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Rarity still remembered the shivers of excitement that raced through her the first time she saw Twilight's shining Castle of Friendship appear from beneath the ground. All her life she had been fascinated by Canterlot's splendor and refined culture, constantly tempted to trade the comfort of her little town for the bustling streets of the mighty Equestrian capital. But not even in her wildest dreams did she ever imagine that her cozy and familiar Poniville would itself become the permanent residence for a princess, bringing a part of that Canterlot grandeur directly to her doorstep.

The towering castle was impossible to miss among the town's comparatively small and unassuming houses; it attracted Rarity's gaze the moment she took a step outside the Carousel Boutique. Even after months of living beside the giant structure, she was still amazed by the majestic sight of that crystal fortress.

And its presence did more than just change the Ponyville's landscape. The emergence of the new seat of royal power attracted many curious visitors to the town, from simple tourists and travelers, up to members of the very Canterlot elite that Rarity herself had so long been infatuated with. The Carousel Boutique, being one of the few places in Ponyville that sought to imitate the high culture of unicorn nobility, had received an unprecedented amount of high-born visitors, to Rarity's endless delight. Though, many of her new 'customers' seemed much more interested in her close friendship with Princess Twilight than in any of her dresses and costumes.

For all the annoyance that this emergent interest in her personal matters had caused her, it had also made Rarity think much more about her relationship with Twilight. Her friend's physical transformation and ascension to princesshood had already challenged their friendship in ways Rarity couldn't ever foresee. One doesn't usually tend to think of what happens when your friend becomes a near-immortal demigod, after all, and neither did Rarity ever seriously consider such an unheard-of possibility.

But while Rarity was still wrapping her head around Twilight's changing status and her own place in the increasingly complex web of the Princess's relationships, the world continued presenting ever new challenges to their friendship. Rarity had already come to see the emergence of Twilight's new castle as just another step in her friend's journey to fulfill her princessly fate, whatever that may be. And the young fashionista was intent on being part of that fate, no matter the trials she'll have to endure for her friend and for the whole of Equestria. But her commitment didn't change the fact that the very sight of Twilight's castle had brought conflicting emotions into her troubled mind.

As she took step after step on her path to the monumental crystal structure, Rarity couldn't stop running her eyes over its details, still finding new things to wonder at. Whoever the ancient masters that had designed this magnificent work of art were, they certainly had a dashing sense of style, and the skill to match it. The edges of the crystals had been chiseled to perfection, creating a silky-smooth surface on the usually ragged and sharp material. And by some miracle of ancient optical mastery, the whole structure almost seemed to shine from within under the sun's warm yellow light. Even from afar, the sophistication of the castle's design was clearly evident, but it's only after approaching closer that one could truly see the incredible skill and attention to the detail of its creators. The castle might've sprung up from under the ground in a matter of seconds, but someone had certainly spent years working on its design long before that.

The intricate patterns in the crystal structures unfolded before Rarity's eyes as she made her way to the front doors. But unfortunately, even the ethereal beauty of the castle was not enough to bring peace to her mind. If anything, it had only further reminded her of her changing relationship with its owner. In a span of a single day, Twilight had gone from sleeping on the second floor of the town's library to residing in her own personal castle, one that could rival even Celestia's palace in beauty and splendor. It was mostly empty now, but Rarity knew that sooner or later, scores of servants, guards, and royal visitors would roam its halls and corridors. That prospect both excited her with the potential to participate in the aristocratic life she'd been long dreaming of, and frightened her with the coming challenges to the intimacy of their relationship. If all those romance novels about the fictional, but oh-so-charming princes and princesses she'd read had taught her anything, it was that keeping one's secrets in a bustling castle was an arduous task. And Rarity had many secrets to keep, some that even her closest friends were not privy to.

Or so it was, until very recently. Rarity had still remembered her last conversation with Twilight as vividly as if it had happened a minute ago. No threat or scare had ever made her heart beat as fast and loud as it did in that fateful moment when Rarity had revealed her true, changeling nature to her friend. The most difficult conversation of Rarity's life had followed that astounding revelation, only made bearable by Twilight's unwavering compassion and affection.

But despite Twilight's most noble efforts, the lifelong instinct of secrecy and suspicion was not something Rarity could shake off easily. As she approached her friend's new royal residence, Rarity's mind was becoming increasingly filled with wild images of public unmasking, scorn, and the darkest dungeons of Canterlot prison. Regardless of their apparent irrationality, the pictures that flashed within her mind were impossible to ignore, constantly undermining her resolve.

She progressively quickened her steps as she approached the entrance, trying to ensure that her worries wouldn't have a chance to sway her mind at the last moment. Rarity almost ran up the stairs before quickly gathering her will and pressing the button on the special magical device that Twilight used as her 'doorbell'. It didn't make a sound as a regular doorbell would, but Rarity knew that her friend would soon be notified of her visit.

Only a few seconds later, the muffled cracking of a teleportation spell sounded from beyond the doors. The whole entrance was enveloped in a soft purple aura, and after a loud click of the lock, the massive gates began slowly opening.

