Aren't We Lovely

by Sharkrags

Rating: mature
Tags: Sex, My Little Pony: Friendship is Magic, Human, Romance, Rarity
Length: 12335

Rarity is a proper pony -a graceful and talented girl stuck all alone in her home. But fate and an odd bit of fortune delivers a hapless soul to her doorstep and changes things for the both of them in a way that's nothing short of magical.

Rarity is a proper pony -a graceful and talented girl stuck all alone in her home. But fate and an odd bit of fortune delivers a hapless soul to her doorstep and changes things for the both of them in a way that's nothing short of magical.

This was a commissioned piece that was a blast-and-a-half to work on. Features transformation and mtf transgender hijinks. Also lingerie. And tea. And mares touching and kissing each other in warm, happy ways. Spared no expense. Come one, come all -if you dig that sort of thing. If not, then go play Transistor. It's a real good game.

Published 2014-07-07 19:30:04 UTC
Last updated 2014-07-07 19:30:04 UTC

Chapter 1

The sketch was crumpled and torn to shreds by a flash of agitated magic.

It flew into a waste bin filled to the rim with likewise failed sheets. Curses and frustrated grunts echoed in a work room. Rarity took off her reading glasses and rubbed her eyes. She was tired and strained. The Diamonds After Dark line was shaping up to be a carriage wreck.

A mirror was in the work room. She never met a mirror she didn't like, but this one reflected company she didn't care to keep for long. The mare looked a mess. Her curls, normally full purple loops of grace, were unkempt and frizzy. The glitter in her eyes were dimmed by the storm clouds outside the window. Piles of sketches crossed out with an X and a squad of pencils plagued with bite marks littered the room. But she already knew about those. At least her fur looked nice.

Rarity blew a slow puff of air out of her muzzle.

“Look at you,” she whispered. “You're a lady. Ladies are not supposed to be this way.” Her reflection couldn't think of anything to say. She leaned back in her chair and tried to organize her thoughts but they scattered as a burst of thunder rattled her windows. Somewhere deep within the home her enormous cat mrowled in agitation.

The lady needed a drink. Not coffee -she gotten as much use from caffeine as possible for the day. No, she wanted something more intimate and persuasive to soothe her nerves. A voice flickered in her head, saying spirits and wines would not provide the particular relief she sought.

She 'hmmphed' to herself. Hoof steps echoed down an otherwise empty hallway on her way to the kitchen. She looked in the pantry and found a bottle filled with enough distraction -a temporary solution to a stubbornly long-lasting problem.

The fact of things were simple and plain. It was embarrassing, but pretty truths were rare. Rarity was lonely. There it was. She couldn't dress it up with ribbons and lace, or stuff it in a box at the back of her closet, try as she might.

She went to the table. The bottle and a glass trailed behind her like a line of children going to school on a Monday.

Lonely.

She sneered. An absurd notion. Here she was -Rarity, premiere socialite and fashionista extraordinaire! Sweet of tongue, sharp of mind, gifted with beauty in body and spirit. It wasn't a boast. It was true. But for all of those blessings she lacked for company and it made her miserable. Miserable and empty. She loathed it. There was no grace to the pit of longing in her chest. She couldn't wring any inspiration from it or put it to practical use.

It only made her pour a measure of wine out of a half-empty bottle. She picked up her wine glass with a dim field of humming magic.

She wished she could be angry instead. Anger could be directed, focused. More than a few nights were spent in high-powered productivity because she felt good and mad. Even boredom would've been preferable to simple emptiness. There was an odd elegance to a fine lady lounging on a couch with nothing better to do for the rest of the day, her eyes staring off into some undefinable world two steps beyond her own. Artists could find inspiration in a lady like that. Paintings in art galleries and private collections proudly showed off such graceful repose.

Rarity half-laughed to herself and took another sip. The fizzy texture and fruity notes of the drink meandered across her tongue without much notice. A bit of a shame -the wine would've been pretty good in any other setting.

You see, Rarity was a woman of style and creation. She was a unicorn, and her magic helped her greatly, but it wasn't the true source of her success. No, her real magic was something less tangible but infinitely more precious. Hers was the magic of beauty. Everything, she believed, could be beautiful, for beauty was the natural state of the world.

So she took threads and spun them into gold. Literally. Many parties would offer enticing compensation to work her magic. Dances, grand balls, ceremonies, stately dinners and courtly congregations -that was her area of expertise and where her powers manifested most fully. She thrived on companionship and sociability. She only ever wanted to make people look lovely, and life was kind enough to grant her the opportunity.

Then why was she alone right now? The mare looked around the kitchen. She didn't lack for a social life -she had friends. Good friends. Excellent friends that she'd do anything for, and who would do anything for her. Well...almost anything.

An image tossed itself to center of her mind. Fluttershy. A good friend. A beautiful friend, even if she was too demure to admit as such. Long of leg, slim of waist, soft of voice. Oh, she had such a wondrous voice. Rarity rested her hoof on her chin and closed her eyes. She could hear the warm tones of her voice if she focused.

Rarity tried to kiss her once. Once. She recalled the day clearly. Recalled the tears in the poor girl's eyes, and how warm her lips were. She remembered how for one second everything was beautiful.

But for only one second. “I'm sorry,” was all she said before skirting off in a yellow blur. Probably to hide in her cottage. The dear was never one to take emotional surges in good grace.

Another drink from the glass was taken. Rain pitter-pattered on the windows.

Things were fine between them, of course. There was no blame or further discussion to be had. She was not interested. Rarity was too much of lady to press the subject, or maybe she was a touch more humiliated by the reality of rejection than admittable. It wasn't something she had much experience with. Rarity was beautiful after all.

But attractiveness couldn't get her everything, it seemed. She was still alone in her kitchen. Alone in her house.

So imagine how fortunate it was that you chose that moment to knock on her door.

--

Not to imply that you were faring any better: in fact you were much worse off.

The Carousel Boutique was a tall, extravagant building -even at night during a storm. The lights within drew you like a warm flame inviting lost moths to come closer, and you were very lost. Lightning highlighted the arches, poles and metal cutouts of perpetually prancing horses as you stumbled nearer.

The sudden flash and bang of lightning made it look imposing, but you've been wandering in the cold and wet for hours. You had a nasty fall and hurt your left wrist pretty bad. You needed a roof over your head fast, if only to get your bearings. With a sloshing gait you went to the strange purple door with elaborate pink and white lattice work and trim board.

By rote your right hand came up to the air, but you held it for a moment. A wet stranger banging on the door in the middle of the night doesn't invite the warmest welcomes. Was this a good idea? You haven't made the best decisions lately.

No point in starting now, you suppose.

Knock. Knock. Knock.

You wrapped your arms around yourself , grateful at least for the wide awning that kept the rain off your head for the first time in hours.

No one came. “Come on,” you mutter. “Come on, please, someone.” The lights were on inside. But what if that was only for show? Then what? You'd have to trudge back through mud and lightning to find another house is what. Tough luck, buddy, get used to it. Hope nothing electric with a one billion volt rating falls from the sky and hits you. At this point it'd be a relief, wouldn't it?

You tell yourself to think positive, but the stinging pain inside your hand argued otherwise. You applied more pressure to shut it up. Something was heard moving inside. Maybe. “Anyone, please, anyone.” However, you were not prepared for anyone to open the door. You especially weren't prepared for Rarity.

The door swung open and brought warm, fragrant air to butt against the cruel outside atmosphere. A woman's voice filled the empty space of the frame.

