Makeover Machine Ch. 02

Rainbow Dash sat in Rarity's room, wearing a fancy, lace, and expensive dress. Another girl would be delighted by this, but not Rainbow Dash. She hated these uncomfortable dresses. Despite this, she willingly continued to come home to Rarity.

Rarity made her walk around the town in those ridiculous dresses, bring groceries from the store, serve tea and do other house jobs for her mistress.

Rarity rested on the sofa and looked at what she had done today with Dashie. Her eyes sparkled with satisfaction. "Oh, Rainbow, you've never been more lovely!"

Rainbow Dash snorted and folded her arms. "I would rather be covered in mud than wear these girly dresses."

"But you look so lovely! Why don't you like my dresses?" Rarity asked and stood up. She walked over to Dash and came close so that Dash could smell her perfume.

"I do not like looking 'lovely,'" Dash replied sharply. "I want to get rid of these foolish dresses!"

Rarity laughed softly and moved her fingers over Dash's shoulder. "Oh, dear. I do not plan to let you go. Not yet anyway." She bent down and pressed her lips to Dash's ear.

A shudder went through Rainbow Dash.

She quickly jerked away from Rarity's touch. "I've been thinking... Why are you always commanding? Well, you made me follow that 'proper lady' training. I think it's only fair to you to spend the day training like an athlete with me."

Rarity laughed out loud. "Training? Like an athlete?" She shook her head. "Darling, I am a vision of elegance and grace. I have no use for any training."

"But you eat a lot and spend so much time lying around," Rainbow said, gesturing her hand at Rarity's luxurious bedroom. "Your butt has gotten bigger, and I can even notice cellulite is growing. Wouldn't some exercise do you good?"

Rarity smiled. "You are mistaken, dear. My form comes from careful attention moreover a strict plan with spa visits plus good food. I hardly need the training you seem to force on me."

Dash rolled her eyes. "Whatever you say. But you're getting fat!"

Rarity's face grew icy. "That's enough! I do not like your tone. You may need to repeat a lesson of respect and obedience. It seems you forgot that I am in charge here!"

Dash's bravado dissipated under that glare and she felt uneasy. Rarity vanished into the closet.

"I believe you want another gown, don't you?" Rarity said over her shoulder, her voice sugar-coated sweet once more.

Rarity drew out a new cute dress from the closet and tossed it on the bed. "Hurry up, Dash."

Dashie walked to the bed and began to undress. Then she put on this new dress. It was blue, frilled, and laced, with a decollete bodice that showed off Dash's cleavage.

"You are absolutely captivating," Rarity said, circling around Dash. "Now, let's polish those manners of yours. Let's see how you look."

Rarity guided Dash towards the full mirror.

Dash glanced at her reflection and grimaced. The dress and makeup felt alien to her.

"It's... awful," Dash muttered.

"No, darling," Rarity corrected, her hand resting possessively on Dash's shoulder. "Awful is what you used to look like. This," she gestured to Rainbow Dash's reflection, "is exquisite."

Dash didn't argue. She just sighed.

"I see you slouching a little. Let's work on your stance. Straighten up, chin up and shoulders back," Rarity demonstrated her own elegant posture.

Dash tried to mimic the pose. "Like this?"

"Yes, indeed! Kimberly taught you well!" Rarity commended, moving behind Dash and correcting her stance with subtle pressure.

"Remember, dear, presentation is everything. Walk confidently, speak with grace, and always maintain proper decorum."

Dash sighed."Yes, Miss Rarity. I understand."

Rarity rewarded her compliance with a smile, her fingers trailing down Dash's spine. "Good girl. Now, I want you to admire my perky and well fitting ass! You'll do this often now because you dared to think that my ass is fat! I want you to kneel down and say 'Rarity's ass is gorgeous!' Understood?"

Rarity took her skirt and pulled it up slowly. Dash knelt down as Rarity demanded. She liked the sight and especially light blue silk underwear.

"Say it, Rainbow!"

"Rarity's ass is gorgeous," Dash muttered.

"Hey! Not good enough!" Rarity snapped. "Louder, and mean it! I want even Sweetie Belle to hear this!"

"Rarity's ass is gorgeous! Rarity's ass is gorgeous! Rarity's ass is GORGEOUS!!!" Dash shouted, louder this time.

"That's much better," Rarity purred. "Now, I want you to kiss my ass cheeks, show me how much you worship my divine bottom!"

