Beauty and the Meek

by Noodles the Draconequus

Rating: mature
Tags: Sex, My Little Pony: Friendship is Magic, Rarity, Romance, Fluttershy
Length: 4327

Fluttershy and Rarity are best friends. When the bond turns sexual, the pair of mares begin to explore their new relationship dynamic.

Ambitious designs and approaching deadlines have Rarity wound so tight she's going to snap. Something has to give before the pony everypony should know has a complete nervous breakdown. Fortunately, Fluttershy knows just the thing... and the element of Generosity never lets a favor go by without granting one in return.

The sensual experiences awaken a new feeling in the pegasus, one that is at odds with her meek and mild nature. Rarity finds herself looking at her closest friend in a way she never before thought possible.

Will Ponyville accept their blossoming relationship?

Published 2017-01-17 02:30:01 UTC
Last updated 2017-03-02 22:39:29 UTC

Chapter 2

The sound of a hoof at the door startled Fluttershy. She ruffled her wings and took a deep breath to calm herself. She was nervous; it had been almost a week since the "incident" (as she'd come to call it in her mind) in Rarity's bedroom, and she'd not seen her friend since. Scheduling conflicts, the unicorn had explained, but Fluttershy could not help but think she'd overstepped her boundaries. Certainly Rarity had been a willing participant, and 'Shy had no explanation for what had come over her that night. The need, the lust, the desire to lead her friend out of a dark place... The memory brought back shivers of pleasure. She shook her head to clear it.

"Coming!" she called, rising from the sofa and trotting to the door. She pulled it open to reveal a smiling Rarity. "Oh, you're early," she said, returning the smile. "I'd just finished putting the pets up. Angel was so cross."

Rarity beamed, inviting herself in. "Oh, you magnificent pegasus, you!" she gushed, gracing Fluttershy with a soft kiss on the cheek. Fluttershy blushed. "Thanks to you, my patented diamond fabric is all the rage in Manehattan!"

"Really?" Fluttershy asked, eyes wide.

Rarity nodded, setting the saddlebag she had arrived with down on the sofa. "Yes! Anypony who's anypony wants to sparkle and shine in my designs!" the unicorn beamed. Her azure eyes were glowing. "Without your..." Rarity felt her cheeks warm, “ah, your kindness, my mind would never have had the focus to finish."

"I... I just like to see my friends happy," Fluttershy replied, looking down bashfully. Rarity took a step towards her and lifted her chin with a tender nudge of her horn.

"I always repay a kindness, darling."

Her tone was soft, sultry, and her words hung in the air like dewdrops on a spiderweb. Fluttershy's heart beat rapidly in the pregnant silence. Rarity beamed.

"And that's why I wanted to come tonight! To show you my gratitude!" the unicorn continued, going to her saddlebag. She flung the latch open and retrieved a white sheet, spreading it out over the living room floor with a flourish.

"W-what's that for?" Fluttershy asked, raising one forehoof in uncertainty.

"All in good time, my dear," Rarity replied. Her aura summoned several candles from the saddlebag and arranged them artfully around the perimeter of the sheet, the cornflower blue magic coaxing the wicks to life. "Can you do something about how bright it is, darling? It positively kills the mood."

"M-mood?" Fluttershy stammered, beyond nervous now. The situation was rapidly spinning out of her control. Rarity eyed her, one eyebrow arched elegantly.

"For the massage, silly pony."

"Oh! Oh, of course!" Fluttershy laughed, blushing furiously. She obliged her friend, pulling the window shades, and returned to the living room, where Rarity now sat on the white sheet. The flickering candlelight cast dancing shadows on her ivory coat, and Fluttershy was once more struck with how lovely her friend was. The opalescent cast of her horn was enchanting. 'Shy remembered the feel of its smooth hardness against her hot tongue, the slick feel of between her thighs on ‘Shy’s hoof. Did Rarity taste as good there as she looked?

"Come, lay here," Rarity instructed, patting the center of the sheet with her hoof.

Fluttershy nodded and did so, settling down with her wings folded at her sides. Rarity moved to sit at her haunches, taking care not to step on her friend's long tail.

"Now, you tell me if I'm pressing too hard... it isn't enjoyable if it hurts too much," Rarity winked. Fluttershy laughed, blushing.

"Ok..."

The pegasus closed her eyes as Rarity began to knead between her shoulder blades with the tips of her hooves. Oh, the relaxation! A shiver traveled down Fluttershy's spine and caused her tail to twitch. Rarity saw, and smiled. Down, down, Rarity moved her hooves, gently easing the tension and the knots from the muscles along either side of her friend's back, to her haunches and back up, easing her hooves against the base of her skull, using her magic to run the teeth of an invisible comb through Fluttershy's thick, pink mane.

"It's wonderful Rarity," Fluttershy sighed. "I could fall asleep..."

"You know," the unicorn said, moving to straddle the softly contoured haunches of her friend. "I want to try something else." Rarity placed her muzzle against the velvety lining of Fluttershy's delicate ear. "Apparently, pegasi find it quite... pleasurable... to preen one another..."

Fluttershy's left wing snapped open with a feathery *pompf!* Her cheeks turned bright red and she nearly bucked Rarity off her back.

"Oh! Oh my! Oh, Rarity! I'm so... I'm so sorry! How embarrassing!" she gushed, trying bring the errant appendage under control. The unicorn nipped at ‘Shy's ear.

