Fall of Equestria: A Rare Opportunity

by ponkpank

Rating: mature
Tags: Anthro, Fleur de Lis, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Rarity, Sex
Length: 9073

Rarity is offered the chance to be part of a select group within Canterlot's elite, but is she getting more than she bargained for?

Rarity is offered the chance to be part of a select group within Canterlot's elite, enabling her to expand her business and become the socialite she always wanted to be. But when the Caribou invasion starts she may find that she got more than she bargained for.

WARNING: This story is set in the Fall of Equestria universe, and therefore features topics such as slavery, domination, body modification, moral degradation, humiliation and brainwashing. There is no happy ending. If these themes offend you please stop reading now.

Published 2016-11-05 05:50:01 UTC
Last updated 2016-11-05 05:50:01 UTC

Chapter 1: Initiation

“That will be 45 bits please.”

Rarity neatly folded the delicate silk garment, and carefully placed it in a purple shopping bag.

“Thank you for shopping at Carousel Boutique! That dress is one of my best designs, even if I say so myself. You’re sure to stand out in the crowd, darling.”

Smiling with contentment, the last customer of the day left Rarity’s boutique. Business was good. Rarity’s career as a fashion designer was taking flight, her reputation amongst the beautiful and stylish enhanced with each satisfied customer. Like most ponies she loved her job, and considered herself lucky to have been blessed with a gift for fashion and style. But the working hours were long, and now the end of the week had arrived at last.

“Time to close the boutique for some well-earned rest and relaxation. If I’m lucky I can catch the next train to Canterlot and arrive with plenty of time to spare for my dinner appointment with Fleur de Lis. Etiquette demands a lady never arrives late!”

Rarity had kept contact with Canterlot’s upper class whenever she could after her last visit, but the occasional letter or short chat during business trips were no substitute for properly socializing. When Fleur sent her an invitation for dinner at Canterlot’s famous Restaurant Row, Rarity simply couldn’t pass up the opportunity. After a quick shower, a careful brush of her mane and tail and some quick touch ups to her make up, the white mare slipped on a modest but elegant dress, put on a winter coat, and left the boutique for the train station.

—

“All aboard the Canterlot Express!”

The conductor yelled, anxious to leave in order to stay on schedule. Rarity looked at the throng of ponies hurrying to get on the train that would take them directly to Equestria’s capital city. She had no such concerns though, having bought a first class ticket to avoid the rush. Designing for Equestria’s rich and famous definitely had its perks, not to mention her talent for finding precious gemstones. As a result she could afford certain luxuries, not to mention the frequent pampering at the Ponyville Spa.

“Perhaps I’ll finally be able to open my dream boutique in the city soon. It’ll be the center of Canterlot’s fashion scene!” Rarity mused, smiling as she felt the train starting to move towards the capital.

It wasn’t long before the tall spires and towers of the city came into view. Canterlot’s location was iconic; it was built on a mountain side, meaning its silhouette was recognizable from afar. The city was surrounded by steep slopes and was situated near large waterfall, creating natural scenery unrivaled in Equestria. It was no wonder the princesses chose this location to be the nation’s capital.

The Sun was already setting by the time the train pulled into Canterlot Railway Station. Autumn had gradually made way for winter, and the first snow of the year had already started falling. Not that it was much of a concern for Canterlot’s residents though. The city’s streets and railway tracks were kept snow-free by the magic of extensive teams of unicorns; unlike Ponyville, the capital was a constant hub of activity and commerce, and the wheels had to be kept well-oiled at all times.

Rarity shivered as she alighted from the train.

“This dry northern wind his horrible for my sensitive skin! I just hope we aren’t in for a harsh winter this year,” she thought, as she quickly made her way to the taxi stand.

“Taxi!” Rarity called. “To Restaurant Row please, I have an appointment at Cuisine Bourland”.

“This way please, mademoiselle. Your friend arrived early and has been waiting for your arrival,” the well-dressed waiter gestured. Cuisine Bourland was one of the premier haute cuisine restaurants in Canterlot, having earned Zesty Gourmand’s three hoof rating, and the service showed it. The interior exuded a subtle, high-class opulence and was clearly carefully selected to create a welcoming yet exclusive environment for diners. It certainly wasn’t to everypony’s taste, but for ambitious ponies like Rarity it was the perfect place to see and be seen.

“Rarity! I’m so glad you could make it!”

Fleur de Lis got up from her chair, and greeted her friend with warm hug.

“So glad to be able to catch up with you again Fleur, it really has been way too long.” Rarity answered, taking her seat at the table. “What is on the menu today, garçon?”

“For the entrée this evening we have watercress soupe, or salade truffé, mademoiselle.” the waiter replied. After taking both orders he bowed politely, and left the girls to converse in private.

“So, how is business? Since I haven’t seen you around Canterlot lately I’m assuming things are going well?” Fleur asked.

“Oh absolutely fabulous, darling. I have been feeling so inspired lately, and managed to get my hands on some exquisite fabrics for next season’s collection. I have some daring cuts in mind that are sure to set the trend for years to come.”

Rarity’s eyes shifted to Fleur’s neck, noticing something strange underneath her sweater. It seemed to be a thick, red collar, adorned with a heavy-looking metal ring at the front.

“That’s an… interesting accessory you’ve chosen to complete your ensemble, darling”

“Oh this?” Fleur replied, smiling as she noticed her friend gazing at her collar. “I had hoped you would notice it. You have an eye for detail after all.”

Fleur drew in close, her voice quieting to a whisper.

“All of Canterlot’s high society is in on it. We’re organizing secret fetish parties, and this collar is a sign of membership. If you want, I can get you in. Everypony who is somepony will be there.”

Rarity recoiled, taken aback by the unexpected change in topic.

“I-I, well, you see, erm…”

The purple-maned mare was lost for words. A fetish party with the high and mighty? She did not know what exactly would go on at these events, but she assumed that whatever these ponies would be doing, it would be most unladylike.