The steady crawl of those huge golden half-doors certainly provided an overly pompous spectacle given the circumstances, but Rarity couldn't say she minded it very much. It reminded her of her childhood, of all the times she used to play pretend with her classmates or on her own, acting out her fantasies of visiting the royalty of Equestria and beyond, or accepting guests into her own makeshift 'castle'. This wasn't the first time she visited Twilight in her new castle and not the first time she was treated to the impressive sight of its opening gates, yet it still managed to send a chill down her spine.

But after all of the fanfare, only a lone mare stood on the other side of the gate to greet Rarity. But what a mare it was!

"Good afternoon." Twilight welcomed her friend with a wide smile on her pretty purple lips. She was wearing one of the newer dresses Rarity had personally designed for her, and was looking mighty gorgeous in it, if Rarity could say so herself. The thin, soft fabric that enveloped Twilight's hefty breasts accentuated their shape perfectly, immediately attracting the gaze to her huge squishy tits. Twilight's ascension - among many other things - had upgraded the newly crowned Princess's breasts from quaint handfuls into a soft pair of visibly heavy milkbags, drooping down under their own massive weight.

Rarity, of course, knew quite well how important it was to play off a pony's natural features, so how could she avoid putting Twilight's giant, soft rack at the forefront of her design? She couldn't and she didn't, and now she had become an unwitting victim of her own mastery, her eyes stopping on her friend's alluring bosom for an unduly large amount of time.

"Uh... hello, Twilight." Rarity finally responded, tearing her gaze away from the mare's heaving tits. If Twilight noticed the inordinate amount of attention that Rarity had paid to her breasts, she didn't show it; a warm, bright smile hadn't left her lips for a second.

"Come on in, Rarity. Hope you've been doing well."

Rarity cautiously stepped inside, immediately feeling the colder air of the castle envelop her body.

"I've been... fine." She offered a courteous smile.

"Mhmm, I'm sure we'll be able to turn that 'fine' into 'great' pretty soon." Twilight chuckled, giving Rarity a knowing look. "But first we need to get back to my apartments; it's a bit empty here, as you know, haha." She said, gesturing to the long, mostly bare corridors that lead deeper into the castle. "I can teleport us to my room, or we can take the scenic route if you want."

There was no decision for Rarity to make. Missing out on all of the details of the castle was simply not an option. Few ponies even in Ponyville had an opportunity to see its beauty from within, and Rarity was not going to squander hers. And a longer walk also meant more time for her to mentally prepare for what came after - the event that was the very reason why Rarity was here in the first place.

And so she followed Twilight through the corridors and halls of the castle, taking in the sights on her way to her friend's living space. It wasn't the first, and not even the second time Rarity got the tour of the place, but the whole building was so large and convoluted that she still felt like taking one wrong turn would be enough for her to get completely lost within its maze-like structure.

They passed kitchens, servant quarters, accommodations for guests, and many other rooms and spaces, the purposes of which even Twilight had not yet fully ascertained. And given that the young princess had already turned one of the guestrooms of her castle into a makeshift laboratory, it seemed clear that she was going to continue to adapt the design of her new residence to her own ever-changing purposes. This was certainly something Rarity needed to have some input into, lest Twilight turned her magnificent castle into Ponyville's library #2.

It took several minutes for the pair to finally reach Twilight's quarters. The mare ushered her friend inside and closed the door behind them.

"Now we're home." Twilight laughed. "Going out into the rest of the castle still feels like some kind of an exploration quest, haha."

She wasn't wrong. This was the first place in the building which actually felt inhabited. In addition to the warm sun rays that pierced through the windows, some arcane light had illuminated the room too, no doubt to make it easier to read the many books that lined up the shelves. Some things had changed since the last time Rarity had been here - Twilight was clearly still in the process of arranging her new, much-expanded living space.

"Do you want a cup of tea? Maybe some coffee?"

"A cup of green tea would be just delightful." Rarity answered, taking a seat in one of the lavish armchairs in the room. "Mmm, is this one of those chairs Celestia had sent you? It certainly feels royally soft, if I may say so." As a proud owner of a large, shapely ass, Rarity was always mindful of where she placed her squishy posterior. Only the comfiest of furniture was properly fit to serve as the seat for her alabaster-white bubble butt. Though circumstances had sometimes forced her to compromise on that front, she was always sure to give her ass a nice bit of rest on one of her particularly cozy cushions after any such occasion.

"It is pretty comfortable, even though it feels a bit... uh... over the top for a living room, to be honest. Princess Celestia had sent me a whole catalog of castle furniture with some 'samples'. It's kind of... overwhelming, really." Twilight sighed. "I never knew a single chair could be so expensive." She added, blushing. "Celestia said she's going to cover the costs, but still..."

"Oh, you absolutely must show that catalog to me." Rarity's eyes shined with unrestrained excitement. "Did the Princess happen to leave some personal recommendations perchance?"

"Umm... I think she wrote down some of her comments within. To be honest, I didn't really spend a whole lot of time researching it."

Twilight could see in real-time as Rarity's expression was filled with an almost childish kind of glee. "Oh, Oh, Oh. We certainly have to take a closer look at it as soon as possible. In fact, why don't we do that right now?"

"Just wait for me while I get the tea." Twilight laughed, strolling over to the kitchen.

