What's Happening?

Author's Note: Man, I've been wanting to try my hands at a clopfic, just to see how well I do. This story may seem a little choppy, but that's because I tend to lose focus on the cureent subject.

Alright! Let's get to it!

In an old rocky quarry near Ponyville, a familiar unicorn mare was currently making her way across the dirt covered ground of the area. She had a coat of white with a perfectly coiffed moderate indigo mane with a matching tail. On her flank were three blue diamonds.

It was none other than Rarity, the fashionista of Ponyville and the bearer of the Element of Generousity. She was currently wearing a pair of stylish saddlebags for the mission that she was on.

She was hunting for more precious gems. Her stock had been running low and she needed to fill a dress order for Carrot Top.

It was too bad she couldn't bring Spike along, but the little hard working dragon had been called to Canterlot by Princess Celestia. And he had to go without Twilight. Apparently it had something to do with his ability to send scrolls through his fire breath.

Rarity let out a small whine. That meant she had to dig up the gems herself. And she had just gotten a ponypedi! When this is over, she's going to have to go back to the spa to get them redone.

Activating the spell that allowed her to detect gems, Rarity began her hunt for gems.

After an hour of digging in the dirt, and plenty of complaining about not bringing a shovel, Rarity had managed to mostly fill up her saddlebags with a wide assortment of gems. Now it was time to go home, wash off the sweat that had stained her coat, then make a quick trip to the spa.

Suddenly, the blue magic of horn changed from a it's usual light blue to a light red and it began to tingle. It wasn't a painful sensation, more like ticklish.

"Hmm, that's strange, my gem detector has never done that before."

Out of the corner of her eye, Rarity noticed that a spot on the ground begfan to glow the same red color.

Reaching the spot, Rarity began to prod the dirt until she slowly dug up what was underneath.

Underneath was a gem about the size of her iris. It looked like it was made out of clear glass in a heart shape with the core glowing a red and pink color.

Rarity's eyes began to widen and sparkle with barely contained excitement and her smile turned into an ear-to-ear grin.

"It's so beautiful! Oh I have to bring this back with me to the botique. It would look positively marvelous on a necklace! Or maybe a dress! Oh, the possibilities!"

Quickly tucking the gem away in her saddlebags and closing the clasp, Rarity quickly started her way home, not noticing that the gem began to glow brighter.

XXXX

"*sigh* Much better."

Rarity stepped out of her bathroom, feeling refreshed after finally washing off the filth and sweat off of her beautiful coat.

She heard the sound of the bell mounted above the entrance to the Carasoul Boutique jingle, signalling that someone had arrived into her shop.

"Oh, I wonder who that could be?"

Rarity quickly trotted down the steps and into the main area of the boutique.

An earth pony mare with an orange mane and tail and a light yellow coat was standing at the counter that had the register on it. Her cutie mark was three carrots.

"Ah, Carrot Top! How are you doing today, darling?"

Carrot Top smiled.

"I'm doing good today, Rarity. I managed to bake a whole batch of blueberry muffins without Derpy eating them all."

Rarity giggled.

"Oh, that must be a new record, being able to bake a whole batch of muffins. How did you do it?"

Carrot Top gave a sly smile.

"You'd be amazed how effective barbwire can be."

Rarity giggled again.

"Well, as long as she didn't get hurt."

"Oh, don't worry. She basically just patrolled the front, waiting for me to leave. Had to stand there for three hours, without food, water, or bathroom breaks."

Rarity sighed with an amused grin.

"She sure is persistent. But it's thanks to that persistence that she is still the best mailmare in Ponyville."

Rarity's eyes suddenly widened.

"Oh! I nearly forgot about your dress Carrot Top. Wait here while I retrieve it."

Rarity ran into the work area of her shop and quickly pulled a beautiful orange dress with yellow lace on it off of a display figure, folded it up, and placed it in a box that she wrapped with a yellow ribbon.

She trotted back towards the register and floated the box to Carrot Top, who snatched it from the air and then pulled out a small pouch from her mane. She dropped the right amount of bits onto the counter and placed the pouch back into her mane.

