A little bit of girliness

by ponimademedoit

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Cutie Mark Crusaders, Rarity, Scootaloo, Sex, Slice of Life
Length: 8287

Somewhat aged up CMC has a crusader sleepover at Carousel Boutique, one thing leads to another and Scootaloo winds up in Rarity's adult's only room trying on lingerie.

Inspired by a pic by Cobalt Snow
Contains aged up CMC, but they are at most high school age, so Foalcon warning applies if that bothers you.

It's been a few years and the CMC have all gotten their cutie marks, but they still hold onto their friendships by carrying on the tradition of crusading by going out and trying new things. One of the most important traditions is their monthly sleepovers, and this month's is at Carousel Boutique.
Over the course of the sleepover the other girls hurt Scootaloo's feelings when they just can't imagine her acting girly, which prompts Scootaloo to sneak off to Rarity's adult's only room.

Then Rarity catches her.

----

Anyway, this is my first completed fic and it started as a stream of conscious story that I spilled out overnight on Tumblr at the link above. I cleaned it up and made it a bit more presentable, and here it is.

I know the pairing is odd, I don't think I've ever seen stand alone Rariloo, but I kinda like it in this context.

Published 2014-06-21 22:00:04 UTC
Last updated 2014-06-21 22:00:04 UTC

The Slumber Party

“CUTIE MARK CRUSADER MONTHLY SLEEPOVER AT CAROSUEL BOUTIQUE, YAY!” The three young mares cried out in unison before breaking into giggles. They all knew that it was silly and childish, but they’d been doing it since their first sleepover at Fluttershy’s cottage eight years ago, and cutie mark crusading was always about tradition. Well, maybe not at first, but as the years went and they’d gained their cutie marks it became more about spending time together when they might have otherwise grown apart. Going out and doing something they’d never done before was important, but their monthly planning sleepovers we crucial for brainstorming and scheduling their bigger escapades.

“Well, are you two ready for the best sleepover ever?” Sweetie Bell asked her fellow crusaders as she knocked on the door to the boutique.

“Hey! Ah thought we all agreed that tha sleepover in our new barn was tha best sleepover ever!”

“Nah-ah! That time I got Twilight to cast the cloud walk spell on us and we got to hang out with Rainbow Dash was the best!”

The three little ponies keep arguing, bringing up past sleepovers that they thought were the best, which was another tradition. So when Rarity opened the door to the boutique she was greeted by Scootaloo bringing up a story about the time Sweetie blew applesauce out her nose and why that was the best sleep over ever. She smiled at them, remembering herself at that age with her friends. “Hello girls, come on in. I’ve left plenty of snacks on the counter.”

“Thanks for letting us use the boutique this month sis!” Sweetie Bell says before leading the way inside, Scootaloo and Applebloom adding a chorus of “Thank you” to hers. Rarity shut the door gently with her magic and popped her head into the kitchen to make sure the three fillies found the snacks and were preoccupied before she headed back to her ‘adult collection’ room to work on an order and some experimental designs.

Scootaloo glanced up from the tray of snacks as she heard the older unicorn walk away from the kitchen and saw her heading towards her ‘off-limits’ work room. Sweetie Bell and Applebloom were busy arguing over whose sister made better snacks, so she decided to sneak over and get a peek at what Rarity was hiding in there. She moved as quietly as her light, agile body would allow and managed to get a glimpse inside as Rarity walked through the door. Her eyes widened when she saw a set of frilly, lacy, dark lavender panties attached to lavender stockings hanging on the wall. She only got a glimpse at them before Rarity’s magic gently closed and latched the door. Her mind spun with thoughts about if she would look good in it, and who would she wear something like that for. She snuck back into the kitchen, the other two crusaders still arguing, but now they were talking about what the best snacks were. She grabbed a snack at random from the tray and chewed on it, waiting for a good place to rejoin the conversation, and tried not to spend too much time thinking about how she would look in the frilly garment

“Come on girls, focus!” Sweetie Bell said exasperatedly, “We haven’t even figured out what weekend we can all get together for a big trip!”

Scootaloo threw a popcorn ball at her, Sweetie snatching it with her magic and sticking out her tongue, just in time for Applebloom’s popcorn ball to bop her in the snout. Sweetie fell backwards in surprise, flailing her hooves before sighing in defeat. Scootaloo and Applebloom hoofbumped before the farm pony spoke up, “We all know that we never manage to get any planning done at these sleepovers!”

“Only because you two always sabatoge me!”

“Only because we don’t want to talk about our boring schedules! We have better things to talk about!”

“What’s more important than our monthly field crusade?”

Scootaloo rolls her eyes, “How about the number of ponies that have asked you to be their special somepony this month?” Sweetie Bell’s face practically glows red and Applebloom falls onto her side from laughing. “Is it up from last month? Were there more fillies than colts like two months ago? Anypony new? Come on, dish!”

Sweetie stammers for a few seconds, then glares at the still laughing Applebloom, “Why don’t you ask her, she’s been getting notes in her desk from a secret admirer!”

Applebloom and Scootaloo gasp simultaneously, though for completely different reasons, and Applebloom glares back at Sweetie, “Y’all promised you wouldn’t tell anypony ‘bout those until I figured out who it was!”

Sweetie stuck out her tongue, “It wasn’t a pinkie promise, and I think I’m justified if you’re going to tease me about it!”

