They had the decency to leave, right away, and allow her time to get the place cleaned up.

As Rarity gazed at the three sticky and sated unicorns sprawled all over her bed, she wondered if she was going to need a spatula from the kitchen to lift them. It seemed a shame to disturb them.

But then, what wasn’t a shame?

She shook herself, blinking away a tear and setting her jaw. “Darlings! Time to rise! I fear you cannot linger here today, more’s the pity!”

Twilight stirred and blinked, yawning. Lyra stirred as well, nuzzling her pillow, then making a trilling noise and groggily licking it. As her pillow was Trixie’s crotch, this woke Trixie as well, who made a little squeaky noise and awoke wide-eyed and vulnerable, to Twilight’s amusement. Rarity watched as Trixie put her Trixieness on, step by step assembling the appearance of the tough and jaded bondage mistress Rarity loved, donning the psychic armor even while Lyra drowsily licked her marehood.

It was a process Rarity understood and respected—the donning of the psychic armor, that is. She did also understand and respect drowsy labia-licking, but there was such a thing as a time and a place…

“Lyra, darling, desist!” she said. “Play time is over! I should have urged you to tidy up last night, but everypony was so pleased with themselves…”

Rarity’s eyes widened. Lyra had rolled out of bed. She walked over to kiss Rarity, and then slipped around behind—and Rarity felt that eager tongue now affectionately parting her own folds…

She whirled, with a flounce. “Darling! Please!”

Lyra pouted, and sat. “All right, all right…”

Trixie was kissing Twilight, but turned to look inquisitively at Rarity, her self-possessed air back in force. “Girl, do you wish help with your tidying? We are here for you.”

Rarity shook her head. “It’s you that must be tidied. I can handle the rest. Oh, Twilight!”

Twilight blinked at her tone. “What’s the matter?”

“Your horn! I am sure I have some polish in the bathroom so you can freshen up…”

Twilight crossed her eyes, trying to look at her own horn, while Trixie gave a low, throaty chuckle. Hearing it, Twilight blushed. “Oh. Uh… there’s a mark, huh?”

There was. The tip of Twilight’s horn was plainly scorched, a mark visible from across the room. She blushed harder as Trixie leered happily at her and said, “It looks wonderful on you, Mistress!”

Lyra’s eyes shone as she stared at the tip of Twilight’s horn, and Twilight shied away, stammering, “Um, I, uh… thanks, Rarity, let me freshen up for a moment. Great idea.”

“Trixie could lick it for you, to see if that works as a polish?” suggested Trixie, mockingly.

“Oh, me too!” said Lyra, which got her a sharp glance from Trixie. It didn’t faze her.

It did faze Twilight. She squeaked, and trotted briskly for the bathroom, blushing like mad as Trixie giggled.

“Mistress!” said Rarity reprovingly. “Some intimacies are, well, intimate!”

Trixie hesitated, studying her. “Yes. That’s right. You weren’t comfortable with that, girl, were you? We upset you.”

“It is… rather a big deal.”

“Hmmm,” said Trixie. “Trixie has not seen you squirt, now that you mention it… ever.”

Lyra’s eyes widened. “Tragic! Can, can we teach her about it? I want to show her!”

As Rarity blanched even whiter than usual, Trixie cut Lyra off. “No, you may not! Girl is sensitive, I always suspected it. The greatest practitioners often are—Trixie learned that in her travels—and Rarity is exquisitely talented and responsive in every role. And she pointed out last night that we haven’t got you trained. You haven’t even got a safeword, have you?”

“A what?” said Lyra.

Trixie sighed. “Exactly. Believe this, Trixie understands how you feel—Trixie didn’t want to believe she needed any such thing, but Mistress Rarity set her straight! This is part of why our evening was so adventurous, Heartstrings…”

Lyra’s eyes lit up, and she panted with delight to be addressed in such a way. Trixie observed it, and smiled. “You like that, do you? We’ll find a place for you, pretty one, but you must be gentle with our lovely Rarity. Oh—and with my Twilight, please. She, too, is ever so sensitive.”

Rarity’s eyes narrowed a bit. She wasn’t sure she’d put it quite that way. There was a difference between innocent and sensitive. One could be innocent and yet strangely callous—but Trixie was still addressing Lyra.

“Some unicorns reserve themselves, and do not offer their most intimate selves for mere pleasuring. She might be one of those. Doesn’t it only make it more enticing to degrade and use her, knowing there is this private part of her that remains virgin and untouched?”

Rarity’s expression grew more and more fixed, glassy-eyed.

“Girl!” snapped Trixie, and she gave a start, automatically dropping into submissiveness.

“Yes, Mistress?”

“You’ve never arced with a pony, have you? Tell us! Trixie will protect your virginity for you if you wish. You do so much! You’ve earned that.”

Rarity shook her head. “M.. Mistress? Girl has. Once.”

Lyra squealed, not noticing Rarity’s dismay. “Oooh! She eats you out so hardcore—I bet that’s why! Tell us! Tell us all about it, girl!”

Trixie shot her a warning glance, but Rarity was already answering, very quietly.

“I didn’t come my first time, but I almost did. I was just a filly like Sweetie. I wanted somepony to show me why I felt the way I felt.”

“It’s okay, Rarity,” soothed Trixie, “I played with the neighbor filly too when I was that age. It’s normal.”

“That so figures!” said Lyra. “If you get the taste of pussy early on, it becomes your whole world! What was her name, Rarity? Can you tell us?”