"I apologize for not putting any gems onto it, darling, but I was so short on time and I didn't have enough time to find any amber to put onto the dress. It would've gone so well with your coat!"

Carrot Top gave Rarity a reassuring smile.

"It's okay Rarity. I'm not really that much into gemstones anyway. They tend to poke me so much that it drives me crazy. And Derpy already does enough of that."

They both shared a laughed before Carrot Top said good-bye to Rarity and left.

Rarity was all alone in her shop now. Sweetie Belle was off playing with her Crusader friends and won't be back for a few more hours. And Rarity had dropped Opal off at Fluttershy's before she left to go gem hunting because her cat wasn't feeling very good.

"Hmm, maybe now I have time to get that gem I found and turn it into a beautiful necklace. It would looks so perfect!"

Retrieving the glowing red and pink gem, she set it onto a work table. Rarity stretched out her neck.

"I hope my gem cutting isn't rusty."

"And voila!"

Rarity looked down at an hour's worth of work. The gem was now nicely polished and had a golden shell on the back, covering the back of the gem. And it was finished with a nice gold necklace.

Undoing the clasps and putting the necklace on, Rarity then re-did the clasps and gave little twirl before winking at the mirror.

"Oh, it looks so perfect! And now, a trip to the spa!"

Rarity put the 'closed' sign up and ran out the door.

Rarity happily trotted through the marketplace, adding a strut to her walk as she displayed the beautiful necklace she wore.

As she walked, she noticed that some of the ponies were turning their heads to look at her.

'Oh my...I know I usually attract stares wherever I go, but this is rather flattering. Not only are they giving me looks, but now they're staring!'

Rarity gave a little modest blush and a smile.

Rarity let out a giggle as she noticed that one of the pegasus mares seemed to be struggling to keep her wings under control. Rarity has been a fashionista for a rather long time. She know's how to read body language very well, and seeing the pegasus's wings quivering gives a pretty big hint of what's going on in their heads.

Rarity giggled again as she entered the front doors of the spa, knowing that the eyes of the passing mare behind her was glued to her rump.

The two Spa Twins, Lotus, an earth pony mare with a light blue coat with a pink mane and tail with dark azure eyes, and Aloe, Lotus's twin sister with her colors opposite of Lotus, a pink coat with a light blue mane and tail with dark azure eyes. Both had lotus flowers for cutie marks, with Lotus having a pink-toned one and Aloe having a light blue-toned one.

They were both sitting at the reception desk, apparently shifting through some paperwork when they noticed the fashionista entering.

Lotus spoke first.

"Ah, Miss Rarity, it's so nice to see you again in our spa. But you were just here a few hours ago. Is there a problem?"

Rarity sighed.

"Yes, there is a problem. When I got home I found out my gem supply was almost empty, so I had to go out and dig for more. And I ruined a perfectly good ponypedi doing it. If it's not too much trouble, could I get them redone?"

Lotus and Aloe flashed big smiles at Rarity. Aloe spoke up this time.

"It is no trouble at all Miss Rarity! You know you're our favorite and most frequent customer. Just follow us and we'll get started."

"Thank you, you two are a life saver."

Rarity followed the Spa Twins towards the main part of the spa. They entered an empty room that had cushioned tables for massages and a few chairs and tables that had files, hoof polish, the works.

Rarity, in her excitement, trotted faster than the Spa Twins, putting herself in front of them.

In her excitement, she didn't notice how the Twins suddenly blushed, how their eyes began to trace over every curve of her flanks and rump. She especially didn't notice how Lotus leaned over and whispered something into Aloe's ear, the pink pony nodding her head in agreement. They both gained sly smiles and a twinkle in their eye as Lotus spoke up.

"Ah, Miss Rarity?"

Rarity stopped and turned around to face the Spa Twins. She was a little confused on why they were both blushing. Sure, she was walking ahead them, but the Twins were professionals. This sort of thing wouldn't make them flustered, would it?

"Yes?"

Lotus spoke up in a slightly hesitant manner.

