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Confound Those Cutie Marks	By : FairySlayer Category: +M through R > My Little Pony Views: 9973 -:- Recommendations : 0 -:- Currently Reading : 0
Disclaimer: I do not own the "My Little Pony" franchise or have any association whatsoever; I do not make any money for writing this story. You are responsible for dealing with any confusing, tingly feeling you get while reading this.

Chapter List
- 1-Confound Those Cutie Marks
- 1
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"I can't thank you enough, Twilight," Rarity said with a bit less of her usual accent while putting a few more pins in the gown her friend was modeling.

The purple unicorn herself was standing on the platform and wondering why Rarity was sounding a bit different. It had never crossed her mind that Rarity's mannerism were an affectation, but then she thought that the white unicorn was simply nervous about her special project and trying to hide it. Even the way Rarity moved seemed a little slower, more thoughtful. She could only catch occasional glances because whenever she peeked back Rarity immediately told her "Eyes forward!" or some such, explaining she was only at the basic fit and style stage of creation.

From the corner of her eye Twilight saw Rarity step back once again, checking out her rump and flank. Rarity's unusual calm and quiet was making Twilight nervous herself. She thought about the whole Grand Galloping Gala dress fiasco and how much she must have hurt Rarity's feelings by thoughtlessly taking advantage of her. The question of how to make it up to her had been bugging her for awhile, and she jumped at the chance to help with this late-night design session to alleviate a little bit of that.

Yet Twilight still had apprehensions about this deal: The dress was free but Rarity had full creative control over the design. If it worked out, Twilight could enjoy a beautiful new outfit while also being a walking advertisement for her friend. Twilight even promised to wear it the next time she visited Canterlot, though with her new appreciation for Rarity's talent the phrase "no matter what" never crossed Twilight's mind.

The model looked over the hundreds of life drawings and model sketches based on Rarity's brilliant new idea. They were piled on a large old workbench that was very much out of place at Carousel Boutique. The pits and grooves from may years of rough use, the exposed grains, all seemed to wriggle and dance about in the candlelight, making its presence even more obvious. But when the inspiration had struck Rarity was so eager for extra workspace that she got the first large surface she could find and simply tacked some Formica on top. Besides, it was only temporary, and she'd already figured out whom to donate it too afterwards.

"You've really outdone yourself on this," Twilight noticed aloud, if only to break the awkward silence.

Rarity instantly sounded like her old self again. "Oh yes! I must tell you it's simply amazing. It'll revolutionize high-end fashion forever. Covering up cutie marks and then simply using its colors as accents can turn out so dreadful! But showing off cutie marks and actually making them an essential part of the design will let everypony express her full inner beauty as well, and always in good taste."

"Won't that mean a lot of extra work for you?"

"Of course, but it also means I can charge more and take on an apprentice. Hopefully a really cute one," Rarity explained with a giggle.

A giggle? Twilight didn't expect that. A polite titter, even a short haughty laugh now and again, but Rarity giggling was indeed, well, a rarity.

Before she could think too long her eyes suddenly went wide and she sucked in a short breath as the white unicorn ran a gentle hoof across her left cutie mark. Twilight immediately spun around and stared at her in shock, forgetting to breathe.

"Oh, how rude of me!" Rarity apologized. "It's just that your cutie mark, well, it's so lovely and fits you so perfectly in every way." Twilight's sudden gasp made her pause, but then she continued, "In fact, testing my new theory on you isn't much of a challenge because... you're so beautiful. Very beautiful."

Rarity suddenly snapped out of her revelry and stepped close. "Oh, look what I made you do!" she complained to herself. "Let me get some of those pins out before they jab you. Then she stepped even closer and slipped her hooves under the neckline. "Hold still, dear. You'll get scratched if I just levitate it off."

Twilight let Rarity have her way, but her heart started pounding when Rarity's forelegs were far enough back to rest on her neck. Rarity's muzzle was right against her face. The white pony's hot, deep breaths were going right into Twilight's ear, making her knees go weak for a moment. Rarity finally levitated the dress off of her and placed it on a ponnequin.

"Oh dear, you're shaking. Perhaps I made you stand still too long. Here, come down and stretch your legs a bit."

"That must be it," Twilight said while shaking her head a little. Then she complied, with Rarity steadying her as she stepped off the platform. As Twilight moved around Rarity followed, brushing her mane with one hoof, gently stroking her neck and withers at the same time.