“The hours of business are clearly written beside the door, if you have a wardrobe emergency my after-hours rates are-” she stepped into view.

You stared down at a white horse topped off with a bouncy, purple mane. She stood around waist height. A rounded horn tipped her forehead. She looked up at you -a soggy, muddied, miserable two-legged thing with sunken, buggy eyes. A frown fell on her face before speaking.

“Hm. I suppose this classifies as some sort of emergency.” Her blue eyes go up and down your body, picking and analyzing a thousand little details. “How awful...” she concluded. You blinked to assert yourself in the here-and-now. The muscle in your mouth snatched a bit of purchase.

“I'm...not...” you stammered. “...It's wet out here.” She tilted her head to look behind you.

“Yes dear, because it's raining,” she said.

You chewed your lip. Rapid taps from your fingers highlighted your injured hand. “My arm, there was a...a fall.” She blinked in quick succession. The gears inside that animalistic head switched to another speed. “I don't know where I am,” you state. It was the truth. You were utterly misplaced in more ways than one.

For a moment the small creature looked suspicious, and you don't blame her. You weren't sure what to think, but you knew what to hope for -a small bit of kindness and generosity.

Luckily Rarity had plenty of generosity to spare. The kindness would come later. She looked you over again with a less critical eye.

“What is your name?” she asked, soft as a breeze.

You told her your name. She nodded.

“Very well, dear. My name is Rarity. Come inside. It's warm,” She stepped back from the door to allow you entry. “Do mind the mud on your hooves -er, feet, I suppose those are called.”

You wiped your shoes on the doormat inside. She sprung an award-worthy grimace. “Those are -those have certainly seen some vigorous use. Just leave them on the mat. I'll clean the, ah, excess outdoors from them later.” She circled you several times, unable to help her curiosity.

The to-and-fro swish of her tail made you nervous, but you'd take nervousness in here over hypothermia outside. “Do you mind if I ask what you are and why you can talk?” That was probably a dumb thing to say. She looked at you like it was and laughed

“Hmm-hm. Never seen a pony before, have you? Of course not, I can tell by the look of dazzled confusion on your face. We get your types breezing through here every so often and sometimes. Tell me, if you please, what ocean did you cross to get here?” She looked at you with great interest.

“What oce-” you had to think. “I didn't get here by boat if that's what you're asking. I live kinda close to the Pacific, though.” She ran the word through her lexicon.

“Odd,” she said. “Never heard of that ocean. Oh well, they have different names for everything everywhere you go. We live in a big world, after all. It's a bit of a chore to keep everything under their proper labels.” She examined you again. “Still strange that you've never seen a pony before, or that I can't quite pin down what you are. Must be from somewhere very backwater indeed...” Her eyes widened. “Not that there's anything wrong with that. Oh dear.” She tittered with a nervous bounce. “We're rather, ah,” she searched for a palate-pleasing word, “quaint. Yes, quaint, around these parts as well. Some would say 'rural,' but...oh, it's all semantics anyhow.”

The first talking pony you've ever met was a chatterbox. Later you could decide if that was funny or not. She almost made you forget about the pain in your hand or the chill threatening to take over your bones. Rarity caught onto the sharp edge of the moment.

“But we can discuss that later, yes? Let's take care of you first, dear.” She thought for a moment and looked up and down her hallway. “Here, follow me. We need to get you pressed and dried first. No sense in you falling ill. I'd be a poor host.” The lofty tones of her voice settled into a more serious groove as she trotted past. “Come, come. I'll run a hot bath and get you out of those clothes.”

“Lady, I mean, Rarity was it?” She nodded. “Rarity. Thank-you.” You fought to keep your voice even. Have you gone a little loopy between fumbling around in the wilderness and accepting aid from a horned pony in here?

She ushered you into a pristine bathroom. A four legged tub with golden feet stood on the far side of the room. Towels that looked to be knitted from high-floating clouds rested on pearly racks. Bottles of feminine products were everywhere and placed in exacting order. Any self-respecting keeper of five-star hotels would be hard-pressed to find a flaw.

You concluded that a bit of loopiness couldn't hurt.

“Don't mind the clutter dear, I keep telling myself I'll straighten up things one of these days.” She caught her reflection in the mirror and touched her mane. “Hm. Yes, straightening would be good....” she sounded distracted, then shook her head. “Anyhow. Just leave your clothes outside the door, I'll take care of them. Don't be shy about taking longer than normal, I'll get a few things set up for you.” She clapped a hoof on the tile. “Before I forget, you said something about your arm...?”

“Yeah, yeah.” You raised your injured arm. In the light it looked red and clearly swollen. You tried to bend your fingers, but they didn't have much give. “Like I said, nasty fall.”

Rarity examined the strange digits with equal curiosity and sympathy for something so clearly damaged. “That will need to be looked at immediately. Best thing is to keep it in hot water and let the swelling go down. We'll go from there. It looks extremely painful.”

You stretched your arm out and turned your wrist, feeling the glass shards spike up and down the limb. “Nothing I can't power through,” you grit and grin. “I've had worse, believe it or not.”

She chuckled and shook her head. “Males. Always so adamant and macho, even if your head is about to fall off. You have spirit dear, I like that.” She went towards the door. “But spirit is no substitute for proper first aid. I have some ointments and material for a splint, and know a few medicinal spells. But wash up first, and don't forget about the clothes.”

Her voice sung out in a whirl that led to firmly shutting the door, leaving you alone in the washroom.

“Medicinal spells?” You blinked. The puddle forming around your feet brought you out of confusion. She was a conversant pony and possibly a hallucination, but she was right -you needed out of these clothes otherwise you'd run the risk of turning into a mud monster. Shivers were already playing with your knees and elbows. Hot water would be a godsend.

Quickly you stripped down, peeling off cold, muddied, and slimy clothes. Extra care was taken around your injured arm. Your shirt came off without much pain.

With a bundle of garments in hand, you edged the door open. You peeked up and down the hallway. Rarity wasn't there. You listened and heard movement coming from a room elsewhere. The clothes were left in a congealing pile on the floor.

The washtub was far nicer than any you've seen before. It wasn't particularly extravagant or decadent, but it was so clean. It seemed that dirtying it with outdoor detritus was against a serious law. But your hand was looking very swollen. You shook the thought away and tested the hot water. The heady steam and splash of clean water soon pushed any reluctance far, far away.

You plugged the tub and slid into the porcelain, and let the water rise up your legs, your waist, and chest. The warmth sunk into your muscles and vanquished the chill like magic. Your joints stopped shaking, and even your hand found the relief effective enough to restore some mobility.

You lowered your head under the water past your ears. Pleasant clouds muffled the world. Eyes blinked in a zen-like laziness. For the first time in a long while you didn't feel miserable.
Cool air tickled your ears when you surfaced again. Your attention settled on the collection of bottles residing in the room. The labels of the many exotic containers were too foreign to allow easy comprehension. They had to be precious and expensive by whatever currency ponies used. Ripples spread out from the water as you chuckled.

Ponies. That's what Rarity called herself. She had a little horn on her head as well. So, she was a unicorn, you reasoned. And she used the word “spell.” Unicorns were magical in fairy tales, weren't they? Any other day you'd never consider the possibility of magic outside of stage magicians and special effects in movies, but this wasn't any other day. Besides, if she indeed possesed power, that would explain why she wasn't afraid of you outside of exotic curiosity.

Even then, you didn't seem all that exotic to her. She said 'other types' such as you would be seen sometimes. Did she refer to other humans? Or was this place just far stranger than you could possibly imagine?

