The bell jangled. Rarity looked up, delighted to have a customer so early; while the Canterlot branch of her boutique was, of course, the height of desirability, she rarely had many customers before noon. Nobility tended to sleep in, and while they were happy for their servants to take care of the mundane necessities, shopping for a new dress was a social occasion in itself. Even though the morning had been quiet, there was such a thing as standards, and so she wore a clinging violet gown that shimmered darkly with every movement. She looked stunning, and she knew it.

"May I help... oh. It's, ah, you. Welcome." Rarity's cheeks heated, violently, and she felt a stirring between her thighs that was most unladylike. The embarrassment, and even the guilt, was almost as intoxicating as the arousal. She knew she shouldn't have these feelings for the mare lingering in the doorway, a knowing smile on her lips, but one never knew where lightning might strike... and she had always had a thing for older mares.

"Good morning, Rarity," said Twilight Velvet, stepping into the shop and letting the door close behind her. She wore a light yellow summer dress, the upper portion cut tightly to her full, mature figure, while below the waist the skirt belled outwards, as was the current fashion. It was simply fate that the look suited her body so, flattering those large, soft breasts and shrinking her waist, while positively inviting one to speculate about the derriere beneath the skirt's expansive ruffles...

Rarity recovered her wits, crushing any hint of a stammer with absolute ruthlessness. "My dear, it's always such a pleasure to see you. Come in, do; make yourself at home. I'm certain I can persuade you to take home a new piece today. I have several that will flatter you quite delightfully... though looking even better than you do now would be quite the task for any pony to achieve."

"You flatter me disgracefully already, Rarity," Twilight Velvet scolded gently, without offence.

Her cheeks were hot, Rarity knew, and she wished for a moment that she'd put on more makeup that morning to camouflage it. Was this a purely companionable visit, or was this one of the... more special visits? "Might I fetch you some tea?" she asked, then, as her voice threatened to waver once more, she heard herself add with a hint of longing she couldn't quite suppress, "I've some delightful emerald fabric I could show you."

"That sounds lovely, Rarity. I'd like to see it."

Keeping her smile in place when the rest of her wasn't quite ready to support it was an old, old trick for Rarity by now. Covering her vivid flash of disappointment, she swallowed imperceptibly, then replied, "Of course. I shall bring some down directly once I put on the tea."

"Or..." Twilight Velvet added, pausing with a finger on her lower lip, "I might actually prefer something more crimson."

A giddy rush of arousal made Rarity's heart beat faster. "I - would be delighted to offer you anything you'd desire."

Twilight Velvet approached, the lowest layers of her skirt sweeping across the floor lightly behind her, and she paused in front of Rarity. Then, with a movement so fast it was a blur, she slapped her across the face. "I'm sorry, Rarity, could you repeat that? I may have misheard."

The echo of Velvet's slap burned across Rarity's cheek like fire, kindling a matching surge of heat that flashed through her body, stiffening her nipples to jut through the delicate silk of her bodice. Her voice throatier, lower, she replied, "I am sorry, my Lady. I would be delighted if you took anything you want. Forcefully."

"I want you to expose your merchandise to me, Rarity. I'd like that very much." Velvet's words were soft and pleasant, but there was a gleam in her eye that Rarity had learned to love and dread in equal measure over the past few weeks.

"I - yes, my Lady." Her gaze flicked towards the door, and she asked with a subtle shiver, "May I lock the door while I tend to you?" There weren't many customers in the morning, but that didn't mean none.

"No, I don't think so. You wouldn't want to miss out on a customer. You'd better get behind your counter, just in case one comes in. On your knees. And show me the merchandise I have requested."

Rarity's eyes were wide, hazed with fear. She couldn't allow herself to be caught doing this! The scandal could ruin her! Which was terrible enough without imagining what Twilight would do if she ever learned of all this...

She simply had to refuse. She had to. Their affair was glorious, and terrifying, and it had brought her some of the most intense experiences she'd ever had, but it couldn't be allowed to threaten all she'd worked for. All those thoughts passed through her mind, and so she stepped back behind the counter, dropped to her knees, and pulled down her bodice.

Her breasts spilled out, full and soft, capped with diamond-hard nipples. Gripping the waist of her skirt, Rarity wriggled it up her legs and over the rounded curves of her ass, baring her neatly trimmed sex and complete lack of underwear. Spreading her thighs wide, her rapid breathing sending subtle quivers through her unsupported bosom, she whispered, "As you wish, my Lady."

Twilight Velvet smiled. It was a wonderful smile, warm and intimate, touched with a playful wickedness that had captured Rarity's heart the first moment she saw it. "That's very good. If you hadn't done that, I couldn't have shared how special my outfit is." Stepping behind the counter with Rarity, hidden from the waist down, she unfastened the buttons holding her skirt together. The layers separated with drifting slowness, partially braced by the delicate wickerwork that held the bell of the skirt out from her body, all of it tumbling slowly to the floor.

"This trend really is quite useful," Twilight Velvet said, somewhere above her, but Rarity only had eyes for one thing. A glistening strap-on jutted from a web of straps around her sex, glimpses of Velvet's bare pussy visible as she moved. "Oh, but I see I've got your attention already. Rarity, dear?"

