Behind the Gem, Under the Armor.

by The Real Steel

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Rarity, Shining Armor, Sex
Length: 8309

Passions run high, relationships change and two ponies lives cross after dark.

//Disclaimer: I do not own MLP: Friendship is Magic or any of it's affiliates. All rights go to Hasbro Inc.//

//Hey all! This is a one shot clop, written by yours truly. Hope you all enjoy the read! If you are under 18 or do not like clop, this isn't for you. //

Since Rarity was young she had always dreamed of a 'Prince Charming' to come and sweep her off of her hooves. Since she had first seen Shining Armor at the Canterlot Wedding she has found herself occupied with thoughts less than ladylike involving the stallion. A planned trip to Canterlot and a broken heart might give her the chance she has dreamed about.

Published 2013-05-27 23:10:01 UTC
Last updated 2013-05-27 23:10:01 UTC

The One and Only Chapter.

Behind The Gem, Under the Armor

Forewording/Forewarning: This is a clopfic, this is obviously intended only for those ages 18 and older and those who enjoy clop. If you are not a fan of clop or are under the age of 18, this is not for you. That said, for those of you here to enjoy the read, have at it. I've said all I needed to.

***

Canterlot, the heart and soul of Equestria. The city of dreams. A place of high living and superiority around every street corner. Where the rich thrived and the poor suffered indignation.

The castle, shining high on it's mountaintop perch, was the single most impressive structure in Equestria, the magnificent walls rose above the city and provided the towers from which the Princesses rose the sun and moon as well as the throne room from which they provided guidance to the citizenry of Equestria. The responsibility was not all on them however, the Guardsponies of Canterlot helped keep the entire city running smoothly, cracking down as best they could on crimes and keeping their stone faced vigil over the population.

If one were to listen to the Guard's reputation for being emotionless, unfeeling brutes who stood around like statues all day and all night and observed the stallions raising hell in the Barracks this night it'd be impossible to guess these were the same stone faced statues that spent their days around the city watching for crime and generally looking intimidating.

Each one of the armored stallions had a mug in hoof, raising them in toast as a celebration was called in the Guard Barracks this night. The reasons were unknown to all of them, no explanation why having been given or asked for but Shining Armor was back from The Crystal Empire and had informed them he was back for good, intending on taking back up his position as Captain. The half a year he had spent away didn't seem to even matter as a cheer went up and beers were hoofed out all around.

A few beers sloshed around the table Shining Armor was currently sat at, his own half empty mug resting close by on the table, his jaw set in a determined smirk. And though he had told none why he was back he was smiling, forgetting momentarily the reason he was back, burying it with booze and revelry. Like a college colt at a frat boy party.

It reminded him a great deal of his college days at a frat house, drinking and making merry for hours until everypony passed out only to wake up and do it all again the next day, without a care in the world. His determined smirk was because he was currently occupied in a physical contest, his hoof locked with one of his rather burly lieutenants who thought the Cap might have lost his touch.

The two hooves locked for a few minutes, with neither party giving in, each struggling to gain the upper hoof before a knowing smirk spread wider on Shining Armor's lips before with ease and a resounding smack the lieutenants hoof hit the wooden table and a round of applause, drinking and cheer went up.

In a moment of silence, in between refilling drinks Shining Armor sighed to himself and spoke with a bittersweet smile. "It's good to be home." Though soon he had more beer and partying to concern himself with.

This continued on for hours, stallions coming to try to best the Captain, each more drunk than the last and as drunk as each were it was only fair for Shining to be just as drunk which he was. By the time all of them had been defeated and drank themselves under the table or passed out on the floor he was still conscious, still drunk and very much lost.

Stumbling his way to the door of the barracks he made his way out into the city, occasionally hiccuping which rattled his armor, the fresh air would have been something to revel in but he could barely see or walk straight much less appreciate nature right at the moment.

It didn't take him long to somehow manage to directionlessly stumble his way to the train station, where his mind began to rebel against the pain, sadness and the close to unhealthy amount of alcohol, shutting down on the spot. He managed to hear the sounds of a sweet voice that seemed very familiar to him and the barest glint of a white coat, quite similar to his own, before his eyes managed to cross and then close on themselves.

His large form slumped onto the ground in front of the train station, all noises giving way to the dark deepness of his drunken stupor. He couldn't even hear the resounding clang of his armor on the ground as he slipped out of the world and into darkness.

The familiar voice he had recognized belonged to none other than the fashionista Rarity who had just gotten off the train after deciding to come visit Canterlot, not merely on a late night whim however. She had decided to do so weeks before and had even gone so far as put bits down on reserving a hotel room ahead of time.