Where the hell -were- you anyhow? Worry in the back of your head replaced the coldness in your bones.

You thought for a long time but such answers couldn't be found in a bathtub, no matter how clean.

In due time you pooled enough will to leave the comfort of the warm water and dried yourself off. The towels felt just as heavenly as they looked.

There was a tap at the door.

“Finishing up in there?”

“Yeah, just about done,” you reply

“Good. I managed to clean your clothes and dry them off. Fixed a few tears as well, but there may still be a few splits and frays, I hope that's alright.”

Was she being serious? “No, that sounds perfect. Those clothes weren't that great to start with anyhow. You didn't have to go through the trouble.”

“Nonsense, dear, complete nonsense. It was a joy,” she pressed that 'my pleasure, my privilege' tone a little too hard. “I'll meet you in the kitchen, it's just down the hall and to the left, can't miss it.” You heard her trot away.

God. There was no way anyone could think an animal was on the other side of that door talking with that voice. The mental images and reality clashed. A pony didn't crop up in your head, perhaps a black-haired bombshell with a tight skirt wrapped around a pair of legs that didn't quit. Automatically you could see her fingers and hands waving in the air while assuring you “It was a joy.” A full smile spread out her smooth sloping nose.

These visual signals were caught by your maintenance crew downstairs who responded in kind. Surprised and very weirded out, you caught the whirr and pump of your complicated machinery. “Aw hell,” you muttered.

You cleaned up extra well behind your ears because that was something you refused to deal with. The crew turned lazy with a lack of orders as you continued to dry yourself off better then you could ever remember.

For a second time you eased the door open and looked around. Nobody there but a pile of freshly pressed clothes. On they went, careful to mind your hand. And...and wow. Oh wow. You fingered the fresh and soft fabric of your shirt. It felt better than new. You would've settled for 'not-damp,' but this was above and beyond. Rarity had to be magic, because your jeans and tee never felt this amazing.

Meanwhile in the kitchen Rarity found no shortage of busy work. Her cat deigned to enter the kitchen, curiosity and annoyance stirred up by her housekeeper's activities. She purred and chattered at the mare.

“Good evening Opal, so pleased you could make an appearance.” She brushed the cats nose with her tail. “Be on your best behavior now, sweetie. Momma has a guest.” Magic pulled out a teapot and leaves. Blue light touched at plates and small cups, wedges of cheese, wheat bread and fresh vegetables that would please any palate.

The cat pawed overhead at a passing carrot. “And what an peculiar guest he is. Seems a touch confused, poor thing. In dire need of care and attention, but I'm rather good at both of those, don't you think?” She looked at Opal, who rolled over once and rowled. “What? Do you think I'm over doing it? He's a guest! I won't have it be said that Rarity treats the unfortunate and needful with half-gestures.”

She put directed the spread onto the table. They glittered with the sweet-smelling after burn of her powers. “He's a new friend now, after all. And friends deserve the best, and I have only the best.” She smiled to herself. “Rainy nights are always better with company anyhow, injured as they may be.”

Her attention turned back to the tea pot. Magic filled it with hot water, a pleasing blend of tea leaves, and no small measure of her more intimate hopes and dreams.

She hoped you wouldn't find it too strong.

-

Following the occasional clatter and muffled humming down the wind of hallways, you entered the kitchen. The pony smiled grandly when you stepped into view.

“Feel better, dear?”

You patted your chest. “About a million dollars better. It's a bit scary -I feel like a guard is going to ask me for a receipt when I leave this place.”

Her laughter was almost airy enough to float her off the ground. “I'll tell security to give you a pass, but I pray you won't leave too soon. I'm glad you're so pleased -the knit and layout of your clothes are quite different from what I'm accustomed too. I'm always eager to see tailor work of different species first hand,” she turned her attention to the tea pot and prepared to pour a pair of drinks.

You meandered to the table, pulled by the layout of food and sweet breads. “I, uh, noticed you have a lot of sewing tools and dress materials in the front room I came in. I take it you work on clothes. A seamstress?”

She turned away from the teacups. “Ah, seamstress, pattern maker, clothing designer, wardrobe consultant extraordinaire with haute couture as my specialite',” she winked. “Not that I care to brag.”

“So you're pretty good then.”

“I like to think so,” she came to the table, her horn glowing. Tea cups floated behind her. You stared wide-eyed. Yup. There it was. Magic. Rarity set a saucer and cup in front of you. Steam and glitter wafted from within. A little part of you suggested the use of trick wires or mirrors, but reality was not concerned with sleights of hand.

You blew at the liquid's surface and watched the swirl of steam and glimmer dance away. Indisputable magic.

“Are you alright, dear?”

“Huh? Yeah, yeah, just, um.” You picked up the cup. “Tea! Tea -I, it's been a while since I've had a nice, real, hot cup of tea.” You smiled, hoping she couldn't smell ignorance and 'backwater' sensibilities on display, at least not yet. Looking like a slack jawed yokel didn't have much appeal.

“Oh,” she picked up your hesitation, but let it slide. “Freshly brewed.” A cup levitated to her mouth and you heard the smallest sound of her taking a sip. You took a whiff of your own tea. The liquid itself looked innocuous, but it smelled potent, and made you light headed. You could almost hear the leaves still blowing in the wind and growing on their stems. Hear the rush of rivers that the water was once a part of. Sweet. Almost other worldly in sweetness. A color flashed in your mind. Purple. It smelled like purple. You shook your head and took a sip.

Up until that point you thought tea was a dull thing served in old-folks home and in bottles of Brisk. That was a lie brought about by a life poorly lived.. Tea was wonderful thing that should be enjoyed by everyone everywhere all of the time.

“Do you like it?” She asked, a little concerned.

You closed your eyes and smiled while biting your lips. You nodded. Words would not suffice.

Her curls shook as she breathed in sharply. “Where in heaven are my manners? Did you want any sugar or lemon with your tea?”

You shook your head quickly. “No,” you took another sip. “It's perfect. Perfect.” Sweet Christ on a bike this is amazing. You thought taking a bath made you feel better, but you felt like you could compete in gymnastics if you had two glasses of this stuff. Indisputable magic indeed. It bubbled in your stomach like a pleasant broth.

Rarity laughed almost nervously. Sometimes her excellency caught her by surprise. But oh he was an enthusiastic one, wasn't he? She was enjoying herself, perhaps too much. A lady doesn't like showing off, but that was one of her few decidedly unladylike behaviors.

Seeing your spirits raised quickly in so short a time filled her stomach with butterflies. Helping others always did, but this was...well. She was prepared to admit she needed this. She felt enlightened by warmth.

Occupied by the brew as you were, you noticed a minor relaxation of the mare across from you. It was like watching a wound up spring letting out its breath. Her wide, blue eyes took on an eased softness

She looked a bit pretty, doesn't she?

The thought was quick, but effective. You put down the empty cup and tapped on the table before grabbing a cookie. “So,” you start “why do you love clothing so much?”

The question and answer should've been obvious for her, yet she took time to answer. Thoughtfulness worked down her brow and wrinkled her muzzle. “I...” her ear flicked, “I don't believe it's the clothing, necessarily. Rather what the clothing does, what it can do.”

“And what is that?”

“Bring the best out in people. Young or old, stallion or mare, there's a fabric, color, and seam style that can do more than just,” she waved her hoof in the air, “just make them look good. It contrasts and enhances their personalities. A good garment can bring someone's soul a little closer to the surface. Literally wearing their hearts on the sleeve. And nothing is more beautiful than seeing someone's heart. That's what people ask me to do. Make the world see how beautiful their hearts are.”

