Side Surprise: Mares and Their Man

Days later after the Rainbow Muffin 'Incident', on a Saturday

    Justin was able to, at his own amazment, sit through the rather heartwarming and endearing rant of how he should care after Rarity's little sister, Sweetie Belle. He was kinda glad that Rarity herself was nearing a close on the speech, going on about how he was one of the few ponies trusted with such a task. Boy, did he feel so trusted and special.

"...and if she becomes too much of a hoof-full, darling, don't hesitate to come find me." Rarity was about to go on.

"Rarity, I got this." Justin stated plain as day.

"Okay... but just in ca-" She was cut off by the human's hand raising.

"I said I got this. Now you go and enjoy your night with the girls." Justin said as he began to usher the unicorn out the door.

   Little did they know that a certain filly had been watching the entire spectacle from the top of the stairs. A sly smirk as she watched her sister go on a rant only to have it cut a bit short by the human she assigned the task to. Silent giggles erupted as her eyes caught a glimpse of Justin raising his hand level to his ear and calmly claiming that 'he had this' before shooing her sister away.

"Whew." Justin finally relaxed a bit more now that Rarity was finally gone. "I'd never thought she would shut up and leave."

"Girls night out?" He heard a voice from the stairs.

"Yeah," Justin chuckled, "so what'cha wanna do?"

"I don't know really." Sweetie shrugged. "I usually just stay in my room and not bother anypony."

"Not happening, I wanna get to know the filly I'm lucky enough to babysit or foal sit or whatever."

   Sweetie just giggled and nodded her head on agreement, finally descending and accompanying Justin to the living room. The two took seats, Justin on the couch and Sweetie decided to take the floor. Of course, silence was short-lived as Rarity's rather fluffy cat came waltzing in and jumped into Justin's lap. Whereas she just curled up and purred away.

"Strange, Opal doesn't usually like just any stranger on the spot." Sweetie commented, slightly impressed that the stuck-up pussy cat would even let him pet her so quickly.

"Seems to happen to me when it comes to animals." Justin smiled at the filly.

"I think I have several ideas..." Sweetie smirked as the human shot a bit of a suspicious look.

About a hour in

"I, a creature from the Everfree, have come to torture the citizens of Ponyville!" Justin exclaimed in a mock of a mock monster voice, as ridiculous as it sounded, the filly that got his to do this was having a hard time not laughing.

"Not if I have to say about it!" Retorted Sweetie, now had one of the CMC capes tied around her shoulders, a fly swatter in one hand, and a bucket adorned on her head being held up by her horn. "For I am a Cutie Mark Crusader City Defender!"

"Wow.. what a mouthful." Justing thought to himself before roaring as Sweetie began to charge at him.

   The filly of a unicorn got one smack in on his legs before she was picked up and held against her will, sort of. Justin began to tickle the filly mercilessly, stopping for only a few seconds to let Sweetie catch her breathe, then started tickling again. The filly was quickly turned from whatever she said she was to kicking and laughing.

"Oooh! It looks like the creature defeated a...." Justin stopped to think of the name Sweetie mentioned.

"CMCCD" She interjected.

"Yeah that!" Justin finally said after a few more moments of silence, then collapsed on the couched.

About two hours in

"Steady.... steady..." Sweetie said trying to balance herself on the human's shoulders with a card in each hand.

"I can't believe it's almost done, the biggest house of cards in Equestria." Justin whispered in amusement, unfortunately, Sweetie heard him

"Or the entire world."

   Sweetie then squealed in delight when the last of the cards were placed. Justin took a courtesy step back and the two now admired their work. The human's eyes sparkled as an idea came to mind. Sweetie was at a smiling slack jaw.

"We should knock this down." Justin commented.

Sweetie sat in silence. "Let's do it!" She quickly exclaimed, climbing down to wrap her legs around his waist, arms around the shoulders.

Justin took a few steps back, feeling the filly tighten her grip on him. "Unicorn backpack ready?"

"Ready!" Sweetie chirped happily

   Justin burst into a run towards the mega-house of cards. Sweetie stated squealing in delight again as they brought the house. Guess ot is a good thing it wasn't literal. Sweetie climbed on down to the floor, her eyes scanning the mess they had just made. It was a short lived observation since Justin had decided to scoop the filly up and assault her with tickles again.

