Up in the Clouds, Down to Earth

by SleeplessBrony

Just This Once

Previous Chapter

Normally, Rarity would be fussing over herself. Not that anypony would notice – she's far too good to be noticed doing it. Not that it would be necessary, either – she looks perfect, she knows, her beauty honed to a knife's edge through hours and hours of work.

No, but she would still have to. Her beauty is fragile, she knows, a wilting flower needing constant care and maintenance. A slight tuck of one of the pleats on her skirt, maybe, or a quick adjustment of her makeup – these things would happen with barely a thought, as natural as hemming a cuff.

And then there was Fluttershy.

It would be nice to have someone else to fuss over, but the mare next to her stubbornly continues looking perfect, with no interference whatsoever. It's maddening, sometimes – she's never understood how Fluttershy, who takes only the most cursory care of herself to be polite, manages to look...

Well, like Fluttershy.

She's seen Fluttershy, seen her all kinds of ways – seen her crying, seen her bleary-eyed and just waking up, seen her covered in mud and slime and Celestia only knows whatever else the Elements have gotten into on their many adventures. And she always, always, looks pretty. No, not pretty. Twilight is pretty. Dash could be pretty, after a while. Applejack is pretty in a rustic way.

Fluttershy is gorgeous, without even trying. It's confounding – they've spent hours at the spa together, and Rarity always swears her friend looks even more pretty before all the treatment.

Rarity looks her over, again, carefully inspecting the pink dress she made. She's dreadfully obvious about it, all caution thrown to the wind. Maybe that seam is riding a bit...? No, it meets the line of her wings that way, even if they are sort of... drooping.

Rarity sighs, loudly.

Fluttershy dares to look at her, and immediately darts her eyes back to the ground in front of them.

"Something wrong?" Rarity asks.

Fluttershy doesn't move.

"Don't worry, I'm here," Rarity says.

Fluttershy just cringes.

Rarity puts a foreleg over her friend's withers. It's strange – not a trembling, jittering pegasus like before, wired with anxiety. Tonight, Fluttershy is stock still, cold and unmoving under Rarity's arm.

"Don't worry," Rarity says. "Remember the plan."

Fluttershy sighs, a huffy little noise making her sink onto her hooves.

"It's going to be alright," Rarity says, for the hundredth time this week.

"...I know," Fluttershy says.

"This is perfect, actually," Rarity says, again for the hundredth time. "Your dress is much prettier than mine, and I have a place in mind you'll just love."

"... a place?" Fluttershy asks.

Rarity rolls on – as if she hadn't explained this all to Fluttershy dozens of times. "Just remember to try to have fun. Relax, Fluttershy! You must relax – as long as you act the way you do around me or Twilight or Rainbow Dash or... well maybe not Rainbow Dash." Rarity pauses, putting a hoof to her chin. "He's sure to see how lovely you are."

Fluttershy turns to her, for the first time for what feels like a long time. She's almost... Rarity would think she's almost glaring, giving an angry little pout.

But of course she's not. She's just nervous, the poor thing.

"What?" Rarity says, in perfect feigned shock. "Look, I know this is a bit... strange."

Fluttershy goes back to pouting at the ground.

Rarity scrunches her nose up. This just won't do – this is it, Fluttershy's big chance to shine, again.

And she's moping and wilting. Again.

ENOUGH already!

Rarity very delicately ignores that thought. "Look, I know this isn't exactly how you wanted it to be. Celestia knows things didn't go well when I thought I met my prince."

Fluttershy turns to her again, her big doe eyes a little curious now.

"But that ended up working out for the best anyway, and – oh! There they are!"

Fluttershy had been squinting at her, starting to raise one eyebrow. Her eyes go wide as she follows Rarity's hoof, her body jolting and tensing up like before.

"Oh, and he's brought... is that Caramel?" Rarity says, taking her hoof off of Fluttershy to wave them over. "Don't worry, Fluttershy, I'll keep him plenty distracted and then..."

"I can't!" Fluttershy whispers.

"What?" Rarity sputters, flashing Mac a forced smile – Yes, I'm here, we're here, come on over – then ditches it instantly. "Fluttershy, please! You like him, don't you?"

"No," Fluttershy closes her eyes, shaking her head back and forth. "No, no, no..."

Rarity takes her eyes off Fluttershy for a moment – their dates are still a good ways off, threading through the crowd. She tries to give Fluttershy a reassuring pat on the withers and almost falls over, flailing at nothing.

She is alone, of course, the only evidence of a former pegasus being a few stray yellow feathers in the grass.

"Oh, for the love of..." Rarity groans, planting her face into her hoof.

"Uh... everything alright?"

Rarity snaps her smile back into place. Mac is there, a head taller than her and wearing... a tie?

Oh, and he combed his mane! He is just DARLING!

"Uh... I thought you said I had a date?"

Rarity blinks at the second stallion before her, almost forgotten.

"You've met my cousin, right, Rarity?" Mac says, nodding towards Caramel.

"Oh yes, of course!" Rarity says. "We're neighbors, after all."

"Yeah, good to see you," Caramel says, in a way that says no such thing. "Seriously though, what's going on?"

"Um...?" Mac nods at him and then raises his eyebrow at Rarity.

