Rarity didn’t even try to deny it: her heart ached.

How long had she felt this way? For months, years, even? Since the first day she had met that angelic woman called Fluttershy, who had come to call her friend? And only just friend, Rarity thought bitterly. It was a horrible thought to endure, made worse by the reality that such a situation was now likely unchangeable. If she’d only been able to manage her feelings sooner, see them properly sorted so as to be dealt with! Then she and Fluttershy could be together, happy and in love, rather than this one-sided yearning that plagued her now.

She wanted to be happy for her friend. Really, she did. But to love someone so sweet and lovely and know full well you would be unable to feel an ounce of reciprocation in return was a painful burden to bear. It also didn’t help that Fluttershy’s mysterious girlfriend continued to commission Rarity to make gifts for them both. It was one thing to simply give emotional support and approval of a relationship, but to have to be one who helped actively aid its growth was terrible. Each pin and needle she ever stuck through a design was a barb in her heart, a prickling sensation that made the fashionista glower. Why couldn’t this be her lingerie she was making? Why was she adorning Fluttershy in such loveliness if she wasn’t to be the one to tear it off with her own teeth? Absolutely sickening. And to think that hussy has never once even shown her face here, always keeps calling Fluttershy to Canterlot for their little rendezvous. I bet that skank-

Rarity squeezed her eyes shut and forced herself to take a breath. No, this wasn’t fair. Fluttershy wasn’t one to be duped, and it was impolite to insult someone you’d never met. If only she just didn’t hold such feelings for that sweet young woman! If she could, Rarity would simply rip the core of them right out of her own heart- well… no, I wouldn’t. There’s always a chance.

The laugh that came next was bitter. Of course there wasn’t a chance. Fluttershy wasn’t just dating- she was in love. And not with Rarity, which really was the biggest issue here.

A miniscule pair of scissors to clip the bare end of a stitch and the seamstress was finished with her work. It was a lovely set of lingerie, appealing to the eye and flattering to the figure. It would accentuate without enhancing, give a natural appeal rather than any sense of artificial inflation, all with the proper balance of reveal and concealment. A bright rose-red color that would call attention to itself, particularly in comparison to the soft-pink hair of the one who would wear it. Rarity had been paid handsomely to create it, but she really felt the best form of payment would have been to take it off Fluttershy’s body with her own hands.

At least I can say one thing about Fluttershy’s lover, Rarity mused sadly, she has a marvelous eye for beauty.

There was a gentle rapping sound that came from the front door, a signature knock of the one person who made Rarity’s heart quiver. Fluttershy strode through the threshold with a smile on her face, positively glowing and hardly bearing any of her usual shyness that had plagued her for most her life. Just like every time her thoughts were focused on her love, the fair maiden would seemingly come alive and overflow. “Hello, Rarity!” she called softly, her voice full of warmth. “I hope I’m not coming at a bad time.”

“Fluttershy! Of course not, it’s lovely to see you,” Rarity said, meaning every word and hating that she couldn’t take this woman in her arms for a romantic embrace. “You came at the perfect time, actually, I only just finished it.”

“Oh! Finished what?”

Another surprise gift, I see. Rarity put on a pained smile. “Well, darling,” she began, “it seems your adoring sweetheart has decided you need something new to wear during your more… intimate moments.”

As Rarity guided her heart’s desire over to the latest treasure, she felt a stroke of pain shudder across her at the sight of that sweet smile lighting up even more than before. Fluttershy knew the craftsmanship with which she worked, how much skill and effort was poured into every piece she made. But those things weren’t on her mind now, not in the face of a gift that came from the one she adored. Fluttershy treasured this thing because the one who had awakened all her sexual desires was the one who had given it to her.

“Oh my,” she murmured happily, her fingers brushing along the lingerie so as to get a feel for its texture. “It’s all so soft…”

“Nothing but the finest silk, dear,” Rarity said- a small quiver in her voice? Unacceptable. Calm yourself, right this instant. “I’d hardly dare to use anything less for such a thing.”

“Thank you very much, Rarity! It’s all so lovely,” Fluttershy said happily, taking it in hand and holding it up to her still-clothed body. “This bra is very flattering- but I think I like the pantyhose best, they look like they’ll make me feel very sexy.”

Rarity had yet to get used to hearing such talk from her once-demure love, so out of character considering how conservatively she usually dressed. “You’ll look worthy of only the finest ravishing, darling,” she said. “I’m sure you’ll love how it feels on you.”

