~~~~Ponyville, Late at Night~~~~

Sunset Shimmer, for all the natural beauty of Ponyville, already did not like the town at night. It was pitch black in the streets, nopony else was out at so late an hour, and there was no faint hum of activity an odd number of blocks away. Canterlot had been full of all of those things. Here, as she pelted away from her massive, embarrassing screwup with Princess Twilight, all she could feel was alone and isolated. And the last thing she wanted to be reminded of in that moment, was just how much she had managed to ostracize herself.

But luckily, unlike Canterlot, Ponyville was a rather small place, and with Sunset galloping at full pace, she was in front of Rarity’s boutique far sooner than she had anticipated. For several moments, she simply stood at the steps, looking up at the opulent structure. It certainly bespoke Rarity’s elegance quite well. But, now that she was no longer moving, Sunset found her thoughts catching up with her. Why had she torn out of the library for Rarity’s anyway? She wouldn’t be up so late anymore than the average pony. No doubt she went to sleep earlier to be ready for opening her business the next day.

Sunset’s head fell, all her energy spent, and she softly turned away from the shop. It was probably for the best. She’d once considered while in the other world, that some ponies were likely destined to be alone. And while she had distanced herself at the time from such a notion, everything having gone so badly so quickly only a few days back in her homeland, she was beginning to think it was true.

“Darling, whatever are you doing out here so late?” Rarity’s voice arched from the doorway, her slim white figure framed by warm candlelight. She wore a chic pair of glasses perched just upon the bridge of her nose, and a pencil was tucked up behind her ear, a look of concern on her face. “Is something the matter? You look as though you’ve seen a ghost.”

“What are you doing up so late? Don’t you go to bed early or something?” Sunset said in a knee-jerk reaction, despite her brain telling her not to dismiss the pony she had originally come to see in the first place.

Rarity tsked firmly, and the sound of her hooves upon the wooden porch seemed to echo off the walls of the other buildings on the street. “As if. The last time I got to bed early was was after the Gala.” A firm hoof took hold of her shoulder, and Rarity’s gentle voice came again. “Darling, what is the matter? I insist you tell me.”

“Then… are you busy?” Sunset asked, pulling her head around to look into Rarity’s sparkling blue eyes. “I… think I just screwed up pretty royally.” She would have normally stopped then, but just like she had in the human world, Rarity exuded the aura of an excellent listener, and Sunset found herself pouring out far more words than she’d intended. “I don’t know if you can really help me out at all, but when I got in a spot with, um... other potential special someponies on the other side of the mirror, the other you was an expert. I don’t want to bother you, but I just couldn’t think straight and I ran here, and -”

Rarity pressed her hoof to Sunset’s lips and turned her bodily around gently. “Hush. Come inside dear, you sound like somepony in desperate need of a spot of tea.” There was the ghost of something else around her smile, but it was hard to tell what it might be in the dim light streaming out from the boutique doors. Firm hooves pushed her along toward those doors, encouraging her inside. “And besides, the middle of the street at night is no place for a conversation like this.” There was a sniff of haughtiness in her voice, but also amusement.

“I forgot about tea,” Sunset lit up. Rarity’s voice and calm, even when her friends were completely frazzled by personal difficulties, was often enough to lift away negativity in its own right. “All they drank over in the other world was coffee. Blegh. They put ice cream and ice cubes in it too. Why would you do that?”

Rarity gave off a tittering little laugh as they crossed the threshold into the boutique, and Sunset found her nose assaulted by the soft scent of fabric and the sharp tang of ink and oddly, oranges. A nearby desk was covered with scattered sketches of dress designs, and a candle burned low next to a deeply plushed easy chair, where a book lay half-open across one of the arms. “I confess I don’t mind a cup myself from time to time, but that last bit sounds positively dreadful.” Sunset found herself chivvied into the still warm loveseat, and Rarity’s horn came to life, lighting several more candles which she stuck into candelabras scattered through the shop. “Now just wait here, dear. I shan’t be more than a few moments.”

She really had no argument. The loveseat was relaxing and comfortable, and having never seen the inside of Rarity’s shop and home, Sunset found no shortage of things to look over. But, as she was currently on the closed show floor and Rarity was not a pony given over to excessive clutter, Sunset found her mind yanked back to the issue of Princess Twilight a little abruptly.

