The marketplace is fairly busy when you and Velvet arrive. Ponies mill about, chatting with one another or simply eyeing the many stands that dot the plaza. Shop doors are open wide, trying to entice customers to come inside, while also allowing the breeze to drift into the stuffy shops. The fountain in the center of the market is gushing happily, water cascading down the multiple tier waterfall to splash in the shallow pool below. Every so often a gust of wind catches the water droplets, blowing them about in a refreshing mist.

You follow behind Velvet as she peruses the stands slowly with mild curiosity. She stops occasionally to inquire on certain items that catch her eyes, even asking a couple of the stall owners about their wares. They chat for a few minutes, but you don’t mind the wait. It allows you a chance to glance around at the nearby stalls in the meantime.

There’s a stand selling miniature golems shaped like dogs, and another one selling painted pieces of driftwood. There’s even a stand where a pegasus is selling Wonderbolt memorabilia. Your favorite so far however is a stall that appears to be selling miniature statues. The one that catches your eye is a very detailed piece of work that depicts Nightmare Moon and Luna both chained to the moon. It is way out of your price range though, so you can look, but no touchy. Although you do have enough money for a new comic book. You just have to wait until you get to the comic stand to see if they have any new ones. You’ve almost finished with your latest copy of Supermare, and you need to know what happens between her and Batmare.

Disharmony: Alicorns Among Us is such a good comic.

Velvet is making purchases as well. So far she’s bought a large quill made out of a black and gold griffon’s feather, two ornate scroll protectors—one made of white wood, the other of black—a golden band that went around her foreleg, and several hair ties. She stores her purchases in a pair of saddlebags nestled around her waist.

She eyes a pair of ruby and sapphire earrings, only to shake her head and move on. As she walks, she glances at you as you trot along beside her. “See anything that interests you, dear?”

“Oh, um, I’m fine,” you tell her. “I’m saving my bits.”

“Oh, nonsense,” she snorts. “Here, let me get you something nice.”

“Oh no, that’s okay,” you say quickly. “Mom gave me some spending money. You don’t have to.”

“Come on,” Velvet says, bumping you with her hip. “Let me get you something nice. My latest book sold better than I had thought it would, so I have some bits to spare. What do you want? You name it and I’ll buy it for you.”

You blink before giving her a confused look. “But… why?”

“I told you, I have some bits to burn,” Velvet says. “My books sell well enough that I don’t have to worry about bits, so sometimes I like to indulge myself. Otherwise, the bits just sit there, gathering dust.”

“I don’t know,” you say slowly, biting your lip.

This causes Velvet to smirk. “There is something, isn’t there.”

You say nothing, but your ears do splay off to the side.

“I thought so,” she hums. “Come on, tell me. What is it?”

Again, you remain quiet, but your eyes slowly begin to wander. Perking up, Velvet follows your gaze. Her smirk turns into a look of surprise before a warm smile spreads across her muzzle. “Interesting. Okay.”

A few minutes later, you are pronking happily along with a box containing the wrapped Luna-Nightmare Moon statue clutched safely under your wing. Velvet follows behind you, the amusement clear on her face.

“I didn’t know you liked Luna so much,” she says.

“Princess Luna is best princess,” you chirp.

“Hmmm, maybe,” Velvet hums. “Personally, I think Princess Sparkle is best princess, but then again, I might be slightly biased when it comes to that.”

You pause and glance back at her. “Twilight’s second best princess?”

“Nope,” she says. “That would be Cadance. Once again, a bit biased.”

“Luna, Celestia, Twilight, Cadance,” you say, eyes narrowing.

“Twilight, Cadance, Luna, Celestia,” Velvet counters with a grin.

You glare at her before turning and walking off with a snort, your nose in the air.

“Oh, don’t be that way,” Velvet laughs. “I’m sure Luna would find it endearing that you like her that much. Maybe I should talk your mom into taking you to Ponyville for Nightmare Night. Luna usually visits there to scare the foals. It’d be a good chance for you to meet her. What say you?”

Your ears perk up. A chance to meet best princess? Did she even need to ask?!

Already planning out your Nightmare Night costume, you almost miss it when Velvet suddenly pulls up short in front of one of the stores.

