“Okay, BonBon, here’s your three bits in change, and your pack of daisies and tulips. Have a great day!”

Roseluck waved after the departing mare, who was one of her many regular customers. Her flower stall had become a bit of a fixture in the Ponyville market over the years. Many of her customers arrived at the same day and time each week for their orders, which she had all but etched into her memory as well.

A quick glance at the nearby clock tower showed the time to be just shy of eleven-thirty in the morning. Ah, perfect! I’ll just record this sale and close up for lunch. Roseluck quickly deposited the extra bits into her register, recorded the sale in her ledger, and flipped her stall’s sign to the ‘Closed’ side.

Even with a leisurely lunch, I’ll have plenty of time to get back and freshen up before she gets here, she thought. A smile tugged at the corner of her mouth, but it disappeared as fast as it had appeared. Maybe this is the week I’ll finally say something… Eh, who am I kidding? I don’t stand a chance with a mare like—

“Roseluck?”

Her heart nearly skipped a few beats when she heard her name. No… That can’t be her!

The voice called out to her again; the melodic tone carrying the sound was unmistakable.

“Are you there Rose? It’s just me–”

Rarity.

Roseluck was so taken by surprise, her mind nearly ground to a halt. Oh Celestia, she’s early! She’s never early! What do I do?! She peered out from the front of the stall and immediately caught sight of the white unicorn making her way across the market towards her. Swallowing the growing lump in her throat, she choked out a greeting. “Oh, h– hello Rarity! Just… Just give me a moment, and I’ll be right with you!”

Without waiting for a response, Roseluck sprinted to the back of the stall and began manically rummaging through her saddlebags, searching desperately to find her brush and her hoof mirror. The items finally in hoof, she attacked her mane and tail with the brush, doing her best to work out the kinks and frayed ends that had accumulated over the course of the morning.

Oh, I hope this is enough... Her mind raced as she appraised her reflection in the mirror. She always looks so perfect, and here I am with a frizzy mane and the smell of a dozen different flowers and half the market all over me.

She peered out from behind the stacks of floral supplies and extra flowers that took up most of the space behind her stall. She could see Rarity near the front of the stall, her purple mane bobbing back and forth as the unicorn moved from one barrel of flowers to another. Perhaps I am over-thinking things, and she really is just here early for her order.

Roseluck’s gaze followed Rarity for a few more seconds before returning to her mirror. The pair of green eyes that stared back at her were an even mixture of excitement and anxiety. Sure, that should make sense at least - she probably is just here for more flowers, I think. But, if I’m wrong, what else could she be here for?

Her mind was all too happy to answer that question with images and thoughts that would have made Princess Celestia blush. Roseluck bit her tongue, the flash of pain re-focusing her runaway thoughts before her face was too flushed to escape notice.

For buck’s sake Rose, get it together. Whatever Rarity’s here for, you can’t hide back here all day. Just act normally and let it play out. She took a few deep breaths, put the mirror and brush away, and stepped back to the front of the stall to greet another loyal customer - and the subject of her wildest fantasies.

“Well, hello there, Rarity!” Roseluck walked around to the front of the stall to greet the other mare with the best smile she could muster. “I, uh… I wasn’t expecting you until later in the day. Was there something wrong with last week’s order?”

“Oh, not at all, my dear!” Rarity returned Roseluck’s smile with one of her own. “Last week’s flowers were just divine, as usual. I particularly loved the hydrangeas, too! Do you have any more of them this week?”

Roseluck’s mind unwound a bit, thankful for the innocent question. “I certainly do, and I’m glad you enjoyed them so much.” She chuckled a bit as she continued. “Though, I have to admit, you threw me off a bit when you ordered those; you hardly ever change your order.”

“Oh, well, I suppose I did break habit a bit...” Rarity paused for a moment, as if she were searching for the right words to say. “But, life is like fashion in that regard. Habits can get boring, and there’s no inspiration to be found in boredom.”

“Thank Celestia you’re in Ponyville then,” Roseluck answered, turning her gaze to the wide-open market around them. “There’s inspiration around every corner, it seems. Other than the rising of the sun and the moon, no two days ever seem to be the same here.”

