Rainbow walked with a shifty gaze. Thankfully it was only her shirt laden with sweat. Perhaps those that walked past her on the street would think she had a rigorous exercise. Ordinarily she would have headed straight home to change out of her sweat soaked clothes, but as soon as she pondered on her next partner she couldn’t help herself. If merely having this tool was guaranteed sex, then how could she possibly resist her base desires? Why look a gift horse in the mouth? If Rarity had taught her anything, it was to be liberal with gifts, and this cock was most certainly a gift. Speaking of Rarity…

Carousel Boutique fast approached, mostly because Rainbow was over eager to get there, her legs hastening into a jog. She would have just begun flashing random passersby if it weren’t for the fact both the sample size thus far was too small, and that she wasn’t particularly fond of fucking strangers and acquaintances. A part of her was curious to see how her friend reacted. Whilst the common trait exhibited by both Applejack and Pinkie Pie was their eagerness, there was a distinct different between the both of their attitudes. Pinkie was more submissive than Applejack, allowing herself to be used, to be fucked as nothing more than a hole. Applejack was in the lead, and fucked her with a passion she exuded, as if her cock was the singular thought in her mind. How would the hoity toity, upper class, and refined lady Rarity behave?

Rainbow Dash wasted no time in pounding her fist against the front door of the boutique, her fist balling up and striking it, before she allowed her arms to fall limp against her side; trying to regain her composure before the fashionista answered the door.

“Hell- Oh my goodness!” Rarity exclaimed with visible disgust. Rainbow’s shirt was damp with sweat and a pungent odor hung in the air that Rarity couldn’t place. She smelt like an animal.

“Hey, Rarity,” Rainbow greeted casually, grinning. Rarity did indeed feel her friend’s eyes on her body, Pinkie Pie she was not, and it was this feeling that left her staring at her friend with eyes askew.

“How can I help you?” Rarity asked, trying to show courtesy. Rainbow was her friend after all and she was a lady. “I don’t suppose it has something do with your dreadful attire does it?”

“No it does- actually,” Rainbow interrupted herself, a wide grin adorning her face. “Could you measure me for a dress?”

“...what?”

“I said-”

“Yes, I heard exactly what you said. I just scarce believe it,” Rarity said candidly, her face seemingly devoid of emotion, but inside, she was ecstatic. Rainbow Dash approached dress fitting like a dog to baths. A lot of kicking, struggle, and no one is left happy in the end. A part of Rarity did believe this to be some sort of prank, but on the off chance it wasn’t, would regret it for the rest of her life if she passed up the opportunity. “I acce-.”

“Great!” Rainbow barked, interrupting. She brushed past Rarity, entering the abode with a large grin on her face.

“Come in…” Rarity grumbled, closing shut the door behind her, resting a hand on her hip.

Whilst Rarity looked over the sweaty and disheveled Rainbow with a sneer, Rainbow looked right back, and she liked what she saw. Rainbow never used the word ‘elegant’ for anything, aside from Spitfire’s triple-quadruple-aerial-backflip-tango, but Rarity epitomized it. Her clothing seemed to naturally cling to her like a second skin, she was a master seamstress after all, but this had the unintended effect of being somewhat ‘revealing’. Her breasts were accentuated by her blouse, the sizable mounds jutting out from her chest. Her black pants likely to tear just from her squatting, they hugged her so tight, drawing Rainbow’s attention to the junction between her thighs. She could hardly wait.

“So when do I get naked?”

“What!?” Rarity exclaimed in shock, looking at Rainbow aghast. “You don’t!”

“Oh,”

“Why do you sound disappointed?”

“I’m not…” Rainbow said, audibly disappointed. “So… what does this involve?”

Rarity tutted, crossing her arms. “Since when did you become so interested with my work? But if you must know, I measure your bust, waist, hi-”

“Okay!”

“You have to stop interrupting me,” Rarity chastised, scowling, “why are you so eager anyway?”

“Oh, you know, dresses… and stuff,” Rainbow fumbled, a nervous smile etched onto her face.

“Hm, well, can’t fault enthusiasm. Pinkie wouldn’t forgive me if I did,” she shrugged, looking over Rainbow, “although sooner the better. I can’t believe you were walking around in… those. Several back to back jogging sessions I assume?”

“Yeah, something like that,” Rainbow smirked, a knowing little curve to her lip.

“Well, let’s get on with it then, no use standing here,” Rarity clapped her hands together, reinvigorating herself. She walked off, curling her finger at Rainbow, beckoning her. “Come, Rainbow! We have much to do.”

Rainbow followed with another utterance, trailing Rarity with a particular menace in her step. Her eyes lingered over long on Rarity’s voluptuous ass, leering. The tirade of erotic imagery that flooded her mind threatened to make her cock rock solid right there, but upon looking back up she was ripped from the stupor.

