The Second Floor Club

For a moment nopony responded to Rarity's declaration. Based on Rainbow's earlier teasing, Twilight assumed they were all shocked. She was quiet for the opposite reason - she'd never really thought about her friends as sexual creatures before stumbling upon their weekly meeting, so she didn't have enough idea of Rarity's normal behavior to react strongly.

Pinkie rallied first. "Whoa, you spent the night with somepony, Rarity?" She paused. "In both senses of the phrase?!"

Rarity raised her chin a bit. "Thunderlane did pass a very pleasant night at the boutique, yes."

"Oh my," Fluttershy looked down at the couch between her forehooves. Twilight thought she looked a bit disappointed, but couldn't figure out why.

"Well come on then," Rainbow Dash said. "Spill! I can't wait to hear something real from you for a change."

Rarity's First Story - Sleeping Over

Honestly, there's not too much to tell. Rainbow's right, it is quite tame compared to her raunchy escapades.

"I knew it, I'm the best!"

It wasn't a compliment. But moving on. Twilight, dear, since you missed the meeting two weeks ago, you should know I happened to be behind Thunderlane in Applejack's cider line this year. We got to talking, and by the time we made it to the front of the line, he'd asked me out to dinner. I'll admit he's not as high society as some of the stallions I've pursued, but he's quite gallant when he wants to be.

"I'm sure staring at his rear for a few hours didn't hurt none," Applejack said.

Hush, there's nothing wrong with enjoying a look or two.

The first dinner was quite pleasant, and Thunderlane dressed up impeccably. He has a very nice white suit that goes with his mane, it was quite dashing. And he arranged for Savoir Fare to do us a darling special meal. He does know how to treat a lady. So we had lunch or dinner a few more times over the last few weeks.

Then the day before yesterday, he came by to commission a new suit, and left me a darling little letter as a surprise, the clever colt. I found it a few hours later. The Canterlot Philharmonic was in town, on its way to Baltimare, for one night only, and he got tickets for us! So of course I accepted. He picked me up in a carriage, of all things! Oh, but he does know how to treat a lady properly.

He went all out. He got us a box, and had wine and some lovely appetizers on hand when we arrived. I didn't know how he afforded it at the time, but of course I wasn't so rude as to ask. I did some research at the town hall, though, and it turns out his family is rather well-to-do in Cloudsdale.

"I thought everypony knew that," Rainbow Dash said. Fluttershy nodded along.

"I didn't! Maybe only pegasi do." Pinkie said, to scattered mutters of agreement.

Rarity paused and glared until the comments from the audience abated.

Be that as it may. We sat in the box seats to watch, and had some wine and some delicious mushroom and fennel bites. And of course the music was just divine, some of Bethooven's finest. But of course, it was a date, and our fifth at that. It wouldn't be proper for a lady to move too fast, of course,

"Where in tarnation d'ya get all this from, Rares?" Applejack scratched her head. "I ain't ever heard of anypony having a problem with a mare knowing what she wants and going for it."

"Demure mares were the romantic ideal among most unicorns in the late classical period, just before the unification," Twilight said. "Well, at least among the most respected philosophers and authors. Most modern studies suggest it wasn't very common even back then. In any case it hung on for a while with the nobility, as part of their resistance to really mixing with other pony types. As far as I know, everypony these days thinks it's a bit archaic, even nobles in Canterlot."

Yes, well, not my fault so many have abandoned our most romantic traditions. And respecting ponies who are telling a story, as well. As I was saying, I wasn't going to move too fast, but I must admit I'm quite taken with Thunderlane, and felt that our relationship was ready to progress a bit. So I will admit I sat perhaps a bit closer than necessary. His coat felt divine up against my flank, even with just a bit of contact, and I could tell he felt how close I was too.

