The Gauntlet of Seductive Guardians

by Darkryt Orbinautz

Slime Time

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Tali and his horse made their way through the forest.

Tali, grimacing, looked behind him. “I wonder how long it will take Fluttershy to get free ...”

His horse whinnied, dismissing his complaint.

“Hmm.”

They continued on their path. Eventually, the forest and woods faded around them, the dirt underneath them being replaced by rocks and cobblestone. Tali grew concerned for Talon's well-being as the horse's hooves traveled over the disorganized stone piles, but Talon seemed undisturbed by the shift from dirt to rock.

“Wait.” Tali noticed something. He pulled on Talon's reins. “Stop here. The stones here look coarse enough for polishing.”

Talon did as told and Tali dismounted him. Tali walked over to a selection of brighter, grey rocks. He sat down among the stones and pulled out his sword. Stabbing it into the side of the had tarnished its edge. Tali picked a stone up and began scraping it against the side of his sword.

After making a few passes, he set his sword in his lap, putting the stone down. He looked up to the sky, thinking about when his uncle gave him this sword. He could still remember the day …


Tali, in his room, practiced another brush stroke on the sheet of papyrus laid out on his bed, doing his best to copy the penmanship of the scroll lying next to it. He moved the brush again, trying to replicate the feelings of the letter he was copying. How each brushstroke, each swipe of the author's pen, carried within it power and meaning. How the shape and size of the lettering itself spoke words and emotions, of pleas and questions, just as much as the words themselves.

“Tali!” Talon's voice thundered throughout the castle. “Tali! Where are you?”

“In my room, father!” Tali shouted, his attention still fixed on the scrolls as he attempted another brushstroke.

Talon came into the room, not bothering to knock and swinging the door wide open. He looked at his son, sitting on his bed with parchment, brushes, and a pot of ink.

“What are you doing?” Talon asked, marching up to the side of the bed. He glanced the content of the scrolls and put a hand over his forehead to hide from the reality. “Not more of that caligrey?”

“Calligraphy, father.” Tali corrected him. “And yes, I am.”

Talon groaned. “Is that why you asked to borrow the letter that the duke of the eastern province sent? So you could practice … calligraphy?”

“Yes, father, it is.” Tali answered. He curled up the letter and held it up for his father to see, buzzing with excitement. “Look, father. Look at the words the duke's messenger wrote. He has such a way with a pen. Do they not speak? The size, the shapes, the angles of the letters … why, it's almost as if, if I dare say, it was art. Every detail is important.”

Talon drummed his forehead. “Isn't the purpose of words to speak?” He grabbed the duke's letter, taking it from Tali's hand, and tossing it away, where it fluttered onto the bed. Tali looked down at the bed, knowing he had earned his father's disapproval.

“Calligraphy is no skill to be learned by a future king.” Talon said. “What good is it to know fourteen different ways to write a word, so long as least one of them is legible?”

Tali shrugged, tossing his hands in the air. “I guess you just don't appreciate art, father.”

Talon shook his head. “Never mind that. My brother is visiting.”

“Your brother?” Tali's head perked up. “Uncle Theo?”

Talon nodded. “Come. I am certain he would like to see you during his visit.”

“I would like to see him.” Tali swung his legs around and bounded off the bed.

Talon rolled his eyes. “I don't understand why two get along as well as you do.”

Perhaps because he doesn't belittle my interests nearly as much as you do. Tali thought, though he would never in a thousand years work up the nerve to say such a criticizing statement of his father out loud.

Talon led Tali down the hallway to where Uncle Theo was waiting for them. Theo was almost a mirror of Talon, though his hair and beard were more unkempt and a darker shade.

“Ah, brother!” Theo said, welcoming them with open arms. “It is good to see you again.” Theo walked up and embraced Talon in a hug. Talon rolled his eyes and grumbled quietly, annoyed with Theo's insistence on public displays of affection.

“How are your lands, brother?” Talon asked.

“Fine, fine.” Theo said.