"It's the latest thing dear, CMNF. It's so unbelievably salacious, I know you'll love it..."

Activating her horn, Fleur de Lis discreetly levitated a leather collar from her bag in the seat next to her. With fine magical manipulation skills that would be the envy of any unicorn, she slipped the accessory underneath the table and delicately placed it onto Rarity’s lap.

Rarity just started at the collar. She felt the weight of it, handled the luxurious red strap, and touched the polished metal that that made up the thick ring in its center. Surely this wasn’t something a prominent, upper class mare should be involved with. Yet, if Canterlot’s elite were into it, a social event such as this could be the perfect-

“Mademoiselle, your watercress soupe?”

The heavily accented voice of their waiter snapped Rarity back to reality. Startled by the unexpected interruption she reflexively covered the collar with her arms, feeling like a filly being caught red-handed with her hand in a cookie jar.

“Oh! Yes! Ehm, of course!”

The attendant placed the plate in front of her. “And la salade truffé for mademoiselle Fleur. Bon appétit.”

With that, the waiter was gone. Fleur de Lis smiled as her friend looked over her shoulder nervously, slipping the collar into her handbag.

“We’ll gather at Star Swirl Alley tonight at midnight dear, behind the racetrack. It’s invites only, wear that collar if you want in.” Fleur whispered.

The lure had been cast. Contented, the pink-maned socialite picked up her heavy silver fork, and resumed their conversation where they left off.

“So tell me, how is the spring collection coming along?”

————

Rarity stared nervously at the collar she had placed on her hotel room nightstand. The rest of her evening with Fleur de Lis had been pleasant, with the girls discussing the latest happenings in Canterlot’s high society as well as exchanging their juiciest gossip. The dinner, although fanciful, wasn’t entirely to Rarity’s taste, but it was something she considered she needed to get accustomed to it fit in as a member of the elite.

But now she found herself back at her luxurious hotel suite, having showered and dressed herself for the party. Rarity looked at the ticking clock with trepidation. She had no idea what “kinky fun” Fleur was referring to, nor what…”CNDF”, or whatever Fleur mentioned was supposed to mean.

“Rarity, you’re a big filly now. You’ve been presented a magnificent chance to work your way up! You’ll never amount to anything if you always play it safe,” she said to herself, trying to allay her reservations as she held the red leather collar in her hands.

With newfound resolve she lifted it up, and closed the fastening behind her neck with a soft click. The collar was heavy but comfortable, even though its fit was almost skin-tight.

“Hmm, I must say I… quite like the look. It’s not something I personally would’ve chosen, but I suppose I could get used to it,” Rarity said to herself, before she put on her coat and headed out the door.

“Thank you sir, you can keep the change,” Rarity said as she handed the taxi driver his fare.

“You sure this is the place ma'am? Nighttime isn’t when folks usually visit the racetrack you know,” the stallion replied, looking over his shoulder.

“Yes, yes I’m quite sure. I will have you know I’m a very reputable-”

“All right, all right, I’ll mind my own business, just take care of yerself that’s all I’m sayin’. Yeesh,” the taxi driver barked, apologizing with a wave of his hand before leaving.

“Hmph, ponies can’t seem to stick to their own affairs these days,” Rarity huffed, as she found herself in an alley near the racetrack entrance.

It was one of the more remote, but well-known areas of Canterlot; the bleachers were hewn out of the steep cliff face, allowing non-pegasus ponies to spectate races otherwise inaccessible to them. During race days it was a hub of activity, with the well-to-do attending the competition and hawkers selling their wares in the surrounding streets. But now it was nighttime, and the city was quiet as princess Luna watched over her sleeping subject’s dreams.

“I...suppose this is the place,” Rarity said to herself, as she approached a industrial-looking but otherwise nondescript building. She took a deep breath, and tentatively knocked on the metal door.

The slider opened moments later, revealing a stern-looking stallion’s eyes. His intimidating gaze startled Rarity. The bouncer clearly didn’t recognize her, staring her down from behind the gate. Taking a step backward, she stammered:

“G-good evening good sir, I’m here for…”

She didn’t have the chance to finish her sentence. The stallion’s eyes soon noticed the collar adorning her neck, peeking out from underneath her thick winter coat. Almost instantly the heavy iron door opened, and Rarity was beckoned to come inside.

“Welcome miss, I did not realize you were a member. Please enjoy yourself.”

Rarity entered a dimly-lit hallway, leading down a set of stairs. The faint sounds of chatter and music could be heard emanating from below. It all looked a bit suspect to her, and part of her questioned her judgement of accepting Fleur’s invitation to such a...seedy party.

“Please miss, down the stairs. You will find your friends waiting for you there,” the guard said, taking his seat near the door.

“Ah...yes, yes of course,” Rarity answered, before hesitantly heading down the flight of stairs. With each step she took, the murmur coming from below became more recognizable as the individual voices of chattering ponies; the ambient background noise gradually turned into the pleasant music produced by the various instruments composing a live band. She could hear a piano, cello and violins playing a slow, gentle waltz.

“Perhaps this party will be more...high-class than I thought,” Rarity whispered to herself.

At the bottom of the stairs she found what looked like a dressing room. Luxurious coats hung from coat hangers, and a variety of dresses, skirts, sweaters and blouses were neatly folded and stacked. Rarity noticed a few expensive designer bags stored on the shelves.

“Those are some of Hoity Toity’s and Prim Hemline’s finest work,” she mused, as a door at the far end of the room opened.

In the door opening stood a naked, white mare with an ample bosom and voluptuous curves. She wore a decorative silver eye mask and collar, and Rarity noticed a pair of shiny, golden rings adorning her pierced nipples. Her cutie mark was obscured garters she wore around both of her thighs, and she bore a small, well-kept pubic thatch. Whoever this mare was, she had clearly been enjoying herself - her thighs were sticky with her own fluids.

“Rarity, I’m so glad you decided to come!”

The familiar voice startled Rarity.