A few minutes in, I made a bit of a show of shivering - I was in this lovely dress, but a bit thin - and he wrapped his wing around me like a good gentlecolt. I must say it was quite warm. I leaned into his side closer, and he wrapped the wing tighter too. He did it slowly, I certainly felt I could have objected gracefully if he'd been moving too fast. But I must say it was nice, and I certainly wasn't going to. After a while, I was leaning fully against him, and there was this delicious tingle where our cutie marks touched. And he had his wing very firm against me and was, ah, running his feathers along my barrel and cutie mark. Oh, they were so soft and supple, hooves and magic don't feel nearly as nice. I must say Applejack, I hope you'll forgive me when I say I understand your fondness for pegasi a bit more now.

"S'fine sugarcube," Applejack smirked, "somepony's gotta console the stallions after Rainbow'n I seduce all the mares." Rainbow grinned back at her, and both raised their hooves to each other in salute.

On her couch, Twilight flexed her wings self-consciously, wondering about their apparent vast powers. Nopony seemed to notice except Fluttershy, who met her surprised gaze for a moment then looked away, blushing.

By the time the concert was getting to the last movement, I must admit I was no longer at all cold. As they were going into the final act, I felt him leaning even closer against me. He pressed the side of his muzzle to mine, so we were nearly nuzzling. His wing was firm on my cutie mark now, so close his feathers sometimes flicked over and teased the inside of my legs. I was quite drunk on the contact, and must say I got somewhat forward. I twisted my head and pressed my lips to the side of his muzzle. Before I knew it he'd turned too, and we were having our first kiss, right there in the box!

"You went on five dates and it was your first kiss?" Rainbow spluttered.

"We don't interrupt you to say you move too fast, Rainbow," Fluttershy frowned at her. Rainbow looked down and muttered an apology.

Thank you, darling. As I was going to say, it was a divine kiss, everything I'd expected. It felt like we barely came up for air until the concert ended! By then I was quite thoroughly aroused. Again like a gentlecolt he accompanied me home in the carriage, and we shared another long kiss outside. As he bid me goodnight, I found I didn't want him to go. He'd turned to leave, and there was enough light from the Boutique that I could make out his whole rear. It was looking oh so nice. He had his tail down modestly, of course, but I wondered what I'd see if he didn't, if he'd be hard and his sack would be clenched like in Twilight's story, letting me know just how much he'd enjoyed our evening.

So I called out for him to wait. He turned around with this adorable little half-smile, I could tell he was hoping for something, but didn't quite believe he'd get it. So I asked him if he'd like to come in. For a minute he had this big, genuine smile, and my heart nearly melted.

Rarity paused for a moment in her story and blushed furiously. Then she took a deep breath.

I told myself I'd give you girls all the details like Twilight did, so I suppose I'll have to be more explicit sometime. Very well. My sex melted too. I was soaking my poor dress, and I was quite sure he could smell me even from where he was. Alas, the smile faded after a moment, and he told me his sitter was leaving in a few hours, and he had to get back to Rumble.

I'll tell you girls, I was certainly frustrated, but it was sweet, too. I think of Sweetie Belle and all the trouble she's caused me, but I know I'd not abandon her, either. So I nodded, and walked back out to give him another kiss, and turned to go back inside, though I couldn't resist teasing him a bit by flicking my tail as I went. I knew he couldn't see my marehood under my dress, but I thought he might appreciate the gesture. Besides, it was a dark blue dress, and even in that light it felt like there might be a visible wet spot.

This time he was the one who called out to wait. I turned around, hoping he wasn't going to ask me to come to his place despite Rumble's presence. Instead he told me his brother had been hoping to have a sleep over with Snips and Snails, and offered to see about arranging it for that night. Of course I accepted. He grinned at me and said he'd be back soon. I told him I'd leave the door open, and he should let himself in.

It was one of the most agonizing waits of my entire life. I spent some time cleaning up and bringing out candles to set the mood. I even set some up in my bedroom, telling myself it was just for something to do, though I think I realized once he came back, I wasn't going to let him leave before morning. But of course setting up an improptu sleepover takes time, let alone getting across Ponyville, and back, so I ran out of chores before he was back. I wasn't going to pleasure myself in his absence - I wanted him to do that, after all - so I had nothing to do but sit on my couch and fantasize, getting more and more aroused.