Theo's eyes rolled towards Tali. “Ah, and Tali is here, too! Come here. It would be remiss of me not to pay attention to you.” Theo separated from Talon and scooped Tali up in a bear hug, lifting Tali off his feet. Tali, unlike his father, enjoyed Theo's affection and returned the hug.

Theo let Tali down and ruffled his head. “My, you've grown since I saw you last.”

“Yup!” Tali nodded. “A whole … three inches.” Tali shifted his foot, nervous. “Which, you know, isn't bad for … a whole year.”

“Tali? I don't understand. You seem upset about this. Why, if I could grow three inches every year, I could pluck apples from the trees without ladders in a few years' time. Care to explain to your dear old uncle?” Theo said.

“Well … it's just that my father has said that a king needs to stand tall, to stand proud. And they have to stand tall if they want to stand proud.”

Theo gave Talon an amused look. “I see.” Theo ruffled Tali's head again. “I'm sure you're just a late bloomer.”

Theo leaned down and whispered to Tali.

“And just between you and me, we could always get you a pair of stilts.” Theo winked, and Tali laughed at his suggestion.

“Enough jokes.” Talon said. “I would hope there is some reason behind your visit, Theo.”

“What?” Theo said. “Simply wanting to see my family isn't reason enough to visit?”

Talon made a noncommittal grumble, not answering Theo one way or another.

“That's so like you, Talon. Always so serious and businesslike.” Theo said. “But now that you mention, yes, I do have a reason for coming here. Tali, I have something I want to show you. Come. This way.”

Theo beckoned Tali to follow him. They went further down the hall. Talon followed them.

“Er, would you mind standing back for a moment, Talon?” Theo asked. “I want this to be a special moment between me and Tali.”

Talon nodded, raising his hands to show he could comply. He stepped backwards, moving far enough away from them to give them some space while still close enough to keep an eye on them.

Theo got down on one knee, bringing him closer to Tali's eye level. He reached into his cape and pulled out a sword, of moderate length with an ornate and decorated handle. He presented it to Tali, holding it up flatly and raising it up to Tali as if he was a lowly squire rather than the brother of a king.

“Here.” Theo said. “I want you to have this. I had my best, most talented smith forge it with only the best metals available in my lands, just for you.”

“Just for me?” Tali asked, overwhelmed with emotion as he took the sword from Theo's hands. This was a momentous occasion for him.

Tali pulled the sword out from its sheath and held it up. “Wow. It's almost an exact match for my measurements!”

“Indeed. I had my smith tailor it to your exact dimensions … barring a three-inch margin, of course.” Theo said with a cheeky wink. “I'm aware Talon has yet to see fit to give you a sword, so I thought it would make a nice gift for your birthday.”

“You're aware his birthday isn't until tomorrow, yes?” Talon asked.

Theo shrugged. “So it came a bit early.”

Tali sheathed the sword and held it close to him. “Thank you, Uncle Theo. I will value this possession to my olden years.”

Theo nodded and stood up. “I'm glad to hear that you like it, Tali.”

“Theo?”

Talon walked up to them, interceding himself between Tali and Theo. He shot Tali a glare before focusing on Theo. “If you two are done having a moment ...” He placed a hand on Theo's shoulder. “May I talk to you for a minute?”

“Sure, but whatever for?” Theo asked.

Talon spun Theo around, ushering him out of the room. “Let's just say there is a reason I've yet to give Tali his own sword.”
Talon wheeled Theo into an adjacent room. Despite knowing he probably shouldn't, as it was rude to eavesdrop, Tali followed behind them, placing himself on the edge of the door frame to listen in on their conversation.

“A sword?” Talon asked with outrage. “What were you thinking? Tali doesn't know what to do with a sword!”

“Perhaps that's because you haven't tried hard enough to teach him.” Theo said.

Talon grumbled and shook his head. “It's more than that. The boy is too … soft for his own good. He's frail and fragile. In some ways, he's more like a maid than a prince.”

“Well, at least when he succeeds you, you know he'll keep the throne room clean.” Theo said.

“This is no joking matter, Theo!” Talon said. “A king has to be strong. To be prepared to fight for his people against his enemies! How will he rule if he cannot abide by the rule of a sword?”