She took a sip of tea. “Because that's what it's all about. Beauty. Inside and out.” She smiled. “Beauty is more than my business. It's my passion.” She looked towards the ground, a little embarrassed, but pleased at herself. The wine from earlier was making her chatty.

You were so impressed you forgot about your cookie. It held limply in your hand as you struggled to come up with a follow up. A query rolled down the assembly line, to your surprise.

“Then why aren't you wearing any clothes right now?”

“Because I'm a heartless monster.”

The cookie fell from your hand.

“Just a joke, dear. A joke,” her eyes sparkled. She was trickier than you'd first suspect. You laughed.

“Clothing in this particular town is reserved for more special occasions. As I said earlier, we're a rural little corner, I'd hate to come across as....uppity.” She sounded a touch dejected. “But it makes getting ready in the mornings easier, I suppose.”

She poured more tea and stirred it with a spoon. “But my heart isn't something I'd care to display all the live long day.” She frowned, thinking she was edging around the topic of Personal Business.

“I'm finding that hard to believe in the face of all this hospitality.” You chewed on a slice of cucumber, trying to take the edge off the tea. It had more kick to it than you thought. “You're a real life saver, I mean it.”

“It's only what any decent pony would do, dear. Oh, speaking of, let me see your hand. If we're lucky it may just be bruised. As I said, I know a few medical spells, but if you need professional attention, I'll take you immediately.”

You raised your hand in experimentation. The fingers were swollen and fleshy, but they moved. Rarity frowned. “I'm not too familiar with your, hmm...structure, but I can tell a fracture when I feel one. This doesn't seem to be the case...” Quizzical eyes raised down to her.

“I have a younger sister.” She shrugged. “A bit of the adventurous type. A lady should be prepared for anything.”

“Alright then,” you conceded. Your arm held in mid air. Rarity placed her left hoof below the wrist. The tip of her right hoof traced slowly down your hand applying light pressure on your knuckles.

“Do you feel any sharp pains?”

She pressed down again. You grunted a little, but the pain was more of a general discomfort than springing from anything specific. The fur on her foreleg brushed against the tips of your knuckles as she checked your fingers. Slight, but they seemed to draw the cramp away.

Her white hoof was porcelain smooth. It glided across your injured skin, spreading warmth from the tips of your hairs and into your skin. Her touch tingled. Touch. Press. Turn your hand over please.

She ran her hoof in slow circles across your palms. Her gaze was focused like she was looking down at the lines and wrinkles of your hand at a microscopic level. Her lips moved quietly, then she nodded once, before pulling her hooves away. You almost wished she didn't.

“Good news. I don't think anything is broken. All the same, I want to put some cream on it. It'll help the pain, and it's good for your muscles.” She must've seen the look of hesitation on your face. “Don't worry, it's rated for all species. All natural ingredients.”

The mare hopped away from the table and nosed around in a pantry filled with more exotic yet somehow perfunctory bottles. She chose a short round container and brought it you. “Here we are. This always does the trick.”

Her magic unscrewed the lid. Inside the pink ointment was shiny and jiggled gently as a dollop was pulled out and placed on the palm of your hand. “We won't have to use much,” she explained. “It's very potent. As it should be, they charge a hoof and a haunch for it.”

Your hand glowed as the cream spread on the tops of your digits and around your palm. Rarity put her hoof back to your hand, massaging the ointment into places that the magic missed.

She didn't ask if you'd rather put the cream on yourself, but you really didn't mind touching her hoof again. To be honest, she didn't mind either.

You both needed this.

The cream and magic seeped deep into your skin, relieving the pain and so much more. She let you go and smiled. “Feel better?” Her voice was light.

Your fingers wiggled more freely than they had all night. You flexed your wrist in circles. “The results speak for itself. You'll have to tell me where you got that stuff. It's a godsend.”

“Gladly, dear.” She replaced the lid and carried the container back to its shelf. You watched her bouncy tail swing left and white over white, shapely legs.

Oh for cripe's sake. You hoped Florence Nightingale syndrome couldn't set in that fast. It could be worse. But she was a pony. But she saved your ass from dying out in the rain in the middle of the night.

Your rubbed at a sudden itch in your eyes. Dust must've got in there.

Something rumbled in the pit of your stomach too. Damn. That tea meant business. You grimaced. But you'd rather contend with itchy eyes and upset tummies than wet, damp, and freezing.

Rarity approached the table again. There was a pause in her step when she looked at you.

“Something up?” you asked.

“No...it's just...” Her mouth opened in silence before the words came out. “Your eyes...” her voice trailed before finding itself again. “They look quite lovely.”

They also felt very irritated. You blinked in rapid succession. “Uh, I think I have something in them, actually, I need to wash them out.”

“Of course, use the sink, by all means,” she sounded nearly hypnotized.

You got up, wincing. Invisible fairies were pricking your eyes with needles. Your hands tugged at the faucet and water fell from the spout. You were loathe to get your face wet after going through so much effort to get dry, but necessity called.

After several long moments of splashing the pain subsided. Your eyeballs throbbed instead of jerking from tiny pin pokes. You turned around and bumped into Rarity. She stared straight upwards into your eyes, her own unblinking and brilliant in how blue they were. Her lips were parted just so. A bundle of looping purple hair fell down her forehead.

“I...I....could you do me a favor?” She sounded almost timid. You blinked slowly.

“Like, uh, what?'

“Would you mind kneeling down for me? I'd like to see something.” Rarity's face looked dazed, like she stared through a mist. You felt a little weirded out, but she's done nothing but help you so far...

“Alright,” You lowered yourself to your knees, level with Rarity's head. She sneaked a step nearer to you. Her eyes slid around your face and settled on your eyes. You could almost see your reflection bouncing off her pupils -shining things, like they were carved from a marble of ocean water...

“Rarity?” You whispered. She remained silent and continued to examine you -no. She wasn't examining you, she was gazing at you like a painter does at a piece of art. Your cheeks turned red and you averted your gaze.

But you're pulled back like a balloon to the sky, and her face was the sun. A hoof brushed the curls from her forehead. The shine and streak of her eyes seemed to ripple and splash like water.

Did you really think she looked like an animal? No. No. She was....she was pretty. Her fur ran in a fine grain, swirling like white wheat across her muzzle and down her neck.. Waterfalls of full purple curls fell down the side of her head. The fine line of her lips curved upwards into quiet dimples. She was more than pretty. She was beautiful.

You felt her hot breath across your nose.

“You have...the most lovely eyes I've ever seen,” she whispered.

“Never...thought they were anything special,” you admitted, but distractedly so. Could Nightingale syndrome go both ways? This had to be a speed record. You were prepared to break your hand a hundred times over if this was the result.

You ran your hand through your hair. The follicles itched.

Rarity raised a hoof and inched across the small gap between you and her with hesitation. She touched your cheek.

“Just exquisite,” she muttered. “Reminds me of a friend.” The dainty hoof ran across your brow. “Teal.”

Teal? That color was close to green, right? But your eyes weren't-

She swung onto her hind legs and put her other hoof on your face. Up your cheeks they went, across your ears....she stroked your hair. It felt wonderful...it seemed to relieve the irritation springing up on your scalp.

In response you put your good hand under her chin. The fur there was just as soft as you would think. More soft, even. The tips of your fingers slid under her jaw and down the side of her neck. Her mouth opened by degrees from your descending trace.

