Beautiful Ponies

by TittySparkles

Rating: mature
Tags: Sex, Fleur de Lis, My Little Pony: Friendship is Magic, Romance, Octavia
Length: 5149

Octavia and Fleur de Lis engage in an interesting relationship

Octavia is but a simple mare, one who is known for her grace and elegance with a cello. She has earned her status in Canterlot but for her, it's not enough. Being a simple earth mare in a unicorn society she found a way to appease to them while still keeping up an image.

Edited by SolidFire and Mikemeiers

Published 2013-07-26 03:00:02 UTC
Last updated 2013-07-26 03:00:02 UTC

Chapter 1

Just outside of a small store, a lone pony could be seen walking by with an eager trot in her step. The streets were dead, and the moon overhead gave the small earth pony mare a slight feeling of calm. Stopping in her tracks, she looked up at it and smiled.

“Mhm, très bien. What a fine night it is,” Octavia Philharmonica said in a soft accent as she looked back down and resumed her walk.

The destination of her walk was see a client in the Cloud district of Canterlot, by the name of Fleur De Lis. She was a popular pony who was a star in magazines regarding fashion, sophistication, and etiquette. When she wasn’t in photo ops or on business, she was at home, tending to a loving husband. Tonight was a night where Fleur was alone at her home and in need of being serviced by the young pony. It would start out as a private performance with her cello, a few glasses of fine wine, imported from across the sea, and eventually it would turn into casual sex between two beautiful ponies.

Octavia wasn’t a whore, as you may have been thinking. She had rules and limitations she followed by. Anyone who requested her services had to be refined in a way. If they wanted to be treated by one of the few earth ponies who successfully made their name in Canterlot, then said client would have to treat her like a star. Be it a few tickets to a show, a fine dinner in the castle itself, or even a visit to the finest spa’s in the city, she would show her appreciation at the end of the night.

Fleur De Lis was an exception to this rule, in a way. Fleur was one of Octavia’s regulars that Fleur loved to have over on a monthly visit. With her schedule like it was, Fleur had barely any time to herself. When she did, she wanted the comfort of Octavia’s music and body to sooth and relax her. Both mares kept their business strictly professional, not letting feelings of love intervene at all. The added bonus was the bits Octavia got from it. Every visit she was given 300 bits for her time. Lots of Octavia’s customers would manage to pay her about 150 bits at the most, so when her visit with Fleur came by every month, she always looked forward to it.

Beginning her walk up a small flight of stairs that signaled a change in the district she was in, she took in the large houses that were on the side of the street. All of them were beautiful and lots of them had a perfect back view of the land below the mountain. Seeing the large homes made Octavia feel a bit envious. She was far from poor and lived all of her life in the High Rise district. Though she had her own beautiful home, but it was nothing compared to what she was looking at.

“Ces magnifiques maisons. I always love coming to this area,” she spoke quietly, letting her magenta colored eyes take in the remarkably crafted homes.

As she walked on, she saw a few couples walking by, enjoying the beautiful night together. Most of them ignored her as she walked, but a few ponies greeted her when they recognized who she was, some even engaged in small conversations about her next big show at the Canterlot Theatre. Just hearing them praise her talents made her look forward to playing in front of a large audience.

Thinking about her performances, Octavia knew she had four concerts back-to-back within the next week, and though she looked forward to it, she was still slightly nervous. Most of her concerts were with a few other ponies, but she wanted to try a solo career to see how it would suit her. Ever since she began performing solo, pressure had seeped its way into her nerves, in fear that the masses would ‘boo’ her if she struck one wrong note. Every performance had to be perfect, and with that in mind, it made visits with clients into a very relaxing pastime.

It didn’t take her long to finally arrive at the home of Fancy Pants and Fleur De Lis. Given the time of night, both ponies would no doubt be up and waiting eagerly for Octavia to arrive. Once she arrived, Fancy Pants would step out for the night and let both of them take care of business, not wanting to be a distraction to the girls. He wasn’t stupid to what they were doing, and he still loved his wife regardless. Lots of the nobles viewed Fleur as a mere trophy wife, since they barely showed intimacy for each other, but Octavia and the less stuffy ponies of the city knew otherwise. They loved each other dearly, it was just that Fleur had a more fond taste for the feminine ponies of the land.

