That Night in The Bass-Ment

The stallion went stiff at Rarity's offer to 'share her body with him', and in more than one way. He winced as he tensed up, then felt his penis drop in reaction to the very sensual situation and offer, not to mention the scent of an aroused, ready-to-mate mare nearby, his body reacting beyond his control. Besides, he hadn't 'gotten off' by himself in a good week.

Rarity noticed the stallion tensing up, as well as peeking under his barrel and between his stifles, seeing the emergence of his flat, pink glans. Rarity voiced her approval with a purr. "Hmmmmmm, looks like somepony likes my offer?" she asked in a lascivious voice, catching the stallion looking like a colt caught taking cookies from the cookie jar.

"I...I...uh..." the young stallion stammered, totally at a loss for words as Rarity continued to swish her tail, wafting her aroused scent over to him, his mind continuing to slowly cloud over as his instincts took hold to all of the signs her readiness; her willingness for him to have sex with her.

"Oh come now, surely a handsome young stallion as yourself knows what to do in such a situation as this, with a mare such as moi just laying here asking you to join her in bed like this?" Rarity teased, now hiking her tail up more as she now fully flagged it over her back and spread her legs more, noticing the stallion tilting his head to see more of what lay underneath as she showed it willingly, "Now be a dear and come closer, let me have a good look at what you're packing between those stifles hmm? After all, I showed you mine, now you should show me yours. That's only fair, is it not?"

The stallion remained planted, still as tense and nervous-seeming as ever.

"Come now, surely this isn't your first time being asked to a mare's bed, right?" Rarity teased, knowing that surely a stallion bachelor as handsome and available as this one was probably more experienced in the sack than she was.

Then she saw the stallion wince.

Rarity winced herself as she realized that she'd hit the nail right on the head. "Oh my...it is your first time, isn't it my dear?" The stallion, hesitantly, nodded. "Oh look at me, carting you along like a common stallion of the night...oh, what you must think of me just asking you to...just climb on me like some...some breeding stud..." Rarity fussed, quickly lighting her horn and summoning some white stick candles and matches the hotel had kept in her room at her request, pulling the thick curtains closed with another spell whilst lighting the candles, placing them on either of the two table d'nuits to the sides of her bed.

Rarity remained laid on her belly all the while, before rolling over on her side, exposing her soft white underbelly and chest to the stallion now as she looked at him with lidded eyes. "Now now don't worry darling, I've learned my lesson. Everypony's first time should be special, and I'll make sure yours is too...if you'd like to join me."

The stallion's cock couldn't be any harder at this point; this very beautiful mare was literally offering him the best time of his life and offering to be his first. How could he refuse?

"You're, um, you're sure you're not in your heat, right? You're safe?" he asked, getting a quiet huff from Rarity as she then lit her horn.

Rarity concentrated on a simple contraceptive spell virtually every of-age unicorn knew, feeling the normal heat from its casting in her lower belly for a moment before she nodded to the stallion. "There. I cast an anti-foal spell on myself, so even if I am in my estrus I cannot get pregnant by you." Rarity said, before nodding towards herself, "Now, care to begin, or shall we simply...go to sleep?" she asked teasingly, following with a playful chuckle that showed she wasn't serious.

Apparently, the stallion knew this offer was too good to pass up. He climbed upon Rarity's bed at her earlier request, with her guiding him so his crotch was facing her top-half, then making room for him to lay on his back. "Mmm, there we are darling." Rarity said contentedly as the stallion lay before her, laid out on his back and exposed – and her voice became a pleased coo as she saw what lay between his legs.

His stallionhood wasn't the largest she'd even seen, or had inside of her for that matter, but it certainly wasn't tiny. He was a good few inches above average, twelve inches at her best guess, about average girth, and was a healthy pink from base to tip, no mottling whatsoever. She could tell by the sight of his package and his lightly-musky scent just how virile he was, his balls lightly swollen in his arousal, ripe with a week's worth of unspilled seed. "Ah young and potent, just how I like my bed-mates. A virgin, however? This shall be a first for me." Rarity growled sexily, noticing a throb from his stallionhood as she did.

"I...uh..." The stallion semi-responded, his mind overwhelmed by the sensual situation he suddenly found himself in, the feeling of Rarity's hooves stroking and rubbing over his hyper-sensitive chest, an erogenous zone for all stallions, and belly making flickers of sensation go down his spine.

"Well, you look more than ready. Let's start with giving your lovely pas-si-petit 'étalon' un peu d'attention, no?" Rarity asked in another sexy growl, tossing in some dirty talk she'd learned from her visit to Prance and earning another flex of his penis from it; "Je vais sucer ton bite, et bien..."

