The sound of a hoof at the door startled Fluttershy. She ruffled her wings and took a breath to calm herself.

"Coming!" She called, rising from the sofa and trotting to the door. She pulled it open to reveal a smiling Rarity. "Oh, you're early," she said, returning the smile. "I'd just finished putting the pets up. Angel was so cross."

Rarity beamed, inviting herself in. "Oh, you magnificent pegasus, you!" she gushed, gracing Fluttershy with a soft kiss on the cheek. Fluttershy blushed. "Thanks to you, my patented diamond fabric is all the rage in Manehattan!"

"Really?" Fluttershy asked, eyes wide.

Rarity nodded, setting the saddlebag she had arrived with down on the sofa. "Yes! Anypony who's anypony wants to sparkle and shine in my designs!" the unicorn beamed. Her azure eyes were glowing. "Without your..." Rarity felt her cheeks warm. "Ah, your kindness, my mind would never have had the focus to finish."

"I... I just like to see my friends happy," Fluttershy replied, looking down bashfully. Rarity took a step towards her and lifted her chin with a tender nudge of her horn.

"And I always repay a kindness."

Her tone was soft, sultry, and her words hung in the air like dewdrops on a spiderweb. Fluttershy's heart beat rapidly. Rarity beamed.

"And that's why I wanted to come tonight! To show you my gratitude!" The unicorn continued, going to her saddlebag. She flung the latch open and retrieved a white sheet, spreading it out over the living room floor with a flourish.

"W-what's that for?" Fluttershy asked, raising one forehoof in uncertainty.

"All in good time, my dear," Rarity replied. Her aura summoned several candles from the saddlebag and arranged them artfully around the perimeter of the sheet, the cornflower blue magic coaxing the wicks to life. "Can you dim the overheads, darling? They kill the mood."

"M-mood?" Fluttershy stammered, beyond nervous now. Rarity eyed her, one eyebrow arched elegantly.

"For the massage, silly pony."

"Oh! Oh, of course!" Fluttershy laughed, blushing furiously. She obliged her friend, pulling the window shades, and returned to the living room, where Rarity now sat on the white sheet. The flickering candlelight cast dancing shadows on her ivory coat, and Fluttershy was once more struck with how lovely her friend was. The opalescent cast of her horn was enchanting.

"Come, lay here," Rarity instructed, patting the center of the sheet with her hoof.

Fluttershy nodded and did so, settling down with her wings folded at her sides. Rarity moved to sit at her haunches, taking care not to step on her friend's long tail.

"Now, you tell me if I'm pressing too hard... it isn't enjoyable if it hurts too much," Rarity winked. Fluttershy laughed.

"Ok..."

The pegasus closed her eyes as Rarity began to knead between her shoulder blades with the tips of her hooves. Oh, the relaxation! A shiver traveled down Fluttershy's spine and caused her tail to twitch. Rarity saw, and smiled. Down, down, Rarity moved her hooves, gently easing the tension and the knots from the muscles along either side of her friend's back, to her haunches and back up, easing her hooves against the base of her skull, using her magic to run the teeth of an invisible comb through Fluttershy's thick, pink mane.

"It's wonderful Rarity," Fluttershy sighed. "I could fall asleep..."

"You know," the unicorn said, moving to straddle the softly contoured haunches of her friend. "I did some reading as well." Rarity placed her muzzle against the velvety lining of Fluttershy's delicate ear. "Apparently, pegasi find it quite... pleasurable... to preen one another..."

Fluttershy's left wing snapped open with a feathery *sproing!* Her cheeks turned bright red and she nearly bucked Rarity off her back.

"Oh! Oh my! Oh, Rarity! I'm so... I'm so sorry! How embarrassing!" she gushed, trying bring the errant appendage under control. The unicorn nipped at ‘Shy's ear.

"Hardly, darling... it was just the reaction I was hoping for..."

Fluttershy gulped.

"Would you let me? I've never, but it's the only way I can think of to repay what you've done for me."

"I..." The pegasus began. Her heart hammered in her chest. She knew Rarity could feel it. How could she tell her? How could she confess to her friend? How intimate of an act this was? How, since she'd left Cloudsdale, she had never...?

"Oh my... would I be your first?" Rarity asked suddenly, as if she read Fluttershy's thoughts. The pegasus nodded slowly, her cheeks on fire. Rarity felt her eyes fill with tears. Yet, she was happy. She nuzzled ‘Shy's neck tenderly.  "Spread your wing for me, darling, if you trust me... and I will be gentle."

Slowly, shakily, Fluttershy extended her left wing again. Rarity slid off her back and rested at her side, keeping their bodies touching, and looked at the feathers.

"They shimmer so pretty in the candlelight, Fluttershy," she told her. "I know that these..." She touched the primary flight feathers with the tip of her hoof. "The pennae volatus, are the most important ones. So you must keep them cleanest of all."

Fluttershy took a deep breath and held it as Rarity lowered her head. A moan escaped her lips as she felt the unicorn's warm tongue touch her wing. The delicate lick that tickled her feathers made her gasp. All the way along the edge of her wing, Rarity's lips danced. Fluttershy's leg trembled.

"Rarity..." She managed to groan.

The unicorn did not reply verbally, but instead added a soft nibble to the preen, making Fluttershy squeak. When she reached the tip of her wing, Rarity worked back up the edge, nipping each soft, small feather, supporting the important appendage with her hooves. Fluttershy bit her lower lip and watched her friend with lidded eyes, feeling a rising urgency grow within her.

"What's this?" Rarity murmured, tonguing something hard in the midst of the feathery softness.

"It's... it's a pinfeather..." ‘Shy gasped. "You have to... bite... and break... the keratin sheath... to expose... the new growth..."

"Hmmmm," Rarity replied, testing the pinfeather with her teeth. Fluttershy shivered, panting. Rarity bit down gently.  The sheath gave way with a soft crack.

Shy swallowed a scream, that urgency boiling to a head, rushing into every extremity, filling her existence with warmth.

"Did that hurt?" Rarity asked, hearing her friend's labored breathing.

The pegasus smiled innocently, though her eyes were anything but. "A little... but... in a good way."

"Oh my," Rarity laughed, blushing. Fluttershy joined her in laughter as well, embracing her friend tightly with

forelegs and wings. The pegasus nuzzled the unicorn.

"That was wonderful, Rarity.... thank you," she sighed. Rarity winked.

"Don't thank me yet," she smiled, eyes twinkling. "I only found one pinfeather so far..."

*Sproing!*