Dash hesitated. She closed her eyes, leaning slowly forward to kiss the silken fabric covering Rarity's ass. It was pleasantly warm, and had the faint aroma of Rarity's expensive perfume.

"Look closely! There isn't any cellulite at all!" Rarity teased, reaching around to nudge Dash's head into her butt.

Rainbow Dash moved back, wiping her mouth with her hand. "I'm sorry for what I said, miss Rarity. Please, Miss Rarity, I was going to do a workout today. And it's really late. Can I go now?"

"Of course not! You don't need those rough muscles. They create a bad look. You are my lovely, humble lady. And I decide what you need! You need my lessons of elegance and manners! Forget about your muscles!"

Dash sighed heavily, frustrated. She hated admitting it, but she liked this cruel domination of Rarity.

Dash understood that to continue arguing would only make her situation worse. "As you wish, Miss Rarity!"

She leaned forward and put her hands on the hem of her blue gown. Then she lifted the hem, revealing her elegant legs. Her knees bent fluidly, one foot sliding behind the other in a perfect révérence.

Rarity felt a surge of pride, marveling at how Kimberly had transformed the once-untamed brute into a modest and graceful lady.

She turned back to the wardrobe, selecting another outfit and coming up with new Dashie's humiliation chores.

---

Rainbow Dash kicked open the door to her home, her back burning from the latest 'training session' that Rarity had put her through. Her entire body still tingled from the corset's suffocating squeeze, the high heels' cruel bite into her feet, and the sheer humiliation of wearing Rarity's ridiculous rags.

She could still hear Rarity's delighted laughter, that sickeningly sweet voice cooing over how "marvelous" she looked while mincing through a series of grace drills.

She had let this go on too long. That infernal closet turned her into some dolled-up plaything. And Rarity -- Rarity had taken full advantage of it.

This robot had to be stopped. But how?

Rainbow Dash had been a very popular girl and was famous for being the fastest runner in CanterlotPolis. Her fan meetings were always full and today's meeting was no exception. There were dozens of little boys and girls waiting eagerly for her arrival today.

Rainbow Dash walked into the fan's house with a big smile. After signing a few autographs and taking some photos, she stepped onto the main stage. "Hey everypony! I'm so glad you're all here! Today I'd like to discuss something special."

The kids calmed down and were eager to listen. "I was wondering if it's possible that any of you guys just happen to know something about robots?"

One little girl raised her hand. "I do, miss Dashie!"

It was Scootaloo, Rainbow's biggest fan. She was sitting near the front row with her friend Apple Bloom. Sweetie Belle wasn't a fan of Rainbow Dash, so she had much more important things to do -- like playing video games.

"Great! Tell me about robots! I want to hear all about it." Rainbow Dash smiled at Scootaloo, encouraging her.

"Well, my dad works for a company called 'AiTechFactory'. They make robots just like Sweetie Belle and Rarity have back home."

"Wow! That sounds interesting!"

"Yes! My dad says the new robots are super advanced. They can learn really fast and adapt to situations. Plus, they have this special agile metal arms and legs which lets them move almost like humans. Oh, and they have sensors and scanners that pick up on emotions too."

"Thas evil-sounding..." Rainbow Dash muttered under breath.

A random voice shouted from the crowd. "That sounds amazing! But they're super expensive! Like the whole wing of an airplane!"

Rainbow Dash whistled softly. Indeed, Rarity was so rich.

"So yeah, there's this robot... I wonder, could that robot turn against its owner? Just curious..." Dash asked innocently.

Apple Bloom scratched her chin thoughtfully before replying. "Um... not supposed to."

"Of course they can!" Scootaloo interjected.

One of the boys laughed dismissively at Scootaloo's claim. "No way! They're just stupid robots."

"But it happens sometimes," one of the girls insisted quietly. "I read some stories online about these fancy robots turning rogue. They got damaged or something went wrong with their programming... They followed their own rules."

"Thanks for sharing Scoots! So... does anyone here know how to hack those robots?"

Scootaloo's ears perked up again. "Oh! I can help! I can! My Dad says there are a lot of backdoors left on purpose by the company. One time he even showed me how he installed a virus to a small robot with just a laptop."

Rainbow Dash blinked at this surprise. "Wow Scootaloo! You're amazing! Do you think you can create such a virus for Rarity's robot?"