“Why, by the rule of law, I imagine.” Theo said.

“Why, just the other day, I took him and the knights out hunting. He drew his bow at deer, fired, and he missed! At his age, he should have the skills with a bow to shoot an animal in order to get food by now!”

“Perhaps he wanted to spare the deer. After all, it had done him no wrong, had it?”

Talon sighed. “Knowing Tali, that's definitely possible … still, what kind of king is not willing to kill for his country? For his people? For his men? What will the knights do when, once Tali has become king, he is unwilling to kill for food for them? It's a weakness.”

“On the contrary, I think mercy is an admirable quality in a king.” Theo said. “Perhaps, rather than hunt for the the knights, he'll tend a farm and raise potatoes and grapes.”

“Don't be ridiculous. I'm serious, Theo! How will he defeat his enemies if he's unwilling to take up arms against them?”

“Perhaps he'll defeat them with words instead of blades.” Theo said. “Don't underestimate the power of diplomacy, brother.”

Tali walked away from the door, having heard enough. He rested against the wall and sunk to his knees.

Theo and Talon were right.

I could have killed that deer. Tali thought to himself. But I didn't. I didn't want to. So I missed my shot on purpose. It didn't do anything to me. It … it was wrong to try and kill it.

Tali sighed to himself. He had a softer side to him than Talon and most of his knights did. Most days, he reasoned he was simply born without the bloodlust and masculine need to “prove” himself most of the knights had, and it was fine. He could get by by other means than hunting and fighting. But hearing Talon speak, it would make one think the moment Tali ascended to the throne, the entire kingdom would collapse in an instant.

Tali heard the clatter of moving armor. He looked up to see a few knights walking down the hall, sharing their exploits, and was overcome with a sense of dread when he saw who was he leading the pack – Garth. Garth was a respected knight who never missed out on the chance to heckle Tali for being a thinker instead of a doer, and a talker instead of a fighter.

“So there I was, facing down the wildebeest, when I grabbed my sword and – huh?” Garth said, seeing Tali in the hallway … with a sword.

“What's this?” Garth asked, bending down and picking up the sword.

Tali got to his feet, enraged. “Excuse me. That's mine.

Garth raised an eyebrow, looking at Tali as if Tali were crazy. “Yours, huh?” Garth examined the sword, holding its handle up to his eye. “Hey guys, Tali has a sword, if you can believe it!”

The rest of the knights engaged in laughter.

“It is mine.” Tali said. He tried to take the sword back from Garth, but Garth lifted it up, playing keep-a-way. “My uncle Theo gave it to me just today.”

“Really?” Garth asked, still incredulous. “Your uncle gave you a sword?”

“Yes. It's an early birthday present. Now give it back!” Tali swiped at the sword, but Garth spun around, leaving Tali to stagger.

Tali balled up his fists, his anger overcoming him. “As the Prince of Maretonia, I demand you hand me back my sword now!” He pointed at the floor and stomped his foot.

Garth gave Tali a filthy glare. Tali had rarely, if ever, talked back to him, much less invoke his status as the king's son before, and doing so filled Garth with a sense of indignation. Soft-spoken, easily upset Tali, finding the nerve to raise his voice? Unthinkable.

“Since when did you grow a backbone?” Garth asked.

“What's going on out there?” Talon shouted from the other room.

Garth glared at Tali, who bore a smug smile. Even if Tali couldn't intimidate Garth, and he wasn't always on the best of terms with his father, there was no way Talon would tolerate Garth taking Tali's sword away from him, no matter how respected he was as a knight.

“Nothing.” Garth said, handing the sword back to Tali. Tali, understandably, was quick to snatch the sword away from Garth the minute it was within reach.


Talos prodded Tali's head with his nose, bringing him back to the present.

“Wha, hmm?” Tali asked, shaking his head and coming face-to-face with his horse. “Oh. I must have been daydreaming.” Tali rubbed his horse's nose to apologize. He scraped the rock along the sword, finishing his sharpening work before sheathing the sword and climbing up onto Talos, patting him to signal to the horse to move.

They continued their journey. Their trek through the forest was by and large boring and uneventful, with nothing of significance happening until a large, grey, steel building came into view.

