“There!” Rarity shouted over the sound of the pouring rain, pointing towards a small pavilion standing in a grove of trees. She quickly grabbed Andrew's hand and began pulling him towards the only available thing to shelter them from the raging storm.
“Where the hell did all this come from?” Andrew laughed, as they collapsed onto the picnic table sitting under their small refuge. “I thought Dash controlled the weather here.”
“I haven't the faintest clue darling, Rainbow Dash did tell me she would be visiting Cloudsdale today but she never mentioned anything about a storm.” Rarity explained as she began to wring out her water-logged mane. “But by the looks of things we may be here a while.”
Andrew looked out into the storm. Dark, ominous grey clouds stretched as far as he could see. “What time were Twilight, Applejack and Pinkie Pie expecting us back?”
“I’m not sure. They were heading out to pick up some things for this evening and that was only an hour ago.” Rarity allowed her eyes to drift down his form, suddenly noting how the rain made Andrew's grey t-shirt stick to and define the muscles across his chest and stomach. She marveled at his appearance, she had heard a few things from Applejack and Rainbow Dash but she had been somewhat skeptical. Now however her eyes traveled lower, her cheeks turning pink, she knew that her friends hadn't been exaggerating.
“We could always just make a run for it." Andrew suggested, absent-mindedly reaching over and brushing a lock of her mane out of her eyes.
Rarity shuddered imperceptivity at the casual contact; with the combination of the wet and chilly weather as well as the man before her she could feel her nipples hardening under her damp top. 'What is happening to me? This was Andrew, one of my closest friends. Andrew: the human who had charmed the mares of Ponyville since he had first arrived in Equestria.' She had always wanted to get to know him a little more like her friends had, but she was constantly busy with her work. Also if gossip was anything to go by then the majority of the mares in Ponyville had their eyes on him as well. Multiple mares per stallion wasn't uncommon there really isn't a lot of choices for good stallions and Andrew, while not a stallion, was highly sought after, even if he didn't know it. She would love to put Applejack and Rainbow Dash's statements to the test.
His question finally registering in her mind, she shook her head slightly to try and clear the haze that was starting to form across her mind. “No, that isn't a good idea darling, running across open ground in a thunderstorm isn't very safe and besides, I really don't want to get all muddy.”
Nodding in agreement, and rolling his eyes slightly at her last comment he stopped and his eyes fell onto Rarity's chest and the hard points that were making themselves known. He felt a familiar reaction in his jeans as he realized just how transparent the rain had made her top. He could make out the pink circles surrounding the taut points and the lace that edged the top of her bra. In fact he looked her up and down and couldn't help the blush forming on his cheeks. She had been wearing a white baby doll T-shirt with purple jeans that matched her mane and tail. Her white fur contrasted beautifully against the purple of her jeans. He found his mouth parched as his mind envisioned what it would be like to brush his hands across the damp surface of her top, feeling her nipples harden further in the center of his palms, and the softness of her fur against his fingertips. “You’re right Rarity.” Andrew sighed, forcing himself to avert his eyes back to her face and away from temptation. “I guess we’ll just have to wait the storm out.”
Andrew quickly chastised himself when his eyes met Rarity's. He knew he’d been caught staring, his eyes lingering longer on her body than was proper for a friend to be doing. He had noticed her before, it was hard not to with the amount of time he had spent with the Elements of Harmony since he had been in Equestria. They were by far his closest friends. She was Rarity: his proper, high class, and dignified best friend, and even though he knew she was an attractive mare, he had just never thought of her in any way other than that. That was until now. That illusion had been peeled away at the sight of her white baby doll t-shirt clinging to her well-endowed chest, and the way her wet purple jeans clung fantastically to her curves.
Rarity realized he was staring, that her growing excitement was plainly making itself visible. She knew she should cover herself; it wasn’t proper for a lady like herself to show herself off like this. But this was Andrew, and suddenly the thought of Andrew looking at her this way, seeing what no stallion had ever seen was causing a fire to burn at her centre. She moaned inwardly as she felt the damp sensation in her panties – one that she knew had nothing to do with the rain – begin to spread. The moment seemed to drag on as they stared at each other; both struggling to contain the desire that was threatening to consume them.
She could see a familiar fire burning behind the emerald of his eyes and knew hers must be reflecting the same. She had seen that fire before from him, a passion that could burn you with a single touch. It was there when he looked at Rainbow Dash and Applejack. Rarity had known then, without a doubt, what that fire meant. It was determination and passion, and when he committed himself to that fire, no one could stop him. More frighteningly, she knew she didn’t want to stop him. The pure lust roaring through her veins was drowning out any voice of reason. She wanted him. And if the growing bulge in his jeans was any indication, he wanted her as well. Right now she needed to feel him, feel one of her best friends inside her.