"No problem Dashie!" Scootaloo replied confidently. "It's not rocket science, but why do you need to hack Rarity's?"

Rainbow Dash hesitated a moment before answering. "Well... um... She kind of kidnapped me with the robot. And she forced me to wear dresses and... did other things I don't approve of."

Gasps echoed throughout the auditorium as the children realized what Rainbow Dash meant. Their hero had been humiliated!

"Kind of kidnapped? Sounds silly. Does she force you to do it now as well? Why don't you just go to her place anymore?" Apple Bloom frowned puzzled.

"Ahh... it's complicated. Well, I just like when she is bossy with me sometimes. Rarity used her robot to control me, forcing me to wear dresses and act ladylike against my will. But it turned me on, you know? I liked her company, but I would like to be in charge too! I want my revenge! So I need her robot to obey me instead!" Rainbow Dash confessed.

The fans started whispering among themselves about her confession. Rainbow was a daring girl, so this wasn't as much of a shock to them. After a moment, Scootaloo continued to speak.

"That sounds fun!" Scootaloo giggled. "But, how do I get access to her robot?"

"You can come with me to Rarity's house. I'll find a way to sneak your code onto the robot without Rarity noticing. I can distract her attention." Rainbow Dash suggested.

"Okay, count me in!" Scootaloo agreed enthusiastically. "But what about Sweetie Bell? What if she catches me?"

"Don't worry. She loves playing video games all the time. She probably won't notice us at all."

Rainbow Dash smiled gratefully at her loyal fan. With Scootaloo's help, she could finally make Rarity as athletic as herself.

---

Rainbow knocked, and Rarity opened the door with her signature grace. She tutted in distaste at Rainbow's apparel. "Rainbow Dash! I said not to wear those dreadful clothes in my presence!"

Dash wore her casual sports outfit for the workouts.

"Sorry. I just forgot," Rainbow replied.

Scootaloo was waiting, hidden behind a bush.

"We need to talk," Rainbow said, entering the room.

"About what?" Rarity asked, looking puzzled.

Without warning, Dash put her arms around Rarity's waist and drew her close. Then she kissed her on the lips. This surprised Rarity, but she didn't mind.

They kissed for a while before Rainbow nudged Rarity toward the couch, knelt between her legs, lifted her skirt, and took off her panties

"Oh, Rainbow!" Rarity moaned while Rainbow licked her excited clit. She arched her back, pressing closer herself against Rainbow's face.

Scootaloo slowly crept through the window. She looked around -- no one in sight. Then she tiptoed past the living room where she heard some muffled moans. She got curious and glanced at the view. Rainbow Dash was giving a cunnilingus to Rarity.

"Rainbow Dash is so sexy..." She wanted so badly to keep watching them but she knew it was not a good idea. Reluctantly, she tore herself away from the view and continued moving on.

She quietly tiptoed across the rooms. She could hear dim sounds of the video game, which reassured her that Sweetie Belle was busy.

Just as Scootaloo was going to reach the door to Rarity's bedroom, she heard a noise. Footsteps were getting closer and closer. She frantically looked around for a place to hide. Nearby was a big, tall, ornate statue of a rearing pegasus -- Rarity had placed in this wide corridor. Scootaloo immediately ducked behind it, holding her breath.

Sweetie rounded the corner. Scootaloo felt uneasy as Sweetie halted near the statue. Scootaloo pressed herself as flat as possible against the base of the statue, hoping that Sweetie would not glance her way.

"Hmm," Sweetie started turning towards the statue, and Scootaloo cringed in fear. She was going to be caught. It was all over.

But then, Sweetie's phone buzzed loudly, and she looked down at the screen. "Oh! Apple Bloom!" she exclaimed. She quickly walked back down the hall, already typing a reply.

Scootaloo let out a sigh of relief. That was too close. She waited another few seconds to make sure Sweetie had left, then slipped into Rarity's bedroom.

She approached the robot cautiously, examining it. The robot was sleek, with a futuristic design, and six articulated arms folded neatly at its sides. It stood upright, almost closet height, on heavy, spider-like legs. Scootaloo felt nervous. This robot looked intimidating, even powered off. She hoped her virus would work.

She grabbed her bag and pulled out her laptop. She stuck a cable into it, plugged it into the robot's port, and opened a terminal window. Her fingers flew over the keyboard, uploading the virus.