Rarity bit her lower lip and then offered, "So, your cutie mark... You never...?"

Twilight froze, but her friend's nervous, expectant look demanded an answer. "Uhm, well, I kind of know about it."

Rarity suddenly raised her eyebrows and smirked. "Just 'know'?"

The purple pony could feel her cheeks burning, and despite her best efforts she was smiling like an idiot.

"Don't be ashamed. It's very normal and healthy part of any mare's life." Rarity's soothing had pretty much the opposite effect, so she changed tactics. "Oh come now, Twilight, isn't it a bit foalish to be embarrassed by such things? Surely, you wash it every day and hardly ever think twice about it."

"I... I suppose not."

Rarity patted Twilight on the back before rushing off to a locked cabinet. "Here, I have some special lotion just for cutie marks. It's a clear mint base that really brings out the natural luster while being, uhm, very refreshing." She scampered back with the tube in her mouth and then quickly levitated it before opening the cap with her teeth. Twilight reached for the tube but Rarity suddenly pulled it back. "Uhn uh! It needs to be applied with just the right touch, so let me show you, okay?"

Twilight swallowed hard. "Okay."

Rarity led her to the workbench and had her support herself on it with her forelegs. "Just in case. It's a bit tingly and I don't want you to get dizzy again and fall." With that she carefully squeezed out a trail of gel on both cutie marks, so gently that it barely clung to the outside edges of Twilight's body hair. At the last second she decided to take one more precaution, so with a glow of her horn she summoned several pillows and cushions, the nicest ones, over to put under her shaky friend.

Then she slipped off her front horseshoes and raised a hoof. "Ready?"

Twilight was so anxious she could only nod. She wasn't even sure what she was scared more of: being touched there by a close friend, or that same friend thinking she was a chicken, ashamed of her own body. She watched Rarity's hoof slowly approach, maybe even trembling a little, but Twilight's eyes were already squinted.

Finally the white hoof came down on her left flank, making her haunches tense up. After holding still for a few seconds Rarity started making small circular motions. Twilight shivered at the feeling of both bare and gelled bits of Rarity's hoof caressing one of her most sensitive spots. She faced front again and let her eyes flutter closed. Rarity's occasional harder strokes made a wave of pleasure roll across her body in that direction. It was thrilling, but also a bit scary. She felt her mouth run dry as her breathing sped up.

"Is that okay?" Rarity crooned.

"Hn-hmm..."

As Rarity worked it in harder the naughty pleasure was accompanied by a cool and tingly sensation that made her hind legs tighten up. It was getting so intense that she almost pulled her flank away, but that notion disappeared when Rarity's other hoof started working on her right cutie mark. Twilight peeked back momentarily to see her friend sitting on her own haunches, right behind her, struggling a bit to massage both sides at once. Rarity's eyes were closed and she was smiling, like she was the one being titillated by the sensual massage.

Rarity's eyes opened and she smiled at Twilight, who was instantly embarrassed at the thought of her friend's face right behind her bum. Twilight hoped Rarity had closed her eyes again. Then Twilight suddenly caught a gasp in her throat when she felt a coolness up between her thighs. She was getting wet! She pulled her hind legs together and dropped her tail over her bottom. But even if Rarity couldn't see she might still smell her natural juices. But that fear only made the intimate massage all the more thrilling, and made her own arousal trickle a little further down between her stifles.

Suddenly Rarity stopped massaging the right side. Before she could even protest in her own mind Twilight suddenly felt something soft, wet and very warm pressing into her left cutie mark. "Ohhhhhh!" she shivered as the white unicorn began nuzzling her cutie mark. The intensity of that feeling made tears form in Twilight's eyes, but that was nothing compared to the sudden shock of Rarity running her tongue up across it. This time she couldn't contain her whimper.

"Mmm, you're so tasty Twilight," Rarity cooed before making several more shorter but harder licks. Rarity rested one hoof on her friend's back and use the other to gently grip her tail, stroking it but also ready to pull it if Twilight tried to pull away.

Her tail being played with was a double threat for Twilight. It was nearly as sensitive as her cutie marks but also she was positive some of her slickness had gotten onto it. She prayed that the gel on Rarity's hoof would keep her from feeling or smelling that. But the fear melted into ecstasy as Rarity nuzzled and stroked even harder with her mouth and tongue.

Then the older pony held herself up with the foreleg on Twilight's rump and used her other hoof to resume massaging her left cutie mark, trapping Twilight's tail against her left leg. The cool air tickled the exposed bit of her vulva. Rarity pressed the side of her face against the cutie mark and let out a contented sigh. "Twilight?"