Rarity stared into space, as she went on. “I wanted more. And the second time, I came very hard indeed.” She said nothing about their assumptions, but it seemed to clear the way for her to make her admissions.

“I knew it!” cried Lyra. “Oh, Rarity! How many times I’ve seen you being all prim and proper, and never knew you were a wild pussylicking raging lesbian? Go on—what happened the third time?”

“Don’t badger her, Heartstrings! We are going to have to teach you some discipline!”

Lyra wouldn’t listen. She confronted Rarity, eager golden eyes imploring. “What happened when you got with her the THIRD time?”

“The third time…”

Twilight returned, looking curious at the discussion.

“Yeah!” said Lyra. “Come on?”

Rarity’s face was perfectly expressionless. Her eyes… were not.

“Mother saw the scorch on the tip of my horn—and then we were in very bad trouble.”

Lyra screamed with laughter. “Eeee! I’m so jealous! I never got to play around like that. It took forever for me to come into season, and then this one older EARTH pony swooped in… I’m so envious of you girls who got to play with your unicorn girlfriends and just have fun with it. I guess it’s not too late, huh?”

“Oh, I think we can come up with things to do with you,” smiled Twilight. “I suspect every one of us would like a turn with you…”

Trixie corrected her. “Perhaps not, Mistress. Rarity does not wish it…”

Rarity did not respond. Rarity stared at nothing with a despairing, doomed expression like Fluttershy in the closing jaws of a dragon.

“Oh, okay,” said Twilight. “More for us! That was incredibly hot, Lyra. I had no idea of your, heh, talents! It’s wonderful how life just keeps on getting more…”

Rarity shook herself, as if clearing her head by a mighty effort, grimacing. “You need to leave,” she said firmly.

Twilight blinked. “What?”

“I need to tidy up around here! I assure you, I have it all under control,” said Rarity, “but I had better start right away. I did not tell you yet, but Sweetie Belle is unexpectedly staying here. Pray allow me to dispose of paraphenalia and try to render this place child-friendly. Do you have any idea how many of my new product lines must now be developed within the inner sanctum? And you cannot organize for me, before you suggest it—my creative space must remain my own, darlings. Please!”

Twilight stared at the hoof-wringing unicorn. “Well… okay, Rarity! If that’s what you want, then sure, we’ll get out of your way! We’ll go over to my place for breakfast. Rarity, do you want to come have breakfast with us?”

“No time! No time!” protested Rarity, frantically.

“Sheesh!” said Twilight. “All right, then! Come on, girls, the kindest thing you can do for Rarity when she gets like this is to stay out of her way. We had her make six dresses for the Gala, and I’m telling you we should have left her alone that time too. Let’s go!”

She trotted off determinedly. Lyra, catching her mood, was right alongside her, eager as a puppy. Trixie took up the rear, looking more fretful, glancing back at her pet with questioning eyes.

Rarity waved them away imperiously, head held high, and they went.

She held her position for a whole minute after they’d left, like a statue, proud and composed, listening to be sure they’d really gone.

Then, Rarity’s head dropped, and she walked slowly over and sprawled onto the bed, burying her face in the covers and muttering.

“…stupid, stupid, stupid…”

Rarity began to pound the bed with a forehoof, harder and harder.

“Stupid! Stupid! Miserable! Worthless! Filthy…”

Her head snapped up, tears streaking her cheeks, eyes wide with panic as she stared at the clock.

“Aaaaahh! Less than six hours before Sweetie Belle’s school is out!”

And without a moment’s hesitation, Rarity bolted from the room, her tears ignored, to tackle the clean-up of a Carousel Boutique that now saw half its business composed of kinky bondage gear.

The three unicorns trotted down the street, having decided to invade a cafe rather than make breakfast at the library-house. Twilight shrugged off the expense, which entranced Lyra.

“Hey, being the Element of Magic and right-hand unicorn to the Princess has its benefits! The salary is great! Except I keep spending it all on books. Don’t worry, I officially have you covered! Now let’s talk about these special gifts of yours…”

Lyra was walking on air like a pegasus, only barely touching the ground with each springy step. “Really? It’s really that special?”

“It’s amazing to me that you wouldn’t know that!” said Twilight.

Lyra blushed, turning a very odd color. “I did know some things! I know what it does, and I had a feeling there was something special about it when I come that way. I was very proud of my stamina. For a while I thought it was, uh, Bon Bon, causing it.” She paused for a moment. “I’m not sure whether I’m really happy, or a little sad, that it wasn’t.”

Trixie was silent, and kept looking behind her, and Twilight noticed. “Trixie? What’s the matter?”

“Something’s not right with Rarity, Mistress.”

“Oh? Well, listen to me. I’ve seen her wailing and flinging straw in the air just because she couldn’t build birds’ nests fast enough…”

Trixie’s jaw dropped. “Birds’ nests?”

“It’s a long story. Trust me, this is normal for Rarity. Once she was flipping out because she couldn’t find a measuring tape… you can degrade her a whole bunch later and she’ll probably feel better…”

“Something’s not right with you, either, Mistress,” accused Trixie.

Twilight came to a stop. “What? How can you say that? Is this one of those things where I’m getting in trouble and don’t know it until it’s too late? But it can’t be, I’m terrified and anxious when that happens, and I feel totally the opposite—or at least I did! What’re you talking about, Trixie?”