Tali drew his horse closer to it,.

“What is this building?” Tali asked, looking up and being amazed. “It appears to be a fortress made of steel! But such a thing would be … impossible, wouldn't it?”

Tali commanded his horse to go nearer to the building. Approaching the steel construction, Tali found the entrance to the building, a wide, tall door, obviously meant to allow several persons entry at one time.

Tali climbed down from his horse.

“Wait here.” Tali instructed Talos. “We have no idea what could be lying in wait inside this building, and if something happens, I don't want you getting hurt.”

Talos snorted, dismissive of Tali's worries. He nonetheless obeyed the orders of his rider.

Tali went inside the building. It was a large complex, with iron crates and metallic pillars spread throughout the building. Some of the crates had their lids lifted off and laid down, revealing the crates were empty. It was a dim, but no so dim Tali couldn't see.

“What was this place?” Tali wondered.

Not taking any chances, Tali pulled out his sword and shield before making his way further through the building. As he ventured deeper, he became tense. He was expecting something to hop out from a hidden corner and frighten him. A mouse startling him by scurrying in front of him, a trap for him to trigger, or a monster jumping out from behind the corner. But nothing of the sort happened, which made him more worried and frightened. His tension rose. He knew there must be something in here, his sense of fear told him so, and for him to get as far he was without encountering anything made him more fearful of what it could end up being.

At least if a mouse were to cross his path, he could let go of some this tension by shouting in alarm.

Tali turned around, pointing his sword at the darkness to warn any would-be ambushers of his intent to fight and defend himself. Seeing nothing, he turned back towards the far end of the building. This time, he noticed racks for storing weapons on the wall. Perhaps this place was an armory.

Tali squeezed his way between two pillars. He halted, coming to face what he knew must have been the next one of the Guardians.

It was a woman. An attractive, shapely woman, with long, curled purple hair, long legs, and a bust around the same size as Fluttershy's. She wore a white dress, similar to Celestia's, though her's had golden trim on it. She herself looked normal, human, even.

But she resting on a bed of purple goo, a massive, round collection of gelatinous slime, which bobbed up and down with her movements. The mass was almost a perfect sphere, except for its bottom, which spread and flattened against the ground.

Observing the woman, Tali could see she was sound asleep, based on the sound of her heavy breathing and the way her chest was rising up and down. The slime rose and fell in time with her breaths.

Tali looked around the area. He could see the door leading out to the other end of the complex not too far behind the Guardian.

Tali put his shield and sword away. He believed if could sneak by the Guardian without waking her up, he could make it to the door and the other end without a fight.

Tiptoeing, Tali walked past the slime. As he passed by, his close proximity to it made him feel uncomfortable. It could wake up at any moment. Luckily, he was able to get by without disturbing it and reach the door.

Tali breathed a sigh of relief, wiping some sweat from his forehead. Congratulating himself in his head for a job well done, he grabbed the knob of the door and pulled.

The knob made an audible click.

Tali jumped back as a large tentacle made from the purple slime zoomed over his head and slammed the door, keeping it shut. Cowering in fear, he turned his attention back to the Guardian, where the tentacle was reaching from it.

The woman resting on top of the slime was waking up. Sitting up, she stretched out her arms and yawned, covering her mouth.

“You should have woken me up, darling.” The woman said, rubbing the sleep out of her eye. “It's unbecoming of a lady to let a guest exit her house without saying hello.”

“House?” Tali asked. “This is your house?”

“Mmm, it's where I reside during the Summit, at least.”

“So … what is it, really?” Tali asked. “This place, I mean.”

“It's a metal-reinforced barracks. Celestia's soldiers train and make their weapons here. They clear out when its time for the Summit, though, to make room for me. Oh! Where are my manners? I haven't properly introduced myself.”

The tentacle holding the door lifted off. Before Tali realized what was happening, the tentacle wrapped and coiled itself around his torso, coiling his body and lifting him up. The tentacle retracted into the slime, pulling him towards the Guardian.

The Guardian shifted on her slime bed slightly and turned towards Tali. “How do you do? I am Rarity. Who are you?”