"Um, you said you had been looking for gems, correct?"

Rarity nodded.

"Uh, how much did you carry, exactly?"

Rarity brought a hoof to her chin.

"I brought enough to fill my saddlebags home with me. Of course, I also found this beautiful gem."

She gestured to the glowing gem that she had around her neck.

'Hmm, was it glowing that brightly when I found it?'

Lotus and Aloe looked at the gem.

"Ooh, yes, that is quite a lovely gem. Anyways, does your back hurt at all? It must have been quite heavy to carry such a large amount of gems."

'Now that she mentions it, my back is rather sore.'

"Well, it is rather tight in my lower back."

Too preoccupied with looking at her back, Rarity didn't notice Lotus and Aloe twitch slightly when she said 'tight'.

"Well then..."

Rarity looked at Aloe, who started talking.

"..maybe you could use a nice massage before we give you ponypedi. Free of charge of course"

Rarity's eyes widened, then she smiled.

"Oh please darlings, I could never ask you to do that for me. I don't want to be a bother."

Lotus spoke up.

"Miss Rarity, please. Think of it as a 'thank you' for being such a nice customer for us. You may not know it, but you are possibly the nicest customer we ever get. And Fluttershy and your friends of course. The other customers are always complaining about something. A mare even tried to sue us because she thought Aloe was trying to feel her up. Her hind legs were cramped up, so of course Aloe had to get a little...close. Please accept our generous gift."

Rarity couldn't help her smile. This was probably one of the nicest things they had ever done for her. Even better when they managed to get her mane back to it's original color after 'The Great and Powerful' Trixie turned it into such an awful shade of green.

"Oh, how could I say no to you two? Of course I'll accept a massage."

Lotus perked up.

"Perfect. Oh, and is it okay if Aloe helps me."

"Of course darling."

Rarity quickly hopped onto the first massage table and laid on her stomach with her legs folded up against her. She didn't notice Aloe locking the door and dimming the lights.

Lotus stood on her hindlegs and gently placed her forelegs onto Rarity's back.

Rarity groaned in relief as Lotus began to knead into her back, slowly loosening the muscles underneath. Aloe stood on the opposite side of the table and placed her forelegs on Rarity's shoulders. She began to gently apply pressure.

Rarity sighed blissfully.

"Ooooooh, that's feels so lovely..."

Lotus and Aloe smiled, but those smiles soon turned into mischievous grins as the massage went on.

Aloe started working from Rarity's shoulders to her neck. Lotus started to slowly work her way onto Rarity's lower back, being extra careful to make sure she doesn't put too much pressure on a knot.

Rarity gasped when Lotus found the knot that was bothering her.

"Oh, it appears I found it."

Lotus began to gently roll her hoof on the knot, slowly loosening it while Aloe began to slowly pull Rarity's forelegs out from beneath her, starting to stretch it out.

Rarity opened one her eyes, not remembering that she closed them.

"Aloe?"

Aloe paused and gave Rarity a gentle smile.

"You need to be fully slack in order for the massage to be perfect."

Rarity answered with a groan as Lotus continued to work on the knot. Complying, Rarity shifted herself so that all four legs were hanging off of the table, Lotus pausing in her work to allow Rarity to move, then she went right back to it.

Lotus and Aloe grinned. Their plan was working perfectly. Now, it was time to turn it up a little.

Aloe let go of Rarity's foreleg and made her way to the unicorn's lower back, where Lotus paused in her work.

"Miss Rarity, I ask that you try to contain yourself."

"Wha-"

Lotus and Aloe placed their hooves onto Rarity's lower back and rolled the muscles all the way across her spine up to her upper back, the flesh and muscle moving beneath the hooves.

"OOOOOOOOOOHHHHHHHHHHH..."

Rarity shuddered in absolute pleasure as the most thrilling and blissful feeling spread across her entire body.

As the Spa Twins began to aggressively assault Rarity's body with wave after wave of pleasurable feelings and sensations, they began to smell something that was slightly sweet.

They grinned and inhaled the smell of excited mare. It was starting to make them both wet.