Finally arriving at her destination, she knocked on the door and waited for either pony to open it and greet her. For a few seconds there was silence, until the sound of hooves banging against oak flooring started to play out. From the steps alone, she knew it was going to be Fancy Pants that greeted her tonight. Once the steps sounded close enough, Octavia heard the sound of a lock clicking before the door was opened by Fancy’s magic.

“Ah, good evening, Miss Octavia!” The large unicorn greeted to her in a cheerful tone that one could simply call well refined and slightly foreign.

Octavia quickly looked over the pony, wondering if she would see anything different about him. Sadly, everything was always the same. Same perfectly hemmed suit, same custom made, gold plated monocle over his left eye, same perfectly combed mustache, same combed-back blue mane.Everything about him was the same.

“Bonsoir, Monsieur Fancy Pants,” Octavia answered back as she stepped through the door. “How has this evening treated you?” The question left her lips as she reached up and pushed away a bit of her black, silky mane.

“Quite lovely, actually,” the unicorn replied as he grabbed his glass monocle with his magic, before wiping a small smudge off of it with a part of his black suit. “However, I wouldn’t bore you with frivolous details about it. He said to her before he turned his head for the staircase. “Sweetheart! Octavia has arrived!”

Octavia’s ears perked up as she heard the delicate clip-clop of hooves above her. Both her and Fancy stared at the stairs and Octavia let a content sigh leave her throat as the beautiful white unicorn made her way down the steps.

Much like Fancy Pants’ appearance, Fleur’s look was always the same as well. Unlike Fancy, Octavia never got tired of seeing Fleur’s slender and perfectly toned legs, or her exquisitely done mane.

“Ah, bonjour Octavia,” she spoke in an accent very similar to Octavia’s, the only difference between them was that Fleur’s was more refined and natural, with it being her first language. “Seems you’re a bit early tonight,” she finished off as she came to the bottom of the stairs, before standing beside her husband.

“Thought I would come a bit early, considering I have a concert tomorrow afternoon,” Octavia began, not taking her eyes off of her client. “I wanted to get a good night’s sleep.”

“Of course, can’t have you overly exhausted for your show, now can we?” Fancy Pants teased as he gave his wife a playful nudge.

“Quite, I look forward to making her more... souple et calme,” Fleur answered back, only making the young earth pony blush profusely.

All three of them chuckled and the slight blush quickly left Octavia’s face.

“Now, I’ll let you two grace each other’s company while I step out.”

Turning to his wife, Fancy Pants gave her a content smile before he moved his face toward hers. Seeing her husband move in for a kiss, she met him halfway. Octavia herself looked away out of respect for the both of them, knowing that even with Fleur gracing her, they still loved each other dearly.

“Hmm, try to not exhaust my wife too much, will you?” Fancy Pants spoke quickly, breaking the kiss and turning his focus back on Octavia. “Poor girl has a photo op at seven in the morning.”

“Oh dear, I thought you had more days off?” Octavia asked her, surprised to hear about the op.

“Ennuyeux. My photo op that got canceled last week, thanks to the rain, was rescheduled for tomorrow,” Fleur answered back with a hint of distaste in her voice. “Thankfully, after that I get my regular days off.”

“Mhm, then maybe I should come back tomorrow night instead,” Octavia offered, noticing it read 9:38 on a nearby grandfather clock.

“It’s no big deal, Octavia. Your visit will help relax me for tomorrow.” Fleur extended her hoof, before she brought it back in, beckoning Octavia to enter further into the house.

For a brief second, Octavia thought on debating with her on letting her stay for the short time. She had no problem waiting for tomorrow night, considering it would be a good way to wind down. Yet the other part of her wanted to enjoy her sweet embrace for the night. The latter quickly won and Octavia checked her hooves for any dirt before walking in.

“Right, well, I’ll leave you two to your business,” Fancy stated as he started to walk for the door.

Both mares watched the stalwart stallion leave the house, closing the door behind with his magic, before an empty silence filled the house.

“Shall we?” Fleur asked, as she started to make her way into the nearby living room.

“Bien sûr,” Octavia simply said as she followed behind.

