Dirty Sexy Pony: Anniversary

Heheheh, reappropriating another "writer's" character...

Chapter 1

Starla Shine was always called "gifted" and "extraordinary" and "unique" by her friends and family back in Baltimare. Mostly exaggerations, of course, and it wasn't like she ever took the praise too seriously.

She was helpful around town; volunteering her time with the elderly, tutoring the neighborhood colts and fillies, and working part time in the different shops and stores, in addition to helping her family business. Starla was also well known as one of the nicest ponies you'd ever meet, voted so by the town two years in a row. All in all, she was just eager to make a difference in the world.

Not to mention that her violet mane and white coat always attracted a good number of would-be suitors. The locals eventually made a game out of it, to see how long it would take until some lucky stallion managed to swoon their charming beauty off her hooves. Her interests however, soon had her move away from her hometown and to the center of Equestria's fashion world in order to make it big as a model. It was an issue of a fashion magazine that presented the beautiful pegasus Fluttershy that first inspired Starla, who up to that point was following her destiny to become a teacher because of her cutie mark; a telescope aimed at a depiction of the north star.

She quickly learned however that being cute and talented counted for nothing in Canterlot if you didn't have any industry connections. Of course, with the price to rent a room at astronomical levels, it would have been impossible to make any headway toward her dream if it weren't for her uncle, who made his place available free of charge to her since he spent most of his time out of town. From that starting point Starla was hard at work, applying the skills she developed helping around in Baltimare to do odd jobs around Canterlot while attending workshops, auditions, anything to get her name out there.

At some point the stars must have aligned, or perhaps she was simply in the right place at the right time, because on her fourth audition, after weeks of laboring around the city without a steady job, Starla felt as though her dreams would soon come true when she caught the interest of the pony who owned one of Canterlot's best known modeling agencies, Glamorous.

Starla soon found herself helping all over the agency both on and off season because of her multitude of skills. Whether it was helping the gaffers with the runway lights or mixing the foundation and eye liner for the make up artists, or doing final touches with fitting adjustments just before a show started, she was there. None of those things however, led her any closer to making it onto the catwalk, much less try out the beautiful dresses and saddles that the models—who unlike her were also paid for their work—got to.

It was on one occasion a few months into her new job when Starla had a chance encounter with the designer hiring the agency to model a Fall fashion line, although she did not realize it at first. She was rushing through the backstage on her way to deliver coffee for Glam and the models when a mannequin wearing a platinum colored skirt bedecked in sapphires and pink diamonds caught her eye. Well, it was simply an eye-catching design in the first place, but what worried her was seeing the bottom end of the skirt touching the floor. In a matter of minutes, Starla found herself lying on the floor with a pair of fabric scissors in her telekinetic grip as she carefully hemmed at the bottom portion of the skirt, when a voice from behind her caught Starla unawares.

"Oh? That's interesting. Whatever are you doing, shearing up that skirt?"

"The length is too long and if I didn't try to adjust it the material will fray from dragging along the runway during the show. That's just a tripping hazard waiting to happen even if you tried using a clothes or safety pin as a stopgap. It wouldn't work since the cloth is too heavy and weighs down naturally as a result. You wouldn't believe all of the neck and leg injuries I've seen working here...but mostly it's because I'd hate to see such a lovely design get damaged like that."

"But what about using a taller model? Or give the model being used heels? Wouldn't that solve the problem?"

"I did a quick measurement and realized that it's too long for even our tallest model, even if she wore a practical set of heels."

"Is that really the case? Hmmm...it's unfortunate, but I'll have to deduct some points from Paris' final grade, then." Confused by this comment, Starla spun in place and realized she had been talking with a certain white coated, purple maned pony. As she began to stammer out her surprise, Rarity was looking away distractedly at another of the designs that was to be presented in that night's show.

"What's that belt doing around the mannequin wearing the purple dress? Is that your doing, too?"

Starla gulped in worry but nodded all the same before realizing that the other pony wouldn't have seen the gesture. "That's just my belt. I thought it'd look cute since I can't wear it right now, being that I need to be on the floor to cut the skirt quickly enough for it to be part of the show."

