"Friendship Lessons"

Though Atticus had lived a relatively short life, all things considered, he had been pretty positive that there wasn’t much left that could surprise him anymore. Some of his best friends were mythical creatures, he was familiar with two beings that could move celestial bodies at will. Every other Tuesday he would have tea with a pegasus and a creature that may as well have been a god. Things like surprise or the term “unusual and strange” should have meant nothing to him. But, wouldn’t you know it, he found himself completely taken by surprise this morning. And not the good kind of surprise either.

“Alright, you can do this, you can do this. Just go to the fucking door and open the son of a bitch up. You’ll be fine. You’ll be fine.”

For the first time in a very long time, Atticus had found himself standing in front of Rarity’s boutique. The sight of it brought back some of his earliest memories in Ponyville, when everything had been new and scary and Rarity herself had been just another cute little horse with far too big eyes and a fantastical dye job. But now, as he looked up at the silly looking building, he couldn’t help but feel a sense of foreboding.

“Come on,” he said to himself, opening and closing his hands. “You’ll be fine. Nothing’s gonna happen to you. And even if something does happen you already told Thunderlane where you were going. So if you’re gonna get murdered—which you won’t because everything’s going to be peachy— at least someone will know to look for your body.”

A noise behind the human made him jump. He whipped his head around to see that it was just a group of foals getting in one last game of tag before their parents called them home.

Releasing a shaky sigh, he looked back up at the boutique. “She’s half your size. If push comes to shove you can throw her out a window or something. Stop messing around and just do it you goddamned pussy.”

Atticus steeled his expression. Raising his hands up, he started to bounce back and forth on the balls of his heels. Throwing a few shadow punches—which had a few of the foals watching him laughing—he made his way to Rarity’s front door. Knocking twice, he grabbed the doorknob and twisted it. Opening the door, he poked his head inside to look around.

“Rarity?” he said. “Rarity, are you there?”

“I’m upstairs, darling,” a posh voice called somewhere in the building. “Take off those horrid shoes before you come in please.”

“Alright,” he called before poking his head back outside.

He waved at the group of foals, getting their attention.

“Hey munchkins! Yeah you guys! If you guys hear any screaming or anything like that do me a favor and tell your parents to call the guards, alright?”

The foals—being foals—just giggled at the silly man before galloping away.

“In or out dear,” Rarity called. “If you keep my door open any longer you’ll let bugs in.”

Atticus looked back inside the boutique. Though he had the urge to go back outside and get away from here as quickly as possible, he forced himself to step inside, closing the door behind him.

Rarity’s home/shop was just as he remembered it. Bundles of cloth and half-made dresses littered tables, racks, and nearly every available space in the mare’s work room. There was a certain scent that hung in the air; the smell of scented candles mixed with some sort of expensive incense. A trio of mannequins stared at him in the shadows, doing nothing to calm his nerves.

He drummed his fingers against his thigh. He looked around a bit—checking for anything nefarious or malicious—before taking off his shoes and putting them on a mat sitting in front of the door. Now shoeless, he made his way into the bowels of the building, where he knew the stairs to be.

“I’m coming up now, Rarity,” he said.

“Did you take your shoes off?” she asked.

Annoyance replaced some of Atticus’s nervousness. “Yes, I took my fuc— I took my shoes off.”

“Then I’m waiting. I’ll be the third door on your right.”

Atticus ascended the stairs. Again there was an urge to leave. This was obviously a trap of some kind. The second that Rarity saw him he was a goner. Even with these thoughts, however, he found himself standing at the top of the steps.

The upstairs to Rarity’s boutique was dark. The only light seemed to be coming from an open door. It was a soft, flickering light; the kind when someone lit up a bunch of candles.

“Atticus? What in Equestria is taking you so long?” the mare herself asked, her voice coming from the room. “If you’re rummaging through my things I’m going to be less than happy.”

“Hold your horses, woman, I’m coming,” he replied, walking over to the room, taking a deep breath, and stepping into it.

At first glance he saw that it was a large bedroom. Unlike most of the house, there wasn’t an article of clothing in sight. In the corner of the room sat a table with an array of makeup products stacked in neat little rows. Right next to that was a window with thick purple curtains covering it. A bed—large by even his standards—sat at the end of the room with a nightstand sitting right next to it. It was on this bed that Rarity herself lounged.