---

Rarity looked down into her half-empty teacup before taking a measured sip. The liquid had cooled down a little, but an almost imperceptibly thin string of steam was still rising from its surface. Behind all of her excitement, she'd almost forgotten about the purpose of her visit. The moment Twilight put the catalog of royal furniture in front of her, Rarity was completely hooked. And when she flipped over to the page with comments written in Celestia's magnificent penmanship, the mare had almost fainted. Twilight, for her part, was understandably puzzled by how something as simple as "Soft, durable cushion. Get a couple!" could get Rarity so elated, even if it was written by Celestia.

If only Twilight knew how many of Canterlot's top fashion magazines would kill to get their hands on this little booklet. In the world of high fashion, your reputation - your brand, was everything. And nothing could be better for one's brand than a positive recognition from the Princess herself. Or worse than a scolding from her. It was mind-numbing to imagine just how many lives could be completely changed by a simple stroke of Celestia's pen on the glossy paper of this catalog.

"Twilight, dear, would you be so kind as to... umm... lend me this thing." Rarity said, putting her hand on the booklet. "Just for a few days, of course. I'll return it to you in perfect condition, I assure you."

"Of course. Don't even worry about it, you can have it for as long as you need. And maybe you'll help me out a bit when I have to choose what to get?" Twilight added, hopefully.

"Maybe? There is no 'maybe'." Rarity recoiled in mock offense. "I will help you. Trust me, we're going to turn your castle into a true masterpiece. We'll make it a thousandfold more beautiful and impressive than it already is."

"Thank you, Rara." Twilight smiled warmly. "I don't know what I'd do without you."

"Oh, you would've figured something out, I'm sure." Rarity responded, taking another sip of her tea. "You always do. Maybe the results wouldn't be perfect," She continued, taking a good look around Twilight's disorganized and out-of-style room, which made her friend sheepishly cover her face. "But there are many ponies who you can always rely on for help. Me included. You didn't think I was going to leave you to deal with all of this mess alone, did you?"

"I didn't, but... well... stuff happens, you know. You have your own life and problems and... I understand that. So I don't want to assume that you'll always have time for..."

"Twilight." Rarity interrupted her friend. "I will always have time for you. Always."

"But I'm glad that you're so mindful of my schedule." She added with a sly smile.

"Haha, I guess I'm just overthinking it." Twilight shook her head. "The least I can do now is to make sure we deal with your... uh... 'issue'... properly."

Rarity nervously glanced into her cup. There was no avoiding the matter now. She knew it was going to come up soon, especially with all the looks Twilight was giving her. Even as they were studying the catalog, she couldn't avoid noticing how the young Princess seemed much more interested in Rarity's physique than in anything shown in the shiny booklet. Rarity, on her part, had also taken quite a few overly long glances at Twilight's heavy breasts, and on many of her friend's other eye-pleasing features.

"Yes... about that..." Rarity drank what remained of her tea, carefully placing the cup on the table. "I'm... ready, if you want to do it now."

"Let's go to the bedroom." Twilight gulped the rest of her tea too, dropping her cup on the table with a muffled *thud*.

"Oh, just like that? You're not even gonna woo your lady a little?" Rarity complained in mock offense.

"Well, I don't need to 'woo' you. I'm a princess now, so I can just give you an order if I need to." Twilight pushed her tongue out, jokingly taunting the other mare. "By my royal decree, I order you to go into my bedroom. Disobeyal will be interpreted as treason." She slowly recited in an overly pompous fashion.

"It will be my pleasure, Princess Twilight," Rarity responded and performed an elegant, surprisingly sincere bow.

---

While Twilight's bedroom had nothing on Celestia's luxurious apartments, it wasn't nearly as plain as her old room in the library either. A massive, extravagant bed stood in the middle, dominating the space. It was the main thing that differentiated Twilight's current sleeping place from her previous arrangement in the library, and it did so in a truly spectacular fashion. This was truly a proper place for a princess to breed her lucky concubines. Rarity's eyes quickly shifted across the furniture and other decorations of the room, but inevitably her gaze ended up back on Twilight's cute face. She couldn't wait anymore.

"Let me undress you, my Princess."

"Oh, Rarity you don't have to..."

"Shh..." Rarity silenced her friend. "You have to step into your new role, Twilight. I know that you are anxious about it, that you don't want to be seen as The Princess. But you are a princess of Equestria now, and nothing can change that. Your subjects need to see and hear you, and that means you'll have to present yourself as a generous and benevolent ruler that you are."

"But... I'm not a ruler. I don't rule over anything."

"You have your own castle now. And you don't really think that Celestia has been tutoring you all this time just to leave you in solitude as the princess of dirty farms? No, this is just the beginning, I'm sure. Sooner or later you'll have to become the princess that Equestria needs you to be, and as your friend, and your proud subject, it is my duty to help you and follow you every step of the way." Rarity slowly approached Twilight, placing her hands on the fastenings of her friend's dress.

The process was surprisingly familiar. This was not the first time Rarity had helped Twilight to dress... or to undress. In fact, she distinctly remembered fastening this same outfit on Twilight not so long before and then taking it off from the newly-ascended Princess with all the professionalism of an experienced designer.