Rarity was definitely older than Princess Twilight, both were unicorns, and both were probably pretty close. Sunset didn’t want to risk coming across too forward, lest she receive a protective big sister reaction from Rarity. But how to even break the subject without being forward? The inherent problem was that she had been too forward. Maybe, maybe it would better to ease into it just talking to Rarity about Princess Twilight: how much she inspired Sunset. Yes, that was a good place to start.

The clatter of a tea-set interrupted her thoughts, and a little side table floated next to the chair. “Here we go dear. Fortunately, I keep a pot of hot water on hoof for just such an emergency.” The tea-set was as elegant as Sunset would have presumed Rarity might have in a simple but exquisite green and blue whorl pattern. And oddly enough, a fainting couch, which Rarity perched herself upon with a smile. “Now, take a deep breath and start at the beginning, dear.”

Sunset giggled a bit. She was in good hooves it seemed, as the other Rarity had used those same words no small amount of times. So, with her confidence in Rarity risen, Sunset took in a deep lung full of Equestrian air, slowly breathing it out in a controlled blow. “I… I think I’d have to start way back before I even decided to come back to Equestria,” she said. “What did Princess Twilight tell you all happened between us in the other world? I don’t know how descriptive she might have been. It was otherworldly, even for here in Equestria.”

Rarity gave a little shrug of her shoulders, stirring a bit of lemon into her tea with a refined silver spoon. “She told us about the dance, and how she had to win the crown back. She told us about your, ah… interesting reaction to the crown’s magic, and how our…” She paused, tapping her spoon for a moment with a speculative look. “Doubles, I suppose is the word, helped her activate the Element of Harmony and turn you back. She glossed over most of the details, but I gathered it was a singularly unnerving experience for her.”

“Rarity, she kicked my ass,” Sunset answered sardonically.

Rarity stifled a laugh behind a prim hoof, her eyes sparkling with mischief. “Well, she does have a habit of overdoing things sometimes. Not one for half measures, that filly.”

“It was pathetic, really,” Sunset replied, rubbing one foreleg with the other hoof. “On my end I mean. She showed me how wrong I was, how for all the control I know how to gain over others, I was a pathetic, power-hungry, and…” Sunset trailed off. There were so many things, notions she had had of herself and her strength, that Princess Twilight had completely wrecked in only a few seconds. “I spent every day after that thinking about it. She was so strong, so in control of her power. I couldn’t help it… she was the pony I wanted to be, but couldn’t, no matter how hard I tried. I… she… She’s -”

“Hush, darling.” Rarity’s voice came firmly, cutting through the scrambled words and even more scrambled thoughts. “You’re doing it again, poor dear,” she sighed, raising a delicate hoof to stroke at her cheek. “Let me guess. Your mouth ran away with your thoughts this evening, and you perhaps said a few things that were…” Rarity’s mouth puckered into a small, odd smile. “Shall we say, less than appropriate?”

“Are you kidding!?” Sunset burst out angrily. “She’s supposed to be my teacher. That’s what Princess Celestia told me she would be. And I just couldn’t keep a lid on it, and had to go ruin any hope of a normal life here. Why Rarity? I… why do I… of all ponies, why’d I have to…” Sunset couldn’t even bring herself to say the words she knew she needed to, instead lowering her head to stare blankly into the chair’s fabric.

There was a scuffling sound, then a warmth as she was no longer left alone on the chair. Rarity gently scooted her way into the broad seated chair next to her, and a pair of hooves came up to turn her head up and toward Rarity. “My goodness, you’ve got it bad. I’d thought I’d seen something in how you looked at her when she came down the stairs, but I never thought…” She shook her head minutely, and her smile broadened and warmed considerably.

“Wait! There’s not something wrong with me is there?” Sunset panicked. “Seriously Rarity. Should I go to the hospital? I’ll do it.”

Rarity shook her head and laughed softly. “Goodness, you… really don’t know, do you?” Her voice took on a tone of wonder, and her eyes went wide. “Darling, you’ve fallen head over hooves for our dear Princess. Quite spectacularly, I might add.” Her eyes sparkled for a moment, her voice taking on a tone of mischief.