"Oh! Uh... er..." Rarity shuffles in place, mind racing. "Yes, that uh... yes. Double date. Two. Aheh."

Caramel stares back at her, unamused.

"I brought Fluttershy," Rarity offers.

Mac winces and sucks in a breath.

"She's just... uh... she'll be right back! Had to run to the little fillie's room." Rarity nods. Then she darts her eyes around – Fluttershy is nowhere to be seen. She sighs, loudly.

Fluttershy, WHY?

"No, sorry, that's a bit of a fib," she says. "I'm really sorry, I don't know where she is."

Caramel narrows his eyes, but it's toothless – the rest of him is deflated, gone, defeated. "Oh," he says. "Cool. Stood up, then, I guess."

"Aw, Caramel, come on..." Mac starts to say.

"No, I get it," Caramel says. "She probably took one look at me and took off."

Well she wasn't looking at YOU, Rarity almost says.

Ugh, that's worse, isn't it?

"We can still make a night of it!" Rarity offers with a hopeful smile. "You know, just three ponies, out on the town! Doesn't that sound lovely?"

Mac nods with her, looking at Caramel as if that sounds like a splendid idea.

Caramel side-eyes both of them. "Whatever." He snorts quietly, turning to leave. "You two enjoy your date."

He sulks off, leaving the two of them. Alone.

Together.

"Damn..." Mac says, shaking his head. He jolts and bows a little as soon as he remembers who he's standing next to. "‘Scuse my language, Rarity..."

"Oh no, I think that was somewhat appropriate," Rarity says. "This has turned into a bit of a mess."

Indeed. But wait...!

"Isn't he...? I thought Caramel was going out with..."

"Broke up," Mac says. He leans in and loudly whispers the next part. "Kinda nasty, too. I thought maybe... you know."

"I see... I really am sorry," she says. "I swear she was just here."

Rarity feels like Mac shouldn't believe her – she expects it at this point, it seems like the obvious response. But he doesn't look upset or annoyed, or nod knowingly. He just kind of shrugs, smiling a smaller version of his usual easy, vacant look.

"Hope that doesn't mean we can't have a good time," he says.

Rarity starts to answer, but...

Leave. Apologize again, go home, call this whole thing off.

Of course. Obviously. There is a plan, and this is not the plan.

But he's... oh, but look at him!

She does. Not at his muscles or his boyish freckles or his adorable tie, but at him, looking back at her, honest and hopeful and so, so obviously happy to be here. With her.

How could she just leave? How rude would that be, to just walk out after all that?

I am a LADY, and I shall conduct myself with GRACE.

She nods very seriously. "Of course it does not, Macintosh."

He breathes out an exaggerated sigh of relief. "Shoot, that makes my night. I've been lookin' forward to this," he says, holding his foreleg up towards her.

"Me too," she... lies? Either way, she touches her arm to his.

He leads the way, ambling along through the light crowd. She know's where they're going – she'd planned the whole evening for them, after all. And it's a perfect evening for that plan, a warm summer night, the kind of night perfect for just hanging out around town square, chatting or eating or lying in the grass, which plenty of ponies are doing.

Planned? Are you sure you don't mean carefully manipulated?

Of course not. Proposed, is what she had done, politely proposed and suggested and plotted a perfect date for Macintosh and Fluttershy.

Yes, for... for Fluttershy. She grits her teeth, somehow maintaining her smile.

This is fine. Just... stick this one out. Have a nice time.

Indeed. Be polite, have a good time, bid him goodnight and regroup tomorrow.

There. Simple. All I have to do now is be anything BUT my usual charming self.

"Perfect night out for this," Mac says, taking a deep breath, like he's tasting the air. "Almost like you knew."

Well of course she knew – she'd checked with Rainbow Dash three times over.

"Oh, it wouldn't have mattered if I had – this is one of my favorite places, after all," she says.

"Yeah?" Mac says. They stop at the gate, both staring at the little open-air cafe. A quiet, simple spot, right off town square. "I dunno, I thought you would be more into one a'those fancy restaurants."

And you would be right.

She's not really a fan of this restaurant – far too rustic. Fluttershy loves it, of course.

"Oh, it's just... uh... a darling little place. Very..."

Kitschy?

"Charming! Yes, charming," she says. "They do excellent tea here, actually, and – oh!"

Mac is bowing, and more than that – he's holding the gate open for her with his teeth, politely waiting.

"Oh, thank you." Rarity steps through like she's entering a high-society ball. "Rarity, table for four?" she says to the hostess.

The earth pony mare cocks an eyebrow at her. "And the other two are coming along shortly?"

Rarity winces. "Er... change of plans, actually. I suppose a table for two will do nicely, if that's alright?"

The hostess nods and smiles and explains how that's just fine, actually, then leads them through a restaurant that Rarity's never seen before.

Not literally, of course. She's been here dozens of times. But that was always for lunch, with Fluttershy, in the bright and sunny and casual daytime. Now it's all candlelight and young couples making eyes at each other, a sea of small tables meant for two with just a few larger tables grudgingly left out.

And I see why the hostess was so happy, then.

She leads them to a table near the corner, just far enough away from the other tables. Rarity levels her eyes at the restaurant, making a show of being unimpressed. Sure, this is an incredibly romantic spot, far better even that she'd imagined.

