Beauty and the Meek

by Noodles the Draconequus

Chapter 1

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Fluttershy winced as a disparaged wail came from upstairs.

"Rarity?" she called. "I-is everything ok...?"

Sobs answered her. The gentle pegasus remained on the small stage, still wrapped in the various swathes of fabric, holding the awkward pose the unicorn had placed her in forty minutes ago. Celestia bless her, Fluttershy had not twitched a feather since.

"C-can I move now...?" she continued. Receiving no reply, Fluttershy stepped delicately off the design stage and removed the fabrics, taking care to set them carefully on the smooth wood surface. They were so soft. She rubbed her cheek against the velvety pink one before turning and trotting to the source of the sobs, up the spiral staircase and to the left, into the unicorn's boudoir.

Rarity had thrown herself across her bed, face down. Fluttershy stood uncertainly in the doorway of the darkened room, one hoof raised.

"Rarity?"

"I'm never going to finish this fashion plate in time for the show," she sobbed, her voice muffled by the blankets. Her delicate ivory shoulders heaved with sobs. She had turned her elegantly coiffed mane into a frazzled mess, having pulled on it with her hooves in a fit of distress.

"Oh dear... yes, yes you will," Fluttershy said encouragingly, taking a step into the room. Rarity curled her legs up against her stomach, shaking her head.

"My designs are too ambitious. What was I thinking? Gems woven into the fabric, as though my magic were strong enough to break down a diamond to its very smallest bits and bind it to the thread... thousands and thousands of times?!" The unicorn heaved another sob.

Fluttershy knit her brow. This was not the usual melodrama the fashionista was prone to–Rarity was genuinely upset. "I-I'm sure you'll find a way," she tried, biting her lower lip.

Rarity rolled over and sat up, her eyes red and swollen with tears. "It's not possible, Fluttershy..." she whispered, covering her face with her hooves. "My mind is a million places. My magic won't focus to flow where it needs to for this." The unicorn continued to weep. "I'll be the laughingstock of the Manehattan fashion circuit. I should have known better than to brag like that last season about a design I hadn't even tried to manifest yet!"

Moonlight streamed in from the open curtains, bathing the room in a cool, milky light. It fell upon Rarity in such an enchanting manner, glistening and sparkling her in tears like the diamonds that taunted her. Fluttershy felt something stir within her. It was new–deep, warm, almost like the care and love she felt for Angel and all her woodland friends, but more concentrated in the pit of her belly and her thighs. She stepped forward and nudged Rarity's leg.

"You just... you need to relax," she told her kindly. Rarity sniffled, uncovering her face to look hopelessly at her friend.

"How?" she implored. "I have less than three days to produce six bolts of enchanted material. Not to mention cut the patterns, sew the dresses..." Rarity's voice caught in her throat and she closed her eyes for a moment to fight back more tears, pressing a hoof to her forehead. "I never should have procrastinated this long. I won't sleep for the foreseeable future, darling.”

The pegasus smiled in a way that was innocent and, at the same time, not.

"Will you let me help you?"

Rarity blinked.

"I don't see how. I mean, any more than you already have. The modeling you've done has been far more than I could ask for, darling," she replied, smiling sadly. “Certainly more than I would expect from a friend.” Fluttershy shook her head, leaning forward and nuzzling Rarity's neck. Rarity blinked again. "Ah, what... are you…”

"Will you let me help you relax?"

"I..."

"I promise it's nice," the pegasus murmured against Rarity's silky white coat, silently sliding onto the bed next to her. Rarity swallowed audibly, feeling herself blush as Fluttershy settled next to her. The warmth of the pegasus’ breath against her neck sent shivers down her spine. Fluttershy's muzzle moved to Rarity's ear, and took a soft nibble, causing Rarity to gasp. "Oh... oh, I'm sorry, did that hurt?" Fluttershy asked, her voice husky. It was less a question than a dare to answer affirmatively.

"No..." Rarity breathed, because it didn’t. It felt the opposite. It felt… good.

The pegasus pulled back to look into Rarity's eyes. Rarity felt her heartbeat quicken–the pegasus’ emerald eyes were feverish with lust. "If your magic won't flow..." Fluttershy leaned forward again and ran her tongue→soft, hot, and flat–from the base of Rarity's horn to the tip, "let's give it a reason to."

Rarity moaned, her entire body stiffening. Fluttershy smiled, leaning down and repeating the slow, hot lick. Again, Rarity moaned, this time her hind leg twitching. She had heard of this, of the stimulation of another unicorn’s horn for release, but it was something mares did for stallions.

"You work too hard, Rarity," ‘Shy purred, opening a wing to brush the tips of her feathers gently over the unicorn's ribs and chest. That warmth in her thighs had become a burn. She tilted her head to encircle the horn with the entirety of her tongue, feeling every groove and curve of the spiral, dragging the warm moisture of her mouth up and down its length. She placed a hoof tenderly, point down, on Rarity's chest as the unicorn tried to sit up. Fluttershy's gentle breath on her forehead with each downward motion made Rarity's heart pound. She could feel the pegasus tighten her tongue around her horn, feel that soft wet muscle enfold about the pearly surface like a glove. The pearlescent spiral shimmered with ‘Shy’s saliva.

Rarity’s breathing became rapid, shallow pants. Fluttershy pushed her back down onto the bed, continuing her motions, bits of glowing blue aura beginning to spill from her lips. "I... oh my... Fluttershy..."

"Rarity... it's ok," the pegasus encouraged lovingly, pulling back for a moment to smile. "Let go."

When Fluttershy found her horn again, it was like an explosion of stars went off in Rarity's mind. The sensation rolled down her spine, warming her chest, her stomach, the insides of her thighs, to the very tips of her hooves, every nerve in her body tingling and on a most delightful fire. The unicorn screamed, arching her back as her cornflower blue aura spilled into and out of Fluttershy's mouth. How was this possible? How was she able to feel this way from such a thing, and done by another mare? The pegasus stopped, smiling down at the unicorn, who stared up at her with a blissful distance in her eyes.

"Do you feel better?" she asked, blue still glowing on her lips. Rarity nodded.

"Yes, darling... yes.”

"And what do we say?" the pegasus whispered, muzzle to muzzle, her breath hot and sweet in Rarity's nose. The unicorn felt a frisson run down her spine. She lowered her lashes demurely, suddenly feeling it improper to meet 'Shy's gaze.

"Thank you..."

“I’m not done,” the pegasus whispered. She placed her forehoof gently between Rarity’s legs. Rarity’s eyes flew open as ‘Shy began to slowly move the tip of her hoof in tiny, precise circles.

“Always… the quiet ones,” Rarity managed to gasp as that warm tingling sensation spread through her belly again.

“You enjoy it. You’re drenched,” Fluttershy purred, the last bits of Rarity’s magic still glowing on her lips. Rarity lifted her head and hesitantly touched her tongue to them. ‘Shy moaned. Emboldened by the response, the unicorn wrapped her front leg around her friend’s neck, pulling her down for an impassioned kiss.

When Rarity came once more, her cries were muffled by the soft lips and tongue of her pegasus companion.

“That’s a good girl,” Fluttershy whispered as the waves of pleasure rolled over Rarity’s body. “So beautiful…”

The two mares lay holding each other, letting the blanket of comfortable silence settle over them, each knowing that, come sunrise, things would now be very different between them.

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