“Hey all Ah did was laugh at ya, Scootaloo was doin’ the teasin’” Scootaloo had been snickering quietly to herself until both her friends slowly turned their heads towards her, slightly evil grins on their faces.

Scootaloo gulped, her laughter dying. “Hey, it was all in good fun… heh.” Despite her speed and agility, she couldn’t move fast enough to escape both her friends, and wound up on her back, Applebloom holding her shoulders from above her head while Sweetie Bell pulled a giant feather from one of their trips off a nearby shelf and levitated over to her. “Come on guys, can’t we be civil about this?”

Applebloom and Sweetie chose to ignore her, instead Applebloom asked, “Hey Sweetie Bell, Scootaloo here has never told ‘bout all the times she’s been asked to be someponys special somepony!”

“Oh, hey, not cool guys!” Scootaloo protested as the feather hovered above her stomach.

“That’s right Applebloom, and I’ve spotted her sneaking off with other ponies before, even on Hearts and Hooves Day!”

“Come on!” Scootaloo wailed as she struggled, but Applebloom’s grip was strong thanks to working with her hooves all the time.

“So, what were all those little rendezvous’ Scoots? Maybe there’s a very special somepony you’ve never told us about out there.”

“There’s nopony!” Scootaloo replied quickly, but was immediately assaulted by the feather. She tried to squirm away from it, but Sweetie’s magic kept it at her most ticklish spots, and she couldn’t help but giggle at the unrelenting tickle attack.

“Ah don’t buy it, no way you’ve never been asked by anypony!”

“It’s [he he he] none of [gah stop it] your business!”

“Not gonna cooperate huh? Sweetie Bell, you know what to do!”

Scootaloo’s eyes widened in terror, “No, not that!”

Sweetie grinned mischeviously, the feather moving away from the trapped ponies belly, “Oh yes!”

Scootaloo began to sweat as the feather drifted closer and closer to her rear hooves, “Do you expect me to talk Applebloom!”

“No Scootaloo, I expect you to laugh!”

Just before the feather can reach her hooves Scootaloo yells out, “Wait! I give up, I’ll talk, just put the feather away!”

Applebloom and Sweetie Bell smirked at each other, hoofbumping each other down low as Sweetie levitates the feather over to her hooves, “I’m holding on to this, we can’t have you backing out now.”

Applebloom lets go of Scootaloo, who sits up. Her cheeks are burning slightly under her fur and she rubs her forehooves against each other. Sweetie Bell and Applebloom sit side by side across from her, eager smiles on their faces.

“Okay, so, this has actually been going on for a couple years now actually, other ponies started asking me out once I’d gotten my cutie mark. And I mean the kind of ponies like Silver Spoon or Diamond Tiara who hated us before we got our cutie marks. All of a sudden I’ve got my cutie mark and ponies are all, ‘Hey, let’s go skating, maybe you could show me some moves,’ and ‘Hey Scootaloo, let’s go someplace on the other side of town and you can show off in your scooter.’ Nopony has ever asked me if I wanted to go to a movie, or to dinner, or shopping. It’s like all they see is the cutie mark and they think that all I like to do is skate. So I’ve been telling ponies that I don’t want to be anypony’s special somepony because it could distract me from being the best skater in Equestria. I guess the words mostly gotten around because the only time it’s happened this year was on Hearts and Hooves Day with that new kid in class.”

Applebloom and Sweetie Bell were silent, and slightly dumbfounded, they’d had no idea their friend felt that way. The silence was broken shortly after Sweetie Bell raised a hoof out of habit, “So, you’re saying you would rather go out on a fancy date then show off for somepony?”

“Well, yeah, that kinda stuff is the point of having a special sompony, right? Romantic dinner, and quiet walk,” her mind flashed to the lingerie she had seen in Rarity’s special work shop, “Getting dressed up nice for each other.”

“Pfffff HA HA HA HA HA!” Applebloom keeled over onto her back and rolled back and forth, her legs flailing wildly in the air. Sweetie cracked up too, though less dramatically. Scootaloo’s face fell, though the others were laughing too hard to see.

“You, getting’ all fancy for a date!”

“Chatting over a candle lit dinner.”

“And goin’ on a quiet walk in the park after, that’s a good one Scoots!”

After maybe another minute, Sweetie Bell finally calmed down enough to see the crestfallen look on Scootaloo’s face. Her face sobered up immediately, and she gave applebloom a sharp jab in the ribs.

“Hey, what’s that for!” Applebloom shouted before noticing that nopony was laughing anymore. “What’s wrong Scootaloo?”

Scootaloo found herself about ready to cry, but she tried to cover it up with an angry glare, “It’s like you two forget I’m a girl sometimes. Just because I never do really girly things doesn’t mean I never want too.” She couldn’t quite hold back a sniffle as she kept going, “I’m just looking for the right pony is all.”

“Ah’m sorry Scootaloo,” Apple Bloom said, mostly at a loss for words.

“We’re both really sorry Scootaloo, we wouldn’t have laughed if we had really known how you felt.” Sweetie Bell piped up.

“Yeah, maybe if we ever saw you doing…” Applebloom trailed off as she saw Sweetie staring daggers at her, “er, that is, we don’t really ever remember you liking any of the girly things we tried to do to get our cutie marks. We still shouldn’t have laughed at you for it.”