But please. EVERY table has a single flower in a glass vase?

AND the candles? They're trying so hard it's almost too much. Almost.

If Fluttershy were only HERE, I'd be squealing about how perfect this is.

But she's not. Rarity comes back to realize that Big Mac has pulled her cushion out for and is waiting, again patiently, again politely, for her to sit.

"Oh!" She jolts and rushes to sit, smiling as Mac lingers for just a half-second with his muzzle down near her rump. "Thank you, Macintosh. Sorry, I was just, uh... taking it all in."

"Heh, me too." He chuckles, just once, and settles down across from her. "This ain't my usual kind of place. Think I might like it, though."

Rarity raises an eyebrow at him, making sure to smile.

But not too much!

Right, of course, tone it down. "And what is your usual kind of place, Macintosh?"

"Oh, shoot, I dunno." Mac seems to think this over quite seriously. "I go by that pub around the way sometimes. I guess most nights I like to just kick back out on the Acres – you know, have a cider or a beer or somethin', hangin' out around the orchard."

Rarity nods and smiles – it sounds ghastly – and very pointedly examines her menu.

She's not really reading it, of course. She magically picks up her water, swirling it around faux-absentmindedly, and watches Mac out of the corner of her eye. He's so obviously, adorably out of place here, his tie just a little crooked, his mane clumsily, barely combed. Of course he belongs back at the farm, maybe sipping a beer by a campfire, maybe curled up in a blanket with some lucky unicorn mare -

PEGASUS mare.

He's staring at her. Rather, she's staring at him, and he's noticed and he's looking back at her, obviously thinking she's about to say something.

Well say something!

Say what?

SOMETHING. Make conversation!

"Ahem!" Rarity composes herself expertly. "And that's where you usually go on dates?" she asks. "Sweet Apple Acres?"

Mac's eyes go wide, but only for an instant. He chuckles again. "Shoot, been a long time since I took anypony out for the night."

Ah, that – that thing Rarity had never discussed with Fluttershy. She'd heard things about Fluttershy's potential paramour, things that had all happened before Fluttershy ever moved to Ponyville.

Heartbreaker. Stud horse. Stallion-about-town.

Scandalous things, from the sound of it, but details were lacking. Rarity had been younger then, after all, still in school. All she knew for sure was that Macintosh was a stallion in high demand, leaving mare after mare breathless and longing. She had certainly never filled in the sweaty details with her own imagination, alone at night in her old bedroom at her parent's home.

She chases the thought away. Wouldn't do to be too hot and bothered, not when composure was so very necessary. Besides, she hadn't heard anything to that effect in ages.

"And why is that? If you don't mind me asking, of course," she says.

Mac opens his mouth to speak, but catches himself – he takes a long moment to ponder, staring at the candle on their table before answering. "Well, uh... if you don't mind me talking pretty straight about it?"

"Not at all," Rarity says, grinning inside.

Finally, something juicy!

"I used to. A lot. Maybe too much," Mac says, just wistfully enough. "Might as well put it out there. I was just bein' a dumb colt though. Back then."

Rarity says nothing – she knows that much, of course, but she doesn't let on.

"When I stopped bein' dumb, I put my head down and just stuck to work. You know, helpin' AJ on the farm, keepin' the family together."

Rarity stifles a snort. "Focusing on your career?"

"Guess you could call it that." Mac chuckles. "But it's been a fair while, and... I dunno, I guess I've just started thinkin' I wanna find somepony. You know, something different, from before. Somepony special. You know what I mean?"

Only EXACTLY.

"I suppose so," she says instead, forcing herself to look disinterested.

Mac lets out a chuckle. "What, you ain't interested in all that?"

"Well I have been known to be focusing on my career," she says haughtily. "Besides, I thought I found all that. Once."

Mac just raises his eyebrows, clearly interested.

What are you doing?

What? We are talking, have a perfectly pleasant conversation about...

That? You really want to go into all that?

Oh, and what else are we going to do? Sit here silently all night?

Rarity sighs loudly. "I had this... silly... thing, with a..." she trails off, willing herself not to growl.

Boorish waste of a unicorn?

"Think I heard about that," Mac says. "That time all you girls went to that Canterlot party?"

"Yes, the Gala," Rarity says automatically. "Wait, you know about that?"

"AJ was chattin' about it fer days when y'all came back." He rolls his eyes, just a little. "Growlin' about some stuffed-up Prince. Sayin' he couldn't see a good thing when it landed right at his hooves."

Rarity freezes, her mouth hanging open just slightly. "Oh. I didn't... I didn't know your sister..."

Cared?

She clears her throat. "At any rate, he was not what I was looking for."

"How's that?" Mac asks.

Rarity blinks at him.

Aren't we the nosy one?

"Well..." she hems a bit. "I had all these foalish dreams, I suppose – you know, the handsome, charming Prince swooping into my life and sweeping me off my hooves," she says, gesturing theatrically, ending with a well-practiced sigh. "It all seems very silly now."

"Why?" Mac says. "Ain't that what everypony wants?"

"What, you want that?" She grins wickedly.

