Author's Note

So yeah, not a lot of people like this story so far... Oh well.

Thursday

It was late afternoon in Ponyville, a warm Thursday night, and Somber Shade was late for a rather important appointment. As he ran he cursed his luck that today of all days Timber-Wolves decide to attack Sweet Apple Acres. He was only a few minutes late, but he knew Rarity would be cross, she didn't like to be kept waiting on someone. Finally he reached her boutique, taking a moment to catch his breath Shade quickly stepped inside, the bell on the door alerting the Purple haired Fashion Designer.

"Somber Shade you are nearly thirty minutes late! What do you have to say for yourself?" She asked with her slightly annoying eastern European accent.

She was wearing a white pencil skirt with matching heels, a black suit jacket over her white button up blouse (With a the top 3 buttons undone), and her red glassed hanging around her neck. Her air was tied up into a bun as to not get in the way. Her pale skin was flawless, and her hair shined in the light, though her rather thin model-esque body wasn't exactly Shade's preference.

"Sorry, Timber-Wolf attack, kinda my job to stop that sort of thing." Shade said, a little more defensively then he should.

Rarity sighed and shook her head. "No, No, I'm sorry. I should have known you would be busy. As it it I just need to take your measurements so I can finish your suit for the Gala." Shade nodded and followed Rarity to her fitting room, taking his shirt and pants off to keep them out of the way.

"I must say Shade, you are so much easier to design for then the others. Everyone else was so picky about this and that, but all you want is simple." Rarity chatted cheerfully as she took the measurements of his shoulders, arms, inseam, and waist.

"I'm not one for fancy clothes, as long as it fits and I look good, I'm happy." Shade replied with a slight blush, even though he'd fought viscous beasts just an hour ago being half nude in front of a beautiful woman during Estrous week was a little unnerving.

"Well, if you don't mind me saying... I think you look quite nice like this." She said with a devious smirk, her crystal blue eyes gazing up as she finished his waist measurements.

Shade gulped, figures a workaholic like Rarity hadn't been fucked yet, Shade was starting to think ALL his single female friends had PLANNED on fucking him.

"Really Rarity? Me? I thought you'd ask Spike this year, he's 18 now." He asked, slightly confused.

"Humph! Spike would rather spend the entire week with my SISTER then help an old lady like me." Rarity was clearly upset by this, her fragile ego having taken quite a shot at this.

She wasn't OLD anyway, only 25, and still desired by many all over equestria. Shade sighed and gently held Rarity' face in his hands.

"Listen to me, you are NOT old, you're a beautiful, talented, sexy woman. And it's his loss, because I'm not going to leave until you believe that too." With that Shade gave Rarity a deep, passionate kiss, making her right leg bend up at the knee.

Once he broke the kiss Rarity gasped; "M-My room, five minutes!" then she quickly headed out of the fitting room.

Shade quickly put his pants on and waited until just before five minutes, then he headed up the stairs to Rarity's room, gently knocking on the door. He heard a soft "Come in..." So he slowly opened the door and was greeted with Rarity's bedroom lit only by a few dozen candles, the woman herself standing in the middle of the room, wearing a lacy white bra and panties, as well as nylon stockings with a matching garter belt.

"Wow! I... You look really sexy Rarity." Shade said quietly, regretting not taking a closer look at her sooner.

She really was sexy, not to mention Shade was a sucker for garter belts. She smiled and took Shade's hand, leading him to her bed. She had stripped the blankets off and draped a large towel over the mattress. She laid down on the bed and Shade quickly undressed, climbing into bed with her. She sat up with him and unclasped her bra, revealing her perky B-cup breasts, her left breast had little mole next to the nipple as well.

Shade smoothed his hands over her shoulders, working his way down her chest but not directly touching her breasts. Rarity was someone he needed to take his time with, he knew she'd need some extra TLC and he had nothing else to do tonight anyway. Rarity sighed with pleasure as his warm hands ran down her sides, she leaned back against the headboard and relaxed into the tender care. Shade's next move was to remove her panties, so he undid the straps of her garters long enough to pull the lacy fabric down her long legs then he redid the clasps to keep the stockings and garters in place.

