Bare at Burning Mare!

“Applejack, this is terrible.” Rarity said.

“It ain't as bad as I thought it'd be.” The cowgirl said. “I mean ... ain't like we're the only ones runnin' 'round in the altogether.” She tilted her hat back and scanned the bustling 'streets' of the Burning Mare festival. A large percentage of the participants were nude, or at least close to it in outfits of varying coverage and opaqueness. Everyone went about their business, setting up their camps and art instillations in preparation for the festivities to come. “Nobody's lookin' at us.”

“Exactly!” Rarity huffed. She crossed her arms over her chest, creating a valley of snowy, tempting cleavage. Rarity wore nothing but oversized sunglasses, pink flip flops, and a copious amount of sunscreen-- but she wore it well. Every inch of her bare skin was flawless, and even the hair between her legs had been meticulously trimmed and styled into a neat little strip.

“Hold up.” Applejack halted in her booted tracks, and turned to look at her friend, puzzled. “You want folks to gawk at you?”

“Yes! Or, well, not ... that way.” Rarity I had assembled quite the wardrobe for this adventure, and now it's all going to waste! It's such a wasted opportunity. I was looking forward to being the most fabulously dressed lady of the desert, and now I'm just another derriere in the crowd.” Rarity's shoulders slumped.

“Uh. It's a nice derriere, if that helps?” Applejack felt her face getting warmer, and lied to herself that it was only the desert heat.

Rarity looked up at Applejack, and smiled. “Thank you, darling. I know you're just trying to make me feel better, but ... well, honestly, I can't fathom why anyone would gawk at me when I'm standing next to you.” Rarity tilted her sunglasses down and surveyed Applejack's nudity. Long hours of work on the farm had sculpted Applejack's form to perfection, balanced out by a layer of softness that came from a steady diet of country cooking. Subtle lines of muscle shifted beneath Applejack's tanned skin with each movement in a way Rarity couldn't help but find mesmerizing.“You're frankly magnificent, dear. It's like you're a centerfold model for a fitness magazine.”

“Uh. Thanks? I think?” Applejack curled her toes in her cowboy boots, torn between covering herself up and standing taller for Rarity's admiring gaze.

“You're welcome.” Rarity said, though a fraction of a moment later than she probably should have. She wrenched her eyes away from Applejack's gorgeous, nigh-amazonian form. She replaced her sunglasses, and scanned the bustling 'streets' of the festival. “But now I'm wondering just what there is to do around here other than dance around and get sunburn in uncomfortable places.”

“Rainbow Dash said somethin' about a thunderdome.” Applejack said. “Maybe we could check that out?”

“I'm sorry, Applejack, but gladitorial combat is hardly an appealing prospect when I'm dressed.”

“Yeah, got a point there. Prolly wouldn't be very comfortable bouncin' 'round all ... uh, bouncy.” Applejack looked down at her chest and shook her head. “... maybe if I had a sports bra, though.”

“Ever practical, hm?” Rarity said with a wry grin. “But, there's got to be something out there to entertain-- oooh!” Rarity gasped, clasping her hands in front of her face as she spied something amidst the bustle of the Burning Mare camp.

“What is it?” Applejack blinked, and looked down at her friend.

“Applejack, I must paint you.” Rarity said.

“That's mighty flatterin', but unless you brought a canvas and an easel with you ... “

“No, look!” Rarity grabbed Applejack around the shoulders (ignoring the skin to skin contact in her enthusiasm) and turned her towards one of the closer camps. A neon sign reading 'BODY SHOP' buzzed and flickered above a large shade pavilion. Plastic sheeting had been unrolled across the ground, creating a makeshift studio for half a dozen artists. Instead of canvas or paper, however, each artist meticulously worked on a nude, living model. One petite girl with long, lustrous dark hair stood with her arms above her head as a goateed artist painted leopard rosettes across her skin. Another, bustier woman offered herself up to be painted like the night sky, coated from head to toe in a deep blue before being decorated with a network of bright white stars. Other models bore more abstract designs, or ones that hadn't yet been finished. There were a few curtains set up to offer privacy to more bashful models, but for the most part they went unused. Though there were a few faint, muffled sighs coming from the farthest curtained-off section, suggesting it was being used for less (or perhaps more, depending on who you asked) purposes.

“It's perfect!” Rarity pulled Applejack tighter against her. “If I can't dress you, I can still decorate you!”

“Me?” Applejack blushed harder, though she didn't push Rarity away.

“Well, yes. I can't paint myself now, can I? Even if I used a mirror, there would still be entirely too many places I couldn't reach. Lucky for me, I have the most wonderful canvas an artist could ask for!”