“Oh, I certainly will!” the pink-haired maiden declared. “And I know it will feel even better when she takes it off of me.”

Fluttershy, please. I am begging you to stop. This conversation was becoming torturous and needed to end before she started bursting into tears. “Well, I must be getting back to work,” Rarity said in a forcibly flat tone. “I hope you have a nice day, Fluttershy, but I am quite busy.”

“Actually- before I go, Rarity,” Fluttershy said suddenly, holding to her friend’s arm so as to prevent a flight. “I was wondering -well, we were wondering- if you’d like to come join us for an evening in Canterlot this weekend.”

Rarity blanched. “I’m sorry, darling?”

Fluttershy smiled warmly, a gesture meant solely for the woman before her and making Rarity tremble. “Well,” she explained, “We’re both ever so grateful for all the nice things you’ve made us, and you really have made them extra nice. So we were hoping that we could thank you in person, and I know she really wants to meet you. There will be a nice dinner and everything, too! It’s the least we can do.”

The idea of spending a night in fine society with Fluttershy was delightful; the idea of her being a third wheel was far less so. But politeness dictated her actions here, and Rarity felt herself trapped by obligations of formality. “Of course I’ll come!” she replied, her smile in reply a rather pained one. “I’ll be glad to finally meet your girlfriend, of course, and I’d be delighted to spend an evening with you both!”

“Oh, thank you so much, Rarity,” Fluttershy said warmly, taking her friend in a hug before placing an unexpected, lingering kiss on the fair woman’s cheek. “Oh- I’m sorry!” she added with a giggle. “I hope you don’t mind.”

Rarity both did and didn’t mind. “It’s perfectly alright, dear.”

“Come by The Canterlot Club this Friday at seven, OK?” Fluttershy said, turning towards the door. “See you there, Rarity!”

“Can hardly wait,” Rarity muttered the moment the door closed. Wonderful. An entire evening of Fluttershy and some hussy making eyes at each other while I have to get a front-row view. I swear, if they start kissing in front of me…

Rarity didn’t really try to hide the tears that fell down her face as she turned to her bedchambers rather than her work. It would never do for a lady to be seeing weeping, particularly when it was over such an uncontrollable thing as love. She was being rude and saying such things about a person who she’d never met, who showered Fluttershy in gifts and affection and had gotten her to open up and been able to make her so happy…

She bit back her tears and tried to feel some shred of happiness for the woman she claimed to love. Why couldn’t it have been me? She so silently wailed.

But the evening plans had been set. She would arrive fashionably late as always, be the lady, and simply have to bear it. There was nothing more she could do, and the fashionable socialite knew it. If she actually loved Fluttershy, she would go and be happy that someone so obviously adored her.

A thought turned to her nearby closet and the assortment of fashions held within, one particularly elegant black dress coming to mind. Fluttershy may not have chosen her, but Rarity was determined to make an impression. She may have been passed over, but at least she wouldn’t be forgotten!

Rarity had taken a coach early that evening to Canterlot, trying to keep herself hidden from sight. It was the key to a good reveal that she only give glimpses, small teasings of radiance before the full showcase. Besides, she had always liked the feeling of making jaws drop, both literally and figuratively. She wanted to be wanted in every way, and tonight was an important one in that regard. Be unforgettable, and be the standard to which you compare yourself; if Fluttershy’s girlfriend wanted to be with her, she’d have to get Rarity’s approval before night’s end.

Her coach had followed Fluttershy’s direction to the letter: an upscale marketplace in Canterlot, an area of the city known to be a meeting place for the rich and famous. Rarity herself had been to this side of town more than once, whether it be to merely mingle or to make connections. Even a few of those who lived around the area had been her clients more than once. As such, it was strange for her to not know where this place was. The Canterlot Club? Rarity hadn’t heard of it before, and this part of the city wasn’t known for a lot of turnover. Adding to it, the name didn’t reveal much. What was she supposed to think of this place? It certainly seemed to think highly of itself. Just what am I getting into here? She wondered. Heavens, what if Fluttershy is involved with royalty? She certainly deserves to be treated as such. Maybe if I’d been a little faster… She wanted to stay bitter, but the designer’s more rational side continued to gain ground against her emotions. Tonight was to be a good evening spent with a friend and the one she loved. If Fluttershy approved of her, Rarity’s opinion on the matter didn’t even need to be considered.

“We’ve arrived, ma’am,” her coachman declared, stepping down to open the carriage door.