“Trixie is not sure you are handling things responsibly…”

“What?” gasped Twilight. “Now wait a minute! You know as well as I do that for Princess Celestia to approve of us, I have to be in control. Right? I’m the top Mistress of the whole operation. I didn’t ask for that—you made me into that from the start! Rarity just wants to be whipped and humiliated—and that’s already making problems for me—and Lyra is just here to be sexy and a nice treat for Rarity. By definition I’m handling things responsibly because, Trixie, I am responsible! I have to make all this work in society and I have to cool out the Princess when she takes an attitude. I think I’ve been doing it all perfectly. What do you think I’m doing wrong?”

Lyra stepped back, her eyes wide, as Twilight confronted her lover, but Trixie didn’t back down one inch, even with a hyper-powered purple unicorn staring her down.

“It’s hard to explain…” began Trixie.

“Try,” said Twilight, her horn glowing ominously.

Trixie shook her head, thinking, frowning.

“And why,” continued Twilight, “aren’t you grovelling and licking my hooves? How can you say I’m not right when suddenly you’re all Miss Dominatrixie? That didn’t used to stop you from flipping into mega-sub-space the minute I scolded you, and now this? Come on, Trixie, now you’re worrying me. Is it because you can beat up on Rarity now?”

Trixie’s eyes widened. “Mistress! No, it… it… that’s it, Trixie understands! Mistress, it is because Rarity is Trixie’s responsibility now! And in a way, so are you…”

“Rarity is your responsibility? It’s more like she’s trying to teach US responsibility. All those rules and things?” said Twilight.

“She is succeeding,” said Trixie levelly. “Trixie has been a fool much of her life. Trixie has been a fool for you, too. Trixie owes you more than foolishness, Trixie should be learning wisdom the better to guide you—and lick your hooves when the time is right, Mistress.”

Twilight bit her lip fretfully. “I’m not sure that’s a good idea. Guide me? I thought I had to be the boss of all this. You can’t really be an equal, you just don’t have the clout. I’m the one with the connection to Princess Celestia, I’m the Element of Magic, all that stuff…”

“Mistress, you are the Element of Magic?” said Trixie cautiously.

“I…” said Twilight, and stopped herself. She pouted. “Wielder of the Element of Magic, technically. Thank you for the correction. What’s with you, Trixie? You’ve always been so compliant…”

“Not always,” said Trixie, remembering a dark night and Twilight’s searing, light-pouring eyes, a night when she’d stood in Twilight’s path and blocked her.

“But… wait, I get it! Trixie, are you jealous?” said Twilight.

“It’s not that simple,” said Trixie.

“Aha! That is not a denial, it’s an equivocation! Oh, Trixie, don’t you see all the things I’ve done for you? These other mares, they don’t really matter, it’s just… just… bonus! Quality of life stuff, you know? It’s you who wanted to go talk to Rarity that first time, about getting some toys. If only I hadn’t listened!”

Lyra backed away another pace, her tail lashing, drawing a forehoof up.

“Steady, Heartstrings,” said Trixie. “Mistress! Trixie is not arguing that you’re not a wonderful Mistress, and yes, you have done amazing things with the Princess. Though Trixie played a part in that too—Trixie suspects it was her turning to the Princess for aid that changed things.”

“Then, what?” demanded Twilight, an ear flicking fretfully.

Trixie thought hard. “Mistress, you and Rarity ganged up on me. It was… shattering.”


“It… the… I thought,” said Trixie, “that she was carving you up, torturing you. Her knowledge of pain is… ingenious. She did you no lasting harm. You knew that all the time, but you allowed me to think what Rarity wanted me to think.”

“…yes?” said Twilight Sparkle, hesitantly. “Where are you going with this, Trixie?”

Trixie shook herself. “Mistress, Trixie trusted you to be in control. But it is like you are inexperienced… trying to deal with a situation that grows more and more complicated, and losing control of it.”

Twilight just stared. Trixie continued, with every effort at gentleness.

“You allowed Trixie’s whole foundation to be undermined just as a ploy. You’ve done things with Trixie and Lyra that seemed to upset Rarity, and you shrug them off. And now you’ve offended Lyra and haven’t even noticed.”

“DAMN it!” squeaked Twilight, and Trixie cringed back for a moment, but what followed was not rage. Instead, Twilight gazed imploringly at her, tearing up. “I’m TRYING to be in total control, Trixie! It’s so important! Please don’t give up on me now, I’m so out on a limb…”

Trixie’s jaw dropped, and then she had rushed forward, embracing her lover. “Twilight! Mistress! Trixie will never give up on you! Trixie is so sorry!”

Lyra looked on in shock, until Trixie turned her head, looked her right in the eye, and said “More hugs, Heartstrings! Mistress needs more!”

Hesitantly, she stepped forward, reared politely and wrapped forelegs around the trembling purple unicorn. And I thought my feelings were hard to ride, she thought. Maybe this means they’ll understand me. Maybe? If they don’t just tire of me and send me away?

Twilight sniffled. “Thanks. Really… thank you. You’ve gotta stick with me on this stuff, so much is at stake. It’s scary. I don’t like to think about how scary it is. Most of the time I can tell myself I’ll stay on top of it, but it’s just not fair… I have to be able to control Princess Celestia, how is that even fair?”

“You don’t, Mistress, you don’t,” soothed Trixie. “She can think what she wishes…”

“No! I have to keep her in favor of us! We’re so lucky that that even happened, and now Rarity with the whip marks, and all this crazy fucking, and…”

“It’s okay, Mistress, it’s going to be okay. Right, Heartstrings? Tell Mistress it’s going to be okay.”