"Oh sure." Mac chuckles. "Can't wait for my handsome Prince. Carry me off into the sunset all fairy-tale like."

Rarity snickers. She really can see it, somehow – Prince Blueblood, rose stem in his teeth, impossibly lifting Macintosh in his hooves and prancing off with the swooning stallion.

"So I'm guessin' you ain't into all that these days?" Mac asks.

What, hot prince-on-prince action?

She fights the blush that threatens to rise on her cheeks. "I am... busy," she says instead.

"Well I'm glad you got time enough for me," Mac says with a delightfully handsome smile.

"Well, you aren't..." Rarity halts, frustrated with her own mouth.

You aren't FOR me. Careful, throw him off the scent a bit!

"I don't know, Macintosh. Don't get me wrong, this is very nice," she says, holding her arms out at the staggeringly romantic restaurant around them. "But I don't want..."

She trails off, completely at a loss.

Don't want what?

A calm, quiet gentlecolt? Polite and handsome and gentle and handsome and...

No, not at all. Not for Rarity!

He's leaning forward a little, hanging on her trailing words. Staring at her, rapt, unblinking, completely at her mercy, and as much as Rarity loves it, loves it intensely with a rush in her lungs at being so important to somepony, feeling her heart beat faster at his eyes on her, she just...

She can't.

She bites her lip, struggling to come up with some way to break it to him.

"Macintosh..." she starts to say.

And then their food arrives.

Her words stop dead, which is fine as she had no idea what to say. Their waiter drops an elegant salad of some kind in front of her and a delicately-cut sandwich in front of Mac, which he eyes suspiciously.

Rarity dives right into her salad, a desperate, drowning grasp at a life preserver. She doesn't taste it in the least. Mac shrugs and takes a few bites of his food, seemingly unbothered.

"Sounds like you got burned pretty bad," Mac says between bites.

Rarity starts a little, struggling to finish her current mouthful. "Excuse me?" she says, dabbing a napkin to her lips.

"Before," he says. "Sounds like you just wanted a stallion to treat you right."

Rarity turns that one over in her head. It's absolutely true. Although she isn't quite sure she likes hearing it from him.

"Doesn't everypony want that?" she says.

Mac just nods thoughtfully.

"It would seem that's too much to ask, though," she says ruefully.

"...Yeah..." Mac sighs. "Yeah, that sounds about right."

Rarity freezes again, salad fork halfway to her mouth. "...What?"

"Stallions," he says. "Can be a right buncha scoundrels, can't we?"

Rarity grins carefully – sure, she'd meant to sound like she wasn't interested, but... "Macintosh, I didn't mean..."

"No, yer right. You don't gotta dress it up, you're right. I ain't puttin' myself aside, either. I've been... uh..." He sighs thoughtfully, she swears she can see him putting the words together. "I've been pretty dumb, before."

Rarity just stares at him.

Alright, I'll just... let him play this out. See where he's going.

At least he's talking, anyway.

"I used to think that's just how we are. Stallions, you know? Think with the wrong head, and that's that."

Rarity winces a little, but says nothing.

See? That was a bit crude. No point drooling over him, he's just as uncouth as his sister.

"But I know we can be more than that. I can be more than that," he says, growing more determined with every word. "I wanna be more than that."

He puts his hoof on the table, sliding it towards her – just a little, just reaching out enough. He's looking at her, meeting her eyes with a solemn swear.

Rarity stares back at him, wide-eyed.

He's... dear Celestia, he's...

She moves her lips a little, silently. She'd been expecting some light banter, perhaps at the most a risque suggestion or two. She certainly hadn't been expecting her heart to be pounding through the front of her dress, swallowing up any words on her tongue.

"Anyway," he shrugs, smiling that coltish, honest smile he has. "That's just the way I see it these days."

Rarity purses her lips, rushing to reconsider things.

Alright, there's far more to him than I thought, perhaps.

Indeed. It seems imperative now to get to know him, really know him.

To pass on to Fluttershy, of course.

Of course. Naturally. She goes over her evening's plans, forever forgetting her salad – she has four tickets in her purse for a film, some sappy romantic thing the critics are panning. Playing in one of Ponyville's parks, an outdoor screening set up in light of all the good weather.

The kind of thing Fluttershy would die for, of course.

But watching a movie in public is hardly conducive to conversation, now, isn't it?

A wasted opportunity.

And besides...

Fluttershy isn't here.

That. Fluttershy is gone, abandoning Rarity.

… Again.

Again! Doing her very best to resist any possible chance with this very striking, very thoughtful, very soft-spoken and charming colt.

Rarity takes a deep breath. These are thoughts for later. For now... well, she might as well take advantage of now. This is her chance to get something out of him.

Talking. Get words out of him. For Fluttershy.

Yes. That. It's not as if she'll accept a second date with him. This is her chance.

"...Macintosh?"

He looks up from his sandwich.

"Where was that pub you mentioned?"

• • •

Wrong.

She keeps hearing it in her head, for some reason. Wrong, this is all wrong. The ground keeps shifting under her hooves, sending her head into slight tizzies of spinning every time.

But it's alright. After all, she has something very solid to lean her weight against.

"You doin' okay?" Mac asks, cheeky laughter hiding behind his words.