As she stepped off the train, carrying her bags with her magic she found herself almost bumping into Shining Armor who she greeted as an old friend, having not seen him since her and her group or friends had last visited The Crystal Kingdom a few months back and before then it had been another few months since the Canterlot Wedding.

When he passed out the normally prissy mare didn't disappoint, letting out a little "Eeek" and going to see if he was alright, momentarily dropping her bags.

She gave him a few gentle pokes, seeing if he was alright. "Shining Armor? Shining Armor?!" He was out like a light but at least he was breathing, she could see that much.

After determining he was indeed unconscious she thought for a moment on what to do, there were no other guards or ponies about this night to help her. Her mind began it's half prim and proper, half concerned line of thought as she stood there and looked down at him. To add to the already bleak prospects of help she had taken a very late train from Ponyville so there were no other passengers.

And just as she thought to ask the train conductor to help she heard the toot of the train horn aand stared aghast as she noticed her bags laying open on the ground and the train taking off. In between bouts of wanting to cry in helplessness she thought of the disheveled state of the armored stallion and her baggage and then groaned.

Speaking aloud to herself she could be heard grumbling a few very whiny statements, covering her true feelings up for images sake. "I swear, if this stallion results in me ruining my perfect manicure there will be vengeance!" Despite this she couldn't suppress the light smile that cracked over her snow white maw, she was The Element of Generosity after all and she loved to help others almost as much as she loved fashion and that was a very deep love indeed.

Using both of her hooves she managed to lift the armored stallion's much larger right front hoof up and place it around her neck, the extra weight feeling like a harness around her. She dragged him, very slowly, towards the hotel she had managed to reserve at. Her baggage was carried by magic and she wondered just how far she would have to carry the unconscious lug. When a bright sign read "The Princesses Rest" Rarity knew she was at the right place and might have squealed in joy were she not in her current predicament.

Rarity doubted the Princesses ever slept here but was too tired, worried about Shining Armor and worst of all, sweating!, to comment or care. As she stumbled through the door, she gave the male desk clerk her best set of bedroom eyes, admittedly dimished from the heart stopping gaze she could normally give but still good enough, and managed to convince him to help her carry Shining Armor into the room.

He asked if she had a room after gaining his senses back from the look to which she gave an almost irritated answer of "Rarity, Room 304. I reserved a room a few weeks ago." It took him only a moment to not only realize who she was and where her room was but to get completely wrapped around her hoof again as she batted her eyelashes at him after the inquiry and asked "Now woud you be a darling and help me?" To which he promptly said yes.

After a little while of trouble with the stairs the two of them managed to get the armored stallion into room 304 where they deposited him on the bed, unfortunately Rarity was no future seer and hadn't predicted this. As such, some complications arose.

The room was rather well furnished, certainly not low class, not that Rarity would accept anything less than marvelous. This would do but it most certainly did not satisfy her. The walls were painted an elegant mix of both wood green and ivory, the sheets on the bed the color of fresh roses with little blue thorns on them. The bed itself was made of mahogany and the carpet felt like silk under one's hooves. For the price she'd paid it would more than do. It was complete with a tiled bathroom and all the other comodities one would expect, even somepony like Rarity had to admit it was nice for the price.

The bed was the only one in the apartment and she found herself tired, especially after all the, for her, hard manual labor. When the desk clerk finished helping her deposit the somehow still sleeping lug onto the bed, Rarity gave him a smooch on the cheek and a very intentionally sensual and ego-boosting 'Thank you Darling' complete with a bat of her eyelashes one last time before informing him of her drowsiness and showing him to the door.

After a few moments of almost pitiful admiration the colt love drunkenly stumbled back down the stairs and to his desk. Rarity however was not focused on the colt, her eyes were on the stallion currently resting on her bed. Her eyes trailed over his form, every muscle visible to her toned to a degree that'd make bodybuilders jealous, all covered by armor that even with all the dirtiness of the night shone brilliantly, topping it off was a gorgeous light blue and white mane and a handsome face.

Rarity felt heat flush to her cheek and a rosy red blush appear on her face as she caught herself staring way longer than she intended. She couldn't help the onslaught of thoughts that ran through her head however, not that she truly desired to. She had fantasized about Shining Armor before, late at night, all alone in her bed, when the need for anothers touch and her dreams were her only companions.

It had been so long since she had any sort of actual infatuation with a stallion other than her imaginary Prince Charming that had turned into a major dud in Prince Blueblood. Unfortunately for her there was nothing phony or false about Shining Armor and to make matters more embarassing for her he was the much beloved brother of her good friend Twilight Sparkle.

