CHANGING LIVE

Of all the places in this world, this place looked the best. Mark stood outside the Carousel Boutique, just staring a it. It was a large multicolored building with a giant carousel on top of it. Saying it was girly would be an understatement, but he though it had a fine style to it. He stepped inside the boutique, a bell above the door rang signaling his entrance.

"Just a minute!" He heard from the back of the shop. A moment later, Rarity stepped though a door, making what could have been an over dramatic entrance.

"Welcome to the Carousel Boutique!" She said confidently. She had her eyes closed and her nose pointed to the ceiling in an attempt to make things more dramatic. When she open her eyes, she saw Mark just staring around the room, he was amazed by all the dresses and suits. Rarity stopped smiling at the sight of Mark.

"Oh… it's you Mark." Rarity wasn’t upset, but she didn’t want to give a grand welcome to every person who walked in

"Ma'am." Mark and Rarity's eyes widened, they were both taken back. Did he mean to actually say that? Mark wasn't sure about the actual ages of the ponies, no matter how many quotes or math equations he saw on ponychan. He just figured that he was Twilight's and Rainbow Dash's age, and that Rarity was the oldest of them all, including him. Rarity didn't seem to mind at these words, she just smiled.

"Ooh, a gentlemen." Rarity continued. "Sorry, I was just expecting a customer, he was supposed to be picking up his suit."

"Sorry." Mark just said that because he didn't know what else to say.

"Oh, no worries dearie. But since you're here for the day, I'm sorry to tell you that you'll be put to work."

"No problem, it can't be as difficult as work around at Fluttershy's cottage and with animals."

Mark was right, he was just doing simple tasks, fetching materials, holding down material while she  stitched them, and to his surprise, she even asked him his opinions on how she was doing.

The work day ended, and they had made many beautiful dresses and suits for the ponies of Equestria.

"Mark, thanks ever so much for your help." Rarity told him.

"No problem."

"Oh, one last thing, I was hoping I could make you a suit for any parties you may attend during your stay here. Could I get you to stand in front of those mirrors?"

Mark listened, he stood up in front of a wall of mirrors and watched as material and measuring tape wrapped around him.

"Mark, I have to tell you." Rarity started. "You're the nicest colt-cuddler I've ever met."

Mark's eyes widened and his voice got involuntarily loud.

"WHAT?"

"Oh, you don't have to hide darling. It's ok, maybe Applejack can introduce you to Caramel, he seems like a nice companion for you. "

Mark couldn't believe what he was hearing. "YOU THINK I'M-?" He didn't know how to explain it.

Rarity had an 'Oh Shit' look on her face. "You mean you're not?"

"Why would you think I'm gay?"

"Well, I figured, you're very respectful towards mares, you're extremely nice to everyone, and, let's face it, you know your way around a thread and needle, I just thought-"

"Wait, what?" Mark put the pieces together in his head, even in his thoughts it sounded like he was gay.

"Oh sweetie I'm so sorry." Rarity tried to be comforting. "Try to take it as a compliment."

Mark just stared at her, his face riddled with confusion.

Rarity spoke with a certain sweetness on her words that calmed him down.

"Think about it, most colts are meat heads and obnoxious idiots who treat girls like objects, you you're sweet, that would make anyone think you were a colt-cuddler, but instead you're just a genuinely nice boy."

Mark smiled. "Thanks, I guess."

Later, Rarity was taking some measurements, when she came across something that caught her attention.

"Mark what are these?" She poked at a bruise on his back side, causing him to jump. He was covered in bruises, welts, and burns. Rarity smiled, she knew exactly what these were from, she was a very experienced mare herself.

Mark forgot about the visible bruises, he hoped she didn't know what these were from, and he even more, he hoped that she wouldn't recognize them as Fluttershy's work.

"Oh, those?" Mark was thinking up excuses as he spoke. "I got those from… FLYING! Yes, flying. Actually crashing, I'm not very good yet."

"You're a horrible liar, dearie."

Mark knew he was, it was a long shot, and it didn't work. Rarity left the room, leaving Mark with a chance to think up a better excuse, unfortunately, it was too late. Rarity returned with a riding crop in her mouth.

"Mark, do you know what this is?"

Judging by the wing erection he had, she was able to answer her own question.

Mark, turned around to see he wings stiffened. He just hung his head and sighed.

Rarity was trying to hold back a smile as she said her next statement.

"It looks like you have some good memories involving this thing." She said with it now floating, hitting the tip against her hoof.

Mark didn't know what to do, she could tell when he lied, that pretty much gave him only one option. Mark fell to Rarity's feet and started begging that she wouldn't tell anyone. Causing her to laugh.

"Oh don't worry, what two ponies do behind closed doors is their secret, and it's nopony else's business."

"Tell that to Fluttershy." Mark said under his breath.

"What was that?"

"Nothing, nothing at all."