Scootaloo sniffled again slightly and rubbed a foreleg across her eyes, “That’s okay girls, I forgive you. You’re right about one thing though, when we were little I really thought I hated all that girly stuff. I kind of grew into it at some point I guess, even if I never do it much.”

The three shared a smile for a moment until Sweetie Bell piped up, “Alright, for the first order of business!” was all she managed to say before a pair of pillows knocked her over.

Hours later, the Cutie Mark Crusaders had crashed in a fairly literal sense. Sweetie Bell’s guest room had the rough organization of your average airship disaster, with significantly less fire. The three fillies were sprawled randomly about the floor, more or less on or near a sleeping bag and/or a pillow. Knick knacks were scattered about the floor, impromptu debris from the epic scale pillow fight. The large feather was held captive by Scootaloo after a cease fire had to be called, and Sweetie Bell had been reprimanded for use of non-pillow tactics during their epic siege of Scootaloos mattress fort, the devastated remains of which the three fillies had managed to divide up peacefully before passing out on the floor.

Or at least Sweetie Bell and Applebloom had passed out, Scootaloo found herself restless, her mind drifting back to their talk about special someponies and their reaction, and to that outfit in Rarity’s adult collection. She thought about wearing that for somepony and she felt her nether’s heat up. She thought about taking care of herself, but the sounds of Sweetie Bell snoring and Applebloom’s occasional sleep talking made her discard the thought. However, it suddenly occurred to her that she hadn’t seen a lock on the door to that special room.

Double checking to make sure either of the other girls weren’t pretending to be asleep, she slipped out of the room as quietly as possible and made her way downstairs. She winced as her hooves-steps creaked on the staircase, but nopony showed themselves. She made it to the door of the special work shop and hesitated. Rarity had told her to go in there almost 8 years ago, telling them that it wasn’t for little ponies, but the three fillies were already about as big as they would ever get, and it wasn’t like she didn’t know what the stuff in there was for. As long as she doesn’t catch me, and there’s no way she’s still awake, Scootaloo thought as she turned the doorknob gently.

The door opened almost silently and Scootaloo stepped inside, closing the door softly behind her as she searched for a light switch with her other hoof. She found one and flipped it on, shielding her eyes from the blinding light for a moment, and then gasped as she took in the contents of the room.

The room was filled with a lot of the same equipment as her other workshops, sewing machine, ponequins, a full length mirror, bolts of fabric, spools of thread and ribbon and lace, and racks of clothes. There were two major differences: first, there were no windows to the outside; the second was that not a single scrap of the clothing was meant to be worn in public.

Scootaloo found herself blushing uncontrollably as she looked at the elaborate, full body pieces of lingerie under construction on the ponequins, the blush only getting deeper as she surveyed the other racks filled with all manner of naughty garments that showed of more or less of their wearer. Finally her eyes locked on the simple, and relatively modest it turned out, set of lavender panties and stockings that she had glimpsed earlier. Seeking their relatively familiar comfort, she pulled them from their high rack and spotted a small couch she could sit on while she put them on.

She’d never really worn stockings before, or panties for that matter, but they seemed to be designed specifically so that they could be easily slipped into, “And out of.” she giggled nervously to herself. Everything fit surprisingly well and she stood up and pranced around a bit, getting a feel for the unusual garments. The stockings were very light, and if they didn’t brush lightly against her fur she wouldn’t notice them. The panties felt, well, weird at first, she wasn’t used to something being underneath her tail like that. She did notice it kind of kept her from covering herself instinctively.

She suddenly imagines a special somepony had been watching her put them on, and was quietly telling her how sexy she was with their words and body language. She tries to saunter sexily over to the full length mirror, not completely confident that she was doing it right. She found her confidence soared once she imagined that the mystery pony was asking her to turn around for him and pose. Her nervous evaporated completely and a sultry smile grew on her face as she found herself wiggling her rump for her imaginary special somepony.

She stopped suddenly as she saw a couple racks of high heels. She bit her lip uncertainly. She had never worn heels before, but she spotted a pair of simple heels that looked like they would match her lingerie. She imagined her mystery pony urging her to try them on and she cantered over to the rack and took the matching shoes. She sat down, starting to enjoy the odd feeling of the lacy fabric shifting as she moved, and slipped the heels on her hind hooves. As she stood back up she realized that there were only two shoes, not a full set of four. It dawned on her that she was supposed to walk on just her hind hooves while wearing them. She gulped, everypony said that high heels were difficult to get used to, but she told herself that her natural grace and agility would be more than a match for the fancy footwear. To boost her confidence, she imagined her mystery pony whistling appreciatively at her. She gave what she hoped was a sultry look over her shoulder, her flank facing the mirror, she lifter her tail to the side and then winked before pushing herself onto her hind legs. She went slowly, imagining she was teasing her special somepony, while she was actually just desperately trying not to fall back onto her front hooves.