She couldn't shake the image of Rainbow Dash and Rarity together from her mind. It had been so hot seeing her hero licking someone's pussy. A green progress bar appeared, slowly filling up.

"I so want Rainbow Dash to lick my girl like that so badly too," Scootaloo thought to herself, rubbing her crotch through her pants as she watched the progress bar inch forward. Suddenly, a notification popped up: 'Virus uploaded successfully.'

"Whew, made it!" Scootaloo breathed, wiping sweat from her brow. She disconnected her laptop and packed everything away. Now all they needed was for Rainbow Dash to activate the robot, and it would be under her control.

In the living room, Rainbow pleasured Rarity with gusto as she mounted Rainbow's face. Rarity's fingers tightly gripped the back of the couch.

"Yes, yes, YES!" Rarity yelled out. Rainbow could feel Rarity tense over her, and then a flood of sweet nectar filled her mouth as Rarity climaxed hard, shuddering.

Rainbow lapped up every drop, savoring Rarity's taste. Rarity gazed down at Rainbow with half-lidded eyes.

"Wow, Rainbow Dash, you're really good at oral!" Sweetie exclaimed.

Rainbow and Rarity both jumped in surprise, having forgotten completely about Sweetie Belle's presence.

"Sweetie! You little brat!" Rarity exclaimed, blushing furiously. "Get out of here!"

"But 'Mommy', I liked to watch!" Sweetie protested, pouting adorably.

Sweetie sometimes called Rarity 'Mommy' because she lived with her older sister in Rarity's house, separate from their parents.

It was normal in Equestria, as siblings tended to move out of their parents' houses at a young age and share a house because the housing was very cheap.

"Shoo!" Rarity ordered, shooing her sis away. Sweetie dramatically sighed but obeyed.

When they were alone again, Rarity smiled evilly at Rainbow Dash. "Now, Dashie, tell me, why are you dressed so horribly today? A sports suit? You know I hate it! Are you going to the gym today? Where is that beautiful gown I so generously gave you?"

Rainbow Dash glanced over toward the window and spotted Scootaloo. She showed her a thumbs-up. Rainbow's face flashed a smile.

"I know, but I think we need today's workout, so I decided to change to this." Rainbow said, "You need to change yourself too, Rarity. We will start a new training program together. Put on your sports clothes, your elegant dress is not suitable for this."

"What?" Rarity gasped indignantly, "How dare you! I thought, we already settled this issue! I'm here in charge! I command you to put on a dress for me this instant! Otherwise..."

"Otherwise what? Listen Rarity, I care about your gorgeous, but fatty ass. We need to do something about it! And you must change! I'll wait." Rainbow Dash said confidently, crossing her arms.

Rarity's eye twitched from rage.

"I will show you who is the boss here!"

She raised her hand up for some reason, looked up at the ceiling, and started pointing her index finger upwards.

"Home, activate Kimberly." She said firmly.

Rarity stood tall and crossed her arms with a satisfied smirk, waiting for something.

---

Soon, the robot emerged.

"Hello Mistress Rarity," Kimberly spoke in a robotic female voice, "What is your command?"

"Yes, Kimberly can talk now, isn't that cute?" Rarity boasted.

"You see, Kimberly," Rarity motioned to Rainbow, "Our friend here has lost her manners. She needs to be reminded of it."

Kimberly turned to study Rainbow Dash. "Understood, Mistress Rarity. Please stand aside while I administer the necessary correction," the robot said in robotic voice.

"Actually, Kimberly, I've got another suggestion. Rarity has been neglecting her health lately, especially her bottom. Her poor butt needs some exercise. Do you agree?"

"I'm sorry, Mistress Rarity, but my visual sensors indicate that your body mass index actually exceeds acceptable norms," Kimberly replied in the detached voice.

"What? NO!" Rarity exclaimed. "Focus on Rainbow Dash!"

"To maintain optimal health, you should engage in regular exercise. Would you like me to create a personalized regimen for you?" the robot asked in her clinic voice.

"No, no, no!" Rarity exclaimed again. "That's not what we're doing here! Kimberly, please ignore Miss Dash's suggestion. We need to talk about *her* behavior."

"Look, even your robot-servant thinks you need the workouts, Rarity!" Rainbow Dash cut in, victorious.

"Unacceptable!" Rarity cried, stamping her foot in a tantrum.

"Rarity, show Kimberly your ass to prove that your ass isn't fatty," Rainbow Dash offered.