"Eh...uh-huh..." the stallion responded, not knowing Prench but definitely able to tell by her tone and the look she was giving him, and his cock, that Rarity was saying some really naughty things to him in Prench.

After turning off the lights with her magic so only the two dim candles remained lighting the room, having seen what she'd wanted to now, she noticed the stallion tense again. "Relax dear, let me take good care of you...I promise you'll love it." Rarity said, before giving his stallionhood a small rub along its underside with a hoof.

The stallion reacted with a sharp gasp and just-as-hard thrust of his hips as he felt his first-ever touch of a mare in such a way, his back leg twitching in reaction, making Rarity smile. She continued to softly rub his warm, hard cock with her soft, manicured-smooth hoof, feeling it softly pulsing under her touch with each one. "O-oooh...my-gosh..." the stallion gasped out as he felt strong tingles rolling up and down his back, only added to by the cloud-bed's own electricity.

"Mmm-yes, I'm sure this feels rather nice. I've heard stallions are most sensitive underneath aaaaand..." Rarity paused, before tracing his medial ring with a hoof-tip, earning another sharp gasp and gentle buck of his leg and hips; "...along the medial ring as well."

The stallion could only watch with mouth agape as Rarity lit up her horn and started to softly rub along his length with her magic, the light, passive tingle of her spell making him let out a gasp at the friction and utterly new sensation it brought with it, making him squirm lightly under her ministrations as her hoof kept its movement up too. Her magic felt so much more...gentle than his own in this respect, so much better.

"Oh, dear, if you think that feels good, this is only the beginning...it's..." Rarity said as she lightly increased the power of her rubbing - only for her to suddenly feel a wet warmth slowly encasing her horn, making her spell's effects end abruptly. Rarity's eyes crossed as she let out a cross between a moan and a whicker as she felt white-hot pleasure directly inside her head at that stimulation, her mind buzzing as the unicorn had bent over and now started to softly suck her horn while she still channeled magic through it, "...ooooh f-fuck..."

The stallion stopped after a moment, leaving Rarity gasping for breath even at the brief, intense sensation of him sucking her horn. "While I may be a virgin, I know why we're taught not to touch a fellow unicorn's horn while they're casting a spell; I know that it gets really, really sensitive to the touch while magic's in it. Gentle touches..." he said, softly stroking her horn with a hoof, earning a few sparks of magic from its aura and a shudder from her; "...feel really good, while harsher touches or strikes hurt." Fortunately for Rarity, he didn't give an example of the latter. Instead, he simply turned so he was laying on his belly now, his cock trapped between his belly and the electrically-charged cloud-mattress, and suddenly took Rarity's horn back into his mouth, earning a gasp from her as those intense tingles went through her skull again.

"A-aaah, d-darling, I'm supposed to be pleasing y-yo-oooooh-you, n-not..." Rarity struggled to speak, but her mind was a fog of pleasure as the stallion softly bobbed his muzzle on her horn, his drool trailing down her horn and into her mane, but she simply couldn't care at this point. Rarity's breaths were shallow gasps as his tongue's tip traced the spiral of her horn, her subconsciously keeping a reserve of magic in it, her magical aura making his cheeks glow a gentle blue in the dark room as he suckled her horn.

It was a strange feeling for the stallion as he did this, feeling the hard but smooth texture of Rarity's tingly, warmly-glowing horn in his mouth as he licked and softly bobbed on it, but the pleasured gasps and whimpers from her was worth the weirdness, as were as the pleasured squirms he got from her. Besides, it was only fair to return the generosity she'd given him.

After a while the feelings intensified even more, Rarity panting like a dog on a hot summer's day and pushing her, fortunately short, horn further into his muzzle on reflex as the stallion kept suckling and licking it, encasing it in wet warmth. Rarity felt like she was being bred right then and there as her vaginal muscles started squeezing down on nothing, her clit winking frequently to the stallion who was indeed in front of her. She knew there was some connection between the portion of the brain that caused magic to be formed and the portion that caused sexual pleasure and climax, and Rarity didn't mind that fact at this moment at all.

Finally, Rarity could take no more. "D-dear, I'm going to-ah t-toooooo..." Rarity stammered out after only a minute of the intense stimulation before her eyes crossed and she whinnied in pleasure when he bit down on her horn-base, seemingly accidentally; that light surge of pain mixing into her intense pleasure set her over. Her eyes sealed closed as she was set over, her horn shooting out a large pulse of magical energy, making the stallion feel a strong static tingling in his mouth and throat as well as taste the ozone-like flavor of base magic. Pulling back off of her horn while Rarity still twitched at the feelings of her intense release, her mind a haze of pleasure – and between her legs soaked with her fluids as she'd actually physically climaxed and squirted as well during her horn-gasm – the stallion coughed up blue smoke, the other physical result of a horn-gasm.