Aloe took advantage of the moment and began to gently work on Rarity's flanks, enjoying how the flesh twitched underneath.

Lotus stopped and walked over to stand in front of Rarity, watching as the mare continued to groan with a large blush on her face. Her horn was starting to glow faintly, the sign that she was getting aroused.

Lotus's giggling made Rarity open her eyes, which looked a little glossed over.

"Wha...What are you two.." She began to pant and groan. "...doing to me?"

Lotus smiled seductively.

"Isn't it obvious, Miss Rarity?"

Rarity moaned as Aloe began to work on her rump, taking extra time to work on her cutie marks.

"W-Why are you doing this...?"

Lotus blushed as she gently ran a hoof across Rarity's cheek, putting a displaced hair on her mane back into it's place. She looked Rarity straight into her eyes and got closer, feeling her panting breath on her muzzle.

"Oh Miss Rarity. After years of having to touch such a beautiful, perfect, exquisite body, but not being able to do anything else but massage it. You can't imagine such torture."

Unknown to the three mares, the gem around Rarity's neck began to glow a deeper red.

"We can't hold ourselves back anymore. We'd end up groping someone by accident if a single stray thought of you entered our minds."

Lotus traced her lips across the side of Rarity's opened muzzle.

"You're our best customer. The one who appreciates us the most for our work."

Rarity moaned as Aloe's hooves began to wander to her inner thighs.

Lotus gave a feather-light kiss on Rarity's right temple before pulling back to look Rarity in the eyes again.

"Do accept our gift...for being such a good customer?"

Rarity could barely look Lotus in the eyes, and she as being distracted with Aloe's hooves. She could only moan out her response. It wasn't like her to do this, but it felt so good!

"Aaahhh...yesssss..."

Lotus looked up and nodded at Aloe. The pink earth pony's hoof trailed over Rarity's tail, down her plot, and to her leaking nether. Her hoof gently rubbed across her slit.

"AAH-MMMMmmmmm...."

Lotus cut Rarity's groan off with a deep kiss. Her tongue took advantage of Rarity's open mouth and entered.

"Mmmhhhmmmmm...."

Aloe's hoof began to rub harder into Rarity's nether, the hoof now starting to divide to white lips and exposing the pink inside as her juices began to leak out more.

Lotus's tongue mingled with Rarity's until Lotus had to pull out for air. She panted as her eyes landed on her white her, which was now glowing a bright blue.

Licking her lips, Lotus wrapped them around the horn and began to run her tongue around it. It made her entire mouth tingle, like eating fizzy pop rocks.

Rarity was stumped. She had come into the spa in hopes of a simple ponypedia, but now she was getting more than she could have ever imagined! Her stomach tingled as Aloe continued to stimulate her pussy, her hooves, that were made to massage the body, now massaging her most sensitive area.

She whined when she felt the hoof leave her slit and the mouth let go of her horn.

"Unh, why did you stop...?"

Lotus and Aloe smiled, grabbing Rarity and flipping her over so that she laid on her back. Aloe grabbed her hindlegs and spread them, exposing her most private area to Aloe, slick with her wetness and now getting puffy, the blood flowing to them.

Aloe dived right in, her mouth wrapping around the mound and her tongue lapping at her inner folds. Her upper teeth rubbed against Rarity's clitoris.

"Ah! There! Right THERE! Oooohhh....!"

Lotus smirked at Rarity's drop in lady-like mannerisms. She went right back to Rarity's horn, but the unicorn's forelegs shot out and held Lotus back. The earth pony gave a confused look.

"*gasp* Ohhh, l-let me-mmh- p-pleasure you-oooohh. Get on the-UUHH *pant* table. Above me-EEeee."

Lotus understood what she was getting at. Pulling herself onto the table, Lotus backed up until her rump was over Rarity's head. The unicorn immediately grabbed Lotus's flanks and pulled her down. Rarity's tongue quickly went to her clit, licking circles around it before plunging her tongue into her.

Lotus whinnied in surprise at how aggressive Rarity was, but then she went slack in pleasure as she placed her forelegs beside Rarity's body to support herself.