"You have quite an eye for color and composition, dear." Rarity said without sarcasm and turned her discerning eyes toward Starla. "What did you say your name was, again?"

"Um...I didn't. It's Starla, Miss Rarity. Starla Shine."

Starla was somewhat taken aback by the mare's warm chuckle and felt a flush of embarrassment creep over her cheeks causing her to nervously smile back.

"Does my reputation really precede me like that? Please do just call me Rarity, sweetie. Although it's a lot better than being called 'Mrs.' all the time just because I'm married."

Antsy nerves caused Starla to let out a forced laugh, from being unsure if the designer standing before her was soliciting such a thing with her quip. But rather than stay on that topic, Rarity brought herself close to Starla to look over her last minute work on the skirt. Without warning she took hold of the scissors with her magic and made adjustments of her own, expertly cutting off loose threads and straightening out the look of the skirt overall before setting the scissors onto the vanity table nearby.

"I'll be upfront with you." Rarity began, still inspecting the last-minute changes on the platinum skirt. "I'm rather infamous for my, shall we call it...head hunting, as it were, around certain fashion circles and I was wondering if I could steal you away for my boutique? Have you heard of it?"

'Have I heard of it?' Starla thought to herself, secretly appalled by the question. The Cute Boutique was one of her favorite places to window shop, since she was unable to afford any of those top-of-the-line dresses on her meager agency non-salary and part-time wages from all of her other jobs. Even if she had suddenly come under some money, it wasn't like she had any occasion to wear them to. So Starla was resigned to simply stand outside of the shop whenever she wasn't working or auditioning and feeling jealous of the mannequins in the window front as they were dressed in the latest designs from Canterlot's newest fashion shop and school. She'd imagine herself wearing a delightful green satin sarong or an unforgettable red velvet evening saddle or even a beautiful blue gown to wear at the Grand Galloping Gala. Instead of letting loose her inner fangirl and scaring off one of Equestria's most innovative designers, Starla curtly and politely nodded her head in response to the question.

"Really? How wonderful!" Rarity cheered, looking genuinely happy by Starla's answer as her overjoyed smile gave way to a more mischievous smirk. "It pays decently enough as I know it's quite expensive to live in a place like Canterlot. Of course, I also understand that what I'm offering isn't modeling but, well..neither is what you're doing, dearie."

Starla blinked a few times and looked over the trays of coffee cups she was carrying set on the floor around her and frowned, but restrained herself from responding. Though her facial expressions were enough for Rarity to make a short hum to herself.

"Hmm. I expect you bright and early at 9 o'clock. I don't like dawdlers."

And with that, she was brought under Rarity's proverbial wing.

The following day, along with three other aspiring designers, Starla found herself in the second group of ponies enrolled in the Cute Boutique School of Fashion & Design.

Apparently the paperwork and arrangements were all made between Rarity and Glamorous, allowing Starla to focus her worries on her entrance examination: To construct a dress of any type and style from the materials, sewing kit and machine provided in order to determine all four students' basic skill levels. Needless to say, spending her days doing last-minute adjustments before modeling events for all those months at the agency paid off, even if she did only get the second-best marks that day.

The class was divided between two three-day sections with one day off. For three days a week Starla and the three other students learned the business side of fashion, working at Rarity's boutique during store hours and dealing with the day-to-day grind of running a boutique. Dealing directly with clients was reserved for Rarity herself, as well as the top student for the week under her direct supervision. The remaining three were then expected to keep the floor clean, account for materials and deliveries and ring up purchases and orders. Essentially busy work. But at least for Starla, she could see an actual relevance for anypony aspiring to be a fashion designer. The other three days were evening classes spent on theory, design and hoofs-on workshops which gave the students a chance to impress their teacher as well as individual attention as they worked on preparing for a fashion show at the end of the year that would be their final examination.

While never being as innovative or avant garde as her peers with her designs, Starla managed well enough with her more consistent approach that focused on the technical aspects rather than creativity, as well as her way with words with less fashion-conscious clients that led to a decent flow of business for the store. For the most part, Starla devoted the majority of her creative energies on a single gown that she wanted to present for her final.