But seeing him laid out on the bed like that, vulnerable and....dare she say it? Cute. Made him even more appealing to her and before she knew it she was close enough to look right in his face, giving one of her famous breathtaking smiles. There were worse things than sharing a bed with this stallion she decided rather quickly, the thought making her giddy, even if he didn't know it.

It was a queen sized bed after all, more than enough room for both of them and though Rarity hadn't expected company when she reserved the room, the thought of being treated like a Queen appealed to her greatly. Unfortunately, tidiness and cleanliness were obsessive compulsive tendencies for her and Shining Armor presented a problem with both right at this moment.

The complication arose when she moved Shining's body, which for such a small, physically unfit, prissy mare took far more effort than it should have taken anypony, under the bed sheets. She knew she would have to change the sheets positioning when she slid in. Which, making her way over to the side of the bed, she proceeded to promptly do, making little squeaks of joy as she finally slid into place and used her magic to make the sheets oh so perfect, her obessesive nature accepting nothing different.

She looked over one last time as she lowered her eyelids, seeing her own nighttime fantasy in the same bed as her. It had been something she controlled and hid, it shamed her that since she had seen him in Canterlot she had thought of how much he reminded her of the Prince Charming she wanted but had never had. But at the same time the taboo nature of her wants, the fact he belonged to another, was related to one of her best friends, was admittedly above her station, it all added even more to her desire.

These thoughts accompanied her as she drifted into a pleasant sleep, the beds comforter allowing for just that, much comfort. Her dreams involved him and her, and many, MANY things that she'd dare not repeat in pleasant company. Soon, she was entirely unconscious, staying on the left side of the bed, Shining Armor on the right side.

She had no idea what Shining Armor's night had been like but, surprising herself and any who knew her who might double as a mind-reader, she found that she had enjoyed hers immensely. Even through the physical labor and, she almost cringed at the thought, sweat, she had enjoyed herself this night.

Shining Armor rolled in his sleep, his dreamworld occupied not by the same pleasant thoughts that accompanied Rarity. His dreams were occupied by a mixture of lust and anger, sadness and desire, broken hearts and raised passions. He remembered his cause for coming back to Equestria, thinking of the night that had changed his life, reverted it back to a more docile state in Canterlot.

He trotted through the halls and byways of The Crystal Palace, making his way to the bedroom that he slept in nightly and as the door opened he awoke with a jolt, sweat pouring down his body and when he woke he remembered everything that had happened the night before. Or so he thought.

As he ran a hoof over his sweat stained face he groaned, opening his eyes fully and looking around the room. Soldier training kicked in instinctively and he didn't ask out loud where he was but as his eyes shifted about the room they inevitably fell on the other resident of the bed who shifted and murred lightly in her sleep.

The royal purple mane and ivory coat, the soft, sweet voice that murred, all of them were unmistakable and Shining Armor felt a cold heat run up his spine. He knew he got drunk last night but his first thought was whether or not he had gotten drunk enough to sleep with one of his sister's best friends and not even remember it.

'Think Shining, think! Alright, I left the barracks after everypony passed out, made my way to the train station and...... I don't remember after that.' He couldn't piece the night before together but he was certain of one thing, he had the mother of all hangovers and a million questions didn't make it any better.

Those questions wouldn't have to wait long though as the form of the mare on the other side of the bed shifted and he rather quickly found himself staring into twin sapphire pools that doubled as the mare's eyes. Now, needless to say, he wasn't in a flirty or mare chasing mood but he was a redblooded stallion and the sight before him would have made even the most hardened of stallions hesitate.

Rarity's eyes were half lidded in what could only be described as a half awake, sensual look. Her black eyelids adding the perfect amount of dark mystery to the brilliant blue and her smile, Celestia that smile almost kicked Shining Armor in the teeth. To make matters even worse for him, she saw him looking at her and her soft, always sultry, half asleep and sensual as all hell voice rang clearly in the small room and greeted his questioning gaze. "Well, good morning there darling. Did you sleep well?"

As she asked this she yawned and rose from her pillow, and for the first time since Shining Armor had met her he saw her mane straightened, the elegant purple locks traveling themselves down her back and considering everything else he had already observed and the fact he had never seen her without her hair curled and primped up he couldn't help staring for a just a little while longer.

Rarity however, didn't catch his stare, if she had his embarassment might have been lessened. Instead what she caught was the sight of the bed sheets lifted up into the air by nature around his thighs, apparently nightmares and a broken heart were not enough to stop morning wood.

