rarity’s silly pose and then picked up the pace to get to the bathroom. She washed her face after taking care of nature's call and ran a comb through her hair until the worst of her bedhead was under control. She brushed her teeth and grunted in surprise when Opalescence appeared in the bathroom doorway to mew for breakfast. Rarity refused to leave the fuzzy feline at her boutique when she stayed the night at Twilight’s castle. The cat was usually a tolerable houseguest, but sometimes she clashed with Owlicious and seemed overly enthusiastic about knocking things off Twilight’s shelves.

"Stupid cat..." She croaked, grimacing at the sound of her own voice. Feeding the fuzzball took only a moment, but it helped her wake more. The task done, she shuffled back down the hall and into her room. Twilight flopped on her ass on the tail end of her bed, facing the door. She was fully intent on getting dress, but couldn’t bring herself to move. Sleep still tugged at her eye lids.

I should go back to sleep. I don't have to do any study work for hours...no pressing Princess issues to deal with either. I do need to do laundry though. Twilight looked back down at her shirt and underwear. Rarity said yesterday that she needed clean undies. Her clothes that she keeps here are running low… Images of the mare in the other room flooded her brain. Rarity smiling at her, playing with Opalescence, teasing her while she was trying to work on the latest friendship report. Images of Rarity nude...on all fours...hips moving rhythmically... Damnit.

Her morning wood was suddenly back with force. Her simple cloth panties filled to capacity, holding Twilight’s ‘second horn’ stretching the material at her groin. Her new equipment was the unspoken other change brought about by her alicornification. Not all of her friends knew about it, but Rarity found out after walking in on Twilight when she had been at the boutique to model new dresses for Rarity’s summer line. It wasn’t long after that barely hidden romantic tension between them had erupted to the surface. Rarity had shown her how to use the equipment fate and magic had cursed her with, turning it into somewhat more of a blessing. It wasn’t all roses and sunshine though.

It was kinda painfully hard, actually. But in that odd, good way.

Noise suddenly came from Rarity's room, drawing Twilight’s attention momentarily away from her dick. The mare groaned awake, just as Twilight had, and came stumbling out of the guest room toward the bathroom wearing naught but a set of lacy boyshort-cut panties. Twilight folded her hands over her hard member, not wanting Rarity to see it first thing in the morning. Her marefriend ignored her and closed the bathroom door. She sighed, listening to Rarity go about her morning rituals. Her raging hard on finally started to subside by the time the unicorn was finished brushing her teeth.

Rarity stopped in the bathroom doorway, looking at Twilight with a sleepy smile on her lips. "Mornin' Darling."

"Good morning, Raricat. Sleep well?" Twilight returned the smile, rustling her wings.

Rarity nodded, chuckling at the silly nickname. "Yes, I did. Did you carry me to bed last night? I don’t recall reaching it after our exhausting session together."

"Yeah. It was either that or lose a leg to lack of blood flow." Twilight grinned at the memory of awkwardly struggling to carry her marefriend into the guest room without waking her while still being winded from their lovemaking.

Rarity giggled sleepily and shuffled over to Twilight, slipping down into her Princess’ lap, and wrapped her arms around Twilight’s neck. Twilight leaned in a little and took her lips softly, kissing with passion. Twilight’s arms wrapped around her waist and she groaned happily into the Princess’ muzzle. She caught Twilight’s tongue with her own and sucked at it before taking her bottom lip and nibbling.

"Mmmm...goddess, Darling...just like—hey!" Rarity jumped in Twilight’s hands.

"Hmmm...wha'?" Twilight looked up from where she was about to start kissing down Rarity’s neck.

"I can feel you pressing into my thigh." Rarity giggled, leaning away from the bulge so she could look at it. "Surprised me, that’s all. Sorry."

Twilight laughed nervously, hanging her head against Rarity’s shoulder. "You do that to me you know? Walking around the castle semi-naked and sexy like that...you're a distraction!"

“I’m the best kind of distraction, though, aren’t I?” Rarity smiled wickedly and made a happy purring noise, wiggling her hips and just making Twi’s trapped member poke against her harder.

Twilight leaned to take a nipple in her mouth, but Rarity moved away, making her sit up in surprise. "Wha'?"

Rarity smiled like the cat with the canary and giggled again. She pulled out of Twilight’s lap, and lowered herself to her knees in front of the Princess. Rarity pushed Twilight’s legs open, hands on her knees.