Hers was a mostly white and gold affair, influenced by Princess Cadence's wedding dress. However Starla wanted a more practical version, so she used less fragile materials and thus had to manually add interesting designs to the fabric while hiding as much of the stitching as possible.

"It's coming along quite well." Her teacher mused as Starla ran a part of the train through the sewing machine a third time.

Starla mostly got used to that and stayed focused on her work to make sure the thread was not rushed and accidentally run through where it wasn't needed. After the full length of the material made it through the machine without trouble, Starla brought the dress close to her eyes to inspect her work. "I'm not sure if it's fitted properly, though. It looks good on a mannequin, but I don't know if it would hold well on a moving pony."

"If that's the case, test it out. Why don't you try it on?"

Starla blinked in surprise, caught off guard by the common sense suggestion. "R-really? Can I?" She looked to the purple maned mare with barely restrained excitement.

"Sure! Why not? I do it all the time!" Rarity said with a laugh.

Since the other students were busy with their own work, it took a few minutes for Starla to put on the dress by herself and she was speechless with the sight of her reflection. Even if it wasn't fully finished, she knew that this was the most ambitious of any of her designs that she didn't dislike.

"Why Starla, it looks simply marvelous on you!" She blushed and shrunk from her teacher's praise, perhaps the first time she ever did so when anypony complimented her work. "You have quite the figure for it, darling!" Starla blushed even more, feeling stiff and awkward in such a beautiful dress. It would probably look better on a figure like Rarity, she decided. But before she could say so, her teacher had already sauntered off to the next table and squealed excitedly at the sight of another one of Collette's ridiculous-looking hats.

Starla watched the exchange with no particular interest in the subject as she carefully removed the dress and returned it to its mannequin. Her eyes would switch every now and then between the flower embroidery on the side of the dress and Rarity making the rounds to the other two work stations.

With half of her attention on her needlework, Starla watched in amazement as her teacher effortlessly solved a design flaw in Florence's tortoise shell-inspired saddle a few tables down.

Rarity was everything Starla wasn't. Her teacher was often swimming in confidence, able to say what was on her mind yet be able to twist the truth so that even the harshest comment or criticism would be easier to swallow. Starla had enough of a hard time during the critique portion of their weekly classes, being unsure if she was even qualified to judge her classmates' hard work.

Not Rarity, to the point of sometimes saying a bit too much, but she was able to recognize when those times happened and apologize. But of course, the mare had practiced her hoof in nearly every aspect of fashion, from designing, making, selling and wearing her clothes and accessories. She was always willing to push the boundaries of acceptable both in and outside of fashion. The most obvious example of this was the fact that she was even married to a dragon.

There were some times Starla wondered if they ever...had sex like other married couples, which would often cause her to blush whenever her mind drifted onto the topic. It was confusing and hard to imagine since obviously, they were a mixed species couple. 'Like, how would it even work?' She would often ask herself, unsure what the equipment was like for other animals. But the main shock for most ponies including Starla herself was that they were very proud of the fact, often times kissing in public or nuzzling one another with smiles on their faces.

While his wife was oftentimes melodramatic and outspoken, Spike was calm, cool and collected. His picture was probably next to the word gentlepony in the dictionary...no, gentledragon. Considering how stoic he was it wouldn't surprise Starla if it'd be acceptable for him to be considered an example of both.

It was no less than a week later, on the third day of their applied business portion of the course, that Spike had appeared unannounced at the store.

"Spike?" Rarity gasped and looked toward her husband in measured surprise. "What are you doing here?""

"You forgot this." He said somewhat mechanically, and walked over to her to hold out some object that she seemed to recognize.

"Oh, you're such a dear, honey bun!" Rarity trotted over to the dragon without fear and then proceeded to exchange nose kisses as her tail swayed back and forth in happiness. After a moment of tense silence, Rarity distractedly blurted out while blushing and girlishly giggling, "Uh...I'll be closing the store early today, girls. You're all free to leave."

With catcalls and knowing giggles of their own, the four students ushered themselves out and watched with amusement as the drapes and blinds of the store windows were quickly drawn. After some lively chatter amongst themselves, the three other students turned toward the week's current top student.