"Hardly, darling... it was just the reaction I was hoping for..."

Fluttershy gulped.

"Would you let me? I've never, but it's the only way I can think of to repay what you've done for me."

"I..." the pegasus began. Her heart hammered in her chest. She knew Rarity could feel it. How could she tell her? How could she confess to her friend? How intimate of an act this was? How, since she'd left Cloudsdale, she had never...?

"Oh my... would I be your first?" Rarity asked suddenly, as if she read Fluttershy's thoughts. The pegasus nodded slowly, her cheeks on fire. Rarity felt her eyes fill with tears. Yet, she was happy. She nuzzled ‘Shy's neck tenderly. "Spread your wing for me, darling, if you trust me... and I will be gentle. Please... may I?"

Slowly, shakily, Fluttershy extended her left wing again, nodding her consent. Rarity slid off her back and rested at her side, keeping their bodies touching, and looked at the feathers.

"They shimmer so pretty in the candlelight, Fluttershy," she told her. "I know that these..." She touched the primary flight feathers with the tip of her hoof. "The pennae volatus, are the most important ones. So you must keep them cleanest of all."

Fluttershy took a deep breath and held it as Rarity lowered her head. A moan escaped her lips as she felt the unicorn's warm tongue touch her wing. The delicate lick that tickled her feathers made her gasp. All the way along the edge of her wing, Rarity's lips danced. Fluttershy's leg trembled.

"Rarity..." she managed to groan, feeling the insides of her thighs tingling with heat.

The unicorn did not reply verbally, instead adding a soft nibble to the preen, making Fluttershy squeak. When she reached the tip of her wing, Rarity worked back up the edge, nipping each soft, small feather, supporting the important appendage with her hooves. Fluttershy bit her lower lip and watched her friend with lidded eyes, feeling a rising urgency grow within her. Her coat was now utterly soaked between her thighs, and she fought the urge to place her hoof there.

"What's this?" Rarity murmured, tonguing something hard in the midst of the feathery softness.

"It's... it's a pinfeather..." ‘Shy gasped. "You have to... bite... and break... the keratin sheath... to expose... the new growth..."

"Hmmmm," Rarity replied, testing the pinfeather with her teeth. Fluttershy shivered, panting. Rarity bit down gently. The sheath gave way with a soft crack.

Shy swallowed a scream, that urgency boiling to a head, rushing into every extremity, filling her existence with warmth. Her eyes closed for a moment in ecstasy.

"Did that hurt?" Rarity asked, hearing her friend's labored breathing.

The pegasus smiled innocently, though her eyes were anything but. "A little... but... in a good way."

"Oh my," Rarity laughed, blushing. Fluttershy joined her in laughter as well, embracing her friend tightly with forelegs and wings. The pegasus nuzzled the unicorn.

“I… I need more,” Fluttershy surprised herself by saying. Rarity met her eyes, and their cast was submissive, lustful, looking up at her friend from beneath thick lashes.

“I know,” the unicorn whispered. A soft glow began to emanate from her horn, and Fluttershy whimpered as a firm sensation pulled her legs apart. “Let me?”

“I want you to…”

Rarity moved silently to Fluttershy’s rear. She gazed down at the sight exposed below her friend’s gorgeous tail–pink and wet and inviting. The unicorn placed a hoof on either side of ‘Shy’s aching cunt, and ran her tongue from clit to just below the tightly puckered rose of her ass. The pegasus moaned.

“You taste–” Rarity began.

“Again,” Fluttershy interrupted, lifting herself up into Rarity’s muzzle. The fashionista obeyed–why was she so driven to this sudden desire to please?–and repeated the firm, deliberate lapping. Fluttershy moaned loudly, both her wings extending in a display of pleasure. The feathers positively glowed in the candlelight. Rarity’s muzzle was soaked with the moisture of ‘Shy’s arousal, but the normally prissy unicorn did not care. All that mattered was bringing her friend to climax, pleasing the pegasus and earning her praise.

Why does that matter so much? the unicorn wondered in the back of her mind as her tongue danced in and out teasingly. Because you need it… her subconscious answered.

“Rarity…” Fluttershy moaned, bucking back against her friend’s muzzle again. “ I think… I’m…”

“Please, darling,” Rarity murmured against the pegasus’ delicate dripping folds. Her tongue worked feverishly now–it ached where it connected to the bottom of her mouth but she did not care. All that mattered was this moment, this taste, this–

“Ahhhh!” Fluttershy cried, rising up on her back hooves. Rarity buried her tongue and muzzle as deeply as she could between ‘Shy’s legs. She could feel her friend twitch and quiver. It filled her with joy.

As the waves of ‘Shy’s orgasm ebbed, she turned to face Rarity. Throwing her front legs around the unicorn, she embraced her tightly, covering her mouth with a passionate kiss.

“I can taste myself on you,” the pegasus whispered huskily. “Good girl…”

The unicorn blushed furiously, her heart pounding.

Good girl… I’m a good girl...

"That was wonderful, Rarity.... thank you," Fluttershy continued with a sigh. Rarity winked.

"Don't thank me," she smiled, still bashful, her eyes lowered. 'Shy sensed a change in the dynamic between them she could not quite put her hoof on, but they were more than friends now–lovers? "I was only making sure you felt as good as I did. It seemed the right thing to do. Besides..." She looked up at last, eyes twinkling, "I only found one pinfeather so far..."

Chapter 3

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."

Chapter 4

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 1

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.