“I… well, I think she’s attractive,” Sunset muttered. Why did Rarity have to make it so… blunt. There were gradual steps to this sort of thing, weren’t there? One, twos, threes. Things that marked out the progression to love. Was this even love? No… or, but Rarity seemed to think so. “Especially her… strength.”

“Oh, it’s much more than mere attraction, dear.” Rarity’s voice was changing moods quickly, but now it had darkened. It was almost… sultry. Speculative, perhaps. “I know a thing or two about physical attraction, darling, and this goes quite a bit beyond that. ” Her head tilted to one side, her hooves having now settled down onto Sunset’s shoulders. “Hm. How best to explain this…” she mused, her head tilting to one side. “I hope you’ll pardon the question dear, but just how familiar are you with the more… erotic facets of romance?”

“What? I know about kink, if that’s what you’re asking. But what’s that got to do with anything? I don’t want Princess Twilight… er, well… Why?” Sunset tried replying only to find her face burning with embarrassment at the thought of she and Princess Twilight doing anything remotely… unique. Her eyes darted in multiple directions, trying not to look directly at Rarity, but her fellow unicorn was focused, and Sunset eventually had to look back.

Rarity had a sly, knowing smile on her face now, and the mischief she’d shown before had bloomed fully into an almost devious look in her eye. “Darling, really. You’re much smarter than this. You’re showing all of the signs…” A delicate hoof lifted up, and Sunset felt it press into her chest firmly enough to push her back into the plush of the chair. “You’re obsessing over her strength, and how she’s already punished you for being a very naughty filly. Every other word, you’re praising how in control she is…” Rarity leaned in close, her voice a soft and almost sensual purr. “Come now darling, I know you can put the pieces together.”

Sunset heard Rarity’s words, but the only ones she fully comprehended were ‘a very naughty filly.’ If her face was burning underneath before, she was certain it was on fire now. Her eyes grew to their widest, and when she tried to speak, her mouth moved and stuttered, unintelligible sounds came out. She shut her mouth, vigorously shook her head, and visibly gulped. “I did… fantasize about her… pushing, um, pushing herself on top of me,” Sunset barely managed, the last bit coming out more as a squeak than anything else.

Rarity didn’t retreat either, she was only pressing in closer and harder, her voice coming in a hot whisper into Sunset’s ear. “And what does that tell you, darling? Because it tells me…” Her voice trailed off a bit, her eyes almost all too big and filling up her vision. “That you very much wish to put yourself under her power again. That she handed you your flank...” Rarity’s hoof trailed down her side, almost teasingly, her voice sultry. “And you liked it. You finally met somepony stronger than you… and in that moment, you wanted to know what it might be like to be under the control of that power, instead of the one in control.” Rarity’s eyes half lidded, and she smiled. “Do you know what that’s called, my dear?”

“I know what it’s called… I know… but since you seem to know a lot more than me… could you teach me how to do it better?” Sunset asked, feeling the heat in her face run through her whole body. I’m a subby? one part of her mind scoffed. Fat chance. And then, all at once she felt a twinge of fear, a leap of excitement, and a brush of fulfillment. Oh no… I am… I want, no, I need Princess Twilight to show me who’s the better, more powerful filly, the thoughts hit her one after the other, like hammer blows against her mind. It left her stunned with the revelation.

Rarity giggled delightedly, clapping her hooves together. “Oh, I would be delighted, dear. How fortunate that Sweetie Belle is off with Applebloom tonight…” She trailed off as she hopped out of the love-seat and trotted with a very distracting sway of her hips and tail up the staircase. “Let me go fetch a few things and…. Hmm… I wonder if…” Suddenly, a roll of measuring tape sprang to life from a working table and went to work taking her measurements even with Rarity out of sight. “Do you prefer red or blue, dear?” her voice echoed down from upstairs, almost jaunty in its tone as the tape snaked around Sunset’s neck for just a brief moment.

“I would like blue, please,” Sunset answered awkwardly, distracted by her own thoughts and the slinking tape. No wonder she’s up late. I wouldn’t be able to live with a filly and work either.