“T-Tali.” Tali stuttered out. “Prince Tali of Maretonia.”

“Ooh, a Prince!” Rarity squealed. “Tell me, Tali, what's a cute prince like you doing all the way out here?”

“I come … in search of Celestia's crown.” Tali answered. “To prove myself.”

Rarity frowned. “Oh, is that so? And I was so looking forward to get to know you. I don't suppose there's anyway I could persuade you to leave without the crown?”

“My mind is made up.” Tali said. “I am determined. I will not be swayed from my course, and there is nothing you could say or do to convince me otherwise!”

“Really?” Rarity asked. She gave a dark, amused chuckle. “We'll see about that. You see, I have this special ability … it's something I'm quite proud of, actually. You see, I can extract the truth of a man's being from any man. I could tell you things about you that you don't know about yourself.”

The tentacle holding Tali moved him around to the other side of the slime. The slime coiled tighter around Tali, wrapping him in more layers and slowly reaching towards the lower half of his body.

“Now, let's find out if you're really a prince, hmm?” Rarity asked, raising an eyebrow in amusement as she crossed her arms.

The tip of the tentacle holding Tali raised up and slinked further down. It proceeded to undo Tali's the ties on Tali's pants, pulling them down, as well as his undergarments, exposing his equipment.

The tentacle proceeded to enveloped Tali's equipment. Tali grunted when the tentacle began to suckle.

“Hmm … let's see.” Rarity tapped a finger to her chin as her tendril suckled Tali. “Royal blood, so you weren't lying about being a prince … young man, eager to prove himself … oh! Not on the best of terms with your father, are you?” Rarity asked knowingly.

“N-no.” Tali admitted, shifting uncomfortably as the tentacle continued to suckle him.

“And in desperate need of a woman's touch … in more ways than one, and not all of them sexual … and a mother's guidance.”

Rarity's tone turned solemn. Rarity looked at Tali, genuine sympathy showing in her waving eyes.

“He blames you, doesn't he?” Rarity asked. “Your father blames you … for her. That's why you're not on the best of terms. That's why you feel that no matter what you do, he'll always feel a sense of distance to you.”

Tali turned away, remaining silent. He grew eager to change the subject. “Hey, could I ask you a question?”

Rarity chuckled. “If you like, though I am under no obligation to answer.”

“Where did you get the dress? It's almost like Celestia's, but her servant was wearing something completely different when they visited Maretonia ...”

“Oh, this?” Rarity gestured at her dress. “Don't you know? Equestria has one of the highest import-export rates of any country. We get plenty of foreign materials and cloths with which to customize our personal appearance to our preferences.”

“Hmm.” Tali said. He was somewhat envious of Equestria's prosperity and its freedom. Even if Maretonia could afford to import at the same rate Equestria could, Talon would never allow Tali to dress up as anything other than what Talon thought a prince 'should' dress as.

“Hmmph!” Tali grunted, Rarity's suckling tentacle having an effect on him. His masculine parts began to … secrete.

Rarity laughed. “Oh ho ho ho! You're so easy!” Another tentacle, thinner, raised up beside Rarity. Rarity took the tip of the thinner tentacle into her mouth, as the slime redirected Tali's secretions, siphoning off from the receptacle tentacle on Tali and making them flow through the thinner tentacle. The thinner tentacle vibrated, spraying Tali's secretion into Rarity's mouth.

Tali was a bit unnerved and put out at his intimate bodily fluids … being drank through a slimy straw.

“Mmm.” Rarity moaned as she parted from the thinner tentacle. “I want to take you home with me ...” She gazed him with lustful, making a coquettish pose while flicking her hand through her hair.

“That's, um, very flattering.” Tali said. “But could you let me go so I can go get the crown?”

The look of seduction on Rarity's face was replaced with one of bemusement. “You're determined do that, aren't you?”

“Yes. I'm afraid so. I'm disappointed, too, for what it's worth. You're quite lovely … but I will not be dissuaded from my course of action.”