Lightning lit up the darkened sky as thunder crashed overhead. It was as if the storm had washed away her self-control, and as the final roll of thunder left her ears, so did the voice of reason. Rarity slowly brought her hands up from her sides, brushing them lightly over the front of her shirt until they cupped her already sensitive breasts. Andrew stared in complete disbelief as Rarity brought her hands up her front, his desire threatening to burst from his very being. He loved AJ and Dash without a doubt in his soul, but this wasn’t love - this was lust. He groaned as she began to trace circles around her already pert nipples, pulling a low guttural moan from her throat. Looking up, they locked eyes again.
She had denied herself these thoughts; wicked, wanton thoughts of her first male friend. It had been after Applejack had told the rest of the Mane Six all about what they had done in her bathroom and how he had taken her in the most erotic way. It was an image she had unconsciously used many times to pleasure herself when she had felt horny.
“Do you like what you see, Andrew?” Rarity asked, her voice shaky and apprehensive yet husky with want.
“Yes.” He groaned softly, his voice betraying the urgency of his need, while his conscience fought its losing battle.
“Then are you going to do something about it?” She asked invitingly, her apprehension all but disappearing.
Rarity could see his personal war clearly painted across his features, the depth of his conscience rebelling against the mounting lust. The little voice in her soul began to protest again, telling her to turn back while they were still able to, before a decision was made that couldn't be stopped. She was just about to turn away into the rain when his hand slid to the front of his trousers and began rubbing himself slowly through the rough denim. The crash was nearly audible as the last of her self-control shattered. It was clear now, at least to her, that there would be no turning back. She had to have him, had to know the feeling of being fucked by her best friend.
He was at an impasse. On one side of the wall was the lust he was feeling towards the mare in front of him, on the other was what little portion that remained of his conscience that was telling him to reconsider 'She is your friend you don't know what kind of repercussions there could be.' Telling himself that it could change their friendship forever, a friendship he treasured above all else. They could still turn back, chalking it up to the heat of the moment. It was then that the final spell was cast, crumbling the wall, letting the desire run free and unchecked.
Rarity's head tilted down, causing her to look up at him through her lashes. “Are you going to make me beg?” She whispered in a trembling, husky voice; committing herself, and him to the path of no return.
Neither would ever recall who moved first, only that they did move.
The time for coherent thought was over as the storm building between them finally crashed over their burning lust, carrying them away in the flood of arousal. Their hands began the search for more intimate contact as their mouths crashed together in a searing kiss that seemed only to feed the raging flames. Rarity's were the first to find purchase as she tugged Andrew's wet shirt free of his jeans and then up and over his head, breaking the struggle their tongues had been fighting to gain control over one another.
As the discarded shirt fell to the ground, Rarity raked her eyes across the broad expanse of Andrew's chest. She had seen him shirtless when he worked at Applejack's farm and she gasped at the sight of the fading scar that cut diagonal across his muscled form. With a trembling hand she traced the path of the scar that lead from his right shoulder down to his left hip, remembering when he had fought off some timberwolves so Twilight and her could get away from the Everfree forest during one of our many explorations.
Andrew trembled at the feel of Rarity's delicate fingers tracing the path along the remnant of his fight with the timberwolves. It felt as if they left a trail of lightning in their wake, causing a growl to be pulled from his throat. It was erotic to him in a way that only those who have never really known the intimacy of a touch could understand.
Her wandering gaze returned to his face when he placed his large calloused hand over hers to still her movement. She could see the last remnants of his self-control dissolving within the fire still blazing in his eyes. His unasked final request hung heavily in the air between them.
With a ghost of a nod, she gave her approval.
With a speed that she swore rivaled Rainbow Dash herself, Rarity found herself perched on the edge of the hard wooden table, her denim jeans pulled down to her ankles. The purple and white thong had been hastily pulled to the side and his mouth was already upon her.
He traced the outline of her pussy with his tongue gently sucking on her clit at random intervals. His tongue delved inside her, her thighs tightened around his head and her tail 'needing something to hold onto' gently wrapped around his neck.
Stars sparked across her vision as the pad of his thumb brushed across her swollen clit, his tongue delving deeper into her most intimate spot. She growled when she felt his mouth start to pull away. Without thought Rarity reached out, tangling her fingers through his messy brown hair, pulling him back in hopes to retrieve the contact she so desperately needed. “Andrew… don’t stop… please… I need it.”
At her request he suddenly began eating her out with vigor. Rarity yelped in surprise, Andrew's sudden conquest of her pussy sent her into a state of pleasure she didn't know existed. The way his tongue moved inside of her was beyond her comprehension. She felt as though her whole body was going to melt. 'Applejack was right he is amazing!' she thought to herself. 'If I had known he was this good I would have tried this a lot sooner.' She gasped as he thrust his tongue deep into her, and felt her body starting to tighten up and burn with the feeling of an approaching climax “Andrew,” she panted “I'm going to cum soon, keep going... please.”