“It’s me, Fleur de Lis! Let’s get you properly “dressed” for the event. The heating makes it way too hot in here to wear all those winter clothes anyway.”

“F-Fleur? What happened to your clothes? W-why are you naked?” Rarity replied, unnerved at her friend’s nudity.

“Oh, didn’t I tell you at the restaurant? The dress code is CMNF, dear. Clothed male, naked female,” Fleur answered, smiling as she closed the door behind her.

“Don’t you worry about your reputation though, we all wear these masks, and garters to hide our cutie marks. Some mares even opt for full hoods to keep their manes from being used to identify them. You know, for anonymity’s sake.”

“I’ve set aside a mask and garters just for you,” Fleur continued, pointing at the accessories laid out on a table next to her. “Take off your clothes and try them on.”

Rarity was lost for words, her gaze moving from Fleur to the mask, and back again.

“I-! Fleur… must I? Parading around naked like that is most unladylike.” Rarity said as she blushed with embarrassment, both at Fleur de Lis’ nudity and the thought of letting anyone see her like that.

“Oh lighten up Rarity,” Fleur said playfully, as she took her friend’s coat off her shoulders. “We’re all part of an inner circle here. You might not have realized it, but some of Canterlot’s most influential stallions and mares are in that room. It would be an excellent opportunity to get to know some very wealthy and powerful ponies, up close and personal”.

“W-well, I...I suppose…” Rarity stammered, recognizing the chance that had been presented to her but unable to overcome her reservations.

“Just let your mane down and relax, I’m sure you’ll love it dear. It’s right up your alley.” Fleur whispered, drawing in close and gently placing her hand on Rarity’s cheek.

Rarity looked into Fleur’s eyes, which were filled with warmth and trust. She had been given an open invitation to personally get to know some of Equestria’s most prominent ponies, to be part of an elite group of friends! Surely this would open up many fabulous business opportunities for her, and kickstart her fledgling career as a fashion designer. Surely she couldn’t pass up this once in a lifetime chance?

“A-all right…” Rarity replied nervously, her hands trembling as moved towards the shoulder straps holding up her evening dress. It slowly slid down her body, revealing her small, perky breasts, and then her trim stomach and hips before finally dropping on the floor at her ankles. Rarity had always been proud of her figure - she had a sleek body perfect for modeling fashion, which she kept in shape mostly through a strict dietary regimen. Exercise wasn’t her thing. Rarity abhorred sweating, leaving physical exertion to ponies like Rainbow Dash who were obsessed with, as she saw it, “senseless frivolities” like sports.

“Erm...th-the panties as well, I’m assuming?” she asked tentatively, in the fleeting hope she would get to keep at least some of her dignity.

Fleur had fetched the mask and garters from the table, and smiled approvingly at seeing Rarity’s naked figure.

“Yes dear, of course. Don’t feel ashamed, all of the mares you’ll see are naked.” Fleur replied, trying to assuage her friend’s doubts.

Rarity hesitantly slipped off the last of her garments, exposing her full but well-trimmed pubes and vagina.

“There you go sweetie, you look fabulous,” Fleur said, slipping Rarity’s mask over her eyes. It was a matte black with ornate frills decorating the edges, and adorned with small gems. Fleur then pulled the elastic strap over her head, securing a comfortable fit before handing Rarity the garters. “Here, slip these over your thighs”.

Rarity’s garters were black like her mask, and made of an opaque, stretchy material. The fabric was lightweight, and as she handled them she noticed the number “36” embroidered with golden thread on the side.

“A number?” Rarity commented, noticing a number covering Fleur de Lis’ cutie mark as well.

“For anonymity dear, you didn’t think we’d be using our actual names did you? Look, I was given the number “1”, Fleur said, turning her flank to Rarity. “We carry these numbers so we can be fetched and ordered by the stallions. They don’t use their real names either, we just address them as “sir”.”

“Fetched and ordered by stallions? Numbered instead of named? Doesn’t that sound horribly demeaning to you, Fleur?” Rarity replied, disconcerted at what her friend might mean.

“Well most of us rely on these fake identities to have some guilt-free fun. I mean, it’s not against the rules if you want to go in without, but it might be a bit much for your first experience,” Fleur said.

“I-I guess not…” Rarity stammered, realizing the value of Fleur de Lis’ offer. She slipped on the garters, making sure the numbers covered her cutie marks.

“Welcome, number 36,” Fleur said with a smile. “Just remember, no names, just fun!”

Rarity’s eyes opened wide in shock as she followed Fleur through the door. Before her she saw an old wine cellar converted into a spacious, opulently-decorated ballroom. The marble pillars were adorned with finely-crafted, golden scrollwork; luxurious tapestries from Saddle Arabia hung from the walls, keeping the original brick hidden from view. Whoever had ordered the renovation of the space clearly had plenty of bits to spare.

This in itself didn’t surprise Rarity of course. She had been in Canterlot plenty of times and was familiar with its opulence, not to mention having been invited to stay in the castle at Princess Celestia’s behest. The ponies present however, weren’t exactly enjoying the party like she had expected.

The stallions wore the smart outfits befitting members of high society - expensive blazers and neatly-pressed shirts and trousers. Rarity didn’t recognize any of them as each one of them wore a mask covering their eyes, as did the mares present. But in contrast to the stallions every mare was stark naked, wearing nothing besides their masks, collars and garters covering their cutie marks.

Moreover, many of the mares were in the process of sexually serving the stallions. Right in front of her, a blue pegasus mare wearing a black hood was kneeling submissively before a unicorn stallion while giving head, eagerly working her way up and down his shaft. At the near wall Rarity noticed a couple roughly making love, the excited stallion thrusting himself into a mare from behind. She had to look away, blushing as she noticed the mares fluids splattering on the floor as she climaxed, only to notice another couple in the throes of the reproductive act. On one of the sofas at the back of the room a purple pony was riding a muscular stallion, moaning and thrusting her hips onto his erect cock as he leaned back comfortably, smoking a cigar.