"Hnn?"

"Tell me how you do it. What do you like?"

Twilight moaned in protest and even tried to stomp her hind legs a little, which made her aware that her natural lubricant had spread nearly to her quarters.

"Tell me, pweeeeeze."

It took a moment, and Twilight found that she had to suck some saliva off her lips first, but she finally answered barely above a whisper, "Sometimes... when I have, I mean when I put on lotion I do it a bit extra."

"Ohhhh, you 'have'...? Have what?"

"No, it's... It's not.... no. OOOOOH!!!"

Rarity suddenly pressed her mouth in hard, lashing her tongue and twisting her muzzle extra hard for a few seconds. Twilight's hind legs buckled but Rarity used her telekinesis to prop her up long enough. It was also a good opportunity to spread Twilight's hind legs. Then she punctuated the brief assault with a play bite before pulling away. "Tell me, or else," she tittered while giving Twilight's right cutie mark a quick little rubbing.

Twilight wasn't sure what 'or else' really meant. Would Rarity go even harder on her? Would she stop? Which would be worse? She had to give in. "When I started at Princess, I mean school and got Spike I didn't think anything of taking baths with him and stuff... and he sort of still likes to help."

"Oh my!" Rarity purred.

"So, he sometimes still helps with brushing and stuff," Twilight said. Then she put a foreleg across her eyes in shame and nearly whimpered, "And when he puts lotion on I always tell him to rub it in extra good."

Rarity's eyes went wide for a moment and she found it hard to contain a torrent of new naughty thoughts. She came back to the moment and rewarded Twilight with some gentle cutie mark nuzzling while twirling the tip of her hoof around the other side. "And then...?"

Twilight was amazed that Rarity could somehow find her five little stars without even looking, and she knew she had to answer if she wanted to see what other tricks Rarity knew. "I send him out for something or tell him not to come in our room for a while so I can study, and..."

Rarity forced a long moan out of the purple unicorn with a hard, wet kiss to her flank; at the same time her right hoof started stroking up and down Twilight's quite slick inner thigh. She whispered, "Shhh. I get it." Unashamed, she gently stroked Twilight's flushed outer lips, even dipping in and parting them a little. "Kind of like this?"

Twilight could only nod as she rested the side of her head on the drawings. Rarity had complete control now and there was nothing she could do about it. She didn't want to either. Rarity began stroking both cutie marks with her hooves again, and Twilight had no qualms about the white unicorn's face being right behind her butt. Actually, when Rarity's tongue made one long stroke up her inner thigh Twilight so was determined not to move that she even held her breath for a bit. Rarity then started at the bottom again, with shorter but much slower licks, lapping up every drop of Twilight's considerable spume. Twilight could hardly bear to wait while Rarity worked her way to the top, and once there the white pony pressed in her mouth to make extra hard and fast licks along the outside of her mound. Then Twilight's heart sank a little when Rarity dropped her head and started on the other thigh. It wasn't a moment before she was again lost in the ecstasy of that hot and slippery tongue flicking its way up towards her most intimate spot again.

Once Rarity made her way back to Twilight's sex she immediately dove in, sliding her tongue up and down her slit and then sticking her nose in, wiggling it while using the tip of her tongue to tickle all around Twilight's swollen clit. She wanted to make it last, to draw out her younger friend's bliss. But there was always the chance of some sudden mistake, an accidental slip or bite or anything that could ruin the moment before she could finish the job. That wasn't worth the risk, and at that late hour she also worried about getting too tired herself. But Rarity always finishes her job!

And her pony.

She gripped Twilight's tail and pulled it roughly to the helpless pony's side, making her yelp in surprise and pleasure. Then Rarity began rubbing it forcefully into the cutie mark while using her other hoof to pull Twilight's right butt cheek to the side; she slowly worked it and even moved in threateningly close to Twilight's pucker, but getting any of the tingly gel on it would be too much for her willing victim to handle. At least this time.

Rarity redoubled her efforts, licking and nuzzling harder and harder until Twilight started bucking her rear back, the only way she could beg for more. The feeling of Rarity's mane, her ever so perfectly coifed, soft mane tickling her hindquarters was the final straw, an she let herself go with wild abandon. Her breathing was ragged and she could feel her drool getting on the papers, but she didn't care. She couldn't even raise her head or move an inch if she wanted to. All that mattered was that Rarity keep doing exactly...