Rarity hesitated. "I won't lower myself to such vulgarity! Kimberly, seize her immediately and punish her insolence!"

But Kimberly remained unmoving, seemingly torn between her loyalty to Rarity and Rainbow Dash's logical argument. "Mistress Rarity, I must insist that you comply with Miss Dash's request for the sake of objectivity..."

"Absolutely not!" Rarity snapped, her anger rising. "You will obey MY commands, Kimberly! Not hers!"

Kimberly's bulb-indicator on the side flashed bright red as she seemed to struggle internally with Rarity's directive. Finally, she spoke in a strained tone. "My deepest apologies, Mistress Rarity, but I cannot disregard Miss Dash's suggestion without proof. Please, present your ass for examination."

Rarity stared at Kimberly in disbelief, her jaw dropping open. "You... you insubordinate machine!"

Sweetie Belle couldn't contain her laughter any longer, as she watched them. "I must confess, today we ate fast food! And lots of it!" she said giggling, and winked to Rainbow Dash.

Rarity clenched her fists. "It won't hurt my diet to eat fast food once a week, right?" She mumbled angrily.

"Kimberly won't listen to you until you show us that your butt isn't 'fat'. So hurry up!" Rainbow Dash said.

Reluctantly, Rarity turned around, hiking up her skirt to expose her bare bottom. Her panties were still laying on the floor from earlier when Dash was licking her pussy and pulling them off from her.

Sweetie Belle would like to let out a wolf whistle for that gorgeous ass of her big sis.

"There, you see? Not fatty at all!" she declared defensively. She glared daggers at Rainbow Dash.

Rainbow Dash came close, squeezing one ass cheek gently. "Oh Rarity, I think you're mistaken. This feels quite pudgy to me." She gave it a playful pinch.

"AHH!!" Rarity screamed. "That's enough from you!"

Rainbow Dash gripped Rarity's ass tighter. Her fingers sinked into the alluring flesh. "Mm-hmm, definitely needs a lot of work. You have to exercise regularly."

"Let me go, you! Brute!" Rarity tried to push her away, but Rainbow Dash was too strong.

Sweetie Belle watched with joy at the sight of her older sister's exposed ass. She'd never seen humiliation of her sister like it before. And it made her pussy strangely excited.

Kimberly stepped forward. With a smooth motion, she picked up a small device-scanner. "Please hold still, Mistress Rarity," she said calmly. "I need to conduct a full body scan to assess your physical condition."

"O-oh no you don't!" Rarity stammered, still bent over. "I forbid it! Don't you see, I'm fine! This is outrageous and humiliating! Kimberly, shut off immediately!"

But Kimberly ignored Rarity's protestations, advancing steadily.

Rarity would have no choice but to go along with the intense training plan Rainbow Dash had cooked up.

"You've become so lazy. When was the last time you were sweating?" Rainbow Dash asked and gave her rump a swat.

After a minute under Kimberly's scanning gaze, the robot declared, "Scan complete."

"According to my analysis, Mistress Rarity, your body mass index falls within the obese category, specifically in regards to your gluteal region. Exercise is strongly recommended to reduce adipose tissue accumulation and improve overall health."

"Obese?! That's ridiculous! I am NOT obese!" she said, adjusting her skirt.

"The scanner doesn't lie, he-he," Rainbow reminded her.

"Looks like yesterday you ate too many cakes. He-he." Sweetie Belle chimed in.

Rarity rounded on her sis. "Sweetie Belle! One more word and you'll be grounded for a month!"

Rainbow turned to Kimberly, "I would love to be her personal trainer. Wouldn't you agree that's a good idea, Kimberly?"

The robot processed the information for a few seconds before responding. "Affirmative. Miss Dash's suggestion is valid. Regular exercise under professional supervision is essential for Mistress Rarity's long-term wellbeing."

Rainbow Dash knew she placed Rarity right where she wanted. "So, Rarity, shall we begin your new fitness regime? I promised you'd like the workout!"

"Over my dead body!" Rarity spat defiantly. "There's nothing wrong with my figure! I will not let this farce continue!"

"Well, if you don't want to do it, Kimberly will have to persuade you." Rainbow said.

"No, that's not necessary."

"Good! Kimberly, fetch the appropriate clothing for our girl."