“23, get on your knees and raise that flank for me won’t you? Going by the way you’re flaunting that wet, winking pussy of yours I’d say you’re due for a proper rutting,” a brown stallion standing next to Rarity said, addressing a yellow mare in front of him. She wore a burgundy leather hood that covered her mane and face, but had zippered openings for her eyes and muzzle so she could perform the tasks demanded of her.

“Of course sir,” the mare replied playfully. “I was hoping I would catch your eye”.

She knelt in front of him and raised her body up on all fours, lifting her tail as she spread her legs wide.

“Please sir, use my cunt as you desire,” the mare begged, giving her mate a sultry look.

The stallion snorted with delight and wasted no time and approaching her from behind, erect dick in hand. A whorish moan left the mare’s lips as he slipped his engorged member into her slick pussy.

“Oh Celestia yes!” the mare squealed, feeling his cock flaring as it parted her inner walls. “Fuck me sir, use me like the whore I am!”

Rarity had to cover her eyes with embarrassment as he started rhythmically thrusting himself into her sex, both ponies moaning and grunting as they surrendered themselves to pleasure with reckless abandon.

“Fle-I mean, erm, number one, I must say this all highly degrading to us mares! I mean, taking orders from stallions and submissively performing whatever...act they request from us? Addressing them as “sir” while we’re just given numbers like cattle?” Rarity whispered, pulling Fleur close.

“Try to keep an open mind, 36. We’re all here out of our free will,” Fleur answered, unsurprised by her friend’s reservations. “You might not recognize them, but there are a great many prominent mares present. Very important ponies who spend their days making very important decisions, ordering other ponies around, and generally living very stressful lives here in the capital.”

“Sometimes they need an outlet, to let off steam. To let somepony else take control of the reins, to let them take charge for a change. Here they can fulfill their sexual fantasies while doing so. What mare wouldn’t like a strong, confident and powerful stallion as her partner?” Fleur continued.

Rarity didn’t have an answer. She was running her own boutique, not an enormous company operating all throughout Equestria. And besides, she herself had harbored a dream of meeting and marrying a prominent, noble stallion since foalhood. Despite the fact that her date with Prince Blueblood at the last Grand Galloping Gala had been an utter debacle, she still secretly yearned for a handsome, influential stallion to sweep her off her hooves and grant her a place amongst the elite of Equestria.

“Here’s something to help you loosen up,” Fleur said, as she took a wine glass filled with a clear, translucent, light green drink from a waiter’s tray. “This is called Essence”.

“Erm, I beg your pardon?” Rarity replied, snapping out of her thoughts.

“Essence dear, it’s an absolutely delightful import that’s gained quite the popularity amongst ponies in the know. It’s said to be harvested from plants growing in the far north, nothing like we have here in Equestria,” Fleur explained, presenting the glass to Rarity. “Have a sip, you’ll love it!”

Hesitant to drink the strange liquid, Rarity brought her glass to her nose. It had a strange, alluring scent, reminding her of exotic flowers, as well as something she couldn’t quite put her finger on. She lifted her glass, taking in a small mouthful to sample its taste. To her surprise it wasn’t unpleasant, tasting like a sweet nectar, tinged with touch of alcohol.

“Hmm. This is… different… but quite pleasant I must say.”

Feeling a gentle, fuzzy warmth inside her body, Rarity brought the glass to her lips once more, continuing to take small sips.

“Lovely isn’t it? This drink has just reached the Crystal Empire from the north, and has taken it by craze. It’s only just been available here in Canterlot, and is rapidly developing quite the following. As I’m sure you understand, there are quite a few of bits to be made,” Fleur said.

“The only issue we’re currently facing is restricted supply in the face of increasing demand. But we are actively working on increasing production rates, and I am confident we will soon be able to create an environment conducive to the growth of our distilleries,” Fleur continued, taking a glass for herself as Rarity finished her drink.

Then it suddenly hit Rarity. Heat, subtly spreading outward from her most private parts. She could feel her nipples and clitoris engorging, and her vagina moistening with arousal. Her face flushed as her most primal desires emerged, as she desperately tried to compose herself.

“O-of course! I mean i-it does make good business sense to diversify…” she stammered.

Fleur smirked knowingly as she noticed Rarity crossing her legs, trying to hide the sticky fluids that had started to leak down her inner thighs.

“Care for another glass, miss?” a neatly-dressed waiter said in a posh Canterlot accent, presenting a platter holding glasses of Essence to Rarity.

“Oh, erm, thank you darling,” she said as she lifted a glass off the plate. The stallion gave her a respectful nod, and turned away into the crowd.

“Come on, let me show you around,” Fleur said, beckoning Rarity to follow her towards the center of the room.

“Number one, must every pony enjoy themselves so…openly?” Rarity whispered while slaloming her way past couples in the throes of passion.

“Why yes of course, 36,” Fleur answered, hopping over a mare’s tail sprawled across the ballroom, who busied herself pleasuring a stallion’s cock. Rarity blushed as she observed the mare, the loud moans and wet slurping sounds filling the air as she shamelessly worked the stallion’s member.

“There’s demand for an alternative…culture,” Fleur continued. “A space where ponies can be free from the trappings and pressures of society.”

“Surely we don’t have it that bad, number one? Perhaps this makes me sound old-fashioned, but I’m just saying some, well, modesty befits a lady” Rarity said while sipping her drink, raising an eyebrow as she passed a stallion resting his hooves on the back of a mare happily acting as his hoofstool.

“Oh don’t be such a prude, 36!” Fleur said, giggling as she waved off her friend’s suggestion. “Have you never wished you could just act out your desires, free from the judgement of other ponies?”

“Erm, well, o-of course, but…” Rarity stammered, remembering the times she wished she could just ravage a handsome, rich stallion way out of her reach.

“Not every mare enjoys plain old vanilla love, dear. Some of us prefer to add some spice to our lives, and here we can make those fantasies a reality. I’m sure you’ll find something to your liking in here,” Fleur said, as she stepped onto a podium in the center of the room.