"O MY PRINCESS!" she squealed when Rarity craned her neck to take most of Twilight's sex into her mouth and begin scraping her tongue between the delicate folds.

Rarity tried to force her way into Twilight's vagina, and her strong and experienced tongue would have had a chance if Twilight wasn't still a virgin. No matter, she moved down to focus her oral attentions on the front of Twilight's slit while rapidly pulsing her hoof around the inside of her precious opening.

Then she suddenly realized her fears: as Twilight kept bucking back harder and harder she got close to sliding off the workbench and falling, on her face no less! Without another thought Rarity yanked her head back and butted her friend forward hard as she could. Then she almost fell as Twilight lurched forward, but Rarity's head seemed to be stuck.

Twilight screamed and Rarity was horrified when she realized why — her horn had gone right up Twilight's vagina! Rarity was about to burst in to tears until Twilight started crying out, "YES! YES! DO ME, RARITY, HARDER!" She was bucking furiously against Rarity's horn, so Rarity began butting back in time, even grinding her horn in more with every delighted squeal from her friend.

Finally Twilight tried to spread her hind legs wider, forcing Rarity's head down. A stepstool suddenly slid over and Rarity quickly yanked Twilight's left hoof up onto it. Then she resumed her wild thrusts and shaking, ignoring the soreness in her neck. It wasn't long before Twilight whinnied and pounded her forelegs on the table while her insides exploded in pleasures more powerful than any magic she could imagine. A tight heat gripped the insides of her body and was immediately washed away by waves of dizzying pleasure.

Rarity could almost swear that Twilight's insides were trying to "suckle" her horn. With one more naughty thought crossing her mind her horn went aglow and started vibrating. She did her best to lick up the fresh torrent of juices running down her forehead and nose.

Finally Twilight's slow, jerky motions stopped and she began to wobble. Rarity quickly pulled out and helped Twilight down to lie on the cushions. She didn't mind them getting messy. As a matter of fact now they would be extra special, a reminder of her and Twilight's first time together.

Rarity lay beside her and began nuzzling Twilight's neck and ear. She was hesitant to kiss her, which she knew was a bit weird after doing so much more, but many mares were reluctant to taste their own lube. However, Twilight suddenly pulled her forward and kissed Rarity on the lips, even licking around the white pony's muzzle before awkwardly frenching her best she could. She was much more inexperienced than Rarity had realized, yes, but this was a good sign.

A very good sign.

"Now," Twilight stuttered weakly, "should I do you?"

Rarity kissed her on the nose and hugged her tight before whispering in her ear, "If you want, when you're ready. But just rest now, love."

"Hnhmm," Twilight answered as her eyelids fell. The feeling of Rarity's embrace at that moment was even better than the pleasure beyond imagination she'd just experienced moments earlier. She knew she was truly loved.

Rarity entwined her tail with her lover's and rested her head over Twilight's withers, like a broodmare would tuck in her foal.

Meanwhile, at the bottom of the stairs, Sweetie Belle struggled to stifle her own grunts and keep from breathing too loudly. She clopped as quietly as she could, speeding up even though she knew she'd chafe from inadequate lubrication. But she was so close she didn't care. She rubbed her flank against the newel in the same rhythmic pace that she was using on her barely maturing sex. Finally she held her breath just as her orgasm hit, quick waves of pleasure rippling through her nether regions and flooding her little body with a soft dizzying calm.

The tiny unicorn took in one ragged breath and then froze in place. With wide eyes she watched the two resting lovers, but she relaxed when she realized they hadn't heard her, or at least didn't care about the noise. She took a deep calming breath and gingerly rubbed her still tender flank against the post again, just a few more times, before going back upstairs quietly as she could.

Sweetie Bell couldn't help but think that, despite having to force her orgasm, that there was some extra-special feeling this time. She figured that watching sex was as much fun as clopping, though she was sure that doing it with another pony was still better. She suddenly imagined herself doing it with some colt, no one in particular, and it occurred to her that it would be the absolute mostest bestest if she could do it and somehow also watch at the same time.

She slipped back into bed, thinking how lucky she was that her big sister would do such things while she was sleeping over. Did Rarity forget, or did she just think that all that noise wouldn't wake her? It didn't matter. She was sleepy now, so she pulled up the blanket, shivering as it slid across the unnoticed image of a bush with binoculars behind them that now adorned her flank.
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Confound Those Cutie Marks