A half a dozen pillows propped the mare up. A thin lavender blanket covered the lower half of her body, accenting her curves but leaving just enough to the imagination. The candlelight danced across her body, and seemed to give her blue eyes an almost otherworldly quality. If Atticus had been a different man and she had been a different mare he might have said that she looked stunning.

“I honestly didn’t believe that you’d come,” she said before taking a sip of the wine she held in her magic.

“I didn’t think I’d come here either,” he replied, wringing his hands.

Rarity looked him up and down. Her gaze was intense, focused, as if she were looking for something. He just stared back, not knowing what to do or say.

“I don’t suppose you’d want something to drink?” she offered, producing an empty wine glass and a large bottle of half-finished wine.

Atticus grimaced. Walking over to the bed, he sat down on the end of it and reached into his back pocket, pulling out a small tin flask.

“I’m not much of a wine guy. I’m not much of a drink guy at all really, but sweet Christ do I need something strong now,” he said, unscrewing the cap of the flask and taking a swig. He made a face as the harsh, burning liquor made its way down his throat. “Goddammit, I hate this shit so much…”

Still staring at him, Rarity sat up fully, crawling over to the edge of the bed until she was sitting about a foot from him. He eyeballed her as he took another swig from his flask.

“Language,” she said, though there was no edge in her voice.

Atticus grunted. “I think language is the least of our worries right now, Rare.”

To his surprise, the unicorn, laughed. “Yes, I suppose you’re right,” she said, taking a small sip of her wine.

He brought his flask to his lips. He was just about to tilt it back but he stopped short. Making a face, he lowered the flask.

“…I wasn’t going to come here,” he said, putting the cap back onto the flask and shoving it back into his pocket. “I thought you were just being a fuc—”

He took a deep breath, closing his eyes and silently counting to ten. Rarity continued to stare at him with those big blue eyes of hers, sipping on her wine.

“… I don’t know what you were thinking. All I know was that I spent all day trying to figure out a better idea on how the two of us can be buddy-buddy like everyone wants.”

“And did you have an epiphany?” she asked.

Atticus shook his head. “I couldn’t think of a single freaking thing,” he said. “Every time I thought of something I remember just how much I can’t stand you and how it’d fall apart. Magic, therapy, you name it.”

“I was thinking the very same thing, dear,” she said, scooching a hair closer to him. “Your savagery truly defies all reason and logic.”

He gave her a dirty look. An insult came to mind—something about her needing a bed this big so she could fit all the stallions she fucked and sucked every night—but he managed to resist the urge. He instead turned so that he was fully facing her and looked at her hard.

“Rarity, you look—” He drew his lips into a thin line, his face scrunching up like he had just eaten a particularly sour lemon. “—you look nice tonight. I guess. Better than you usually do.”

Rarity raised an eyebrow. “Oh really?” she asked, a small smile tugging at her lips. “Well, that’s very nice of you to say.”

Atticus looked away from her, staring down at his hands. She scooched closer until their sides were touching. She then stared at his shirt, and her smile disappeared.

“You’re looking… well, I see that you’re wearing that horrid shirt with all of the holes in it,” she said, tugging on said shirt with her magic.

He ignored the jab, still examination his hands. “I don’t know if your batshit plan is gonna work Rare, I’m actually pretty sure that it’s gonna blow up in our faces, but I wanna at least try,” he said. “For everyone’s sake.”

“That is a very adult thing of you to say, Atticus,” she said, placing a hoof in his knee. “And since we have both decided to be adult this afternoon I believe that some ground rules should be set up?”

He looked over at her as he pushed her hoof off of his leg. “Ground rules?”

“Yes. Ground rules,” she replied with a nod. “While I can’t help but admit that the thought of pummeling you until you see sense crosses my mind almost everyday, I have no desire to hurt you or even make you uncomfortable in this setting.”

Atticus nodded. “Yeah, I guess that makes sense.”