Lyra gulped. “Um… I guess it is? Don’t worry, Twilight. It’ll be fine.”

Twilight seemed to pull herself together. “Wow. You shouldn’t be having to tell me that. I better settle down. Do you think it’ll help if I have breakfast? That’s what we were going to do.”

Lyra made a face. “My legs are really, really wobbly…”

Trixie gasped. “Of course they are! Mistress, you saw what Heartstrings did last night. Can you imagine the energies that depleted? The poor thing must be on the verge of collapse. Breakfast is exactly what we should have, and you will feel better too once you’ve had some…”

They continued on. Trixie glanced warily at a cream-colored earth pony with a dusky red mane and a rose cutie mark, who’d seemed aghast at their clinging display. Twilight and Lyra seemed not to notice her presence—Twilight was preoccupied, and Lyra seemed to look right past her even as she ran off to talk to another flower-cutie-marked pony.

“So,” said Twilight, “Lyra. Er, Heartstrings? Is that something you could do… again? I should say that it won’t come between me and Trixie, in fact it’s important to Princess Celestia that nothing come between me and Trixie, so don’t be confused about what I’m suggesting. I just… well, I think any unicorn mare would go a little quivery at the idea of being flooded with so much magic! Sexually, I mean. It’s unimaginable. Do they glow all over? You know, a unicorn mare you… penetrate, with your magic.” She licked her lips.

Lyra shook her head. “I’ve never.” Her heart beat a little faster at Twilight’s attention, even as she tried to handle the implications, thinking about her position. Her only way into this situation was as a fuck-toy? That seemed… not great.

Trixie smiled wickedly. “Oh, you will. That is, if you wish. Trixie understands just how Twilight feels. Though, Mistress, again, be kind. You are making it sound like we don’t wish Heartstrings to be around. And Rarity seems to like her.”

“It’s okay!” protested Lyra. “It’s okay. I swear, I won’t come between anypony and anypony. I’ll do whatever you want, if you’ll just let me stay…” A pleading tone entered her voice.

Trixie lifted an eyebrow. “Really! Calm down, Heartstrings. One thing Trixie learned from Mistress and the ponies in this town is, they’ll make a place for you. Though it is possible that Trixie’s welcome was enhanced by her triumphant return in the company of Twilight and Princess Celestia…”

“But you already live here!” said Twilight. “You should be fine. Soooo… when do you think you’ll be recovered enough to, you know… light somepony up a little?”

“Twilight!” giggled Trixie.

“Do you think you could light up Trixie?” winked Twilight. “I can, if she doesn’t get too excited. It would be nice for her to have more of that, without having to hold back. She gives it to me so passionately. I’d like to see somepony turn the tables on her. Just to, you know… watch.”

Trixie had blushed purple. “Oh, Mistress!”

“I wonder if… okay, here’s a crazy thought. Shhh, lean closer… what if me, and you, and Rarity, all touched horns and came at the same time—and then Lyra unleashed that monster arc, and…”

“Not Rarity,” objected Trixie. “Trixie is telling you, something is wrong there.”

Twilight rolled her eyes. “Can I at least have the fantasy? I gotta have my fantasies so I can deal with day to day stuff.”

“Your fantasies are… special,” said Trixie, solemnly. “Heartstrings, you’re going to have to get used to Twilight fantasies. I guess she is sharing them with ponies other than me, now?”

Twilight pouted. “Rarity doesn’t allow me all of them. Well… she doesn’t allow me to talk about them. I can still have them, but I have to be careful to not tell her.”

“Can I have fantasies, too?” asked Lyra.

Trixie blinked. “Of course! Trixie would love to hear all about your fantasies, Heartstrings. Share them with us!”

Lyra bit her lip and looked sidelong at Trixie and Twilight. “I don’t know if it would work…”

“We’ll make it work!” said Twilight, encouragingly. “Why not? Let’s hear it!”

“I… I want a unicorn mare to do ME. Not the other way around! Or… I’m okay with it, the other way around, but I just want to feel that magic gushing into me. Not out of me. INTO me.”

Twilight and Trixie stopped in the middle of the road, stunned, and looked at each other.


“Trixie is not sure she could. Er… Trixie is not at all sure. If you tried to relax, very much, perhaps meditated…”

“No!” protested Lyra. “No relaxing! I want to be excited, really let go, feel my lover overwhelm me and force my gushing magic back into my horn, plunge into me…”

Twilight licked her lips. “Oh yeah. I know just what you mean.” She winked, this time with her eyes still wide. “Oh yeah. But it’s Trixie who can do that to me, she’s very sexual even though I’m more powerful in other ways… and if she can’t… and I’m not sure she could, from what I saw…”

Lyra’s lip quivered tragically.

Trixie snorted. “Should have been you kidnapped into sex-slavery, not me.”

“Trixie!” protested Twilight, and then considered. “Though you may be right… I wouldn’t be that surprised if she could do it. Why do you say that, Trixie? What do you know?”

Trixie’s expression was truculent. “Trixie knows enough. Trixie has watched her squirt. Not Trixie’s finest moment!”

Twilight gasped. “You did? Oh my gosh! You watched Luna squirt? What was it like? You never told me!”

“You never asked. Trixie is glad you never asked…”

“But what was it like?” asked Twilight, as Lyra stared avidly, tongue hanging out.