“Thank you very much, sir,” Rarity said, dropping a small pouch of coins into his awaiting hand. “I hope you have a lovely evening.”

“Doubt it’ll be close to as good as yours,” the coachman replied cheekily. “You came on a rare night, ma’am, the place is hardly ever open.” A tip of his hat and he took back to the reins, riding down the road and soon out of sight.

Rarity quickly tidied herself and pushed whatever wrinkles could be found on her dress aside. She was beautifully adorned, a long black dress that gracefully covered her entire leg, save for the slit on the side. Held to her shoulder by a solitary strap across the right shoulder, form-fitting in only the most important places, she was sure to make an impression. It was certainly to make her the most stand-out person of the evening, save for Fluttershy. That delightful woman had outshone her even without any effort, and even more so now that she actually put effort into her appearances. Of course, if Fluttershy is entangled in a love affair with Princess Celestia or Luna, I might have to take third place. Not really my usual standard, but a lady has her limits-

She’d been so involved in her own thoughts that Rarity hadn’t noticed where she was might not actually be the correct destination. But she’d followed Fluttershy’s directions exactly, she couldn’t have been wrong. That said…

“A strip club?” Rarity felt mortified. It was an impossible thing to miss, no matter the elegance the building had been decorated with. Darkened windows that gave no sight within, a window-less door, the bright sign that displayed triple-X’s before it. It couldn’t be mistaken for anything else. Surely, of all places, Fluttershy hadn’t actually meant here. But there was the name, The Canterlot Club hanging above the doorway in soft gold lettering.

Fluttershy- are you actually dating a stripper? It would certainly explain her girlfriend’s hesitancy to ever make an appearance. And the gifts of sexy lingerie, and Fluttershy’s sudden casual change of inclination towards the more sexual side of life.

Rarity had been wondering if she was going to get shown up by her friend’s suitor. Now she was horrified that she might be overdressed, and seen in such a place by someone she knew. Just- just get inside and get this night over with. Just grin and bear it, and never, ever speak of it once it’s done. It was going to be a very bad night.

With a much greater sense of trepidation than she had possessed a few moments before, Rarity pushed open the heavy wood door and was immediately greeted with the scent of flowers, a cool and pleasant breath of air across her face that set her senses to tingling. The room was large and comfortably lit by softened glows of candlelight at each table and dim lights along the walls, all of it heightened by the black-and-gold marble that spanned the floors. The sensation of physical warmth and comfort permeated the place, well-matched by the comforting flow of air that continued to bring that sweet scent she so enjoyed.

So perhaps things would go better than expected. Everywhere she looked there were ladies together, deep in conversation, well-involved in a fine meal, or simply enjoying a refreshing glass of liquor. The stage was certainly a promenade meant for entertainment, a trio of poles across its platform, but the rest of the club held an air of sophistication and elegance that Rarity rather liked.

If this is a strip club, it’s certainly the nicest one I’ve ever seen. All thoughts of a sleazy dive that smelled of grease, sweat, and shame had been dissolved in the face of a rather dignified sight. If such places were always like this, Rarity might have actually tried to bother visiting one. All of the guests look so lovely, she marveled. And all women, too…

“Hello, ma’am!” The crisp, clear call of a young woman’s voice rang in her ears and Rarity turned to see a young woman walking towards her, pretty-faced and dark eyes shining beneath a sleek head of dark hair. “We were told to expect you, are you Miss Rarity?”

Even the staff are lovely. “I am,” she answered pleasantly, finding herself continuously surprised by the pleasantness of this place. “Who is expecting me?”

“Miss Fluttershy and our Lady informed us that you would be coming, ma’am,” the hostess replied. “They are currently unable to see you right now, but I was told that anything you’d like to have is on the house tonight. Our Lady wishes to repay you for all your kindness to her.”

One glance at the nearby bar was all it took to know that the liquor in the establishment wasn’t to be very cheap. On the house? Their ‘lady,’ as she calls herself, Rarity thought, must be quite wealthy. And have excellent taste. “Will it be alright if I take a seat for a moment?”

“Of course! If you need anything, simply ask any of the staff and we’ll be right there. I’ll inform you when Miss Fluttershy and our Lady are able to see you in the private lounges.”