“Of course it does,” she replied. “Now, since our first session is no doubt going to be… aggressive, the establishment of a safeword might be in order. It might also be a good idea for there also to be some sort of motion that we could do if our mouths are otherwise occupied.”

“A safeword like bozo and tapping your arm twice or something like that?” He asked.

Rarity smiled. “The tapping sounds like a wonderful idea. Would the word “fabulous” be a good enough safeword, or should I shorten it so it’s easier for you to remember?”

Atticus gave the mare a finger without a second thought. “I’ll give you something easy to remember, you little marshmallow pain in the ass.”

She giggled. “Well, now that that is out of the way we can begin!” she said with a wiggle. “And I must say, you are being far more tolerable than I thought you were going to be.”

She batted her eyelashes at him.

“Perhaps, for all of your guff and whining, you are actually looking forward to this, hmm~?”

Atticus snorted. “Fuck no. I doubt I’m gonna enjoy even a little bit of this.”

Rarity chuckled. If Atticus would have looked up at her, he would have noticed an odd glint come to those big blue eyes of hers.

“I wouldn’t be so sure of that, darling,” she said, pressing more of her body weight against him. “Most stallions would thank their lucky stars to find a mare that would be willing to do something like this.”

She once again placed her hoof on his knee.He attempted to reach down and remove the appendage, only for a burst of magic to slap his hand away.

“Just think about it for a moment, my dear,” she continued, slipping her other hoof around his back. “You have a beautiful mare that has allowed you in her home for a night of coitus.”

The hoof on his knee moved upward, starting to rub his thigh. Rarity’s rubbing was soft yet firm. It might have even been considered caring, if not for the look in her eyes.

“And not only that, you’ve been asked to come to her abode as many times as it takes to solve your particular problem,” she continued, leaning up so she could give his ear a teasing nibble. “This means night upon night of unrestrained passion, where the two of us can do to each other whatever we please.”

A pair of lips brushed against his jaw. The hoof rubbing his leg slowly made its way to his groin. Rarity’s scent, wildflowers with a hint of honey, hung all around him. Out of the corner of his eye he could see her licking her lips.

“There needn’t be any tenderness, and we most certainly don’t have to concern ourselves with feelings. All we need to worry ourselves with is some good, hard rutting~”

By now the average stallion would have been squirming in place, his stallionhood poking out of his sheath. But the look on Atticus’s face would have suggested that he was standing in line at the DMV. Rarity didn’t seem to notice this as she crawled into his lap, wrapping her hooves around his neck and leaning close.

“Can you imagine it, darling? My lovely self riding you to ruin? You running those overly large, dirty, unmanicured hands all over my flawless body? Our sweat-slick bodies embraced in the passion and bliss.” She looked deep into his eyes, pressing her forehead against his, making sure to mind her horn. “Now what else could be possibly better than that?”

Atticus stared right back at her for several seconds before letting out an explosive sigh. “Well, to be honest, I think I’d prefer Flutters in the scenario.”

He watched as the bedroom eyes Rarity had been giving him disappear, as did her smile. What replaced it was a look of utter incredulity.

“Fluttershy?” she said.

He nodded. “Yeah, she’s a real cutie,” he said. “Nice looking face, great set of legs, and her wings are probably the most beautiful I’ve seen except for the princesses. I can see why ponies wanted her to be a model.”

Rarity opened her mouth to say something, but closed it a second later. Her shoulders slumped a hair and she looked like she was trying very hard to decide whether to be upset or not.

“Well… Fluttershy is a very beautiful mare I must admit—”

“She has that pegasus butt though,” he interrupted. “You know, the anti-ass. That’s the part of her that I’m not really a fan of.”

“That’s—”

“You know who has a great ass though? Twilight.”

A frown started to form on Rarity’s face. “Atticus, as much as I enjoy—”

“Really doesn’t look like it, but that little bookworm is packing one heck of a butt. And not one of those big rock asses like Applejack had either. She’s got just enough junk in the trunk that it jiggles when she’s walk—thmp!”

Before he could finish his thought, his was his mouth was shut by some unseen force. Looking back at Rarity, he saw that the mare’s cheeks were puffed out and her eyes were narrowed.