Rarity stared transfixed at the amazing sight before her, as if her fantasies hadn't been hard enough to contain Shining was hung! She stared for a long while, muttering only the occasional 'Sweet Celestia.' Much to Shining Armor's embarassment and chagrin.

She eventually looked up to meet his eyes and the blush was probably equally intense on both of their cheeks as the two locked eyes. She should have been more in control she berated herself, but she couldn't help it, her smile contained all of her emotions at once somehow, happiness for his safety, arousal, seduction, apologetic embrassment and that perfect exposure of her pearly whites.

He stared back and as she berated herself he followed suit. Why couldn't he break the stare? She was a friend of his baby sister! He shouldn't feel the throb of desire that shot through his body, starting at his brain and all the way down to the tips of his hooves. But he did and boy was it a strong one. After a few minutes of silence he managed to cover his stallionhood with a pillow and more than a little bit of a nervous chuckle.

After a little while of tense, nervous silence he managed to speak to Rarity at length, sounding more like a nervous school colt than a full grown stallion who led the guard, to say this situation had thrown him off balance would be an understatement of the highest degree.

"I'm sorry Rarity, I don't know how I ended up in your bed. If I did anything last night, I can't remember. I was.....drunk and disoriented. What happened, do you know? We didn't.........ya know..." He grinned a little sheepishly at that and waved his hooves for a way to say it without saying it. After a while he gave up in exasperation at finding the right wording and sighing at his inability to speak, choosing to simply hope she understood and would be able to answer the question.

"Did we?" He hoped she knew what he was talking about because right now he would rather be fighting Sombra or Chrysalis and risking his life than being seen by one of his sisters best friends fully aroused, thinking of her and sex of all things and blundering over his words like some kind of illiterate foal.

She had to resist the strong words that came with the feeling of electricity that shot through her body at his own words and ended in her crotch, the bed that little bit wetter from his words and her own personal thoughts. She almost squealed, he was so cute when flustered and the words she wanted to say were "No but by Celestia I want to correct that."

Instead she simply giggled lightly at his seeming block of communication. Reaching one of her soft hooves out she stroked his cheek lightly and spoke in a tone she hoped would reassure him. "Don't worry Darling, it wasn't like that. You passed out at the train station and I brought you here, this bed was the only one in the room as I was certainly not expecting another to visit with me while I was here in Canterlot. That's all. And I was certainly not going to leave you out there on the street by your lonesome!"

He was warm, she thought to herself, and his fur the perfect balance of soft and tough, by Celestia she wanted him and she didn't know how to not want him. She knew she shouldn't but couldn't deny she did. And bad.

He sighed in relief at that, not used to dealing with mares in this context. Naturally, he had had fanmares but it had been a long time before he felt any sort of attraction physically to any mare that wasn't Mi Amore Cadenza. As he thought about that he felt another stab of pain rush through his heart as he stood from the bed, not addressing Rarity as he stood and started taking off his armor snap by snap.

His mind focused in on itself as he removed straps of armor and thought of something, anything to say but could find no words. After a bit, he managed to get his whole suit of armor off and his body thanked Celestia for the wave of fresh, clean air as his mind managed to right itself like a bird knocked off flight pattern. "Hey Rarity,is there a shower here? I would like to get myself washed up." He turned to her, the pain evident in his eyes, his stance and voice stoic.

She could tell something had upset him, she may have been manipulative, obsessive and borderline egocentric but she cared deeply for her friends, though right now she wasn't sure exactly what category of pony Shining Armor fit into. Nodding lightly to the question she pointed her hoof to the bathroom door and spoke softly, wanting to reach a hoof out and comfort him. "The bathroom is over there darling, complete with shower. Take as long as you need."

He thanked her and headed for it, groaning as the pulses of pain from the hangover shot through him like wildfire. Pain wasn't all, there was desire, a lust, a primal need, a craving that filled him and the source of that craving was Rarity. He hadn't decided yet if he liked where his mind was going or if he simply needed somepony, anypony to hold him right now.

Closing the door behind him he stepped inside the shower, turning on the faucet and looking up at the shower head as the warm rinse cleansed him of the sweat, grime and disgust that roiled in him. The sounds of the water crashing around him left him alone with his thoughts, something he didn't want but desperately needed.

Soon, salty tears rolled from him and mixed with the water, tears that he had bottled up for the past month, dealing with the reason for his return to Equestria which he had yet to tell anypony. He also cried, for in that month he hadn't had relief or so much as touched a female or himself. He was a pressure cooker right now, looking for a reason to blow and until he saw Rarity this morning he hadn't realized just how close the lid he kept on his sexual tension and his desires was to popping off at the top.