Trixie’s eyes were haunted. “It cut through rock…”

“Oh my gosh!” squeaked Twilight. Lyra’s legs wobbled for a moment.

Trixie glowered. “Not for mortal ponies to play with. Trixie suspects she was very lucky to get out of there alive.”

At that, Twilight blinked. “You can’t assume that. Technically, the magical force of the unicorn stallion orgasm is already more than enough to boil your brain—that’s why you get the little char on the tip of your horn, when it’s really good. The thaumaorganic matrix of the horn catalyzes it as it flows through, allowing the stallion’s issue to fill the mare and inducing ovulation. Just because Princess Luna’s come cuts through rock doesn’t mean it would hurt you in sex.”

Lyra’s jaw hung open in shock. Trixie glared at Twilight. “Mistress read that in books, did she not?”

“Well, yeah…”

“Smell the burning rock and tell Trixie that again. Or, rather, do not tell Trixie another thing. Please! Trixie is sorry she brought it up!”

“I’m sorry,” said Twilight. “Though honestly, I’m pretty sure it wouldn’t kill you to take an alicorn. And… you might be right, there’s no way that wouldn’t overpower Lyra’s horncome. I think it would be really hard for any alicorn to avoid.” She blinked. “Gosh. My poor brother. Maybe Princess Cadance is just really good at relaxing? Now that I think of it, they’ve never once talked about foals.”

“Mistress!” protested Trixie.

“Sorry! Poor Trixie. You know once you get me onto a dissertation, it’s hard to stop…”

“Trixie knows!” laughed Trixie, ruefully. “Please, can we go have our breakfast?”

“Of course! Come along, Lyra. Lyra? Lyra!”

Lyra started, glancing at Twilight.

“We’re getting breakfast, remember?”

Lyra nodded. “Coming!”

As they walked, Twilight whispered to the beautiful young unicorn mare, “Remember, a fantasy doesn’t have to be realistic to be good!” and winked—with her eye, though the fantasy in question nearly had other parts of her winking as well.

Lyra, in turn, walked in a daze, stumbling for a moment as her high-strung, obsessive brain whirled, entranced, around the image of Princess Luna roaring and unleashing a withering bolt of horngasm that seized hers, forced it back, and plunged itself fiercely into her horn… half the time, she pictured herself glowing with the forces and withstanding them, pictured herself being impregnated.

The rest of the time, she had a picture of wild alicorn energies burning her up from the inside, horn first, in a flood of magic that would burn through rock. She imagined the glorious searing pain and release of it, as an unbearable intensity of magic literally tore her body apart while she came, her own copious squirting stuffed back down her horn heedlessly, the alicorn magic burning away horn and flesh until she was just a shell of skin and bone, held up in the form of the raging torrent of magic and willingly consumed by her lover’s release, to drop in a shapeless heap when the orgasm died: hollowed out, just skin and hooves, no horn left and a stunned, sated, blissed-out look in her staring, lifeless eyes…

Lyra stumbled again. What a way to go, she thought.

“There you are, darling!” called Rarity.

Sweetie Belle squeaked in alarm. “Eep! Oh, hi, Rarity! I…”

“Oh, Sweetie, what are you DOING?”

The little unicorn filly blushed. Her forelegs clutched the top of the sack to her chest, and she took another awkward hop.

“Sweetie?! Answer!”

“Oh, Rarity! Something’s wrong and… I just don’t want to stink up your place!”

Rarity gasped. “Sweetie Belle! Put down that sack this instant. We are going to have a talk!”

“But…” said Sweetie, and then she sighed. She lowered the sack, and stepped out of it, and a nearly visible cloud of pheromones wafted forth. Sweetie stood in the middle of this palpable aura of marely need, pouting. “I’m sorry! I can’t help it!”

“Oh, Sweetie! Of course you can’t. Come here, sit down. Is it bad, darling?”

Sweetie approached reluctantly. “It must be really, really bad, from the way Mom and Dad are acting! I’m sorry, Rarity, I can’t make it stop! Please don’t punish me?”

“What? No, no, dear! You misinterpret. Far be it from me to suggest your condition is intrinsically improper, when you have caught me being overtly salacious in a similar plight!”

Sweetie wrinkled her brow, thinking. “Huh?”

Rarity took a breath. “You’ve caught me being sexy too, Sweetie dear, and scolded me for it.”

“Oh! Oh yeah! You totally deserved it. You felt like this?” asked Sweetie. “Maybe now I understand the way you were acting a little better!”

“Indeed you would, and that is precisely the point,” said Rarity. “It falls to me to educate you on what is happening to your darling little body. And, I hasten to add, it IS a darling little pony body, and nothing is wrong with it—you mustn’t behave like you are to be punished for this. Handled appropriately, these new discoveries of your body can be—nay, are—a beautiful thing. But they must be handled appropriately, and this I will attempt to teach you: today, for it shall not wait upon my convenience.”

“Are you going to make these feelings go away?” asked Sweetie Belle.

Rarity’s eyes bugged out. “No! No no. But I intend to give you tools that you can use, on your own, that would help. In a sense. I warn you, I shall lock away my own property with even more privacy now, so make do with what I tell you, for I shan’t be giving you anything from my shop.”

“Awww!” said Sweetie. “Do you promise it’ll help? Nopony’s doing ANYTHING to help!”

“Are you sure?” shot Rarity, with sudden intensity.