"Am I...? Am I, ha! Don't be silly!" she says, still giggling and leaning on his large, stable body. They're walking together, sort of shuffling along down Ponyville's dark streets, and every movement sends her body shifting against the motion of his muscles.

"Are you okay?" she asks, grinning into his rough coat.

"Never better," he says.

She can't see his face, but she knows he's smiling. That wonderful, honest, open smile, the one she'd been enjoying all night. If she'd known how to properly draw it out, she would've gotten drunk with him years ago.

"Almost there," he says.

"Mmmm." That's almost good to hear – the ground is still rolling under her hooves a bit. But it also means... well, the night has to end sometime, doesn't it?

She closes her eyes, still shuffling along with him. She's not nuzzling him, not really, not rubbing her face against the firm curve of his shoulder. They're just walking together, and yes perhaps she's gotten a bit tipsy, and her face just happens to be there.

He smells – not of apples, no, but of hay and grass and dirt and a little bit of sweat. Of the outdoors.

It's awful.

She nuzzles him harder, taking a deep breath, drinking in his scent.

"Mmmmm!" she moans deeply.

"Aheh, umm... Rarity?"

"Yes?" She tears her nose away, blinking off the haze.

"We're here."

She looks up. Carousel Boutique looms over them.

"...Oh," she says, sounding far more disappointed than she meant to.

"Yeah," Mac says, in the exact same tone.

Rarity doesn't move. It's very... well, warm isn't exactly the word. It's the middle of Summer, everywhere is warm. Besides, there's nothing wrong with leaning up against him. They'd been sitting like that in the bar, after all... not cuddling, no! Just... sitting together. Snuggling, at the most.

"Door's open?" he asks.

She shakes her head – how quaint! They probably don't bother locking up out at Sweet Apple Acres. She levitates her keys out, a bit shakily, and unlocks her door.

On the first try!

She may not be Twilight Sparkle, but she has always prided herself on her fine levitation control.

I'd like to see Twilight pull THAT one off after that many-

She sways a bit more, and notices cold emptiness at her side. Mac is holding her door open for her, bowing elaborately.

"Oh, well thank you, Macintosh," she says, stumbling inside.

"My pleasure... heh... Miss Rarity."

She giggles, biting her lip a bit – they'd started doing that at the bar, too. It gives her a giddy little thrill every time, hearing this roughshod farm horse speaking like a fine gentlecolt.

"You gonna be okay?" he asks, no acting this time.

"Oh, I don't know," she says, resting her hoof against his chest. She leaves it lingering there, staring into his eyes. "I've done quite a bit of walking today, I shan't know if my delicate hooves will make it up all those stairs."

He grins down at her.

And what are you so smug about? There are quite a few stairs.

"You want a hoof up there?" he asks.

Oh, I should think so!

She just nods, looking up fawningly at him.

He ducks and shoves his head under her legs -

UNDER, he's just picking you up, calm down...

...And lifts her up onto his back. Her heart starts up again, flighty and trembling, as she rides him up the stairs.

She wraps her forelegs around his neck, resisting the urge to squeal with delight. He's big.

Yes, obviously. He's big.

Yes, but... he's large, a shifting mass of muscle, pounds and pounds of beautiful male body working beneath her. She's perched on his back, straddling him, and she gets the mad urge to grind her hips against him.

Oh, would you STOP acting like a horny schoolfilly?

She pouts and buries her face in the short, rusty refuge of his mane. Dark hallways move around them and then, all too quickly, she opens her eyes and sees the extravagant luxury of her bed.

Mac carefully crouches, letting her climb down from his back and roll onto the sheets. She sighs as she sinks into them – back in the comfort of her own domain, surrounded by silk and lace and...

And a PRINCELY stud of a horse.

She looks him over – yes, a fine specimen indeed. Nothing wrong with this stallion, not anything the eyes can see, anyway.

"You... uh..." Mac stares back at her, just a little uneasily. "You want anything? Glass of water?"

"Mmmmm, no, I think I shall be fine," she says.

"Well... uh..." He doesn't move, stone-still at the edge of her bed.

"Leaving so soon?" she says, throwing a hoof out to lay against his forelegs.

"...It is kinda late," he offers feebly.

"It's such a long walk back," she says, "Are you sure you wouldn't like to stay?"

Mac's eyes shoot open. Rarity's do the same.

WHAT are you DOING?

Being polite. It is a long walk!

"Look, I, uh... don't wanna be takin' advantage of anypony..." Mac says.

"Oh, please, you're as drunk as I am!" Rarity says, irritated. She shoots up on her bed. "And what exactly are you implying?"

Mac cocks a very confused eyebrow. "What are you implyin'?"

"Just sit with me." She half-pulls, half-yanks him into the bed with her, snuggling up against his side as he sits down.

There. Much better.

It's intoxicating, so much more than all the drinks. She sighs the moment she feels his body against hers, sighs and relaxes and feels all that cold, lonely dread in her heart just melt away.

So much different than she usually feels in this bed. She knows exactly how lonely it can feel in here, and the last time she shared this bed with anypony...

Well... that was different.

Quite. Sure, she loves Twilight, in many ways, but that... was different. A surprise. An impulse, a pleasant one. One she still doesn't entirely understand. But this...