He obliged, swirling his tongue as quickly as he could inside of her, reaching around as he started massaging her haunches. He felt her muscles clamp down harder on his tongue and her moans getting louder. Rarity loved it when he massaged her ass, and now she was even closer. She couldn't even talk anymore, only moan as his tongue played inside her, her body boiling now, and at last she couldn't take it anymore. With a sudden cry of ecstasy she let herself go in his mouth. “OH ANDREW!”
Andrew drank as much as he could, his tongue covering her quivering pussy so as to not waste a single drop of her sweet nectar, after a moment he pulled away and stood back up, licking his lips. “You look a little tired,” he said smugly.
As her breathing returned to normal she gave him a slightly dazed look. She propped herself up onto her elbows to look at him and she couldn't help notice her legs were still shaking from the force of her last orgasm. His erection was now almost painful. He had been able to work his belt loose with his free hand, but the small amount of friction he was able to provide himself through his jeans was no longer enough to satisfy his need.
Even as she fought to gain control of her senses from the orgasm she found herself still burning. Her orgasm had been amazing, yet unsatisfying. She needed more. She needed to feel herself being stretched as she took him inside her wet pussy. When she got a good look at him his trademark smirk creased the corner of his mouth as he leaned over her, pressing his hardness against her still-throbbing outer folds.
“Rarity, I want to fuck you right now.” He growled as his skilled hands found their intended target and began pulling her thong over the gentle curve of her hips. With an aided wiggle of her backside she found herself bare to the elements, driving her need to release him of his bonds. With deft fingers she reached for him, lowering his zipper and forcefully sliding her hand past the elastic waistband of his boxers, her hand knowingly encircling his cock, stroking gently yet decisively.
The feel of her hand around his member was maddening, quickly driving him towards his foregone conclusion. With a shove of his hands he pushed the loose clothing down over his hips, freeing himself completely from his cloth prison, causing her to quicken her pace. If she didn’t still her movements soon he would spill himself like an inexperienced school boy and he couldn't have that. He had a reputation to keep after all.
Knowing what she wanted, Andrew reached around and gripped her ass directly over her cutie mark; pulling her against him, his cock still held firmly in her hand but trapped between their heated bodies. His mouth once again sought her out, nipping at the exposed fur of her neck as he began to pull her out into the driving rain.
“Andrew, where…?”
“I’ve always wanted to try this.” He panted against the rain-slicked fur of her neck.
Once fully into the storm, Andrew forcefully pushed her chest-first against the rough surface of the pavilion. She planted her feet into the ground and stuck her hips out. “Andrew smiled, knowing that in this position he could fuck her against the building easily.” He kicked her legs apart a bit farther and brought his hands up her sides and cupped her breasts. He leaned in close to her, his cock sliding against her wet pussy as he nibbled on her ear for a minute before whispering “I'll give you what you always wanted Rarity.” Her eyes widened in surprise but closed almost immediately as he entered her from behind. A groan escaped her throat as he filled her completely. He was right this had been what she had wanted for so long. Her tail wrapped itself around his waist so as to keep him in place for as long as possible.
Her insides spasmed and tightened as his cock delved deeper and deeper inside of her, until at last she felt it hit her womb. “It's soooo gooood,” she moaned, her tongue almost hanging out of her mouth. They remained still for a moment, as Rarity's body adjusted to his size. Then slowly he began to pull out, allowing all but the head of his cock to be removed from her wet warmth, before thrusting back into her causing her to whimper at the contact. His actions became more desperate, pulling out and thrusting home in quicker succession, as his feet found greater hold in the muddy earth beneath them. Each thrust drawing a new moan or cry from her throat that only seemed to feed the urgency of his need. Streams of water flowed down their joined bodies as they moved in rhythm to the pounding rain. The roll of the thunder merged with the sounds of their lust adding to the voice of the raging storms. Andrew thrust faster as Rarity bent further into the wall supporting her, allowing him deeper access to her pussy.
Rarity's body was hot and numb, her pussy fit his cock like a glove. He was rubbing up against her insides and hitting her womb every time he shoved himself into her. Her mind was hazy an disoriented, but soon she was brought back to reality by an electrifying sensation that told her she was almost there. “Andrew...” she panted “I'm going to cum soon, please I want to feel you finish inside me, I won't let you go until you do.”
“Sweet Celestia, Rarity you’re so fucking tight!” Andrew said thrusting into her harder. He started to build up more speed and power. He wanted to let himself go inside of her to feel her squeeze and milk his cum from him and within seconds he was slamming into Rarity with all the strength he had left.