About six hours in

   The living room Sweetie and Justin based themselves in lay in a complete mess. Cards were stwern across the floor, various sheets of bedding, balled up paper wads found themselves lodged in various places, and book forts still standing. The culprits were on the floor between the forts of books, one staring at the ceiling and a bit more awake.

"My sister likes you, you know?" Sweetie commented tiredly, trying to wrap herself up in a sheet only to roll into the human's side.

"No. I didn't know Rarity had a thing for me." Justin now had his eyes open.

"Yeah, but she thinks it's unprofessional to have a fling with a client..." Sweetie yawned cutely, "... but that's alright, I guess."

Justin took a few moments to think about the obsurb thought. "And how do you think it's alright?"

"Because I still like you as a friend." Sweetie replied

That actually brought a smile to Justin's face as he thought about it.

   But his thoughts were soon interrupted by the sound of the door unlocking and the entrance bell ringing as it slowly opened. Justin sat up to look at the owner of the store they were in with a small smile still across his lips. Rarity, not expecting anypony or any one human to be up at this hour. Certainly had she little knowledge of the surprise awaiting her in the living room.

"You're home a little late." Justin whispered, loud enough not to disturb the sleeping Sweetie Belle near him, then broke out into a soft snicker.

Rarity jumped immeadiately, then glared at the human. "I thought you two would be asleep by now!" Rarity set her volume the same as Justin's

"No... not yet anyway." Justin slowly got up and wrapped the snoozing filly up in her blanket before lifting her into his arms. "Belle here went fast to sleep just before you waltzed on in."

"Well, at least now I know who I can trust with my little sister when needed." Rarity sighed to some relief.

"Eeyup... she's quite fun when she's not causing trouble." Justin snickered a bit at his own joke, a slight smirk on Rarity's features. "So, where's her room so I can tuck this bundle of joy in bed?"

"Upstairs, third door to the left, should have some sort of sign taped to it." Rarity instructed.

"And I'm assuming this nice, red, expenive-looking door to my right when I first got up here is your room?" Rarity was put at awe knowing that Justin somehow passed her vision and was now at the top of the stairs.

   Justin slowly and quietly closed the door to Sweetie Belle's room, taking necessary steps to insure the filly wouldn't wake. Rarity had also called to him about meeting in her bedroom for discussion of his payment for foalsitting Sweetie. Justin was sort of hesitant about the subject though seeing aa he couldn't possibly have the filly's older sibling pay him. He had fun watching Sweetie, he really did, that's probably why it sorta disturbed him just a bit. Sweetie was.... well.... sweet, and that's all the reason he needed.

Justin soon found himself standing at Rarity's bedroom door, and knocked thrice.

"Come in" he heard her voice call from the other side, but also at a distance.

"Rarity?" Justin called out as he opened the door, only able to see the silohuette of the mare in question.

"Yes darling, in here." Her silky smooth posh voice rang out again.

Justin stepped into the room while playing woth his hands. "I've..uh.. been thimking about this and.. I can't possibly make you pay me for watching such an astounding filly. Your lil sis especially."

He heard the mare sigh, then approach him from the shadows. "Oh darling, but I insist. It really is hard to find somepony she actually gets along with."

"I'm quite certain it ain't that hard..."

"Oh you have no idea... besides, it WAS her idea that I have you foalsit for me." Rarity was now in full view for Justin. Just there. In nothing but her bra and panties that matched her mane.

   She was quick to saunter over and wrapped her slim arms around the human's shoulder. And just stared into his eyes. Rarity felt entranced by his eyes. So dark of a brown she'd never had seen on any stallion before him. Then again, Justin wasn't a stallion, he was a human. A man. A helpful, smart, loose, and most of all, caring. Of course, his build wasn't what she would've liked, but his personality made up for that greatly. Which she would enjoy.

"You see, my darling Justin, I have admired you in such a way that..." Rarity was quickly cut off by a single finger to her lips. And a heartmelting smile.

"Shhhh... I know, Sweetie told me." Justin simply said before pulling his finger away.

   Before he actually pulled his finger away, he saw those beautiful saphire pools roll at .

the mention of Sweetie's name. Then get pulled into a kiss of passion. A slight run of a wet muscle along the bottom lip of his lip to which he was happy to oblige. Justin knew what he was in for, of course. A tug-of-war with their own tongues. Or more of a tug-of-war with gives, takes, and trade-offs.

   It didn't take long for Rarity to twirl him and herself across the room. Tossing the human gently onto her bed. She was about to start on Justin's pants until his hand stopped her own. Rarity almost gave him an evil glare until her pools of saphire met his pools of darkness. To which she had almost whimpered in anticipation.