There's an explanation for this, said a voice hanging off to the side of your mind. First contact, right? Two members of different species and genders trying to learn more about each other for the sake of understanding and camaraderie. Right? Any similarities to intimacy is just...a coincidence.

Right?

Because why would a creature as lovely as her want to get intimate with you?

She continued to brush and stroke your hair. Strange. Your hair wasn't really long enough to be brushed.

A strawberry blonde lock from the top of your head fell into your vision.

Strawberry blonde was not your hair color.

“Oh my...” husked Rarity, in a clear level of rapture.

“Oh shit,” you spat, tripping into a clear level of freaking out.

You sprung to your feet, knocking Rarity to her side, yelping as she was yanked from her glazed indulgence.

“Shit, shit.” You tugged at the hair and ran your hand through your head. Your hair was longer, softer. You felt it bounce against your neck as you turned your head. A Mirror. “I need a mirror.” Your feet slipped and dragged on the floor to get to the bathroom.

You doubled over in the hallway because your stomach screamed at you. You drank that tea too fast. Cookies and cucumbers were not good for you that late at night. At least that's what you told yourself.

You flew into the washroom, skidding in front of the mirror to get a look at yourself.

Teal. Whatever your eyes were before, they're teal now. You blinked in disbelief. They seemed bigger, too. Pupils widened to let in all the light they could. The better to see yourself. Your hair likewise was caught with streaks of strawberry blonde and kept growing longer. For a mad moment you thought you could hear the strands as they extended past your eyebrows.

You pulled them away, tried to pull it out. Tugging on a handful of hair hurt like it always had. Your fingers dug into your scalp, trying to rub out the invading color, but it was a vain effort. The vibrant shade slid over and through your old one. Soon your entire head was covered in long streaks of creamy reds.

“Nuh-uh. No. No,” you said. Rarity called for you from the other room. You closed your eyes, counted to three and opened them. Still red. Still teal.

Your stomach churned hard enough that you fell to the floor, almost hitting your head on the sink. Rarity appeared in the doorway.

“Sweet Celestia,” she gasped. “What is happening?” You were hunched over on the ground, your hands covering your face. She was frightened, unsure of what came over her, and completely at a loss as to what was happening to you.

She ran to your side and patted your back as you hacked and cough. “Hell,” you coughed. “What the hell is-” then the burning started. It was like someone dunked your head in kerosene and threw a match onto your face. It went past the skin, through the muscle, and dove into the bone.

You pulled yourself to the tub and turned the water on while in your frenzy with a panicking Rarity circling. Cold water flushed your face, helping little.

Then it ended. The match and all its fires were pulled back and snuffed out with a flick of breath.

You withdrew from the water and shuddered on the floor, eyes closed tight as tears squeezed through them.

Rarity gasped.

“What is...what is...” you wheezed.

“You look beautiful,” she said.

Has she lost her mind? You opened your eyes and were confused by a block in your vision. Fur and muscles twitched where your nose should be, and tingled when you touched it. Dear hell, you thought. Back to the mirror.

You said a very loud curse word. The head of a very wet, very scared pony was staring back at you. Its eyes were large, its hair was long and full. Its muzzle was long and narrow. “Can't be,” it said with your voice. “I'm losing it,” its jaws and long tongue moved up and down. Beads of water dripped from the creamy fur that caressed its neck and shoulders.

Chapter 2

Hands ran over your head, scratching and yelping, saying “no, no, no” because it was all you. You had a pony head. Your dark, heavy eyelashes flushed in disbelief as you fell into a daze.

Cold tile met your rump as you fell back. Tentative hands touched the unfamiliar fur on your cheeks. You felt it waver and brush against the skin on your face. Your head felt much warmer with all the new hair and fuzz enshrouding it.

You continued to touch your head in wordless amazement and horror. Soft fur ran all across your visage, turning feathery along your jawline. A finger touched the tip of your lengthened, thin tongue. “What...happened to me?” Your voice was lost and bewildered.

There was marble-sharp tapping of hooves behind you. Rarity loomed to your left, keeping herself at arm's distance, her head low. That hypnotized look lurked in her eyes.

“Very lovely,” she expressed in the tone of a drugged critic praising a sculpture. “Wonderful mane,” her foreleg carried into the air. “So lush...” Your eyes followed the tip of that hoof as it arced to the top of your head and slid down the curve of your skull. Her touch was a practiced one. You half-pondered how many mares had closed their eyes and breathed softly as she ran her hooves across their pretty faces.

“No.” You shook your head, tousling your hair -your mane, across your muzzle. “Don't touch me.” You press your foot down and lurch back. “Get away from me!” Fear gave you speed enough to fly through the door and down the hallway before you felt something pull at your ankles, tripping you.

A blue shimmer warped the air around your lower legs and dragging you back in fits. The magic was sharp electricity to the bones and muscles it grabbed -similar to moving your limbs after they fall asleep. Sweaty palms slid across the hardwood floor. Your fingers prickled at the futility of fighting the force pulling you back. Friction burned your elbows.

Rarity stood as a dubious point of luminescent power outside of the door leading to the bathroom. Her horn flashed and wafted with energies. Large blue eyes narrowed, still trying to comprehend what was happening.

“Don't run. Please, please don't run.” She half-apologized. “I don't know what's happening, but don't simply...” her voice blew off like embers.

The dip in her attention loosened the field on your legs. Blessed once again with movement, you made use of it for a few steps at least. Rarity snared you once more and pulled. Your socks flew off.

The sight shocked the pair of you. Your toes had disappeared, melding into one rounded, cream-colored nail. Fur had sprouted along the top of your feet. Where her magic lapped and rippled, more growth was encouraged. Your foot swelled and lengthened.

You were smart enough to add nickels and dimes together. They were turning into hooves. “For fuck's sake Rarity, let me go!” you yelled. The cut of your tone rattled Rarity's focus on her magic. She looked between you and your feet.

Along your hands and knees, you leaned against the wall and tried to stand. Balancing on the flat digits was hell, even with the wall as support. You had to stand wide-legged. “That magic -that's what it is! Fuck, you've been using it all night. The tea, the cream, even the food!” you squawked. “Dammit, it's in me! It's inside me!” Your stomach gurgled in response. The glimmer and microscopic discharges of supernatural lightning flashing inside your veins and bone marrow felt clear. “I need to throw up. I got to get it out before -before,” Your knees went into an epileptic fit, throwing you down like someone snapped the lines on a marionette.

“Before what?” Rarity murmured, standing in place. You clutched your knees in an effort to steady them. “Before you turn into a pony?” Her voice drew a line of intrigue across her brow.

“Yes,” you gulped. “Exactly. What if I can't fix myself if that happens?” Your large green eyes were painted with fret. Rarity's stare shifted to the ground then back to you.

“Would that be so bad?” she asked. You froze.

“Wh -Rarity, what?”

“To be a pony. After all, I'm pony,” she said calm and matter-of-factly. “and it's a wonderful thing.” She took a firm step closer. “A wonderful thing to be a pony. Especially a gorgeous mare such as moi.” A blue line of light trailed up her horn. “And if that,” she took a slow breathe, “alluring new visage of yours is any indication, then you'll turn out to be a wonderful little thing of a mare indeed.”

“A, A mare? I can't turn into a mare,” you shook your head, “those are female. I'm a guy.” You clung onto thin fact like a rope dangling over a cliff.

“Not with those eyelashes, dear.” Her smile was wicked.

Your hand went to your face again. That scared reflection the mirror burned in your mind. It was so girly.