She finally managed to stand up straight, she takes a deep, slow breath and turns to look back over her shoulder. She smirks and wiggles her otherwise exposed rump at her mystery pony, holding her tail over one foreleg. She turns slowly, her wings flaring out to help her keep balance and taking small steps. After almost losing her balance twice, Scootaloo is facing the mirror again. She tries to pose for her special somepony again, but isn’t really sure what to do on two legs. So she wings it, trying to emphasize her flank without falling over. She imagines her ponyfriend growing aroused, playing with themselves as she shows off the lingerie to its fullest extent. Feeling her confidence back up, and starting to feel stable on the heels, Scootaloo starts strutting towards the mirror. Or she tries too, but one overconfident step sends her tumbling sideways. She only barely manages to catch herself on all fours, and is panting heavily from the shock of almost falling. As she catches her breath, she glances around the room and spots a small table with a mirror covered in what she guesses must be makeup.

She trots carefully over to the small table, the high heels making it slightly awkward to walk normally. She could apply basic makeup of course, but she’d never really picked out colors for herself before, and she wasn’t sure what kind of colors would suit both her and her lingerie. Feeling nervous again, she took a few minutes surveying the surprisingly wide variety that she suspected Rarity kept in here for customers to experiment with. Not really feeling anything click, she simply picks the kinds of colors she remembers ponies wearing in advertisements. She put on some lipstick that was probably just a shade too red for her, and she tried to match it with rouge and hoof polish. Then she grabbed some mascara at random and ran it through her eyelashes until they looked about right. She glanced in the mirror and winced slightly. It wasn’t terrible, and it was about the best she could do, but it was just a little off and she wasn’t quite sure how.

Then her mane caught her eyes. It’s… nice, but hardly what anypony might call sexy. She huffed out a breath and began looking through drawers for a brush and finds an entire drawer filled with combs and hair product and a blow dryer, and curlers, and hairspray she was pretty sure they didn’t make any more, and a brush (thank Celestia). She glares silently at her short mane briefly, but can’t really figure out what she should do with it. She was pretty sure that long manes were in right now, but there wasn’t much she could do about that. Instead she remembered how everypony really liked how Fluttershy’s mane flowed over one side of her face, and she figured that would be simple enough. After a desperate struggle where she threatened her mane with the ancient can of hairspray, she finally felt she had managed, if not what she had imagined, something that she found herself liking anyway. It kind of reminded her of one of Photo Finish’s models from some magazine she’d glanced through recently.
Forcing a bit of confidence back into herself, she raises onto her hind hooves again. She decides to play it safe this time and walks carefully back to the full length mirror. She stumbles slightly once or twice, but she feels like she’s finally starting to get the hang of the shoes. Once she reaches the mirror, she is finally able to take everything it. She can tell she’s standing kind of awkwardly, and she still can’t quite tell where she went wrong with the makeup. On the other hoof, the lingerie and heels fit perfectly and compliment her fur and mane, and she likes how her hair came out.

She decided that the makeup will just have to be good enough for right now, she can learn more about it some other time. The poses, on the other hand, are something she can practice on her own. Not really sure where to start, she sees herself looking a bit nervous and it reminds her of Fluttershy’s modeling again. Her heart leaps a bit and she practices a few of Fluttershy’s more well-known poses, crouching behind her hooves, trying to pretend that the camera wasn’t there, mid-leap behind cover to avoid the camera. After a few poses Scootaloo started getting into it, imagining Photo Finish herself was photographing her while her special somepony watched with barely restrained excitement. She began to improvise, doing her best to look sexy. She pouted her lips, shook her hips, and threw what she hoped were smoldering glances over her shoulder. All the while she pretended she heard the flashing of cameras and the sounds of ponies gasping is delight at each new pose.

So when somepony actually did gasp in delight, Scootaloo froze, “My my, but you girls have grown haven’t you?” Rarity says, standing just inside the doorway. “Why, it feels like only yesterday…

“Aaaaah! Rarity! I-I WOAH!” Scootaloo shouts as she loses what composure she had and her balance to go along with it. She attempts to regain her balance, legs flailing madly, but only manages to kick off one of her heels as she falls on her rump with a dull thud. Her heart pounds faster than it ever had in her life. The one time she tries to be girly and Rarity, the most girly pony she had ever met walks in on her. Every scrap of confidence she had disappears and she starts tearing up, her stomach tying itself in knots.
Rarity grabs the heel in midair as it soars past her with her magic and looks down at Scootaloo and remembers herself around that age. Trying out clothes and makeup and all manner of things just to discover new things about herself. She smiles fondly at the cute young mare as her haze of nostalgia keeps her from noticing Scootaloo’s panicky, dejected state. Rarity steps over to Scootaloo and sits next to her, the shoe held out for her.

Then Scootaloo lost it. She thought about how her makeup is terrible, her hair is too short to be attractive, she doesn’t even know what ponies think looks sexy, and the beautiful lingerie only shows how ugly she is by comparison. The elegant white pony who must have just woken up in the middle of the night and her perfect everything just sitting right next to her judging her and what should she do? Scootaloo starts crying and trying not to cry and that gives her the hiccups and she’s just a complete mess.
Rarity’s smile falls a little as she realizes what is really going on with the poor filly. Her own penchant for drama had seen herself in Scootaloo’s position more than once, and she’d years of memories helping Sweetie Bell through such things herself. Giving the poor filly a comforting smile, she gently levitates the heel back onto Scootaloo’s hoof and places one of her fore-hooves on her back. “You know, you look simply divine in these.”