Rarity wasn’t prepared for what she saw when she stepped onto the platform. It was round and slightly elevated, enough to let any pony overlook the ballroom in all directions; or indeed to let anypony on the stage be seen by every pony surrounding it. A couple of visibly aroused mares played their melodious waltz in the center of the podium. They were the only mares with covered genitals - albeit with chastity belts, fitted with vibrators that buzzed away in their sex. An aquamarine mare playing a harp suddenly moaned and shuddered, playing a couple of false notes as fluids leaked down her thighs before gradually regaining composure and resuming her play.

To Rarity’s left a purple, blindfolded mare faced the crowd with her arms tied to a frame above her head and her legs parted by a spreader bar. She moaned coarsely with obvious delight, her ample bosom jiggling each time the stallion behind her flogged her rapidly reddening ass. To Rarity it was clear the mare was heavily aroused; she repeatedly arched her back, pushing her hips backwards and raising her tail as an invitation to her suitor to finally start rutting her. Not to mention her wildly winking vagina and the puddle of clear fluids collecting on the floor between her hooves.

Rarity watched the couple intently, as the stallion grabbed hold of his erect shaft and slowly slid it up his partner’s pussy. The mare squealed with pleasure as he entered her, pushing her hips onto the penetration as she stallion started fondling her breasts.

“Yes, oh YES! Harder, fuck me harder!” the mare screamed with reckless abandon. The grinning stallion happily complied, grabbing hold of her hips and rhythmically pumping himself into her.

Rarity face turned red as noticed her own juices leaking down her thighs and her sex winking involuntarily, betraying her increasing arousal. She quickly forced herself to turn away from the scene, hurrying her way across the platform in order to catch up with Fleur, who had strolled ahead.

“Wonderful isn’t it, dear?” Fleur said, giving her friend a knowing look as she noticed her flushed face and heavy breathing. “Perhaps it’s not for everypony, but this certainly has become the meeting point for those with alternative tastes. We certainly wouldn’t be able to act this out elsewhere, not with the current norms and laws anyway.”

“You should give it a try sometime, number 36. You seem like the kind of pony who would enjoy the taste of forbidden fruit,” Fleur said, giving Rarity a playful wink.

“W-well erm…you see, I, I…” Rarity stammered, torn between her notion of modesty and the chance to experience pleasure in a way she never thought she could.

“All in good time dear, don’t worry. You’ll quickly figure out what kinks you are into,” Fleur reassured her, as they walked past a green pegasus mare who was restrained on her back on a wooden frame. Metal clasps prevented her arms, wings and legs from moving while a mechanical device whirred, thrusting a large ribbed dildo into her exposed, soaked crotch. The mare’s face was completely covered by a hood except for her nostrils and mouth, which was held open by a large O-ring tied around the back of her head. A sign with the words “USE ME” hung around her neck; her body was covered with semen, indicating that several stallions had complied with her request. Furthermore, the drenched frame and the puddle growing at its base showed that she had been enjoying herself for quite some time.

“Hnghh, haAGH, OOOH!”

The pegasus’ moans of lust quickly increased in volume and pitch, until her body suddenly tensed up, spraying a large load of fluids in the direction of the two mares.

“G-goodness!” Rarity exclaimed, as she retracted her hoof to avoid the splatter.

“Oh don’t mind number 14, she’s quite the squirter. Really enjoys being seen like that in public too, I’m sure you two will get along great once you get to know her. She actually commissioned that contraption herself, just for that purpose,” Fleur said smiling, trying to assuage Rarity’s obvious discomfort.

“There are ponies that…build machines like that?” Rarity said, quickly moving her tail out of the way to avoid being showered in more of the mare’s fluids.

“She apparently got it made by two brothers. Traveling salesmen selling their inventions, so I’ve been told. It sounded rather sketchy when she first told me about it, but clearly they were happy to build such a device,” Fleur replied as she made her way off the platform and back onto the ballroom floor.

“If you have the means, you can acquire whatever material good your heart desires. You just have to search for it, ask the right questions, and of course have the right connections. That’s just one of the advantages of being part of the “in” crowd, but I’m sure that comes as no surprise to you, 36. Here, right this way,” Fleur continued, as she entered an opulently-decorated room at the far end of the building.

Luxurious Saddle Arabian rugs covered the marble floor; large paintings of Equestrian dignitaries hung from the walls, water flowed from small fountains, and a plateau in the center sported magnificent bed fit for a king. Its frame was gilded and intricately detailed, showing remarkable craftsmanship. Rarity noticed the ceiling had been painted as well, depicting an erotic scene featuring Princess Celestia, Princess Luna and what she assumed was some sort of foreign king.

“We’ll have more privacy here. We mostly use this room to give ponies a gentle introduction to the proceedings,” Fleur said, giving two stallions standing outside the room a sultry look.

“Good evening, ladies,” one of the stallions said smiling, confidently strutting up to the two mares as he took Fleur de Lis’ cue.

“Good evening, sir,” Fleur replied, kneeling before him. “How may we serve you?”

“N-number one?!” Rarity interjected, reflexively covering her dignity with her arms as she noticed the blue stallion eying her up.

“It’s alright dear, relax. We’re here to have fun! Just enjoy the ride, follow my lead,” Fleur said reassuringly.

“Oh, a new member I see,” the second stallion said, noticing Rarity’s nervousness as he approached her. Before her stood a tall, smartly-dressed white stallion, wearing a dark-grey blazer, a crisp white shirt and smart trousers. To the well-trained eye his clothes were clearly made-to-measure from luxurious fabrics befitting his high-class status. Normally, Rarity would have been delighted at the opportunity to chat up such a handsome, rich stallion.

“Don’t worry my dear, nothing here happens without consent,” he continued, speaking with a posh Canterlot accent. “You decide exactly how far we take things, your enjoyment is paramount”.

“Oh, erm, w-well…” Rarity stammered, lowering her guard slightly and looking at Fleur for guidance.

“Do like I do sweetie, just get on your knees before him,” Fleur said, smiling.