All of Rarity’s initial apprehension had disappeared, evaporated by the comforting light of this most excellent establishment. So perhaps they had some adult entertainment every now and then, the place was lovely! A smooth drink in hand and a sip- Their Manhattan is sublime. Goodness, everything here is excellent, down to the drinks. Rarity found herself mentally arguing for a reason to return, perhaps of her own accord. If Fluttershy and her girlfriend were here often, it would nice to come by and visit. All her company was easy on the eyes, even if they weren’t Fluttershy. It would be nice to be seen in such pleasing company. Rarity relaxed, taking time to consume her drink and simply let the atmosphere sink in. She couldn’t recall a time that she had ever so thoroughly enjoyed simply being in a place. The music that played from the nearby piano only helped to heighten the mood, further cementing the establishment as one of her new-found favorites.

Mid-way through another cocktail and she felt a small tap on her shoulder. Rarity turned to see the pretty-faced hostess there waiting, a gleaming smile on her face. “Sorry to bother you, ma’am, but Miss Fluttershy is able to see you now. May I escort you to the lounge?”

“You certainly may,” Rarity replied, eagerly following behind the young woman to the awaited company. Fluttershy, you’ve certainly chosen well. Such a fine establishment!

Down the hall and to the right, a backroom door that seemed to beckon for her. “Our Lady will join you in just a moment, ma’am,” the hostess said. “Thank you for coming! We’re all grateful for the kindness you’ve shown our Lady.”

“More than happy to, darling,” Rarity said sweetly, striding through the door and eager for the rest of the evening to continue. Surely it couldn’t get any better than this.

“Rarity! Hello, it’s so good to see you!” Rising from a nearby lounge chair and rushing to greet her was Fluttershy. Taken in an unexpected hug that smelled faintly of strawberries and wildflowers, Rarity found herself struggling not to sink into the embrace. “Oh, I’m so sorry for making you wait, I promise I didn’t mean to…”

“Oh, it’s entirely fine, Fluttershy,” Rarity said happily, taking in her friend’s lush appearance and finding herself eyeing her with a fair amount of desire. “You look positively lovely!”

Fluttershy giggled. “Thank you very much. Do you recognize it?”

Indeed she did, knowing it as the little black dress she had designed for Fluttershy some time back. She hadn’t forgotten how well it had fit the sweet woman’s body back then, and now it seemed to make her more beautiful than ever. A tinge of her bottom that spilled out from beneath the layer of fabric, tightly hugging her body and accentuating her well-endowed chest that was being so clearly emphasized by Fluttershy’s own movements-

Easy, girl. “You look lovely in it, Fluttershy,” Rarity said, though perhaps in a strained voice. “No wonder your girlfriend loves you.”

Fluttershy smiled- no, glowed. “I know I wouldn’t look so pretty without your help, Rarity.”

“Nonsense, darling!” Rarity countered. “What an appalling thing to say, you never needed my help to look beautiful. You radiate, Fluttershy, and don’t you forget it.”

“You sound like my girlfriend,” Fluttershy giggled. “She says things like that, too. I just wanted to make sure you knew how much I liked these sort of dresses.”

It was a far cry from where the lovely woman had once been, and the statement was something of a shock. “Is that so?” Rarity asked. “Whatever made you change your mind on such a matter?”

Fluttershy’s cheeks began to flush a slight tinge of pink. “Well,” she said slowly, “I like to feel sexy. Especially for my girlfriend. I like it when she stares at my chest, or tries to spank my ass. If she’s having to keep her hands off of me, I like it when she starts undressing me with her eyes.”

Rarity was astonished by the answer. How much Fluttershy had changed! So sensuous, sultry- and yet still possessing all her sweetness and gentleness. Rarity understood why anyone would struggle not to look at Fluttershy and want more. “I never knew you found such things enjoyable, darling.”

“I guess it took the right person to come along and change my mind,” Fluttershy replied. “But I like being undressed by her eyes. She makes me think of how you're looking at me right now.”

Cold horror. Rarity hadn’t meant to do it, she’d just been unable to keep her eyes away from this marvelous woman that she craved, absolutely hungered for. She hadn’t meant to let it show! I’ve ruined everything! She’s never going to want to be friends with me after this, it’ll always be so awkward and-

“Rarity.” Fluttershy’s hands gently folded about the fashionista’s wrists and held them, her tranquility seeping in and overtaking the sensations of horror. “It’s alright.”

“What? How is it alright, Fluttershy?” Rarity asked, feeling stricken. Oh please, do not cry, you’ll ruin your makeup. “I didn’t mean-”

Fluttershy smiled so sweetly and said, “Rarity, do you love me?”