“Aw hell.”

“Come now,” she cooed. “I've been trying my best to help you, I still am. Don't just....” her voice dipped like she stepped into a pothole.

“Just don't throw this away.”

“The hell are you on about?”

She drew near in a march. Her head bowed like she was about to confess a sin. Her eyes were wide and earnest. “I said you were beautiful earlier, I wasn't lying. I never lie on such matters, I-I don't even think I could...”

Rarity looked at you again, her face flashed between emotions of confusion, awe, and very clear longing. “Oh, Celestia, you remind me of her.”

You nudged your back against the wall. “Remind you of who?”

“A friend,” she said and turned her eyes away. “A very good friend of mine. A kind girl. A pretty girl, most pretty,” her voice dripped. “You and her share quite a few features.” Her head picked up. “But you're not her. No, no, I think you may yet look more elegant.” Rarity's voice turned hush. “Divine, even.”

You drew your knees up to your chest.

“Please, let me pull you through this. I want to see what you look like, what you really look like.” Dampness built around her eyes.

Your mouth moved against your better wishes. “Why? Why do you want to see me as a mare?”

She swallowed. Her voice, before so certain and manicured, turned small and pleading.

“So I can love you for it.”

You shake your head. “I can't do that. I won't.” But there was a fray to your voice and Rarity was quick enough to pull.

“You came to me soaked to near death, injured, and lost. I helped you. And you are truly lost, aren't you?” Lights in her brain were switching on. “I don't think you belong here at all. But I can make you belong.”

You picked up the defensive. “How am I supposed to get home then, looking like you? I can't belong, then I could never go back.”

“How did you get here?” She asked.

You couldn't answer.

“You don't even know. You're lost, love. Lost as a back alley kitten.”

It was like someone dropped a rock into your gut. You just woke up in the middle of the forest. It was dark. It was frightening. You were still frightened.

She came to your side and brushed her muzzle against your cheek. Her voice was a soft as her fur. “It's alright, though. I'm here for you. I can take care of you and love you, and make sure everyone else does too.”

A million uncertainties ran through your transfigured head. The prospect of returning home seemed low, and home was never that great to begin with...

“But why, why do you want to do that? It has to be more than love, you don't know anything about me.”

“I can get to know you. Inside and out,” she trailed a hoof down your chest. The closeness of her graces sent signals down to your maintenance crew. You shifted uncomfortably in your jeans.

“Looks like we're starting already,” she smiled. “Your question is fair. Do you want to know why?” She looked away from you. The side of your face was flushed in the purple seat of her hair. You breathed in without thinking. Sweet. She smelled so sweet.

“I'm lonely,” she whimpered. “Celestia above, I'm lonely. Do you know what I was doing before you knocked on my door? I was drinking a mid-priced bottle of wine all by myself because I couldn't think clear enough get any acceptable work done.”

She sighed. “My work is my life. Beauty is my life, but I want living, breathing beauty to kiss and caress. That's what I want, a little beauty all to myself to draw love and inspiration from so that I may spread it across the whole wide world.” She rubbed her hoof in gradual circles across your heavy breathing chest.

“Rarity, I think...I think...” Your legs trembled again. The knees jerked and your legs shot straight out. Another wave was coming on. Your shins burned. The muscles in your thighs hiccuped and cramped. You clenched your legs as they turned plumped and thickened.

Your hooves elongated and your shins turned and circled, ripping the seams of your jeans to form proper pony set of hindquarters. You moaned as there was nothing you could do to fight it.

“Here,” Rarity said, “let me help at least a little.”

Her horn sparked. Your jeans and underwear ripped cleanly away from your body. Your legs twitched and your hard cock bounced into the air. You tried to cover it out of embarrassment, but the pain in your legs meant you pulled your hands unwillingly from your shame to press down where it hurt the most.

Your legs were turning long and shapely. Your thighs had a generous curve and bristled with fine, wispy hairs that sprouted between your fingers. The flash of magic only accelerated the process, and they filled with femininity at an almost impossible speed.

Rarity watched with leashed eagerness and anticipation. The fur raced up the side of your legs and around your waist, stretching across your groin and...

“There we are,” she lilted. Your penis burned, pulsing faster than your heart was beating. Each of your balls constricted like they were being wrapped in wire. You wailed there on the floor, hands flying to your agonizing genitalia.

You cursed at it to stop. You begged for it to stop. The fires burned and burned. You felt your scrotum shrink into your groin. Testicles dove inwards and resettled themselves into an organ suited for another purpose entirely.

The freed space was fleshy. The shaft of your penis softened. The tip was red and melded lower and lower, losing definition. You pulled your hands back as the defining portion of your masculinity withered away into folds of skin until only the red bead of a clit remained. The skin around it darkened and turned puffy. A long, narrow vagina quivered and dripped with clear fluids.

“Oh, oh God.” You pulled your legs up and covered the invasive organ, too frightened to touch it with your hands, lest it be accepted as a part of you. It burned underneath your palms and longed to be touch. You squeezed your eyes and tears fell out. “I can't take this. Help me. Rarity, please.” Your ovaries flooded your lower body with estrogen. You could practically feel it seeping into the rest of you.

“I told you.” Rarity circled to your front. She slid her hoof between your pony knees and spread them apart easily. Her head lowered down to inspect your flushed sex. Her nostrils widened and you heard a deep drawing of air between your legs.. Her eyes closed in heady bliss. He head lolled to your thigh and rested there.

“Stallions lack a certain something. They're handsome, yes, and strong too. Wonderful creatures, doubtless. Yet....hmm hmm...they lack a blooming, flowery quality that I prefer. Mares, however,” her eyes half-opened. The gaze of her blue diamonds slid down your leg and settled in that newly formed valley. “Mares are absolute gardens to be tended to and appreciated.” Her teeth shined as she smiled.

“Good thing it costs nothing to look, hm?” Her nostrils blew air across your nub and folds. Your lower jaw would not stop quaking. Your thighs pressed together to protect your new shame, but Rarity placed another hoof on your thigh to keep you from hiding the flower. You whimpered. Did she have to stare at it like that?

“But I want to do much more than look, and I believe you'd like that as well. Dear, there's so much I can do to ease this for you. I can't think of any reason why this should be so traumatic. This can be fun, for the both of us. Let me help you. Let me help you. Let me love you.”

Your buried your head into your arms. “Do it,” you pleaded. “Just make it stop!.”

She laughed liked a stringed instrument. “Lay back my dear, my darling. Before long you'll never want me to stop.” Her tongue's tip curved and licked the bottom of her lip with a slow glide from left to right.

She lowered her head. A wave of purple curls tumbled down and tickled your thighs and the bottom of your belly. You couldn't see her, but you could feel her moist, hot breath dampen the folds of your already wet sex. Her lips kissed the confused nub. She kissed the outer folds and over the center. Light licks and careful nips decorated your womanhood.

“What if someone sees this,” said a splinter sense of shame. Your head snapped around like a nervous weather vane, peeping down the hallway to make sure no one was coming. You couldn't explain a pony going down on you, not even to yourself. A hollowed vacuum built up inside of you, yearning to be filled.

Yearning. You didn't want to yearn! You didn't want Rarity's head nestled between your legs licking away as if someone glazed you over with cherry syrup. There wasn't any other choice though -you didn't know how to handle this. Although judging by the wild flares of your nostrils and the deep breaths you took, Rarity was very qualified to handle you.

Her tongue entered you and the world held its breath. The tip of her muzzle tickled your outer layers. The long, thin, flexible emissary of generosity lapped in and out, exploring with an earnest wonder and eagerness to please.