Aloe looked up from the quivering slit in front of her and looked at the sight of Lotus's face as she was ate out by the fashionista. The way her face would loosen and then tighten as Rarity licked a sensitive spot. It was oddly arousing.

Aloe snaked a hoof in-between her rear legs and began to work at her clit, pushing and prodding it.

Lotus couldn't take it anymore! It was too good! She was just too good at this!

"Ooohhhh, Rarity, I'm going to cum!"

Rarity quickly pulled her tongue out of the delicious slit and nibbled on the clit, then wrapped her lips around it and pulled lightly.

"AAAHHHH!"

Lotus let out a pleasured scream as her body locked up from the pleasure, making her entire body tremble and she felt as though her heart was going to beat out of her chest.

Rarity opened her mouth and caught all of the juices and swallowed them.

Lotus shakily got off of the table and collapsed onto a massage table that was next to the one Rarity was on.

Aloe took control of the distraction to pull her muzzle out of Rarity's slit, who whined at the lack of stimulation. Aloe hopped onto the table and crawled across Rarity, kissing her clit, gaining a gasp, kissing her stomach, kissing her chest, minding the gem as she passed it, kissing her neck, lingering to nip and lick at it much to Rarity's pleasure, then finally reaching Rarity's lips, where they finally met in a powerful kiss, her tongue mingling with Rarity's. She could taste her sister's juices in Rarity's mouth, and it was turning her on even more.

Aloe lowered herself onto Rarity until their flowers touched, making them both moan. She began rocking her hips, making wet muffled noises as her labia ran across Rarity's clit.

Rarity began to hump her hips to meet Aloe's thrusts. She was so close, she just needed a little more stimulation.

Rarity used what magic she could to wrap itself around Aloe to redirect her thrusting. Rarity gasped and threw her head back when she felt Aloe's clitoris brush across hers.

"Oh! Miss Rarity, I'm gonna cum!"

"Please! Do it with me!"

Rarity and Aloe wrapped their forelegs around each other as Aloe's thrusting grew more sporadic and rougher, slick noises of slit against slit filling the room as it felt as though the temperature was going up.

Their grips tightened as they both let out a loud scream in pleasure, Rarity pressing her nether against Aloe's, feeling the quivering and tightening flesh of the pink spa pony's slit.

They both laid there, panting with a thin layer of sweat covering them. Rarity's slit throbbed from the orgasm that had rocked her entire body.

Lifting her head up, Rarity saw that Lotus and Aloe were both asleep, the pleasure having taken a lot out of them.

Unnoticed by her, the gem's glow lessened until it was back to normal.

Everything that had happened to Rarity had finally caught up to her. She had just been seduced by the Spa Twins.

She shot up, catching Aloe before she fell off of her. She caught her and held Aloe against her chest while she thought over everything.

She needed to get out of here and think this over.

Laying Aloe on the table, wiping the fluids up from the table and the Spa Twins with a towel, and quickly taking a dip in the hot tub to wash the juices and sweat off of her, Rarity unlocked the door to air out the stench, made her way to receptionist's area, laid a few bits down on the desk as a 'thank you', and quickly left. She felt bad for just leaving the Twins like that, but she needed to think this over.

Lotus woke up to the sound of the front door closing. She slowly got from the table she was laying on, her back cracking from being stiff, and looked around. The sight of her sister laying on a massage table with a blissful smile and the smell of sex in the air made Lotus remember everything.

She blushed hotly and held her hooves to her mouth.

"Oh my Celestia......what have we done?"

Author's Note: Finished. Man, took me forever to type this, especially since fused the first chapter and the second chapter together, which was purely by accident. I hope you guys liked the clop scene, since I'm not that experienced in writing them. And I think I might of ended up screening out the gem around her neck a little too much. I probably forgot about it by accident. I apologize for that. So, let me know what you though about this chapter.

It won't be the last clop scene. Lotus and Aloe were just appetizers for what will happen soon. If you got a pairing idea, let me know. It can range from just one partner to maybe two or even three! Maybe even MORE!!