"Hey Starla, Jubilee's dad just came up with a new cake recipe! Carrot Chiffon! You wanna come with?"

Excited to join the others, Starla was about to chime affirmatively when a figure across the street caught her eye. Wearing a sad smile, Starla quickly shook her head in regret. "Sorry, girls. I just remembered I have another job to get to."

"Really?" Collette, a blue pony with a green mane she was proud of, put on a look to make her eyes wide and watery while making a tiny pout.

However, the red coated, orange maned Jubilee blocked the girl's attempt to guilt Starla by walking between them while rolling her eyes at the hat maker. She turned toward the other pony with a sad look. "Aw. We understand, Starla. Wish we could help out."

Starla found that a bit hard to believe and smirked upon hearing it. "Yeah, right you would." She knew the other three had a hard enough time paying for their own rent, considering they were all roommates living in a single bedroom house.

"Heheh...you caught me red hoofed." It was Starla's turn to roll her eyes at Jubilee's favorite joke and waved as the girls began to walk away.

"We'll save you a slice, then!" She heard Florence call back and smiled.

"You better!" Starla said with a bit of a laugh. After she was sure her classmates were out of sight, the unicorn made sure no one else she knew was nearby before going across the street toward the less-than-inconspicuous mare in a trench coat wearing large rimmed sunglasses.

The tan coat and distinctive curly blue mane could only belong to one pony in particular. A pony that was not only the manager and owner of one of the city's best known modeling agencies, but was also on Canterlot's fashion licensing board. She was also Starla's first industry contacts since she first came to the capital nearly a year ago.

"It's been so long, Starla! How's my girl doing? Have you been enjoying your time with Rarity after you left me without so much as a goodbye?"

She was also her first harsh lessons learned about the existence of ponies that take advantage of a young girl's dreams.

"We've missed you so much at the agency. I just wonder why you've never tried to get in touch with me, seeing how I was the first to see your potential!"

"Stop dancing around and just tell me what you want, Glam." Starla restrained most of her frustration from the other pony's faked niceties.

"Hmm...alright. I'll play it straight if you want." The pony said with a smile, dropping the friendly tone and not looking deflated from the interruption to her light banter. "Your father's come into some trouble back in Baltimare."

"What?" Starla gasped. The last she heard the money from her dad's private investigation business was enough to pay the bills and frequent lawsuits from the angry targets his clients often sent him after in the past. To help him after his retirement, Starla had even been sending money from her job at the boutique every week and couldn't think of any reason for this news. "What happened? Is my dad alright?"

"Heh." Glam smirked. "Unfortunately he crossed with the wrong group of 'businessponies' back in your hometown." Using her magic, the tan unicorn lifted out from within her trench coat a photo of a stallion tied to a chair and gagged. He was bruised and his right eye was swelling up. The lighting was dim but it was clear enough what had happened. "You can keep that, if you want."

'Dad, you promised you'd stop!' Starla gulped at seeing the photo, almost feeling queasy. But she knew that the other pony would enjoy seeing her upset so she kept her face neutral and internalized the sickness. "So, why me?"

"Why?" Glam almost seemed genuinely surprised, or at least would have if it weren't for the smirk remaining on her face. "Because you're his daughter. So of course you have a stake in this."

"Yes. But why would you give me a chance to save him in the first place? Why me specifically?"

"Why you, indeed?" Glam said, her tone of voice getting lower and laced with spite. "It's because you insulted me by leaving my agency. To work for Rarity, no less." Starla frowned upon hearing her teacher's name spat out as though it were a dirty word, but remained silent. "Well, I never really liked you in the first place, anyway. It's just that with your white coat and purple mane you looked close enough like her that I could enjoy making you fetch things and deliver me coffee every morning."

"That's why you hired me? Because you had some issues with Rarity in the past and wanted to take it out on me?" Starla growled out now, irritated that all those months of unpaid labor was just the result of a grudge. However, even though she didn't know the full story, Starla was sure that no matter the circumstances she'd side with her teacher without hesitation.