“I dunno--” Applejack began, more out of reflex than anything.

“Pish posh! The only 'but' I'm concerned with is this one!” And Rarity slid her hand down the length of Applejack's back to deliver an ever so light smack to the cowgirl's toned rump.

“Yes'm.” Applejack managed through her sudden, breathy gasp, and stood up a little straighter. Applejack had taken uncountable 'good game' butt-smacks before, and Rarity hadn't hit her any harder than any of those-- but the brief sting of Rarity's delicate palm made Applejack's heart skip a beat.

“That's more like it!” Rarity said, and took her friend by the hand to lead her closer to the body shop camp. She picked out the ostensible leader of the group (a portly, smiling man in little but jean shorts and a paint-spattered apron). He didn't bat an eye at Rarity and Applejack's lack of clothing, but he was powerless to Rarity's sweet flattery and fluttering of eyelashes.

Soon enough, Rarity and Applejack had their own little corner of the body shop, complete with a small table well stocked with various paints and brushes. Rarity twirled one of said brushes in her fingers as she circled around Applejack, studying her.

Applejack did her best to stay still, but she couldn't help but shift her weight from one foot to the other under the intensity of Rarity's gaze. No one, not even in the previous few hours she'd roamed around in the nude, had ever looked at Applejack so closely, so intently.

Rarity tapped the blunt end of a paintbrush against her delicate lips, then gestured with her free hand. “Raise your arms above your head, will you, darling? I want to get a better look at the line of your body.”

“Yes'm.” Applejack said before she knew it, and moved to oblige, stretching her arms out above her head. In that exposed pose, her muscles tensed-- and not just in her arms. Applejack bit the inside of her cheek as a warm, not entirely unpleasant sensation grew between her legs.

“Good, good.” Rarity said after a few moments of careful study. “You can relax now, I think I'm getting an idea ... “

At the command (however sweetly worded), another jolt passed through Applejack's body. Under normal circumstances, she would have pushed back at being ordered around-- but for once, giving up her normal stubbornness was far too enticing. Maybe it was the festival, Applejack thought-- after all, the whole affair seemed designed to give people an opportunity to do something, to be something they couldn't be in the real world. Maybe it wouldn't be so bad to be--

“Hello? Earth to Applejack?”

“Huh-wha?” Applejack shook her head, and a fresh, red-delicious-toned blush flooded her cheeks. “Sorry, uh. Must have spaced out there for a sec. Probably been out in the sun too long.”

“Oh no!” Rarity's smile fell to an expression of concerned horror. “Here, let me get you some water-- the last thing we need right now is you passing out from heat exhaustion!” Rarity went to a nearby cooler, thoughtfully provided by the body shop crew, and bent over to fish a bottled water from it. Applejack found herself staring at Rarity's delightfully dimpled derriere, and bit the inside of her cheek harder. In her concern, Rarity didn't notice her friend's eyes on her-- instead, she soon pressed an ice-cold bottle of water into Applejack's hands.

“Drink.” Rarity said.

“Yes'm.” Applejack said, and obeyed. The water was cool-- delicious, even, but the simple act of obedience made her body feel even warmer.

“Now then, feeling better?”

“Yes'm.” Applejack murmured between sips. At the back of her mind, she began to wonder if this is what Fluttershy felt like on a daily basis.

“Ah, good!” Rarity beamed. “Now, as I was saying, I think I've come up with the perfect idea on how to paint you!”

“Uh.” Applejack shook herself from her pleasantly obedient headspace, and looked back at Rarity with her normal skepticism. “You ain't gonna paint me green like one of them girls outta a cheesy space flick, are you?”

“Of course not!” Rarity said, aghast. “Besides, I think that'd be more up Twilight's alley anyway. Oooh! Maybe I'll paint her next? No, no, I must take one thing at a time, no matter the artistic possibilities of a new medium. And what a medium it is.” She raked her eyes up and down Applejack's body again. “For the longest time, Applejack, I thought I simply couldn't improve on your natural perfection.” Rarity reached out with her free hand, almost running her fingertips over Applejack's shoulder before drawing back at the last moment. “At least, ah, at least not without the proper fabrics and such. But now, I realize the easiest thing to do would be to build on your existing outfit ... “

“Uuuuh. Rarity? You sure you ain't sunstroked yourself? 'cause I thought the whole thing we were doin' was not wearin' outfits.”

“Well, not an outfit per-se, but your accessories!” Rarity looked down, and Applejack followed suit, gazing down at her dusty, well-worn cowboy boots. “Did you know these boots have an absolutely lovely floral pattern embroidered into them?” Rarity knelt, then ran her fingers over the battered, dusty leather. “If I paint a matching pattern onto your skin, it'll look absolutely stunning, I assure you! You will let me paint you, won't you? Please?” Rarity looked up at Applejack, blue eyes shining with a practiced, pleading look.