Out of the corner of her eye, Roseluck noticed Rarity wasn’t moving; in fact, it looked as though she was lost in a daze, her bright blue eyes nearly glazed over. She quickly followed the unicorn’s eyes, and knew immediately that she wasn’t just staring off into space. Is… Is she staring at my flank?

It took nearly all of her willpower to keep her pulse down and her gaze locked on the market around her, instead of the blue orbs that she could almost feel on her now. Maybe she’s thinking? Or I missed a smudge of dirt on my coat? A smile tugged at the corner of her mind. Or maybe she really is staring at my flank. Well, only one way to find out…

Roseluck snapped her head back around to face the other mare. “I guess you’re breaking habit again this week, right?”

Rarity nearly jumped at the sudden movement. “O–Oh! Uh yes, I… Well, I suppose I am a here a bit earlier than normal.” She made a show of scratching her hoof and needlessly poofing her perfectly-coiffed mane, but the red tinge in her cheeks was unmistakable.

Hmm, well, no need to call her out on it, she mused as Rarity tried to regain her composure. Either this is really happening, or I’m reading between the lines more than even Twilight Sparkle could.

“Well, nothing wrong with coming by at a different time, of course,” she replied, taking a few steps closer to Rarity. “I was just about to close up for lunch, but if you need your order now, I can get it ready for you in just a few minutes.”

Roseluck could still see the lingering trace of a blush in the unicorn’s cheeks, and she had to fight off a blush of her own at the sight. After a few moments, a gleam passed behind Rarity’s eyes, as if some internal gears had just un-jammed themselves. She lifted her gaze to meet the Earth pony’s own, her flustered look replaced with a slightly mischievous grin.

“No, please, I won’t keep you from your lunch. In fact, I came by not for my order, but to ask for your help with my new line of Spring designs.”

“My help?” Roseluck replied. “Rarity, I’d love to, but I was never much of a seamstress, and I know much more about flowers than I ever will about fashion.”

“And that’s exactly why I need you– or should I say your knowledge of all things floral!” Rarity nearly threw the last words out of her mouth, which was turning redder by the second.

Roseluck’s heart nearly skipped a beat at the implications of the near verbal slip, but did her best to maintain a neutral expression. “Oh, well, that’s good to hear,” she said with a laugh. “You definitely don’t want me behind a sewing machine.” Shifting a bit to her left, Roseluck brought herself to stand nearly beside the unicorn. “So, you need some floral advice then?”

“Yes, in a way,” Rarity answered, her voice a bit shakier than it was moments before. Roseluck could see the concentration etched into the unicorn’s eyes, and the slight flush that had returned to her cheeks. At least I’m not the only one wearing a mask right now, she thought. Still, she can’t be after just fashion advice. Surely there’s something else at play here…

“You see,” Rarity continued, “I was in my inspiration room a few days ago, re-doing the sketches for my Spring line for what felt like the thousandth time...” She shook her head to emphasize her point. ”I simply couldn’t get them where I wanted them, and I was at wit’s end trying to figure out why!”

“Oh—” Whatever response Roseluck had died on her lips as her nose caught a heavenly smell. Rarity’s display of fashion frustration had tussled her mane a bit, and Roseluck’s mind was now awash in a mixture of orchids, plums, and what she could best describe as a velvety musk. I’m not sure if that’s shampoo or perfume, but whatever it is, I love it. Her green eyes lost focus for a moment as her mind drifted in the sudden - and very welcome - smell.

“You were saying, Rose?” Rarity’s question broke the almost Zen-like moment, and it was Roseluck’s turn to fight back a blush. Her eyes met Rarity’s for a split-second before darting down to a now very interesting patch of grass. But a split-second is all it took for Roseluck to see the smug grin that had crossed the unicorn’s lips.

Well, I guess that makes us even now - one slip-up a piece. The question is… Are we both playing the same game here? Roseluck steadied herself once more and brushed a stray lock of her red mane out of her eyes as she looked up.

“Oh, I’m sorry… I guess I let my mind wander for a second. I, uh, I was just going to say that I can see how starting and re-starting your design sketches would get frustrating after a while.” Roseluck took a half-step back as she spoke, making sure to gently bump her side into Rarity’s as she did so. “I sometimes get the same way with my floral arrangements - especially when I realize that the one flower that I need to pull it all together isn’t close-at-hoof.”