"You know I just noticed...your hair's gotten a bit longer since I last saw you." Glam suddenly commented. "Heh. It's sort of pathetic how you've even curled your forelock like hers." Enjoying the burst of angry emotion on the white unicorn's face, Glam chuckled quietly to herself. "But I'm getting a bit off topic now, aren't I? You see, my mantra has always been that ponies work best if there's positive incentives to work toward, in addition to more urgent motivations."

"I fail to see what any of that has to do with me."

"I'm saying that if you do this one little favor of mine, I'll make sure that your application for a Canterlot business license will be dealt with first thing tomorrow. Or would you rather I fit you in with Photo Finish's next fashion shoot? Heck, I'm feeling generous, why not both? All that on top of assuring that your father is safe and sound, of course. At least for the time being, anyways."

Starla grit her teeth tightly, her eyes beginning to see red. "I don't care about your offers, Glam. I just want you or anyone else to stay away from my dad from now on."

"Sure, I can do that." She responded quickly. "But since you're asking for immediate results, it's only fair I expect the same from you. Meaning that you have to do this favor of mine tonight."

"...fine." Starla immediately agreed, wanting no more than to get this mare out of her sight. "What is it?"

"Well, considering who your father is, I'm sure you have experience digging through ponies' trash for dark and embarrassing secrets." Glam started to explain. "I want you to pay your dear teacher a visit and bring me all the juicy gossip you can find. Something that'll run her out of Canterlot and back into that backwater village of hers permanently."

Starla was seething with rage. Angry with Glamorous for putting her into this situation. Angry at her father for putting himself into danger, even after he promised her he would stop investigating. What was the point of her sending money back home in the first place?

But most frustratingly of all, however, she was angry at herself for not being able to see any other way out of this mess.

--

After making her preparations Starla left her uncle's house, walking down the cobblestone streets toward Rarity's townhouse toward the center of Canterlot, close to the marketplace. To avoid suspicion she had packed the items she would need into her saddlebags, such as a set of a dark navy blue-colored disguise comprised of a tight fitting suit meant to cover her cutie mark and most of her body, as well as a mask to hide her face and tuck her mane out of view. It was a Wednesday night, meaning that tomorrow there was only an evening class to attend.

Princess Celestia had already brought the sun down over the horizon and cast Equestria into a night in preparation for Princess Luna's custody, so Starla hid in a nearby alleyway around the corner from Rarity's home to don her disguise.

It took mere minutes to sneak into the townhouse, being that its prefabricated design meant it shared all of the same attributes as her uncle's home, which was constructed in much the same way. The moon had yet to rise, leaving the interior she had snuck into through a side window was pitched in darkness. Unlike black, dark navy blended much better into the night, shrouding Starla in the same evening and completely blurred her shape as she moved quietly through what appeared to be the dining room. Careful of stepping onto any creaky boards, it took much longer for the unicorn to navigate down the hallway toward the base of the stairs that would lead to the second floor.

Rather than try to sneak into Rarity's bedroom, Starla decided to take on what she knew was a hidden door at the rear of the staircase that was revealed behind a false wooden panel. It was common for homes like this to have a wine cellar, and ever since the Changeling attack on Canterlot it was also decreed for all homes to have some sort of shelter. It made sense then to Starla for the entrance to be hidden from view as most any invading force would be unawares unless they had done enough research. It gave her the impression that this was a wine cellar that was converted to be more hospitable to things other than barrels full of wine. The rich and famous of Canterlot would often keep their most precious things in such a place.

And so she proceed downward, her senses smacked by an unexpected pungent stench that was contrary to what was supposed to be an ever ready safe room. It took some effort to noiselessly make her way down the flight of stairs, allowing her horn to aid her eyes once she was fully immersed in complete darkness.

What she saw made her eyes grow wide.

A chill ran up Starla's spine as the light of her horn lent an eerie glow to what she saw.

Her voice quietly escaped her lips, as her mind was unable to process this situation fast enough for it to seem real. "Is this...some sort of dungeon...?" Starla whispered to herself quiveringly.

Then a creak of wood rang out like a scream behind her.