“Are you sure there is nopony, not ANY pony anywhere no matter who it is—who offers to,” and Rarity gulped and looked sick, “help?”

Sweetie just looked confused. “No! Nopony is even hinting about it. Mom started getting mad at me, and Dad stopped hugging me, and they won’t even talk to me now and if it wasn’t for Sc… um, nope! Nopony at all is going to help!”

Rarity missed the little cover-up, because Sweetie rapidly put on a convincing look of woebegone helplessness—and because she was nearly falling over with relief, her mind racing ahead already to what she must convey to Sweetie.

“Well, first of all, although it may be hard to believe—be glad of it, darling. Trust me. Later in life you will be grateful for prudence shown at this time. Again, I promise to explain some coping mechanisms you may resort to, but the first order of business is, do not let anypony, ANY pony, ‘help’ you with these feelings just yet. Do we understand each other?”

“Yes, Rarity,” said Sweetie obediently, figuring that Scootaloo’s plans would be bad to bring up.

“Do you understand? Nopony is to do things with you to relieve your stresses. Repeat it for me!”

“Nopony is to do things with me to relieve my stresses,” said Sweetie. “Sheesh. Me and Scootaloo already figured out this is that baby making stuff! I guess that is the worst thing ever, huh?”

“I never said that!” protested Rarity.

“But you’re acting like something terrible is going to happen!”

Rarity’s expression was complicated, powerful, unreadable. “I… no, Sweetie. We’ll prevent anything from happening, certainly including baby making. I cannot say that is the worst thing ever.” She gulped. “I can tell you, however, what you are to do, so that your life will be simpler and easier.”

Sweetie nodded. “Okay! So, learn stuff not to do, and then life won’t be terrible and wrong. Got it!”

Rarity hesitated. “That is putting it strongly—life can still be beautiful, dear Sweetie…” She bit her lip, and then pressed on. “We’ll leave that for now! Your friend Scootaloo is quite correct. It is indeed ‘baby making stuff’ happening to you. Hence, the pressing need for your education.”

“When do we get babies, then?”

“You don’t!” snapped Rarity. “Not if I have anything to say about it, and I assuredly do! What you get is this: knowledge! And knowledge is power.”

“To make the babies?” said Sweetie, skeptically.

“To not have to make babies, until such a time as you can raise them as a grown, adult mare with a stallion of your own. It’s very important, Sweetie! Please attend. I swear to you, upon my honor, if you sit through some facts and information you must know, I’ll explain what you can do to feel better.”

Sweetie’s little ears perked up. “You’ll show me?”

“I will explain! I will not show you. Trust me, darling, you’ll figure it out, especially with the state you’re in. A hint, a tactful suggestion, will more than suffice. That part’s all yours…” said Rarity.

“Okay—shoot! What’s going on?”

Rarity took a deep breath. “Heavens. I am not sure how much you know. I shall ask. Sweetie, do you know what a penis is? What a vagina is?”

“Sure! I pee out of there. And we went and watched some farm animals over at Apple Bloom’s place. I even know that you make babies by putting the penis in the vagina, and… something.”

“Oh, good! This makes it so much easier. You know something.”

“I know lots of things!” countered Sweetie Belle.

Rarity lifted an eyebrow. “You think? I’ve already caught you in one error, darling. Fetch me pen and paper! I shall draw a diagram.”

Sweetie scampered off, and Rarity cringed and averted her gaze, for the little filly indeed showed all the signs of her change, and was leaving wet spots where she sat. When she returned with the pen and paper, she too spotted that problem, and blushed bright. “I’m really sorry, Rarity…”

Rarity regarded her levelly, and then her magic flared to life, reaching out and selecting what Sweetie Belle could tell was the most expensive piece of fabric within reach, a glorious red silk swatch. It swooped toward them, and Sweetie gasped as Rarity wiped up the little wet spot with the valuable fabric, and then folded it and laid it tenderly down where Sweetie had been.

“Pray be seated, darling.”

Sweetie’s eyes bugged out. “But… but… Rarity! That’s your really nice cloth! I’m gonna ruin it!”

“Sweetie Belle, this is a lesson for you! Your marehood is not a shameful thing, even when it readies itself for sex and makes demands of you that you cannot assauge. It is a precious treasure that can give great pleasure to you and your chosen mate, and it deserves care and respect. Sit on the cloth! Yes, I picked the most expensive piece, for you. I’m sure it is as much of an honor to the cloth as it is to me, to support you through this difficult time.”

Eyes still wide, Sweetie sat. A shiver went through her as her personal areas touched the texture of the new silk, which Rarity did not notice, for she was sketching busily on the paper, her horn glowing briskly.

“Observe! Voila, the vagina! What you have not realized is this: urine does not come from deep within the vagina. The vagina is not a big hole full of pee. It is a cozy nook, a special place for mating and sexual activities, and the pee comes from this little dot, here, which is called a urethra…”

“What’s that mean?” asked Sweetie, shifting on the cloth.

Rarity blinked. “Ah… tube through which pee is conducted? My point being, you’ve not learned everything you should know at this stage in your maturity, dear. Here is another one. What is this object, she asks in reasonable expectation that Sweetie Belle will not know?”

Sweetie gave Rarity a glare, and squinted at the diagram. Whatever it was, it rested under the vagina, because Rarity had drawn a decent representation of a tail above it, and even a cursory asterisk between them representing an anus, though she’d drawn it very small and sketchy. Sweetie wriggled again. She had no idea what she was looking at, but had an uncomfortable feeling that her own body was reminding her she had one, and it was pressed against the cloth.