He shifts against her. She feels his arm, his thick, taut foreleg, come to rest over her withers and it's just bliss.

This...

...is WRONG.

...this was everything she'd ever wanted.

Some time passes, the two of them just sitting together, warm against each other. Rarity takes care not to think about exactly how long they rest in each other's warmth.

"...Had a great time with you tonight," Mac mumbles, breaking the spell. "Makes me feel darn stupid, not askin' you out until now."

Well you SHOULD feel stupid.

"Better late than never," she says instead.

She feels him nuzzle against the top of her head, moving his broad muzzle through her mane. His lips brush against her head, just slightly, the tiniest ghost of a peck, and she shivers at the contact.

He should leave. You should tell him to leave.

For the best. He goes home, I go to sleep, and tomorrow...

It's back to the plan.

She sighs, loudly. It just... it just doesn't feel right.

How could I just toss him out, after such a lovely evening? Especially knowing I'm going to turn him away after this?

Cold, is what it is. Cold and mean and duplicitous.

Then what are you going to do? Keep stringing him along?

He shifts against her again, leaning his head against hers, and she feels him smile. She can feel him, at her side, just... happy. Happy to be there. With her.

Oh, this is terrible. Just tell him!

She girds herself up – this had to happen eventually, didn't it?

"...Macintosh?"

She places her hoof against his chest again – his lovely, broad chest – and their eyes meet.

TELL him. DO IT.

Oh, but how? How ridiculous is this going to sound?

I've only gone on this date with you because Fluttershy wants you.

Yes, that's right, Fluttershy. Fluttershy, who could have anypony she wants, who everypony is always asking me about, supermodel perfect-mare Fluttershy.

Well OF COURSE she's too nervous to talk to you.

It sounds utterly ridiculous. He'll probably never talk to either of them again.

He smiles at her – a different smile, a much better one, calm and sure and sweet. He places a hoof over hers, gently pinning it to his chest, and just holds her eyes with his.

She winces and swoons inside – this can't be, it just can't, no matter how lovely it seems, and it... it just...

It's not fair.

And then he's kissing her.

What?! WHAT?! He's KISSING me?!

Her eyes are closed, and she feels lips against her own.

No, you idiot, you're leaning up against him!

She jerks back, her mouth hanging open as soon as it's free. She barely felt it, lost in the leftover haze of her drinks, but that is most definitely something that just happened.

Something YOU did.

NO, no, it just... happened!

Hmph.

He's staring back at her, looking just as shocked.

"You... I... " she stammers.

"Shh," he says, holding a hoof up to her chin. "You don't gotta say a thing."

And then he's kissing her.

It's perfect, just magnificent, every other kiss she's had a sad preview of this lovely, wonderful meeting of lips. She tries to remember to breathe and feels it come back in flighty pants, wound up by his strong tongue slowly taking hers.

This... okay, okay, calm... just... just some kissing. Just a bit of kissing. No harm in that.

He breaks away, but only for a second, running his nose up to the base of her ear and down her neck, planting one big, wet kiss at the base of her jaw. She shudders in place, eyes slammed shut, her mouth hanging open and lips shaking with every bit of his motion against her.

No... no harm in this AT ALL.

He nudges her face to the side, working his way across and back to her lips, and they moan together as their tongues meet.

Oh... Ohhhhhhh he is just...

Her heart is pounding again, pounding with the urges in her head every moment to take him in her arms and hug him close and touch him, feel him touching her, just ripping this tawdry dress of hers off and doing things to her. Anything. Everything.

His mouth leaves hers and she dares to open her eyes. It only makes things worse – he's panting too, panting and smirking at her with his awful, handsome freckles and those damn green eyes, sparkling at her in the dim shadows of her dark bedroom.

She fans herself with a hoof. Is that sweat on her brow?

"Oh... oh my," she says. It is ridiculously hot in here, somehow.

Summer. Just Summer.

"Hold on a moment," she says, using her magic to fiddle with the buttons on the back of her dress. They prove to be troublesome – she knew she should've used a zipper – and she grunts and fumbles and squirms, fidgeting on the bed.

"You, uh... want some help?" Mac asks.

"Just a moment!" Rarity flops over on her side, then on her back, then onto her side again, away from him, trying to squeeze out of the fabric prison around her barrel. She pulls and yanks at the top button, angry at her suddenly-clumsy magic, and then finally...

Ahh! Oh, SO much better!

Cool air leaks into the hair of her coat, and her chest expands into its new freedom. She hadn't realized how hot she felt, damp heat glowing from her body now that it has a place to go.

She grasps big folds of the cloth in her magic, much easier now, and starts to pull it off over her head. This soon proves difficult as well.

Celestia's sake, what size did I make this?

She flexes and rolls on the bed, struggling to squeeze the waist of the dress over her head. All seems lost, but then something pulls and yanks, just a bit rough, and her body tingles as cool air washes over her.

Mac tosses the dress aside, prompting a look of mock-offense from Rarity. She stretches and flicks her tail, taking care to keep her legs delicately closed, and smiles up at him.

"Why thank you, Macintosh," she says, not at all seductively.

Not at all. No, just... just relaxing. He helped me out of my dress, that's all, and now we are having a pleasant, relaxing night.