But the situation was so starkly different now. The intimate touches that she had previously avoided were exactly the goal of her present ministrations. Twilight soon felt that directly, as Rarity pressed her fingers aggressively into the mare's voluminous breasts under the guise of "unfastening the bindings." Rarity had, of course, fulfilled the task she set out to do with all the ease and casualness that years of regular practice had afforded her, but she had also gotten quite a few generous handfuls of Twilight's soft titflesh in the process.

It felt so great to finally be able to do exactly what she'd been so often thinking about whenever she was helping Twilight try on a new dress. Now, her hands roamed freely across Twilight's features, leaving loving squeezes and touches all over her gorgeous body. The young princess didn't even notice how Rarity had managed to undo her dress amid all of the intimate gropes and caresses, but soon the fruitful results of her work were plain to see.

As Rarity suddenly pulled Twilight's dress down from her shoulders, the mare's large purple tits were fully exposed to the air. They had been fighting for their freedom the whole day, pressing valiantly against the constricting fabric of Twilight's apparel, so the time of their release had been long coming.

Twilight had a truly spectacular pair of milk jugs, in Rarity's humble opinion at least. She didn't waste a second before pressing her palms into their soft surface, submerging her digits inside the pliable flesh. Her thumbs circled around Twilight's dark nipples all the while, teasingly rubbing and flicking them from time to time.

"They are... perfect." Rarity whispered softly, continuing to fondle Twilight's breasts.

Before long, her hands moved further down, skillfully undoing the remaining bindings. With a few more quick motions, the whole dress came undone, easily sliding off Twilight's body under Rarity's guidance. The Princess was left standing only in her panties, and even those were bulging obscenely, displaying the unmistakable contours of a fat futa cock.

This was the prize Rarity had been after, the divine tool that will provide her with all the love she'll ever need. She first saw that mouthwatering shape in Twilight's panties during her friend's visit to Carousel Boutique right after her alicorn transformation, and she couldn't stop thinking of it ever since. How could she, when her poor changeling brain had been genetically wired to seek out the most virile specimen to feed off? The mere sight of Twilight's gigantic bitchbraker, even hidden as it was behind the white cotton of her panties, was already enough to make Rarity's pussy throb. And the smell... it had managed to reach her nose already... the scent of a huge, drooling cock. It was the smell of love, or as close as it ever got to it.

While Twilight watched in anxious anticipation, Rarity lowered to her knees, placing her face directly in front of the bulge in her friend's panties. She raised her arms, weaving her fingers under the hems of Twilight underwear, before beginning to steadily drag the clothing down. It took some effort to slide it around the mare's huge shaft, but after a few hard pulls Rarity had eventually managed to uncover Twilight's half-flaccid cock, letting it hang freely between the mare's legs.

Rarity was the very image of a worshipful servant all the while. She looked at Twilight's massive, veiny shaft as if she was in love with it. And in some ways, she definitely was. She'd been fantasizing and dreaming of this moment for months, but no image she had concocted in her mind could ever compare to the reality of beholding Twilight's divine tool.

Rarity pushed her head forward, passing by the slimy head of Twilight's cock and moving instead to the Princess's large, sweaty ballsack. Without the slightest reservation, she began pressing her snout into Twilight's heavy orbs, getting intoxicated by their sweet musk as she inhaled lungful after lungful of Twilight's thick scent.

"Mmm, there's just so much love here." Rarity whispered dreamily as she left a trail of tender kisses along the dark surface of Twilight's sack.

She pushed her tongue out, using it to smear her spit over the taut flesh. At the same time, the mare saw out of the corner of her eyes how Twilight's hand wrapped around her cock. And while she began slowly pumping her length, Twilight's other hand found its way to the top of Rarity's head. She pressed her palm into the mare's rich purple locks, gently taking control. Under any other circumstances, Rarity would be outraged about such an uncaring treatment of her beautiful hair but if there was one time where the lady's decor was allowed to come off, it was in the throes of passion. Some might even argue that that was its very purpose. After all, what better way to show the strength of your lust than openly disregarding all the coverings and embellishments that you had previously held so dear in favor of intimacy with your lover?

Rarity had already known that her poor hair was going to get some rough treatment, and that Twilight's developing handsiness was just the beginning. It was the thick droplets of precum falling onto Rarity's head from the surface of Twilight's dick that truly signaled the need for a full hairdo in the near future.

If this continued, her perfectly styled mane would soon become a rag for Twilight's cockslime, and wouldn't that be just the filthiest thing? The very thought was just so dirty, obscene... that such a refined lady as Rarity could only be outraged... and completely enraptured by it. With each inhale of her friend's intoxicating musk, she was becoming increasingly convinced that it was actually an honor, if anything, for her hair to be turned into a vessel for Twilight's thick princessly love.

Rarity left a pair of loving farewell smooches - one for each of Twilight's large round testes - before moving away from the sack and straight to the plump and drooling cockhead of her friend. Thick, syrupy precum had been flowing liberally from Twilight's slit, making the tip of her shaft glisten in the soft light of the bedroom. Rarity extended her tongue to scoop up a bit of the pre, but the moment her wet, pink appendage touched the sensitive surface of Twilight's cock, the Princess tensed up and her hips jerked forward, reflexively jamming her dick into Rarity's face.

