A Shadow In The Night

by Topside

Chapter 10

Previous Chapter

Canterlot hadn't seen a wedding in ages--not a royal wedding, mind you--and so this was truly a spectacle to attract everypony who was anypony. Rarity found herself mingling through the crowds, sipping at her glass of champagne, letting it relax her. ~~She needed it; likely everypony did after the invas~~ It was simply what one did at these sorts of receptions and parties, and it made conversation, happiness, and good times flow like the wedding dress she'd helped design.

She could, at times, barely see through the ocean of ponies chatting amiably, and for just a moment she felt she should find a slightly quieter spot to get off of her hooves. She spotted a gap between ponies, and made for it.

Only when she nearly bumped into the well-groomed stallion did she realize it was not empty space in front of her, but indeed a stallion broad of frame, a charcoal coat, and positively luscious silky black mane. He might have blended into a ~~strangely moonless~~ midnight sky except for when he turned, and his eyes caught her own.

He greeted her smoothly, his ruby eyes radiating warmth, and all directed right at her. It had been some time indeed since last they'd crossed paths, something she agreed wholeheartedly, though she made known that she'd hoped it might be more often.

It was a bit difficult for him, unfortunately, he needed to be in the background for some time yet. It seemed odd; she knew she'd met the stallion before, but he seemed so much more defined this time. His slightly curved, slender horn; his sharp red eyes, his ~~fangs~~ perfect and brilliant smile were all so stunning and vibrant that he seemed to make other ponies dull by comparison. Without warning she'd even followed him to the outer gardens surrounding the central reception, unaware her hooves had moved under her!

A stallion like him ought to be in the foreground where he could be properly appreciated, she countered with a surprising lack of deliberation. She smiled at him over the edge of her drink as she sipped gingerly. It felt almost liberating to let words flow thus; she'd never experienced such smooth discourse before, ~~especially with that massive fool of a prince~~ and she wanted to indulge in such flirting more often.

And then he asked her if she would again have a dance with him before he left with the dawn.

Her glass of champagne was long forgotten as her foreleg rested atop his shoulder, with him standing upright. It was a dance slow and, by nature, intimate; the ponies participating had nowhere to look but each other's eyes, and each supported the other on their hind hooves as they stood taller together. The grey stallion led her in a slow spiral through the garden, taking his time with her, as though knowing with a mare like Rarity, there was a long game to be played indeed.

It was for them and them alone: None were watching, and even the moon and stars were veiled, leaving them cast only in the comfortably warm torchlight as the ~~upbeat, celebratory music played in the distance. Rarity fought a giggle as she heard Twilight singing again~~ slow yet somehow lively strings played somewhere nearby.

She lost track of time as the dance went on, but after the gardens had ceased turning about them, she felt his muzzle against her own. She let her eyes drift closed, and a dance began anew as their lips mingled, slow and sensual and just as smooth as each step they'd trod upon the grass. The world fell away, and then she fell back to it, her back upon the bed.

He bade her expend no effort; he would see to her enjoyment now. She felt something stir at the back of her mind as he loomed over her in a crystal-lined bedroom, and the softest silk and down gave way beneath her back as she gazed, entranced, into his eyes. Perhaps they would share many such dances in the coming days, he said, then spoke no more words.

She nodded, a forehoof resting upon his cheek, and following him as far as it could. He trailed a series of lingering kisses down her bare chest, which rose and fell with quickening breaths. Her coat was only lightly dampened by his lips, but she felt herself growing heated, perspiring slightly, and it left her sensitive to every brush of his coat to hers, and every little stirring in the air. It was far too vivid, and it was only then that Rarity realized she was dreaming.

That was right when he moved completely past her teats and pressed his lips to her lower ones.

Her back arched from the bed and she let out a positively lascivious noise of primal bliss. His kiss, though at first chaste for a given value, deepened, his lips parting and his tongue warm and soft as it filled her. Alive. Flexing and rolling against her walls as she thrust her hips up against him unabashedly, craving his touch deeper and harder, and he obliged. She dared to look down, and could only see his eyes as he devoured her with a growing energy. She couldn't see his lips, for certain, but his expression was both mirthful and hungry and grew more so each time he drew another moan from her throat.