“Hold up a second, hun, I want to go in here,” she says.

Glancing up, you blink in surprise at what store it is. A clothing store? Why does she need to go in there?

As you stand there, staring up at the building, Velvet is already stepping inside. You hurry to follow after her, your interest piqued. Velvet didn’t strike you as the type of pony to buy a lot of clothing.

The inside of the boutique is a decent size; not the largest you’ve seen, but definitely not the smallest. Rows and racks of clothing and fabric fills the main room, the shelves containing everything from dresses to swimsuits (although why ponies need swimsuits you are still unsure of. You asked your mom once, but even she couldn’t give you a straight answer). Several mares are present, slowly pursuing the different selections of clothing. Some already wore clothing, a dress here, a suit there.

You stick close to Velvet as to not lose her in the maze of shelves.

“What… what are we doing here?” you ask curiously.

“Hmmm?” Velvet hums as she browses. “Oh, well, summer has just started, and most of my summer attire is… smaller than it used to be, so I need to update my wardrobe. I won’t be long.”

Ah, so she put on some weight. Not that you’d say that to her face. She shouldn’t really worry though; her plump plot has still got it.

As Velvet makes her way slowly through the aisles of clothing, she begins to picking out different outfits, levitating them onto her back before moving on. Soon enough, she has a decent sized pile across her withers.

“That should do for now,” she says after a few minutes. “Now, where’s the dressing rooms?” Glancing around, she lets out a soft ‘ah’ when she spies the dressing rooms at the opposite end of the boutique. You follow along as she makes a beeline for them.

All the booths are open when you arrive, the other mares still perusing or already paying for their outfits. Approaching an open room at the far end of the row, Velvet levitates her saddlebags into a corner. She pauses before slipping inside as well, glancing over her shoulder at you. “Wait out here, okay? I shouldn’t be too long”

You nod before sitting down and leaning against a pillar just across from the room she selected.

Velvet smiles at you before closing the door with a soft ‘click’.

Getting comfortable, you pull your statue-in-a-box out from under your wing and place it in your lap. You half contemplate opening the box to look at your new statue, but decide against it, as you’d probably not be able to wrap it correctly again. For now, you just drum softly on the top of the box, making up a little tune as you did so. You can hear Velvet moving about behind the closed door, the rustling of clothing and the muffled sound of her mumbling to herself causing your ears to perk. She hems and haws, clearly not sure what to think of whatever she’s trying on.

After a few minutes of this, you hear her sigh loudly. “I don’t know about this… what do you think?”

Your mind barely has time to process the question before there’s a soft ‘click’ and the dressing room door swings open. Velvet steps out, wearing a light purple sundress, the hem of which has several decorative white flowers embroidered in it. Your eyes are instantly drawn to her chest, where a small tuft of white fur is sticking out over the top.

“Well, what do you think?” Velvet asks, motion towards the sundress with a hoof. “It matches my mane, but is it a bit too much?”

You say nothing, staring at her with wide eyes.

Velvet gives you a look of concern. “Dear? Dear, are you okay?” She bends down slightly in order to look into your vacant eyes. “Hun?”

W-woof…

Straightening up, Velvet glances at herself in the mirror that is located on the inside of the dressing room’s door. “I don’t know… it’s kind of growing on me.” She hums softly. “Yes, I think I’ll take it.” Nodding to herself, she retreats back into the dressing room, closing the door behind her.

You stare unblinkingly at the closed door. That shouldn’t have been as shocking for you as it had been. It was just a sundress. She doesn’t usually wear clothes to begin with either. What the buck?

Giving your head a quick shake, you pull yourself back to reality just in time for the door to open again. This time Velvet is wearing a blue one-piece bathing suit. The snug material clings to her body, accenting each and every one of her glorious curves.

Nose… now is not the time to start bleeding.

“What do you think?” she asks, turning sideways and allowing you to get a better look at her side. “It feels a little too tight.” She slowly drags a hoof over her flank. “Maybe I should try a slightly bigger size.”

…

Okay, she has to be messing with you.

“Do you think I should go with another color?” Velvet asks, snapping you out of your daze. She stares at herself in the mirror. “I don’t think it complements my coat well. Maybe black instead.”