“You have a willing mare sitting in your lap and you’re off daydreaming about other mares,” she said, sounding not at all happy. “You truly are something else, you despicable…”

Reaching up with a hand, Atticus pinched the tip of Rarity’s glowing horn with his pointer finger and thumb. Her eyes crossed at the contact, and the magic holding his mouth closed vanished.

“Willing? Please. You’re probably gonna enjoy this about as much as I do,” he said, tracing the spiral in her horn down where it connected with her skull. “Hell, I bet you’ll just lie there and let me do all the work, you stuck up busybody.”

A shiver ran down Rarity’s spine. She let out a whine, her tail brushing against his leg as she squirmed. She leaned forward once again, pressing their foreheads together. With half-lidded eyes she looked up at him and parted her lips.

He chuckled. “What? Is playing with your horn really—MOTHERFUCKER!”

As quick as a snake, Rarity bit him right on the nose. It wasn’t hard enough to particularly hurt, but it did surprise him enough to make his head jerk back. Now grinning herself, she yanked her horn out of his grasp. Its tip glowed a moment later, and before he could so much as spit Atticus found his hands glued to his sides.

“Let’s not confuse your sexual prowess with mine, beast” she said, giving his chest a hard poke. “Now, let’s see what I have to work with.”

Her horn crackled with power, and in the blink of an eye Atticus found himself without a shirt.

“You better not have done anything to that shirt,” he warned, frowning as the mare leaned back to get a better look at him. “That’s my only—”

It took a few moments, but he eventually noticed that, even though his lips were moving, no sound was coming out of his mouth.

“Shush,” she said, giving his arm a squeeze. “Otherwise I might put that filthy mouth of yours to use elsewhere.”

Taking a deep breath, he opened his mouth and tried to scream as loudly as he could into her face. Unfortunately for him, he didn’t make a peep. Rarity barely seemed to notice the defiant act, her gaze roaming across his chest and arms.

“Hmm… You most certainly aren’t a pony,” she said, brushing her hoof against his stomach. “And not a monkey either, like Berry Punch insists whenever I see her…”

Atticus tried to lurch forward to bite the mare, only to find himself stopping short. Rarity, meanwhile, tapped a hoof against her jaw, her expression thoughtful.

“Yes… Not a princely body by any means, but I suppose that you could do worse,” she said, looking him in the eye. “Now, since you were so terribly rude earlier I think I’m going to take a peek of the no doubt freakish organ between your leg—eep!”

Placing his knee in the middle of her rump, he drove it upward. This sent the unicorn a good foot into the air. Rarity, not expecting the sudden flight, began to flail wildly with a shriek. Free from his magical confines,Atticus quickly stood up with a shout and a grin, snatching her out of the air and holding her close.

“If you don’t quit with that magic shit you’re going to be doing a heck of a lot more than peeking at my freakish organ, you bitch,” he growled, giving her rump a hard squeeze.

Rarity let out a gasp, her back legs twitching as his fingers dug into her cutiemarks. “I’m very glad to see that you’re finally getting into this, darling,” she said with a breathless giggle.

“I’m not getting into this,” he replied, pressing his nose against hers as she used a spell to unzip his pants. “I just want to get this over with so I can go home and take a long, cold shower.”

“Not having the decency to stay the whole night with a lady?” she said, giving her head a shake even as she pulled down his pants. “We really must teach you some manners.”

Atticus growled before pressing his mouth against hers. She tried to draw away, a surprised sound escaping her throat, but he just followed her. He could taste the wine on her soft, supple lips, causing him to be deepen the kiss.

In his mind’s eye he couldn’t help but think about all the things he couldn’t stand about the mare in his arms. The way that she strutted around like some cheap floozy. That irritating whine of hers. Her incredibly fake accent. An accent that her family—who had lived their whole lives in Ponyville, just like her—didn’t have.

He thought about all the times she had tried to make him wear all of that ridiculous clothing. All of the times she acted passive aggressively toward him, or called him a beast or barbarian.

He couldn’t stand the way that she wrapped her hooves around his neck, or the way she hummed as she kissed him back. He most certainly didn’t enjoy the feeling of her magic stroking him through his pants, and he absolutely hated feeling her tongue playing with his.