Despite of all her reservations and misgivings, Rarity realized this was a golden opportunity. This was her ticket into a select group of high society, presented to her on a silver platter. A simple pony from Ponyville was unlikely to ever have a chance like this again. She slowly lowered herself on her knees, sitting back and placing her hands on her knees like Fleur had done.

“There you go, you can relax my dear. What is your name?” the stallion asked gently.

“I’m...number 36, sir,” Rarity said, bowing her head submissively. “How...how may I serve you?”

Part of her had to admit that submitting to the control of such a fetching, wealthy stallion was quite an enticing prospect. She found herself breathing heavily, as she struggled to control herself. Rarity could feel her sex clenching with desire. In any other situation she would have felt highly embarrassed at having her lust on display in public like this, but all of these worries were quickly supplanted by arousal in her heat-addled mind.

“It’s just some anonymous fun Rarity, no one will find out,” she justified to herself.

It was then that she took note of a strong scent. A male scent. Rarity’s eyes locked onto the stallion’s dark grey member, which was already unsheathed and engorging with anticipation, now hanging from his trousers through its open zipper.

“I’m very pleased to make your acquaintance 36,” he said with a kind smile. “Don’t worry, we’ll slowly and gently get you started. You may use your mouth, if you please.”

The stallion’s erect cock was now fully on display. In contrast to the color of his coat, his penis was dark grey and larger than anything she had ever had before. She noticed his tip starting to flare with anticipation, as its musky scent sent her head spinning with lust.

“Ah…I…” Rarity managed, her dripping crotch driving her towards the stiffening rod in front of her. The young mare took it all in. Its musky scent, the folds of its sheath, its shape and flared tip. She wanted a taste. She was about to take an unknown stallion’s penis into her mouth.

Suddenly realizing what she was about to do, Rarity recoiled, regaining a semblance of control.

“N-no…ah…it’s not proper…” she stammered, her eyes still fully affixed on the white stallion’s throbbing dick.

Immediately she felt Fleur’s gentle touch nudging her towards her prize.

“We’re all part of high society here 36, there’s nothing to be ashamed of. Just enjoy yourself, dear. You work hard enough, you’ve earned it.”

His scent was even more intense up close. Rarity’s nostrils flared as her breathing rapidly became more ragged. It wasn’t what she would ever call a pleasant smell, but heat changes a mare. It tickled her primal senses, her instinctive drive to mate. Rarity didn’t know if it was the drink, or the alcohol. But she knew she was as wet as could be, and that she needed him.

“There you go, take it all in. Long deep strokes, keep your teeth out of the way, and use your tongue. Here let me show you how,” Fleur said, all too willing to share her own experience.

“Please sir, allow me to pleasure you with my mouth,” Fleur said, turning to the blue stallion in front of her. Happy to oblige, the stallion stepped in close and unzipped his pants, exposing his member in Fleur’s face.

Sitting on her knees, Fleur softly massaged the stallion’s balls, giving them a few playful licks as she coaxed his length out of its sheath. Seeing her prize engorging, she gently wrapped her fingers around the stallion’s cock and stroked it until her suitor was fully erect.

“Oh my, you’re as big as they say,” Fleur said teasingly, smiling with glee. “Is that so? Let’s see if you’re as proficient as everypony says you are, shall we?” the stallion replied. He pushed his hips forward into her face, barely hiding his excitement at finally being able to pair up with one of the most experienced female members present.

“Oooh, and eager too. Well, you won’t be disappointed sir,” Fleur said, grinning. She worked her way up from his balls, rubbing her tongue along the folds of his sheath and shaft until she reached the tip of his cock. After a few teasing, sensual licks of her tongue, Fleur wrapped her lips around his cock and plunged the erect rod down her throat.

“Aaaah…” the stallion moaned, as his mate for the night started to work her mouth up and down his throbbing shaft. Fleur kept her eyes locked onto his, staring at him sensually as her other hand moved towards her nether regions.

“Mhh...nhh…” she moaned, sucking the length of his cock while her fingers rubbed along her soaked slit, teasing her own pleasure nub while jerking the base of his member with her other hand. Fleur was as experienced as any beautiful, eligible mare, having no shortage of desirable suitors. But spending many a night at these parties had allowed her to explore her sexuality and truly fine-tune her skills as a lover.

Rarity watched entranced as she observed her friend bobbing her head up and down a random stallion’s dick, happily and freely engaging in what she considered to be a most unbecoming activity for a lady. Part of Rarity somehow felt enticed by it, envisioning herself in Fleur’s place and wondering what it would feel like to indulge in her repressed sexual desires.

“Hnngh, you are most skilled at this, I must say,” the stallion snorted, as Fleur expertly used her tongue to pleasure him. It wasn’t long before she felt his cock flare, expanding in the back of her throat as he grabbed her head.

“Hrrgh!” he grunted, vigorously thrusting his hips as he approached orgasm. Fleur squealed with delight as she felt his dick throbbing in her mouth, each thrust squirting hot semen down her throat. She swallowed his full load, continuing to suck his ejaculating cock as he emptied his balls inside her. Pleasuring a male to climax with her mouth and drinking his essence made her feel filthy and highly sexual in ways she would otherwise never experience. The excitement of spreading this ecstasy to another mare thrilled her, and she knew there were so many more that would soon follow.

Feeling the stallion’s length retracting, Fleur continued lapping up the remaining traces of his semen, cleaning off his penis as it withdrew from her mouth.

“Thank you for allowing me to please you, sir. May I suggest we consume couple of glasses to help you get going again? I have much, much more to offer you for your pleasure,” Fleur said, hoping to seduce the stallion into engaging in further lurid sex acts.

“You most certainly can, number one. Shall we adjourn to the main hall?” the stallion suggested, holding out his elbow for Fleur. She locked her arm into his, turning to Rarity before leaving the privacy of the room.

“Enjoy yourself, 36. Just relax, let yourself go and listen to what your body tells you,” she said playfully, smiling before disappearing into the crowd.