The brief moment of contact sent a warm shiver through her yellow coat; a similar reaction caught Rarity as well, if the slight twitch in her tail was any indication. The unicorn turned to look at Roseluck again, her smug look replaced with one of recognition.

“Ah, then it seems that the two of us are about on the same page then. Marvelous! You see, I finally realized that the one thing missing from my designs were flowers. But, I’m afraid I’m not very good at picking out the appropriate flowers for each piece.” She waved a hoof for emphasis as she continued. “Why, without your expertise, I’d have nothing but daisies in my house every week anyway. So, naturally, I thought of you first once I realized what the key to my Spring line was.”

Was she thinking of me, or the inventory? Roseluck paused for a moment to let that question turn over in her head. Hopefully, a bit of both...

“That’s very kind of you to say, Rarity.” Roseluck leaned forward and gently placed a hoof on the unicorn’s withers. “Like I said, I’m almost useless with a needle and thread, but if flowers are what you need, then I’ve got you covered.”

Rarity smiled playfully as she slipped out from the other mare’s grasp, making sure to lean in for a close brush of her own. “Oh, I am so looking forward to this, Roseluck.” The look in her eyes just then was anything but innocent, sending shivers through Roseluck’s spine. “Between the two of us, I’m sure we’ll have the ensembles coming together in no time at all.”

As she stepped past, Rarity shifted her tail, allowing its perfect curls to brush gently over the long, red strands of Roseluck’s own tail. The sudden contact nearly turned the florist’s legs to jelly, and it was all she could do to stay upright and balanced at the moment.

“I’ll see you at around six-o’clock then?”

Roseluck smiled back at the departing seamstress.

“It’s a date.”

Framed by the light of the evening sun, the clock tower showed less than ten minutes to spare as Roseluck made her way past the town square, on her way to the Carousel Boutique. She kept up a leisurely but consistent pace, trying her best to arrive on time, but not too early. At least time is moving at a normal pace now, she mused as she replayed the day in her head.

After Rarity’s lunchtime visit, the rest of the day had dragged on at what seemed like an agonizingly slow pace. Roseluck would have sworn that Celestia had picked this of all days to slow the sun’s progress across the horizon. She handled her usual customers for the day, as well as a few others that stopped in for flowers, but her motions were purely mechanical; her mind was elsewhere, replaying her conversation with the fashionista over and over again.

The last customer for the day had barely paid for their goods when she closed up her stall and bolted for her home just across town. There, she had repacked her saddle bags with as wide of an assortment of flowers as she could manage, along with various ribbons and accessories that were intended to craft everything from corsages to full bouquets. After freshening up a bit - and dabbing on a bit of her rarely used perfume - she set out for Rarity’s shop.

As she neared the final turn before reaching the boutique, she stopped and checked her bags for what seemed like the hundredth time, smiling mischievously when she reached the small pouch of ‘overnight essentials’ that she had tucked away into the very bottom of her bags. Just in case...

Roseluck turned the final corner and walked the last few steps to the front door of Rarity’s shop and home. Noting that the sign in the window read ‘Closed’, she knocked instead of walking in. She caught her reflection in the polished silver door knocker, and quickly checked her mane for loose strands, as well as the little bit of makeup that she had put on before leaving her home.

The door opened suddenly, and Roseluck nearly jumped in place. “Oh, hey, Ms. Roseluck!”

Not seeing anyone in front of her, Roseluck looked down a bit to the source of the unexpected greeting. “Oh, hello there, Sweetie Belle. How are you today?”

“Just fine, thank you. Sorry if I scared you.”

Roseluck nearly stammered for a moment before smiling sheepishly. “N– No, you didn’t. I guess I just wasn’t paying attention, is all.”

“It’s ok,” the filly replied cheerfully. “Rarity told me you were coming over, and I was just on my way to Apple Bloom’s place for a sleepover. We’re going to work on getting our cutie marks in professional hoof wrestling!”

Roseluck processed that for a moment; she couldn’t decide whether she should be merely concerned, or deathly terrified of the potential outcomes of the fillies’ latest plan.

“Well, I better get going,” said Sweetie Belle. “Rarity’s expecting you, so come on in!”

Roseluck smiled warmly at the filly and offered her a small hoofbump. “I think I will do just that, thank you. Have fun with your friends!”