And it was working. Your chest hiked up and down. The tips of your fingers tingled. “Ah,” you went. “Ah, ah ah...” but something was different. “Oh...” your voice rose in pitch. “Ahh-h,” like notes on the scale. Do re mi fa so and so, so, so, oh, oh...

“R-rari....” there was a fanning fragility to your voice.

“N...nh...” an unfolding delicacy.

“Ahhh, oo-o...” so soft and pretty.

“It feels...it feels...” your eyes squeezed shut. You grunted and bared your teeth. Your piping hot cheeks would fire steam if a hole were poked into them. Your legs wrapped across Rarity's furry back.

Her head bobbed in a steady rhythm, matching the gasps from your muzzle and the beat of your pulse.

“Don't...don't...” you bleated. You bit down on your tongue and shook your head. Sweaty bangs hung all over the front of your face. “I...I don't want....to...”

But you did. That was the worst part. Guys weren't supposed to want the feeling churning inside of you.

The world exploded and unleashed a flood between your legs. Fireworks lit your spine. Your hooves rose off the ground and kicked in the air like a well-scratched animal. Your voice cracked and broke through a ceiling, turning so light and airy that you might float away if someone didn't wrap their arms around you and held you close. It embarrassed, scared, and excited you all in one go. You wondered if you would ever come back down to earth.

But Rarity was there holding the string. Her tongue cleaned up beneath you. She surfaced for air and licked clear fluids from her lips. There were no words. A few fingers rested on your furry throat and felt the vocal chords within twang and make the girly gasps you heard.

She strolled up to your chest, ran a hoof along it and felt a heart beating so fast that it might flutter up and around the ceiling if you opened your mouth.

“That's just one of the many skills in my repertoire.” She eased you off of the wall and settled behind you and encircled your chest with her fore hooves. “Now show me the rest of your party trick, darling.”

It took a million years for your hand to reach the outer folds of your new vagina. The shuddering pink skin within didn't disappear when you touched it. You didn't wake up on your bed, or outside in the rain. The reality remained as it was -a patchwork body propped up in the hallways against Rarity. You gulped. No escape from this.

Your voice came out as a nervous rattle. “Please. Get me through this already.”

All the light in the room soaked into Rarity's horn. The focal point of her power hummed like a woman's song. Washes of blue and white light streamed from the tip. It flowed over your body like water that didn't care much for the pull of gravity.

The magic wanted to be near you, to touch you and let you know that everything was going to be alright -everything was going to be beautiful.

Blue, winding fields of aether pulled your shirt off and lapped at your chest and caressed your shoulders with warm, invisible fingers. You squirmed as the touch reached through your skin and tickled your cells, teasing your bloodstream, and kissing your DNA strands -unwinding and sewing them back together in a form more suitable for this world.

Luscious fur blossomed along your chest and belly. You gasped as your hands melded together into sleek hooves. You cried out as the magic pressed and pinched at your waist, making it trim and shapely.

The hall tilted to its side. Your eyes rolled to the top of your head and your stomach leapt and the tips of your hooves tingled. The sensation of falling in an elevator overtook you. The fur along your back rubbed against Rarity. Something sapped at your mass. The boards and walls of the hall stretched outwards and upwards as you shrunk.

“Such a tiny thing,” Rarity purred. She patted your head.

Thoughts of being so small raised an objection in the midst of your mind, but Rarity ran her hooves across your furred chest and stomach as it became a slim barrel. She came to a stop right above your genitalia.

You looked down. The blue light swirled underneath your belly, raising two pink mounds. You gasped as they twisted themselves into a pair of nipples. Soft naked flesh rose above your creamy fur. You yelped and tried to rub them away. Not breasts. Anything but breasts!

Rarity placed a calming hoof over your wrists and nudged them to the ground.

“Nothing to be ashamed of, darling. Don't you think they look sweet?”

She jiggled your mounds playfully. You giggled. The strange tune reached your ears and silenced you immediately.

Rarity nuzzled the back of your mane. “You have a wonderful laugh darling. Don't be scared, I'd like to hear more of it.” The tips of her hooves toyed with your springy teats. Bit by bit you were stripped by any trace of masculinity, and now it was making you laugh. More giggles and gasps were teased from your lips.

Your legs wiggled along the floor in pleasure. Your lower backside buzzed like an eager child was tugging on your spine. Rarity's hooves didn't stop flirting over the surface of your small breasts, and you didn't stop laughing. When you stole a slip of breath, you felt another tug. The pulls and yanks continued and a curl of hair that matched your mane emerged from between your legs.

A tail, you thought. It twitched and flickered around as your featherlight laughter floated down the dark hall. The strawberry blonde ribbon of hair caught the reflection of Rarity's blue magic. Lines of aether lifted a few strands into the air and let them float to the ground.

Your body buzzed all at once. You called out to Rarity, begging her not to let go. The final adjustments were made to your body. Organs, hormonal glands, nervous systems, and blood vessels underwent fine tuning. Every muscle and bone locked up. Your ears stood straight into the air and you sounded a long cry.

Then the magic decided everything was absolutely perfect and it was time to go. Light flowed over your limbs and between your fur, converging on your forehead. Your skull split. Hooves kicked hard on the floor as tightly packed keratin budded and twirled out of your head. Magic popped and shot sparks from your new horn. You cried as magic formed one last permanent badge and bond between you and the rest of the world. You slumped out of Rarity's arms and onto the floor.

“Guess I put a little more magic in you than I thought,” she said.

Through a heroic show of strength, Rarity stood up, walked in front of you, and flopped down as well. Both of you labored for breath. You felt Rarity's exhalations brush your nose. Tears of confused joy wet your eyes and muzzle.

“Did you do it?” you whispered. “I...I'm a mare now?”

Her eyes opened a little. The ocean blue of her pupils were alight in the night. “Yes. Yes you are, and you're lovely. Oh stars above, you're loveliest mare in the world.”

“I am?”

You felt her lips. Soft, smooth, wonderfully shapely lips. You opened your mouth wider and let her in. Her breath flowed into your mouth and nose. She even smelled pretty, and her taste was so delectable. For several long minutes the two of you laid on the floor and explored each other.

Her touch was gentle, but ardent and shameless. Her hooves tried to sneak back to your vagina, but you placed your own on her fetlock, not ready for another vigorous go. She understood and instead settled to running her hooves around your flushed skin and fleshy thighs. Her ears twitched in pleasure at the sound of your cotton-soft sighs.

Her hooves wandered up your body and played with your mane. She stroked your fuzzy ears and nuzzled into your nose. Oh god, you wanted to be petted and touched forever.

Rarity bit her lip and her eyes shimmered with a stroke of inspiration.

“Feeling well enough to stand up, darling?”

“Hm? I..uh...I think so.”

Rarity tried to swallow her laughter at your attempts to stand on four legs. She caught you when you tilted too far to the side, and gave you clear instructions on when and how to move your legs.

“It's like watching my sister learn how to walk all over again.”

Your face reddened and you realized how much Rarity was going to be needed in the coming days. Of all the ponies in town, you'd win the award for “Citizen with the Least Idea of what They were Doing.” But if the smile of Rarity's face and good humor were any indication, she was more than willing to let you lean on her a little.

And she was ecstatic. Her stomach was packed with butterflies as she led you down the hall and back to her work quarters. This was exactly what she needed. Already the blocks in her mind were crumbling and falling at the passing gaze of your touch. Ideas and inspiration flipped and rushed across her synapses.