Finally he came back. It felt like forever, though in truth he made great time. He let himself in and saw me on the couch, and his eyes went wide. He'd taken off his suit, replacing it with saddlebags which he tossed by the door. He apologized immediately for it, but said he thought I'd rather he saved time by flying back, and he didn't want to ruin it. I just nodded and grabbed him up in my magic, pulling him over to the couch and kissing him, I must say in retrospect, wantonly. It had me feeling quite the forward mare, so I broke the kiss and decided to be forward again.

"It's okay," I said, voice low, "you saved me the trouble of taking it off."

I don't know what came over me! But he clearly didn't mind. His eyes widened, then he smiled. "How about I take yours off, then?

I let him push me down on my back on the couch and take off my dress with his teeth. Oh, his lips on my coat as he worked the clasps were just glorious! And as he pressed down against me to do the ones at my breast I felt his shaft against my belly. It was so warm and hard, and felt so long! I've seen the diagrams of course, but I just imagined it...inside me, all the way to the places it touched, oh! I squirmed against him and he moaned. I slowed him down by kissing him every time he undid a clasp, but finally he got the accursed thing off. I rose to get it out from under me and tossed it carelessly in the corner - I know, I was ashamed when I discovered it the next morning! At that time, though, all I cared about was getting back to his lips and body. I pressed him down under me this time as I kissed him lasciviously, using a great deal of tongue, which he returned. He wrapped his wings around me again and pulled me close, pressing us completely together.

I felt his fine coat against my breast and belly, of course, but I was hyper-focused on his shaft, hard and gloriously warm, pressing deliciously into me, and his firm orbs resting against the pearl at the base of my sex. I squirmed on him and moaned and panted into our kiss, and he panted back. His wings were running all over me, like the lightest loving touches on every inch of my barrel and flank. I wondered if I would climax on him, or if he would on me. Then I imagined feeling him spurting his ropes of seed on my coat. I shivered with the depravity of it, and decided I didn't care.

Before it came to that, though, he pushed me off him. He's so gentle I forget, but he is a strong stallion, and had no trouble freeing himself. He didn't break our kiss for long, but rose so we were both sitting. The couch was too small to be really comfortable in that position, and it occurred to me that it would be in most. So I regretfully broke the kiss. I smiled at him, and pressed a hoof to my lips when he looked confused and ready to say something. Instead I turned and presented wantonly, winking at him, then started walking towards the stairs.

He got the hint, of course, and followed me up to the bedroom. I lit the candles with my magic as I entered, then I...well, I must admit, I went over to the bed and rested my forehooves on it. I raised my rear and pulled my tail aside and winked, presenting like a mare at a stud appointment. I honestly don't know what I would have done if he'd mounted me. Of course I don't want a foal now, but I was so mad with lust. You all know I've only ever had my fantasies before, and having this respectful, powerful, beautiful gentlecolt here, obviously wild about me but willing to take it as slow as I liked...well, it turns out that only made me want to go faster.

Fortunately, he showed his true colors to be quite excellent. While I was shamelessly exposed, half dreading and half hoping for the feel of the tip of his shaft at my entrance, he pressed me into the bed with his muzzle instead, and started working on my pearl and my cleft with his tongue. I ah, suspect he may have been Flitter's teacher, Rainbow, because while I haven't had wide experience with the art, I certainly had no complaints. His tongue felt nothing like my magic, soft and slightly rough and marvelously supple. When I'm taking care of myself, I must admit I often go quite quickly, because I've built myself up too long to wait. He took it so very slow. It felt like an eternity of his soft, wet tongue on my soft, wet parts, darting over the lips and nub in ways I could never predict, driving me wild. Then he'd dip in, just frequently enough that I never quite expect it, bringing a gasp from me every time. Finally I peaked, and shuddered, moaning, into the bed. I pulled my rear legs onto it lest they fall out from under me, and lay there, panting. He slid in beside me, planting a gentle kiss on the side of my muzzle.