“When ya put it that way, I can't really say no, huh?” Applejack forced an embarrassed grin.

“Marvelous!” Rarity clapped her hands and sprung back to her feet. Within moments, she grabbed a palette of paints, and got to work. “Now, hold still ... “

“Yes'm.” Applejack said before she could think. She closed her eyes, and did her best to ignore the cool, wet, and slightly ticklish feel of Rarity's brush tracing winding patterns over her skin. It wasn't so bad at first, as Rarity started around Applejack's calves, slowly working her way upward as she painted a pattern of green vines and tiny red apples upon Applejack's tanned skin. Every so often, Rarity's brush would graze the inside of Applejack's leg as she worked on the winding pattern. Applejack grit her teeth and forced herself to stay still-- that's what Rarity had told her to do, after all.

Inch by inch, line by line, Rarity worked her way up the length of Applejack's body, using the painted-on vines to highlight the shape of Applejack's figure. Each little pass of the brush sent a thrill through Applejack's body. Each meticulously rendered stroke of paint was a reminder that Applejack, at that particular moment, was little more than a canvas.

Rarity's canvas.

“Stop squirming, Applejack!” Rarity fussed as she circled around in front of Applejack, beginning to draw little vines around her collarbone. “Honestly, you're breathing so hard it sounds like you're--” As the words left Rarity's mouth, her eyes went wide, and her cheeks flushed red. “Oh. Oh.” Rarity dropped her paints, recoiling. “Applejack, I'm so sorry! I didn't mean to ... I mean, just because you're ... and I'm ... I ... oh god this is embarrassing.”

“Wait!” Applejack blurted.

Rarity clasped her hands in front of her mouth, backpedaling. “No, no, I-- Ooop!” She cried out as she backpedaled into the cooler, and toppled over, flailing. Applejack lunged forward, instinctively grabbing her friend around the waist, keeping her from falling. Rarity squealed in surprise, only to find herself looking up into Applejack's emerald eyes.

“Oh. My.” Rarity trembled, ever so slightly. Where she'd more or less been able to play things off before, the sudden surreality of the situation only became more apparent as she felt Applejack's strong arms cradling her, effortlessly. A few of the other artists in the body shop looked their way at the commotion, but soon got back to work on their own subjects.

“Just, uh. Just wanna let you know, it's ... it's okay.” Applejack looked away for a moment, though she let her arms linger around Rarity's pale, delicate body. Rarity did not mind in the slightest.

“What's okay, darling?” Rarity mentally told herself that her racing heartbeat was from the sudden close call, but even then she knew she was lying.

“Y'know. This.” Applejack slowly, reluctantly set Rarity back on her feet, and stepped away. “It's ... different, sure, but you're just so excited about it ... “

“It is an ... artistic oppotunity, yes.” Rarity said, tightening her fingers around a paintbrush. “But the last thing I'd want to do is take advantage of--”

“Do it.”

“Beg pardon?”

“Do ... whatever ya like.” Applejack looked away, and scratched at the back of her neck. “It's ... kinda nice. You're kinda nice. So if you wanna tell me what to do for a li'l bit ... that's okay.”

“Are you saying ... “ Rarity gaped at her gorgeous, blushing friend. “That you ... and I ... and ... oh. Oh.”

“Aw hell, I shouldn't have said anything. I just made this weird.” Applejack paused, then looked around the pavilion full of nude models in varying shades of paint. “Er, weirder. I'm sorry, I dunno what got into me.” Applejack clenched her fists in embarassment, and then turned to grab a damp cloth from one of the supply tables. She breathed in deeply, and then bent over to start wiping the paint from her leg.

“Stop.” Rarity said.

Applejack blinked, looking over her shoulder at Rarity-- and immediately stood up straight again. “Yes'm.”

Rarity blinked, only then realizing the power she held-- and how much she enjoyed it. “Now then, Applejack, before you go about wiping out my hard work ... I ... I should let you know that, while unexpected, this isn't necessarily a ... bad situation we've stumbled into. It's just not ... something I've ever really thought of before.”

“Me neither.”

“I suppose the only thing we can do is ... work it out together, hm? But please, if I ever, ever overstep my bounds, tell me.” Rarity locked her eyes on Applejack's.

“I will.” Applejack nodded. “But, uh. Right now, I ... think I'd like you to do a little more steppin'. Well, not steppin on me but--”

Rarity held a slim finger to Applejack's lips. “I get your point. But ... perhaps we should find someplace a little more private, first?” Rarity glanced around the still-bustling artist's tent. Their intimate conversation had gone unnoticed (thus far), but Rarity didn't feel like taking any more chances.

