The next day, Rarity and Octavia both arrived at school early, before the students even showed up. As such, the area around the school was completely barren and silent as a grave.

"So… why are we here in school on a Saturday again?" Octavia asked.

"To have a little fun of course and not to worry, Celestia will, how I put it, turn the other cheek." Rarity said jokingly yet assuringly at the same time.

"Celestia is okay with this?" Octavia remarked in surprise.

"Of course, she is the club advisor." Rarity reminded her.

"Oh yes, I almost forgot." Octavia replied.

Rarity and Octavia arrived at the front door of the school as Rarity opened the door.

"After you." Rarity offered, opening the door for Octavia.

"Why thank you." The cellist replied graciously as she went in before Rarity followed her.

The two girls go into the school and gaze around at the emptiness surrounding them.

"Oh my, I never knew how empty the school looked without all the other students." Octavia pointed out, looking how empty it was.

"It truly is a breathtaking view isn't it?" Rarity asked, taking in the view of no other students here.

Octavia then got an idea as she had a naughty grin on her face.

"And speaking of view," The cellist started as she then got in front of Rarity, bent over and asked, "What do you think of this rear view~!"

Octavia then flipped her skirt up and mooned Rarity, showing her light gray ass to the fashionista and much to her delight.

"Ah!" Rarity screamed in surprise, but then giggled and replied, "Oh okay, you got me."

"Oh, I'm sure you're used to it by now." Octavia smirked as she stood up.

"Oh-ho, beyond." Rarity boasted. She gave Octavia a knowing grin. "Shall we?"

Octavia grinned back. "We shall."

The two girls quickly began stripping off all their clothes. Once they pulled their shirts up over their heads, unzipped their skirts and let them drop, they reached behind their backs and unhooked their bras. They drop their bras before hooking the waist bands of their panties and pulling them down to their ankles, they step out of them before pulling off their socks and footwear.

"Ooh my…" Octavia spoke and shivered a bit, "It's a bit chilly in here."

"Oh yes it is." Rarity added, "Perhaps we start off easy and just go bottomless for the day."

"Excellent call." Octavia agreed but quickly gained a naughty smirk and added, "But let's leave our bras out."

She and Rarity then put their tops back on and left the bras, panties and skirts off. Both of the girls were now bottomless.

"Ah, much better." Octavia remarked as she then looked and saw Rarity's booty in all its glory, "And an even better view~."

Rarity's rump vibrated on its own again. "Ooh! My derrière would like to thank you."

Octavia felt a shiver as her own rump vibrated. "Ooh! Yes, yes, staring at you is also a delight, darling."

"My word, Octavia!" Rarity gasped. "Are you also able to understand your own butt? Does it…"

"Also seem to have a mind of its own?" Octavia finished before her butt vibrated. "That would be a 'yes'."

"But… when?" Rarity wondered.

"It started to shake on its own shortly after our romp at your home. It seems whatever is making your derriere come alive is also affecting my own." Octavia remarked.

"I may have to ask Sunset and Twilight about this." Rarity mused.

"With that said, where do we start our naughty escapade?" Octavia purred, shaking her hips.

"So glad you asked." Rarity grinned seductively.

Before long, the two fancy girls were pressing their glutes against a set of lockers, shivering as the cool metal made contact with their flesh while their butt cheeks flattened against them.

"Oooh… oh my, this feels so cold." Octavia remarked, while rubbing her ass on the locker.

"It is… but you do get used to it." Rarity assured her.

Soon the two girls moved their butts from the cold metal lockers as they stepped forward and turned to admire the visible butt shaped marks on the lockers.

"Oh my,." Octavia muttered, surprised by the mark it left.

"Yes it's quite a sight to behold isn't it?" Rarity asked, while looking at her mark.

"It truly is." Octavia replied.

"So any naughty fantasies you have you want ro do at school?" Rarity asked.

Octavia thought for a moment and said, "Well there is one that I always wanted to do."