She had gone from load moaning to just plain screaming, and Andrew loved it. “Yes Rarity,” he grunted “Keep screaming like that, this is what you wanted right? You've always wanted for me to fuck you!” Rarity couldn't respond, all she could do to confirm his statement was meet his thrusts with her hips. Suddenly she felt one of Andrew's hands move from her hip to her clit. His fingers pinched and rubbed her most sensitive of spots. Her eyes rolled back into her head, the pleasure was just too much, even in her wildest fantasies and dreams about him she could never have imagined he would give her such intense physical pleasure.
“I'm cumming Rarity,” Andrew grunted. Before she could respond she felt his hot cum shoot inside her womb and she let out an intense scream. She felt her own orgasm hit, like the lightning bolts currently over their heads, their juices mixed with one another as they overflowed inside her and were washed away by the pouring rain.
She panted, the world was blurry and disorienting, but it was coming back together now. The sound of the storm was only drowned out by the heavy breathing of the man behind her. She felt Andrew slowly pull out, and cringed a little, her pussy was sore from having been fucked so hard. Finally his cock was out of her, she turned around and kissed him deeply on the lips. His hand wound its way into her wet purple mane as she continued to explore his mouth. Finally they broke apart, Emerald green eyes staring into Sapphire blue for a moment. Her legs were still shaking. Rarity fought for control of her ragged breathing when she felt him wrap his arms around her, pulling her into a tight embrace. She almost didn’t hear him over the rain, only realizing he was speaking by the deep rumble of his chest.
“Are you OK?”
“Yeah, you?”
“Yeah.” She could feel him tense as he paused briefly. “Rarity I…”
“Shhh. It’s ok I actually like it a little rough, but you were right it is what I've wanted for so long.” She sighed perceptively, closing her arms tighter around his waist. “I think it would be best though, if this was a one-time thing.”
“You sure? I don't mind helping you out every once in a while.” He said his smirk back on his face.
As he led them back under the roof of the pavilion, she rolled her eyes at his expression but answered nonetheless “As much as I would like that I would hate to take you from Applejack and Rainbow Dash, I know how much you care about them.” He looked at her with a raised eyebrow, silently asking her if she was sure. “I'm sure Andrew, that's not to say though you shouldn't seek out other mares, but they are my best friends and I couldn't in good conscience do that to them.”
He smiled at her “You really are the element of generosity Rarity, you're so beautiful.” He traced a hand down her cheek. She leaned into his hand gently kissing it.
“Thank you Andrew this meant a lot to me.” He smiled gently at her words. After taking a moment to redress themselves, Andrew reached out and gently took Rarity's hand.
“We should probably head back; I don’t see how we could possibly get any wetter than we already are.” He joked.
“Yeah,” she giggled. “Probably not darling.”
The rain was beginning to lighten as they began the walk back to Twilight's library.
~~~~~~~~~~
They had washed up and dressed and were seated on the couch watching Pinkie Pie bounce around in anticipation of Applejack’s return. Andrew's arm was rested over Rarity's shoulders, when they heard the front door open and then slam shut.
“There ya two are. You puttin' the moves on Rarity too?” Applejack teased.
“I hadn’t planned on it.” A serious look of consideration crossed Andrew's face. “But now that you’ve suggested it…”
Andrew leaned over towards Rarity, making big wet kissy lips in her direction. Rarity pushed him away giggling. “Cut it out Andrew, stop messing around.” Andrew just grinned before he was pulled towards the door by Applejack.
“Now come on y'all there is the most beautiful rainbow ya ever seen out over the lake.” Applejack said.
“Yeah, come on Rarity, it’s really super duper awesome!” Pinkie yelled excitedly. Applejack and Pinkie Pie were already halfway to the door before Andrew and Rarity had a chance to respond.
“You two go on out while we get our shoes on. I doubt Rarity wants to get her feet wet again. We just finished getting dry.”
“OK, but ya best hurry sugurcube. I want ta be able to wish on a rainbow-kiss before it disappears. And trust me; you’ll want that wish to come true later.” Applejack leered, waggling her eyebrows suggestively as she followed Pinkie Pie outside. Andrew and Rarity were alone again as they began tying on their shoes.
“I'll ask one more time, you sure about your decision Rarity?”
“Yes Andrew, as much as I would want more I know I couldn't do that to my friends. What you gave me today was something very special and I will remember it forever.”
“You will always be my friend Rarity, if you ever need me... for anything don't be afraid to ask.” Andrew finished tying his shoe and pulled her into a hug, lightly planting a kiss in her mane.
“Thank you Andrew.” she smiled; knowing that even after everything that had happened earlier, Andrew would always be one of her best friends.
“Good, then let’s go check out this rainbow. I really want Applejack to make that wish.”
Rarity could only laugh.
Author's Note
My fifth story and another with the Mane Six. Please feel free to comment, review, or point out an error. I appreciate the feedback and would like to say thank you for all the support everypony.