As both mares entered the large room, the sound of soft, gentle music could be heard. While Fleur paid it no mind, Octavia quickly noticed it wasn’t music she was familiar with. It sounded refined, yet a bit more upbeat than what she would normally listen to. Accompanying the music was the beautiful scent of very exotic fruits and flowers, most likely from where Fleur was born. Taking a second to look around, Octavia noticed a few new flowers, sitting on a nearby table, perfectly aligned with a window that would let the sun touch them for a large portion of the day.

“Mhm? Are those Jonquils?” Octavia asked as she noticed the odd, trumpet-shaped flowers.

“Indeed, had them shipped out last week from my mother across the sea,” Fleur replied as she walked beside them and raised her hoof up to touch one. “She knew they were my favorite and made sure that the flyer took good care of them.”

“I’m still surprised they made it out over the salt water. Isn’t it a full day for a pegasus to make the trip across the sea?” Octavia asked as she went beside her.

“More than a day, actually, the flower’s were shipped out via Griffon Express. Griffons have a lot more stamina than ponies do, and what they lack in speed, they make up in longer distances. A top tier griffon can make the trip in 16 hours,” Fleur answered back, remembering a few facts about the express from when she got her flowers delivered to her.

“It’s also interesting you know of this flower, Octavia. I thought you were born here in Canterlot?” Fleur asked.

“Correct, my mother came across overseas when she was young and had a photo book of things back home. When I was little I looked at the book and saw the exact same kind of flowers as yours.”

“Mhm, ever wonder why these flowers can’t be grown on Equestrian soil?” Fleur asked her, letting her eyes turn to her friend.

“Most likely from the soil itself. Prance is known for its fine soil, and many exotic flowers,” Octavia answered back, showing Fleur she was slightly knowledgeable with other parts of the world.

“Indeed. It’s a shame these flowers don't grow here. It would make this place a bit more colorful and lively. Now enough about these things, would you care for a bit of wine?” Fleur flashed Octavia a smile before she turned her attention to a nearby bottle of wine.

“My mother also sent this for me. Wanted to save it for a special occasion, or rather save it for when you came over.” Fleur grabbed the bottle with a bit of magic as she spoke, while giving Octavia a sultry look.

Octavia couldn’t help but smirk at her comment.

“You flatter me, Fleur, but I’m just a simple earth pony who appeases to the wealthy,” Octavia answered back in a modest tone. “Plus, didn’t we agree on not having any kind of love between us?”

“Of course, you give me what I want, and I give you what you want. You’re just a mare who deserves the finer riches of wealth,” Fleur replied as she uncorked the top of the bottle. “Just because you’re an earth pony, doesn’t mean I should be forced to treat you like you’re unequal. In fact, you deserve to be treated better than most unicorns here.”

“I’m glad you think highly of me, Fleur.” The idea of being better than unicorns clouded Octavia’s mind for a brief second, before she remembered she was a humble mare who took everything in stride.

“Now, how about we try this wine out?” Fleur quickly asked with a bit of eagerness in her voice.

Octavia nodded her head in agreement and took her spot on a nearby chair. While she took her spot, Fleur focused her attention on a few wine glasses in a nearby cabinet, grabbing two from it and bringing them to an oak table, setting them in front of Octavia. Levitating the bottle head over the first glass, she gently poured a light golden brown substance that carried a delicate hint of honey.

“Apparently, this brand is one of finest wines Prance makes. A simple bottle like this costs well over 100 bits alone,” Fleur told Octavia as the first glass filled up.

“Oh my, doesn’t the Griffon Express charge tax based on the amount the cargo is worth?”

“Very much so, 50% of the total cost is added as the fee.” Fleur poured the second amount as she let out a slightly curt sigh, “Of course, they could easily ship it via cargo ship, but it would take weeks to arrive on Equestrian soil. Given the delicate items she sent, the express was the only proper choice.”

Once the glass was filled, Fleur moved Octavia’s to the table edge for her, barely letting the glass hang over the edge before she took her place beside the mare. Grabbing her own glass with magic, she waited for Octavia to put her hoof on the bottom part.

“Should we give cheers to something?” Octavia asked as she brought her hoof to the glass.

“Hmm, à la bonne santé et la fortune?” Fleur suggested to her.

“À la bonne santé et la fortune,” Octavia replied as Fleur brought her own glass against Octavia’s, letting a soft ting echo through the quiet room. Tipping her hoof, Octavia leaned forward and took a taste from the glass, without it even leaving the table.