"How was that?" He said quietly into my ear.

"It was the first time anypony else made me climax," I admitted, also whispering, then continued, "it was wonderful," and kissed him.

As our tongues danced, I realized he must still be unsatisfied. I took his shaft between my forelegs and began working it, and he moaned into the kiss. Then I remembered you girls and your adventures, and decided I should show him the same kind of courtesy he'd shown me. I left his lips and kissed along the edge of his jaw to his neck, then down across his breast. He squirmed and panted under me as I went lower, and I glanced up to see his mouth open and his eyes shut, a smile on his lips. I finally reached the top of his belly, the same level as the tip of his shaft. I took a deep breath and took the tip of it between my lips. I've read about the technique, of course, so knew not to do anything like use my teeth, but still I was a bit nervous. I started playing with his tip with my tongue, and looked up at him, hoping for a reaction. He moaned again and nodded slightly at me.

I started experimenting, just hoping to get a feel for it, but I suppose just the feel of my lips and tongue on his shaft was pleasant. He certainly seemed to enjoy everything I did. I worked at it slowly and cautiously, challenging myself to take more and more into my mouth. I never got it all, of course - I hear that's quite difficult - but I felt the tip at the back of my throat before I finally decided I'd taken as much as I could, and my mouth certainly felt full. I ran my tongue along the bottom of the shaft as much as I could, and kept my lips tight around the shaft, moving my head to pump it.

"Rarity," he moaned as I took it deep again, "I'm very close." I grunted an affirmation, but had already decided I wanted his seed inside me in some way, if not the risky one. I kept going, and before long I felt his shaft clench against my lips, and a hot rope of seed splashed into the back of my throat.

I swallowed the first two fine, but his shaft was jerking quite a bit as he climaxed, and my reflexes were not ready for the flood of thick, musky liquid in my mouth, much as my mind was prepared and my loins warmed at it. I only caught about half of the third rope before his shaft slipped out between my lips. The remainder of that burst painted my lips, while his last two spurted out across the fur of my breast and belly. I must admit, it felt deliciously filthy.

"Sorry," he said sheepishly, "want me to go get something to clean it up?"

I shook my head and licked the remainder of his seed from my lips. "Later. Now, I want you to kiss me again, my dear."

He did, with less passion now but more sweetness. If he minded the taste of himself that no doubt lingered in my mouth, he didn't mention it. I found the slight taste of me on his lips exciting. Just after the kiss sent a little shiver to my hooves, he broke it.

"Was that your first time doing that, too?"

"Yes," I admitted, "I hope I did well enough."

"More than," he grinned up at me, and kissed me again. "You are quite the talent." I smiled and settled next to him on the bed, and we just cuddled each other for a while. I ran my forelegs and my magic over him, and he kept me gripped in his wings. It was wonderful.

My plan, intellectually, when I'd asked him in was to kiss him some more, and perhaps go about this far. I'd told myself I wanted to save my first time taking a stallion fully inside me for my wedding night. But, well, I must admit, thinking about it when I'd presented had left me incredibly aroused. And I know you ponies, who for all your faults are my dear friends and wonderful, moral creatures, have no such boundaries in pursuit of having a good time with those you care about. Lying pressed up against him, kissing him and talking of nothing, held in his wings, was making me acutely aware of his body and my own. I was dripping again, and I could feel him beginning to stiffen as well. I kissed him harder, more like we had during sex, and pressed my belly against his shaft. I moved my haunches up, dragging his shaft across my sex and letting a bit of my moisture coat it. I felt him stiffen further. I broke the kiss.

"Thunderlane dear," I said, my voice low and husky, "do you have, a, ah...anything for..." I couldn't quite get it out. The mixed arousal and shame of trying to so brazenly ask him if he could safely cover me left me blushing furiously instead.

Fortunately he seemed to understand. "In my saddlebag," he whispered back, and sprang to his hooves. I could see his cock was fully hard again, as he made no effort to conceal it with his tail as he flew down the stairs.