As Shining Armor dealt with himself Rarity felt herself struggling with an inner dellema as well. She was by no means a virgin but contrary to the image she may give, using her inherent beauty and seductive talents to woo stallions into doing her bidding she was by no means an easy fuck.

She had standards, she liked to wait, get to know a stallion first, see if he could be anything to her. But Shining Armor, he was different. This morning had shown her that, most stallions would never have slept in her bed with her, most stallions she would have shoved out of the room as soon as she saw them hard, the smell of alcohol repulsed her unless it was wine and his alcohol breath was caused by beer, he stank of unwashed male musk.

She should have been repulsed but the heat that boiled in her stomach and tingled in her womb told her she was anything but and she realized, it had been so long, so long since she had a stallion and she had grown bored of pleasuring herself about two months ago, hadn't done so since, focusing on her work instead of her social life. This choice was catching up to her now.

The two were left to their own individual introspections for a good half hour before Shining Armor stepped out of the shower, steam rolling through the doorway as the faucet handle was turned. Rarity heard the water turn off and looked up in time to see a stark naked, fully aroused Shining Armor staring back at her. The look he gave her, that mix of knowledge he shouldn't want her, the hurt and pain and the very unmistakable look of lust, of primal craving, of mating heat, was like electric pleasure injected directly into her bloodstream.

He trotted over to the bed after getting a towel from the bathroom and drying himself off. Rarity was transfixed on this stallion, it was like a tug of war in her mind right now, her desires versus her class and her loyalty. She was about to snap, she wanted to scream but she just kept staring, staring even as he tossed the towel back into the bathroom, staring as he slowly brought himself back into the bed.

He sighed deeply and ran his hooves through his mane, letting them both keep a lid on their feelings just a little bit longer. A angry hoof hit his thigh though it was soon joined by Rarity, coming up to his broad back and giving him a gentle hug. "Shining Armor? What's wrong? Talk to me darling, are you injured?" She removed the hoof from his thigh and turned him towards her so he could speak to her.

He did so at length and, looking down at the sheets he had to fight hard to suppress the tears. "Cadance cheated on me. That's why I am back here, in Canterlot. It's been a month since I had any kind of companionship and.......I got so hurt, so lonely and drank myself into a stupor last night and many nights before it. I am angry Rarity, angry that you have to deal with my problems. Angry that last night I failed to keep my composure and you had to suffer for it."

Rarity looked him in the eyes as he spoke and she felt her heart break just a little bit, here was the stallion she had a crush on, she admitted that to herself there and then, and he was spilling his heart to her. She leaned forward and lifted his chin with a hoof, smiling at him as she spoke. "Darling, it's natural to feel the way you do. I personally am shocked that Cadance would cheat on a wonderful stallion like you but it is not because of you Shining Armor. This is your home, you were missed and wanted here in Equestria and though the circumstances are horrid, I for one am glad you're back."

She saw a tear roll down his cheek and brushed it away, smiling as comfortingly as she could. "And you were no burden at all Darling. I wanted to help you and as I said, I wouldn't leave you out there by yourself." She was of course not telling the whole truth, it had been a pain to bring him into the hotel and it had been a deviation from her plans but she didn't really mind and she was the Element of Generosity, not Honesty.

He allowed her to lift his head and as she finished speaking, removing her hoof he lowered his head again. What she couldn't see were the emotions crashing around inside him, the desire for her overpowering his feelings of pain, loyalty, everything at a pace that was scary to him. Rarity watched him wage an inner battle and hoped he came out the better.

She felt horrible for it but the thought that he was single, alone with her and stark naked sent a shiver of delight and hopeful lust through her like a jolt of magic. She lowered her gaze to the comforter herself and lifted it, what she got when she lifted her head she didn't expect.

Before she could even react his lips were pressed against hers and hard. The initial shock that jolted through her was overcome instantly by the distinct taste of male that flowed into her body, he tasted like desire embodied, his kiss disarming and arousing. He hadn't even bought her dinner, or flowers, or flirted with her, he was simply going to take her! And surprising herself yet again where he was concerned she was powerless against her desires.

Her front hooves wrapped around him and struggled to squeeze him close for a hug but he was too strong, and in complete control. She relished it, the feel of his lips on hers, the taste of his passion, like the sweetest caramel coffee or the most decadent cake. And then it was gone, and the eyes that had closed in the process of the kiss shot open wide in shock.

He had drawn back from the kiss, a look of shame crossed his features. He had lost control of himself, he had let his lst get the better of him and forced himself on a dear friend. His gut twisted and contorted and he felt like he was going to be sick. He closed his eyes, cursing himself and barely managing to utter a short "I'm sorry Rarity." Before feeling a single tear slide down his cheek.