"I only have one question for you...." her look changed to that of genuine intrest as his words met her ears, "...just how exactly did you fall for me?"

Rarity raised her head just a tiny bit then laid it in his lap. "Honestly... I can't quite recall dear. Just might be your naturally sweet nature. All I know is that night when you came back and thanked me, I only then realised how sweet you can be."

"Then you started watching me around town." Rarity's cheeks suddenly went red at his remark.

"How'd you-"

"I pay attention to a lot of things even though it seems like I don't." Justin quipped rather quickly.

Rarity was at a loss for words.

"Like when I sometimes stop by the school during recess to play with some of the foals. I've quickly become their favorite play thing to some, which I don't mind. While I'm working at the ice cream shoppe. You like sprinkles, right?" Rarity nodded with her mouth agape. "Of course, I'll have to talk to Derpy and Vinyl about adding another mare to this herd-thing we got goin on."

"You honestly think they would let me in on your herd, even though it's your choice darling?" Rarity was now just a bit confused about the situation.

"I have their happiness in mind and they got mine on theirs...." Justin took note of Rarity's ear going flat against her head, "...but, I don't think spending the night here would hurt anyone."

Some time later

"It was so nice of you to stop by Fluttershy!" Rarity waved goodbye to her friend as she flew off.

"Yeah! Make sure that new bear cub gets a hug from me!" Justin exclaimed as he also waved bye to the pegasus.

   Fluttershy just waved back as she, more or less, hovered away from the boutique. A tub of special blend ice cream wrapped under one of her arms. A courtesy of a rather joyful human. Justin, completely unaware of the sultry look a certain snow unicorn, just kept waving until he was yanked in by the collar of his shirt. The door to the store soon slammed shut and locked and the human soon found his lips connected with Rarity's. To which after a little while she broke off first.

"How about you show a lady how you take care of her in bed?" Rarity had a bit of a growlin her tone.

"What? Not gonna ask how it went with Derpy n' Vinyl?" Justin asked, causing Rarity to roll her eyes and flatten her ears.

"Oh fine.... how did your little talk with those two go dear?"

"Well, Derpy got all excited and Vinyl didn't believe me." Justin replied with a slight smirk. "Which is why I took the liberty of inviting them here."

"You didn't.." Rarity was flabbergasted.

"I did. Vinyl wants to watch me screw you and Derpy, well Derpy just wants to spend time with us." Justin quickly stated in a matter-of-factly tone.

"And here I thought it'd just be you and me..." Rarity groaned with a roll of her eyes.

"To be honest, I probably wouldn't have a choice concerning Vinyl anyhoo." Justin just shrugged taking a seat on the couch nearby.

   His action was shortly followed by the pale unicorn taking her seat on the human's lap. Her face coming close to his, her well sized breasts pushing up against his chest. To help accomodate her close proximity to him, Rarity spread her legs around Justin's waist so that her business skirt rode up her slender legs a bit. His lips just grazed hers by a little for the jumpstart of a deep, passionate kiss. There was a sudden knock at the door followed by a rather loud rumbling that seemed to keep growing in volume until-

   Justin started to rub his eyes to shoo away the sleep away. He slowly propped himself up to take a look at his surroundings, taking a good long look to make sure everything was back to normal. Which it was like he expected. Then craned his head to the left to the source of his strange dreams for the past few nights: an empty tub of strawberry icecream. He diverted his gaze to the bed he was in and looked at the two mares with him. Both of which were as he remembered; hooves on all fours, no bigger than normal, and barely an article of clothing on them... save for Vinyl wearing one of his shirts that she snatched last night. Then there was Derpy, whom of which was sleeping soundly with all four of her legs wrapped around his torso and back.

   Then he heard that sound again. The rumbling of something.... mechanical. Like an engine. Justin heard the rumble fly over the room he found himself in, and for a moment, he felt a bit happy to hear something so familiar in a land he knew wouldn't contain such a contraption. Slowly and as gently as possible, Justin peeled the pegasus mare off of him before leaving the bed. As always, his head hit the ceiling, ususally making him askew his head or neil just to fit in a room. The top of his skull was scraping the ceiling instead.

   He quietly made his way across the room to peek out a window to the early afternoon of a cityscape. Which remindd him of a question he'd been meaning to ask since the first night....

"Since when did we end up in Manehattan?"