As soon as he pulled off her horn, Rarity collapsed in a twitchy, relaxed mush-pile on the bed as her horn-gasm and full-body orgasm tapered off, her mind reeling from the intensity of having both at once, her clit and pussy still contracting and winking on occasion; she felt as though her entire body and brain had had an orgasm. "Ooooooh-mi-gooosh" Rarity moaned out as her head and vision finally cleared some, seeing the stallion looking back at her with an expression crossed with surprise at what had just happened...and concern. "That's the first horn-gasm I've ever had. That was....oof." Rarity finished by letting her muzzle bury into the mattress with a soft poomf, no words able to accurately describe what she'd just felt.

The stallion only blinked. "Well, I've only heard about ponies saying how amazing it felt, and seen a few giving each other these 'horn-jobs', but this is my first time doing it for somepony. I thought it only appropriate, given your generosity to me earlier, inviting me to stay here and all, then offering...yourself...to me as well. But...that magic thingy you did when you, um, 'finished' in my mouth...am I going to, like, grow another hoof from it or something?" he asked, though was only semi-serious. "Are you OK as well? That looked...pretty intense."

Rarity chuckled. "No dear. From what I read that was just a sudden release of base magic that built up in my horn while you were...erm...sucking it. It's perfectly harmless as it was a neutral magic, meaning nothing harmful will happen to you and it will simply be absorbed into your own magic pool." she explained, getting a relieved sigh from the stallion at the assurance he wouldn't grow a third eye or something; "As for me...oh Celestia, I feel better than ever! I don't think I've ever reached such an intense climax that fast before!"

The stallion smirked, this beautiful mare saying that he'd made her climax, powerfully, in record time for her was quite a boost to his confidence. "So, um..." the stallion said, feeling his member throbbing harder than ever into the mattress at the knowledge he'd made this beautiful mare pleased to an orgasm, as well as the tingling along its entirety from the cloud all this while; "...what now?"

Rarity's eyes lidded once more, the brief if intense orgasm that had accompanied her horn's surge only making her that much more horny and ready for more...but first she had a score to settle; it was 1-0 after all. "How about I continue where I left off earlier..." Rarity offered, nudging against his side to get him to expose himself again, "...and I thank you in kind for your 'horn service' earlier."

Nodding, the stallion rolled over so he was on his back, exposing his hard-as-ever stallionhood to her, Rarity licking her lips hungrily as she eyed his length. As though she'd done it a million times, although this was only her fifth, Rarity sunk her head down and felt the stallion's thick, flat flare part her lips and spread open her jaws fairly wide, earning a muffled moan from him as she did. She also lit up her horn and took his balls into her aura, giving them a soft rub and squeeze, getting a nervous tense from him at the feeling of such a powerful force at his most sensitive parts, but soon he relaxed as she only continued to gently rub them and sending a tingle of pleasure to join the one from her warm mouth on his flare and slowly sliding lower.

The stallion's mind blurred as he felt Rarity sinking deeper, and deeper, and deeper on his rod until her lips met his medial ring, at least seven inches in her muzzle already and she was still sinking deeper. As he felt his ring pop inside her mouth and a quiet moan from her at the sensation of the cock that was deep in her muzzle and flavor of his member and pre, the distinct taste of a virile stallion. Rarity kept bobbing her head slowly, her hooves softly rubbing over his chest while her magic kept softly kneading his foal-orbs.

Deciding that it was only fair to return the favor of pleasure but unable to physically, the unicorn lit his own horn and targeted Rarity's teats with his own magic after first trailing it down her belly, playing with them briefly before sliding down a bit and finding her clit just as it winked. Rarity nearly bit down in response to the surprise surge of pleasure from his tingly magic touching her most sensitive pleasure nub but, thankfully for the stallionhood involved she resisted, instead only pulling back and once more lowering on his cock slowly as her clit gave a series of winks in response.

As Rarity kept slowly blowing him, the stallion, in turn, slid his own magic up to Rarity's lower lips, playing the thick rod of solidified magic he'd formed between them as though he were hot-dogging her, making her gasp softly and shudder at the sudden pleasure. Taking that as a positive, the stallion paused, considering something. "Y-you're not a virgin, r-right? I can go inside you?" he asked, not wanting to give her a surprise defloration. Rarity found it a quite uncouth question to ask a mare but, given the circumstances...

