Beauty and the Meek

Fluttershy stared in awe at the skyline.

"We... we're staying in this room?" she squeaked, eyes wide. Rarity tipped the bellhop as he set down the last of their bags on the floor.

"The modeling agency insisted on this hotel, darling," Rarity replied.

"M-my modeling agency?" Fluttershy echoed, confused. "B-but I only model for you..."

Rarity winked and tapped her chest with a dainty hoofpoint. "I hardly expect you stay in a dive on our first trip to Manehattan together."

"I've never even flown this high before..." Fluttershy murmured, turning pink at the attention.

"Penthouse suite, darling." Rarity nuzzled her neck as she walked by.

"Will there, er, be anything else, Miss Rarity?" the lingering bellhop asked, blushing uncomfortably as one of 'Shy's wings *pompf'ed*.

"You are dismissed," Rarity said politely. He nodded, bowing slightly and backing out of the room, pulling the door closed behind him.

"I-I'm concerned," Flutterhy stammered, turning away from the floor to ceiling windows. She furrowed her brow. "You have such a reputation here... a famous designer, and I'm nopony–"

"Hush now," Rarity smiled, placing the tip of her hoof over Fluttershy's lips. "I wouldn't be here if it wasn't for you, and you know it. No other pony in Equestria deserves to share this time with me. And you're hardly nopony; you're the main attraction in my runway debut of next season's diamond fabric winter formal wear!"

"What if somepony sees us?" Fluttershy whispered urgently, her cheeks flushing.

"Fluttershy..." Rarity's eyes turned sad.

"I don't want to be what ruins your chance to make it big," the pegasus continued, looking down, pawing at the plush carpet with a nervous hoof. "Ponyville knows we're friends. But... here..." She raised her crystal greens to Rarity's striking azure orbs. "You're the pony every pony should know."

"I don't know what this is yet, darling," Rarity said softly, meeting her friend's gaze. "But I know your happiness is what makes me happy." Fluttershy blushed again, her wings trembling. Rarity smiled warmly, using her magic to draw the curtains over the large glass windowpanes. "What you did for me... it was more than physical. You freed me to create."

"I... I just wanted you to be comfortable," Fluttershy stammered.

"As I did you, darling," Rarity purred. "I thought and thought as to how I could repay you. A fabulous new one-of-a-kind design, a spa day, a platter of treats... No, not one of those properly conveyed my gratitude." The unicorn nuzzled the soft yellow muzzle before her, delighting in the sharp intake of breath she heard it cause. She sensed she was doing something... bold. "Only something a pegasus could give another pegasus would do."

"W-would you do it–” Fluttershy breathed suddenly, “–for Dashie?"

"Would you do it for Twilight?" Rarity countered, her tone sultry.

Fluttershy shook her head, that flowing pink mane aglow in the embers of sunset that peaked through the curtains. "A-are we special someponies?" Fluttershy asked. Her tone was so innocent, so open, it seized Rarity's heart. She met her friend's eyes again, and found them full of tears.

"I suppose we are," Rarity replied. "I always imagined a stallion, but..." She ever so gently kissed the tip of Fluttershy's nose. "I think you have my heart, darling."

"Rarity...?" Fluttershy nuzzled the unicorn hesitantly. Rarity could feel the intense heat radiating from her friend. 'Shy was on fire.

"Yes, darling?"

"Love me... Love me like a special somepony."

Rarity blinked, feeling her own cheeks warm. Certainly this was not an unexpected turn of events, but she had not anticipated it happening so soon. Perhaps after dinner, or their last night... Oh, Luna's feathers, she was not prepared for this at all. She had assumed she would be the one to make the first move, not Fluttershy. Wrongly, oh how wrongly, for 'Shy was the one who had ultimately been in control of their trysts.

You can't hesitate, girl, or she'll sense– Rarity began to think.

"What's wrong...?" Fluttershy whispered huskily.

Rarity giggled nervously. "I haven't the slightest idea how we do this," she answered. Fluttershy joined her in laughter, burying her face in Rarity's soft, white coat. The unicorn smelled of lavender and cleanliness.

"Have you ever... with a stallion?"

"Once," Rarity replied, trembling in pleasure at Fluttershy's touch. The pegasus lifted her face and delicately ran her tongue from the base of Rarity's horn to the tip. Rarity gasped.

"Couldn't you use your magic?" 'Shy murmured coyly.

Rarity's eyes lit up from within, and her horn began to glow a faint cornflower blue. She nudged Fluttershy towards the extravagent yet tasteful bed, following the pegasus on top of it. She settled over her, placing her hooves on either side of her lover, pinning her wings to the duvet. Fluttershy made a soft noise at the pressure.

"Hurt?" Rarity asked, winking. Fluttershy shook her head. "Good..."

'Shy lifted her muzzle and graced Rarity's horn with another warm, tender lick, wrapping her tongue about the tip and teasing it. Rarity moaned. Its pearly surface glowed brighter, and something... warm... pushed at 'Shy between her legs–questing, permissively, uncertain. She blinked and pulled her mouth back, looking at Rarity. Rarity nuzzled her friend's neck.

"You said to use my magic," the unicorn purred. "I'm not adept at changing the forms of things... But I can conjure a feeling." Rarity's magic teased at 'Shy again. The pegasus gasped as the ghost of a cock pressed against her folds. "I can remember how it felt... How I felt..."

"Rarity..." Fluttershy moaned. The unicorn's eyes were unnatural in the glow of her magic. Her horn glistened from Fluttershy's wet kiss.

"Tell me when, darling," Rarity said, her eyes on 'Shy's. She watched as her friend's pupils dilated as she teased her. "Tell me when you think it's ready..."

"It's so... slick," Fluttershy managed to gasp. "Am I supposed to...?"

"May I?" Rarity asked. Fluttershy nodded, once.

The noise she made was once of surprise and delight. The sensation filled her, the magic warm and throbbing and hard, oh Celestia was it hard. Rarity nuzzled her neck and ears, her horn aglow as she thrusted with a light, gentle rhythm. The unicorn found herself moving her hips in time to the magic, and moaned softly when Fluttershy leaned up to lick her horn again.

‘Shy grew slicker, and Rarity could hear the soft, moist sounds of the pegasus’ delicate cunt as her magic penetrated her faster.

“Faster,” Fluttershy breathed. The unicorn obliged. “Harder,” the pegasus moaned, throwing her head back. “Fuck me, Rarity!”

The dirty word caught Rarity off guard, consuming her with lust and the base, primal need to please. Her magic pounded solidly in and out of Fluttershy now. ‘Shy’s breathing came in rapid, shallow pants. Rarity slid down the length of her friend’s body, releasing her wings, and covered Fluttershy’s clit with her tongue. The pegasus screamed, arching her back, pulsing and tightening in an intense climax.

Rarity lifted her head, crawling up to lay next to the out-of-breath pegasus. She covered her lips with a kiss. Fluttershy tasted herself and trembled. "Is that..." Fluttershy managed to say, her mane falling in lovely strands about her face. "Is that how... mares do it?"

"I don't know," Rarity replied, staring down at Fluttershy with affection so strong the unicorn knew it had to be love. "But it's how we do it."