She felt little points of pressure against her flesh, too. Not the smooth surfaces of a pony's teeth, but something sharper. Her breathing quickened not only from the pleasure that built each time he attacked her outer lips, or any of the other hypersensitive clusters he found as he explored her marehood, but also from the coalescing feeling that she should be afraid of him, needed to be afraid of him. The voice of rationality took a back row seat as she parted her hind legs more for him.

She cried out his name, desperately, eyes closing as her body shuddered, and he obliged by wrapping his velvety lips around her clit and suckling, tongue flicking across the sensitive flesh. Her vision went white and-


"I'm...afraid that was when I woke up," Rarity finished, blushing despite having been staring at the far wall as she had judiciously-then-not shared the contents of her dream, as best she could remember. "I was...out of sorts, as you might imagine, and was unable to get back to sleep."

"Oh, my," Lotus replied, and gave an audible swallow. "I do not blame you for losing sleep after a dream like that. I don't wish to presume, but I do know the sort of gentlecolt you're looking for." Her hooves dragged the broad massaging stone down once more, then carefully and symmetrically plucked the smaller stones from atop Rarity's joints. "But your dream stallion did not act like any nobility I know of."

A giggling answered from Aloe as she did the same for Fluttershy, not noticing the tension in the mare below as she willed Lotus to stop talking stop talking please stop talking I already have a stallion for her-

"Perhaps your sleeping mind is suggesting looking for somepony within reach. He may not be dark and handsome,"

no no no no shut

"but if you only search far off, you might miss a far better stallion, closer than you think."

Fluttershy sighed and she let go of her worries once Lotus finished without attempting to set Rarity up on a date. No, this had turned out perfectly, and once they had a chance to talk in the privacy of the sauna, she could-

"The sauna should be ready now. Here, let me help you up, Miss Fluttershy..."

"Oh, yes. That sounds wonderful," she murmured in reply.


"Now remember, simply ring the bell beside you if you need anything at all," Aloe said, her hooves surprisingly soft on the hardwood floors of the sauna as she exited. "Please, enjoy yourselves."

"You've been awfully pensive, darling," Rarity finally spoke when the door had closed on the small room, leaving the two lying on a comfortably padded bench seat, facing each other. "I know you only just heard why I'm in my state--which I confess is vastly improved upon, so thank you--but is there something on your mind?"

If only she knew! She wasn't sure how she should feel: Twinges of jealousy at Sombra's interest in yet another were fought down by the reassured knowledge that they were of like mind, and relief that their herd would almost certainly grow. But he was also playing around in her friends' dreams. She could say everything here and now--they were alone, of course--but for some reason she felt her hooves metaphorically growing cold and heated all at once.

"Well, um...i-it's silly, but I thought..."

"Fluttershy, dear, nothing from you is silly," Rarity assured her, reaching out and resting a hoof on her foreleg.

The contact was electric, something Fluttershy attributed to her racing thoughts and the places they were charging headlong toward. Nothing was different about the touch now, except for her. "I just thought...i-it was rather thoughtless of him."

"Who do you mean?"

"Your...your dream stallion. He just...he got you so worked up...and then he just let you wake up," she spoke, voice soft but, for now, not exactly meek.

"Oh, I'm sure it's hardly his fault," giggled Rarity, a faint blush on her cheeks. "And if you've ever had such dreams, you know that they always tend to end before the...well, the good part."

"I-I know about those," she admitted with a blush of her own. "But...isn't it better when they don't end?"

A look of uncertainty crossed the unicorn's features. "Darling, what are you saying?"

What was she saying? Suddenly she couldn't find the words that had been on the very tip of her tongue a moment ago. She felt herself suddenly on the edge of despair, and it was just like those few nights ago as she trembled, feeling powerless to move as somepony so close was yet so far away, and needed her to make the first move-

"Mmph!" remarked Rarity, eyes wide.

Fluttershy hadn't realized she'd moved until she'd done so. The soft impact of her lips to Rarity's was enough to almost catch them both off-guard, but the difference was that Fluttershy owned the moment. She didn't press the kiss farther yet, but she felt her heartbeat calming somewhat now that she'd taken the leap. Her lips are like marshmallows, came an errant thought, before she pulled back slowly, finally daring to open her eyes once more.