It was the worst sort of ‘rock and a hard place’ scenario she had ever endured. Either lie and break her own conscience, or tell the truth and ruin everything. Out of all possible consequences, Rarity decided that the one involving Fluttershy hating her guts forever was the least likely. “I…” she took a breath and tried again, saying, “Fluttershy, I love you. I love you, I am utterly entranced by you. Everywhere you go, I can’t help but watch you. I think about you every day and try not to lose my mind. If I’d just… told you sooner. Please forgive me.”

“Oh Rarity,” Fluttershy replied, “it’s alright.”

“But- you’re with someone else, darling! I can’t possibly try to intrude!”

“But you won’t!” Fluttershy countered. “We certainly don’t mind loving you, too.”

The sweet woman’s words all night had been one surprise after another. This next one was far beyond a slap in the face and more akin to a thunderbolt. “I beg your pardon?”

Fluttershy smiled and led Rarity over to the nearby chair, forcing her down into it. “Stay right here,” she instructed, a kiss on the cheek to help strengthen the message. “I’ll be right back.”

Rarity didn’t have the ability to think at the moment. To say something odd was at work here would have been the understatement of the century: she was at a strip club, the strip club was nice, Fluttershy liked to be sexually desirable, had kissed her cheek twice now, and may have just suggested a polyamorous relationship. Strange couldn’t even begin to describe the scenario that was unfolding.

Fluttershy tiptoed over to the lounge door, each step making her bottom jiggle and hold tight to Rarity’s attention. “We’re in here,” she called, her voice as clear as a spring rain and making the designer’s heart ache. She wanted, needed to hear that again.

The door swung open and in strode a woman of unmistakable beauty and power, a being of such raw sexuality that Fluttershy’s potent sultriness seemed timid in comparison. Each step towards her guest accented perfect, smooth legs and a slightly darkened skin that seemed to glow like polished stone in the dim light. Dark-green hair that shimmered like water, tossed so casually over the shoulder; brilliant eyes that sparkled with anticipation. She was a beautiful, masterful woman… and very, very familiar. Rarity felt herself stiffen, kept to her place by the strength of her trust in Fluttershy. Because the woman who came striding towards her like a goddess was most certainly Chrysalis. “Ah, dearest Rarity. It’s a pleasure to meet you.”

“Fluttershy,” Rarity whispered, “what is going on?”

Gentle hands came to soothe her fraying nerves, both Chrysalis and Fluttershy coming forth to tend to their guest. “It’s alright, Rarity,” Fluttershy said calmly, hardly caring a wit in the world as to who she stood beside. “You can trust Chrissy, she’s not going to hurt you.”

“Is-” The idea was preposterous. “Fluttershy, is she… your girlfriend?”

Fluttershy nodded happily, coming to Chrysalis’ side and giving her a loving kiss on the cheek. “Isn’t she beautiful?” she breathed. “She’s been so sweet to me, and such a good lover. I didn’t think anyone would ever make me feel this way, but…”

Rarity wasn’t sure what to think. Chrysalis had been their enemy only little more than a year ago, an invader who had tried to overthrow the kingdom. Yet here she was, mistress of the finest nightclub Rarity had ever entered and love of the most beautiful woman Rarity had ever known. And splendidly dressed, too- wait, that’s one of mine!

It was, in fact, a dress of Rarity’s own design, the twin to Fluttershy’s own and making its owner just as desirable. Chrysalis was quite fetching in it, and her sizeable bust was unmistakable. She was striking- commanding, even. Though she stood beside Fluttershy, Chrysalis’ own dark beauty was difficult to ignore. And she smells rather nice…

“Don’t be shy, Rarity,” Chrysalis said sweetly, beckoning for her to join them. “I’ll only bite if you want me to.”

“Why are you here?” Rarity asked.

“I am here, darling, because I am obsessed with this beautiful butterfly beside me,” she answered, placing a kiss on Fluttershy’s forehead and setting the young woman to giggling. “Isn’t she lovely? I could hardly keep my eyes off of her, and I just had to have her. Of course I fell in love.”

It wasn’t an argument Rarity disagreed with. “But you invaded…”

“A foolish venture, don’t you think?” Chrysalis said airily. “This is so much better. And oh, how good she feels…” she was flaunting Fluttershy like a prize, ensuring that her helpless guest couldn’t keep her eyes away. If Rarity was not staring at Fluttershy, she was staring at Chrysalis. If the Changeling Queen’s body was not consuming her attentions, Fluttershy’s was there to take control. She was surrounded by beauty in this place, and beginning to wonder why she had a problem with it.