Scootaloo can’t bring herself to look at the older mare. She’s still hiccupping occasionally as she says “I’m so sorry Rarity! I know I’m not allowed in here and even if I was I shouldn't be because I'm just not girly enough and these aren't even mine and I took your makeup and I probably broke your shoe and everything looks silly and stupid and I don’t deserve this and I never should have done this, and…” She stopped as she felt a hoof on her chin. Rarity turned Scootaloo’s face towards hers, and Scootaloo could see the compassion and understanding in her eyes, highlighted by a comforting smile that reminded her of her mother’s. Scootaloo sniffles a few more times before taking a deep breath to stop her hiccupping, and wipes her eyes. Once she calms down, Rarity’s words finally register. “You… you really think so?” The older mare gives her a nod and confident smile that Scootaloo mirrors, her own insecurities starting to melt away again.

“Of course, I always know when one of my designs has met its owner.” Rarity says, letting her own confidant tone bolster the insecure filly, “and you look smashing in it. Heavens, I should have let you three know you were old enough to come in here months ago, but I hadn't even realized how grown up you all were. Yet here you are, looking absolutely gorgeous in one of my favorite pieces.” She exaggerates only a little about it being one of her favorites, after all, she loves all her babies. “Perhaps you would like a couple of lessons in showing it off? I’m not as young as I once was, but I keep up with the latest trends, and I have a few moves that I’m certain nopony could resist.”

Scootaloo beams with excitement, nodding excitedly and hanging off of Rarities every word as the older mare leads her over to the vanity. “You seem to understand the basics,” Rarity says, opening one of the cabinets by the mirror. “Let’s start by bringing you back to a clean slate so we can see exactly what we are working with.” Once Scootaloo removes all her makeup, Rarity sees the young mare properly for the first time. Scootaloo had become a beautiful mare at some point and the fashionista had failed to notice. Letting her well-honed instincts guide her hooves picking out all the proper colors and giving instructions, Rarity let herself admire the gorgeous young mare in front of her.

“The real point of makeup is to enhance the pony’s natural features, not to hide imperfections, but to draw attention away from them so that your best feature is on center stage. Now…” Scootaloo listens and watches Rarity with rapt attention. She kind of wished she could take notes, but felt pretty sure that she could count on Rarity to help her again if she asked. Huh, that felt kind of weird to think. Rarity was Sweetie Bell’s sister, but Scootaloo felt more used to the older mare being a bit fussy and having rules for everything. ‘Well the rules part is certainly still spot on,’ she thought as she tried to memorize all the different things she had to think about while choosing shades for various cosmetics. More seriously though, she had really forgotten that the mare showing her makeup was the Element of Generosity. And here she was, probably after midnight after finishing a big commission for somepony important, showing her of all ponies how to use makeup. Her heart fluttered slightly in her chest, and she realized that she hadn't been paying very good attention when Rarity levitated a tube of lipstick over to her lips and applied it gently for her. If she hadn't frozen up completely from shock she probably would have panicked again. Was she developing a crush on Rarity? Scootaloo blinks a few times, trying desperately to return her focus on the lesson, but her mind wanders. As Rarity asks her to put her fore-hooves on the table so she can apply hoof polish, she begins to wonder if that’s a bad thing. Yeah, she’s older, but still beautiful, and she’s generous, and… ‘And did she just look at my wings?’ Scootaloo’s face heats up as she tries to flutter her wings nonchalantly, feigning restlessness and hoping to hide the fact that her wings had started to open in a mating display. As her face continues to heat up, she wonders how well she knows Pegasus anatomy and mating habits, part of her hoping that she was at least a little familiar.

Rarity bit her lip as the Pegasus fluttered her wings and stamped her hind hooves once or twice. Certainly Scootaloo was restless, but Rarity was pretty sure it wasn't because she hated standing still. The young mare was pretty easy to read by her standards, but Rarity really didn't mind. In her eyes, Scootaloo was that ideal mix of adorable, uncertain filly slowly becoming a confident mare. This self proclaimed tomcolt was in fact the ingénue that practically every artist ever born has admired. And she looked to be developing a crush on her, and Rarity was more than happy to indulge her. When Rarity would normally ask her client to turn their hooves so she could make sure the polish had been applied evenly, she instead took the young mares hooves herself, turning them back and forth. She kept half her attention on the pegasus’s wings, slowly unfolding followed by a sudden flutter accompanied by shuffling hooves. Rarity resisted smirking, but glanced knowingly at Scootaloo, holding eye contact while finishing off her latest line of advice, “… just enough contrast to attract somepony’s attention.” and gave her a wink, which was itself followed by another, almost half hearted flutter. “I hope I'm not boring you darling. I know this isn't normally your cup of tea, and it is rather late. Perhaps we should pick this up to…”

“NO,” Scootaloo yelps in panic, her fluttering insides threatening to turn to lead. She forces calm interest into her voice, “I mean I’m not really tired, and I'm really, really happy you want to teach me all about this kind of thing.” Rarity smiles at her reply, drawing a genuine smile from Scootaloo in kind, and returns to her lessons.

“Now, not all occasions call for blush or rouge, especially when ones coat is already a warm tone like yours…” Rarity continues, grabbing the applicator in her hoof instead of with her magic, and moves closer to the young mare. She gently applies the makeup, and takes advantage of their physical closeness to brush against Scootaloo. A hoof on the opposite cheek to hold her steady, under the chin to turn the filly’s head to check her work, and all the while their faces less than a foot from each other, tempting the both of them to lean in for a kiss before Rarity backed away.