“You know I can't simply just let you go and steal the crown ...” Rarity tapped her chin. “I know. How about a game? A wager, if you will.” Rarity's bottom half sprouted another tentacle, which reached over a corner and pulled out an hourglass.

“The rules are simple.” Rarity said, taking the hourglass into her human hands. “You try to flee from me while the hourglass counts down. I will chase you down and try to make you orgasm. If you can flee from me, and resist orgasming, for fifteen minutes, I will let you pass through that door.” Rarity pointed to the door.

“Uh … this doesn't sound like a very, uh, nuanced game.”

Rarity seemed to not hear Tali's concern. “Ready? Begin!” Rarity turned the hourglass over in her hands, the sand trickling down from the top half to the bottom. She pulled Tali's leggings up before using her tentacle to gently set him on the ground.

Tali stood there for a minute, perplexed.

“Run!” Rarity instructed him, a smile on her face.

Tali did so, turning around and running through the pillars he had entered the room in. Rarity chased after him, the slime moving at her command, bouncing and reshaping itself to allow her better movement through all the different parts of the barracks.

Tali ran and ran, huffing and panting as he put as much distance as he could between himself and Rarity.

Rarity rose up, her slime half having to squeeze through the two close-together pillars. But she eventually emerged on the other side and saw Tali's fleeting form. Rarity launched a tentacle at him, wrapping it around his torso with little effort.

“Got'cha.” Rarity teased him, bringing Tali to face her.

Tali writhed in the tentacle's grasp. Discovering he had freedom of movement, as the tentacle's hold wasn't too tight, he reached over and drew his sword. He slashed it through the tentacle, hacking it off and allowing him to fall to the ground. The droplets of slime fell with him.

“Oh, now that was just rude.” Rarity complained.

Tali got to his feet and resumed running away. Rarity continued her pursuit of him, the slime wiggling as Rarity made it move faster than before.

Tali was able to elude Rarity, running into an area which had several support pillars close together. Tali looked over his shoulder to see how close Rarity was. The fact he couldn't see her was something Tali hoped was a good sign he was outrunning her, but it could have been an omen of her taking another route and trying to blindside him, rather than keep up with his pace.

Thinking he was safe, at least for a moment, Tali paused and thought about his strategy. He couldn't keep running forever.

He drew his sword and banged it against a pillar, hoping to topple it over. His sword was thrown back, but he hit it again. Again and again he struck, hoping to strike at some weakness, some structural failure point in the construction which would cause the whole thing to come tumbling down. But he had no such luck. Blow after fruitless blow he struck, yet still the pillar not did fall. It was built too sturdy.

Tali put his sword and pressed his hand against the pillar. He wrapped his arms around it and leaped up, trying to climb it and get to the rafters. Though it was difficult to get a solid, steady grip on its clean, even surface, Tali eventually managed to climb a good height which managed to help him avoid Rarity's notice as she passed by the pillars, not thinking to look up.

Climbing up further, Tali managed to reach the top. He reached over to one of the rafters and grabbed it, but the rafter proved far less sturdy than the pillar, creaking before it cracked into pieces, making Tali lose his grip and dropping him to the floor. He landed to the bottom with a clang, his shield on his back absorbing most of the impact, lucky him. But the noise was going to attract Rarity. Giving up on the idea of climbing, he got to his feet and backed away from the pillar.

“Hmm.” Tali cupped his chin, noticing the unusual dense concentration of pillars around him. Perhaps this game wouldn't be so difficult to win. If he could just move by and hide behind one of the pillars, out of Rarity's sight, long enough to avoid being detected before the time ran out … the game would have been as good as his. No need for him to climb or inflict structural damage by bringing a pillar down, preferably on top of Rarity.

Tali moved, sidling up a pillar, pressing his back against it. Holding onto the pillar, he scooted across the floor until he was behind the pillar where Rarity wouldn't see him … unless she went around the pillars instead of through them.

“Tali!” Rarity called in a sweet voice, her slime pooling over at the front of the pillars. Tali poked his eyes around the corner to track her position, risking being seen before he pulled his head back.

“Where are you, darling?” Rarity asked, looking around the entire room. Tali heard the squishing noises of her slime bed as she moved into the area of the pillars. If Tali didn't move, odds were good she would find him eventually. But if he did move, there was a chance she could see him.