As Kimberly retreated to retrieve the sportswear, Rarity fumed silently, grinding her teeth in frustration. How dare Rainbow Dash dictate terms to her in her own home! But what choice did she have? If she refused again, Kimberly might very well enforce compliance.

Moments later, Kimberly returned carrying a stack of workout gear. With great reluctance, Rarity accepted the items and grudgingly started to change right there in the living room.

First, Rarity put off her dress and hung it neatly on a nearby chair, feeling intensely self-conscious under the others' gazes. She wore only a bra and socks for that moment.

Rainbow Dash gawked at Rarity's nearly nude form. Her eyes lingered over every curve and contour. Sweetie Belle blushed but also couldn't tear her eyes away from her half-dressed sister.

Then she slipped on the tight-fitting light blue t-shirt which clung to her curves that barely covered her navel. It was a sheer lie that Rarity was fat; her figure was just perfect.

Next came the purple shorts, hugging her hips and ass cheeks snuggly. She deliberately chose to forget her panties, deciding to tease girls a little bit.

Finally, she slid into a pair of plain blue sneakers and put on the white headband around her head.

Then she stood awkwardly and crossed her arms defensively.

"There, are you satisfied now?" Rarity placed her fists on her hips and asked haughtily.

"Great! Now let's head to the gym!"

---

"Don't be lazy! You can go faster than that!" Rainbow said to Rarity. Both girls were running on the treadmills.

"It feels like hours!" Rarity tried to keep up the pace, but it was so hard. The sweat ran all over her body. Her breasts seductively bounced with every step.

"Remember, once you finish, I'll give you a reward..." Rainbow Dash replied.

Rarity glared at her with a puzzled expression. "What kind of reward?"

"Oh, you will see."

Despite her initial irritation, Rarity was curious about what kind of rewards awaited her at the end of the exercise -- so she pushed harder.

Time moved so slowly. Finally, Rainbow Dash said, "Time's up!"

Rarity stepped off the treadmill, dropping her onto a bench. Her heart was racing and lungs were burning. She looked up at Rainbow Dash.

Rainbow Dash approached Rarity, smiling and touching her lap. And then she leaned down close.

"You did good and earned a little reward." Dash's hand stroked Rarity's soaking purple hair.

Rainbow Dash stuck her tongue out, drawing her tongue around Rarity's lips. Rarity opened them reflexively, and Rainbow Dash went deeper into the kiss. Their tongues kissed hungirly for a while.

Rarity's hands rose to grip Dash's hips, feeling a tingling between her legs.

After a while, they finally pulled apart. "Mmm, you taste delicious," Rainbow purred. "Now let's move on."

Rarity blinked dazedly. "Wait, and that's all? Just a small kiss?" she protested.

"That was just the beginning," Rainbow Dash assured her. "Now we've got weights to lift."

Rainbow Dash glanced at Rarity's sexy legs. "You know, I think you'd exercise easier without those shorts getting in the way. Don't you?"

Rarity paused before hooking her thumbs into her shorts' waistband and pulling them down. She kicked them aside. Now she was standing in front of Rainbow Dash only in her short top and sneakers. Her ass and pussy were fully exposed. Fortunately, no one was in the gym.

"That's much better," Rainbow Dash complimented her figure. "Now grab that barbell and let's pump iron."

Dash stood behind Rarity to catch the perfect view as Rarity started lifting the barbells. The tight t-shirt stretched taut across her damp chest.

Her ass swayed hypnotically with each rep.

"Focus on your breathing. In and out!" Rainbow encouraged. Goddess Celestia, Rarity's ass was so magnificent... Dashie bit her lip to suppress her lust desire.

Sweat trickled down Rarity's spine and disappeared tantalizingly into the cleft of her rear.

Rainbow Dash gawked at Rarity's sweaty asshole behind. She loved her butt, how perfectly shaped it was. So tempting, so inviting...

"Just five reps!" Rainbow Dash urged. Her own pussy was so wet with desire.

Rarity grunted with exertion. Her face flushed and damp tendrils of beautiful hair sticking to her forehead. Each downward thrust caused her voluptuous rear to jiggle enticingly.

This brown hole seemed to wink at Rainbow, begging to be explored.

"Rarity, bend over, please" Rainbow Dash was unable to resist any longer.

Rarity hesitated for a moment before complying, bending over and grasping the wooden bench for support.

Rainbow fell to her knees and spread Rarity's ass cheeks apart wide. Without hesitation, she buried her face between them, tugging her tongue hard over the tightly clenched ring.

