----------------- Chapter 2: Rarity -----------------

Lily stretched her arms over her head with a low groan, feeling the vertebrea in her back pop as she stretched. "Ooh, what a night..." She moaned softly, rubbing sore muscles. It had been a short, furiously fast week as Maggie got a sudden influx of new tenants. Lily had been kept busy cleaning and repairing minor things around all the apartments in the complex, though she had earned a decent spot of cash to reward her for hard work. To top if off, Maggie had waived her rent on top of the payment, leaving her with a sizeable portion. Lily felt a little guilty accepting so much money from her gracious landlord, but she wasn't about to complain. Besides, it opened up her finances for some more... Lucrative... Purchases.

She shot a quick glance at the black bag sitting near the door, containing a recent purchase. A tingle rose from her heated crotch as she thought about what lay inside. Grinning to herself, she picked the bag up and deposited it in the closet, humming to herself as she set about cleaning the apartment. Things had gotten dusty, as in the past week all she could bring herself to do was work and sleep. Once the place was tidied, she took a nice shower, shaving all the parts that had been neglected in the flurry of excitement, and feeling rather sexy once more. Until she got a look at herself in the mirror.

"Ugh." She groaned, looking her form up and down. What she didn't like, she could change. Still, the fact that she had let her natural form get so sloppy was upsetting. All changelings had a natural form they took when they wanted to relax and take it easy, but Lily's had just become... Pudgy. A quick shift to her stomach and thighs, and she felt slim and sexy again, if a little more curvy than usual. Hmm... Maybe she needed to slim down some more? Adjusting her bust and hips, Lily looked slim and sleek, her butt still protruding enough to give her hips definition, but not quite so far out to the sides. Her body was slender now, not quite as curvy. A slightly smaller bust and a flatter stomach, not so much meat on her thighs. She turned in the mirror, inspecting parts of her nude body until she was satisfied.

About time for her weekly hike, Lily changed into a pair of short, breezy shorts and a tight-fitting sports bra underneath a muscle shirt. Shouldering her pack, she was out the door, only to nearly run into Maggie.

"Oh!" The elderly landlady smiled as she placed a hand on her breast, possibly stilling a beating heart. "Didn't see you there, Lily. Headed off to your hike, eh?" Maggie patted Lily's stomach with the back of her hand. "Looks like you slimmed down a bit, too! Have you been off to see Aloe and Lotus in your spare time?"

Lily arched an eyebrow. "Aloe and Lotus? Who are they?" Maggie blinked, apparently shocked Lily hadn't heard of them.

"They run the spa across the square," Maggie began, gesturing in a vague direction. "I hear a lot of people go there to relax and get a nice pamper now and then. The way your figure looked, I thought you might have been going there." When Lily shook her head, brow furrowed, Maggie just shrugged and smiled.

"Yeah, the hike is a bit overdue, though," Lily said, beginning the conversation again. "That was a crazy week. I don't even know where you got the idea that I'd have spare time to go anywhere, let alone a spa. Hey, there wasn't anything you needed me to do, was there?" She asked, tilting her head to the side. She had pulled her hair back into a tight ponytail, the long lock bobbing as she moved her head.

"Lily, even if I HAD somethin' for ya to do, I wouldn't ask it of you. You deserved a good rest, love. Go out and get some sun." She gave Lily a gentle hug and a smile before padding away, humming a tune. Lily smiled and shook her head, half because she had taken to the endearing old gal, and half because she wanted to feel her hair whip around her face. Bouncing happily, She made her way out onto the street and down the road, humming to herself as she smiled at passing people. The sights and sounds of Ponyville were always a little subdued, quiet... People greeted each other and chatted on street corners, or called to neighbors out of open windows. In Canterlot, such behavior would have gotten disapproving glares or at least a condescending scowl. What little Lily did know of Equestrian culture was learned first hand in Canterlot, so she was usually shy and reserved... But now, she was learning to open up and fit in, be a part of the community.

The road passed under her feet, eventually leading her out of town and into the surrounding countryside, most of it dominated by Sweet Apple Acres, the Apple family's farm. She walked along a quiet country lane under the looming apple trees, looking up at the ripe, red fruit hanging overhead. Knowing the Apples were kind folk, she reached up to pluck an apple for her breakfast, enjoying the sweet juice and the cool shade. Soon enough, however, she passed even that, and was out into the wide open country, rolling hills and meandering paths greeted her vision as she hummed the same tune Maggie had been. To anyone who might have seen her, Lily was enjoying a hike... But in reality, it was something much more than that.

The last time she had spoken with Chrysalis, her queen had instructed Lily to start running reconnaisance on Ponyville. Never one to question an order, Lily had agreed, taking it as a chance to familiarize herself with the surrounding countryside. In particular, she was looking for a spot many changelings could gather without being spotted. Two weeks ago, she had thought she found the perfect spot, but the sun was lowering and she had had to work the next day. A hurried X on her map had given her the vague location, and she followed it now over a hill and down into a gully. Reaching the bottom, she looked around and nodded satisfactorily. Yes, close to a hundred changelings could gather here without attracting attention, maybe more if they squeezed close. She made a more precise mark on the map and folded it up, noting the high sun in the sky. If she was going to make it back in time for sleep, she had to leave now. Still, it was her weekend, and she deserved a break.