Rarity gave Shade a slightly amused look, but he only shrugged as if to say 'I like them, so they're staying.' Now that her neatly trimmed and inflamed pussy was on display Shade quickly moved so he was kneeling at the base of her bed, Rarity moving with him so she could hook her legs over his shoulder. He slowly and gently kissed her inner thighs, down the left then up the right, before giving the puffy outer lips a soft kiss. Then another. Then a long, slow lick from the base to her clit, dragging a long soft moan from Raritys parted lips.

Finally, Shade could hold back no more, he dove in and hungrily licked and sucked Rarity's pussy, who gave a loud moan and gripped the towel in both hands.

"O-Ohh Goddess! Yes Shade!" She cried out as he ate her out.

Shade's hands traveled up Rarity's torso until he reached her firm tits, groping and squeezing them firmly, never losing a beat with his tongue. Rarity was on cloud nine, and Shade was kicking himself for not doing this with Rarity sooner.

After several minutes, and more moaning, Rarity felt her core clench. Her toes curled, her back arched, and she let out a long loud moan as she climaxed. Her cum flooded Shades mouth with her flavor, not bad, and Shade sucked gently to ease her down. Once she could speak she sat up to tell Shade:

"That was... Simply divine!" Shade grinned as he crawled up her body, kissing her here and there until both pairs of blue eyes were paralleled.

"I hope your ready for this next part..." Shade said nervously, he wasn't sure if Rarity had been with anyone with his... Size before.

She smiled and nodded.

"It's been quite some time but I can take you, just be gentle."

Shade nodded and smiled back. "With a lady like you, there's no other way."

With that he gently worked the head between her outer folds, letting her get used to the head. It took a few minutes of gentle pushing but he finally manged to push inside her with just the head. Rarity shuddered and held Shade tight, her pussy slowly relaxing around him.

Shade worked his cock slowly, in and out, easing a little bit more inside on each push. Rarity, for her part, moved her hips into each thrust. They both let out small moans, Rarity having closed her eyes to savor the sensation, Shade looking down to watch his cock slowly sank into her warm wet depths. After a few minutes his cock-head finally pressed against her cervix, both of them gasping and looking into the others eyes.

"Shade..." Rarity gasped, wrapping her long legs around his waist.

Shade nodded in understanding, and began to thrust his cock slowly. He quickly accelerated his pace, and soon the room was filled with the sounds of hips smacking, and the erotic moans from both. Rarity dragged her nails down Shades back gently, arching her back as he pounded her steadily.

"Ohh Goddess it feels so good Shade! Make love to me! Faster!"

With that he sped up his thrusts, and his cock-head with popping in and out of Rarity's womb, which pushed them both closer.

Rarity finally pushed Shade over the edge with what she moaned next. "Cum inside, I want your baby!"

With that he grunted and slammed deep inside, his cum erupting from his cock in thick gobs, filling her to the brim and then some! Rarity held him tight with her arms and legs, her voice filling his ear as she moaned.

"Yesss! It's all inside, I'm going to become pregnant... I'm going to have your baby!" Shade groaned and held her close, making sure ALL his cum was shot into her.

Once he finished cumming he slowly withdrew his cock, Rarity laying back and panting from the effort. Shade sat up and watched her for a moment.

"Rarity... What you said back there... Did you mean it?"

She looked up at him and thought for a moment. "Well... I know I'm not the ONLY woman you've had this week, and I don't mind that. I have always wanted to design Maternity fashion as well so to put it bluntly: Yes, I want your child, just like Applejack, Rainbow Dash, and Pinkie Pie before me."

Shade was surprised to here this. "Wait, really? That's... Surprising. I'm flattered of course it's just... I just don't know if I'm ready for that responsibility."

Rarity smiled and sat up, giving Shade a kiss on the cheek. "You don't have to do anything you don't want, we're all adults, we can take care of the children just fine. We decided this on our own, no one forced this."

Shade thought for a long moment. "... As long as I live, these children WILL know their father." Rarity blushed a bit and nodded.

"I accept that. Thank you Shade."

They decided to spend the night together, it was late after all, and slept together comfortably. They both had dreams of what their children might be like, though there were more in Shade's dream.