The two girls are now in the library where Octavia is sitting on the photocopier.

"I've always wanted to try but I never wanted people to see me as a-" Octavia started before Rarity finished her sentence saying, "Butt exposing exhibitionist~."

"Exactly." Rarity replied.

Octavia turned the photocopier and scanned her bare tush just like Rarity and Twilight had done some time ago.

"Tingles, doesn't it?" Rarity remarked.

"Yeah, it kind of does. I almost feel sooo bad for Cheerilee when she has to come in and see this tomorrow." Octavia grinned coyly, making her friend snicker.

"Indeed." Rarity agreed before a picture of Octavia's bum slid out of the machine, she quickly took it and giggled as her friend hopped off it, looking curious. "Look at that bum! Heh, heh, heh! So beautiful…!"

Octavia's eyes widened a little bit in surprise when she saw the result. "Oh my gosh. It looks even bigger than I imagined it would look." Her cheeks flushed as she examined her first cheek copy, noticing how much her glutes flattened against the scanner.

"Just imagine how I felt when I first saw mine." Rarity giggled, nudging the blushing sciencey girl beside her. "Actually, since we're here anyway, I might as well do mine too."

The fashionista smirked and went over to the machine, turning around and hopping up onto it, letting her bare ass squish against the slightly warm scanner, since it had just been used by her friend. She quickly pressed the button and let it scan her tush while Octavia held onto her own and stared at it with a red face.

"Oh my, in all my time I never knew my bum was this big." Octavia remarked looking at her butt copy. "It still amazes me."

"And to me as well." Rarity replied.

Just then the two girls heard a voice, making them jump.

"Hello? Is someone there?"

Rarity and Octavia immediately hide behind the bookshelves as they see its Wallflower Blush.

"Who is that?" Octavia whispered.

"That's Wallflower Blush, what's she doing here?" Rarity asked in a hushed tone.

Wallflower looked around and saw the photocopier was on.

"Hm, why's the photocopier on?" Wallflower asked as she felt it was warm and asked, "And why is it… warm?"

Rarity and Octavia silently giggled while Wallflower looked around to see no one was there as she then gained a naughty smirk.

"Well since no one is around, I might as well do my thing~." Wallflower purred as she then unbuckled her belt and pulled her pants and panties down as Rarity and Octavia saw Wallflower's booty, which surprised them.

Like Applejack, Wallflower's butt had freckles on both cheeks and she was definitely proud of them but what surprised both girls was that the unnoticeable girl's butt was slightly bigger, which defined bubble butt.

"My goodness she has some tush." Octavia whispered, surprised by how big Wallflower's butt is.

"I agree, she could possibly be a bit bigger than us." Rarity added, equally surprised.

Wallflower smiled as she walked proudly bottomless of course, with nothing to hide her fat ass.

"Look at me everyone! I'm not wearing any pants!" Wallflower exclaimed to an invisible audience as Rarity and Octavia peaked at what she's doing.

Wallflower then jiggled and shook her booty at the "audience" she was imagining unaware that Rarity and Octavia were watching the show she was putting on.

"Goodness, she's a full born exhibitionist." Rarity remarked in a hushed tone.

"I'll say. Were you like this when you did it the first time?" Octavia asked in a hushed tone.

"Yes, but I did not do this much twerking." The fashionista admitted in a hush tone.

"Gosh, she is quite nimble for having so much 'junk in her trunk' as it were." Octavia marveled.

The girls saw Wallflower start clapping butt cheeks making an audible clapping noise as they heard her laugh haughtily.

"You guys love that~?" Wallflower asked the invisible audience, as she got into a squatting position and jiggled her mint freckled green booty at the invisible audience.

"Should we…?" Octavia started.

"A few more minutes darling." Rarity interrupted. "I want to see where this goes."

The two girls continued to watch Wallflower twerk and shake her ass as they saw her spanking her own booty.