Pulling a pre-made lunch from her pack, she settled into the grass on the side of the gully, the high sun illuminating all of the countryside around Ponyville. She let her eyes soak in the wonderful sight, munching away happily at a fresh salad. Her mind, however, wandered back to Fluttershy... That blissful morning spent making love to the eager avian still burned fresh in her mind. The young woman seemed awfully taken with Liam, the form she had taken to seduce the sultry hermit. It almost broke her heart to take Liam away from her, when she was obviously so smitten. That is, if Lily had a heart to break. Snickering slightly, Lily revisited the wonderful morning again and again, replaying the events in her mind. From the first deep kiss to Fluttershy's fourth, shuddering orgasm, Lily enjoyed herself. Salad forgotten, she pushed her shorts and panties down, spreading her legs shamelessly in the wide-open air. No one was around, none could see her as her fingers slide inbetween her legs.

She slid two fingers smoothly into her waiting womanhood, moaning as she felt the digits curl inside... Settling into an easy, quick pace, Lily cupped her breast with a free hand while closing her eyes and arcing her back. The sound of Fluttershy's voice echoed through her mind as she touched herself, getting thoroughly wet in the process. It didn't take long to reach orgasm, as she hadn't had a chance in the past week to do anything to relieve the stress. Pulling her shorts and panties back on, Lily returned home with a bounce in her step and a smile on her lips.

It was when she reached the square that she noticed the sign above a store she seldom passed, depicting a lotus blossom afloat on a serene puddle. So this must be the spa Maggie had talked about. She slipped inside, smiling as the receptionist greeted her. A foreign-looking girl with long hair held back with a hairband, wearing a clingy dress and bracelets, ushered her forward. She spoke with a heavy accent.

"Come, come. Vat can Lotush and Aloe do for joo?" She asked, smiling with perfeclty white teeth. Sweaty and flustered, Lily probably looked like a customer in desperate need of a bath and a pedicure.

"N-no, not for me! For my sister..." Lily stuttered, taken slightly aback by the overt friendliness.

"Are you shore? Eet looks like you neet some help yourself..." The receptionist eyed Lily up and down, obviously noting sweat-stained clothes and frazzled hair.

"I'm sure. Trust me, I look like this all the time. But, as a gift, and I set up an appointement for her?" Lily felt like being pampered. "I want to pay in advance, so she can just come in and enjoy herself... Poor girl needs it, y'know?" The receptionist smiled and pulled a clipboard out.

"Of korse, darlink! Who ees it for?" She asked, hastily scritching in details on a complex form.

"Her name is Samantha. Samantha Sunrunner." Lily constructed a name as quick as she could on the fly, the talent coming easy through more than a few years of practice. They bantered through a few of the details and Lily paid the full amount, an astounding five hundred dollars for a full treatment, in advance. Feeling her bank account lighten already, Lily waved and turned out of the spa. For a full month's rent and then some, she had BETTER be getting a damn good treatment. Lily returned home and took a quick shower to rinse off the dirt and sweat before stretching out on her cool sheets, sleeping soundly the whole night. The next day came along, and she quickly prepared, trying out the new form in the mirror before dressing.

This time, Samantha was an avian of moderate height, just under 5' 9", and well-endowed in the chest area. Her hair was short, styled, and blonde, framing her face in a layered, textured approach. She stretched her wings experimentally, changing muscle tone and size. It had been a while since she had changed into an avian... She tweaked a few things until she was satisfied, pulling on a dress similar to the one she had worn into the Everfree Forest, the one that had changed with her into Liam for the first time. She slipped out as Samantha, sure that Maggie was either asleep or in her apartment this early in the morning.

The spa had only one opening very early in the morning. Not that she minded, Lily was an early bird as it were. Sadly, it was the only time available that day, though not the earliest. That particular slot had already been taken. To her relief, Lily didn't run into anyone she knew leaving the apartment building, and made it across the square to the spa without encountering anyone of consequence. As she slipped in, there was one other person in the waiting room, clad in a dark blouse and a white skirt, wearing a stylish bonnet with her face hidden behind a magazine titled "Vogue." The receptionist smiled up at her, the same one from yesterday.

"Allo! Do you haff an appointment, or are you settink one up?" She asked. Lily strode to the counter and smiled kindly.

"My sister, darned little thing that she is, decided to surprise me with this." The receptionist, who now wore a nametag labeling her as Aloe, smiled knowingly.

"Aah. A frumpy gurrl, came in here just yesterday. You haff an appointement in five meenutes. Please, haff a seet." She gestured to the waiting area, and Lily flashed a kind smile before sitting and crossing her legs. It wasn't long at all before someone else came out of the back, her nametag reading Lotus. She called Samantha by name, who stood and nodded. Then she said the most damndest thing.