"A-ahh! Rainbow Dash, wh-what are you d-doing!?" Rarity said, bucking involuntarily against the unexpected intrusion. Her face blazed red from shame. "Don't lick that place. You! Pervert!"

Rainbow Dash didn't reply and simply doubled her efforts, swirling her tongue insistently around Rarity's shithole. She tasted that divine place -- salty from sweat, driving Dash wild.

Rarity felt torn between mortification and growing excitement. No woman had ever touched her so intimately before!

Despite her lover's protests, Rainbow Dash lapped greedily, relishing each gasp Rarity emitted.

Soon enough, Rarity stopped fighting. She started ground her hips shamelessly against Rainbow Dash's face, chasing the pleasure.

"Ahh, yes... oh Celestia... Bliss!..." Rarity pleaded desperately. Her fingers clawed at the bench.

When Rainbow Dash sensed Rarity was going to climax, she abruptly pulled away. "What? N-not fair!" Rarity cried pitifully.

"Sorry, but we still have a lot of exercises. I promise, the rewards will only get better." Rainbow Dash said, wiping her mouth by her hand.

They led over to the gym mats for their next challenge. Rarity's legs trembled slightly.

Her eyes narrowed when she noticed the thin layer of dust on the surface of old mats. "Darling, when were these mats last cleaned?"

Rainbow Dash shrugged, brushing the dust of the mat with her hand. "Eh, probably a while ago. But don't worry. A bit of dust never hurts."

"I bet they have never been cleaned." Rarity muttered. "Probably filled with all sorts of nasty germs..."

Rarity sighed, resigning herself to the less-than-optimal conditions. She stepped gingerly onto the mat and lay down for the starting position.

Rarity grunt from each crunch. Her abs burned from the exertion. She could feel Rainbow Dash boring her eyes between her legs.

As Rarity lowered herself back down, Rainbow Dash placed a guiding hand on her stomach, guiding her motion.

"Remember about your breathing. Just a few more reps..." Rainbow Dash instructed.

Rarity gritted her teeth. Finally, Rainbow Dash said, "Alright, that's enough."

Rarity falled back onto the dirty mat. She tried to catch her breath.

"So, what's my next reward this time?" Rarity asked after a minute.

Rainbow Dash went onto the mat to sit astride Rarity's waist. "Just say what you want?" she whispered. She leaned her face down so that their noses were only almost touched.

"Could you please... rub me?" suggested Rarity.

"Rub you where?" Rainbow Dash prompted teasingly.

"You know where!" Rarity hissed.

Dash rubbed her hand between Rarity's thighs.

"Ohhh," Rarity moaned.

Rainbow Dash rubbed her harder. She put a finger in and brushed the wet folds hidden inside.

Rarity gasped, hips bucking involuntarily. "Ahhh..."

Rainbow Dash grinned, pleased. "You're my sexy little fitness slave...", she joked and pressed a finger further.

"Y-yours," Rarity wrapped her legs around Rainbow Dash's waist to pull her closer. "Please, make me yours..."

Rainbow Dash continued to pump her finger in and out, adding another digit to stretch Rarity wider. Her thumb circled Rarity's clit.

"Oh Celestia, yessss..." Rarity keened. She felt the tension coil tighter and tighter

"Not yet," Rainbow Dash whispered, withdrawing her fingers away abruptly. She held them up, dripping with Rarity's fluids. "Not until you beg for it correctly."

Rarity whimpered, aching with need. "Please, Rainbow Dash, please let me finish! I need it so badly..."

"You need what, Rarity? Say it!" Rainbow Dash teased.

"I need you to fuck my pussy! Fuck me with your hand, please!" Rarity called out desperately.

"One final exercise and you'll earn the final reward."

"O-okay," she sighed, feeling weak from the previous set of crunches.

Dash grabbed a jump rope from the rack. "I want you to jump for ten minutes straight."

Jumping rope had appeared so simple for Rarity, but after everything she did already, this wasn't simple. She took the rope and began to jump.

Rainbow Dash clearly enjoyed her revenge and the view of tired, naked Rarity. Those amazing breasts springed up with each bounce.

Dash looked hungrily on Rarity's slick folds parted slightly with each jump. Her pussy and ass were fully exposed. Her vaginal juices were spread over her inner thighs and glistened invitingly in the gym lights.