Thanks to her lack of a horn, learning unicorn etiquette was somewhat tricky and hard to grasp. Thankfully, her mother was able to raise her to act like a unicorn in all mannerisms, while having her adapt perfectly to the life style. It was no easy feat teaching Octavia to stand on her hind legs most of the time, so she was able to use the instrument reflecting her cutie mark; yet once she did, her parents were proud that even with the lack of a horn, their daughter could perform beside the best musicians in all of Canterlot.

“Mhm, what an interesting flavor,” Octavia said softly as she pulled away from it.

“Quite exquisite, don’t you think? Aged to perfection and very pleasing to one's lips,” Fleur answered back.

“Really? My lips don’t seem to notice it.”

“Oh?” Fleur replied with raised eyebrows. “Then maybe a second taste could change your opinion.”

Finishing her sentence, Fleur put on a lusty grin and slowly leaned into Octavia, making the mare smile and blush slightly. Octavia knew what was coming next, and though she had the lingering feeling there would be love behind it, she let it slide.

Placing her hooves against Octavia’s fur, Fleur let her lips connect with hers for a brief second until she went back in. Octavia didn’t hesitate to let her back in for a second time. She couldn’t help but love the feeling of her soft lips as they brushed against hers, along with the feeling of a stray hoof rubbing softly against her cutie mark.

“Hmm, seems you want a little fun right now,” Octavia stated softly, letting her body fall backwards into the couch, taking Fleur with her.

“It wouldn’t hurt, would it?” She began, moving her hoof up Octavia’s body before letting it rest against her chest. “Seeing as we only see each other once a month, I can’t help but be a bit more assertive. Besides, I highly doubt you would want to wait especially if I did… this.”

A soft moan escaped Octavia’s lips as she saw Fleur’s horn light up, before a soft thing brushed against her left teat. Expertly working her spell, Fleur circle around the delicate flesh, making the pony shiver and moan with a bit of ecstasy. Octavia’s body felt like putty and dead weight as the magic moved from her teat down to her nether regions.

Instead of focusing directly on either of her holes, Fleur moved her magic to the base of Octavia’s tail, letting it circle around it. Closing her eyes, Octavia let her soft moans transfer into a small whinny.

“Told you,” Fleur mocked as she moved her hoof to Octavia’s thigh.

Octavia’s legs quivered as Fleur’s soft hoof brushed between her legs, sticking to the side of her pussy. She didn’t touch either hole, and it only made Octavia whinny harder. Her lips began to quiver in anticipation of the touch.

“Mhm, why must you torture me like this?” Octavia whimpered as her mouth started to feel dry, while her other set of lips grew wet, both desperate for something to nurture them.

“Maybe because I love seeing you squirm,” Fleur answered back as she moved her hoof over Octavia’s pussy, barely touching it, but enough for Octavia to shudder at the touch.

Smiling at the quivering pony, Fleur pulled her body away slightly, dropping her magic and instead moving her second hoof to Octavia’s thighs. Focusing her eyes, Octavia patiently watched the beautiful unicorn move her face between her legs.

“I want a taste before you play for me, that way I can look forward to tasting it again afterwards,” Fleur spoke to her, telling Octavia of her intentions.

Normally Octavia would have disagreed, knowing she couldn’t properly focus on making music when she was aroused. She knew a taste would usually end with Octavia getting off. Keeping her eyes trained on the unicorn, Octavia nodded her head and waited for her to proceed. Some part of her wanted to grab her mane and keep her face nice and snug against her wetness. The more refined part of her wanted to lay back and just enjoy the feeling to come.

“Mhm,” was all Octavia said as she opened her legs a bit more, giving the unicorn more access to her.

Fleur smiled and pressed her nose against her wetness, gently rubbing it. With a relaxed sigh, Octavia leaned back and closed her eyes to experience the full enjoyment of it. She shivered a bit as Fleur’s cold nose pressed against her, but quickly relaxed as she felt her velvet-like tongue slip out and lick her labia. Octavia gave off a soft moan, showing that she was enjoying it.

Moving her face up so her nose was pressed against Octavia’s clit, Fleur lapped harder at her wetness, nearly letting her tongue go inside of her. That caused Octavia to let out a more carnal and deeper moan, making her eyes flutter in response.

“Mhm, did you miss me that much?” Octavia barely stammered out as she felt her tongue almost melt in her mouth.