For her part, Scootaloo had to balance melting against the unicorns touch with hiding her interest without fidgeting. It mostly boiled down to focusing all her willpower on her wings. ‘Dash told me I’d have this problem, but dang it, how do I deal with this and still talk with ponies?’ She almost didn't notice as Rarity backed away and returned to the vanity, her chin pulling after her retreating hoof. For the briefest of moments her view was fixed on the unicorns’ rump, and she felt her willpower fading. ‘Ah horse apples,’ she thought as her wings started to spread again, ‘I don't think I stop them this time, maybe she won’t notice, maybe she won’t notice, Celestia let her at least not say anything.’

Rarity turned back from the vanity with mascara in her telekinetic grip to see Scootaloo’s wings splayed out in full mating display. Her words faltered for the barest of seconds, and it took all of her considerable social training to completely ignore them as she returned to Scootaloo, applying the mascara with a bit less teasing for the poor filly. Finally finished, Rarity levitated the mascara back to the vanity and stood between Scootaloo and the mirror. “Let’s go back to the full length mirror, you’ll want to see the whole effect for yourself. Also, practice walking in those while we’re at it. Go ahead and keep your wings spread a least a bit, it’s very good for your balance in heels, or so I'm told.”

Scootaloo falters while standing when Rarity mentions her spread wings, but she manages to stay standing and carefully walks towards the mirror. As soon as she really takes a look at herself in the mirror, she gasps in surprise and joy. She’d half expected to see a completely different face looking back at her, like she was in some cheesy movie where the ugly, nerdy girl becomes prom queen. Instead she sees herself, but it was just like Rarity had said, the makeup enhanced her features and tied the color of her coat, eyes, hair, and lingerie all together. She moves a few steps closer to the mirror to get a better look, and make sure her eyes aren't playing tricks on her, and gives out a tiny cry of pleasure to see that it’s real. She looks beautiful, and it’s her, the makeup looks good on her, the hair looks good on her, the clothes look good on her! She pirouettes on one of her hind hooves joyously, like she’d been taught in the ballet classes she still thought her friends didn't know about, but had never done one in high heels before. She begins to fall again, but instead of hitting the floor, she finds herself leaning against Rarity’s shoulder. Scootaloo starts feeling and intense blush break and her wings begin to spread again as her feelings for Rarity come back in full force.

Rarity, for her part, is smiling and holding back giggles at how adorable the little tomcolt is now that she is allowing herself to feel feminine. Glancing at her over her shoulder, she notices the spread wings covering her view of Scootaloo’s gorgeous face, but draws attention to the young mare’s cute flank, accentuated by her tail. Rarity finds herself growing hot and turns her attention over her other shoulder. From there she can see Scootaloo’s face and as they make eye contact, Rarity wonders if the filly can see her blush through her coat.

If Scootaloo’s wings could have spread any more, the certainly would have. Rarity had been staring at her flank, and now she was gazing into her eyes with a blush on her cheeks. Only then did it really sink in with Scootaloo, the outfit she had been prancing around in in front of Rarity was something ponies only ever work for a special somepony in the bedroom. Scootaloo practically springs from Rarity’s back, feeling suddenly self conscious for completely different reasons than before, standing on all fours and crossing her hooves in front of each other, and generally mimicking Fluttershy.

“Tsk, lingerie is all about showing off for a special somepony,” Rarity scolds, her tone light and teasing, though the adorably embarrassed young mare doesn't quite catch the subtle bit of flirting. “Here, I have something similar I can wear so I can give you a few pointers.” She says while sashaying over to the wardrobe, glancing back briefly to make sure Scootaloo is paying attention.
Scootaloo suddenly felt as if she had never paid more attention to anything in her life. The gorgeous unicorn had just offered to put on lingerie for her, to demonstrate it for her, and only after emphasizing exactly what the garment was for. As Rarity quickly glanced back at her, and then emphasized the sway of her hips, Scootaloo felt her burning cheeks and chest spread liquid fire down the underside of her body, coming to rest underneath her tail. She briefly regretted not being able to just reach down and rub herself, before snapping herself out of it. She wasn't going to have an easy time of it, judging by the breathtaking sapphire set of panties and stockings that were similar to the ones she wore.

Using her telekinesis, Rarity was able to put on quite the show for the young mare. She stayed facing away from Scootaloo, keeping her marehood just barely hidden from her with her tail while lifting up one hind leg and then the other to bring the panties slowly up her legs, thighs, and finally over her rump. As soon as the panties covered her properly, she lifted her tail to the side, ostensibly so that the panties could be pulled snugly over her hips. She lifts each leg, tail still raised, up and to the back, accentuating her gorgeous curves as she put on the matching stockings. She stands on her hind hooves as she levitates a matching pair of high heels over. Setting them behind her, she slowly turns around and steps into them, every subtle movement designed to show off the lingerie as well as her own graceful curves. Knowing that she has Scootaloo’s undivided attention, Rarity looks her in the eyes and takes a few slow steps towards her, then gestures to the mirror. “Now you try”