“R-Rarity, I wasn’t, uh…”

“Rainbow, if you came here to flirt, I don’t swing in that particular direction. If you must know,” Rarity looked over her shoulder with eyes that bore into Rainbow, but a smile was on her lips. “I am flattered though.”

Rarity lead the athlete to a dressing room. The room was messy, unclean as of yet for the work week; a chaotic menagerie of fabrics, cloths, and other tailoring supplies. “Just stand right over there, we’ll get started immediately.”
“‘Kay,” Rainbow complied, standing dead center of the room. Her eyes never left, Rarity, who sauntered around the room with a gait she found alluring… How am I being turned on by that? Rainbow was struck by the profound realization that she was incredibly horny, a constant that had been true since this morning. What’s more, after Pinkie had fallen immediately to sleep, expression dreamy and stained with cum, Rainbow still desired to fuck. “So, Rarity, how long does this usually take?”

“Well, three quarters of an hour, but since I know you, Rainbow,” Rarity’s tone was slightly condescending, but she looked to Rainbow with a small grin. “I suppose I could make it ten minutes. Not like you’d care about quality.”

“Great,” Rainbow celebrated, her finger tapping impatiently into her side.

Rarity carried in her horn’s aura a measuring tape, and on a pair of red rimmed glasses on her muzzle. Rainbow detected on her suddenly an air of impeccable professionalism, a seriousness for her work matched only by Rainbow’s seriousness for her flying. Seeing how Rarity might react to discovering a certain part of Rainbow would be wholly interesting.

Rainbow struggled to remain still and patient when Rarity began. She measured the hollow space between her legs first, going from there to her waist (Too high) and then her bust (Way too high). Rainbow needed patience. If Rarity ‘changed’ after this, then she was right. There would be no overall loss if Rainbow was wrong. Rarity would bump into it, gasp, and profusely apologize. But if she ‘changed’, just like Applejack, just like Pinkie, then Rainbow had in her possession the greatest gift in all of Equestria.

“Alright, moving onto the hips, then we’re finished,” Rarity informed, going onto her knees as she stretched the tape out between her thumbs.

Rainbow swallowed at seeing Rarity’s head so close her prick, the subtle exhales through the seamstresses nostrils brushing on the fabric containing her tool. She watched with baited breath as Rarity wrapped the measuring tape around her hips, and leant in close to read the exact measurement, and… nothing. Rarity seemed to stop in place, as if she had suddenly become intently fascinated with the number on that tape. Rainbow looked at the white coated fashionista with furrowed brows and a grimace. Is she in shock? She saw the woman’s nostrils flare, inhaling deep. Rainbow feared anger from the woman, her ire surprisingly potent for such a lady, but instead she got something wholly different.

“Oh, dear,” Rarity cooed, her hands left Rainbow’s hips, looking up at the athlete, “why didn’t you tell me you had such an exquisite little secret!”

“Rarity?” Rainbow Dash was taken aback by Rarity’s sudden change in tone, but her body reacted positively, her cock twitched in eagerness.

“Oh, but not so little is it?” Rarity spoke with a sultry coyness, her hand maneuvering with a deliberately slow finesse to Rainbow’s cock, her hand tracing the rapidly growing bulge in Rainbow’s pants. “Oh yes, this’d ruin me!”

“Wha?” Rainbow again was surprised at the dichotomy of her tone. She sounded so joyful about being ruined, and Rainbow could help but find it extremely arousing.

Rarity ran her hand up Rainbow’s trousers; displaying further restrain than Pinkie despite how eager she sounded, her fingers then coiled around Rainbow’s hem, yanking down the apparel to the base of Rainbow’s fleshy snake. Rarity slicked her lips with her tongue, ravenous for Rainbow’s meat. She pulled down Rainbow’s pants with a slowness, and it just kept going and going, the cock was hardening and lengthening faster than she could expose it; the sight causing the seamstress to grind her thighs together.

When the dick flopped free from the confines of the athletes pants, Rarity gasped in amazement, the erect throbbed straight out from Rainbow’s groin, causing Rarity to recoil before it slapped her in the cheek. Rainbow looked down with a prideful grin. Rarity’s amazement did much to stroke her ego, and her horsecock throbbed in response to her wide eyed, open mouthed stare.

Rainbow was about to say something, but inhaled sharply in a blissful reaction to Rarity’s lips suddenly wrapping around the broadhead tip of her cock. Rarity’s hands were that of a tailor, and Rainbow could tell. Immediately Rarity began to stroked from tip to base; her fingers all the while massaging and pressing along the flesh, hitting all the right places, squeezing Rainbow’s fat medial ring, prompting a moan from Rainbow. “You’re cock is massive,” Rarity suddenly proclaimed, taking a brief respite from Rainbow’s cock, and looked up at Rainbow with a hungry smile. “I want you to destroy me, make me putty in your hands.”