"Miss Rarity? Would you like to reschedule? I understand Miss Fluttershy isn't here yet..." Lily fought to keep her expression straight as she turned to look at the other patron who had now lowered her magazine. There she was. Purple hair, pale skin, even her facial expression was the same as the last time Lily had seen this particular woman.

Rarity.

Mother fucking Rarity.

"Fluttershy normally doesn't miss our spa days... As much as I'd hate to," The haughty Magi stood with a sigh, straightening her skirt before continuing. "I think I'll reschedule for next week." Lotus flipped a page on the clipboard in her hands, furrowing her brow.

"Well... If Miss Sunrunner doesn't mind, you're more than welcome to join her." Lotus turned her head to Lily, who raised and dropped her shoulder indifferently, feigning a warm smile at her target. Rarity drew a lipsticked lip inbetween her teeth, gnawing on it thoughtfully. Lily's heart hammered in her chest.

"Oh, why not? I'm sure Fluttershy would want me to enjoy myself anyways." Rarity beamed and stepped forward to take Lily's arm in hers, half-dragging, half-escorting her into the back. "Come now, dear, and let's enjoy ourselves!" An easy, lilting laugh came from her Magi objective as they swooped into the back. Lily stuttered and stammered, her feet catching together as she followed after clumsily. They entered what appeared to be a changing area, Lotus smiling as she swept past them, leaving it to Rarity, who obviously knew what she was doing.

"Uuh," Lily opened her hand after the retreating spa technician, but Rarity tsked and pushed her hand down.

"First time at a spa, darling?" Rarity asked, pulling her bonnet and glasses off. Lily glanced at her and found a blush rising to her cheeks. What was supposed to be a relaxing day being pampered and relaxing, enjoying her good fortune was quickly turning into a rather stressful experience. Not only had she ran into one of her targets, but now she was forced to spend the next two hours with said target, and she wasn't even prepared! Rarity was one of the ones she wanted to leave for later, not right after Fluttershy!

Rarity broke her train of thought with a smile as she continued. "Well, first things first, we're doing mud baths. So, come now, off with that ratty old thing!" Rarity herself began to strip, disrobing with what seemed like practiced ease. In a matter of moments, she was down to her panties and bra, the dark blouse and skirt tossed into one of two baskets sitting on a nearby counter. Lily struggled to catch up, pulling her dress over her head, though her eyes couldn't help but wander back to the woman stripping before her very eyes.

"Uum..." Lily stammered, flushing a little. "Everything off?" She asked hesitantly. Rarity straightened, her fingers having just popped the clasp on her bra.

"Of course! What, do you want to get into a mud bath with your undies still on? Don't be shy, let's see what you got, girl." Rarity slid her bra down her slender arms, exposing what had to be the most shapely pair of breasts ever. They couldn't have been bigger than Lily's, but she was so... Toned. The flesh looked firm as can be, and didn't jiggle whatsoever when she moved. Lily was caught staring, and Rarity just smiled in return. "Like what you see?" She teased, using her arms to push those magnificent, dilectable breasts together. Lily blinked and shook her head, flushing as she glanced away.

"Uuh... Well. Yeah..." She absently raised a hand to her own large bust, suddenly feeling like she had made herself too big. Turning even deeper red, she pulled her own bra off. Only Rarity could make the lusty lieutenant of the changeling army fucking BLUSH. Her impromptu partner grinned and slipped behind Lily, wrapping her arms around her from behind and grasping her chest firmly. Lily yelped and fought away the encroaching hands rather unsuccessfully.

"Come on! You've seen mine, now let me see yours! Don't by shy!" Rarity laughed and groped Lily, who was caught halfway between a laugh and a cry of outrage and denial. Pushing away, Lily covered her chest, still blushing in addition to the ragged breath. She felt her fatty flesh spill over her arm, and suddenly felt disgusted with her breasts. Rarity just laughed it away, an arm across her flat stomach. This was schoolgirl locker room shit. Not the type of sweet seduction Lily had been hoping for. She piled her bra and dress in the basket next to Rarity's as the two women set about to stripping the rest of the way. Thankfully, the vuluptuous woman didn't give her any grief about what lay under her panties, though she noticed Rarity's eyes flickering downwards more than once. Not like hers didn't either, but still. She was glad she shaved this morning. Rarity wore hers in a neat triangle, obviously trimmed.

"Ready?" Lotus asked, peeking her head in on the two women. They nodded, Rarity looping Lily's arm through hers as they made their way out to the mud baths. Thankfully, they were seperate, sitting side-by-side and sunk into the tile floor. Rarity slipped away and settled into one right away, shivering as the cool mud wrapped around her body.

"Ooh." She exclaimed before slowly sinking in, laying back and resting against the wall. The mud covered her up to her neck, and Lily was glad that particular distraction was now gone. She settled into her own tub next to Rarity's, just as Lotus and Aloe set about to wrapping their heads with heated towels and covering their eyes with cucumber slices. She let herself relax, groaning as she felt the cool mud soak into her skin, nourishing it with it's wonderful mix of vitamins and minerals. Just as she felt herself begin to truly relax, however, Rarity started talking.