There was a rattling of sounds above her head, followed by a gentle thump-thump noise. “Oh, excellent! I knew I’d had those lying around,” Rarity crowed, and the sound of her hooves descending the staircase came soon after. “Now, lets see here dear.” Rarity’s voice was very saucy, her walk deliberately provocative as she swayed down the stairs. A bundle of blue cloth floated in midair, as did an intricate looking box with a prominent padlock on the side. “Hmm… You oughtn’t to need much fitting. You’re nearly my size, and blue simply isn’t my color this season.” She set the box down next to the chair with an ominous thud and grinned wickedly. “Now…”

“Ah… what exactly’s in the chest, Rarity?” Sunset asked, not quite being able to match her own revelation with Rarity’s comments. Dresses didn’t have anything to do with being a subby, so far as Sunset knew. Why does she want my measurements unless… “Heh heh, you know, I don’t think Princess Twilight is really all that interested in how a pony looks in clothes,” Sunset chuckled with a touch of apprehension. She gently slipped out of the loveseat, hoping Rarity wouldn’t insist she stay. “I’ve got a lot to sort out, but please send me a letter with your advice. I could really use it.” She was almost to the door. Almost.

The door refused to budge one inch, and a firm little grip of magic took hold of the back of her mane. “Ah Ah Ah, darling. I do not think so.” Sunset felt her neck stiffen at the sudden touch of silk, braced with some kind of stiff material underneath. The cloth wrapped sensuously around her neck, leaving the rest of her body begging to be similarly adorned. A glance revealed the color, a beautiful sapphire blue that almost shone in the dim candlelight. She turned to protest, but found herself faced with a smouldering Rarity, all too close to her and with several other pieces of what was certainly an outfit hovering in midair. “I am afraid I simply can’t let you leave in this state, dear.”

“I’ve got no money, Rarity. I just got back,” Sunset replied, trying the logical argument though she knew it would fail before she even spoke. But, perhaps it wasn’t her head that had told her such a silly response would fall on deaf ears. The collar certainly was comfortable, and Rarity had forced her to wear it. It was only right for it to be there, a sign of who was really in command of the situation. And Sunset found herself enjoying the sensation the collar brought.

Rarity gave a minute shake of her head. “Dear, money is certainly not what is important right now.” There was almost a scolding nature to her voice, like an angry schoolteacher. It was surprisingly affecting, causing her to stiffen in response to the rebuke. “Now, lift up your hooves one at a time.” Rarity’s horn was positively glowing with power as a host of other little accessories floated into sight. Makeup, jewelry, grooming tools. Rarity had that look on her face that meant she well and truly was not kidding around, and suggesting the dire consequences of trying to go against her will.

Sunset gingerly lifted her hoof off the ground, imagining Rarity might be intent upon a hooficure or other such treatment. “Not like that!” Rarity grumbled, grasping Sunset’s leg and straightening it out. From amongst the folded fabrics, Rarity produced four, long, full leg stockings. Only, Sunset realized they were in no way practical, being nothing short of sheer and suggestively stitched with wrapping vines. “Now hold still dear,” Rarity insisted, walking behind Sunset. “Magic just doesn’t have the right touch to pull these on. Hooves are the only way,” she purred, leaning her body and forelegs over Sunset’s back and around her neck to position the stocking’s opening at her hoof. “Now we’ll just move nice and slow…” Rarity continued, easing the sock over Sunset’s leg and allowing their bodies to brush with the most sensuous of sensations.

Sunset felt her body quivering with the contact, finding herself desiring and anticipating each and every one of the remaining three socks. And each time, as Sunset felt herself becoming more and more like a proper play toy, Rarity made ever exaggerated motions of purposeful closeness. “Just relax, darling,” Rarity cooed softly as the final stocking came to full rest upon her leg. “Honestly, you needn’t be so tense. You look gorgeous already.”