Rarity swallowed as the older mare's hand curled around her throat, pulling her upwards and forwards. Her pulse pounding in her ears, she heard Velvet's voice as if it was purred directly into her ear. "Suck my cock, won't you?"

"Yes - yes, my Lady," groaned Rarity, nodding shakily. "I will-"

She got no further. Velvet's hand shifted to grip her immaculately coiffured mane and yanked her towards the strap-on, thrusting the slick, rubbery cock between Rarity's soft lips.

"Mmmhmf," Rarity hummed worshipfully, her eyes unfocused and half closed. Sucking her cheeks inwards a little, she turned her head, letting Velvet see the outline of the thick sex toy filling her mouth. Velvet's grip on her hair tugged her back and forth, and Rarity was only too happy to obey, her pink tongue dancing over the shiny, lubricated shaft. She let herself get lost in the moment, her own sex tingling and throbbing with arousal, a heady scent of feminine lust perfuming the air as she began to squeeze her bare breasts together.

"You do so love having a cock in your mouth, don't you Rarity? There's nothing you seem to delight in quite as much. Lean up a little, dear, wrap those tits of yours around it and fuck it. Do try not to be seen."

Rarity couldn't resist, couldn't help herself. Grasping her breasts, she rose on her knees and pushed them together around Velvet's cock, sliding up and down forcefully and groaning in delight as she felt the lubricated wetness begin to smear over her soft cleavage. "Yes... yes, my Lady, I adore having a cock in my mouth, especially yours! I feel so gloriously dirty and soiled when you force me to fuck your cock with my tits, my Lady!" The top of her head was level with the counter on every up-stroke, bringing her perilously close to being exposed to anypony that happened to open the door, and she could barely persuade herself to care. "Oh, use me, my Lady! Please!"

Twilight Velvet stretched one leg forward, pressing against Rarity's soaked, glistening lips. "Hump my leg like a little bitch, Rarity dearest. You could be caught at any moment, by anypony in town. They'd see what a depraved, eager slut you are for me, how desperate you are to be degraded and despoiled. That's what you'd like, isn't it?"

"Yes, my Lady!" gasped Rarity. "I want them to see me despoiled! Panting! Drooling for your cock between my thighs! I will do anything, anything, if only you will fuck me!" She ground her body desperately against Velvet's, pinching and twisting her own nipples. Ducking her head, she began sucking and licking the tip of the dominant mare's cock each time it emerged from between her pillowy tits. She humped Velvet's leg as she was bidden, feeling the unbearable shame of her position transmuted to something hotter and more intense than the fires of the sun.

"You are despoiled, Rarity. You didn't even protest what I told you to do, because deep down, the fear of being caught makes it hotter for you, doesn't it. You want to be witnessed."

Rarity's eyes flicked up to Twilight Velvet's, the older mare looking down at her with a lustful smile, lips half-pouting. Rarity's own dress was a mess, crumpled up around her waist. Her tits were smeared with lubricant, her lipstick smudged, drool marking her chin where she'd slobbered over the cock that plunged in and out of her eager mouth. Her hips bucked uncontrollably against Velvet's leg, grinding her pussy up and down, unable to stop even if she wanted to, and as the full knowledge of what she looked like sank in, reflected in Velvet's eyes, she felt the first tremors of her orgasm shuddering through her.

"Y-yes! Yes! I'm addicted to your cock, and I want - want everypony to know!" Rarity gasped out, swelling thunder crashing through her body. High-pitched cries forced their way from her lips, but she muffled them around Velvet's cock, sucking it deeply into her mouth and holding it there until black sparkles twinkled around the edges of her vision. Only then did she pull back, the shaft coming free of her lips with a pop, and she dazedly wiped her lips, shivering with aftershocks.

The door lock clicked; a small, incredibly distinct sound. Rarity froze.

Twilight Velvet rested a hand on Rarity's head, and looked over the counter. "Well, I'd consider that proof enough, wouldn't you, darling?"

"I couldn't believe it, but - yes! You were right, and I'm sorry I doubted you, mom."

A very small noise escaped Rarity, locked in place by the familiar sound of the other pony's voice. No. No. It couldn't be.

Twilight Sparkle strolled around the edge of the counter, squeezing her mother's arm affectionately. She was as neat as ever, smiling, wearing a loose blouse and a little purple sweater vest over the top of it. Oh, and she, too, wore a strap-on that jutted out from her bare sex.

Linking fingers with Twilight, Velvet said warmly, "Well, Rarity? Are you ready to get fucked by my daughter and I?"

"I'd really like that very much," contributed Twilight, bashfully. "I've been so envious. Say yes, won't you? Please?"

Rarity swallowed, a distinct spasm of her tingling cunt sending a shock through her. Her voice slightly hoarse, aware that events had completely carried her away now and there was nothing left but to ride the tide, she breathed, "Yes."

Author's Note

I can completely believe in Rarity having a relationship with Twilight Velvet. If this had been a longer piece, I think I'd have held off on Twilight's foreknowledge and built it around the moment she found out about her mother's affair. Still, as a short and unapologetically smut-driven piece, I do like the way this shook out.

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