Rarity raised her gaze and saw her friend deep within the grasp of lustful desire. Twilight smiled innocently, but her eyes were lit with perverted hunger, and the pleasure of poking her junk into Rarity's face was obviously only making her hornier. The Princess's hand was wrapped around the thick base of her shaft as she again directed her cockhead to Rarity's mouth, eagerly rubbing her slimy tip across the mare's soft lips.

Under Twilight's unrelenting assault, it didn't take long until Rarity opened up her mouth, letting the hung Princess begin submerging her cock into its welcoming warmth. Rarity could feel heavy pulses coursing through Twilight's shaft; during particularly powerful throbs Twilight's cockslit released large, thick globs of pure love directly into Rarity's hungry maw, giving her a small preview of the dinner that the young Princess had been preparing for her friend in her huge musky ballsack.

And Rarity couldn't be any more delighted by that fact. She drank in Twilight's salty precum as if it was the nectar of the gods, letting the sticky liquid slowly descend into her stomach. All the while, she continued pushing her head forward, taking Twilight's dick ever deeper inside her mouth. The Princess of Friendship had been surprised to find that even her gargantuan dick didn't seem to give Rarity all that much trouble on her way down. The way Twilight's fat cock disappeared inside the mare's mouth looked almost like magic, going steadily inch after inch inside the bottomless pit of Rarity's throat.

Before she knew it, nearly the whole length of Twilight's cock was inside her friend's hot wet mouth. Rarity's nose was so close to Twilight's crotch, it was almost rubbing across the Princess's neatly trimmed pubic hair. But the moment didn't last long, as Rarity pulled herself away even faster than she had gone down, leaving Twilight's dick to suffer again without the warmth of her mouth.

To Twilight's momentary concern, Rarity began getting up to her feet.

"Uh..."

"Don't worry, darling," Rarity chirped. "I just want us to get a little more comfortable." She winked, still leaving Twilight slightly confused.

The fashionista walked over to the large royal bed in the middle of the room, raising her arms and stopping dramatically in front of it.

"Mmm, but it would be terribly uncouth for me to remain clothed while my Princess is naked, wouldn't it?" She asked in a slow, sultry tone. Her hands were already working on unfastening her white dress, and before Twilight could even answer, Rarity deftly shook off her outfit, leaving her almost completely naked, with only a salacious set of black underwear covering her generous assets. The whole process was fast and seamless, certainly something that Rarity had practiced beforehand for exactly this kind of occasion. She was quite fond of functional designs after all, and the ability to instantly transform from a refined lady into a seductive mistress was just the thing for a naughty minx like her.

She made sure to give Twilight a nice view of her fat porcelain-white booty, occasionally tugging the hems of her panties teasingly under the Princess's intent gaze. Judging by the heavy throbs of Twilight's shaft and a continuous discharge of large blobs of pre from her cockslit, Rarity's efforts had their intended effect.

The desire in Twilight's eyes was unmistakable, and for a moment, Rarity was even afraid that she might've been biting off more than she could chew. But as her eyes focused again on Twilight's heavy package, her mind was settled. That huge, drooling cock was going to ruin her, she knew, but she could not resist the pleasures that it promised her.

"Rarity, can you... can you show me your... changeling body?" Twilight suddenly asked.

The white mare's eyes opened widely, as she was momentarily stunned by the request. But she swiftly composed herself, replying with a sultry smile.

"Your wish is my command, Princess Twilight."

As Rarity focused, her whole body started glowing, emitting dark green light all around. For a few seconds the whole room was awash with the sickly color. Once the light died down, Rarity as a pony was no more. Instead, a black changeling with an eerily similar complexion stood in her place. The pure white fur of her hide was replaced by smooth black skin and her face now had distinctly changeling features, but to Twilight's secret relief, her ass and tits didn't suffer even a little bit! Rarity's bubble butt was just as voluminous as it was a minute ago, and probably just as squishy too. That last part still needed to be verified, preferably through some hands-on examination to be done in the near future.

After giving Twilight a few more seconds to ogle her curves, Rarity sat down lazily on the bed. But to Twilight's surprise, she turned her body around seductively, putting her legs on top of the bed's frame, while her head hung upside-down beyond the bed's edge.

"My Princess, would you be so kind as to feed some of your most precious love to your loyal servant?" Rarity's voice, just like her appearance, had changed after the transformation, but was still quite recognizably hers. In Twilight's view, the new changeling undertones in Rarity's speech had even made her sound more exotic and seductive. And the sight of her wide open mouth, practically begging for Twilight to stuff it with her throbbing cock, was more than enough to seal the deal.

She approached her friend in a few large steps, her heavy shaft bobbing around on the way. Once she was standing at a dick's length from Rarity, Twilight guided her wet cockhead to the mare's mouth.

"Please, use my throat as your cockwarmer, Princess."

Twilight's shaft throbbed heavily, leaking out another large helping of pre in response to Rarity's debauched request. Not waiting a moment more, Twilight pushed forward with her hips, submerging her cockhead into the changeling's mouth. Enraptured with the pleasure, the young Princess pressed on, steadily filling Rarity's throat with her meat. Confident that her friend would be able to handle a nice throatfuck after Rarity's short demonstration, Twilight was peeling away her inhibitions and instead falling further under the influence of her own perverse desires.