"Mark, just wait a minute, please." Rarity left the room for a second time. Giving Mark a chance to stand back up and calm down. Rarity emerged from her bedroom again, this time, she was wearing what appeared to be a maid's outfit. It was a really short dress that rode high on her flank. It had laces all down the front and frills along the bottom, and it got the desired effect from mark.

*Pomf*

She took a step toward Mark, until her face was in front of his. She told him to follow her, as she turned around, she dragged her tail lightly across Mark snout, he could smell the perfume she wore, it almost smelled like the aphrodisiac that Fluttershy made him take. She she walked away, she still had he tail raised, giving Mark a perfect look at her as they walked back towards her room.

Her room was as large as the main part of the boutique. The room was lit with tons of candles, and Mark noticed the large amount of mirrors on the walls and ceiling. Rarity laid down on the bed on her back and spread her legs open, all four of her hooves where in the air. Mark already had a wingboner, but this view gave him the hard-on that Rarity liked.

"Mark?" Rarity looked up at him, making full eye contact.

"Yes?" He was finding it hard to keep eye contact, his vision kept traveling lower on Rarity's body.

"I know you want it, so come over here and give me a taste."

"Yes ma'am."

"Call me, 'Miss Rarity', dear."

Mark smiled and looked up at her eyes. "Yes Miss Rarity."

Mark lowered his head and licked up Rarity's slit, fully taking in all the juices. Rarity had a sweet and spicy taste that he definitely liked. He started licking with more and more vigor. Mark could hear Rarity breathing harder and harder as he moved his tongue up and down her wet pussy. Mark made it a point to gingerly kiss her clit every few licks, he could she liked it, she would always make a few audible 'ahs' as he did it. Mark started lightly picking his tounge inside of her, occasionally making her squirm from pleasure. Mark knew she was enjoying herself, so he decided to go harder. Mark took his forehooves and used them to pull part her lips, allowing him to go deeper inside of Rarity. Rarity was holding back screams as she took her forehooves and put them against  the back of Mark's head, pushing him down againts her. As she did so, she came, her heavenly juices spilling out onto the bead, and completely covering the lower half of Mark's face. She looked down at Mark with a smile, but Mark wasn't done. Mark licked Rarity's slit, making sure to get as much of her taste as possible,. When he finished, he still had a hard on, he went up and layer down next to Rarity. She kissed him, his lips still tasting of her juices, and whispered something.

"Mark, we unicorns have more than one pleasure place."

Mark knew what she meant, but let her say it.

"It's our horn, just do the same thing you just did, but on my horn."

Mark knew that he was just going to be her boy-toy for the night, and that she probably wasn't going to return the favor, but Mark knew he couldn't pass up the opportunity. He moved up towards her horn. He slowly licked from the base to the tip. He expected it to feel like bone, but instead it was soft, almost like velvet. Mark felt Rarity taker her hoof and start to rub his chest, she liked the fact that he was a large colt, just like the ones she's dreamt about. He could feel her lightly kiss his chest as he began to stick the tip of her horn into his mouth. Mark started moving his mouth up and down the horn, Rarity's leg started to kick as he moved faster. Rarity started making cries of  "Oh yes" and "Keep going" as recombined licking and sucking at the same time. He started to see a glowing emitting from Rarity's horn causing him to stop. Rarity grabbed him with her front hooves and moved her horn back in front of his mouth.

"Please, PLEASE! Keep going darling! KEEP GOING!"

Mark did as he was instructed and put his mouth over the horn again. He contented sucking and licking the horn from tip to base. He heard Rarity scream, during which he felt something happen inside of her mouth. It was almost like a magical discharge, it wasn't physically anything, but Mark still felt it, like a shock wave of magic.

He moved back down to where Rarity's face was, he body was entirely limp as though she was out of energy, even though he did all the work. Rarity kissed him and spoke through her heavy breathing.

"Are you sure you're not a colt-cuddler dearie? Because you sure know how to give an excellent horn job."

Mark just smiled and kissed her.

"I only do that for mares as beautiful as you."

Rarity laid her head on his chest and fell asleep, she was adorable. Mark just laid there and stared up at the ceiling, he could see them in a giant mirror. He dozed off to sleep, thinking about what he had just done.

The next morning. Mark woke up to already find Rarity working on another dress in the main part of the boutique.

"Mark, you still smell like last night! You should go take a shower, you're going to Applejack's next, and she might find out about what we did last night!" Mark walked over and started taking a shower, only to hear Rarity talking to him from the other side of the curtain.

"Mark, one last thing."

"Yes Miss Rarity?"

Mark saw a glowing on the other side of the shower curtain. He felt a tingling sensation along his member, it felt really good to him. Within seconds, he had a full hard on, and within a few more seconds, he had the best feeling orgasm of his entire life. He almost fell over because his legs started to buckle. Mark looked at her though the shower curtain, all he could see was her silhouette.

"Was that your magic?"

He heard Rarity laugh.

"I just wanted to reward you for your service last night. I hope you'll come back soon!" She walked back out of the bathroom and resumed her work.

Mark gave a sigh of pleasure.

"Me too."