Twilight’s eyes widened and she leaned back on her elbows, watching Rarity strip the underwear off and free her throbbing cock from its cloth prison. Rarity leaned in, pressing her upper body to Twi’s lower body, and kissed at the points where her nipples poked through her shirt. Rarity’s hands trailed up her legs, catching Twilight’s thick stallionhood between her full breasts.

"Goddess, that feels good Rarity...keep going...please!" Twilight hissed through her teeth in pleasure, looking up at the ceiling until her eyes rolled back for a moment. They snapped open and she yelped a second later when she felt warm fingers trace down the underside of her member. Rarity’s light touch flicked over the ultra sensitive area where the phallus met and merged with Twilight's original genitalia. The white coated unicorn eased her lips open and caressed around her opening.

“Oh I will, Twilight. Think of this as a little thank you for indulging me last night.” Rarity trailed kisses down Twilight’s belly, over her shirt until she reached the belly button. Her other hand wrapped around Twi’s waist and played there, kneading the Princess’ love handles and cutie mark. “My my! Already painfully hard again and so wet down here! If only I had known sooner about your voracious sex drive, Twilight. I wouldn’t have kept quiet about my feelings for so long.”

“Are...are you sure it’s not my...Princesshood? Or my...er...alicorn parts?” Twilight swallowed, looking back down her body at the beautiful mare between her legs. Her sides shivered under the assault of sensations from her dual sex and Rarity’s massaging fingers.

“I won’t lie, Twilight, those qualities certainly sweeten the pot, so to speak. But I knew when I first met you that you were special.” She smiled up at Twilight, squeezing her breasts tighter around the Princess. “Even if you didn’t have them, I would still desire you. You may doubt your beauty, but I pride myself in being able to see it in all things, and you, Twilight Sparkle, are simply gorgeous.”

Rarity let the cock slip out from between her globes and swing back and forth a bit as Twilight’s groin muscles twitched with the urge to buck. She caught it again with her lips, keeping her eyes locked of Twilight’s. She sucked in just the wide tip, playing the point of her tongue over the hole while gently running her teeth over the swollen glands.

"Rarity!" Twilight threw her head back hard, gripping the sheet on the bed, and fought to hold back her fast approaching orgasm.

The seamstress smirked, turning her head to the side, and sucked in the flesh on the side of Twilight’s shaft. She nibbled there for a moment, running her tongue over the medial ring hard before inching down to the base. Rarity closed her teeth on a small bit of loose skin there, nipping playfully. She let it go with a wet sounding pop, letting Twilight’s stallionhood swing back and forth above her, and dived tongue first into Twi’ soft pussy.

Rarity wrapped the fingers of one hand around the base of Twilight’s dick in an 'ok' shape, and squeezed, closing off her urethra. She ducked down, pushing her muzzle in deeper to tongue the quivering inner walls of Twi’s marehood. Rarity held tight, switching up the angle she attacked her marefriend’s g-spot from, making Twilight moan and writhe on the bed. After a moment, she pulled back to run her tongue up the underside of Twilight’s cock until she reached the broad head. Rarity looked around it and up Twilight’s face, licking her lips and surveyed the effect she was having.

Twilight Sparkle was already flushed, her brow furrowed and breathing hard. "I-I'm going to...h-have to repay you...aren't I? What was the d-deal, one to three ratio?"

Rarity nodded slowly, slipping two fingers inside Twilight. She continued to hold the base of her Princess’ member between her fingers, putting pressure there to keep Twilight from blowing any time soon. She kept up the eye contact, opening her mouth to flick her tongue over Twilight’s cockhead for a few more moments, and then released her grip. Rarity kissed the tip, making a show of letting a thin strand of pre stretch between her lips and the horsecock she was teasing.

Rarity then opened her mouth wide and laid her tongue out like the red carpet, flat and welcoming. She angled her head forward and drew Twilight in, forming a seal with her full lips. She bobbed her head down, her tongue undulating along the bottom side of Twilight, her palette sliding over the top. She took it to the hilt in one deft motion, holding her breath for several seconds. Rarity kept her jaw loose, her throat muscles working the shaft for a few short breaths until she pulled back until only the tip remained in her mouth. She inhaled through her nose, sucking hard now while maintaining her rhythmic fingering of Twilight’s pussy. Her blue eyes twinkled when she looked up to watch the expressions playing across Twilight's face.

Twilight grunted with each downward bob of her marefriend’s head, trying to control her breathing, and clenched her lower abdominal muscles. "For Luna’s sake...you're good at this!" Her hooves felt like they were curling, flexing and trembling against the floor as she fought to maintain control. Twi’s bedsheets bunched in her hands when her fingers did the same.

