The Fashion Lesson

by CapnMidnight

Rating: mature
Tags: Original Character, My Little Pony: Friendship is Magic, Rarity, Romance, Sex
Length: 3158

Rarity invites an old friend over. Why? She needs a sounding board for a new line of lingerie..

Rarity discovers that an old friend is in town; a male Zebrasus by the name of Midnight. This is a windfall for her. Why? Simple - she needs a male sounding board for a new line of lingerie she's working on - the gals just won't give her the feedback she needs. As she reviews her last encounter with Midnight, though, she realizes something in retrospect - he had a crush on her!

When Midnight shows up for what he believes will only be a simple reunion, however, Rarity soon finds herself getting infatuated with him again, in a completely different way, and decides the time has come for the lingerie to receive its' first test..

(Note: This story contains graphic sexual escapades between my OC and Rarity, in case the mature rating didn't make it clear. If you're not here to clop, you should probably leave. This is my first clopfic, so please provide constructive feedback. Please don't be a blatant jerk about it, however.)

Published 2012-07-08 18:54:02 UTC
Last updated 2012-07-08 18:54:02 UTC

Chapter 1

For perhaps the hundredth time, Rarity sighed in frustration, regarding the line of skimpy-looking lingerie spread out on the shelf with a gimlet glare before resuming her pacing.
She'd poured her heart and soul into designing these. They would've been a knockout on any pony - intriguing lines, leading the eye down. Fabric thin enough to be indecent, but not enough to be translucent, inviting the viewer to picture what lies beneath and heightening the anticipation of removing them. Small enough to emphasize the pony's figure, but not enough to be completely erotic. She'd designed them to be deliberately, tortuously teasing. They were, quite simply, flawless - the end product of all her long hours designing them, obsessively perfecting every little detail and every nuance.

All that work.. and she just couldn't find anypony who would tell her what she needed to hear! Twilight had missed the point of the lingerie entirely. "That's an awfully tight dress, Rarity.." Pinkie Pie hadn't been any better. "Those would make great party panties!" Rarity paused, considering Pinkies' words. Perhaps she HAD been giving feedback - it depended on what she'd meant by 'party.' "The way that pony talks.. I just don't know about her, sometimes." Rarity muttered under her breath. She shouldn't have been talking about her friend behind her back, but she had a bad habit of lapsing into mutterings when she was irritated.

"Well, that's no excuse. It's not her fault she's so vague sometimes." Rarity blinked, frowning. "Here I am, talking to myself. That simply cannot be a good sign." "Correct," she answered herself. "Unless you have a problem to solve! Get with the program, Rarity. You must have SOMEBODY who can give you some advice..." She could ask Spike, but he might get the wrong idea, even if he understood the point of the lingerie. Fluttershy would probably stutter so much that she'd be impossible to understand. Rainbow Dash would be loud, boisterous.. and unhelpful. Applejack was as honest as the day was long, and was a good friend - she'd try to help as much as she could. The only problem was that that girl knew as much about fashion as Rarity knew about working on the farm all day long.

Even more frustrated than she'd been before, Rarity sat down, still without a solution to her problem. She was close to tears - she'd spent so much time on that line! She couldn't simply release it - her reputation might be ruined permanently!

She was pulled out of her dark musings by the chime of the doorbell. Rising, Rarity trotted over to the door, where she discovered a letter lying on the mat. It was addressed to her by "Midnight." Rarity's heart leaped - Midnight was an old friend of hers; she hadn't seen him for several years, but she'd heard he'd fallen in with a bad crowd, and his fate had been a mystery that had occupied her mind on several lonely nights. Levitating it to eye level, she opened the letter and began to read.

"Dear Rarity,

How have you been? Hopefully, you've been doing well.
I know we haven't talked for quite a while; I've been occupied over the last few years with personal matters.
I'm moving on, however, so I've returned to Ponyville to see how some of my old friends are doing.
I haven't had time to look around, yet, but my first impression is that the place hasn't changed much.
Hopefully this letter finds you well; write back soon, please. I'm anxious to catch up.