Rarity looked a dozen times more out-of-sorts than she, her eyes still unfocused until she brought them back to Fluttershy with effort, and her entire body rose and fell with her suddenly heavy breaths. "Oh...oh my," she managed to get out, her shocked expression teased by little hints of a growing smile at the corners.

Fluttershy giggled. Giggled! What had she been nervous for? She wasn't free-falling, she was in control, and to some distant, still-surprised part of her, she was able to speak. "You liked that...didn't you?" she murmured, voice soft.

"Oh my stars, darling, yes, but...but wherever did this even come from?" she asked, her head still spinning at the fact that she'd just been kissed by Fluttershy. And so boldly, at that!

"Let me help, Rarity. We've got enough time, Aloe and Lotus won't come back for at least half an hour," she suggested, a smile gracing her lips as she took the reins. She couldn't let go of them now, she knew, but she wasn't out of control. Like she'd done so many times with her Stare, she just needed to keep leading. Suggesting, though, instead of compelling. And right now, Rarity was so very suggestible.

"This is...it's very sudden, Fluttershy. If..." She felt her words almost chosen for her. "If I declined...would you respect that, and remain my friend?"

"I would. But...you don't really want to stop, do you."

Through the fog of her racing thoughts, Rarity felt a surge of familiarity in the way she was being seduced. Like a charming, confident dream-stallion that knew what she wanted. But Fluttershy...Fluttershy was real. "N-no, darling. I truly do not."

"Okay," came her friend's simply stated reply, as if it were the most obvious thing in the world. In hindsight, it was. "Then we won't."

She didn't resist as all as Fluttershy put a hoof to her chest and gently pushed until she lay upon the bench, the soft padding not quite a bed, but close enough. The sight of half-lidded teal eyes looking down into her own, however, made up for any shortcomings the locale might have had. Rarity couldn't help but smile up at her until their lips met again in a slow kiss, one that progressed over uncounted seconds from soft pecks to gentle nibbles, and didn't stop until Fluttershy's resolve won out first and her tongue played across Rarity's lips, asking entrance.

Rarity gave it gladly.

Her eyes slowly closed as she let out a moan, the sound barely escaping her mouth before Fluttershy tasted it right from the source, and decided she wanted more, delving gradually deeper. She sought a point where Rarity would offer the first sign of being uncomfortable, but to her surprise even as she finally tilted her head to one side, that point never came--instead, the unicorn angled to the other side and deepened the kiss to its limit.

Their tongues danced in the wet heat between their sealed lips, little room in one's mouth that was not filled by the other's eager exploration as the two friends teased at something far more between them. The idea, first cast to her in a surprising light, quickly became one which Rarity was surprised hadn't been truly considered before now.

There was nowhere for her to retreat, but as soon as Rarity felt her head swimming for want of air, Fluttershy herself relented, very slowly parting from her friend. Pink erupted beneath white cheeks as the light caught a gossamer strand between their lips. "Oh...oh, my," she panted, looking up at the pegasus with a newfound awe. "You...all that..."

Fluttershy giggled again as she answered with a hoof pressed softly against Rarity's still-damp lips, silencing what might have been more breathless rambling. "Relax, Rarity. It's what we come to the spa for, isn't it?" she murmured. "Let me take care of this for you."

Rarity, though the haze in her mind was thicker than the steam all around them, nodded once with a slow decisiveness. The next kiss fell upon her jawline, prompting her to tilt her head up. Another followed down to the hollow of her throat, earning a soft moan. Then another, on the rise of her breast. This continued, and Rarity hooked a forehoof under the edge of the bench below just to hold onto something, as she felt she'd need it soon.

Meanwhile, the kisses trailed lower and lower. And lower.

And lower.

It was slow torture until Fluttershy's forelegs gently pressed at the insides of Rarity's thighs, and again the unicorn offered no resistance. By then her arousal--having been rekindled as she recounted the dream--had grown overwhelming. As soft breath stirred the silky coat of her abdomen, Rarity gave a louder moan and arched herself up from the bench. It was slightly embarrassing to be so on edge already, but Fluttershy was pressing all of the right buttons.

Wings fluttered at her sides as she lay her eyes on the faintly squirming mare, exposed. Not like the casualness of trotting about in a state of near-permanent undress, Rarity was letting her see- No, a glance up along her body, meeting those blue eyes watching from over the rising and falling of her barrel, corrected that thought. Rarity was begging her to look upon her in the most intimate of places, and with a smile she did.