“Come on out, darling.” Rarity said. “Isn’t knowing the love of a woman worth more than stealing the crown? Surely whatever your benefactors are offering you to steal the crown isn't worth that much.”

Tali remained still. He tried to calm his breathing. He considered the notion of trying to dart past her to get behind a different pillar.

“I could show you such a good time. A wonderful time.” Rarity said. “I promise I'll be gentle, hee-hee!”

Tali remained where he was, even if he was a little bit tempted by Rarity's offer. She was a beautiful woman. Well, her human half was, anyway. He wasn't too sure about the symbiotic slime she had wrapped around her body. Taking a chance, he scooted along the side of the pillar, moving around until he had rounded the corner and was on a different side. Lying in wait in a single area was a foolish strategy for a game of cat and mouse. If he just moved occasionally, when he heard the squish of Rarity's slime approaching, he might be able to win simply by staying beside the pillar the whole time. He was sure he was safe and hidden where he was.

Until Rarity appeared to the side of him.

“Found you.”

Tali was almost overwhelmed with fear, but he kept calm enough to do the rational thing and dart away from Rarity. He made a beeline for a nearby crate. He jumped on to it, climbing on top. He grabbed the lid of the crate, meaning to seal himself in. He dropped the lid and sunk into the crate, resting against a corner, his hand pushing up against the lid. He breathed heavily, trying to calm himself. In a tight, enclosed space like this, every breath mattered, and he would run out of air before the game was up if he didn't conserve it.

Rarity's tentacles spread out and reached towards the crate. They grabbed the lid and took it away from Tali before reaching in, grabbing Tali by the arms and lifting him out of the crate.

“You know, that would work better if I didn't see you do it. Why, if you thought of that sooner, I might have never found you … no, no, I would have heard you breathing. After all, we're more or less the only living entities in the entire building.”

Tali attempted to reach for his sword again to cut himself free of the tentacles.

“Ah. We'll not be having any of that again.” Rarity said. One of her tentacles wrapped Tali's wrist, preventing him from reaching his sword. This time, the tentacles held a much tighter grip on him, preventing him from struggling or writhing.

The tentacles pulled him closer towards Rarity, who chuckled at seeing Tali held up, helpless in her tentacles. She used the tentacles to undo his leggings, again pulling them down and exposing him.

Tali blushed and looked away, knowing what she was going to do. One of the tentacles reshaped itself, its tip becoming bulbous, before moving towards Tali and enveloping his equipment in a heavy layer of slime, which began to contract and suckle him.

“Oooh ...” Tali moaned, his blush turning deeper.

“Do you like that, Tali?” Rarity asked seductively. “Oh, don't be modest. Of course you do. Give in to the pleasure, Tali. I could make you feel so good … feel things you've never felt before, but you have to give in. Give in …”

Tali closed his eyes, his equipment pulsating from the slime's ministrations.

“Imagine ...” Rarity reduced her voice to a low, seductive whisper. “Coming to live with me. You could feel like this every day if you agreed to live with me. I could bring you to pleasurable heights you've never known … I could show you new heights once every day, and each one would be greater than the one from the day before it … what do you say?”

“I ...” Tali's teeth chattered, his body shivering. He could feel himself throbbing, pulsating. He was so close … all he had to do was orgasm, and Rarity would whisk him away to show him all manners of sexual pleasures he couldn't even dream of. He tilted his head back, closing his eyes as he relaxed. He imagine himself in bed with Rarity. He imagined Rarity had a nice bed, with lot of pink, fluffy covers … he saw the two of them sleeping comfortably in each others' arm after a long session of lovemaking. He even imagined Fluttershy joining them.

“Oooh ...” Tali moaned again, breathless, ready and eager to orgasm into the suckling tentacle … when without any warning …

It stopped.

“Huh?” Tali asked in a daze. He rolled his head towards Rarity. “Why'd you stop?”

Rarity wore a sour expression on her face. She crossed her arms and gestured her head. “Time ran out. The sand hit the bottom.”