“Tres,” was all Fleur said back as she brought her tongue in between her wet folds, before she wiggled it and moved slowly up to her clit.

Fleur was being very honest with her single word. The second she walked through the door, she felt the heat already building up. Now that she was on the loveseat, her pussy crying for her attention, and she answered back by slowly hoofing herself. For her it felt dirty and lowly for a mare of her calibre to dirty her own hoof with arousal, but she couldn’t help herself. Octavia’s scent was too great to handle, not to mention her taste played much into that as well. The more she lapped at her, the faster her hoof went. The faster her hoof went, the faster she lapped.

“Ah-I think… I should come…. by more often,” Octavia could barely form the words as her heart started to go faster.

Fleur didn’t answer, instead focusing fully on the cunt she was eating out. She was like a sexually depraved mate, seeking refuge in the bosom of Octavia. She knew Fancy Pants was a very pleasing stallion, but she desired mares so much she couldn’t help but give into her slutty nature. Letting her lust drive her, Fleur pulled Octavia’s bottom up slightly, making her suddenly rest fully on her upper neck. Opening her eyes, Octavia noticed Fleur staring at her with an animalistic glare.

Octavia couldn’t help but be in awe at how good she was feeling. While Fleur’s technique seemed rather unrefined, given how she usually performed, the constant assault kept her thoughts at bay, and her pussy happier than a rich stallion at a changeling brothel.

“Ralentissez! Je ne veux pas jouer trop vite!” Octavia said, hoping Fleur would respond to her.

Fleur heard her and quickly pulled herself away.

“Hmm, trop vite pour vous?” Fleur teased as she licked her lips.

Octavia went quiet for a second, letting herself try to catch her breath. Her head and heart pounded rapidly, and her pussy ached for Fleur to continue her onslaught. Swallowing back a bit of buildup in her throat, Octavia spoke up.

“T-tres.”

“Sorry dearie, I’m just so worked up today,” Fleur replied as she slowly pulled her body up, letting Octavia look under her.

Octavia quickly noticed a bit of her own juices were dripping down from Fleur’s white fur to the couch below. The big thing that she noticed was how puffy and red her pussy was.

“Are you in heat?” Octavia quickly asked, realizing her night could be a long one.

“No, but Fancy knew you were coming over today, so he didn’t give me a proper midday or even a morning romp,” Fleur told her, breathing very heavily.

Octavia didn’t have the finer details, but with Fleur’s workload and lifestyle, she would always get stressed at work and seek comfort in her husband for a spell. However, seeing how much she needed to be nurtured, Octavia quickly got an interesting idea.

“Fleur, I have a proposal for you,” Octavia announced as she reached for her chin. “Since you need to be taken care off, I propose we make a challenge out of it.”

“Oh?” Fleur answered back with a curious glint in her eye. “Do tell?”

“Let’s see which of us has more stamina. My race is naturally gifted in that area, but given your current state, I wonder if you can outlast me.”

“Mhm, so basically you want both of us to fuck each other’s brains out until one of us can’t take it any more?” Fleur answered back, barely caring for such a vulgar sentence.

“Mhm hm, it will make our time more interesting. Plus it opens up for some fun experimentation.”

“I see, and if that’s the case, then I may have to put off your music for this,” Fleur replied by moving her tongue downward to Octavia’s clit before flicking it softly.

“Mhmm, maybe I’ll stay a bit longer and play for you and Fancy,” Octavia hummed as she put her hooves on her mane, letting the edges feel around her scalp. Feeling Octavia’s hooves in her mane, Fleur gave Octavia one long lick from the bottom to the top of her slit, before wrapping her lips around her clit.

“Ahh, parfait,” Octavia moaned softly as her body twitched slightly.

Fleur enjoyed pleasing the smaller mare. Swirling her tongue around it for a few seconds, Fleur pulled away slightly without moving her tongue and wiggled it, making Octavia’s small nub move up and down feverishly.

The more Fleur played with Octavia, the more unladylike Octavia’s thoughts became. She wanted to grab Fleur by the horn and force her whole face into her cunt, pleasing her by letting her tongue sink past her fleshy walls. The pleasure she was getting on the surface was delightful, but Octavia wanted her tongue more inside, wanting it to squirm and lap up any and all juice she could reach. She refused such vulgar instincts to take over, and simply let her mouth hang open, panting almost in tune with Fleur’s licks.