“So- so why ask me here?” Rarity inquired. Her breasts look divine…

“Because I know you love Fluttershy, of course,” Chrysalis said smoothly, her voice like silk. “And I began to wonder to myself… why not share?”

If it was a trick, it was a good one. But Fluttershy was right there beside her, arms wrapped about her and gazing up at the dark woman with such an adoring gaze that it was impossible to mistake it. And Chrysalis was very, very beautiful…

“You’re generosity incarnate, dearest Rarity,” Chrysalis said, she and Fluttershy taking steps towards her. “Fluttershy wants to love you. I want to love you, too. Why not let me be generous in return? I want to make your dream come true.”

They were standing right before her now, a single glance alerting Rarity to the fact that they weren’t wearing any underwear. She couldn’t mistake the intent, the expressions they bore lustful and so clearly desiring. There wasn’t deceit to be found in this, surely there couldn’t be… “And what do you ask of me, darling?” Rarity breathed.

“Just one thing, Rarity,” Chrysalis answered. “That you love me, too.”

With a snap of her fingers and a bright spark of green fire, Chrysalis was transformed, her darkened skin becoming fair, deep-green hair turning pink. In a matter of a moment she was herself no longer, but instead Fluttershy. But was she? The two women held each other still, identical down to even the singlemost hair, a duality of sweet-faced beauty that was more than Rarity’s heart could take. Yet Fluttershy possessed a sexiness that had not been there before, a lustfulness that most absolutely beckoned for her. “Oh my…”

Fluttershy giggled at the subconscious exclamation. “Please enjoy the show for a bit, Rarity,” she said.

The show? Rarity’s question was soon answered as the two Fluttershy’s turned to one another and held each other in their arms, hands caressing each other’s faces as their faces grew close and came together. They’re going to kiss!

The lips of Fluttershy met in a union of utter perfection that Rarity hadn’t known could exist, the twin women meshed together in an unrivaled work of art. Their lips would part for only a heartbeat before tending to one another yet again, each meeting bringing their bodies closer and closer together until skin pressed hard against one another. Hands weaved across body and through hair, breaths came in hurried huffs as their kisses grew in strength. Neither Fluttershy could resist the other, every kiss lock of lips that brought them together only adding fuel to their fire. They moved with their union, breathed deeply of it and enjoyed every lasting moment as though it were a delicacy. A small start as lips opened wide and their mouths became glued, small jabs now occurring within as their tongues began to dance together. They were loveliness and beauty, passion and grace that could not be found elsewhere.

Fluttershy moaned into Fluttershy’s mouth, escaping her lover’s clutches and swiftly returning to the tongue that called for her, beginning to suck it with slow, delicate movements. She was trying for a specific reaction, seeking out a response from her partner. The moan that came was the signal to go deeper, her kisses of this marvelous pink organ more loving and sensuous with each new sound. It was a struggle between the two as they tried to out-romance the other, each new lick like the masterstroke of a duel that could not be won. At last they came into the open and let their dance be seen, saliva-coated tongues twirling about and uniting themselves with sweet, gossamer strands-

It was by instinct; how could she have held it back? The cry of longing that poured from her heart was not by Rarity’s will, but rather the strength of the longing that was consuming her. She didn’t care if one of them was Chrysalis, she didn’t care if Fluttershy would not love her alone. Rarity had become maddened by the unrivaled artistry of Fluttershy kissing Fluttershy, and she needed more.

The sound did not go unnoticed. Fluttershy turned from her partner and paused mid-twirl to take note of her now-quivering audience, the twinkle in her eyes turning bright. Her hand rose and a solitary finger beckoned in a request that was unmistakable: Come join us.

Rarity didn’t want to appear desperate at first. She started at the gesture- and then decided perception could go rot, she rushing forward to join the delightful display, hungering for that touch that would be undeniably-

“Aah…” Sweet, wondrous relief! The feel of Fluttershy on her tongue at last was the dream she had always wanted, now multiplied and made excellent in its sweetness by the presence of it all about it. Fluttershy put an arm around her and brought her into the fold, those twin tongues turning from one another and to their new partner, caressing her and lavishing upon her all the praises and love she could possibly desire. Rarity trembled at the feeling, desperate for every ounce of it she could manage. She wanted to kiss and be kissed in return, no matter which Fluttershy it was. She wanted to feel their breasts and she did so, a hand pulling down the neckline to expose those succulent mounds and giving them a squeeze. She wanted to smell that wildflower scent again, she wanted to feel those lips hunger for her own- and so came the sensation, the pair of tongues diving deep into her mouth and bringing them all so close, giggles and coos of joy breathed out in their midst. It felt better than good, more wonderful than happiness! This was love.