Starla spun in place to see a certain white coated, purple maned pony standing at the base of the stairs.

"You're trespassing, little miss." Rarity stated simply. Dressed in a bathrobe, she took a step forward, her hooves clacking against the harder stone floor of the "cellar."

"But I should have expected this to happen sooner or later. Ah, such is the price of even minor celebrity!" She gave a theatrical sigh and covered her eyes with her foreleg with equal flourish before standing normally again before her masked intruder. Her eyes took on a devious look that was at odds with a mare who just had her home broken into.

"It seems that you've gotten yourself quite lost, miss burglar. I would have let you get away with a bauble or two. Maybe even a few dishes or silverware. It's just unfortunate that you have such a poor sense of direction to end up down here of all places...or perhaps that's the reason why you've fallen into thievery in the first place?"

Unconsciously she brushed her hoof against the fire ruby necklace poking out from underneath her bathrobe. "Spike," She spoke out in a regular tone of voice, "come down here, please."

Heavy foot falls depressed the wooden stairs until the beastly form of a wingless dragon came into Starla's view, his ominous and intimidating size compared to her own loomed all the more under her and Rarity's horns glowing blue.

For every step Rarity took toward her, Starla stumbled back two. Her continuing advance pushed Starla into constant retreat until she pressed against a wall, far opposite from the stairs. There were no doors or even windows.

She had been cornered.

There was no way to escape.

Rarity kept a respectful distance from her while her dragon husband stood sentinel right behind her. His intense, stoic glare gave Starla the impression that a cold draft was blowing now, chilling her very bones.

"Who sent you?" The mare's voice cut through the silence and Starla twitched in surprise to look back at the other unicorn. Starla gulped. She trembled slightly from seeing her beloved teacher's apathetic smile. There was no sense that she really cared for an answer but just wanted to be polite.

"...I...can't say..."

"Oh." Rarity's smile thinned. Rather than irritation, Starla quietly feared that that signaled in an increased curiosity in this fly trapped in the silk threads of a spider's web. "Well then, what's your name?"

"...I..." Starla trembled, hoping that the shakiness of her voice now would disguise it. "...I..." Who would receive a worse fate, she wondered. A masked burglar intent on fencing some expensive looking items or Starla Shine, star pupil of Rarity's Cute Boutique and fashion school, who happened upon her teacher's dark secret? "...can't say..."

The terrifying pause made Starla's hairs stand on end. Like an executioner raising their axe.

"I see. I understand." Rarity's voice became soothing rather than shrill and quiet; her smile warmer and welcoming rather than cold stifling. "Spike, be a sweetheart and ravage her for me, please?"

"Yes, dear." The dragon's deep voice rumbled and caused Starla's heart to stir in fear.

"Wait, wha-" She stammered once the other unicorn's words registered. Faster than her eyes could follow, the dragon rushed close to her and grabbed her horn just as she thought to use her magic to help her escape.

In an instant fire seemed to rush throughout her body. Starla's eyes rolled back and she made a quivering inhale.

Her knees grew weak and she buckled to the cold ground, the dragon still holding firm onto her horn. In an effortless fashion he lifted her up by her horn and pressed her back against the wall, hooves barely touching the ground.

She watched in dizzied frenzy as a clawed finger from his other hand reached between her dangling legs and pressed against her crotch at the base of her tail then drew upwards, cutting into the tough material of her costume with ease.

Walking casually up to her, Rarity stood up on her rear legs and leaned against the wall, bringing her face close to Starla's.

Starla squirmed and whined pitifully to escape from the other mare's probing hoof thrust against her groin without warning. Rarity pouted and stopped her assault to say in a disappointed tone like a mother chastising a child for not eating their peas, "Don't be so stubborn, darling. If I don't prepare you, it's going to hurt."

"What's...going to hurt?" Starla stuttered out.

Rarity chuckled, growing fond of the girl's naivety. "Your first time, of course. Which is why-"

Starla's eyes shot wide. "NO! Pl-please, don't!" The unicorn trembled fearfully when she noticed her teacher's lips contoured into a pleasured smile, as though she was being nourished by her prey's fear.