The wet warmth of Rarity's mouth was already incredible, but that only made Twilight want more. Standing in the new, superior position, she now had full physical control over her friend and it didn't take long for her to use it to further her own pleasure. Twilight pressed her crotch forward, quickly pushing the whole length of her cock inside Rarity's mouth. Her sweaty balls, acting as a large fleshy pendulum, had delivered a hearty smack to the mare's face at the same time.

And in spite of that, Rarity was in a state of bliss. Drinking Twilight's thick precum had already had an intoxicating effect on her changeling mind. But that was nothing compared to having her whole world be replaced with the Princess's musky package. That's what it felt like to her when Twilight's balls hit her face, at least. The only smell that reached her nose was the smell of Twilight's crotch, and the only thing she could see was a seemingly unending expanse of a dark purple nutsack.

Twilight remained in place for several seconds while Rarity was dreamily puffing her musk. As she moved back, though, her friend got a chance to inhale some relatively fresh air. But that opportunity didn't last long - Twilight slammed her cock back inside even before Rarity's lips reached her medial ring.

"Oh, fuck. Your mouth feels soooo good." She breathed out in ecstasy.

Not only could she fuck Rarity's wet mouthhole to her heart's content, but she also had full access to the rest of the mare's body. While Twilight's hips continued thrusting her cock into Rarity's throat, her hands were already snaking to the changeling mare's bra-covered tits. Before Twilight's ascension, she was even somewhat jealous of Rarity's superior breast size. The fashionista never shied away from her natural advantages, making sure that her clothes properly displayed her generous cleavage.

Now though, it was Twilight's princessly tits that were the jealousy of all the mares in the village, but that didn't mean that Rarity's soft breasts became any less alluring. Certainly not to Twilight, as she demonstrated by enthusiastically grabbing her friend's boobs, squeezing and rubbing them while her dick violently pounded the mare's throat. The smooth texture of changeling skin felt somewhat strange on Twilight's palms, but definitely not unpleasant. She was happy to find that Rarity's tits were soft and pliable, making perfect little pillows for Twilight's greedy fingers.

Rarity's breasts were still covered by her black lacy bra, but that wouldn't last long given how horny Twilight now was. Her fingers first pressed under the fabric, reaching Rarity's hard nipples and playfully squeezing them. But very soon, Twilight was simply pulling her friend's bra off, dragging it down her body to fully expose her beautiful tits. Unfortunately, no matter how determined, Twilight's efforts to play with Rarity's boobs were consistently undermined by the ecstatic pleasure at her crotch. She was violating her friend's throat with the full power of a lustful alicorn, using Rarity's mouth as nothing more than her personal fleshlight. The sensations were almost overwhelming, even occasionally making Twilight's hands freeze in place for a few seconds while she concentrated on thrusting her hips.

Rarity herself was barely even conscious of Twilight grabbing her tits. The only things on her mind were the Princess's huge cum-filled balls rhythmically slapping her in the face, and the huge shaft mercilessly pounding her gullet. Rarity's pussy was already burning from the sensations of being throatfucked, and she desperately rubbed it through her panties. That didn't escape Twilight's notice. She could clearly see Rarity's hands snaking to her crotch and stroking her wet pussy like a cock-drunk whore while her throat was getting stretched out by Twilight's fat dick.

Twilight's rising pleasure, now combined with Rarity's clear enjoyment of her own violation, guided the Princess to an ever-increasing speed and aggression in her thrusts. She was no longer paying attention to her friend's comfort, simply seeking the most pleasure she could get. Twilight stopped squeezing Rarity's boobs and instead lowered her arms down to the mare's head, gripping it firmly within her hands.

"I think I'm getting close, Rarity."

That was the last thing the changeling mare heard before her face was subjected to a seemingly unending series of hard, needy thrusts of Twilight's shaft. The Princess now could not only push forward with her hips, but also pull Rarity's head to her crotch at the same time, doubling her speed and intensity. Her balls regularly hit the mare's face with an audible *smack*, and she even made sure to push Rarity's muzzle deep into her sack when she hilted inside her friend's mouth. Rarity's legs flailed around and jerked reflexively, but she did not resist in the slightest, allowing Twilight to do whatever she wanted with her body.

Twilight tongue hung limply from her mouth and she panted hard from the intensity of her sensations while using Rarity's throat to pleasure herself. She could feel the pressure rising in her crotch, her ballsack tightening in preparation for releasing her first load of the day.

"~Ahhhh~" Twilight cried out in ecstasy as a fat rope of cum traveled up her shaft and shot out directly into Rarity's belly. "Drink it all up, Rara~"

Twilight's cockhead spewed long, heavy strings of alicorn jizz one after another, filling up Rarity's stomach with hot white slime. Rarity was on the verge of her own orgasm, despite the lack of attention to her pussy. The only thing she could do in her position was to rub it desperately with her fingers, while Twilight filled her stomach with semen. This turned out to be the most potent infusion of love Rarity had ever received in her life, intoxicating her like wine. And each time Twilight's cock throbbed, shooting out another helping of nerd sperm into Rarity's belly, the mare's own nethers pulsed in response, growing hotter and hotter. Very soon, she could not resist it anymore; her whole body tensed up, as her own climax quickly overtook her mind.