Somewhere between the shower, the bed and the conversation he had lost control, become an animal of impulse and he had almost let that overpower him, pulling back too late for damage not to be done. Or so he thought. Instead of the anger, the betrayal and the hurt he expected to see in her eyes he caught a look he had never seen on her face before. There was anger but no hurt, no betrayal, only lust and greed.

Oh she was angry all right, furious even! He had stopped and she was angry about that fact, her previous shyness and embarassment about wanting him had dissipated when he kissed but then he had the nerve to pull away and then apologize for it! She wasn't usually one to be rude or be unkind to others feelings but she knew he wanted it and she was a mare being denied what she craved and needed. Her manners had flown. Leaning real close to his face, their noses almost touching she whispered in a harsh, sensual breath.

"Honestly darling? You can shove your apology, that's not what I want." After this she was the one who decided to push the matter. Leaning forwards she locked lips with him and wrapped her hooves, the same ones that had disconnected when his kiss did, back around him and she kissed him more passionately than she had kissed anypony ever before, she had had a taste and she was addicted, she wanted more, she wanted it all. And she hated being denied.

Surprise, desire, reluctance, primal cravings, loyalty, respect, worry, stress. All of these thing slammed together in the mind of Shining Armor as he felt the mare who he had managed to find himself in the same room as locking her lips onto his. Up to this point he had only really been intimate with one mare, and she had been good. Or so he thought. Then he kissed Rarity and that illusion of goodness shattered. She was smooth as silk, warm as the warmest tea and tasted so sweet that he had to have more.

He wrapped his hooves around her and kissed back, hard. He pressed his lips against hers, trying to get as much of that sweet taste as he could from her, the kiss a slight release for the electric desire spilling from his every pore. He kissed her for a good minute before extending his tongue, wanting to get even more of that taste, needing it.

And she was in the same boat he was, when he started kissing back she felt it, tasted it again. The delicious taste she had come to know in her mind, in the animalistic center of her being. It was male, pure male taste and she loved it. Her tongue stretched out at the approach of his own, there was no gentle smooching or loving kisses here, this was lust. Pure and simple.

Their tongues wrestled for control, both burning and aching for the taste of the other and Rarity could feel her entire body warming up, the tingling in her womb striking at her again like sparks to a sleeping inferno. She knew if this kept up she would be swept away by her desires, lose control, she would embrace the sexual fulfillment fully and without reservation. And she wouldn't resist it when the time came, she knew that just as she knew that this was no dream.

After a few minutes of utterly passionate kissing the two broke for air, Shining Armor and Rarity both panting as they stared into each others eyes. Both of their eyes smoldered with desire. Neither were sated by the kiss, in fact if anything their desire was increased. Neither knew what to say but both knew what they wanted. Shining Armor decided to take the lead now, all of his inhibitions thrown to the wind by this point.

Backing away from her he reached his right front hoof out, stroking her face lightly and then sliding his hoof down her cheeks, finding her neck and following the curves down to her shoulders and even further down to her chest. Like a phantom or a double his mouth followed the trail his hooves left and Rarity had a feeling she knew where this was going, throwing the bedsheets off with her magic she turned over on her back to allow him ease of access.

She moaned soft little mewls of delight as she felt his hooves scanning her body and his mouth trailing sensual little kisses down the nape of her neck to her shoulder and then her chest. Damn he was good! She thought, her marehood wet, hot and desperate for his touch by this point, causing her to groan at the slow pace of his teasing.

Eventually he managed to find his way to her thighs, trailing kisses and licks there, having moved his hooves away from the area now, his back legs hanging off the edge of the bed and her back arched against the backboard of said bed. She was nearly screaming at his teasing, wanting more from him so badly.

And then she felt the kissing stop, his head between her thighs, that gorgeous light blue and white mane all she could see, though feel is another matter entirely. Every breath hit folds so desperate for touch and pleasure that it sent a shiver up her spine every time the warm breath caressed her privates.

"Rarity.....are you sure about this?" She heard his voice from her thighs and she nearly snarled as she grabbed his mane and lifted it up, without intention of harming him and not tightly but so he saw her eyes. She scowled at him, not in anger but in simple need that she was being denied and in between breaths shortened by her intense need that not even being in heat could match she somehow managed to growl out a few words, concise and to the point.

"Darling. If you do not stop talking and put that mouth to better use right now I am going to make a hangover the least of your worries." She spoke calmly but her voice was red hot, just like her insides, aching with lust and carrying no hints of a joke.