Starla's breaths were loud and labored. In her hyperventilation her mind raced to bargain for her safety. "I swear I can't tell you who sent me!" She screeched out, her throat devoid of saliva. She gulped dryly, ignoring the sandpaper texture of her tongue as adrenaline spiked throughout her body. "I'll tell you anything else! Please..if I told you...if I did-I don't know what, but...they threatened to hurt my dad! Please...please, he's all I have left! Just...just don't do this...please!"

"Aw. If you feel so adamant about it, I guess I have no choice. A girl's first time should be special, after all."

Relief washed through her like a wave. Starla smiled, happy that her heart that was on the verge of shattering from the palpitations was returning to a more regular rhythm.

"Spike, put it in gently."

"Yes, dear."

With that simple sentence her hopes were blown away. Only Rarity's horn emitted light now, as Starla's focus was broken and fear took a tighter grip on her body than the clawed hand around her horn. "Please..." Starla whimpered, fruitlessly shaking her head from side to side while her horn was still caught. "...I don't...want my first time like this..." As the dragon drew closer from behind Rarity, Starla clenched her eyes shut, bracing for the searing pain.

"Hnnnnnnnnn-haaaaaaa!" She heard Rarity sigh in pure pleasure. Opening her eyes, Starla gulped and panted in surprise as her idol and mentor's face became flushed before her.

The aristocratic and charming Rarity.

The quick-witted and independent Rarity.

The hard working, industrious, beautiful Rarity...head lolling back and moaning loudly like a common whore. Her forelegs trembled weakly to barely hold her leaning position and Starla found the distance between them closing.

Starla felt lightheaded, mesmerized by the mare's half-lidded gasping and elated smile as their bodies were now pressing against one another. "Mmm, your eyes are so pretty." Rarity said in a low moan. Before she could reply, Starla's thoughts melted away when Rarity suddenly leaned in and touched her lips against her own and just as quickly pulled back. A chaste and soft kiss.

Her first.

Rarity kissed her again. A quick peck that brushed against Starla's upper lip.

Then again. The corner of her mouth, this time.

The mare pulled back and smugly cast her eyes over the results of her work: Starla's face was a feverish red, her blue eyes half-lidded and glazed over like her own. Rarity hummed lovingly in approval.

Their faces became close and Rarity watched as Starla pursed her lips toward her. She caught the unicorn's flesh with her own, then quickly nipped at the girl's bottom lip with her teeth. Starla squealed in surprise and vainly tried to pull away, as Spike still had a firm grasp on her horn and held her in place against the wall.

Rarity paused and closed her eyes for a moment to feel her husband's languid thrusts into her. She cooed. Starla moaned at the sight and sound. Rarity looked at her. Their crystal blue eyes exchanged desirous looks.

Wordlessly, while staring intensely into her blue eyes, Rarity touched her hoof to Starla's nethers, tracing soft, circular motions around her lower lips. She pulled herself close to the restrained pony and parted her lips, sticking out her tongue to imitate her hoof by slowly outlining the panting girl's open mouth. Rarity moaned, letting her tongue vibrate against Starla's mouth as she felt a glistening wetness against her hoof.

She paused, taking her hoof away from Starla's loins and held back a chuckle upon hearing the tiniest of whimpers.

Rarity smiled and decided to make a show from her inspection of her raised hoof. She brought it close to her face to sniff the touch of juices on it before licking experimentally with a sultry moan. Hearing Starla gasp at the sight, Rarity engulfed her hoof into her mouth, energetically swirling her tongue and sucking noisily to withdraw the girl's taste before pulling her hoof away with an audible pop.

Starla was felt desperate for air at this point. Like a fish caught on land, gasping for air.

She felt impossibly cold. She needed a touch. Rarity's touch. Her silent wish was granted when they embraced again, mouth to mouth, tongue against tongue, hoof to loins. Starla moaned lewdly and loudly into Rarity's mouth and began gyrating her hips against the mare's expert ministrations. She let out a shuddering, muffled exhale.