Wallflower grinned ear to ear. She finally turned around and jiggled her large, beautiful backside at the invisible viewers before she ran her hands through her hair before running them back down to smack her ass before grabbing big handfuls of them.

Smack! Smack!

The two girls saw how much Wallflower's butt jiggled with each spank she gave her mint green ass.

"This is so awesome!" Wallflower exclaimed. "And the best part is, I'm the only one here."

"Ahem."

Wallflower screamed in alarm with a red face before she turned and saw Rarity and Octavia nearby and watching her.

"Rarity?! Octavia?! What are you two doing here?!" Wallflower exclaimed, both scared and embarrassed. She quickly remembered that she was bottomless and covered herself up as best as she could. "How… How long have you been here?!"

"Oh… a while." Rarity shrugged.

"Try the whole time." Octavia added. "Although I must say, your twerking was quite impressive."

"You saw all that?!" Wallflower realized in despair. "Oh… Please don't tell anyone! Please!"

"Now, now, darling, relax. You're not the only one who's half naked." Rarity reassured as she and Octavia came out and showed they're not wearing any skirts either. Surprised, Wallflower gasped.

"You're…"

"Exhibitionists? Yes, yes we are."

"I'm relatively new to it, but it's growing on me, um… I'm sorry, what was your name again?" Octavia asked.

"Wallflower, I sit in the back in music class with you." Wallflower replied.

"Oh. Right. Sorry, you didn't leave that much of an impression." Octavia admitted sheepishly.

"I'm used to it…" Wallflower sighed.

"Well, at least me and my friends noticed you, but I must ask, Wallflower, when did you get into exhibitionism in the first place?" Rarity inquired.

"Yes, I'm curious as well, you don't really seem like the exhibitionist type, uh no offense of course." Octavia added.

"Well, if you two really want to know… I got into it ever since I saw Rarity and Twilight moon those protesters at the planetarium out of town." Wallflower revealed, which got a surprised expression from Rarity, "And yes, I was in the crowd too, not protesting, just bored. Anyways, ever since I watched you and Twilight moon those protesters, I wanted to do something that'll get me noticed. So, whenever no one's around or someone's ignoring me, I show off my butt…""

"Well I must say, your arse is quite the sight." Rarity complemented.

"Agreed, it's quite the sight to behold." Octavia added.

"Really?" Wallflower asked, surprised these two girls weren't disgusted by her fetishes. "You two don't think mooning and twerking is gross?"

"Well at first we did, but once we tried it ourselves we couldn't get enough of it." Rarity replied as Octavia nodded in agreement.

"It's true, plus, we do more than just press our arses against glass~." Octavia added seductively.

Wallflower was a bit confused until she realized what the celesit meant.

"Ohh… I didn't realize you two were…" Wallflower started.

"Well I'm bi-curious." Rarity replied.

Octavia added, "And I'm a lesbian."

"Huh, well if were all telling our kinks, I usually rub one out in my room at home, and in girl's bathroom too, and sometimes the boys bathroom too." Wallflower admitted.

"Wait, how can you go to the boy's bathroom? It's for boys." Rarity pointed as she saw Wallflower give her a look and then realized what she meant and said, "Ohh, heh, right, sorry."

"It's okay, being unnoticeable does have its perks." Wallflower replied.

"It does?" Octavia asked.

"Yep, one time I took my pants and panties off in the hallways, and no one noticed." Wallflower confessed.

"Goodness!" Rarity gasped.

"My word!" Octavia remarked in astonishment.

"Yep, one of my proudest moments." Wallflower stated proudly before she added, "If anyone noticed of course, but no one did."

"And no one noticed your freckled bum?" Octavia inquired.

"Nope, and I even pressed my ass against one of the lockers leaving my butt print but principal Celestia thought it was either Rainbow Dash or Pinkie." Wallflower explained.

"Wait, that was you?" Octavia remarked in surprise. "I seem to remember a butt print on my locker today."

"That was your locker?" Wallflower asked as Octavia nodded, "Hehe, my bad."