“Well then, shall we?” the white stallion said to Rarity.

“Ah, oh y-yes sir, erm, it would be my pleasure,” she stammered nervously. Her breathing was ragged and her nipples engorged; her vagina was soaked and winking, and her face was flushed with heat. The prospect of having sex with a wealthy, attractive stallion genuinely excited her. Her body and instincts were driving her to mate, and yet her hands trembled as she placed them on his thighs. She could hear her heart pounding in her chest as she drew in close to the stallion’s waiting cock. She slowly opened her mouth, before hesitating and withdrawing from him.

“I-I apologize, sir. I’m not accustomed to, well…” she said, expecting a look of disapproval at her recalcitrance. Instead, the stallion smiled gently at her.

“I understand your apprehension my dear, this does take some getting used to. Perhaps I can help you get, say, warmed up?” the stallion said, sensing her nervousness. He knelt beside her, drawing in close. “I promise to be gentle, 36. If you want to stop, just say the word,” he whispered to Rarity, before placing his hand on her cheek and softly kissing her.

“Mmh..” Rarity closed her eyes as she enjoyed his taste. It wasn’t long before she felt his hand slowly move down her body, towards her nethers. For a moment she considered breaking away and asking him to stop, but every fiber in her body told her otherwise. It felt right - she wanted this. Rarity opened her eyes as she felt the stallion unlocking lips, and found herself staring into a friendly, gentle face.

“Aaah…” Rarity moaned softly as the stallion’s fingers gently stroked her vagina, sliding rhythmically up and down her soaked slit. His soft, smooth hands were those of a pony unused to manual labor, and were clearly well experienced when it came to pleasuring mare bits. She gasped as his other hand softly cupped her right breast and started gently fondling her, sending waves of pleasure through her very core.

“I see you keep yourself well trimmed down here, number 36,” the stallion said, smiling at seeing his mate enjoying herself.

“Oh! Y-yes, ah! S-sir!” Rarity managed, a moan escaping her lips as she felt his fingers slide into her most private parts.

“Hmm, I shall give you an obedience test my dear,” the masked stallion said. “The way you groom yourself is no longers yours to control, number 36. It will be to my preferences. The next time I see you, I want your pussy to be clean shaven.”

“Oh! Ahn! C-clean shaven, sir?” Rarity exclaimed in surprise at the stallion’s demand. She had always groomed herself extensively, visiting the spa frequently for various beauty treatments, but the way she kept her pubic hair groomed was more of a private issue.

“Why yes, my dear. I do like my mares neatly kept. And I’ve definitely got my eye on you,” he whispered into her ear, before he gently kissed her neck.

“Ah! O-of hAH! Of c-course, sir!” Rarity gasped, her vagina slick with her own juices.

“There’s a good girl, wonderful. I shall send instructions shortly. But for now, let’s enjoy ourselves won’t we?” her masked lover suggested. He gently squeezed Rarity’s breast, playfully rubbing his thumb across her erect nipple.

“Y-yes...Aah, sir,” she managed as she indulged in lust. She had to admit he was quite the expert, applying just the right pressure, touch and movements to work her closer and closer towards climaxing. Her eyes locked onto his, as she started actively participating by pressing her chest forward into his hands and moving her hips to the movements of his fingers.

“I can tell you’re getting close my dear,” he said softly, feeling her walls clamping down on him.

Having an unknown stranger fondling and fingering her certainly wasn’t something Rarity would normally allow, but she couldn’t deny that she was thoroughly enjoying the excitement of breaking this taboo. A brief thought entered her mind, that maybe she had been wrong all along. That perhaps she should allow herself to enjoy life’s pleasures a little more.

Rarity’s moans suddenly spiked in volume as the stallion curled his fingers, rubbing against her G-spot.

“Ah, o-oOOH! Oh Celestia yes! P-please sir, just like AAH! L-like that!” she managed, her ragged breath quickening with each flick of the stallion’s fingers. Letting pleasure wash over her, Rarity let go of all restraints. The stallion grinned with satisfaction at seeing the mare’s expression change from controlled modesty to one of unbridled lust.

“UUUH! OOOOOH!” she suddenly squealed, as she started to shudder uncontrollably. Rarity’s legs trembled as raw pleasure raged through her body. It was a powerful orgasm, shaking her to her core - no stallion had quite managed to make her cum like that before. Unable to maintain her posture she fell to her side, convulsing on the soft, Saddle Arabian rug.

“Hah, ah...m-more sir...please…” she panted, while the waves slowly dissipated.

“Certainly, number 36, but the floor is no place for a lady. And besides, we should enjoy these magnificent amenities,” the stallion replied.

The stallion picked her up and gently laid her on the bed in the center of the room. The mattress was soft and luxurious, covered with pink, silken sheets. Rarity surrendered herself completely to her stud, her breathing ragged with anticipation. With a soft nudge the stallion spread his willing mate’s legs, smiling approvingly as he took in the scent her winking pussy.

“Ah yes, the lovely scent of a mare in heat, truly one of life’s great pleasures,” before drawing in close with his tongue.

Without warning, Rarity’s vagina spasmed involuntarily, letting out a stream of her juices for the stallion to sample. She immediately flushed bright red with embarrassment. Normally she was able to contain her carnal, instinctive desires, and squirting in front of a gentlecolt certainly wasn’t what she considered lady-like behavior.

“O-oh, my goodness! I-I’m so sorry darling! I don’t-” she exclaimed, hiding her face behind her hands.

“Oh not at all, my dear. It’s perfectly normal, natural behavior for a mare in heat to signal her availability. Just relax and let your body go through the motions, enjoy it.” the stallion said with a gentle, reassuring voice. “And as a matter of fact, nothing turns me on more.”

Rarity felt nothing but pleasure as the stallion started licking her most sacred of places, softly and slowly lapping his way up and down her snatch. Each flick of his tongue felt electric, applying gentle pressure to her labia and pleasure nub.