The warmth of Rarity’s body spirited away for a moment, only to be followed by the firm feel of another garment wrapping around her middle. The barest glance identified the corset as the snow white laces slowly wound their way up her back, tightening the garment and forcing her back into an attractive arch as the stiff bones of the garment tightened around her. Sunset could not even find it in her to voice even the merest whimper of complaint as the garment tightened itself to completion and Rarity gave off an approving murmur. “My goodness, I could almost suspect you’ve worn one of these before…”

“I guess… I guess I did,” Sunset said, revelling in how constricted but alive she felt with the corset, stockings, and collar. “I wasn’t a pony at the time, but I wore something similar.” She began to walk around in the outfit, gratified as the clothes almost forced her walk into something far more provocative. Yes, she had worn a getup similar to what Rarity had dressed her in, but it had lacked the attractive feel she now had coursing through her body. Every step she made was sexy, and she was fully aware of it. Oh! I wish Princess Twilight would just have me lie down so she could look at me as much as she wanted!

“There’s something else you should have darling,” Rarity called. “It doesn’t go with the rest, but I’m sure you’ll know what to do with it.” Sunset turned back to face Rarity, blushing heavily as she realized her friend had probably been quite impressed with her swaying backside. But what Rarity levitated to her only made her blush stronger. A pair of panties lay at her hooves, a fetching sky blue and made from lace, and upon her closer inspection, quite distinctly designed to keep her tail sensuously raised. They were enough to send an endless stream of extremely errotic thoughts flying through her head, but they were blocked by the rather unhelpful brick wall that was her logical mind.

“But… Rarity, how am I supposed to… to show myself to Princess Twilight?” Sunset asked. “She was clueless about what I was saying before I… um, bolted.”

Rarity gave off a soft sound of thought as she carefully fiddled with Sunset’s mane, giving it a swift and surprisingly delicate trim as she did a little trot around her. “Hm. That might be a bit of an issue. Twilight can be a bit dense at times… though I hardly doubt she’d be able to miss your intentions in this.” Rarity’s eyes were traveling up and down her body almost hungrily, and she gave off a tiny sigh. “If only we had more time tonight. At any rate, I suspect your best tack will be to educate yourself on the subject a bit better and then find a way to educate her without her realizing it. She is absolutely voracious for knowledge, no matter what form it might take.”

Rarity tucked her hoof under Sunset’s chin, lifting it up to give her mane a critical eye. “But don’t forget, if you ever need any supplemental education, I’m always up late…” Her voice was soft and sultrily suggestive, “And willing to help a friend in need.” Her eyes smouldered for a moment before darting to a clock on the mantle. “Oh, fie. It’s gotten quite late.” She half sighed, then smiled almost devilishly. “You really ought to hurry back, darling. Much as I’ve enjoyed your company, we don’t need Twilight wondering why you stayed out all night…”

“Oh horseapples! Um, do you have anything I can carry these things back with?” Sunset asked, now glancing at the clock overly frequently. “I can’t go back looking like this, not if I don’t want Princess Twilight asking questions.”

“You’ll be able to undress yourself in time once you get back to the library dear,” Rarity replied, a knowing glint in her eye. “It’s not too far, and besides, you need to be comfortable wearing them in your new home.” Sunset danced in place, jostling the risks of both options and taking Rarity’s advice into consideration. “I’ve got some shoes to protect the stockings too, dear.” Rarity half mentioned, her smile growing just a shade wider.

That was enough to convince her, as at least the outfit would be safe from improper wear. “Okay, okay, I’m going as is. Thanks Rarity. At least I didn’t run away completely like last time,” Sunset added, feeling a smile tug at her lips.

“Good indeed. It would have been an utterly shameful waste,” Rarity said, using her magic to ease the door open into the inky darkness of the night. “And here are the shoes. Run along now.” She levitated absurd slightly sparkling blue heels to Sunset’s hooves, and where Sunset might have complained before, she merely sighed and stepped into the elevated shoes. Now she would really be pressed for time, except, there was a slight leaping sensation in her chest at the thought of possibly being caught undressing by Princess Twilight.

~~~~~~~

Twilight nearly felt her jaw unhinge as she yawned softly, gently groping at the wall as she carefully descended the steps with an eye toward reaching the kitchen. Of all the things in the world that she disliked about these wings, it was their tendency to… stiffen up in the middle of the night that annoyed her the most. Rainbow Dash insisted the only cure for it was to wait for them to give in, or buy an expensive cloud bed to install in her room so she didn’t notice it. Since Twilight would give up her pillow-down mattress the day that pigs flew, she had to wait it out.