As much as he would have liked to keep hating their kiss, he did have to breath. So, with absolutely no disappointment or regret, he broke the kiss. He was just about to take a deep breath when Rarity—who looked like a lioness ready to pounce on her prey— moved his head to the side and bit down on his shoulder. To his surprise, the bite wasn’t all that hard. Still though he decided to see if he could get a rise out of the mare.

“Goddammit!” he shouted.

Rarity tensed, drawing back with a look of alarm. She looked down at him, mouth half opened to say something, but he just grinned.

“The look on your face,” he said. “Goddammit, I wish I had a camera.”

Both irritation and relief came to Rarity’s face. “Oh you despicable…”

Atticus began to knead the mare’s rump. She shivered, her tail brushing against his legs.

Still grinning, he offered her his neck. “You had it coming,” he teased. “Now let's see if those teeth of yours can do more than nibble on cake and ice cream.”

Rarity brow furrowed. Huffing, she leaned back down and bit down on his neck once again, this time with much more force. Not enough to break the skin, but enough to make it a bit uncomfortable and no doubt leave a mark.

“Owowowowowo, stopstopstopstopstopstop!” he said, playfully squirming.

He could hear Rarity giggle before she eased up on his shoulder. Her long, thick tongue slide over the area she had just bit. She then planted a kiss on his collarbone before pulling away.

“There we go. A little something to remember me by, darling,” she said with a grin, before offering her neck.

He bared his teeth and darted forward.Rarity was about to jump back but before she could he was already carefully nibbling her throat. She let out a gasp, then a pleased hum as she leaned downward. This, of course, infuriated Atticus beyond words.

“Oh~ Just like that dear,” she cooed as he planted kissed along her jawline. “My goodness, if I had known that all I needed to do was bite you so that you’d act like less of a brute and more of a gentlecolt I would have done it ages ago!”

“I’m not a fucking brute, you goddamn dodo,” he snapped, giving her neck a hard nip. “You goddamn white, fake-posh pain in the ass.”

Rarity giggled before she began peppering his face with kisses. With each kiss he felt himself becoming more and more upset.

Because of this pain in the ass horse he had made one of his best friend’s, and the sweetest creature to ever walk this or any planet, cry. It was her fault.

Carrying her over to her makeup station—kicking his pants off along the way—Atticus sat her down on top of it. Eyeliner and hoof polish, as well as dozens of small brushes, files, and things he couldn’t even guess at, fell to the floor, but he barely paid it any mind. Rarity didn’t seem particularly concerned with the mess either, just staring up at him with lustful eyes.

Her face was red, and her usually perfect mane was becoming disheveled. Her chest was heaving as she tried to catch her breath.

“You do know that I have a perfectly good bed over there,” she said, grinding her rump against her table.

Atticus grabbed her by the face and pulled her into a such a forceful kiss he was surprised that he didn’t knock own teeth out. “I’d rather not be the thousand and first guy to fuck you on that bed, cunt,” he said, just as Rarity pulled down his boxers, revealing his throbbing manhood.

“I believe that you’re mistaking me for your mother, dear,” she said, eyeing his cock.

“Fuck you.”

“Oh, I plan to~”

Rarity’s tail flicked side to side, fanning up a sweet, musky scent. His cock throbbed as he gave the mare a look that would curdle milk. She responded with a sickeningly sweet smile, spreading her legs back legs nice and wide, revealing a pair of small little teats and a pristine, wet marehood.

“That’s a cesspool if I’ve ever seen one,” he said.

“Sticks and stones, ape,” she replied. “And I’d imagine that stallionhood of yours hasn’t been washed in at least a fortnight.”

Her horn glowed, and a blue aura surrounded his member.

“What a silly looking cock,” she said, giving it a few strokes. “It’s nothing more than a mushroom attached to an overly long shaft.”

Atticus shivered. “Overly long?”

“Hm?” Rarity said, tearing her eyes away from his manhood. “Forgive me, I meant… underwhelming.” She took in a deep breath, a shudder running through her as she gave his cock a tug, forcing him to take a step closer. “I can see why you insist on wearing those ratty pants everywhere you go. If I had something like this between my legs I’d be ashamed to—”

Atticus bristled, and before Rarity could finish her sentence he picked her back up. Then, taking two steps, slammed her against the wall. A savage smile came to his face as he heard her let out a cry. Whether it was a cry of pain or pleasure he couldn’t tell.