“You too, Ms. Roseluck!” Sweetie Belle called over her shoulder as she trotted away down the street.

Roseluck turned and peered at the open doorway, which was bathed in shadow from the setting sun. Her mind began to race as fast as her heart as she considered just who was waiting for her on the other side.

The dress designer for fashion models and royalty, the embodiment of generosity itself, and the most beautiful mare I’ve ever seen. Despite the mild temperature, she could already feel a kind of warmth spreading through her upper body. Either this will be the most awkward business call I’ve ever been to... her heart nearly skipped a beat as she finished her thought, ...or Sweetie Belle won’t be the only pony having a sleepover tonight.

Roseluck surveyed the room as the front door softly closed behind her. As she expected, the layout of the room reflected the methodical nature of its owner. Pillows and chairs were arranged around some tables, the latter of which offered fashion magazines and the latest celebrity rag sheets to guests.

The far wall sported a neatly arranged row of mannequins, each wearing one of the many elegant pieces that had turned Ponyville’s resident seamstress into the go-to designer for the Canterlot elite. An expansive counter dominated the near wall; a register sat quietly on one end, while a garment rack filled with completed orders sat on the opposite side.

But what caught her attention most was the glass case that made up the center of the counter. Roseluck stepped closer and stared wide-eyed at the impressive selection of hats, scarves, and other accessories that filled both of the case’s shelves. She was so enthralled with the beautiful wares, she never heard the closing sound of hoofsteps on the plush carpeting.

“See anything you like?”

Roseluck’s mind jumped at the sing-song tone behind the voice. Refocusing her eyes, she caught Rarity’s reflection in the glass for a moment. Yep, she’s definitely staring at my flank. She slowly turned to face the unicorn, throwing just a bit more motion into her hips than was strictly necessary in the process.

“Indeed I do,” she replied. “They’re all so beautiful… Even if I could decide on just one though, I’d never have the extra bits lying around to just buy it.”

“Tell you what,” Rarity replied as she stepped a bit closer, “if this works out as well as I hope, please pick whichever you like and keep it.”

A blush spread across Roseluck’s face before she could even think to stop it. “A– Are you sure? There’s really no need to do all of that.”

“No worries at all, darling!” Rarity leaned in a bit, her voice taking on an almost husky tone. “Element or not, you’ll find that I can be very generous when the situation calls for it.”

Oh, she's good... Roseluck chuckled a bit as a hundred different responses rolled around in her head.

She had only just arrived, but the professional veneer of her visit was quickly wearing as thin as the veil of innocence that covered nearly every word that she exchanged with Rarity. She could feel the flush growing through her face and neck, and a small bead of sweat was just beginning to dampen the back of her mane; any argument that her mind may have made to hold her back had all but crumbled beneath the rush of blood through her veins, and the slowly building heat in places she hadn't thought about in far too long.

But I can play too...

“Well, before you give me half of the store, perhaps you’d like to see the wide variety of flowers that I brought for your dresses?” She drew close enough to Rarity that her voice was barely a whisper in the unicorn’s ear. “I thought it would be best to take a look at everything that I have to offer.”

“O—” Rarity’s breath hitched audibly. Roseluck had barely moved her head back when Rarity turned towards her, their muzzles now mere inches from touching. Time nearly stood still for Roseluck as she lost herself in the fashionista’s stare; her green eyes reflected back in the deep pools of blue that seemed to be staring straight through her. They simply stood there, lost in each other’s stare, panting warm breath over each other’s nose, unable to say anything coherent.

Rarity was the first to get her voice back to a functional state, though her stare remained unbroken. “Th– That would be lovely. So... Shall we take this to the showroom then?”

“Yes, let’s…” Roseluck replied. Although right here on the counter would be fine by me… she added as a sultry afterthought.

Finally breaking the near trance they were in, Rarity turned and padded across the room, adding much more swing than was necessary to her hips with each step. Roseluck followed behind, taking immediate advantage of the opportunity to get in a few stares of her own. I could stare at those flanks all day and never get bored– Oh my...

Roseluck’s brain nearly ground to a halt as she took in the sight before her. Rarity had begun swishing her tail back-and-forth as she walked, offering Roseluck a brief peek at her most intimate of places with each step. Rarity's tail may as well have been one of the famous charm snakes from Saddle Arabia, for she was completely hypnotized by its movements.