Shining Armor didn't need the warning, he was almost as horny as she was. But what she said was enough to make him throw all the caution that had wormed it's way back in out the window once more. Going back down between her legs he took a good moment to stare at the beautiful sight. Rarity's pussy was dripping wet, her marehood oozing liquid arousal down onto the bed sheets and the smell that greeted his nostrils was more intoxicating than the booze he had downed last night.

He reached his tongue out as if to tread the waters here and licked very slowly, from the bottom of Rarity's flower to the very top, his taste buds overwhelmed with flavor. He had thought her kiss was sweet, this wasn't sweet, it was addicting. As he reached the top with his large, slick tongue he saw her clit, throbbing and engorged with arousal, he decided not to show favoritism and gave the little nub a lick too.

Her response was explosive, she threw her head back and gasped aloud in pleasure. Reaching her hooves down she grabbed his head and forced it against her crotch which he responded to by contuining the lick sessions, getting even better and less nervous the more she responded. And she definitely responded, she was lost in a sea of pleasure, her mind foggy as every lick sent her higher and higher, escalating towards her eventual climax.

She wanted it, needed it. His tongue probed the outside of her pussy and she thought she'd go mad. She wasn't prepare at all for what came next, for what happened when his tongue pierced her outer folds and slid into the depths of her pussy. She saw stars exploe at that, her hooves holding him there as her hips bucked forward and she opened her mouth in a wordless cry of pleasure, so choked up with it she couldn't make a noise.

He continued to lick up the ensuing flood of juices that coated his tongue though he kept every part of his face but his chin out of the line of fire somehow. After she finally finished her body was coated in sweat. He lapped up the delicious meal and then looked up at her, crawling into bed beside her, laying on his back and reaching his left hoof over, stroking her face, his cock lifted up into the air and for the first time since they had started Rarity got a real good look at his endowment.

Easily over a foot long and light black in coloration it was something to behold, it was at lest twice as big and thick as any stallion Rarity had ever had in her bed before. And she found herself drawn to it, crawling out of her sexual stupor and onto his waist, flopping her forehooves over his crotch. She wanted it, she wanted all of it.

And before she even registered these desires her tongue was out, licking the solid pole around the middle, his veins throbbed against her tongue and she found herself shivering in delight. Her tongue found it's way up the shaft all the way to the tip, met by some very strong groans of pleasure by Shining Armor which she took as approval and wrapped her lips around the tip.

Lowering her head and thanking Celestia for lack of a gag reflex she managed to get about 3/4ths of it down her throat but was simply too big to take it all. She suckled on what she did have, making the act of swallowing so her throat tightened on the shaft which caused Shining Armor to groan even louder. His hooves found the back of her head, his mouth open and his tongue lolling out at the side.

"Rarity, if you keep that up, I am gonna cum!" He said, warning her after many minutes of the torturous blowjob. Her lips were like warm silk, her throat as tight as anything he had ever felt and the pleasure shooting through him was electric, frying his brain. He watched as she withdrew a good 12 inches of stallion from her throat with a sexy little 'Pop' as it dislodged.

She didn't want him to cum, not yet. Sidling up to him she gave him a kiss, passionate and full of lust before swinging her well formed, meaty hips over and plopping them down on his crotch. Her flanks formed the perfect valley for his cock to be squeezed betweem, which she took advantage of by rubbing his cock between them.

"You don't get to cum yet darling, we haven't even gotten to the good part~" She kept rubbing him lightly, teasing him and herself. His only response to what she said was to groan, how was he letting her take control like this? And why did he love it so much? He closed his eyes and reveled in the feeling of her soft fur bristles rubbing against his cock, he felt something wet and warm on the tip of his stallionhood and opened his eyes just in time to see Rarity sitting down on his lap.

He didn't even have time to say anything, it took some effort on her part but when his flared tip spread her open they both damn near screamed in pleasure, he grimaced at the tight pleasure, she squealed at the feeling. Lowering herself inch by inch she ran her hooves through her hair, rubbed her clit, anything she could do not to go mad at the overload to her body's pleasure receptors.

He had to exert an unearthly amount of self control as she slid down, he wanted to just thrust into her and fuck her senseless on the spot but he was using his self control and desire not to hurt her to keep himself calm.After a minute or so he heard her rear plop down on his testes, her pussy seated all the way on his cock and her tongue lolling out of her mouth, mimicing his earlier actions.