“There's a little project I've been working on,” she said. “Up until now I've been producing more, ah, socially minded garbs. But...well, you'll see.” A mischievous smile grew on her lips.

In the dark she led you behind a wall of curtains and told you to watch your step while she positioned you on a low platform.

“Just stay right there, I'll turn the lights on. Oh, the anticipation! I'm shaking at the knees with the stuff!”

The lights turned on.

A half circle of mirrors stood directly before you. The deep breath you took sucked in air and all the sound in the room.

Porcelain. The word 'porcelain' spelled itself out in your mind. You were petite. Your legs were long and sweeping. They lead up to a finely curving stomach and tight chest, up your swan-like neck and finally to your doll-like face. You shook your hips and your eyes lit when your tail waved in response.

Your eyes grew watery and you put a hoof to your mouth. You never had a serious problem with the way you looked -it was the state of things. But this, the painterly thing that moved when you told her too and spoke when you wanted to speak -you felt graced by a mysterious power.

God, you were glowing.

A thousand highlights speckled the swirls of green and flecks of blue that were your pupils.

Rarity came to your side, taking in the sight of you standing in full light. You were a touch taller than her, being long limbed without looking gangly or awkward.

“Better than I ever would’ve imagined. A work of art, top to bottom. Magical, simply magical.”

“Magical,” you agreed.

“Now about that little side project -” Rarity walked over to a closet. “My work output, by and large, is meant for dances, balls, weddings -large social gatherings in other words.” She pulled out a few drawers. “And it's fine work. Wonderful, exquisite, but. But. I had a wee notion about catering to a more, ah, intimate setting.”

She removed boxes and a plastic wrap and went to a table. “More enticing. More accentuating, dare I say, ahh, sensuous?”

Rarity revealed a garter and a pair of deep red leggings with countless straps and garnished with laces. Intimate, accentuating, and very naughty.

“I call this line Diamonds After Dark, and I just know it will overtake the bedrooms of Equestria like wildfire. How can it not? They're positively tailored to raise the bedroom temperature.”

You should have been shocked and appalled. She wanted to truss you up in a lacy net of straps and form-fitting fabrics! The indignation should be mountainous. The righteous anger would’ve been able to cow mountains.

But goodness did it scream out quality. You knew nothing, -nothing- about lingerie, but looking at the belts and loops and trimly shaped garments Rarity spread around you excited a part of your mind that didn't exist before.

This looked fun.

“Care to give it a test run, darling?” Her eyebrow cocked itself like a shotgun.

“Well....you've been so nice to me...” you lowered your head but couldn't hide your smile. “It'd be rude not to help out a friend, right?”

“Rude?” Rarity asked as a magically propelled corset slid across your back. “Not you, not in a hundred thousand years. I'd simply hate to impose...” She bit her lip and looked upwards, always one to enjoy coyness. “But I love, love, love a girl who's always game for something new.”

This was new alright, and you were feeling very game.

The corset tightened around your waist and stomach. Red strings looped into holes and knotted themselves firmly up over your spine. Straps snaked up your chest and fitted themselves into a black collar that snuggled onto your neck and shoulders. Crimson lace fluffed out on the upper seam.

“Not too tight, I hope?”

You shook your head, the material was firm, but somehow empowering. “It's like you knew what size to shoot for ahead of time.”

She chuckled. “Well, I've always had a gift for measurements. Hm hm. Watch your legs dear.”

“Huh? Oh!”

Your rear hooves were hoisted into the air by invisible hands. A heart colored pair of panties worked over with intricate nightshade stitching slid up your legs, brushing the back of your knees and traveled over the full curve of your rump. Your tail bundled itself up and slid through the hole provided at the top of its dark band. Two elastic straps connected it to your corset.

The panties were tight, sitting over your new privates and teats with a strange authority. It pulsed and winked as the underwear fitted itself, seemingly with the goal to make you horny again.

Your hooves continued to dangle in midair when two pieces of hosiery unrolled themselves up your leg. The tight netting pressed your warm fur closer to your skin. The red bands were stitched with small black hearts.

After craning your head, you saw a small trio of ocean-blue diamonds set into the patchwork. “Gems? Those match the ones on your side.”

“Yes, brand recognition, you see. It's not too gaudy, is it?”

A small 'umm' escaped your lips. “No. It looks nice. All of it looks nice.”

A shiny ribbon floated to the base of your tail, wrapping itself around the long, smooth hairs in a tight fashion. A band several inches long constricted the hair together firmly, letting it flow and hang freely in the air, leaving a clear, open gap between your rear and your tail.

Finally, a big red bow fixed itself to your mane. Rarity tapped her chin.

“No.” She shook her head. “No, no, that bow is simply -that's just...oh, what was I thinking.” Her horn buzzed once more and the offensive bow was banished to the corner to be dealt with later. “Much better. Can't get everything right the first time.”

She walked up to your side. “Go ahead, darling. Walk around. Strut! Work it, in other words. We're trying to make poetry in motion here. Let's see it!”

“See it? Poetry?”

“Yes, yes!” She clapped her hooves.

Her head was fit to pop with the artful and lusty energy that was coursing through her system. You raised your foreleg and took a step. You raised a hind leg and took another step. Another. Another. The finely sewed fabric folded and bent along the appropriate seams. A smooth, satisfying sound accompanied every movement. Hose against slim leg. Laced bands against a furry waist.

Your tail swished in the air. Just walking back and forth in a straight line was putting you in the mood. Before long your hips picked up a natural sashay. The stance of your head raised higher. You noticed you were a little taller than Rarity.

“Marvelous,” she whispered. “A true natural! Darling, were you a model in a past life? Tell me yes right now and I'll take it as gospel.”

“A past life? I'm not so sure.” You looked up and down your body. “But this life...well, just maybe.”

Rarity encircled you, examining the fit and working of the corset and stocking when wrapped around living, breathing model. “Oh, this set has a special surprise.” You heard a patchy zip come from the underwear and fresh air blew against the clean rim of your exposed asshole and cunt.

“This one is all about ease of use.” Her purple tail flicked out and tickled your sex. You giggled. You were that sensitive? Really?

“Ahh, your laugh is just infectious!” She bounced on her hooves. “That's it. I'm inspired. Back at full, feisty capacity, yes! We simply must put on a show soon.”

Your head snapped up. “A show? What kind of show?”

“Well, a fashion show. I have a few more sets ready, and I just know there isn't another mare in town that can sell them as well as you. We'll start small of course, I know a few people who know a few people...” she rattled off names, numbers, and locations with violent velocity. Her voice crashed. She took a deep breath.

“I believe I made myself dizzy. Excuse me, I must sit down.” She traipsed into a sofa and carefully settled herself on a cushion. “I'm getting ahead of myself. A lady mustn't rush things.” Her eyes closed and she made a small attempt to find a piece of zen.

Her eyes popped open in surprise as you bounced on the couch next to her. “Hello there.” she said.

“Hi,” you responded. “I don't...blame you, if you're excited. I'm excited too.” You bit your lips and looked deep into her eyes. Her beautiful, wide eyes. “You made me pretty, after all.” Your body leaned closer to her. The sound of licking your bottom lip was heard.

“Oh,” she responded, accepting your weight, relishing the texture of the fabric she made against her skin. “Aren't we an energetic little songbird? And so lovely on top of everything else...” In the room a pair of lips touched.

“Yes,” you said. “Yes we are.” Rain pitter-pattered outside.

Lips touched again, and then some.