So as usual, she took the opportunity to go find herself a midnight snack and a glass of cold water, both of which seemed to help with the odd stiffness. As she did every time this happened, she resolved to engage in a massive research binge as to the cause of these effects. And just like every time, she knew she’d forget by the time she woke up in the morning. One visit to the fridge later, and she was enjoying the sour crunch of a pickle as she stumbled her way back toward the stairs. Except…

The door swung open with perfect silence, and the moonlight streamed in around a dark pony figure, who quickly slipped inside and shut the door behind her. Twilight felt the confusion rouse her faculties to a more alert status as the pony suddenly was illuminated by a tiny ball of white light… revealing Sunset Shimmer in… What in the world is she wearing? she half thought, her brain still slow from the needs of sleep. Sunset crept along the wall in absolute silence, an impressive feat given that she was wearing heels. She gently tugged the side door to her room open and glanced around the library once before slipping inside and shutting it.

Even in the darkness, it was clear that Sunset hadn’t wished to disturb Twilight. After her sudden flight from the treehouse, Twilight had honestly found herself quite distracted with worry for the poor mare. She shook her head slowly and wondered if perhaps she had simply dreamed of her return. Her hooves were thinking much more clearly than she was anyway, as she found herself back up the steps and tucked into her warm bed a few moments later.

Even now, as she tried to rouse her brain to enough wakefulness to analyze the situation, she found herself powerless against the needs of sleep. She felt her eyelids go heavy and the gentle warmth of rest overtake her, whisked away moments later to the realm of dreams… where the sensually attired Sunset Shimmer awaited her with a smoky smile on her face.

~~~~~

Good, nopony had been awake and about, which meant nopony had seen her. Sunset slowly allowed the glow to return to her horn, bringing a small amount of light and quite a few odd shaped shadows into her room. She kept the light from her horn minimal. The last thing she needed after getting back inside successfully was Princess Twilight or the baby dragon wandering by and curiously opening the door.

Which, come to think of it, she could take several measures to prevent. She removed the heels and locked the door to her room and was about to untie the corset but stopped. It felt right to wear it, especially in the dark of night. So she ceased her magic’s hold of her new clothes and shifted it instead to the book she had swiped from the shelf. She was more than certain Princess Twilight would not notice its absence, and she sincerely doubted any Earth pony would have enough time on their hooves to actually be interested in the book’s subject.

She gently lifted the book onto her desk, casting her light onto the title: BDSM: Your Curiosity and Fantasies Fulfilled. She inhaled a deep, preparatory breath, then cracked the book open. It crackled and snapped, a sign of little use, and Sunset went straight for the table of contents. She always found that there were parts of a book she could skip and was certain there would be things in this of all books she needn’t devote any time to.

Only, the more chapter titles she encountered, the more her fierce curiosity was aroused, along with the rest of her. She didn’t even finish running her hoof down the chapter list before flipping right into the meat of the book. It was a standard introduction, but before long, she scrambled for her journal and a quill, building a quick column list and jotting down the things that sparked in her fantasies most potently. Eventually, as the book became more intricate and specific, Sunset found herself noting every little detail. There was so much, fantasy and emotion, swirling around in her head, she figured that the book would help sort it out. And as it happened, she knew that finding any sort of help from the book could not be done without complete and accurate notes.

And she would have gone on reading all night, possibly even into the early morning, but the more she read, she could not help herself as she became more and more warm in her nethers. And just like the parchment with Princess Twilight’s musky scent, Sunset found herself slowly unable to absorb any more. She shut the tome, marking her page clearly, and was about to finally undress and sleep save for the thought of the scroll. It wasn’t hard to locate the one she had used the night before, and taking it off its shelf, she unrolled it to breathe in the warm smell it gave off. She returned to her bed and positioned herself in a way she knew she would be becoming very familiar with.

Author's Note

Hey guys, Don't forget that this is a collab project with my good friend and editor Inky Jay. His profile link is in the description and he put a lot of hard work in on this story, same as I did. Go throw him some profile comments (He loves comments.), follows, thumbs up, etcetera. He's a hardworking guy and a big reason why so much of my stuff is turning out way less technically troubled than it used to be. Thanks for your time.