"I never did catch your name, I'm afraid." She started, and even though she was blind from the obscuring vegetable, Lily knew Rarity had turned her head to talk to her.

"Uuh, Sam... Samantha Sunrunner." She stuttered slightly, still remembering the little foray with Rarity in the changing room. Lily was glad the sultry little Magi couldn't see her blush.

"Well, Sam, your dress was, and pardon my saying, but just atrocious. You just HAVE to come by my boutique... I love your fabric choice, but the fit was all wrong. We'll just have to re-fit it for you." She teased. Oh no. Lily knew where this was going already. She wasn't going to get much relaxing done at all.

She was one hundred percent right. Rarity was a natural gossip queen, chatting about this and that, and one person's habits or another's dirty little secret that everybody knew. Her sentence always started with "I heard that..." Or "Did you know?" And she could go for five minutes straight without a breath. Lily did her best to keep up, but listening to Rarity go on and on about Ponyville life was just... Arduous. Near the end, she just toned her out, trying hard to focus on the massage that was supposed to be wrapping up the treatment. Only when she heard her name repeated with the "A" in the middle stretched out to get her attention did she actually listen.

"Hmm? Oh, sorry, I was... Lost." She muttered. Lotus' hands were almost good enough to drown out Rarity. Almost.

"I said, I'm having a little get-together next weekend at my Boutique. Not those stuffy fashion shows, no, just a little bit of upper-crust mingling and whatnot. You're more than welcome to join if you'd like." As much as sitting through an hour and a half of Rarity's mindless droning was excruciating, she dared not think about a nighttime party with the same... Still, Rarity WAS one of her targets... Like it or not, she had to bed the talkative fashionista. She summoned a warm smile and turned to look at Rarity.

"I'd love to, Rarity. Thank you for your invitation." The magi beamed and looked up at a focuing Aloe, and asked what time it was.

"Eet's Ten-thirty, Mees Rarity." Aloe said, pausing her hands. Rarity scrunched her brow down for a few moments before waving Aloe off her.

"I nearly forgot, I have a lunch date with Sapphire Shores... If you'll excuse me, Samantha, I must be going early." Oh, no, anything but that... Lily bit back the sarcastic remark, instead frowning at Rarity.

"Really? So soon?" She asked, Lotus' hands pausing as well.

"Oh, you know, business is business. But! Next Saturday, at my boutique, nine PM. Don't be late, darling. Ciao!" She turned and walked out, allowing Lily to watch the indignant twitch of her firm ass on the way. She groaned and relaxed into the massage chair, just in time to hear Aloe scoff and say something that caught her completely off-guard.

"What a bitch." She said in a low tone, standing on the opposite side of Lotus. Her co-worker nodded knowingly and rested her hands on Lily's back once more.

"Can never get to the fun parts with her around. And now, Miss Sunrunner. Would you care for our... Ahem... Deluxe package?" Lily cracked a wide smile and turned over, nodding just as Aloe's soft lips pressed to hers. Lotus' hands slid lower, and Lily got exactly what she paid for...

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Dressed in the re-fitted attire Rarity had insisted on doing pro-bono, Lily made her way across the street to Rarity's boutique, where soft classical music and sounds of conversation wafted across the pavement. Thinking of Rarity brought her mind back to the spa, and how Lotus and Aloe had earned a lifelong customer. She smiled inwardly as she entered the high-class party, feeling surprisingly at home amongst the other citizens of Ponyville's high society. She hadn't been there more than a minute before that familiar voice called out to her.

"Darling!" Rarity swept in and wrapped Lily in a hug, laughing as Lily returned it happily. She wasn't going to enjoy this, but Lily was determined to please her queen, and that meant pleasing Rarity. As the other woman pulled away, Lily finally got to see what she was wearing. A voluptuous purple dress clung to Rarity's curves, pushing her already-firm breasts up even more, her wonderfully erotic cleavage showing off quite a bit. The dress cut off mid-thigh, a thin stripe of pale flesh showing between the hem and the start of Rarity's heels, which clung to her legs as tight as stockings all the way up to three inches shy of the dress. Around her left wrist were golden bangles, and they jingled as she ran a hand back through her wavy, perfect hair. Lily swallowed hard and smiled.

"My goodness, Rarity, you look incredible." It was truth. If Lily could just look over this stuck-up snob's personality flaws, she might actually enjoy herself tonight. Stripped naked, clad in a classy dress, it didn't really matter. Rarity was a picture of beauty all around. As a waiter with a tray of champagne passed, Rarity snatched two glasses and pushed one into Lily's hands.

"Cheers, darling." She said, clinking them together before taking a hearty sip of her own. "I must say, that trip to the spa must have done you wonders. You're positively glowing!"