Quickly losing control, a whorish moan escaped Rarity’s lips. She surrendered to him completely as he cupped his lips over her pussy, gradually increasing the speed of his tongue as he sensed his mare’s deepening arousal. She shuddered with pleasure, as each lap of his tongue teased her engorged clitoris.

“P-please OH! S-sir! I w-want you inside of me!” Rarity moaned, abandoning herself to her instincts and desires. She needed him. Now.

“As you wish, number 36,” the stallion said, snorting with satisfaction. To a stallion, the scent and taste of a mare in heat had an intoxicating, arousing effect - having buried his muzzle into Rarity’s crotch meant his cock was erect and throbbing with anticipation. Grabbing his penis at the base, he moved onto his mate for the night and slowly slid his member into her soaked cunt.

“Aah! OOOH!!” Rarity moaned loudly, abandoning all sense of decency as her stud started slowly and rhythmically thrusting his hips, gradually working himself deeper and deeper into her sex. He certainly was larger than any of her previous partners, stretching her hungry pussy and sending waves of pleasure through her with each thrust.

“Hrgh, I must say you’re most...hah...exquisite, 36,” the stallion grunted as he leaned in for a kiss. Rarity squealed as his finally hilted himself, his hips slapping into hers as he gradually increased his rhythm. The purple-maned mare wrapped her arms around her mate as his lips broke free of hers, keeping her loving gaze fixed into his as she pulled him back in close.

It wasn’t long before she felt herself tightening around the meaty rod buried in her crotch. “Nnh, ah, yes! T-that’s it darling, hah! Just...oh!” Rarity moaned, her mind swamped with pleasure. The stallion let out a low moan in response, rolling his eyes in sheer ecstasy. His tip flared as he felt Rarity’s walls grip down on his member, preparing for ejaculation.

“Hrgh, I’m getting close, aah, 36...” He grunted, as his thrusts became rougher, deeper and increased in rhythm. Looking down at Rarity, he snorted with satisfaction as he observed a look of pure elation on the mare’s face. Her moans quickly increased in volume and pitch, as she drew close to climaxing.

“Please ah! S-sir! Inside, oh! Cum inside me!” Rarity cried out lustfully, wrapping her legs around her suitor. It wasn’t long before she felt his dick throbbing, filling up her womb with each forceful thrust. This sensation, combined with his hard, rhythmic hip thrusts finally sent Rarity over the edge.

“Aaah! OOOH!! Ngh, HAAAH!” she moaned, gasping as her body trembled with orgasm. Her legs shook violently as she temporarily lost control, waves of pure pleasure flowing through her body. Semen mixed with Rarity’s vaginal fluids squirted out of her overflowing honey pot each time the stallion hilted himself, staining the pristine sheets. Having reached the peak of his climax, the stallion slowed his movements, ejaculating the last of his load into his mate’s quivering cunt. Panting heavily, he withdrew himself, and rolled onto the bed beside her.

“A most excellent performance 36. I suspect you’ll fit right in.” he spoke at length, turning his head to the still-trembling mare.

“T-thank...you, ah! S-sir…” Rarity managed, as she rode out the remaining waves of pleasure. “H-how else may I serve you?”

“I admire your enthusiasm my dear, but I think this is quite enough for your first night. I do hope you enjoyed it. We have much more to offer, should you want to visit us again,” the stallion said, as he got off the bed.

“For now, let’s get you cleaned up, dressed and ready to return to your lodgings,” he continued, as he wrapped his arm around her to help her up. “Please allow me to arrange travel arrangements. I shall accompany you should you so desire, this is no time for a lady to be out on her own.”

“Here we are, the Manefair Hotel,” the taxi driver announced, as he slowed to a halt in front of his destination. “Thank you good sir,” the stallion said, as he paid the fare. Rarity quickly hurried inside, taking shelter from the winter chill as the taxi disappeared into the night.

The receptionist in the lobby barely raised an eyebrow at the masked couple, being used to the colorful mix of people enjoying Canterlot’s nightlife. The stallion escorted Rarity to her room, walking her up the stairs.

“This is my room, darling. Thank you ever so much for escorting me back, you are a true gentlecolt,” Rarity said as they approached the end of the hallway. Still aroused, Rarity worked up the courage to ask him to spend the night, or rather what was left of it. Subtly leaning into him, she asked:

“W-would…would you like to come in…sir?”

The stallion just smiled, and kissed her hand. “An enticing suggestion, but I must regretfully decline your request. What happens at our parties must stay at our parties, although I do hope to see you there again soon. Goodnight, and thank you for a wonderful evening.” Disappointed and slightly frustrated, Rarity watched the stallion return to the foyer before gently closing the door.

It wasn’t until she laid eyes on the bed that she realized how exhausted she was. The evening’s excitement had died down; now there was just silence, and the gentle light of the Moon and stars shining through the window. Rarity laid herself on the bed, closed her eyes and quickly fell asleep.

Rarity didn’t leave her room the next day. Still feeling the effects from the extract she instead hung the ‘do not disturb’ sign from her hotel room’s doorknob, and spent the day satisfying her desires, fantasizing about her experiences the night before.

The young mare lay on the bed, legs spread and naked save for the red collar Fleur de Lis had given her the day before.

“Aah, ooh…” she softly moaned, feeling her wet fingers glide along her slick sex and engorged clitoris, working herself up to another orgasm.

It was exhilarating! Indulging in forbidden lust she never even would have considered participating in, let alone enjoying. And on top of that, being part of a select group within the Canterlot elite was a special privilege that-

Rarity’s thoughts were cut short by three knocks on the door.

“Miss Rarity? Sorry to disturb you but it is already late in the afternoon, and you only booked one night’s stay. Would you like to extend your reservation?” the bellboy said.

“No, no it’s…it’s quite alright. I’ll be right down, so sorry for the delay.”

She had to get back to Ponyville. It would be business as usual again next week, and fabric was waiting to be cut and sewn into fabulous designer wear. But next weekend she would be able to make another trip to Canterlot. She would make sure of it.