She fell down on his broad chest and licked it, murmuring praise at him. "Sweet Celestia darling, you're huge~!" He could feel her pussy tighten around him, every time she moved up on his dick he could feel a sense of need wash over him, need to fill her up again and every time he bottomed out in her again it made him groan in pleasure. She was like a vise around him, wet, hot and tighter even than her throat had been.

He wouldn't last long at this rate, and they both knew it. At that moment something changed in Rarity, changed in what she wanted. Even if it cost her pleasure, she wanted to see Shining Armor do more than just sit there while she did all the work. She was a lady after all!

With a great deal of difficulty she managed to lift herself off of his cock though even harder was resisting the voice that screamed 'Put it back in!' and lay down on the bed, putting her face into the bed next to him and her flank in the air, she said no words, merely giving him a set of bedroom eyes that could burn a hole in a wall.

She hoped he was smart enough to know what she wanted, if she had to tell him then there was gonna be hell to pay.

Shining felt a sense of longing and want rise in him as he felt her move off of him, groaning, once more so close and yet denied. His balls felt as tight as she was, the need for release, for mating like lava running through his bloodstream. When he saw her assume a new position he knew exactly what she wanted and the dominant agression she somehow managed to wrestle from him earlier came back full force.

Sitting up on the bed he moved himself over her, placing his large front hooves on either side of her shoulders, his body on top of hers and rubbed the flared tip of his stallion meat against her pussy. His mouth found her ear and a simple growl, two words, left him. "My turn."

Before Rarity even had a chance to argue, agree or say anything she felt stars burst in front of her eyes as she came hard, he wasted no time being gentle with her, not now and she was absolutely loving it. He had slammed his entire cock in her to the hilt at once, the force reddening her flanks slightly and his balls slapping against her clit, she screamed into a pillow as she convulsed around his cock and added even more lubrication for him.

Shining Armor on the other hoof growled possessively in her ear, pulling out until just the tip remained before slamming back into her, the time outside of her and her slow pace had cooled him down, now he was after his own climax, she had already had two. He was past the point of being nice, now he was greedy and wasted no time in picking up the pace.

Rarity finished cumming after a mind wracking 30 seconds though by the time she did Shining Armor was going at a jackhammers pace and she felt herself cumming for a third time though this one didn't stop. She could barely think, her every nerve ending on fire with pleasure, she wondered if she would survive this, she was caught in one continuous bout of cumming now, not able to stop as he fucked her senseless.

Her mane was dirty with sweat, the bed wet with her own arousal, her screams were unladylike to the extreme and she loved it more than she should. She squeezed around him as tight as she could, begging for him to cum. "Darling, if you don't cum soon I am going to go crazy!!!"

And he did, with much gusto, groaning deeply in her ear. With one final hard thrust that actually put the tip of his enormous cock against the entrance to her womb he flooded her. She felt shot after shot of the warm seed spill inside her womb, making her feel more feminine than anything ever had or ever wouldas the stallion breathed dominantly in her ear, possessively, like a conquering warrior. She could feel the essence of the stallion pooling in her womb and she felt the warmth rush over her entire being.

The mere feeling of him cumming inside her prompted another series of explosive cumming from her, her openly screaming in pleasure now. After a good minute or three he finished cumming inside her, her pussy overflowing with the excess seed and her own liquid arousal as he flopped down on the bed by her side, his cock retreating back into it's sheathe or trying to, the furthest it got was to hang there at half mast and limp.

Both of them were lathered in sweat, she was glowing in the light of the morning. The morning they had spent fucking each others brains out. Neither said anything though and as if it were an unspoken command she crawled over on the bed and curled her hooves around Shining Armor, placing her legs over his and pressing their chests together.

He was the stallion she dreamed of for years, as a filly and more. He was brother to one of her best friends and an ex husband and more to a friend. And he was also hers, for tonight, she didn't know if she had him forever but she'd certainly try to.

Shining Armor in turn wrapped his hooves around her and hugged her close. Using the last little bit of strength he could he lit up his horn and covered them both with the comforter and they fell asleep in each other's embrace. She mended the wound left in his heart that day, the one left by Mi Amore Cadenza when she cheated on him.

Somehow, she managed to not only mend his heart but he admitted she was well on her way to stealing it. These thoughts accompanied him into a perfectly peaceful slumber with Rarity to join him.

The residents of the hotel all knew what happened in the room but dared not interrupt. The silence that followed their sleep was greeted by a collective sigh of relief and finally all were allowed to get the sleep they needed.

Despite the world passing them by outside the fashionista and the Guard Captain stayed together through the day and the night, asleep and completely content. Rarity did not suffer her nightly fantasies of a perfect stallion and Shining Armor was not tormented by pained nightmares.

~The End~