"Oh, it's quite alright, I don't mind one bit." Octavia assured her.

"Oh that's a relief, so uh, what are you two girls doing here, half naked like me?" Wallflower asked.

"Oh me and Octavia were gonna have some naughty fun, doing whatever we can think of with our cutie butts." Rarity replied, as she tapped her bare ass.

"Although we didn't plan on running into you in our bottomless escapades." Octavia added.

"Yes, quite the unexpected turn of events." Rarity agreed.

"So… what now?" Wallflower wondered meekly.

"Photocopy our butts?" Rarity suggested.

"Photocopy…" Wallflower began before Rarity took her hand.

"Come, it shall be most enjoyable!" Rarity encouraged her before pulling her away. Octavia soon followed.

Not too long after, Rarity and Octavia were gathered around the photocopier while Wallflower sat on top of it. The light of the machine went up and down the smooth surface her butt was sitting on, and soon enough the machine printed out dozens of photos of Wallflower's flattened posterior.

"My word, if I didn't know any better I'd say your posterior is slightly bigger than ours." Rarity commented after looking at the photo copied mint green ass.

"You… You really think so?" Wallflower inquired in surprise.

"Indeed! We simply must show it to the other fine ladies of the Butt Club." Octavia suggested.

"The what club…?" The shy girl asked, confused.

"Oh, just a club for girls where they explore their kinks, mostly our fat plump rumps." Rarity explained while tapping her ass. "Care to join us?"

"A club for girls and their butts?" Wallflower questioned, surprised. "Does Principal Celestia know about this?"

"Know about it? Why, she's the club supervisor!" Rarity revealed.

"What?!" Wallflower exclaimed, "Why would she allow that kind of club?"

"Well, she told me that she's sort of into this type of stuff." Rarity explains, and tells how the other girls are in the club too.

"So what do you say? Do you want to join?" Octavia asked.

"Hm, well, okay! I'm in." Wallflower replied.

"Excellent!" Rarity exclaimed.

Octavia then notices that Wallflower's "flower" is a bit wet.

"Oh my Wallflower, it seems your nectar is leaking." Octavia remarked, pointing out the invisible girl's wet snatch.

Wallflower looked down and saw that her pussy was wet and Rarity noticed it too.

"Oh, heh, yeah, I guess I got a little excited…" Wallflower said, blushing in embarrassment.

Rarity chuckled lustfully and said, "Well, now we can't have that, as a new member of the club you get special treatment from me."

Rarity then went behind Wallflower and kneeled in front of the mint green ass that was in front of her.

"And now to show my appreciation." Rarity began before she then proceeded to bury her face in Wallflower's booty and get a good sniff which made Wallflower yelp in surprise.

"R-Rarity…" Wallflower shivered

"Mmm, what a good scent your ass has." Rarity purred.

"Uh… Thanks I do use a body wash that smells like…" Wallflower started before she felt something wet on her butt cheek, "Oh! Ohh! Oh!"

Rarity proceeded to lick Wallflower's mint green butt cheeks, savoring the flavor as she then kissed her butt cheeks also.

"Mmm… R-Rarity…" Wallflower moaned.

"That's it darling, moan my name." Rarity encouraged her.

Rarity then spreads Wallflower's butt cheeks apart as she sees Wallflower's winking anus.

"Oh my Wallflower, backside winking, how naughty of you." Rarity purred, eyeing Wallflower's butthole as Wallflower chuckled.

"Thanks, I've… never had my anus complimented before." Wallflower replied bashfully as she then felt something wet rub against it "Eep! A-are you-?"

Wallflower couldn't finish her thought as Rarity licked Wallflower's anus and thrusted her tongue into her anus making her moan as she bent over.

"Mmm… R-Rarity… please…" Wallflower moaned as she felt her pussy getting wetter and Octavia started to get aroused by this scene.

"Now for the main event darling." Rarity declared seductively.