Scootaloo snaps out of her hazy thoughts and nods enthusiastically. She stands on her hind hooves again, glancing at Rarity before looking back at the mirror. Her posture is pretty bad in comparison, but she does her best to imitate her mentor. As she’s straightening her posture, she sees Rarity move closer to her in the mirror. “Your shoulders should be more like this,’ the unicorn places a hoof on her shoulder to adjust it slightly, reminding Scootaloo of her earlier thoughts, “and try placing one of your hind hooves slightly in front of the other.” Scootaloo eagerly complies, and the two begin going back and forth. Rarity demonstrates a pose, or a few steps, and Scootaloo tries to imitate her, with Rarity providing the occasional word of advice, but more frequently gently correcting Scootaloo with a hoof. As the lessons go on and the poses become sexier, the verbal instructions almost completely vanish, and the gentle corrections become caresses. Scootaloo revels in each touch and she finds herself sighing contentedly one time when Rarity’s hoof brushes along the edge of her wing.

Growing bolder with Scootaloo’s reaction, Rarity stands directly in front of the younger mare and bends down slightly to places both hooves on Scootaloo’s hips, pretending to adjust her stance. Scootaloo gulps audibly, Rarity’s face inches from hers, and leans forwards. Rarity looks up at Scootaloo just in time for their lips to meet. She moans softly and tilts her head into the kiss, wrapping one of her fore-legs around Scootaloo’s neck, her other rubbing gentle circles against Scootaloo’s hip. Scootaloo’s concentration completely disappears, her entire world focused on the feel of Rarities lips and hooves. Unfortunately, she begins to lose her balance again, wobbling in her heels and accidently breaking the kiss and almost toppling them both over. Scootaloo gives Rarity a chagrined look and the older mare chuckles, kicking off her own high heels and levitating them back to their spot on the rack. Scootaloo, marveling at the sight of being slightly taller than Rarity for a moment, follows suit, Rarity again levitating the shoes back to their proper place while leaning in for another kiss. Scootaloo’s growing excitement drives her to push for more, tilting her muzzle and opening her mouth slightly, her tongue licking at Rarity’s lips briefly before Rarity responds in kind. The two begin to lazily wrestle each other’s tongue and Rarity pulls Scootaloo in a close embrace, caressing her rump with both hooves. Scootaloo returns the favor, one hoof caressing Rarity’s rump and the other on her thigh, enjoying the feel of the other mare through the silky lingerie.

Rarity pulls away from the kiss gently, panting heavily, “Mmmm, what do you say we take this up to my room darling?” Scootaloo’s wings audibly spread in another instinctive mating display that causes rarity to giggle happily and blush in return. Scootaloo grins at her reaction and nods eagerly at Rarities invitation. Rarity takes her by the hoof and guides them stealthily to her room, managing to somehow avoid making the stairs creak. Rarity opens the door and levitates Opal out of the room unceremoniously, then enters quickly with Scootaloo in tow, then locks the doors behind them. Scootaloo’s lust is tempered by nervousness as she sweeps her gaze around Rarity’s room. She’d been in here before, and the neatly scattered personal projects and various other personal detritus are vaguely familiar, but she’d never really given much thought to the enormous bed with its canopy, which suddenly made a lot more sense to the inexperienced mare. Rarity walks over to the bed slowly, on all fours and presenting her lingerie covered posterior to Scootaloo. She stands just inside the doorway dumbfounded, and Rarity pauses at the narrow opening in the satin curtains at the foot of her bed. Turning her head back towards Scootaloo, a smoldering look the likes of which the young mare had never seen on her face. Scootaloo feels her panties become slightly damp and her heart catches in her throat as Rarity gives her a big smile and says “Aren't you going to join me?”

“Y-yeah,” Scootaloo replies enthusiastically and propels herself on hoof-tip with the buzzing of her wings across the floor, completely forgetting all of rarity’s lessons in her excitement to join the other mare. Rarity coughs slightly, though she still has a benevolent smile on her face. Scootaloo stops herself and forces herself to imitate Rarity’s smoldering look. Rarity nods in approval and gestures with her head that Scootaloo should join her. Scootaloo struts towards her just as she had been shown, but she makes no secret of staring at Rarity’s gorgeous posterior. Rarity’s smile widened in approval, feeling the slight dampness in her own panties as she climbed onto bed once Scootaloo stood slightly behind her. Scootaloo watched as Rarity laid herself on the bed, stretched out on her back once she reached the numerous pillows at the head of the bed. Rarity crossed her hind legs teasingly and laid her tail across her lap. Scootaloo climbed up after her without any further prompting and lay beside her, and for the life of her could not figure out where to start as she swept her gaze over the sexy mare in bed with her. Seeing her hesitation Rarity scoots over and leans back into Scootaloo’s muzzle for another passionate kiss and begins to run a hoof over Scootaloo’s gorgeous body, starting on the side of her face and trailing down her shoulder and to her chest. As she becomes more comfortable Scootaloo decides to return the favor. Curiosity getting the better of her, she starts with Rarity’s well cared for horn. She reaches up and gently touches the tip, and Rarity to jerks back and breaks the kiss with a squeal. Scootaloo’s self doubts start to flood back and she cringes away from Rarity’s embrace when Rarity breaths huskily, “Mhm, do that again.” Scootaloo’s eyes widen in shock for a moment, and then she raises her hoof to Rarity’s horn again and touches it gently. Rarity squeals in delight, arching her spine slightly and Scootaloo smiles broadly as she takes control for the first time that night. She strokes Rarity’s elegant horn up and down as the unicorn squirms with pleasure. Feeling bolder, Scootaloo snuggles back up to the older mare, her free hooves wrapping themselves around Rarity and nuzzling her cheek and neck and chest as she continued to stimulate the unicorn’s horn. Scootaloo revels in the blissful squirming of her partner, every squeal and moan and shift all because of her.