“Good, good. Sweetie Belle, that is a clitoris. Here, let me sketch its counterpart…” Rarity drew rapidly, and an alarmingly convincing stallionhood appeared beside the vagina. “This is roughly to scale. It is, of course, a penis, and here is the flare, and here is the medial ring. And lastly…” she said, and sketched two slender cones, “and most importantly, horns! On this paper is all you need to know, certainly at this stage, and perhaps for many years to come. At least, it’s all I’m prepared to teach you. But teach you I shall—and I don’t care if it embarrasses both of us—for I am damned if I am going to let you grow up troubled by shame and distress about your natural body processes!”

Sweetie gulped, and studied the pictures.

“First things first—I shan’t explain to you how to find relief until you’ve satisfied me that you understand the rest of this, so attend! For a unicorn, mating begins with the horns. While you are having sexual activity—which I’ll explain in a moment, never fear—at moments of great excitement, your horn will discharge magic. As it does, your mate’s may do the same. The gouts of magic can link…”

Rarity trailed off, looking uncomfortable. She forced her mind off some private thought, and blinked at Sweetie. “Oh, sit still, darling, it won’t take long!”

“Sorry!” said Sweetie Belle.

“They link, as I said, and then your stallion—or at least the other unicorn—may drive the point of this contact toward you. If it is thrust into your horn, you experience a special type of psychic orgasm, and do what is called ovulation…”

“What’s an orgasm?” asked Sweetie.

“Nature’s little bribe!” responded Rarity. “That’s how it gets you to do all this with other unicorns! I’ll explain more later. My point being, it is this that causes you, a unicorn mare, to ovulate. That means, releasing an egg—you may also think of it as a sort of seed—to be planted in your womb.”

Seeing Sweetie Belle squirming again, Rarity hastened onward. “A womb is what lies at the depths of your vagina, Sweetie. It is where a baby grows inside you. You’ve seen Fluttershy and Rainbow Dash lately? Foals reside within their wombs. It is like a room inside your body, and the entrance is the vagina. This brings us to… oh, settle down!”

Sweetie blushed and sat still. “Sorry. I’m paying attention, I promise!”

“I’ll be quick. Poor thing, it must be terribly boring. You may return at any time to ask further questions, be assured—always, dear Sweetie Belle, will I be there for you. With my diagrams! Ahaha… onward!”

Sweetie sat determinedly still, on a swatch of silk that she could now feel every fiber of, vowing not to let Rarity down—and Rarity continued.

“This brings us to the penis and vagina, the physical consummation of mating! This part does not require a unicorn. I’ve shown you urethra and clitoris—around here is what we call the vulva, and the petals of the labia. If you’ve not yet discovered it, let me warn you that they play a little trick that can be alarming to the unaware. The equine labia can wink, like your eye! Except, rather than staying open and winking closed, they remain closed and then wink open, exposing the inside of your vagina to your lover. It is very likely an exquisite shade of pink, Sweetie, and very beautiful. You should reserve this display for only very special ponies, because it is also a sign that your body wishes immediate mating…”

Sweetie gritted her teeth, feeling a twitching under her, as her labia winked—and closed around a wrinkle of cloth, the texture vivid against her inner folds. Her ear flicked, and her eyes began, slowly, to cross.

“It won’t be long, poor exasperated darling! Sit still and listen until I am done. This diagram is roughly to scale. I am aware it may seem large, but you must trust me: if you are in the proper mood, the stallion can push his penis into your vagina and it will not hurt. Not in an unpleasant way, anyhow—again, you must trust me and not be afraid, when that time comes. Which shan’t be for some time, if you’re good and listen to my advice. Your vagina produces lubricant, you see. You have probably already noticed this: it is not pee, nor is it vile. It is there to ease passage of the penis and as such, is to be welcomed. About this much penis,” said Rarity, and indicated on the diagram, “will thrust into you, roughly to the medial ring. This part here is the flare, and once in, it expands vigorously to hold the penis in place. In orgasm, the penis squirts semen, which is the stuff that fertilizes the egg—waters the seed, if you like…”

“How much?” said Sweetie, trembling, beginning to sweat.

“Don’t be alarmed! That doesn’t hurt either, it is an enjoyable sensation. Perhaps a few cupfuls, no more than that! It can be a flooding or gushing sensation, spurting into your womb. I apologize if this is ‘gross’ or ‘icky’, but maybe that will help you stick to more private forms of relief while you grow up a little more, and that is all to the good! Even in the absence of ovulation, Sweetie, you may wish to avoid exploring sexually while you get your bearings. If I… well, anyway, trust me. Stick to the hoof, dear one!”

“The hoof?” whimpered Sweetie, her eyes crossing.

“Your secret weapon! That and the clitoris! With the aid of the trusty hoof, Sweetie, you can relieve your stresses safely and privately! I believe we’ve covered the basics, so I’ll teach you an old mare’s trick for feeling better. Not only that, I will then go and run an errand, dear one, and I promise not to inquire about anything once I return. Do we understand each other? I will explain this and then I am going to be gone for perhaps the next hour or more, and you’ll be alone and private.”

She studied Sweetie Belle. “And I’ll explain quickly, too, for you look far from comfortable…”

“You think?” squeaked Sweetie. She wriggled again, and whimpered, her eyes going wide.