“Uh,” stuttered Rainbow, unsure of how to comply. She had always managed herself in such scenarios where dirty talk was exchanged like this, but only imagined the stuff she’d say. In person she was surprisingly flustered. Fortunately for her, Rarity didn’t seemed to care, lurching forward to take Rainbow’s member in her wide maw, her cheeks bulging out as she swallowed the massive marecock.

Her mouth certainly wasn’t Pinkie’s, but it was all the same to Rainbow. Her hands fell to Rarity’s head, her mouth struggling to take more than an inch, but Rainbow shuddered with pleasure at Rarity’s moans, the vibrations feeling heavenly on the head of her cock. Rarity’s moans were sourced from the taste of Rainbow’s cockflesh and pre-seed, she enjoyed the virile bitter taste, and it made her feel filthy. She loved it.

“I’m a dirty mare,” Rarity admitted with a gasp, boring up at Rainbow with lust, “I want you to mount be like your bitch! Destroy me! Ruin me!”

“Woah,” Rainbow was surprised at Rarity’s language, but the word made inch after inch of her organ pulsate in response. She grinned, and decided to have fun. “Then do it. Present.”

Rarity squealed with delight. She delivered a last few eager licks to Rainbow’s tip, tasting her own spittle and Rainbow’s pre before reluctantly pulling away. Rainbow watched as she went on all fours and crawled away from her, ass in the air. Her horn lit up, and Rainbow watched as Rarity committed a sin to none other than herself; her magic gripping at the seams of her pants and tearing in them a hole, creating a large messy slit at her rear for Rainbow’s cock to enter.

“Come on, mount me, please! I beg,” Rarity whimpered, swaying her ass back and forth, looking over her shoulder with a curled lip. “I’m just holes! Yours to ravage and ruin however you please! Fuck me like a common whore!”

Rainbow, in the throes of a heightened libido, was hasty in falling to her knees and aligning her cock with the hole in Rarity’s pants. Her hands grabbed forcefully at Rarity’s waist, and thrust forward, meeting resistance peculiarly. She simply forgot her cock was big, and that of a horse, but she applied greater force with her next thrust; finally being enveloped by a warm tight hole… wait?

“Yes! Dirty, dirty! Fuck my ass! I’m your buttslut!” Rarity exploded with glee, race red and tongue lolled from her mouth, pushing back into Rainbow’s humongous marecock; each inch more taken in sent lightning bolts throughout her very core.

Rainbow was curled over, her tits pressing into Rarity’s back, a quarter of her cock embedded in Rarity’s tight ass. Lead by her libido, Rainbow pushed her cock forward, forcing her way into Rarity’s bowels, her monster cock splitting Rarity’s ass open causing her to release a moan of equal parts pleasure and pain. The incredible pressure Rainbow exerts on Rarity’s tailpipe forces the hole to accept the intrusion. Finally, inches after inches, Rarity felt Rainbow’s musky balls smack against her moist cunt. Rarity didn’t have much time to adjust (not that she wanted to) to Rainbow’s ass splitting cock, as the blue coated flier began to withdraw her marecock from Rarity’s colon, leaving the fashionista empty and longing for fulfillment.

Rarity felt Dash release a breath on the back of her neck, before she thrusted back in, her hips pummeling against her ass. Rainbow adopted short quick bursts, not wanting to leave her buttslut empty for more than necessary, her colossus of cock destroying the lady’s backdoor effectively. Rarity’s soon fell, her arms giving out leaving her panting red faced on the floor, drooling and moaning all with a smile of pure ecstasy.

“Having fun, bitch?” Rainbow mock asked, her hands wrapped under Rarity, tugging at her nipples through the shirt. “You enjoy having my cock tear you in two?” Rainbow received a strangled reply, but it was all she needed. Harder, and faster, Rainbow became merciless in fucking the fashionista turned cock hungry whore.

“Ready, sheath? Ready?” Rainbow asked, panting slightly, rising to her knees, fingers sinking into Rarity’s hips.

Her thrusts became like a jackhammer, pulling out her full length and thrusting back in with unreasonable force, her balls slapping against Rarity’s clenching twat. With an animalistic growl, Rainbow hilted her entire cock into Rarity’s asshole, her churning sack smacking against Rarity’s sodden cunt one last time as her fat horsecock began to swell and pulsate inside of Rarity’s ass. Rainbow’s legs became weak as she let loose her seed in Rarity’s back door, every twitch of her cock made both of them moan, rope after rope of cum firing inside of Rarity’s abused hole.

After Rainbow’s orgasm subsided, her lust did not. Whilst still panting; Rarity laying on the floor, expression in bliss and mind broken, Rainbow pulled her still hard cock from Rarity’s ass, leaving a trickle of ball-batter trickling down Rarity’s gaping hole. She rose to her feet shakily, sweat dripping down her forehead, she began to stagger toward the exit; libido acting as her fuel, and still drunk on pleasure, she could only think of one thing.

Fluttershy

Author's Note

Sorry for not fulfilling the 'complete whole fic in a day' challenge on the story thing.