Rarity pulled off of his stallionhood, to his displeasure, and looked at him with hooded eyes. "Darling, no, I'm not a virgin. Please, feel free to be a naughty stallion and use your magic in me. It's been quite a long time since I've felt another's magic like this, but do start gently please."

As she spoke and gave her consent, Rarity was rewarded as she felt the warm, tingling sensation push past her lips. She gave a quiet groan of pleasure as he slowly slid that magic tendril into her entrance, with his magic feeling good but nowhere near as good as a real cock. Still, the relief it gave was better than nothing....and sucking him off was making her rather horny. As he slowly slid deeper and spread her wider, 'feeling' with his magic as her tight insides spread, he heard her moan again as she took his flare back into her muzzle, reciprocating the wonderful sensations his magic was giving her passage.

Slowly they continued, the stallion slowly increasing his pace of pushing his magic into her until Rarity met his cock's base and the stallion's magic bottomed out in her and gently tapped her cervix, making her gasp as she felt something so deep inside of her. The stallion, in turn, moaned as he felt what must be Rarity's throat squeezing on his flare while her tongue played over what of his shaft she could reach, using the tip to semi-circle his medial ring when she pulled out some to breathe, sending intense tingles through him as she did.

"Oh by Celestia, this is the best thing I've ever felt..." the stallion moaned out as another throb of his penis sent a small dollop of his pre-cum onto Rarity's tongue, which she happily gulped down. Rarity smiled at his exclamation and kept licking at his glans process for more pre, sending another thunderclap of pleasure through him. The stallion countered by making the magic-rod under Rarity's tail start to push in and pull out in a thrusting movement, feeling the resistance to it leaving her as he tried to pull it out, her strong muscles holding tight. He could only imagine how great they would feel squeezing his dick like that, though thankful he knew that he likely wouldn't have to merely imagine it soon.

It wasn't long until the stallion gently tapped Rarity's head with a hoof, getting a thousand-yard stare from her lidded eyes as he kept his magic pistoning inside of her at a now-moderate pace, feeling as her body had adapted to being spread and was squeezing less tightly now on his magic, her breaths turned to light pants. "I'm going to finish soon," the stallion warned her softly, before feeling Rarity pull off of him as she felt his flare starting to swell up in her muzzle, both knowing that that only happened when the stallion was getting close to orgasm.

Despite Rarity stopping and leaving the stallion right on his edge he didn't mind, knowing that once he finished once he was generally done for at least an hour when he masturbated...and also knew much was likely to come still. Rarity's panting became quiet gasps with each so-deep thrust of his magic into her now." F-faster! S-so close..." Rarity whimpered as she grasped for his hoof, which he gave her, her simply needing an anchor in the bliss she was floating in.

The stallion obliged her request to speed his thrusts and, not ten seconds of the rapid magic-fucking he gave her later, Rarity tensed and the stallion found himself no longer able to remove his now-hilted magic as Rarity milked it for all it was worth. Her inner muscles clamped on and kneading the pseudo-cock for the seed it simply couldn't give, intense pleasure and muscular spasms rolling through her whole body as she whole-body-orgasmed again.

The stallion couldn't help but smile as he saw her blissed-out expression of orgasm, her face blushed red as he felt her squeezing his magic so tightly, knowing he'd brought her this kind of pleasure not once but twice now, and, as this mare had said, this was only the beginning. Rarity meanwhile squirmed this way and that, simply not able to hold still at the intense tingles that rolled through her again and again, the light static feeling from his magic keeping her orgasm going for a good few seconds more.

Eventually, Rarity relaxed and slumped to the bed panting as she swam through her afterglow, a look and small smile of pure happiness on her face. Meanwhile, she felt a powerful desire to have this handsome stallion inside of her, his big cock inside her pussy and her squeezing on it. After a short rest, the occasional contraction still going through her lower body post-orgasm, Rarity decided to voice what she'd been thinking. "Darling, I know this is your first time, but I was thinking maybe...we could try something just a little...kinky for the actual sex?" she asked, getting a surprised look from the stallion, "Now wait, I just ask you hear me out, it's nothing too 'extreme'." Rarity said, before getting a nod from her bed-mate. "OK. I was just thinking...maybe we could try some minor bondage? I could tie your hooves to the bedposts with a silk sheet and...perhaps gag you, then...be on top for the start at least?"

The stallion blinked, his jaw clenched as he considered just how kinky this was. To him, he'd never thought of his first time having sex involving being tied down with a mare on top of and 'riding' him, but he was open-minded. Plus he felt comfortable around this mare, and he was always a stallion to follow his instincts about a pony's intentions. "Sure, I guess we could try that..." the stallion said, with Rarity smiling softly at his agreement.