He's sitting next to her. Looming over her, a bit, looking like he's trying not to run his eyes all over her body, and failing at it.

Yes, he can look. Just look. We're just looking.

"Look... Rarity?" he says, leaning away.

Her breath catches in her throat. "...Yes?"

He turns away, chewing his own lip.

"You don't...?" she asks, curling her forelegs against her chest.

No! He doesn't want to! Good!

"Don't get me wrong, I'd love to... uh..." he trails off, making the deadly mistake of looking at her.

She pouts inside, the restless twitching of her tail dying down. What was she thinking? They're just sitting together. Nothing more on his mind.

"I don't want you thinkin' that's all I'm after," he says.

She makes a fine show of looking offended, stomping one hoof against his shoulder. "And what do you mean by that, exactly? All I said was that you could stay."

Yes, stay. Just... stay. Nothing wrong with that.

He snorts, smiling. "Right, heh. But... y'know. No need to rush, right? We got all the time in the world."

She pouts again, feeling an awful hollow stab in her gut.

No, we don't. We really, really don't.

She can't say it. This is their last night together, and that is that.

"So... I mean, don't get me wrong, I want to see you again," he says.

She crams her face against her hoof. This is... he's right, but he's also wrong, so very wrong. If only they could just...

NO. Do not EVEN.

Just once. What's the harm in that?

You must be joking.

Just this once, just tonight. For once, Rarity gets hers.

Just once?

Exactly, just the once, and then everything goes back to normal.

Lonely, awful normal?

Nopony has to know. No pony in particular.

You are the WORST.

Well perhaps she is the worst? I have tried so hard for her, bent over backwards, made a fool of myself, all so she could just...

"Rarity?"

"Mmm?"

Oh, right. He's still here.

And how could she have forgotten, even for a moment? She's on her back, naked and deliciously vulnerable, with one of the most mouth-watering stallions she's ever seen attending to her. They stare at each other, two live wires inches away, drawing ever closer with each breath, hovering on the edge.

Rarity narrows her eyes, trying to not give in. He's right, there's no way she could pounce on him, or better yet, let him pounce on her, feel him weigh her down and take him in a moaning, lustful mess of unimaginable...

Oh, I can't! I just CAN'T!

She flares up her magic, wrapping his tie in a blue glow. She yanks him down, locking his lips with hers.

He grunts into her, his body twitching as she holds him tight and has her way with him, darting her tongue around his lips.

"Oh! Wow..." he says, breathlessly, as soon as she lets him. "Well... uh... if you insist."

Oh, and she does. She insists with her lips, nibbling her way down his chin to his neck, shuddering as she feels him twitch with every touch. She holds him over her, toying with his necktie and lazily undoing it between kisses, using it as a leash.

She pulls him down lower, whispering huskily in his ear. "Macintosh?"

"Mmm?" he mumbles, grazing her coat with his breath.

"If I insist what?" she says.

"...I ain't gonna say no," he says, kissing down her chest and lower, ever lower, hitching her breath with every sharp peck. "Not to you, anyway."

Oh, YES. Even BETTER than I imagined!

She doesn't say it – she's too busy biting her tongue, holding in squeals as he tickles her with his mouth.

He starts to drift lower, and it's too much – she briefly panics, the damp excitement down there making her legs cringe and cross and squeeze shut. She takes his chin in her hooves and pulls him back up, distracting him with another kiss.

Why not? When Twilight did it, it was DIVINE.

Yes, and I lost my mind. Got a bit carried away.

I'm not going to embarrass myself like that again. Besides...

Yes, a very pointed besides. Mac has other things she's curious about. She moans, just a little, still controlled, moans into his mouth and then gently bites down on his lower lip.

Come on, just TAKE me already!

He takes the hint. When she opens her eyes, a very different Big Mac is looking down at her, eyes narrowed, snorting and smiling with purpose. She just about swoons, batting her eyes at him and squeezing her thighs together in anticipation.

He climbs on top of her and she feels him slip a leg between hers, prying them apart – it's agonizingly good, feeling him spread her open, giving way to his strong body. Her tail raises into the bed, flagging so hard it lifts her rump and grinds her hips against him.

He keeps kissing her, not quite gently, pressing her head back into the sheets. She hooks her forelegs around the back of his neck and lets him have her, fighting a trembling battle to keep her moans in check. She does everything else she can think of to goad him on, kissing him intensely, hugging him against her desperately, flicking her tail up to tease at his hocks and rump.

And yet he's still just kissing her. It's not enough – she's hungry, craving, her one chance to finally, finally see what this is like.

She wraps her hind legs around his waist and squeezes him close, pinning his body against hers.

She gasps, loudly, jerking him out of his kiss – he's hard. And...

Well of course he's BIG, what else were you expecting?

She can feel him against her belly, smooth and hairless and quivering. He raises himself up a bit and she can't help but look – it's mesmerizing, breathtaking, a long, pale shaft mottled with dark patches, resting proudly against her. Showing her exactly how far it would go...

She gulps. She feels her mouth watering, along with other parts of her, not that she wasn't soaking wet minutes ago, that naughty slit between her legs winking wide open.

Mac kisses her on the nose, quickly, and then adjusts his stance, raising his hind legs, pulling that glorious shaft back and dragging it down her stomach, pointing it right...