He returned a moment later not, as I'd thought, with one of those rubber covers, but with a potion. I recognized Zecora's mark on it. He drank the whole thing down. He was flushed too, I saw.

"I, ah, picked it up when Zecora was at the market a few days ago. Just in case," he mumbled, looking at his hooves. "She said it should last for about eight hours. Everything works normally, only none of it's, uh, live."

I raised his head and kissed him again, then smiled.

"Good idea." I broke the kiss, then turned and rested my forequarters on the bed again, spreading my hindlegs slightly and pushing my tail all the way aside. I could tell I was winking furiously, and felt scandalously exposed. Which I suppose I was. I'd also returned to heavy arousal as soon as I'd decided to let him take my maidenhood, and decided he might need a bit more encouragement.

"It's just as well," I purred, "I'd far rather feel you inside me for my first time, without some silly rubber between us. Besides, one of my friends was just telling me she wondered how much a mare feels of a stallion's seed going inside her, and I'd quite like to find out."

I felt his weight pressing me down into the bed as he settled his forelegs onto my shoulders, and I had to shudder as I felt his tip between my lips, parting me slightly. I panted into the mattress.

"This will probably hurt your first time," he murmured. Bless his gentle soul, but I just wanted him to rut me already. "I'll take it slow, but I still might finish first and have to use my mouth again. Knowing it's your first time is making me pretty hot."

"Thank you, dear, but please, rut me already." Rarity blushed furiously repeating her own words.

He kept his word and pressed himself inside me slowly and gently. I was panting and moaning immediately. His brief entry with his tongue had been nothing like this. His shaft was so warm, and so wide and firm. I've had my magic inside me as well as his tongue, of course, but this was nothing like the same thing. The steadiness of the pressure, the feeling of another pony's flesh sinking inside me, the knowing that this was my coltfriend's shaft, going right where it belonged, well. Just telling you all about it now is making me want it. If he were here, I'd let him mount me right in front of you all.

Fluttershy eeped and blushed furiously, while Dash, Applejack, and Pinkie Pie grinned at each other.

I do know it's supposed to hurt the first time, but either I was too aroused to notice, or I'd broken my own maidenhead with my magic by mistake. Either way, I was waiting for the pain to come even as I groaned into the bedsheets, but I felt his sack smack against my button as he filled me completely without any pain. Instead I felt only the incredible fullness and warmth of having him inside me, and I took in a deep breath. It was glorious, feeling completely spitted, pressed into the mattress by his warm weight, every inch of my back and rump covered by his coat. He closed his wings on my sides and somehow flexed his shaft inside me. I groaned.

"Buck," he murmured in my ear, nearly incoherently, "wow. You're...wow, Rarity, I'm all the way..."

I pressed the side of my muzzle against his, then pressed my lips to it in a sideways kiss. It wasn't as arousing as the open-mouthed ones, but the close contact made it feel even more intimate. Or maybe that was the entire length of his warm cock inside my body to the balls. Either way I was more aroused than I've ever been, and playfully nipped him on the way out.

"Quite," I managed, "and I felt no pain at all. So go ahead and have your way with me, my big stallion."

He whinnied at that and flared his wings, using them to help pull himself into a rear that gradually pulled most of his shaft out of me, leaving only the tip inside. The movement was luxurious, but I felt empty in the absence of his warm cock. Instinctively I pressed my hindquarters back to take it in again, meeting his return thrust. He bottomed out in me again, each of us letting out a moan as I was full of my stallion again.

True to his word he took his time, using long, luxurious strokes. He must have been teasing himself mercilessly. As he got closer, he kept to shorter strokes, bringing his wings into play. You never realize quite how large they are just seeing them clasped at the sides, or in flight! Even moving inside me, Thunderlane could wrap them far enough around me to stroke my belly and nipples, and even tease my pearl from time to time. They roamed from my cutie mark to my nether lips, bringing me closer and closer to my own climax.

"I'm close, dear," I warned him, interrupted by my now-constant panting.

"So am I," his speech was similarly uneven.