-Midnight"

Rarity slowly smiled as she set the letter aside. Midnight had been a good friend, and she'd be happy to see him again.. but another thought had just occurred to her.

Midnight WAS a stallion...
Rarity quickly went over to the table and turned the letter over, levitating a quill to the paper. She began to write back.. and paused. Something, some memory, nagged at her - something long forgotten, now brought to the surface of her mind by that latter. Midnight had always acted a little oddly around her. Around others, he'd been outright boisterous and unafraid to speak his mind, but he'd always become a little more withdrawn around her - almost shy. He'd never been as boisterous to her as he'd been to other ponies. He'd never disagreed with what she was saying.. but at the time, she'd never noticed - it was hard for her to look directly at him for some reason. She'd always been a little uncomfortable around him.

No, not uncomfortable.

Shy.

Could it be?

She'd thought about him on lonely nights.. She'd been shy of him..

Logic cascaded through her mind.

She chewed her lip, and lowered her head to the paper again, beginning to write.

She wished she'd known sooner...

"Sir. Excuse me, sir?" Midnight paused; he'd been walking through Ponyville, searching for a restaurant to get a bite to eat. The voice came from below his flank, and he turned to see a colt standing behind him, holding a letter in his mouth. The little pony had a comically large postpony's cap on his head that kept slipping down over his eyes. He was accompanied by a smiling adult who must have been his father. His cutie mark was that of a letter.
Midnight smiled as the colt squeaked "A letter for you, sir!" Thanking the colt gravely, he took the letter and opened it, heartbeat speeding up when he saw it was a return of the letter he'd sent Rarity. He turned it over to see her reply written on the back.

"Dear Midnight,

It's so good to hear from you again! Rest assured, your letter finds me in good health.
I'm so glad to hear you're alright! I'd heard that you'd gotten into some kind of trouble.
I would love to catch up with you. Come over tonight; we'll talk about it over tea.

-Rarity."

Midnight folded the letter, biting his lip in excitement. He hadn't seen Rarity for years, and still, the thought of her made his heart race.

He'd loved her.

He'd also been a coward.
He'd never been brave enough to just come out and admit his love for her. Perhaps he could fix his mistakes tonight.. if he was brave enough.

Midnight raised his hoof, pressing it to the doorbell. He listened to it chime through the house as he waited outside Rarity's house. His senses seemed to be running on overtime; every little noise, every scent, every sensation was amplified, and he was acutely aware of his own beating heart, of the tightness on his chest from the elaborate tuxedo he wore. If there was one thing he'd learned about Rarity, it was that you simply did not show up to a meeting with her underdressed. To his surprise, though, the door didn't open; instead, a voice came from inside the house. "Come in!"

It was Rarity, no doubt about that. The only question was why she had called for him to come in rather than open the door herself! He reached up and pushed the door inwards; the well-oiled hinges made no noise. The entry hall was empty; his hoofs rang out quietly in the silence. "Rarity?" "In here." Her voice came from the bedroom. Midnight's frown deepened, but at the same time, his heartbeat sped up. What possible reason could she have for waiting for him in the bedroom..?

Midnight was no coward, though; he never had been. Whatever she had in mind, he was going to investigate! His hoofsteps continued to ring out in the quiet as he slowly moved over to the door to the bedroom. He lifted his hoof to it, resting it on the door for a moment, and then slowly pushed it open. The scent of rose petals came to his nose as he stepped into the bedroom.. and his jaw all but dropped off his face.

Rarity was lying on her side, posing on the bed. Her hind legs were folded one over the other in a suggestive position, and her clothes...

Her clothes were nothing short of a knockout. She was clad in a set of what were clearly lingerie. The intriguing, swirling lines and arches inscribed on them led his eye on a roller coaster that swept his gaze up to her tail, then lead it down her flank to her groin. The curving boundaries of the panties served to emphasize how sculpted her rump and hind legs were. Her tail was silky and smooth, as if it had just been washed; so was her mane, much like his own tail and mane were.

And she was blushing.

Rarity was blushing.