Her eyes followed each swing from top-to-bottom, moving up Rarity's svelte hind legs and flowing seamlessly over the unicorn's perfectly-shaped haunches before reaching its apex at the deep yet incredibly smooth curve of her hips. And in the middle of each swing, she'd catch the faintest glimpse of Rarity's marehood, its soft, pink lips standing out against her alabaster coat. Roseluck's eyes followed the tail like a metronome, but her heart was racing faster and faster with each glimpse.

Roseluck was so enraptured, she barely noticed where she was even walking. Only a sudden drop in the lighting caused her to tear her eyes away from Rarity's rear-end and survey her surroundings.

"Just put your things down over there, darling." Rarity's voice called out to her as the unicorn continued to walk across the intimate, but well-appointed showroom.

The florist stared after Rarity for a moment more, drinking in every inch of the view before the unicorn disappeared around a corner. Shrugging out of her saddlebags, Roseluck gently dropped them against the wall before opening the clasps to allow easy access to the plethora of flowers that they held. She had just turned around when Rarity re-emerged with two glasses of red wine held gently in the blue glow of her magic.

"Good fashion goes hoof-in-hoof with good wine, I think." Rarity crossed the fairly cozy room in a few steps and gently levitated one glass toward Roseluck. "I find that I tend to do my best work after a glass, to be honest."

Roseluck smiled playfully as she accepted the glass. "So, what are we drinking to?"

"To friends, of course..." A sly grin tugged at the corner of Rarity's mouth. "...And the successful fusion of flowers and fashion."

"I can drink to that," Roseluck replied as she clinked her glass together with Rarity's before gingerly sipping from the glass. She sighed happily as the wine washed down her throat. "Wow, this is really good! I've never tasted anything like it!"

Rarity mirrored her look of satisfaction as she swallowed her first sip as well. "Oh, this is one of my favorites. It's a limited run varietal from Chateau Ste. Marechelle." She took another sip of the deep red wine. "Hard to get out here in Ponyville, but I have some fashion contacts in Seaddle that hold a few bottles for me every year."

"Hmm..." Roseluck hummed as she swallowed another sip, "Well, you can count me as a fan, that's for sure. I'll have to go by Berry's store and ask if she can add this to her request list." She put her glass down on a nearby table as Rarity finished another sip of her own. "So, where to begin then?"

Rarity smiled as she levitated her own glass down. "Well, I normally use mannequins for this sort of thing, but where accessories are concerned, I find it's best to look at them on a live pony." She motioned for Roseluck to follow and began to move to the front of the warmly lit room. "Since it's just the two of us here, I'll model some outfits, and you can try out some different flowers with them."

Roseluck's mind was quickly awash in a haze of suggestive thoughts, but she kept her voice even for the moment. "Sounds like a plan... We can start whenever you're ready."

"Splendid!" Rarity replied. She waved Roseluck towards a nearby couch, and the florist sank into the plush cushions while Rarity continued forward; she stepped up on a small raised platform that sat in front of a bank of gleaming mirrors before rounding an unseen corner near the wall. "Just relax, Rose, I'll be right back."

The soft hum of a tuneless melody joined the sounds of rustling fabrics as Rarity worked out of sight. Roseluck took the opportunity to sneak off of the couch and retrieve her saddlebags, making a quick detour to take a rather large pull from her wine glass along the way. After placing her things on the floor in front of her, she settled back into the dark blue embrace of the plush couch. Roseluck fidgeted in place, adjusting the position of everything from her legs to her mane and tail as she tried in vain to calm the butterflies in her stomach.

A couple of minutes passed in similar fashion; Roseluck's attempts to slow her pulse were thwarted both by the angelic sound of Rarity's continued humming and the increasingly sordid images that were clouding her mind and slowly building a fire in her core. Finally, Rarity's voice rang out from behind the back wall.

"I'm ready, Rose!"

I just hope that I am... Roseluck thought to herself as she adjusted herself one more time. "Ok, Rarity!"

The carpeted stage was bathed in a soft glow as a series of lights that were set into the edges of the platform and the back wall were slowly raised. After a moment, Rarity stepped out from behind the wall, and Roseluck's breath hitched in her throat as she took in the sight before her.