She felt her dress began to be pulled down and Rarity didn’t even bother to struggle against it- quite the opposite. She tried to squirm her way out of her trappings and feel the naked air upon her skin, and hopefully entice her lovers to do the same. Clothes? Who could care about fashion and clothes right now when she had Fluttershy in her arms- and then Fluttershy again!

“Oh, Rarity,” Fluttershy breathed, gazing at her friend’s now bare breasts with sweet-faced wonder. “You really are beautiful. They look so lovely…”

“Oh, nothing compared to you, darling!” Rarity said, meeting Fluttershy for a kiss and glad to find her fervor well-met. She loved how Fluttershy kissed, so gentle and tender! Each time she found those lips, they would be so soft and willing, eager to be felt and known. The tongue that hid behind them was just as welcoming, smooth and flowing with everything it contained. When their small union came to a close, she reveled in the moment when Fluttershy returned and gave her lips a small lick.

“I like your lip gloss,” Fluttershy giggled, going back for another quick taste. “You taste nice.”

“Excuse me,” Fluttershy said, coming between the two and eyeing Rarity enviously. “But I’d like to suck on your breasts, if you don’t mind.”

“Fluttershy-!” The idea was heavenly and Rarity practically guided her to them, delighting in the heavenly sensations that now consumed her magnificent mounds. Fluttershy could do more than kiss, more than simply twirl tongues in a soaked dance; she could massage with that mouth, tend to nipples and see them harden under her care. Rarity’s breasts were her garden and she would see them cared for. The lick that came across the areola was so smooth!

Rarity gave a sigh and found it muffled by Fluttershy’s kisses, the two falling back against the lounge and becoming lost in one another. As the fashionista’s breasts continued to be tended to, the other two women found themselves happily involved in each other’s mouths for a little while longer. Each coo that came was sweeter than the sound of doves; every moan was exquisitely sultry. Rarity had always wondered what heaven was like- she now deemed it would likely be inferior to this night.

“Oh…” Rarity did not want the moment to end, but she knew perfectly well what she craved now. Years and years of waiting had to be satisfied tonight. “Fluttershy, I must ask of you…”

“Wait, wait! Me first, please,” Fluttershy said hurriedly, tearing herself away from their kiss while her pair continued to lavish her praises on Rarity’s breasts. “Is it alright if I sit on your face, Rarity? Please?”

That hadn’t been Rarity’s request. She considered the Fluttershy who now looked at her so lovingly, eager to hear a positive response; she felt the loving of her breasts come to an end and then felt a new press of lips that was trailing down her waist towards… oh my.

“Rarity?” Fluttershy’s countenance was still so sweet, but there was a slight tinge of desperation in her voice.

“Yes. Yes, please! I want you there, darling!” Rarity cried, temporarily robbed of breath as she felt the first trace of love along her slit.

Fluttershy beamed and undressed herself from the tight confines of her dress, at last revealing all of her fair form for Rarity’s visual adoration. The fashionista had been right from the start: not a flaw to be found, pure skin that was unblemished and perfect. She was going to be able to feel it, to touch it-

Her eyes went downwards and saw a gleaming sex awaiting her. Such a beautiful, delectable prize, and it was going to be hers! Rarity could hardly breathe as she felt legs wrap about her, the heat of those folds now directly before her eager mouth, with only one objective in mind: ravish. Incensed by the feelings that were coming from her own slit below, Rarity gave her sweet Fluttershy everything she could muster. Deep, slow licks that traced along the outer limits so as to incite the nerves and make them eager. She wanted to let her know she was coming, but not overwhelm with presence. To feel-

The trace of tongue that had been delicately plucking at her below now went deep. Finding a spot in between and lingering for a while-

Rarity continued with her sweeps before diving straight inside, an angled plunge into the very depths and wriggling about for only a second. She wanted to be noticed and to be known, a signature feeling-

Oh heavens! The tonguestroke that had lathered upon her just now felt marvelous-

She went her way about the outer edges, abandoning her place within the center and tending to other places. All of Fluttershy deserved to be loved, drank up and devoured-

A wild, intense dive. Rarity was trying not to squirm now, but she felt so good-

She abandoned her smooth method for a brief moment and became frenzied, a few small pulls on the labia to make them flush and sensitive. She heard a moan of satisfaction from the sensation and she went to do it again, each pull promptly met by a gentle tonguestroke-

Another wondrous plunge and Rarity had to hold back her own cries. She was so close, wondrously close! Fluttershy was eating her out, and she was eating out Fluttershy! This sweetness and wonder all about her was more beautiful than all the fashions and jewels across the entire world, and she was right in the center of it!