This was so out of character that Midnight's head nearly exploded. Rarity never blushed. He'd never seen her blush. She was always self-controlled and calm and sophisticated; she simply did not blush. Yet, here she was, wearing clothing for which the description 'skimpy' would be generous, looking directly at him.. and blushing.

"Rarity, what..?" He was lost for words; his own face was heating up now, and he was certain he was blushing, too. Rarity's blush only deepened at his reaction. "Midnight.. it's so wonderful to see you again, after all these years.. why don't you have a seat?" Almost in a daze, Midnight trotted over to her bed and climbed onto it at her invitation - nervous he might be, uncertain he might be, but indecisive he wasn't. "Rarity, what are you wearing? Why are you looking at me like that? Most importantly, why are you BLUSHING? I've NEVER seen you blush!" Rarity's face only heated up more. The first question was easiest for her to answer. "Lingerie. It's part of a new line I'm designing. Do you like it?" Midnight cleared his throat; he was trying not to look, but his gaze kept wandering back, and it was quite clear that he couldn't take his eyes off her. "That doesn't answer my other questions!"

Rarity glared at him. "Because it's been a long time since a stallion saw me like this!" She suddenly seemed to lose the burst of confidence, her throat catching. Her next words were barely above a whisper. "And because I've never had one.." her last words faded off into a whisper. Midnight tilted his head. "What?" She cleared her throat. "Because I've never had one.." she lowered her head. "Never had one as handsome as you see me like this." Midnight was caught off guard. "You.. think I'm handsome?" Rarity's head snapped back up. She wasn't about to get all tongue-tied! "Yes! Otherwise, I wouldn't have said it!" Riding on the wings of her sudden burst of determination, she rolled over. Fueled by her fiery temper, a cloud of sparkling energy formed around Midnight's Flank, hoisted him up, and all but dragged him to stand over Rarity. "And let me just tell you something! I am not going to STAY tongue-tied! Not like I was all those years ago!" She glares at Midnight, jerking his head down.

He seemed completely captivated by her words. "And let me just tell you the TRUTH, Midnight. I am not letting you slip away from me again!" Midnight stuttered - now HE was the one who was tongue-tied! "You-you had a crush on me?" "Yes! And I never acted on it! Well, mister, I'm not making that mistake again!" Midnight was too heavy for Rarity to lift completely with her magic.. but his suit was a different story.

That same energy, that same magic seized hold of it and tore it off him, leaving him completely undressed, which wouldn't have been an issue if he hadn't been standing directly over her. Rarity lifts her head up, nose to nose with him and looking him right in the eye. "And I know you had the same problem, Midnight. You made the same mistake as I did." She glares at him. "Now either fuck me or get out of my house!" Midnight's response was completely reflexive. "Yes, Ma'am." Rarity smirked. "Good!" Locking her legs against his flank and chest, she rolls him til he's on his side next to her. "Now let's make magic!"

That energy flowed from her horn, which was thrumming with power as she channeled magic between Midnight's legs, easing them apart. After a moment, he spread them of his own accord as Rarity climbed up onto his chest, her rump posed over his face. "Now, let me ask you a second time.." She grins back down at him. "Do you like them?"

Slowly, it dawned on Midnight - his darkest fantasy had come true. It was coming true! A smile slowly spread over his face as he eases his nose to that presented rear, pressing his nostrils to the tight fabric and sniffing. Apparently, even her bath hadn't been enough to completely erase the scent of her rear, and it came strong to his nostrils, slipping into and out of the scent of her shampoo, jasmine and lavender, mingling with that smell and combining into something entirely new and alluring.

Rarity closes her eyes and leans back into that motion. Her lingerie seemed to be a success; they'd lasted through their trial by fire. Big deal. She couldn't care less, now; a cloud of magic formed around them and slid them off of her hind legs, flicking them aside as she brought that unclothed rear back to Midnight's face, pressing it against it as he slowly extends his tongue and drags it across the inside of one thigh, teasing her. Rarity's eyes slowly drifted back to his exposed groin; she hadn't even considered returning the favor yet.