"Yes, Lotus is surprisingly f-" She was going to say 'Flexible' but quickly changed it... "Full. Of. Knowledge! She taught me a few very simple tricks to relax." Rarity laughed, a natural sort of laugh becoming of a woman of her stature.

"Come now," She said, looping her arm through Lily's and leading her into the crowd. "As I understand it, you're new here to Ponyville. And your sister, Lily, works with Maggie at that apartment complex, just off of City Square, right?"

"Well, yes. How, pray tell, do you know that?" Lily asked, slightly concerned now.

"A lady doesn't kiss and tell," Rarity said with a sly wink. Lily wasn't sure how much, if any, Rarity had had to drink, but she could have sworn there was more meaning behind that wink than there should have been. Lily chuckled and gave Rarity a gentle peck on the cheek.

"Well, you would be correct. You know how it is, never move to a town until you see what the local spa is like, right?" She and Rarity shared a laugh as they stopped short of a group already involved in conversation. It seemed to cease as Rarity cleared her throat.

"Everyone, I'd like you to meet Samantha Sunrunner. She's brand-new in town." Smiles met her as she was soon enough the center of attention, asking questions and answering them in equal measure. She was introcuded to Hoity-Toity, a nickname, it had to be... Surprisingly, Ponyville's mayor, who never missed a social function, despite her awkward name, and a man named Rich, who's striking smile had probably earned him as much money as hard work. Which is to say very little. Lily knew a backstabber, a schemer, and a swindler when she saw one. Still, she shook the slimy bastard's hand and remarked on his well-groomed hairdo before mingling some more. Some time in the night, she and Rarity were seperated, which gave Lily time to slip into the bathroom and check her purse. Thankful the purchase that had previously inhabited her black bag was safe, she smiled and returned to the party, only to bump into Rarity again.

"Aah! Listen, Samantha, glad I caught you." She said, slipping an arm around Lily's waist and drawing her close. "Things here are getting a little too dull for my tastes. We're going to the afterparty at my house, but don't let Hoity or Rich know, they'll just ruin the fun." Lily smiled and nodded, leaning in to whisper into Rarity's ear.

"Fun as this was, I'm looking forward to something a little more... Ahem. Personal." Rarity pulled back, her expression blank for a few long moments. Lily blinked, fearing she may have just blown her chance. Then a smile broke out on the shining, lipsticked mouth of Rarity's.

"Why that sounds just..." She inhaled through her teeth. "Lovely." They made a show of crossing the floor of the boutique to another group of influential individuals, made their hellos, serruptitiously slipped through the party, and out a side door. "Not to worry," Rarity reassured her, just as Lily was about to remark on the absnece of other people around them. "Anybody who's somebody knows my home is always the place to be after a social event. If they aren't waiting for us, they will show up momentarily." The thought of being alone with Rarity both scared and excited Lily. Scared because she feared another episode in the spa, but excited at the prospect of taking her essence... They arrived at a large house a few short blocks away, but surprisingly enough, there was no one waiting for them. At least, not on the front porch.

"Huh. I could have sworn I saw at least the mayor leave early, thought she was coming here. Oh well, guess it's just us." She unlocked the front door and ushered Lily inside, where she was greeted by an expansive living room furnished with leather designer furniture.

"So. This is the famous Rarity's home." Lily said, running her fingertips over the back of a couch.

"Oh, it's nothing. Just a place to relax with friends, you know..." Rarity carried on, serruptitiously locking the door behind her. "Can I get you something to drink? Water, tea perhaps?" Lily just shot Rarity a grin.

"Brandy, I should think... Don't tell me you're lacking?" She arched an eyebrow challengingly. Rarity just grinned in response.

"I think this is the start of a very beautiful... Friendship." She admitted, clicking along the hardwood floor to a liquor cabinet. Sure enough, a diamond tumbler of amber brandy was extracted, and Rarity filled two glasses with a finger and an icecube each. Passing one to Lily, she clinked them together before taking a sip, toasting the start of the night. They sat and chatted, laughing and teasing most the night. Rarity was actually okay, though Lily wasn't sure if it was the alcohol making her seem that way... Maybe when she was in public she tried too hard to make a good impression? That would explain the awkward one-sided conversation at the Spa last weekend...

Memories of the spa shifted Lily's psyche into a different gear, and the flush on her face intensified at the memory of Aloe's careful touch, Lotus' flexibility... Rarity seemed to notice, and she smiled over her nearly-empty glass. Her fourth, if Lily was counting properly. "Something catch your fancy?" She asked, snapping Lily out of her reverie.

"Hmm? Oh, no, not really, just... Remembering something." Her thighs squirmed together, and that did not go unnoticed by Rarity either, who was probably feeling just as frisky right about then.

"Care to share?" Rarity's low tone was a different one altogether, gone was the high-and-mighty entitlement, replaced only by lusty curiosity. The alcohol weakened Lily's inhibitions, and she shared everything about the twins eagerly. Poor Rarity, though, hadn't been offered their services. To her, this was the one bit of Ponyville's secret side she hadn't known about.