Once her orgasm began tapering off, Twilight pulled out a bit, leaving only her leaking cockhead inside Rarity's mouth. That gave the mare something tasty to suck on while she was squirming in the throes of her climax. And Rarity wasn't just passively sucking on it; as befits a hungry changeling slut, her tongue was already sliding around the crowned head of Twilight's dick and cleaning up any remaining semen from its surface, directing the salty liquid where it belonged - in Rarity's stomach.

"Ahh, that was amazing, Rarity." Twilight was breathing hard. She inhaled deeply to steady herself, sighing pleasurably a second later. Her shaft was growing limp but that didn't make the warmth of Rarity's mouth or the wet pressure of her tongue any less delightful.

She looked down, noticing the state Rarity's face was in for the first time since she began throatfucking her. It was quite a pretty sight, if one happened to enjoy the look of an utterly ruined changeling face. Thick globs of cockslime were stuck to Rarity's face, her skin was covered with sticky liquid and glistening all over. Rarity's hair had certainly suffered the hardest. Even in her changeling form, she still retained that same rich purple mane she treasured so much, but it was certainly not in a great state after Twilight's rough treatment. All of the spit and precum that ran down her face had ultimately found its way into her hair, drenching it in filthy, obscenely-smelling liquid. Whole clumps of her hair were held together by sticky slime, while in other places some thin and also not-so-thin strings of translucent liquid stretched out between the strands of her mane.

Despite the utter mess that was her face and hair, Rarity's lips displayed a satisfied smile the moment Twilight popped her tip out of the mare's mouth. She pulled herself back on the bed, making sure that Twilight's cum didn't come pouring back out of her mouth while her head was hanging upside-down. Her breathing was even more labored than Twilight's, which wasn't particularly surprising given the near-suffocating throat-stretching she'd just undergone. She laid down, exhausted, on her back, with her mouth open as she breathed heavily.

When Twilight took a closer look at her friend's face, she could even see the sticky strings of her jizz still stretching out between the top of Rarity's mouth and the mare's tongue. The Princess absentmindedly lowered one of her hands to her crotch and stroked her semi-flaccid shaft, feasting her eyes on Rarity's mostly-naked body. Its slick black color stood in stark contrast to the usual pearly-white hue of her fur, but even in this form Twilight could sense something distinctly 'Rarity-like' in the mare's complexion.

After looking up at the ceiling dreamily for several seconds, Rarity seemed to suddenly remember where she was, quickly lowering her gaze and fixing it on Twilight's face.

"Thank you for the meal, Twilight~," Rarity said, happily rubbing the slight bulge that formed on her belly.

"Hehe, no problem. But there's still the... uhmm..." Twilight brought attention to her hardening shaft by giving it a few energetic pumps.

"Oh, of course. How rude of me to presume. Obviously, such a magnificent package requires special... may I even say so, royal treatment." Rarity slowly spread her legs while she talked and then tugged her panties to the side, putting her wet cunt on full display before Twilight.

"Please, fill my womb with your love, Princess."

A mighty throb coursed through Twilight's cock at the lewd invitation, making Rarity smirk in response. Her friend was clearly already hooked on the idea. So much so, in fact, that she didn't even wait for Rarity to finish her perverse display, jumping excitedly on the mare and flopping her huge cock on her friend's stomach.

"Ohh, your face is such a mess," Twilight commented as she approached closer and saw fully the sorry state of Rarity's face and hair. But even while Twilight's gaze was focused on Rarity's muzzle, she was also rubbing her cockhead across the mare's gushing entrance at the same time.

"Haha, it probably is." Rarity laughed, smiling back. "But that's fine. It's a privilege to be covered by your essence." She slid one of her fingers along her face, collecting the sticky substance that covered it. After giving a wink to Twilight, she put the slimy finger in her mouth, teasingly suckling on it.

"Rarity, you are so... lewd."

"Mmm, is that so, my Princess?" The mare replied innocently. "I guess, I just can't keep myself contained in the presence of such a large and virile cock." She looked longingly at Twilight's dick. "There's just so much love within." Rarity licked her lips. "And I've been positively starving for love."

"Hmm, I can't just let my friend starve, can I?" Twilight replied, pressing the tip of her shaft to Rarity's pussy. "Better make sure you've got plenty of love to keep you feeling warm and happy."

She pushed her hips forward, plunging her cockhead inside Rarity's cunt. Just like when she was fucking Rarity's mouth, the pleasant friction of the mare's tight tunnel on her dick had driven Twilight to keep steadily pushing the rest of her shaft inside. She didn't stop until every inch of her long, thick cock was safely inside Rarity's warm pussy.

The changeling mare gasped, feeling the pressure of Twilight's cock surge through her nethers. This time, the Princess's fat fuckstick was reaching for the very center of her carnal desires - her hot, aching cunt. Rarity's pussy had already lit up the moment she saw Twilight's dick hardening again, sending a barrage of signals into her brain. And when that dick penetrated her entrance, steadily filling up all the space within and stretching her tunnel to the limit, she was completely overwhelmed by pleasure.

After a short, intimate kiss between Twilight's cockhead and Rarity's cervix, the Princess moved her hips back, pulling out her shaft up to the thick medial ring that marked its halfway point. And then she thrust forward again, forcing out a short high-pitched moan from Rarity's mouth.