“Shut your mouth,” he said, pinning her to the wall.

Rarity looked up at him, a range of emotions flashing across her face before she smiled. “Make me,” she said, giving him a kiss on the nose and a swat to the rump with her tail.

Not one to back down from a challenge, Atticus did just that.

Looking into the mare’s eyes, he leaned down. With a gentleness that surprised even himself, he pressed his lips against hers. She returned the kiss eagerly, running her hooves through his hair. His hands, itching to wander, left her rump while he used his knees to keep her propped up.

“Careful now. We wouldn’t want you to embarrass yourself by finishing all over the floor,” she said, her blue eyes sparkling.

She twitched as his fingers brushed against her lower lips. Her breathing hitched and her grip on him tightened just a hair.

“Maybe I should,” he said, tracing his thumb around her marehood. “The floor’s better looking, and it’s not gonna bitch at me for getting cum on its fur.”

Rarity opened her mouth to say something, but that turned into a moan as he reached up and gave one of her nipples a pinch. “A-Attic—”

“I guess I’d rather cum in something nice and warm though,” he continued, twisting the sensitive nub between his fingers.

His other hand slipped down to her marehood. Coating a finger in juices running down her inner thighs, he slipped a finger inside of her. Rarity’s moan grew in volume as her inner muscles clamped down on the digit with a surprising amount of force. A spurt of precum shot out of her marehood, coating his hand.

Atticus raised an eyebrow, looking down at her marehood. “Huh. I don’t know if I’m the one who needs to worry about finishing too early, Rare,” he said, slowly beginning to pump his finger in and out of her.

The mare’s eyes began to slip close when he added another finger. A half-dozen small spasms ran up and down her body as she let out a shaky sigh.

He grinned at the sight, feeling oddly pleased with himself. “You’d think after all of the cocks you’ve taken you’d be able to last more than a minute.”

Rarity’s eyes shot open. Before he could say another word, he felt an unseen force giving his balls a squeeze.

“I am not a slut, and I don’t appreciate you insinuating as such. Especially in the bedroom,” she said, an edge creeping into her voice. She leaned up toward him as he stood there, frozen. “I am a lady, and I demand to be treated like one.”

Though everything in him screamed to just agree with her, Atticus bared his teeth at her. “Sluuuuuuuuuuuuuut.”

Not a second after the words left his lips, Rarity’s eyes narrowed. Though she didn’t smash his boys into paste, she did rear a hoof back. While he wouldn’t have usually been worried about a three-foot-high marshmallow pony hitting him, Atticus knew from experience just how strong the particular pony in his arms was. This caused him to wince, turning his head to the side and readying himself for the blow. The punch or slap never came however. What did come was a kiss from Rarity so fierce that it knocked him off his feet and onto the carpeted floor.

“Motherfuck—thmp!”

Pinning him to the floor with her hooves, Rarity deepened their kiss with a low growl. Atticus twitched as he felt her grabbing the base of his cock. He could see the anger on her face, as well as see her tail and back legs twitching. He tried to reach up and touch the mare, only for her magic to pin his hands to the floor.

“Hey, what did I say about magic?” he asked, red-faced and breathless.

“I tried to treat you like a civilized creature, but of course you threw my goodwill in my face,” she said, staring down at him with fired in her eyes. “So, if you insist on acting like a beast I shall treat you like a beast.”

She rubbed the tip of his cock against her marehood, causing him to squirm. She seemed just as affected as him, her expression becoming almost desperate.

“A-And, since you are a beast, I see absolutely no issue with ravishing you where you lie!” she said.

She applied more pressure to his cock, using it to part her folds.

He sneered even as his manhood throbbed. “Bring it, b-bitch.”

Rarity furrowed her brow. She took a deep breath, and was about to lower herself onto him, when something very large and heavy smashed through her bedroom window.

“CANTERLOT GUARD! GET ON THE BUCKING GROUND!”