"Wonderful! Darling, I'm going to make this the best night of your life..." Rarity cooed as she gave the stallion a soft kiss on the nose, "Now, just lay down on the bed with all four legs outstretched. I'll do the rest." The stallion obeyed, his body straddled on the bed as he lay on his back, stretching out and his still-throbbing, mostly-flared cock standing proud as he did as told. Shortly after he heard a quiet snip of scissors and saw Rarity cutting up one of the spare bed-sheets into strips, almost in awe as she destroyed something so expensive.

Rarity must have seen his expression, as she simply waved a hoof at him. "Oh don't worry, I'll pay for it," she assured, before then levitating one of the four strips of silk to each of his four limbs, "now do tell me if I make this too tight." Rarity proceeded to tie each leg to the bedposts, starting with the back and ending with the front, giving a kiss or lick on his stallionhood or balls as she tied his back legs with her magic, getting a squirm or moan from him at that, then giving the stallion a kiss on the nose as she tied his front.

After a short while the stallion was loosely trapped to the bed-frame, the impromptu ropes were loose enough and had enough leave to be comfortable but not enough for him to move freely or reach far. Of course, Rarity left his magic and torso unrestrained, not having the proper equipment to silence his magic nor fully tie him down, nor having any desire to. She wanted him to enjoy himself too after all. "Alright my little captive, you all comfy?" Rarity said, giving him a wink to let him know it was an act and receiving a nod to her question, "Good. Now you're going to breed me, and you're going to like it, my little stud."

The stallion blinked again, feeling his penis throb and leave a thick glob of pre on his belly as she spoke like that, giving a quiet, deep breeding whinny in response. Rarity simply smirked. "Oh yes, does my big handsome stud like me talking about how he's going to give me his seed? How he's gonna cum deep inside me and make me swell up with his baby? How he's gonna sire my foal..." Rarity growled into the stallion's ear, with him nodding rapidly as his cock flexed and flexed, so aroused that it almost hurt. "Tell me you want me to mount you. Tell me you want me to ride you and take all your cum in me. Tell me you wanna knock me up." She climbed on top of him now and pressed her soaked crotch into his lower belly just short of his cock, grinding her silken wetness into his fur and matting it as she slowly rubbed his chest with her hooves.

The stallion was beyond aroused at this point, wanting, needing to feel something wet and warm wrapped around his cock again, his hips rocking towards her. He knew she'd cast a no-foal spell on herself and that her talk was just that, talk, but it none-the-less called to his deepest instincts as he smelled and felt an aroused, willing mare atop him asking for his foal. "I...I want to have sex with you," the stallion replied meekly, receiving a shake of the head 'no' from Rarity and confusing him.

"I'm afraid that if your heart's not in it, I simply cannot continue," Rarity said with a mischievous grin, continuing to grind her soaked crotch against his lower belly, just shy of his flare, "come now, I'm sure you can ask me better than that? I am basically giving you my womb for your child for the next eleven months after all..."

Getting into the breeding fantasy Rarity had started, the stallion whined needily, his hips trying to thrust up but failing to accomplish anything with her weight pinning him down. "Not until I say you can darling..." Rarity teased, continuing to rub her oozing snatch on his belly, turning the stallion on more than he'd ever been before, "ask me properly and I'll give you your treat."

"P-please have sex with me?" he asked feebly, not sure how to react to being dominated like this.

"Ask me to fuck you; to take your big, lovely cock in me and milk you of all of your cum deep inside of my body! My fertile womb!" Rarity exclaimed, getting much more into the part as she started to grind harder on him, extremely turned on herself.

"F-FUCK ME! PLEASE!" the stallion nearly screamed, begging like a mare in heat asking for her stallion to mount her. Apparently, this is what Rarity wanted to hear as she then lifted her rump up, letting him feel the warmth and slipperiness of her lower lips rubbing along his cock's underside, her feeling it throbbing constantly in response as she lubed him up. He was full of virility and just waiting to fill her full whenever she chose for him to. She liked that feeling.

"Mmm, since you asked so nicely..." Rarity said lasciviously, stopping her grinding when she reached his swollen flare again, before shifting her body so she pressed his cockhead into their bellies, her chest grinding against his and making him groan as she rubbed the powerfully erogenous zone. Soon Rarity rose herself upright and this time magically aligned his head to her snatch, a stream of her arousal streaming down his cock as she met his eyes and placed both hooves on his chest for balance. She quickly slid a gag made of silk into his mouth when he opened wide to accept it and tied it around the back of his head, then slid his cock inside herself.