Flabbergasted, she stared at Lily sharing how the foreign Aloe could lick, how Lotus' slender form could bend and twist, licking and touching in equal measures parts that probably ought not to be licked and touched simultaneously. The story was certainly arousing Lily, she wondered what it was doing to Rarity... In fact, it had been a little time since she had even glanced at her partner for the evening... Who was now currently sliding her fingertips over the crotch of a lacy black thong...

"Aah..." Lily paused in her story, taken aback by the rather arousing sight. Rarity stopped, but didn't pull her hand away either, both of them caught in an awkward moment. Blushes intensified all around as Lily slowly got up and pulled the blinds on Rarity's windows.

"What are you...? Rarity started to ask, but quickly shut her mouth when the last blind was drawn and rotated so none could see inside. Lily returned to her chair opposite Rarity, spreading her own legs and pressing her fingers to the crotch of her moist panties.

"Don't let me stop you." Lily said gently, smiling as Rarity resumed what she had been doing before. The two ladies watched eachother's teasing motions, neither of them exposing anything, not quite yet... But certainly looking, and enjoying what they saw... Lily's eyes were fixated on Rarity's fingers, sliding up and down the slick fabric smoothly. Glancing upwards gently, Rarity's own eyes were fixated on Lily's fingers.

Why not give the girl a show? Gently, she peeled her panties aside, revealing her completely hairless, slick, pink lips. Rarity tensed visibly, her fingers pausing only momentarily before following suit, exposing her own wet core. The two women, breathing heavy, proceeded to please themselves, rubbing and fingering, watching the other... It was so very... Voyeuristic.

Fuck this, I can't take it anymore. Lily kicked her heels off and stood, padding across the hardwood floor to where Rarity sat, who now looked up at her with big, shimmering eyes. "What are you..." Rarity was cut off as Lily pressed a moist finger to those shining lips, silencing the lusty Magi.

"Just let me." Lily muttered gently, sinking to her knees in between Rarity's open legs. Her hands slid up those creamy, smooth thighs, urging Rarity to spread some more. She felt hands push back through her short, sandy blonde hair, caressing her scalp. Lily smiled and sniffed experimentally, catching the scent of Rarity's wet, musky womanhood. A shiver ran through Lily as she kissed the joint of Rarity's leg and crotch, the corner of her mouth getting just a small bit of wetness on it.

Lily took a moment to strip Rarity's skimpy thong off, tossing it aside before returning her attention to the rather delectable sight before her eyes. Moaning gently, she opened her mouth, letting Rarity feel her hot breath wash over the waiting flesh. Rarity arched her back with a deep groan, and Lily swore she saw the core muscles flex inside Rarity's waiting slit.

"Darling..." Rarity groaned, her fingers tightening in Lily's hair. She just smiled up, her gaze sliding up the curves of the purple dress that still clung to her target's voluptuous form.

"Yes, love?" She teased, kissing the small triangle of soft hair just above that delicious, wet gash.

"P-please... Don't tease..." Rarity blushed and looked down at Lily, her cheeks a delightfully embarrassing shade of red.

"Then you'll just have to beg for it." Lily countered, kissing a touch lower, her lip just barely brushing Rarity's swollen clit. Her partner moaned and arched her back, squirming her hips rather seductively. It was working, too... Lily didn't know how much longer she was going to be able to hold out... Rarity surprised her by standing then, urging Lily to her feet.

"Come to bed with me." Rarity panted, kissing Lily firmly before dragging her along. She remembered to snatch her purse before padding after the insistent woman. Barefoot, her feet made a contrasting swishing noise when compared to Rarity's clicking heels across the hard floor. Lily was led through the house turn by turn, finally pulled through one last doorway, leading to an extravagantly-appointed bedroom. The massive four-poster bed was hung with dark drapes, the sheets apparently a smooth silk. Rarity set to removing her heels, the designer article obviously more tricky to get out of than originally thought. Soon enough, though, Rarity's long, smooth legs were bared, and she turned her back to Lily.

"Would you unzip me, Sam?" She asked in that low, sultry tone of hers. Lily could do little else than oblige, stepping forward to slide the small zipper down Rarity's spine. Her hands slid under the fabric, easily parting it from the waiting flesh underneath. Gently, Lily pushed Rarity's dress off, letting it fall to the floor as her chest pressed against Rarity's back. The lusty groan that accompanied her movements told Lily that Rarity was REALLY enjoying the teasing. Lily, on the other hand, was not. She wanted more, and she wanted it now. Plunging her fingers down Rarity's front, Lily quickly slid her middle finger into Rarity's wet slit.

"Aahn!" Rarity gasped, flexing but not pulling away.

"I knew you were liking this." Lily whispered into her ear. "Look how wet you're getting..." She pulled the finger out, holding it in front of Rarity's face, the digit shining with evidence of Rarity's arousal.

"D-don't talk dirty like that..." Rarity whimpered weakly.