“Uh-huh,” you mumble, eyes glued to her flank.

She gives you a confused look, one of her ears skewing to the side. Slowly, her cheeks begin to turn a light pink. Without saying another word, she moves back into the dressing room and closes the door.

Your face feels like it’s on fire. You didn’t think Velvet would be showcasing her outfits, and as such, you aren’t prepared for this. Not that you’re complaining about the free show, because this is awesome. You have to be careful though, as to not get too excited. That would certainly be embarrassing.

The doors opens for a third and Velvet steps out. She has on another swimsuit, this one black. It’s a one-piece again, but unlike the last one, this one has holes cut into the sides, revealing her white furred stomach.

As you stare at her, a small part of your mind once again wonders why she would need a swimsuit. Another part, far larger than the first, tells you to shut up and enjoy the view.

And what a lovely view it is.

“Does this one look better?” Velvet asks. “It certainly feels better. Not as restrictive.” As she talks, she keeps her eyes on your face, almost as if she’s gauging your reaction. She fidgets slightly under your gaze, shifting back and forth on her hind legs. Tail tucked between her legs, she slips back into the dressing room.

Swallowing thickly, you stare nervously at the closed door. You’re flustered, and you’re pretty sure your face is glowing red at this point. You aren’t sure how much more of this you can take. What the hay is Velvet playing at? She says she didn’t want anything like this, but here she is, essentially teasing you.

Mares are so confusing.

You ears perk as the door begins to move, eagerness and trepidation both filling you as it slowly swings open. Velvet steps out and—

pomf

Your wings flare wide instantaneously at the sight of what she’s wearing.

A dark red sequin dress is draped over her shoulders, flowing down her body and across her flank where it cascades to the floor. There is a slit cut into the dress, revealing one of her hind legs all the way up to the cutie mark.

She says nothing as she exits the dressing room, choosing instead to just stare at you.

Your jaw hangs open, and your wings are spread wide. You can only gape at her, you mind blank. The dress, combined with her already smoking hot body, is causing a certain stirring within your body. And your loins.

Quickly reaching down, you cover your groin with your forelegs even as you feel yourself beginning to emerge from your sheath. Shoot, not now!

Velvet’s ears splay back as she stares at you. Her cheeks are red, although not as red as yours. She shifts back and forth on her hooves, her tail flicking about beneath the dress. Chewing on her bottom lip, she glances around almost nervously before growling, “Oh, to Tartarus with it. Come here!”

You yelp in surprise as her horn lights up and she grabs you with her magic. In a blink of an eye, she pulls you into the dressing room with her before closing and locking the door. A heavy, musky odor hits your nose as Velvet maneuvers you around the small room.

“I can’t take it anymore,” she grumbles under her breath, depositing you on the small bench within the room. You gawk at her, eyes wide, as she begins to shimmy her way out of the dress. Tossing it off to the side, she pushes you back against the wall with a hoof before crouching down between your hind legs.

“We are going to have a serious discussion about this later,” she says, glancing up into your shocked face, “but for now…” Leaning down, she engulfs your growing erection in her muzzle.

You let out a surprised grunt as your member is suddenly enveloped in a warm wetness. Instantly, you grow to full mast, filling her mouth, your head just barely reaching the back of her throat. Her tongue brushes against your flesh, causing you to twitch and jerk about. The sensation is just as amazing as you remember it.

Keeping her lips pressed firmly against your length, Velvet begins to bob her head. The soft sound of slurping and grunting fills the air as she works. You are worried about making too much noise, but the fear quickly leaves your head as Velvet pushes your entire length into her mouth again, her nose pressing up against your stomach.

About a minute of this and you are just starting to get into it when Velvet suddenly pulls off your erection. You whimper as your sensitive flesh is suddenly exposed to the cool air, her saliva making the feeling worse. Confused as to why she stopped, you glance down at her, only to yelp again as she pulls you off the bench. Maneuvering around, she slips around you. You get a noseful of potent musk as her tail brushes against your muzzle.

She climbs onto the bench before propping herself up against the wall, lying on her back. Keeping her eyes locked with yours, her horn lights up again. Slowly, she begins to remove a pair of light gray panties. You didn’t even notice them at first, as they blend in perfectly with her coat. As the material pulls away from her marehood, a string of her arousal clings to it.