“Here’s what you do,” confided Rarity. “This part here? It is the clitoris. You don’t need a stallion, or to do anything you might regret, dear Sweetie Belle. All you need do is take a hoof, and touch and massage this part. You’ll find it swells and projects…”

Sweetie could not disagree. Hers projected mercilessly against the soft pad of folded silk, and her heart pounded. Her eyes began to cross again.

“You try that. You may also be helped by imagining what I’ve told you—your body understands the thoughts even if they seem strange and unfamiliar. Just patiently massage the clitoris—gently, not roughly, with a hoof—and imagine the stallion’s penis thrusting into you, something you shan’t experience until much later. These thoughts are natural and okay, I insist. Oh! You’re quite right, rubbing yourself against something can do the same job if you prefer it. I’d ask you to please w… wait until… I…”

Rarity blanched, her jaw dropping as she stared at what Sweetie was sitting on—stared at the brand new sheer SILK cloth she had made Sweetie sit on. The hapless filly had gone red in the face, and her eyes were crossed, unseeing, a little panicky—her motions beyond resisting, any longer.

“Oh, fuck,” breathed Rarity in horror.

“Eeeh!” squeaked Sweetie Belle, her body jerking. “Eeeh! nnnh! ahh! eeeh! uh!”

Rarity watched, frozen in shock, blushing harder than she had ever blushed before, as Sweetie came. There was no time to run, or to do anything. Sweetie’s body shook, and her little horn glittered and then fired a spurt of magic against the wall. It went on and on.

Rarity stared, her heart pounding, filled with panic, and eventually Sweetie Belle subsided, her head dropping exhaustedly. Then it slowly lifted, and her eyes met Rarity’s, both sets of eyes full of tears.

Sweetie’s lip quivered, her face twisted in woe. “I’m… I’m so sorry, Rarity…”

“Oh, Sweetie Belle, darling!”

Rarity rushed forward, ignoring her own distress, ignoring her burning, blushing face, and hugged the trembling filly. “Oh, Sweetie, don’t cry! I blame myself, I ought to know what silk can do! It must have been a complete surprise, poor thing! LISTEN. No, first, let’s get you off that blasted silk, THEN listen…”

Rarity dragged Sweetie off the folded cloth, cuddling her like a baby, staying well clear of her silk-shattered young hindquarters while doing so. “You’re safe, Sweetie. You’re okay. It’s okay. I’ll give you privacy from now on, I swear it, but listen to me—you are okay! We’re just embarrassed, there is nothing wrong with being a little embarrassed! Don’t cry, you’ve done nothing wrong.”

Sweetie Belle sniffled. “Really?”

“Really!” said Rarity, fiercely. “I’ll give you some space in a moment, but I am damned if I am going to gallop off and let you believe you’ve acted shamefully. I’m a fool to have sat you on that silk, child, but what I said holds: you are precious, and so are all your personal places, and you do deserve the finest cloth. Even if I forgot the tricks it can play on a marehood!”

Sweetie’s heart rate was beginning to slow, and bliss flooded her, washing her distress away, aided by Rarity’s dutiful and chaste cuddling. She wiped her tears with a hoof, looking up at Rarity in awe. “What WAS that?”

“That was sexy times, Sweetie. That was orgasm. I had no business witnessing it—but I would have told you it was a beautiful thing in any event. I… you… it was, child, it was,” said Rarity, shaking her head. “You’d better keep that cloth, it’s yours now. And keep the orgasms inside your room, please! They are private. I swear I won’t intrude on your private moments. Yell at me if I’m about to barge in. You can do that, can’t you, Sweetie?”

Sweetie Belle giggled, dreamily. “Yeah! I can yell at you real good!”

“Now, do you want me to trot off, darling? I apologise once more for witnessing that. It was more inappropriate than… than almost anything.”

“Will you help clean me up? I made a mess.”

“Oh, no!” snapped Rarity. “Not on your life, young lady! You are officially a mare now, complete with the urges and the orgasms. You’ll tidy your own darn labia, missy!”

Sweetie giggled again. “That sounds like something Applejack would say!”

Rarity stared into space. “You’re right, it does. I’m sure she would have handled this ever so much better…” She sighed.

Sweetie nuzzled against her neck. “I love you.”

“Oh, Sweetie! Maybe I’d better get up, you’re embarrassing me.”

“Nooooo! Don’t get up! It’s not like you’re touching me sexy, are you?”

“No!” gasped Rarity. She stared in horror at Sweetie, who gave her a stern look back.

“Rarity. I’m not a dumb pony!” said Sweetie Belle. “I can figure things out! You were all warning me about getting sexy around other ponies, right? You didn’t want me getting sexy around you, you wanted to go away and let me do that on my own. You even said so. Right?”

Rarity nodded, speechlessly, still looking frightened.

“And then you described everything so amazing that I did an orgasm anyway, which I never did ANYTHING like that before, ever! Stupid cloth! And you didn’t think that was going to happen, did you? And you didn’t mean to make me sit on that special cloth, did you? And then you saw I was freaked out, and you hugged me, you didn’t like start all touching me there or something, did you? Well, DID you?”

“Of course not!” said Rarity, her eyes wide.

Sweetie gave a little sigh, and snuggled against Rarity’s side.

“I was scared you’d be mad at me—but I’m not scared any more. And I feel so much better. You’re the most awesomest big sister ever, Rarity. I love you.”

A tear dripped down Rarity’s cheek, and she drew Sweetie a little closer, protectively.

“What else could I be?” she said.