"Don't tell me what to do." Lily countered, sliding her hand down once more to start toying with the naughty fashionista's clit. Rarity gasped out loud and twitched, shivering as the pleasure ripped through her.

"Aah, God yes!" Rarity whimpered, her hands grasping the edge of the nearby dresser. Lily pressed more firmly to her back, her other hand sliding up to grasp Rarity's perky breast, pinching the nipple firmly.

"Tell me what you want." Lily whispered into the twitching woman's ear. "And I just might give it to you." The withering glare Rarity shot her was priceless. Rarity tried to turn, but Lily's strong arms and a firm pinch to the nipple inbetween her fingers cautioned otherwise. The magi in her grip whimpered, her smooth lips dripping now. Rarity inhaled deeply, her entire body shaking before she released the breath, and her wishes, all at once.

"Just... Do anything. Please, I want it. Your tongue, your fingers, your breasts... Anything." Rarity panted, finally giving in. Lily smiled and removed her fingers from Rarity entirely, stepping back to strip her dress and panties off. Now both women were bare, their skin quivering in the cool air. Lily would be lying if she said she didn't want this...

Somehow, both of them found their way to the bed, kissing and groping as they stretched out on the smooth, silky sheets. A stray thought went to her purse, sitting on the nearby dresser, and she made a note to remember it for later use... Her attention returned to the moment at hand, and she flinched in surprise. Sometime during her brief reverie, thinking about the special purchase in her bag, Rarity had rolled on top and turned around, so Lily was staring straight up at Rarity's womanhood, hovering just a few inches above her face. A quick glance down her own body showed Rarity smiling up at her, their bodies stretched out in one of Lily's personal favorites.

It happened simultaneously, both women pressing their tongues to the other's waiting pussy. They even groaned at the same time. Rarity's tongue was surprisingly strong and firm, sliding into Lily nice and deep. Lily, on the other hand, was more gentle and dexterous, flicking Rarity's clit and sliding over the entirety of her wet lips. It didn't take long at all, both of them obviously wanting this very bad. Lily's hips bucked as Rarity dropped her own, both of them cumming in the other's mouth.

"Haah." Lily pulled away with a breath, her fingers taking place of her tongue to slide over Rarity's dripping womanhood. The moan she got urged her on, so she slid her fingers inside, two of them spreading the tight labia apart. Rarity twitched, obviously too inundated with pleasure to return the motion. Lily was fine with pleasing the other, though, so she slid her free hand up to twitch Rarity's clit, doubling the pleasure. It worked almost immediately. Rarity twitched and gasped, sitting up slightly.

"Sam, I'm... I'm gonna..." She was relentless. Pushing her fingers deep, twitching that swollen nub of flesh faster, Lily pleasured her partner as best she possibly could. Apparently it worked. Rarity clamped her center around the two fingers inside herself, gasping as her wetness oozed out gently. Lily caught the few drops in her mouth as they fell from her fingers, moaning at the erotic, vile taste. Now was the time. Lily slid out from underneath Rarity, who took the opportunity to collapse onto the sheets.

"And now." Lily said in a low, sultry voice as she slipped over to her purse. Reaching a hand in, she pulled her new favorite little toy out, turning to Rarity with it in her hands. She saw the magi's eyes widen in both shock and anticipation.

"Is that..." She muttered, starting to slowly sit up.

"A strapon." Lily confirmed, stepping into the black leather harness. She tightened the straps until the purple dildo stood straight up and away from her body. The bulge on the crotch pressed against her own center, making her shiver with the pleasure it caused. It was designed so that each thrust she gave to whomever would put pressure on her clit, making for pleasure all around. Rarity scooted away, suddenly fearful. Oh, that expression... It was priceless. Lily slid onto her knees, pulling at the cord that shut the dark curtains all around them. Enclosed in their own dark, silky heaven, Lily crawled across the bed towards a fearful Rarity.

"Sam, I... I never used..." Lily cut her off with a kiss.

"You're not the one using it. Relax, Rarity." Lily urged, gently pushing Rarity onto her back. She obliged, flushing even more if at all possible. Lily used her knees to spread Rarity's legs, settling between them gently. Pulling one of those long, slender legs over her shoulder, Lily pressed her hips forward, one hand guiding the formidable head against Rarity's wet center. Her partner resigned to it, moaning at that first touch of the ridged purple head to her sensitive clit.

"D-do it." She whispered, ready for it. Lily pressed forward, peeling Rarity apart as she felt each ridge slide inside the hot, dripping slit just waiting for it. Rarity arched her back, shivering with her mouth open, gripping the sheets in her clenched fists. Lily arched an eyebrow.

"D... Did you just cum?" She asked, resting a hand on Rarity's quivering stomach. Nodding slightly, Rarity relaxed ever so slowly, her breath finally leaving her lungs.