"Good," I moaned, beyond all shame now, "I want all your seed inside me, don't waste a drop."

He only moaned in reply, and I felt him stiffen even more inside me. I couldn't help but blush and grin knowing my shameless talk had aroused him so.

Then my thoughts escaped as my climax caught me, drowning all thought. All I felt were waves of pleasure that seemed to be flowing into me out of his shaft, still sliding in and out of me. I felt my body clenching muscles on its own that I'd not known I even had, and broke down in a whinny. He must have felt me squeezing him, because he bucked me harder and faster.

Just as I was coming down, I felt him bury himself in me all the way again and stop. I felt him clench in me, then a moment later felt the first rope of his seed burst from him and splatter inside me. Twilight, so you know, I felt every bit of it, all six spurts filling me up, and it was wonderful. I'd thought my climax was ending, but instead it rose again as he filled me up, and didn't stop until I felt him softening in me, and heard his exhausted breathing in my ear.

Only a trickle came out of me as he withdrew. He'd followed my instructions and put it as deep in me as possible. I could feel it inside me, Twilight, warm and reminding me of him. It nearly made me want him again, but it was already early in the morning, and fatigue won out. He stayed the night, of course, but we just cuddled and slept.

Well, until the morning, at least. When we got up we realized eight hours weren't over yet, so I asked him to mount me again before he had to leave for work. It wasn't a hard sell.

Everypony grinned at Rarity as she finished, except Fluttershy, would was beet red and couldn't meet her eyes.

"That's fascinating," Twilight said, though she too was blushing. "I knew ponies were one of the rare species with nerve endings in their wombs. Hippocampus the Elder did a lot of studies about how we're able to feel ourselves get inseminated like that without being delirious with pain while carrying foals. It turns out the nerves sense the magic of the growing foal and most of them turn off!" She looked around at her friends, who were giving her quizzical expressions. "Sorry. That's...not really what I was thinking about, I just lecture when I'm embarrassed. I was mostly hoping my first time with a stallion is half that good."

"Yeah, I gotta admit, that was pretty hot," Rainbow Dash said, "even if the sex was pretty boring and sadly straight."

"For all it was pretty vanilla, you tell a good yarn, Rares," Applejack agreed. "I reckon my vote's still with Rainbow Dash, but it's just on account of me being happier with any story about mares. Especially those two mares, those legs! Anyhow, I think we'll have to put you in the vote too."

"My story's still gonna be the best," Pinkie said, "but yeah, we should totally let ponies vote for Rarity if they want. And it was totally super hot because Rarity's our friend and her first time made her so happy and hot that we're happy for her!' She looked down between her legs. "And, uh, hot. Anyway! I think if she wins we both owe her dares, but if one of us wins she doesn't owe anything, since she wasn't in on the bet. Seem fair, Dashie?"

"Whatever," Dash shrugged, "there's no way she's beating me, and neither are you. I had Cloudchaser and Flitter. At the same time. Best legs in Ponyville, as certified by our foremost pegasus leg expert," she gestured at Applejack, "and, need I remind you, twins."

"Hey now," Applejack said," I said best pegasus legs. I've got the best legs in Ponyville." As if to demonstrate, she scrambled up on her couch and turned to face said legs to her friends. After seeming to think about it for a moment, she flicked her tail teasingly to the side a few times. Twilight caught a glimpse of her winking marehood before she sat down. Her own was already dripping after Rarity's story, but she felt it wink in response, and her face turned crimson. Applejack winked - an eye - at her upon sitting.

She had to admit, they were nice legs.

"Well," Rarity cut the tense air, "I will not avoid a bet like a coward. If my story is in the running, I too will owe the eventual winner a dare, should your regular tales of depravity somehow beat out my glorious romance."

"Oooh, awesome," Pinkie said, "I never get dares from Rarity! Time for my story!"

As she bounced to her hooves to tell it, Twilight bit her lip and hoped she could get through another story like the last two. If she came just from listening to her friends' exploits, she thought she might die of embarrassment, or perhaps be demoted from her princess rank on account of excess depravity.