"That's it, good girl!" Rainbow Dash cheered, "Show me how graceful you can be!"

Finally, the buzzer signaled the end. Puffing with exertion, Rarity ceased, letting the jump rope fall to the floor.

"Such a good little athlete," murmured Rainbow.

She withdrew a double-ended purple strap-on from her gym bag and strapped one end at her waist.

Finally, Dash grinned mischievously. "Your reward for completing all your exercises, Rarity."

"Yes, please.!!!"

"Now lie down on the mat," Rainbow Dash instructed firmly.

Rarity reclined on the dusty mat, spreading her trembling thighs wide. Rainbow positioned herself between her legs. The cold head of the silicone strap-on slid over Rarity's wet slit.

Rainbow Dash guided further the dildo, stretching her wide open. Rarity's entire body tensed.

With great pleasure, Rainbow began grinding her pelvis against Rarity's, feelling the stimulation of her second head as well.

The friction built quickly. Rarity felt bliss she craved all day.

Finally, Rarity arched her back on experiencing an orgasm. Wave after wave of intense pleasure washed over her. Her pussy walls tightened rhythmically around Rainbow Dash's dildo, milking the false head.

Rarity lay limply on the dirty, damp mat, utterly drained. They were both slick with sweat. She was nicely tired and utterly happy.

Rainbow Dash leaned in and kissed her, "I told you you will like the workouts."

Rarity smiled. "I guess I owe you a thanks."

"Oh? And what would you like to suggest?"

Both girls were coated in sweat and a fine layer.

"I suggest we head to the spa -- we're dirty and stinky. And I'll give you a nice massage. Deal?"

Rainbow Dash pouted consideringly. "Hmm, okay."

--

The girls got dressed and went to the spa. As they entered, they smelled the pleasant aroma.

"Welcome to our spa!" Lotus said cheerfully. "Do you ladies have an appointment?"

"No, we don't," Rarity replied.

The attendant smiled. "Of course! Let me check our availability." She tapped away at her tablet before beaming back up at them. "We actually do have two slots open right now."

"Perfect," Rarity gushed gratefully.

The attendant led them to the changing rooms where they donned plush robes and slippers.

The girls entered the steam room and Rarity asked the attendants to leave them alone.

Rainbow Dash was the first who put off her robe and underwear and tossed them aside.

"Mmm, here is so good," she confessed and lowered her butt on the warm bench.

Rarity couldn't help but look at Dashie's trained body. Between her legs was an uncommon strip of rainbow hair that led down to her sexy, inviting slit.

Rarity folded up her clothes and sat together with her lover. The steam eased their tired muscles.

For several minutes, they just enjoyed the heat.

Rarity closed her eyes and breathed, savoring the aroma. But then, Rainbow slid her finger along Rarity's sensitive nipples.

"Ah", Rarity gasped.

Rainbow started massaging the nipples and thrust two of her fingers deep inside Rarity's snug pussy, causing her to squeal with pleasure. Then Dash started pumping her fingers vigorously.

Soon, Rarity climaxed, and her juices coated Dash's fingers. "Oh Dash... That felt so good!"

Rainbow Dash put her fingers to her nose and sniffed deeply. "Mmm, delicious," then she sucked her own fingers clean thoroughly.

"I promised you a massage." Rarity said to Dash and started massaging Dashie's shoulders and arms gently.

"Mmmm, that feels really nice..." Dash sighed contentedly, enjoying the attention.

Dash lay face-down on the padded surface. Rarity began to knead and massage Dash's back.

Dash relaxed with a soft moan under Rarity's skilled hands. As the massage progressed, Rarity moved her hands lower.

"I like your butt so much." Rarity murmured appreciatively. "So toned, so sexy."

Dash was touched by the compliment, feeling a rush of pride. "Thanks, Rarity. I work hard for it," she replies.

"I must admit I liked how toned your muscles are. You are so strong. I'm so weak in comparison to you." Rarity admitted. "And I had to say, I liked you being in charge today."

Dash grinned mischievously. "I'm glad to hear you admitted it! So, we will have regular training sessions then!"

Rarity felt a twinge of regret. Her lazy ass didn't like working out! But this particular workout with Rainbow had her so turned on today.

"You're right," Rarity agreed, "Training sessions every day with you sound wonderful!"

Dash smiled knowing that she won. She turned to Rarity and gave her a deep kiss. Their tongues entwined, enjoying each other.