"Don't stop. Please, keep going." Rarity begged, looking up at Lily with half-closed, eager eyes. She had no choice but to oblige, sliding the rest of the strapon in, feeling the pressure on her own sensitive clit. She started thrusting smoothly, moaning as she felt Rarity's walls clench, making it harder to slide in. Not that it slowed her, she just moved harder. Lily pressed her lips to the back of Rarity's calf, moaning into the soft flesh while she plunged the strapon deeper, faster... Another orgasm gripped Rarity, but Lily didn't stop, just kept pushing. She reached her second, rubbing her clit against the bulge in the crotch as she felt wetness drench the black leather. Rarity gasped and moaned, every muscle in her curvaceous body flexing under Lily's rough thrusts.

Four down. Lily thought to herself, smiling down at Rarity's pleasured expression. Time to wrap it up. Her fingers slid down Rarity's stomach, feeling the pulsing flesh move under her careful touch. Her fingertip found Rarity's swollen clitoris, rotating that magical little bundle of nerves side to side in time with her deep thrusts. The reaction was priceless.

"N-no! I'm... Aahn! Oh sweet Celestia, yes!" Rarity writhed and bucked her hips, fighting Lily every step of the way. Lily, in return, just kept sliding in, going deeper and harder, panting with the effort. The sheets underneath Rarity's hips were positively drenched, and the sheen of sweat on both their moving, pulsating bodies was evidence of how lovely this entire experience was.

"OH YES!" The sudden orgasm nearly caught Lily by surprise. Her eyes opened wide and she stared down at the twitching magi beneath her, Rarity's entire body convulsing with the force of her orgasm. Just as soon as Rarity's eyes closed and stayed that way for a little while, Lily placed her hand on the heaving woman's chest. Feeling a desire of a different sort well up behind her chest, Lily pulled at Rarity's essence. Much to her surprise, the glowing orb of desire slid out and into Lily's palm without any effort. She gave a wicked grin and pushed the dark blue orb of ephemeral smoke into her chest. Rarity collapsed into the sheets, the tension leaving her muscles.

"My goodness, darling, that was fantastic..." Rarity breathed, positively glowing in the aftermath of such an intense orgasm. Lily just smiled and leaned in to capture her lips, moaning as she felt arms circle around her waist, pulling her down into the bed. The two of them stretched out, kissing and tangling their legs together. After cumming as many times as she did, Lily didn't think she'd hear the words that came out of Rarity's mouth next.

"Such a wonderful little device. Would you... Mind if I tried it out?" She asked, hooking the waistline of the harness, her lips spread in an evil grin of her own. Lily loosened the straps around her waist and pulled it off, watching Rarity adjust for her slightly larger hips. The shining dildo was slick with love juice, and the thought of Rarity's sweet slip rubbing against her own juices made her wet once more. No way, she couldn't be ready again, could she? Shivering, Lily spread her legs.

"Right then," Rarity moaned, leaning in. "Let's begin, shall we?"

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Sore, tired, and happy as can be, Lily had managed her way home on the one part of her body that hadn't received any exercise. Thankfully, she had a natural talent for flying, so she was able to land on the tiny patio of her apartment without any trouble. Not even bothering to remove the dress she had hastily thrown on, Lily collapsed on her bed and slumbered away the rest of her weekend. She awoke late Sunday, feeling stuffy and a little musty. A long shower fixed that, and she set about to doing laundry while thinking about the intense night with the relentless Magi. Rarity may have been a chatterbox, but no one could fuck like her...

Laundry complete, Lily sat cross-legged on her bed and breathed deep, focusing her own power on her breast. Just like with Rarity, she found she could pull the essences out of her own body with ease. Holding both the glowing, pulsating orbs above her palm, she snatched the mirror off her bedside table and called Chrysalis, who answered after a short pause.

"Liliana, so good to-" Chrysalis stopped almost immediately. Lily just grinned into the mirror.

"So soon?" Chrysalis continued.

"Of course. Would you expect any less from your best lieutenant?" Lily teased, rotating the two essences in a circular motion.

"How does it feel?" Apparently, the queen wasn't one for much praise.

"Like all the power in the world is at my fingertips." Chrysalis grinned in that wicked, meaningful way she did... Lily knew she was going to be well awarded for this.

"I wasn't expecting so much progress, Liliana. Two essences in three short months. Let me know when you acquire the next essence." The mirror faded, leaving Lily a mixture of pleased and disappointed. She was happy that Chrysalis was not expecting so much progress. Truth be told, neither was she. But she could have had something more than a passing greeting and an order. Heaving a sigh, she settled the two inside her breast once more, feeling the power nestle in behind her heart. It felt warm and relaxing, and she felt relaxed, energized, recharged. Full. Like she could do anything. Padding over to the window, Lily pulled the drapes aside and peered out, leaning her shoulder against the windowsill. Her lips cracked into a soft, happy smile.

"Two down, four to go. I'm going to need to step up my game."

-=EDIT=-

Re-reading old chapters, you tend to pick out a few things here and there. Rarity actually said "God" a few times in this chapter originally. I switched these around. Aside from that, I couldn't spot any spelling or grammatical errors. Surprisingly aroused at my own work... Not sure if conciet or quality. *Shrug*