Twilight smiled lustily in response, increasing the speed of her thrusts until the sounds of flesh-on-flesh slaps filled the room as her powerful thighs slammed into Rarity. The horny princess was happy to find that Rarity's pussy was just as wet and cozy as her throat - it was truly a perfect place for Twilight's cock. Every thrust sent a wave of pleasure through her shaft and directly into her brain, making it almost impossible for her stop.

Rarity was in a similar predicament, completely under the control of ecstatic sensations that surged through her cunny. She looked worshipfully at Twilight's gentle face as her pussy was forcefully stretched out by the same cock that had just violated her throat. Rarity was getting just a little bit worried that she might be becoming addicted to Twilight's cock. In fact, it was already difficult to imagine how she could continue on with her life without a regular infusion of Twilight's intoxicating love. She felt like she needed her nerdy friend's semen as much as she needed water. Nothing she'd ever felt or tasted before could possibly match up to the joy of being stretched by Twilight's rock-hard princesshood and then receiving a generous reward in the form of thick and salty Twi-juice.

And luckily for Rarity, there was plenty of that divine substance still left in Twilight's heavy balls. She was reminded of that every time the Princess's nutsack hit her ass, shaking her supple black flesh with the force of the strike. And, of course, Twilight's testes were tirelessly producing an ever-larger supply of her nutrient- and love-rich semen, so Rarity could be sure that there will always be a nice meal waiting for her in Twilight's musky balls. As long as she was willing to work to get it out, of course~

The Princess of Friendship was thrusting fast, rhythmically moving her hips back and then slamming them forward, again and again. She felt the tip of her cock bump against Rarity's cervix during particularly deep thrusts, showing just how temptingly close the mare's womb was.

While Twilight's hips regularly drove her huge shaft within the slick depths of her friend's pussy, her gaze was fully focused on Rarity's face. Despite the slimy filth that covered the mare's visage, she still felt that there was something strangely beautiful about it. Charmed by Rarity's new exotic appearance, and her lewd and even sometimes nakedly obscene suggestions, Twilight felt a rising urge to press herself in an intimate kiss into her friend's soft lips.

She decided not to question it and simply surrendered to the desire, pushing her head down and smashing their muzzles together. Twilight sensed only a subtle, momentary hint of her own essence on Rarity's lips, soon replaced with the sweet taste of the mare's saliva. Twilight drank it in, hungrily pushing her tongue into Rarity's mouth. Rarity responded by moving her own slick and nimble changeling tongue around Twilight's invading appendage and coyly playing with it.

As Twilight got used to rhythmically moving her hips, she started delivering a series of particularly hard thrusts, making Rarity pant wantonly into her mouth, periodically even screaming out in ecstasy in Twilight's face. The young princess smiled happily, peppering Rarity with loving kisses in response.

"Mmm, Rarity... you feel so good." Kiss. "So soft..." She whispered dreamily as her cock plunged repeatedly into Rarity's wet tunnel. "I'm gonna cum inside you, okay?"

"Yes! Please, fill me up with your royal sperm, Princess!" Rarity's response was loud and unabashedly dirty, spiced up with a direct reference to Twilight privileged status; it was more than enough to bring a gentle blush to the Princess's cheeks. But it had also served to embolden Twilight's own perverted desires. The shameless ego-stroking, combined with the pleasant tightness of Rarity's cunt was coming dangerously close to wringing another fat load of thick, hot cum out of Twilight's ballsack.

Twilight could feel it already. Her first release had temporarily dampened her libido, but it was coming back with a vengeance, carried by a tidal wave of milky-white love juice that had been produced in obscene quantities in her overproductive cum-factories. Every thrust of her hips brought her one step closer to the world of all-consuming carnal pleasure. An endless stream of signals flowed from Twilight's throbbing shaft directly into her brain, paralyzing her mind with orgasmic ecstasy.

Twilight's movement grew jerkier as she focused on the powerful feelings that surged through her. She didn't even notice how spit dripped from her tongue on Rarity's face as she was hit with an avalanche of pleasure. A moment later, the first volley of Twilight's cum shot directly into her friend's womb, instantly filling it to the brim.

Rarity felt the wet hotness of Twilight's semen spread within her. It seemed as if her nethers were on fire. She felt intoxicated by the sheer potency of Twilight's jizz, screaming out incomprehensibly as her own climax hit her. Rarity remained at the peak of ecstasy while Twilight continued pumping more and more of her cum inside of the mare's pussy. Soon there was no more space to fill and the thick white liquid shot out of Rarity's cunt, covering Twilight's crotch and the bedsheets underneath.

Twilight fell exhaustedly on top of Rarity's body as her balls were finally emptied of their heavy load. The mares' large breasts provided a bit of additional comfort, creating a soft and squishy barrier between them. Twilight shaft remained deep within Rarity's pussy as it softened, turning the mare's welcoming tunnel into a personal cockwarmer.

Rarity's eyes were closed and she boasted an unmistakable expression of a cum-drunk whore. Her breathing steadied as she had seemingly fallen into a state of dreamy obliviousness.

Twilight lowered her head, leaving a small kiss on Rarity's lips and whispered a tender "Love you, Rara," before closing her own eyes and lying comfortably in the embrace of her close friend.

---

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