Well, if you weren’t sufficiently hard before, you are now.

You can’t believe your eyes. Before you is Velvet’s marehood, her folds dripping with excitement. Every few seconds, something would flick into sight before disappearing back into her sex. A heated scent tickles your nose, causing your erection to twitch in anticipation.

You can feel yourself begin to drool. This is…

Blinking, you pause before giving your head a quick shake in order to clear it of the hazy fog of lust that is currently descending upon it. Reluctantly, you give Velvet a confused look, a frown crossing your muzzle.

“I-I… I thought you said you didn’t want to do this,” you say, ears splaying backwards.

“I said I didn’t want a relationship,” she huffs, breathing heavily. “Now, get over here and buck me!” As if trying to entice you further, she splays her hind legs wider, exposing herself more before you.

The sight of her lying on her back and begging for it is more than enough for you. Clambering up onto the bench with your forehooves, you position yourself over her. Breath coming in short gasps, you push your hips forward, only to groan in both frustration and pleasure as your member slides against her slick folds. You can feel her heat against your skin, the wet flesh inviting you in.

Pulling back slightly, you carefully place your head against her fold, but before you have a chance to slide in, her horn lights up. “Not there, dear.” Her magic grabs your member, shifting it down slightly. You blink in surprise as you find yourself pressed up against her pucker instead.

“Here,” she breathes, releasing her hold on your member.

Needing to bury your erection in something warm, you don’t make a fuss about your new target. If she wants it there, you won’t complain. Shifting your hips for a better angle, you press forward. Your saliva-coated member pushes against her tight hole, earning you a groan from her. You don’t go in however, as you encounter some resistance.

Placing your hooves on either side of her body, you pull back on her hips while also pushing yourself forward. The resistance increased for a brief moment, but then it gives and you sink into her depths with an audible pop.

“Ahhh!” you groan, tongue lolling from your mouth.

The feeling is almost indescribable. Her tight walls clench around you as you sink steadily into her. The heated depths are like nothing you’ve ever felt before. You can feel your head scraping along her insides as you shift about. Panting, you push yourself deeper, the pleasure growing as more and more of your colthood disappears inside her tailhole.

You eventually hilt yourself completely, earning a low moan from both of you. Her muscles continue to grip you, squeezing and pulsing against your member. Your hips twitch at the sensation, causing Velvet to groan again.

You stay perfectly still as the new feelings bombard you, your mind trying to process it all. Velvet doesn’t appear to like your inactivity though, as she begins to squirm beneath you. Leaning up, she nibbles on your ear, causing you to twitch inside her again.

“Go,” she whispers.

You do as instructed.

Pulling yourself almost all the way out, you stop when you feel her anal ring begin to tug against the back of your flare. You pause just long enough to steel yourself, then take the plunge. Wet smacks echo around the room as your balls slap against her plot with each thrust. Your colthood slides in and out of her almost effortlessly, her inner walls tugging and pulling at your sensitive flesh. There is no technique to your movements, just you humping frantically as you try to build up as much pleasure as possible. It must be working for Velvet though, because each thrust causes her to ‘ah’ and ‘oh’. She reaches down and begins to rub at her slit with a hoof, causing her tailhole to squeeze you harder in the process.

“Oh buck,” she groans out as you grind against her plot. “By the gods, I’ve needed this. K-keep going.” Eyes closed, she leans forward and presses her forehead against yours. Your breaths mingle as you continue to slam your hips against hers. The smell of sweat and sex soon fills the small dressing room.

Far too soon, you can feel yourself beginning to near the edge of release. Gritting your teeth, you try and hold back the pressure steadily growing in your loins, all while your thrusts become more short and sporadic. As if sensing you nearing your limit, Velvet’s walls begin to clench and squeeze your member with renewed vigor, her tailhole milking you for all it was worth.

“That’s it,” she gasps, eyes slightly glazed. “That’s… ugh, that’s it! Just a little more.” You continue humping away, panting like an overworked steam engine. Sweat covers your body, and it trails down your chest to drip onto Velvet’s own sweaty coat.