Her teats were small, unswollen, like her own as neither had foaled. Unlike her own, though, alabaster fur let pink flesh stand out in such contrast that she had to oblige each of them with a nuzzle and then a warm lick, satisfied to hear a sharp intake of breath above as she played over the right, and that air let out in another moan as she attended its twin. However, these weren't her final goal, as much as she resolved to explore just how sensitive they might be in the future.

Rarity's breath caught in her throat as she felt Fluttershy's wash over a far more sensitive reach of her body. Just like the rest of her, her marehood was immaculately tended and groomed, and the white silky fur smoothly gave way to flesh that was dampened and--if she looked long enough--visibly quivering in time with her pounding heartbeat. Unseen, Rarity's hoof tightened under the edge of the bench-

"Hnnnnh!"

The first touch of that warm tongue to her sex was like lightning shooting upward through her body, and she arched as if shocked. She'd wanted to watch, but as she came down from the first overwhelming sensations, she found she could only lie back and gasp for air while gentle forehooves nudged thighs apart that had reflexively tightened. Rarity didn't fight it, and she was rewarded with a soft kissing that walked up her left thigh, culminating in one placed directly on her lower lips. Fluttershy moved to the other inner thigh and did much the same, a bit slower this time, seeming to savor the little twitches she could feel running through those legs, the unicorn restraining herself from bucking wildly, desperately.

Fluttershy rewarded her with another lick, this one slower and more indulgent, taking in the smooth feel of her slit, the sweet and heady taste of her need, and the radiant heat that pulsed against her tongue. Rarity answered with a louder moan, and a trailing, breathless whimper that might've been her name. She didn't let her recover, and played her tongue across those flushed folds again, with a bit more force behind it this time. Like the kiss, she quietly, insistently asked to be let in.

Unlike the kiss, Fluttershy pushed harder on the next lap, and didn't let up until she'd dragged that smooth caress along the glistening pearl that was now barely visible. A wordless cry filled the room, and neither seemed to care; Rarity was riding ever-higher waves of ecstasy, and Fluttershy was busy adjusting her forehooves until they rest on either side of her marehood and slowly spread her open to reveal glistening pink flesh that throbbed with desire.

Unwilling to torment her friend, her herdmate, any longer, Fluttershy delved in, tongue stroking the dew-covered outer walls, and pressing harder each time as Rarity lost herself in pleasure. It was clear she was no longer able to control how hard her hips desperately attempted to thrust up to meet each sensual lick, and Fluttershy's forelegs kept those hips pinned in place. She didn't draw it out though, nor did she stop for an instant.

Cum for me, Rarity.

Rarity couldn't see Fluttershy's lips, only her eyes as she devoured the unicorn for what felt like hours, her truly divine tongue never breaking contact with her splayed cunt, and the intense gaze she found herself the subject of both tickled something familiar from her dream, and finally pushed her over the edge.

As her one hoof tightened on the bench until it ached, her other flew to her muzzle and muffled her screams as best she could, but stop them she could not; like the frantic bucking of her hips, her cries came again and again as she rode out a peak that Fluttershy deliberately dragged out to its full extent, one hoof moving to rub gentle, quick circles over her clit as she suckled and kissed and even nibbled while Rarity coated her muzzle with her nectar.

Rarity gave out first, finally collapsing with a whine that, without words, pleaded 'too much', and Fluttershy immediately relented, releasing her hold on her flanks which remained parted, and watched with a positively glowing smile as her friend came down from her orgasm, gasping in slowing rhythm for air until she returned to almost breathing normally, though the steam-rich air left her head feeling light despite her efforts.

"Oh...Flu...Fluttershy," she managed to get out as the pegasus moved over her again. "That...th-that was..."

"Just the first," she gently interrupted, before pressing their lips together.

Rarity, despite her long-held notion that one didn't kiss their colt- or marefriend immediately after such activities, kissed back eagerly.


"Has it not been a half hour?"

"Yes, but...perhaps they would appreciate another fifteen minutes."


Author's Note

Shoutout to a shadowy 'ling for helping keep me sane, as always. <3

More to come!