“Ah, more please.” Rarity manages to mumble after a few minutes, her gasping moans and squeals and squirming becoming more and more urgent. Scootaloo wasn’t sure what she should do for a moment, and then blushed when she remembered the first time she had touched herself when figuring out how to masturbate. Reaching down between Rarity’s hind legs, Scootaloo starts pressing her hoof against the increasingly damp spot in the lacy panties. Thanks to the thin material, she was easily able to feel Rarity’s sex in glorious detail, and located her needy clit quickly. Rarity had been so worked up by the young mare’s ministrations that Scootaloo only barely started playing with her before she started convulsing in orgasm. Rarity shrieked dramatically as she came, causing Scootaloo to jump and briefly let go of her before she realized what must have happened. Smiling proudly at her accomplishment, Scootaloo resumed holding her slightly over-dramatic lover, gently returning her hoof between Rarity’s legs and rubbing gently while she rode out her orgasm.

Once Rarity recovered, she turned to the young pegasus and kissed her gently. Breaking the short kiss she sighed gently and said,“ Here I assumed this was your first time.”

Scootaloo blushed deeply, removing her hoof from between Rarity’s thighs, “It is my first time with somepony else, I didn’t even know that unicorn horns were so sensitive.”

Rarity blinked in surprise before smiling at Scootaloo, “Well, you're a natural then.” She gave the younger mare another quick peck, “That was amazing, thank you.” Scootaloo blushed, and then leaned in for another kiss. They each continued to explore the others body, but Scootaloo was caught off guard when she heard the faint sound of Rarity’s magic followed by dozens of pinpricks of pleasure along her wings. Scootaloo broke the kiss this time, panting heavily and trying to form the words “What are you doing,” but only really managing “Ohmygoddess,” and “Aaaaaah!” and such as Rarity smirked proudly.

“It’s a little spell I cooked up a long time ago when Rainbow Dash was rather desperate for help preening. I always suspected she rather enjoyed it a bit too much. You certainly seem to like it.” Scootaloo really wanted to ask Rarity about Rainbow Dash and if they had ever done something like this, or she would have if she was still capable of thinking. Instead she just numbly nodded her head, her tongue lolling out of her mouth and her eyes glazing over as Rarity continued the magical assault on her wings. After a bit of the pleasurable torture, Rarity started kissing her way down Scootaloo’s stretched out and gently twitching body, reaching her panties while maintaining the preening spell. The smell of the excited mare drove Rarity wild and she pulled the dark, lacy panties down over Scootaloo’s sexy, well toned flank until she’d revealed the younger mare’s virgin pussy. Scootaloo was vaguely aware of what was going on and spread her legs slightly so the older mare could get a better view of her most private place. Rarity admired Scootaloo’s damp mound, nuzzling it and taking in the young mare’s scent before flicking her tongue out at her slit. Scootaloo yelped out Rarity’s name as she came, shuddering and rolling all the way onto her back, spreading her wings fully again. Scootaloo half expected Rarity to stop like she had once her contractions subsided, but the unicorn had no intention of stopping so soon. She released the preening spell and moved herself in-between Scootaloo’s legs, pressing her muzzle and tongue back against her soaking mound. Scootaloo panted, feeling another orgasm starting to build quickly. Rarity felt her own need growing again and began shifting her body around until all Scootaloo could see was her elegant white rump and damp sapphire lace. Scootaloo lost all control and yanked the panties down Rarity’s rump and over her things, then pulled Rarity’s now exposed pussy down to her muzzle. The two mares abandoned all reason, each eagerly focused on trying to make the other come over and over…
Neither of them knew how long they had been at it, but at some point they had simply been too exhausted and over stimulated to continue. They’d removed the rest of their lingerie and tossed it to the floor before getting under the covers and snuggling up to each other. “Thank you Miss Rarity, for everything.” Scootaloo whispered as they both struggled to stay awake to savor the moment

“Rarity is fine Scootaloo,” the unicorn giggled, “you’ll make me feel old.” Scootaloo smirked at the response, understanding the gentle ribbing in her tone.

“Thank you Rarity.”

Rarity smiled and kissed Scootaloo gently on the lips, only to find that the young mare had already fallen asleep, “Thank you too, Scootaloo” she said and joined the pegasus in slumber.

The next morning, or possibly afternoon, the two mares eventually woke to pounding on Rarity’s door. Sweetie Bell’s panicked voice; slightly muffled through the door; called out, “Wake up sis! We can’t find Scootaloo anywhere and we think we hurt her feelings last night and Applebloom is searching all over town and could you please help us find her?” Rarity and Scootaloo just gaze into each other’s eyes, both remembering the night before, and not really registering what Sweetie Bell had said, until a minute later when they heard the door unlock…

Author's Note

Might follow this up at some point, but no promises. I hope you all enjoyed.