Rarity giggled, making Twilight’s entire body shake with it. She slackened on the suction and bobbed forward, keeping her eyes on Twilight’s. She hit a comfortable point near the medial ring and reversed slowly, turning the suction back up and swirling her tongue around the underside of the glans. She ducked forward again immediately, repeating the process—faster this time—setting a rhythm.

Twilight groaned, growling deep in her chest, pretty much beyond words for the moment. Her hips ached to move, the muscles there and in her ass clenching and releasing involuntarily. She couldn't buck, it would break the rhythm, and she didn’t want to surprise Rarity. She desperately wanted to grab the back of the mare’s head, run her fingers through Rarity’s lovely hair. Twilight couldn't tell if she wanted Rarity to speed up or slow down, the sensations were quickly becoming overwhelming. I'm going to lose it soon! I want her to slow down...no, speed up! Goddess, this is the best way to start a day! As if reading her mind, Rarity sped up, tilting her head slightly to tuck her hair back behind an ear.

Rarity smiled as best she could around her Princess’ thick cock. Twilight made the cutest and funniest faces when she did this. She loved watching the former unicorn struggle to stay composed. Twilight was usually always so in control of herself, it was fun just to make her squirm sometimes. Rarity steadied herself with her free hand. She could tell Twilight was ready to burst, the way her body starting to clench all the lower body muscle groups.

She stopped when she once again had just the head of Twilight’s dick in her mouth, pushing against it with the flat of her tongue. She waited a moment for her Princess to open her lavender eyes again and dove down again, all the way to the hilt this time. Twilight’s breathing was getting ragged, so she pulled back extra slow, drawing out Twilight’s release.

Twilight gasped, falling back on the bed with a loud moan. See only barely managed to hold her hips back as Rarity's tongue swept under the head again. She lost what little was left of control and came, spilling into her marefriend’s welcoming mouth. Twilight jerked in place, her groin muscles flexing twice, three, four times. Literal spots flashed behind her eyelids, her purple coat feeling tight everywhere, as she slipped out of Rarity’s mouth.

Twilight blinked up at the ceiling, her vision clearing after a few seconds. She shook her head and struggled to sit up. "S-sorry Rarity! I...I c-couldn't hold it any longer..." Her voice faded out as she watched Rarity wipe the back of her hand against her lips, smiling back up at her. Rarity made an audible swallowing noise and Twilight noticed a droplet of her pearly essence still on the edge of her marefriend’s bottom lip.

Rarity sighed, licking up the remaining drop as she shifted gracefully to rest on her hip. "It's ok darling, it's not like I didn't know it was coming." She laughed musically, the motion drawing Twilight’s gaze back to her breasts again.

"Raricat wanted her milk, huh?"

Her eyes flashed and Rarity lunged forward, swinging her arm to slap Twilight on the hand with a loud clap. "GAH! Twilight! A Princess should have more tact when speaking to her ponies. Especially the pony that just gave her such a powerful orgasm." She frowned with mock anger and crossed her arms in front of her chest. "What a way to ruin the moment."

Twilight Sparkle laughed, shaking on the springy mattress. “Sorry, Rarity! I’m very glad you did that...this whole alicorns are intersexed still takes some getting used to.” She leaned forward, bringing her hand up and ran her fingers into those long purple locks. She turned Rarity's face upward more and brought the both of them together, their lips meeting in a loving kiss. Opening her mouth to suck playfully at Rarity’s upper lip, Twilight caught Rarity’s tongue when she opened in response. She could taste herself in the kiss, but it wasn't strong. She groaned in her throat and kissed the seamstress deeper, letting Rarity pull and nip in return.

Twilight looked up into her shocked but pleased eyes, and broke away. She kissed along Rarity’s jawline, moving up to her ear, and took an earlobe to torture teasingly. Twilight broke the sensation for a moment and whispered. "I love you, Rarity."

The unicorn mare groaned happily in response, arching her neck. She reached up and pinched one of Twilight’s nipples through her shirt "I love you too, my sweet Twilight. Now, chop chop! Get up and dressed, we have a full day ahead of us."

“Do I have—?” Twilight paused when there was a loud bang from the study down the hall. She frowned and hung her head onto Rarity’s shoulder as the other mare started to laugh. Opalescence was at it again, the fuzzy beast probably shoving her books and things out of the way to sit in a morning sunbeam.

Author's Notes:

Written by Fuzzyfurvert, dood.