For the first time, she gazed upon his intimate regions. A black sac lay across the base of his shaft - she could tell, even from here, that those balls were potent and heavy.. and they were nothing beside the true attraction. Semi-erect, Midnight's cock, equine and heavy, lay on his stomach, pink at the base but with a splash of black covering the heavy tip. She stood, giving her the reach she needed to lower her head to it.

She could tell that the stallion had bathed before coming over, but the attempt had completely failed to eliminate that erotic male pony musky that hung around that shaft, a scent so erotic and potent it bypassed her thoughts and went directly to her groin, a flash of heat spreading like a pool from her slit. Just as it did, the rough, warm surface of Midnight's tongue dragged across the sensitive, engorged flesh, drawing a moan and a buck from her. He teased her, continuing that lick all the way to her tailhole, where he wriggled it, working it against that tight, dirty pucker before skillfully flicking it back down to work between her lips ever so slightly.

Rarity let out a pant of lust, even as Midnight's horsecock stood straight up before her, his arousal increasing despite the fact that she hadn't even touched his cock. The thought filled her with shame - here she was, letting him do all the work! She lowered her head to that tip, staring at it and amazed by how large it seemed. Experimentally, she dragged her tongue across the tip; the taste was salty and musty, almost like his scent. Eager to have more, she opened her mouth and slid as much of his tip in as she could.

That heavy tip wasn't the only part of Midnight's cock that got attention. Her horn flared again, settling into a tight ring around his shaft and starting a slow stroking motion. Midnight twitched his hips, bucking against it as it rippled over and massaged the entirety of his length. Keeping up that slow stroke, Rarity boldly slips her lips around more of his shaft, teasingly sliding it into her throat, letting her body stretch around it. It was a tight fit, but Rarity managed it - she'd had to fit tighter dresses before. Applying the same principles, she pressured Midnight's cock just right to slip it in, lathering her tongue over the tip and seeking to make him moan in pleasure. Midnight soon obliged her, groaning his enjoyment out against her slit, sending vibrations rumbling through her body.

Eager to return the favor, Midnight pressed his face against her body with abandon, eagerly licking over her pussy as Rarity settled in to a comfortable rhythm with Midnight, their bodies moving in harmony, thrusting against eachother as the two ponies assumed the 69 position.

Midnight was eager to pleasure Rarity, driven by his lust and need for her; he needed her more than he needed anything else - to feel her against him, to drive her to her climax. He thrust his tongue deep into her slit, drawing a cry from her, as he starts to moan, sending the vibrations of his own pleasure ringing throughout Rarity's most intimate region, those vibrations causing her hips to feel weak. "Oh-oh, Midnight..." She groaned - that simple action, and the desire, the willingness it bespoke, was as arousing as the vibrations were. She felt that climax building up explosively as Midnight dragged his tongue slowly along her slit, finally plunging it right in - it was the last straw for Rarity, pushing her over the edge.
She climaxed, crying out in pleasure as she felt warmth flooding her groin and stomach, pleasurable waves and spasms rippling from her groin as her juices spurted over Midnight's face, wetting his mane with her pleasure; at the same time, Rarity was crying out right into his cock, the vibrations shaking through it and rebounding inside her mouth, that energy caressing his balls as well as stroking his cock off now. Rarity's climax drove Midnight to his, the stallion emitting his own cry of release as his seed splattered into her mouth with astounding force; he kept coming, too, his hot, thick seed filling Rarity's mouth up til she had to let his cock spill out. Midnight gave one last, final spurt, arcing high over her and falling on Rarity's mane, face and back.

Collapsing onto him, both panting, both exhausted, Rarity glanced at herself in the mirror, giving a weak chuckle. "Heh....heh.. I simply adore this new style... perhaps it will catch on.." With that, she put her head down between his legs, not caring that his cock was directly under her head, and used his body like a pillow even as he relaxes under her.. and that was the position they remained in for the rest of the night, the moon shining down on them, like a silver galleon tossed on a sea of clouds. Rarity and Midnight couldn't appreciate its' beauty, though - they were too busy enjoying the simple beauty of eachother.. and that was exactly what they did for the rest of the night.

The end...?