Fleur continued to gently play with Octavia’s clit, feeling the mares legs tremble beside her head. Grabbing onto her legs, she pressed them against her face, letting Octavia curl her legs around her head before the feeling of Fleur’s silky mane brushed against them, making her stop. Once her legs were around, Fleur moved quicker with her tongue, making Octavia start to give off small whimpers of pleasure.

Octavia’s body tingled and she felt lots of her muscles clench as the treatment continued. It was so intense for her that she barely noticed her body was sliding down the couch, letting part of her body hang over the edge. Even if she wanted to move, her body refused to break from the attention she was getting.

Fleur was able to take note of Octavia’s position, knowing she was working wonderfully. She wasn’t done yet and aimed to please the earth pony even more. Not holding back, Fleur worked all of her mouth on Octavia’s clit. Lips suckling, tongue lashing, and even using her teeth to give Octavia a few small bites. She was gentle yet fierce with her refined work, and knew Octavia would have a perfect climax.

Octavia wasn’t that far off from a perfect finish either. The only thing she could do to cope with the pleasure was breathe quickly and moan at very unladylike levels. The harder she did both, the more her body slid off the couch. Eventually her head was resting against the floor, making her neck crane so she had no choice but to stare at the unicorn who refused to stop for anything. Eventually it all caught up with her as everything in her body tightened up, she held it in as long as she could.

“B-baiser!” Octavia squeaked as she felt a jolt throughout her whole body.

Everything tightened up. Her legs around Fleur’s head, her neck that tucked her head more into her body, and a dam inside of her that felt like a large hammer just hit it, causing her fluid to gush forward. With every twitch of her lower body, she squeaked slightly, almost sounding like a small filly.

Pressing her mouth against Octavia’s slit, Fleur made sure that most of her juices didn’t land on the expensive fabric both mares were resting on. As she twitched and stuttered, Fleur mhm’d softly as her slightly parched throat was greeted by a sweet honey-like liquid. She swallowed most of it, until Octavia stopped twitching.

As the last drop fell into Fleur’s mouth, she flared up her horn and wrapped her friend in a soft aura of blue magic and pulled her into the air. As her face came into view, Fleur chuckled softly at the slightly glazed over look in her eyes before she flipped her over and laid her on the couch. As Octavia found her body resting back against the cushion, she blinked a few times before looking back at Fleur.

“So ... I guess it's my turn to please you,” Octavia spoke softly as she caught her breath and leaned into her.

“En effet,” Fleur replied as she pushed herself against the couch, eagerly waiting for her. “Forget the cello for tonight. I fully accept your challenge.”

Octavia quickly nestled her body against Fleur’s, letting the unicorn’s beautiful tail wrap around her neck. As it came around, Octavia moved a portion of it to her nose and smelled a very exotic fragrance coming from it. As Octavia continued to smell her tail, a part of her upper body brushed against Fleur’s wetness, making the unicorn shiver and shake. Feeling her shake as she did, Octavia looked down and smiled at how wet she was. She knew she had the edge with their little bet and would no doubt win it. Slowly moving in for it, Octavia stuck out her tongue but was stopped by the hoof of her friend. Looking from Fleur’s pussy to her eyes, she wondered why she got stopped.

“Not here. I don’t want to dirty the couch more than we have.”

“Indeed,” Octavia said with a soft chuckle behind her voice as she looked down and smiled at the mess she made. “I presume we will continue our activities in your room?”

“Oui,” Fleur replied as she moved her tail away from Octavia and slowly pulled her body off the couch. “We should go upstairs with haste.”

Octavia nodded her head in agreement and got up as well. Letting Fleur walk in front of her, her eyes locked onto the pink bottom swaying in front of her. The bit of wetness that run down her slender legs made Octavia very eager to return the favor. Coming up to the stairs, Octavia debated whether to have her way with Fleur on the staircase, just to make her feel unrefined for a brief few minutes. The excitement of something new and foreign to the elegant unicorn would most likely arouse her more and get her off that much quicker. For a brief few seconds, as they started to walk up the stairs, Octavia thought much about it. Unknowingly to her, Fleur was watching the mare over her shoulder and smiling as she had an interesting idea to try out.