Suddenly, her horn begins to glow. At first nothing happens, but then a warm, tingling sensation rockets through you as her magic envelopes your balls. She plays with them, squeezing and caressing the delicate orbs gently even as you pound her plot hard. As she works them, you feel a tendril of magic snake upwards and tentatively prod at your own tailhole. You grunt in surprise, eyes widening, as her magic slowly presses against your pucker, only to slip inside a moment later. Unbelievably, you feel yourself growing even harder as the tendril of magic works its way around your tailhole, stretching it and pressing against your inner walls. It feels weird, and at first you are unsure about whether you like it or not.

And then the magic hits something inside of you.

Stars explode before your eyes as a burst of pleasure tears through your core, causing you to gasp. Your thrusts falter as you try and make sense of this new sensation.

“Ah, there it is,” Velvet coos, her magic continuing to message the spot she found.

You have no idea what she hit, but it was like nothing you’ve ever felt before. Your tailhole clamps down on the intruder, squeezing it for all its worth. At the same time, your head flares deep within Velvet, scraping against her insides as you begin thrusting again. She gives the spot an extra hard tweak.

And with that, you tip over the edge into bliss.

Grabbing her flanks tightly, you thrust your throbbing cock as deep as it can go before releasing the first burst of your essence up her tailhole. Every time your cock throbs and twitches, Velvet’s plot would jerk as you fill her. Wave after wave of pleasure rushes through your body, making you light-headed and dizzy. You open your mouth to cry out, only to have Velvet press her lips forcibly against yours, muffling your scream. Her magic continues to rub the spot inside you, milking you as you climax.

After what feels like an eternity, you begin to come down from your high. Drained and completely out of breath, you collapse on top of Velvet, your sweaty coat pressing up against hers. Her magic continues to fondle your balls slowly as she tries to prolong the feeling of bliss for you. You both just lie there, breathing heavily as your hearts pound wildly in your chests. The smell of sex and sweat is so strong now that you’re sure if somepony walked by outside the dressing room they’d be able to smell it. You don’t really care at the moment though. Hay, you’re just surprised nopony heard you two going at it like rabbits.

Finally catching your breath, you groan softly as you pick yourself up off of Velvet. Your softening member slips out of her as you do so, leaving her gaping tailhole squeezing and gripping weakly at nothing. Some of your seed leaks out, falling down to splatter upon the dress that had been discarded on the floor.

Well, looks like that one is ruined.

“Not bad,” Velvet gasps. “Your technique could do with some improvement, but your stamina… ha, certainly makes up from it.” She shifts about, only to wince. “Oh, ow… that stings.”

“Are you okay?” you ask quickly, concerned. You weren’t too rough with her, were you?

“I’m fine, dear,” Velvet hums, only to wince again as she brings her hind legs together. “It’s just been a while since I last did something like this. I’ll probably just be walking funny for a bit. Really, I’m fine.”

You watch her nervously, but let it go.

Clambering down off the bench, Velvet stretches as best she can in the confined space. She runs a hoof through her disheveled mane, using the mirror to try and get herself looking respectable again. You would do the same, but your mane is always in a constant state of bed-head.

Once she’s finished with that, her horn begins to glow and she levitates her panties up off the floor. Stepping into them, she pulls them back up her plot, covering herself. They really are an almost perfect match to her coat color, although it's easier to see them now than it was before, seeing as her fur is now sweaty and matted. There’s also a damp spot on the panties, right where her marehood is.

“I think we should probably leave,” Velvet says softly as she begins to gather up the scattered clothing. She pauses, before deciding against it and just placing them all underneath the bench.

“One of the employees will take care of them,” she says, levitating her saddlebags back over her waist. You pick up your discard box as well, storing it under your wing.

Placing her hoof on the door handle, Velvet looks at you. “Alright, let’s go get something to eat, shall we?”

You nod your head, even as your stomach growls loudly.

“Alright,” she says before pushing the door open. “Food it is. We’ll talk there.” Stepping out, the two of you make a beeline for the front entrance, trying to be fast while also not drawing attention to yourself.

You’re both out of the store and off down the street before anypony notices.

Author's Note

I swear, if this story reaches 1000 likes before the week is out, I don't know what I'll do with you guys...