Tali looked and saw the hourglass had run out. The sand had reached all the way to the bottom.

“Of course, if you'd like to forfeit your victory and let us continue ...” Rarity said suggestively, reaching her arms behind her back and stretching, puffing her cleavage out for him to enjoy the view of.

“Uh, no, no.” Tali said, his mind recovering from the sex-induced haze. “That's fine.”

“Hmm. Shame. We could have gotten a nice thing going, you and I. But oh well. Rules are rules. I made a game and lost, and I should be woman enough to admit it.” Rarity set Tali down. “I must say, I'm impressed, Tali. Usually the men who come by here give in sooner than you did.”

Tali chuckled, rubbing the back of his head. “I'll bet you're just saying that.”

“No, really! All I have to is give them a little shake and they can't keep their hands off me.” Rarity emphasized this by puffing her chest out, making her breasts bounce. “But you … you held out longer than that.”

“I guess … I guess stealing the crown means more to me than a woman's touch, after all.” Tali said, and Rarity chuckled, even though she looked a little saddened to hear him say so.

“Oh.” Tali said. “Um, will I be allowed to bring my horse with me, or … will he have to play the game? Or will I have to play the game again, with my horse?”

“Well … that would involve me having a liaison with your horse … and I'm not into that sort of behavior, so … no.” Rarity said. “You're free to bring your horse to the other side of the building.”

Tali nodded. “Thank you.” He turned to leave and fetch Talos.

“Before you go ...”

Tali turned back towards her.

“I have something I could give you.” Rarity said. “A magic spell which will make you stronger. Think of it as a bonus prize for managing to win in the game.”

Tali regarded Rarity with some suspicion. “This isn't a ploy to put me under some magical enchantment under your control, letting you 'win' anyway even though you lost, is it?”

“No, no!” Rarity waved her hands. “It's just a simple spell to enhance your strength and masculinity, nothing more.”

The idea of a spell which would enhance his masculinity and manliness had great appeal to Tali. Perhaps with it, when he returned to Maretonia, the knights would be less inclined to pick on him for his more artistic hobbies and interests.

“Very well.” Tali said. “I shall take this enhancement of yours.”

Rarity brought her hands together. Sparkles of multiple colors formed between them, creating a glittery, shimmering cloud. Rarity brought the cloud up to her mouth and blew a kiss, blowing the cloud at Tali.

The sparkles enveloped his body, and Tali staggered backwards. He grunted and gasped as he felt pressure all through his body. It felt almost like his body was becoming more solid.

He gasped again, raising his hand up in awe as he saw muscles develop and form across his arms. The length of his arm doubled in thickness, growing solid, bulging muscles. His biceps became the size of flail heads, and his legs underwent a similar transformation, giving him a few extra inches of height in the process.

“Wow.” Tali said, amazed by this change. He rolled his hands over, observing them.

Rarity chuckled. “I'm glad you like it.”

Tali nodded to Rarity before leaving the building, coming back with Talon. True to her word, Rarity let them pass by without making any effort to stop them, though she did cast a few longing gazes at Tali as he left.

Tali opened the door. He and Talos went through, ready for the next leg of their journey.


Author's Note

Thus the second chapter is published!

Thanks to user gunstarx, who proofread this chapter.

It should be noted this was always going to be a "flashback-y" story, though that does make it feel a bit ... cliche.

Hopefully the line about import-exportation is sufficient explanation to certain criticisms raised against this fic. I want to say I had planned this whole "Equestria is a rich global trader" bit from the start, and it wasn't just thought of as a way to adapt to aforementioned criticism, (and there's nothing wrong with that; that's what good criticism is for, helping you adapt and improve) but it's been so long since I looked at my notes, I can't say for sure.

In the planning stages, the barracks was going to be a steel factory, and Tali would have climbed up over various equipment to hide from Rarity, and she would have eventually found him on top of something, where they would both be a greater height than ground level. But I realized that a steel factory is probably too advanced for the time period this story is supposed to be emulating. Sure, I could always cop out and just say "It's an alternate dimension! Their technology progressed differently from ours in the real world!" But that would have just been lazy.

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