Rarity then spread Wallflower's legs and saw the girl's wet pussy as she then went in and started licking up the green wet snatch as she heard Wallflower moaning.

"Mmm, Oh yes… don't stop… feels so good~." Wallflower moaned.

Octavia was enjoying the show as she was fingering herself to it. Eventually she couldn't stand by and just watching anymore, she had to grab a handful of Wallflower's ass, and she did.

"Oh my! So meaty and jiggly!" Octavia complimented as she purposely shook the groped buttcheek to make it quiver.

"Eep! Octavia you too!?" Wallflower asked, as she moaned from getting eaten out by Rarity.

"Well I didn't want to be left out in the action, besides taking it from both holes feels good right~?" Octavia coly asked as she went back to licking Wallflower's anus.

Wallflower was too overwhelmed with pleasure to respond as Rarity continued to taste her sweet nectar. She moaned in ecstasy as her pussy was licked and her ass was eaten out. Octavia was right, it did feel good to have her pussy and ass pleasured at the same time.

The feeling of Rarity's tongue sliding in and out of her pussy while Octavia licked her anus made Wallflower's body shudder with pleasure.

After a while, Octavia felt her walls start to tighten around Rarity's tongue, signaling her impending climax. "I'm going to cum, Rarity! Wallflower is going to cum!"

Rarity looked up at Wallflower, her eyes sparkling with excitement. "Oh, y-yes! Cum for me, Wallflower! Show me how much you love this!"

Rarity continued to lap up every drop of Wallflower's nectar as she climaxed, her body shaking with pleasure.

Octavia felt Wallflower's insides clenching tightly around her tongue, signaling her orgasm. She held onto the ass cheek she was groping, feeling it tremble under her touch. As Wallflower moaned out her climax, Octavia couldn't help but feel a rush of excitement herself.

As Wallflower's climax subsided, Rarity slowly pulled her tongue out of her pussy, savoring the taste of her nectar. She looked up at Octavia, their eyes meeting in a moment of shared satisfaction. Rarity licked her lips, her face flushed with excitement.

"Mmmm, that was delightful," Rarity purred, her gaze lingering on Wallflower's now slightly reddened face. "I must say, you are quite the tasty treat, Wallflower."

Wallflower blushed brightly and couldn't find the words to respond, her mind still reeling from the intense pleasure she had just experienced.

Octavia chuckled, stroking Wallflower's back gently. "It's okay, darling. You don't have to say anything. Just enjoy the afterglow."

Wallflower felt a wave of warmth spread through her body as she tried to catch her breath. She couldn't believe what had just happened. She'd never imagined experiencing something like this with two girls, let alone Canterlot High's most beautiful girls.

As Wallflower was still trying to process what had just happened, Rarity broke the silence. "Well, darling, now that you've had a taste of what we do in the Butt Club. Would you like to join us?"

Wallflower looked up at them, her eyes filled with curiosity and uncertainty. "Um... I-I don't know," she stammered, biting her lower lip. "It feels weird to think about, but... I guess I'd like to try it."

She smiled shyly at them, feeling both excited and nervous about the prospect of joining the club.

Rarity and Octavia exchanged glances, their eyes filled with excitement. "Oh, that's wonderful, Wallflower!" Rarity exclaimed, wrapping her arms around Wallflower to give a warm hug.

"We're so happy you've decided to join us," Octavia added, squeezing Wallflower's shoulder gently. "You're going to love it."

The three of them shared a warm smile, their connection growing stronger by the moment. As they sat there in the library, naked, Wallflower couldn't help but feel a sense of belonging wash over her. She had always been the shy and awkward girl, but now she was sharing this intimate moment with two of the most beautiful girls in school.

The Butt Club seemed like an exciting new experience for Wallflower, and she couldn't wait to explore it further. As they continued to talk and get to know each other better, Wallflower felt a sense of anticipation build up within her.

She couldn't wait to see what other adventures lay ahead for her in the Butt Club.