Displaying the same poise and posture that only a practiced model could achieve, Rarity stepped towards the front of the stage. The pale yellow dress flowed around her legs like water as she walked, while iridescent threads woven into the fabric sent shimmering waves of pink, green, and powder blue radiating out with each step. A gleaming round gem rested against the white fur of Rarity's neck, it's enchantments giving off a similar glow to the dress itself.

Roseluck could only stare as Rarity reached the front of the stage and slowly turned away from her. A pastel rainbow danced across Roseluck's eyes as the stage lights caught the embellishments in the dress; to the florist, it was like a private viewing of the summer sun celebration.

Rarity completed the turn, presenting her back to her one pony audience. Roseluck's heart began to race as her eyes traced the hemline over the unicorn's rump. A smaller gem, enchanted in the same manner as the one serving as the dress's clasp, sat just above her tail. The delicate fabric flowed away from the glimmering clasp, cascading over her haunches, and framing the rest of her tail in a sheer yellow curtain.

Her back to the room, Rarity took a few slow steps back up the stage; Roseluck was nearly drooling out of her open mouth as she watched the dress swing gently with each step that Rarity took. Thanks to their position on the stage floor, the stage lights were in a perfect position to catch the clasp on the rear of the dress, and the few smaller embellishments that had been spaced evenly through the hemline.

Dear heavens, am I dreaming this? she asked herself. Her heart was nearly pounding against her ribcage as she continued to stare up at the stage. Rarity's slightly-concealed flanks continued to sashay away from her, teasing Roseluck more and more with each measured step.

Roseluck knew that Rarity could turn at any moment and catch her staring, but she was well past the point of caring. Let her catch me, she thought. After this display, I want her to see me staring at her...

As if she heard the earth pony's very thoughts, Rarity turned around once more. Her blue eyes locked on Roseluck, she re-traced her steps to the front of the stage. She languidly crossed her forelegs with each step, giving her an almost cat-like appearance as she drew nearer to the stage's edge. Roseluck's mind was completely obscured in a lusty haze as the small fire in her core grew stronger and hotter with each second.

Rarity reached the end of the stage and stood tall, presenting herself in a slightly-off center angle that only a trained model would know. "So, darling, what do you think?"

Roseluck was so entranced, she didn't initially respond. A gentle cough from Rarity broke her trance though, and she scrambled to respond. "Oh! It's... I mean you're–"

"Speechless?" Rarity replied with a smile. "I'll take that as a compliment then, Rose. After all, I do like to see each of my designs stop traffic, as it were." She relaxed her posture a bit as she continued. "So, you've seen the dress... Any recommendations from Ponyville's best florist?"

Roseluck smiled at the compliment, and at the myriad of erotic and obscene 'recommendations' that sprang to mind. "Oh yes, definitely!" Her voice grew slightly muffled as she began to dig through her saddlebags. "I'm, uh... I'm sure I can find just the right... Umm... Ah, there we go!"

An array of flowers and accessories in her mouth, Roseluck pushed her saddlebags to the side and slowly ascended to the stage, placing the assorted items on the floor next to her. "Where should I start?" she asked.

"Anywhere you like, Rose." Rarity turned her brilliant eyes to Roseluck again. "This is your canvas now."

Roseluck felt her heart nearly skip a beat at those words, and she had to fight to keep her legs from buckling on the spot. As she stepped closer, she could feel the first few drops of her arousal slowly soak into the whisper-thin fur around her own marehood.

Anticipation, adrenaline, and uninhibited arousal coursed through her veins now, her mind all but lost in a haze of desire as the fire in her core spilled over her like a lava flow. Roseluck leaned in, bringing her half-lidded gaze in line with Rarity's own. She leaned closer still until only a scant few inches separated their lips.

This is it... This is really about to happen... The thought raced through Roseluck's lust-filled mind as she craned her head up slightly, softly brushing her muzzle against Rarity's ear. Her voice dropped to barely a whisper, though it spoke of nothing but pure desire.

"Then let us begin."

Author's Note

Well, here we go... My first mature fic. Again, a hat tip to Loyal, who gave a nudge of his own to convince me to try my hand at writing a mature fic, instead of just pre-reading for one. ;)

As always, feedback is welcome and appreciated - especially in this case, as I haven't tried to write this genre before. Even if you hated it, please drop me a hint or two on how I can improve in the future. :)