Applejack nodded. “Yes'm.”

“Good.” Rarity said, and entwined her fingers with Applejack's, leading her to one of the curtained off sections. The space was about the size of a large dressing room, the floor covered with an eclectic assortment of cushions-- it was a hookah and a sitar short of a low-rent seraglio. No sooner had she pulled the curtain shut behind her, the reality of the situation sank in: here she was, naked, with an equally naked Applejack, who was letting-- no begging her to do whatever she wanted with her.

“Kiss me!” Rarity said, breathy-- and before Applejack could so much as murmur her obedient little response, Rarity grabbed twin handfuls of blond braid and pulled Applejack in for a lust-fueled kiss. For a few long, lovely minutes, Rarity savored the sweet taste of Applejack's lips-- but then wrenched herself away, all the better to work her lips downward, kissing-- worshipping as much of Applejack's tanned skin as she could reach.

“You are absolutely gorgeous-- Applejack. Mmmh. So strong, but so beautiful ... I don't know how long I've wanted to do this ... “ Rarity closed her lips around one of Applejack's stiff nipples, suckling briefly, wetly at the brown nub.

Applejack moaned softly, squirming. “You're just sayin' that. You're the pretty one--”

“Nonsense!” Rarity scolded. “I'll not have you disparaging yourself like that. I have an eye for beauty, darling, and I am never wrong about this sort of thing. So no more talk like that, or else I'll find something to gag you with, do you understand?”

“Yes'm.”

“Good girl.” Rarity cooed, and slid downwards, trailing lips and fingertips over Applejack's belly 'til she reached the juncture of her legs. “Mmm. This will have to go.” Rarity said, toying with the thick blonde curls between Applejack's legs. “I wouldn't want it to ... distract from the paint, hm? But we'll get to that later. First--” Rarity leaned in towards the juncture of Applejack's legs, then looked up the length of her body. “May I, Applejack?”

The cowgirl trembled, and nodded her head. “Yes'm.”

“Good.” Rarity scooted her knees underneath herself. “But ... ah, do forgive me, as I've never really done this before.” She leaned forward, and laid a delicate kiss upon Applejack's sex. The cowgirl clenched her teeth, holding back another moan, her lusts kindled to a proverbial bonfire by Rarity's previous orders.

Only encouraged by Applejack's response, Rarity leaned in, opening her mouth wider as she pushed her tongue between her friend's (lover's? canvas'?) folds. She worked the tip of her tongue up and down, luxuriating in the unfamiliar (but certainly not un-enticing) taste of Applejack's wet pussy. As Rarity's tongue curled to the top of Applejack's sex, the cowgirl twitched. Rarity made a muffled “aha!” sound of discovery, and soon closed her lips around Applejack's clit, teasing and suckling with inspired vigor.

Applejack choked out a gasp, her entire body shuddering at the pleasurable assault. She grabbed hold of Rarity's hair for support as she bucked her hips. Every muscle in Applejack's body bucked in pleasure as she reached a much-needed climax, wave after wave of overwhelming sensation flooding every nerve in her body. Finally, even Applejack's well-conditioned physique could take no more, and she collapsed onto a pile of pillows within the private area, panting and staring up at the ceiling. The cowgirl's chest rose and fell with a deep, almost hypnotic rhythm as she tried to regain her breath.

“Enjoy yourself?” Rarity purred, smug. She slid up the length of Applejack's body, marveling again at just how warm she felt.

“Yes'm.” Applejack managed.

“Good.” Rarity said, and bestowed another sweet kiss onto Applejack's forehead as she reached up to toy with her hair. “And I do hope you were paying attention, I'll expect you to repay the favor. I figure we should get a lot of this ... tension out of our systems before we finish painting you, hm? Wouldn't want to smudge the paint, don't you agree?”

“Yes'm.” Applejack smiled, and rolled to her side, propping herself up on one elbow to look down at Rarity's elegant, beautiful body. Slowly, hesitantly, she cupped one of Rarity's pink-capped breasts in a calloused hand. Rarity cooed at the touch, and offered herself to Applejack's gentle caresses in a vaguely feline manner.

“I'm glad we're on the same page.” Rarity gently put one of her hands over Applejack's, and guided it downward. She shivered as she cupped Applejack's fingers over her own heated mound, and then lay back, staring up at the tent's ceiling. Even as she parted her legs further for Applejack's exploration, Rarity couldn't help but voice a thought that came to mind.

“I wonder what the others are up to?”

Applejack didn't reply, finding something far more interesting to do with her mouth.

Rarity decided she liked this answer better.