Rarity broke the kiss and breathed heavily. "Are you almost there, darling?" She asked in a teasing tone of voice, pausing her hoof's movements but keeping it pressed against Starla's soaking heat.

The other unicorn desperately shook her head. "N-no..." She panted out her bold-faced lie. But in reality Starla's stomach felt so tight it was like she was on the constant verge of exploding. She had only touched herself a few times before, but had never reached a peak this high by herself. Never felt like she would fall from the sky like a shooting star and burn in the atmosphere.

Rarity pouted and purred as though she had been challenged. "Really, now? That just won't do."

As Rarity leaned toward her once again, Starla found herself meeting her halfway, parting her lips to receive the other unicorn's tongue in her mouth.

If it weren't for the firm grasp around her horn, she would be able to press deeper into the kiss. Starla groaned in frustration, earning a vindictive chuckle from the other mare and felt her lips curve up into a smile. Rarity knew that Starla wanted more and purposely drew farther and farther away out of her reach until they broke their kiss yet again. This time she took her hoof away as well.

Starla groaned as Rarity poked her tongue out to slowly and tortuously lick those full luscious lips of hers, mixing both of their saliva to draw into her mouth and swallowed it as though it was a sweet honey.

"Pl...please, Miss Rarity...could I...could I have some more...?" Starla begged as her foggy mind burned without that sensation against her lips and her tongue. Without realizing it her hips slowly humped the air, grinding desperately to coax the other pony for relief.

"You want more? Hmmmm..." Rarity put on a coy smile and pretended to give it some thought. She leaned closer but unfortunately remained just out of Starla's reach, dragging her wet hoof down the center of the girl's barrel, along her chest and stomach stopping just above the waist. "How about a deal, then. I'll give you what you want if you do the same for me. If you tell me everything that brought you into my web"

"Y-yes...please..." Starla begged. Her mind was hazy and her body was screaming for release. It was a maddening, burning need of a salve in the form of the other unicorn's gentle touches. She was elated at the mere hope that she could get what she so desperately desired. "...I'll do anything!"

"Mmmm." Rarity smiled more affectionately as she viewed the girl's response with approval. "If you ask so cutely like that, how can I resist?" The mare quickly leaned in and pecked Starla lightly on the cheek before quickly moving her head lower and lower to her hindquarters, leaving a trail of soft kisses along the way, darting her tongue out to taste the wetness left along Starla's coat by her hoof just a moment ago.

Starla's lip quivered and she closed her eyes, caught in frantic anticipation as she felt Rarity's light kisses go lower and lower, nearer and nearer to the source of madness that kept her locked in terrible pleasure. She gulped until finally her jailer reached her destination.

Taking immediately to task, Rarity found her prisoner's nub and nipped at it, causing Starla to let out shrieks of passion. She then wrapped her lips around it and sucked and flicked her tongue with relentless force until finally, miraculously, gloriously announced with a loud and shrill scream, Starla's body quaked and quivered, then gushed and covered the floor in a small pool of her clear juices.

Rarity slurped at the dripping wetness that had drenched her face and mane, wearing it proudly as a sign of her unquestionable skill. Such a victory called for a celebration as well as a reward. "Finish me off, my love." Rarity asked in a husky manner. Looking back over her shoulder, she exchanged a series of open-mouthed but tongueless kisses as her husband's pace began to speed up. He let go of Starla's horn to grasp his wife's hips with both hands, dropping the other unicorn to the floor onto her haunches as she tiredly slid down the wall.

Rarity gasped and broke their kissing and lowered herself to allow Spike a better angle to thrust down into her. With her ass pointed upward, the pony was continually pushed forward from each and every thrust and heavy piston until she was pressing her head onto Starla's stomach.

Starla watched in silence, feeling the matted mane of her teacher grind against her body, her cheek squished and tongue hanging out the side of her mouth. Every part of her ached from exhaustion. As Rarity began to scream wildly from every heavy thrust while still on top of her, Starla fell into unconsciousness.

Author's Note: Seriously, guys? 16,800+ views? You're ridiculous.

I actually had a lot of fun writing this chapter and just couldn't stop. Now I'm sleepy. Time to get back to work on my non-sexy stories.