"Wait!"

He halts, looking right at her. She uses her magic to open her nightstand and levitate something out, never leaving his eyes. It takes a moment to fiddle with the wrapper.

Come on COME ON.

She almost growls at it, feeling her whole body begging to just take him already.

"Shoot, I was about to ask..." Mac mutters, looking like he's straining at the leash as well.

She rolls her eyes. "I'd rather you not make a mess." Which was why she had very discreetly bought these a few days ago, optimistically going for the size XL.

Those were supposed to be a gift!

Now she does growl, quite loudly.

Don't think about that, not right now, she can just buy her own or I can buy her a new package or we can even...

There! Free!

She hastily places it on his flat, round head, rolling it down his shaft with an effortless magical grip.

Ha! I bet Twilight REALLY couldn't do that one.

She lingers a moment, with her magic encasing him – it's firm and throbbing and just perfect.

"You ready?" he mutters, poised eagerly over her.

"Mmm!" She nods quickly, bucking her hips up against him.

He doesn't waste any more time – he raises up, lets the tip slide into place...

...And Rarity's eyes shoot wide open. Her whole body tenses as he enters her.

"Oh!" she gasps out – he's not stopping, just sliding into her in one long, smooth stroke. "Oh!" she gasps again – still not stopping. "OH!" she whines, her eyes rolling back as he thrusts in further.

"Ahhhh!" he moans, low and manly and satisfied, snorting and letting out a soft nicker into her neck. He stops near the hilt, laying himself down on top of her and just holding there.

She pants, taking in great gulps of air. It doesn't hurt – she feels stretched, no doubt, but she's had enough practice with... substitutes. Not some blushing virgin, no, not Rarity, sophisticated, sensual mare of the world. He's just another pony who's fallen for her charms, and...

"GAH!" She squeezes him tight – he's pushed as far as he can go, leaving her legs quivering to open wider, powerless but to lie there and feel completely, blissfully full. It's so much better than any toy, any tongue, a living, twitching, pulsing thing deep inside her – she can feel his heart racing between her legs.

He grunts into her mane, mumbling some nonsense. She tries to think of something, anything to say, her mouth hanging open in a broken, dazed smile.

"Oh... Oh Macintosh," is all she manages, oozing out of her in a throaty moan.

And then he really gets going.

She gasps, a high-pitched yelp at the tip of every thrust, over and over again as he holds her down against the bed and ruts her. Her legs move on their own, unable to decide whether to squeeze tight against him or try desperately to swing open.

He pounds into her, gently at first but picking up speed, grunting every few strokes. She rolls her back, arching it again and again, rubbing against him as every stroke leaves her perfectly satisfied and then achingly empty.

More. She wants more of him, all of him, harder and faster and more.

FUCK me, you big stud!

She doesn't yell it out, scrunching her muzzle to hold it in.

Don't you DARE.

"AH!" she yells instead – it just burst out of her, pushed by a particularly hard, deep thrust, sending her mane bouncing against the pillows. "YES, there!"

He smiles against her, slowing his pace a bit and thrusting just like that again. And again, and again, pounding one brutal time into her after another.

"Mmm!" She buries her face against him, clinging tight to his body.

Again, perfectly, slamming her, squeezing her rump with his weight, slapping her damp backside with his heavy balls.

"Ah, ahhhhhh!" She feels her voice rising, feels her own excitement running down her cheeks and into her tail, tries to choke back her own cries and just chokes instead. He's found her spot, just like that, and he's ruthlessly pleasuring her, the tip of him dragging delightfully against the inside of her belly with each stroke.

I can't... it's... oh CELESTIA it's SO GOOD.

Just like she's always dreamed, better than she's ever dreamed, exactly as mind-blowingly, perfectly, disgustingly good as she ever wanted it to be.

It... oh... mmh... AH!

Finally, a Prince, just for her, just this once, the stallion of her dreams taking her in his arms and just...

I... I...!

It's too much.

It's not so much coming as going, really – she just goes, loses all control and falls apart into a shaking, gasping mess. Thankfully all the breath flees from her chest, leaving her to silently mouth some quite creatively foul things. She burns and gushes and lets her neck go limp, lolling her tongue out while he slides into her over and over until he finally, with a mighty neigh and some gasped nonsense of his own, quivers and jerks and finishes.

He collapses on top of her. She's relieved and aghast, happy to have her senses coming back, if only bit by bit, but only by the sad fact that it's over. They lie still, taking time to let breath catch up, sweat cooling on their coats. Everything is damp and hot and awfully, sordidly dirty, and Rarity couldn't care less.

And that... was that.

Something sharp in her mind raises an eyebrow at her.

Was it worth it?

Every dirty, moaning second of it. Best. Possible. Thing.

Yes, but... was it worth it?

It's fine. Nopony has to know. Just this once. She doesn't have to know.

"...Sorry," Mac says.

She starts, guilty, caught in the act.

How did he...?

She looks at him, puzzled.

He grins coltishly, bright and mischievous – a whole new stallion. "‘S been a while," he says, "you gimme a minute, though, I could go again."

Her jaw drops.

...AGAIN?

She gives him a minute.

And then they do.