Rarity felt the first shuddering wave and gave it all she was worth, eating away in a reckless abandon that made Fluttershy –Fluttershy!- scream. The sultry seamstress felt herself begin to flow, the tide of joy coursing through her body and making her senses sing- a cry that became magnified when she felt the outpouring that came upon her in return. She had done it! She had made love to Fluttershy and been made love to in return! She drank the juices ravenously, eager to not let a single drop go to waste. Oh, it was all so sweet…

Her body was tired, wracked from the exertion. To say she was deliriously happy would have been insufficient. Released from the depths of Fluttershy’s thighs, Rarity closed her eyes and forced herself to recall every ounce of feeling that had come with it, for it might never come again. It was all so good, she cried, oh, Fluttershy, my darling!

She opened her eyes and saw Fluttershy there waiting for her, a tender kiss upon her moistened lips as a greeting. “Hello, Sleeping Beauty,” the sweet woman greeted. “You tasted wonderful. Thank you for letting me do it.”

This was the one that had licked her clean, had lavished her praised upon her. Rarity could only kiss and sing her praises in return with what little time she had left; they kissed and enjoyed their presence together for a time, happy to know only one another.

But they were not alone. Feeling the gaze of another upon her, Rarity turned and saw Chrysalis sitting beside them, naked and bearing a smile of genuine happiness. It would have seemed strange to her to see it, not so long ago. A true smile was unmistakable, so very different from a wicked leer. Rather than gloat in conquest or suddenly declare wicked intent, Chrysalis seemed to instead be happily observing them, pleased with their evening together.

Rarity suddenly felt a rush of gratitude towards this marvelous queen; she had not been obligated to share Fluttershy. There was no need to fulfill fantasies, but she had done so just the same. “Chrysalis..!” she breathed, reaching over and pulling the dark-haired woman in for a kiss of their own. “My darling Chrysalis…” She had eaten this woman out, made her orgasm- a love-hungering queen had orgasmed by her efforts! “Thank you…”

Chrysalis laughed, a sound not unkind in the least. “Happy to oblige, dearest Rarity,” she replied. “You felt flawless.”

It was high praise from such a woman and Rarity knew it, turning flush at the lavish praise. “It was a delight,” she replied. She was surrounded by admirers, Fluttershy gently tending to her tussled hair while Chrysalis wiped away whatever sweat and fluid could still be found upon her. She’d never really felt like this before.

Unbeknownst to them, neither had Chrysalis. Fluttershy had intoxicated her, but this was different. She rather liked the act of adoration, but had half-wondered if Fluttershy had simply been an anomly. Now with Rarity in the mix, she felt stronger, more powerful- more whole. Something in her was being filled, and she could only wish to see it completed. Now that her hypothesis had been confirmed, she was eager for the next step.

Rarity looked at her and smiled, gently pushing her hair out of her eyes. “Chrysalis, darling...” she said hesitantly, “I do love you, also. Can- can we please stay like this?”

Oh thank heavens. Chrysalis couldn’t have asked for more. “Of course we can, my dear Rarity. Did I not say I wanted to share my love with you?”

The flawless designer glowed at the words, an expression seen likewise in a happily gasping Fluttershy. “I just wanted to make sure,” she answered. “And I called myself generous. What sort of gift could I possibly hope to give in return?”

Now that was the ticket. “Well,” Chrysalis remarked lightly, “We always have room for one more. Tell me of your friends, ladies. I’d hate to hear of anyone being overlooked.”

Fluttershy stole a glance at Chrysalis and grinned. “Well, we do have one friend who doesn’t get asked out very often,” she said. “She’s very pretty, but she never seems to think so.”

“Is that so? A travesty…”

Rarity regarded her friend and realized they were thinking of the same person. “The poor girl simply doesn’t give herself enough credit,” she added. “And she’s the best host anyone could ask for. Have you ever met Pinkie Pie, Chrissy?”

I liked this better. I wonder how many of y'all will guess how this ends up working.

Also, a small note: I may or may not be taking recommendations for bonus chapters on this thing. If you wanted to know.

Keep reading, I guess.