Nail Polish

by CaptainExtremis

Rating: mature
Tags: Slice of Life, Human, Anthro, Original Character, Porn, My Little Pony: Friendship is Magic, Fetish, Rarity, Romance, Sex, Profanity
Length: 12672

The local human in Ponyville shows up at Rarity's boutique for tea and gossip; it takes a turn for the personal in a damn hurry.

When reports came in of some unknown creature found in Vanhoofer, the general populace couldn't believe it. Many of them refused to believe. Then more reports came in; they were appearing all over the country.

That was when the ponies who were still holding out had no choice but to believe.

They stood on two legs, like ponies. They called themselves "humans" from a place called "Earth." The magical anomalies that were dropping them in Equestria were untraceable and unstoppable, but those humans who did find themselves in Equestria were accepted and welcomed.

Levi Sharpe is one of them, and also a friend of Rarity; they share tea, ideas, and gossip, and more that's better left behind closed doors.

Kinks: Footjob, foot worship, lovey-dovey sex

Image originally made by Cyborg-Steve on dA, Derpibooru, and FA.

Published 2020-02-14 17:00:02 UTC
Last updated 2020-02-14 17:00:02 UTC

You Should See What the Other Guy's Into

Author's Note

I am shocked and appalled at the lack of Rarity-centric foot fetish material on this site, and yet again, I have to be the change I want to see in this world. Anyway, I don't know how to write smut; no dignity, no beta, we die like men. I blame my limited time window.

💖💖Happy Singles Awareness Day!!!💖💖

You Should See What the Other Guy's Into

Cross-stitches, hatching, hold the fabric firm. Rarity gently pushed the linen forward and her sewing machine did the rest, puncturing and holding the fabric together. She kept at it, rotating the strip of sky-blue cloth until each side had stitches in it and she levitated it and the dress it was attached to up and rotated it around to get a better look. The whole thing was every shade of blue imaginable, and Rarity was working on long bands of linen that were meant to wrap around the flounce from one point directly under the front of the bodice to the back, giving it a regal, fairytale look. She looked it over once, twice, three times, nodded, and laid the dress back down on her drafting table. "Excellent, now to just..." She trailed off as she sent her magic aura over to a receptacle several feet away and reached in with invisible hands and pulled out a dozen ginnonite gems. They were shiny, as one would expect, but came in several shades of blue and violet and were twisted around a center point to look like violent, fiery stars. She went and placed each one in predetermined holes in the bodice of the dress; they descended from the shoulders like suspender straps (but without any actual straps in place), and Rarity made sure they were arranged in order of least to most saturated with color, from deep blue to dull purple. She took a step back and couldn't help but smile and mentally pat herself on the back. "Well! I think I've outdone myself this time," she sighed. "Alright, arrangement done. Now I simply have to-"

She was shaken from her stream of concentration by the sound of bells from the front entrance. Rarity swiveled her head around with surprise and pursed her lips. "Oh, dear," she murmured as she exited her designing room, "I suppose I'll have to put my next touch on the dress on the back burner for a moment." She walked out of her mini-studio and into the main room, ponnequins, mirrors, and dress racks strewn about after another long day. As she walked out, she recited, "Hello, darling, welcome to the Carousel Boutique, how can I...oh, Levi, it's just you, thank heavens! It was getting to the point in the day where saying that over and over was starting to wear on me."

Standing in the open doorway was a slender human man wearing pressed tan slacks, a white polo shirt, and a blazer. He didn't look very remarkable aside from that and his fiery red hair and the very light scruff on his chin and upper lip. It certainly wasn't unkempt and made him look uncanny; if he was a pony, he could have easily been mistaken for a Canterlot charmer, picking up mares left and right with so much as a raised eyebrow and a wink.

He smiled gently as he closed the doors behind him and said, "Hello, Rarity! Don't you worry, it's just little ol' me. Busy day?"

"Oh, darling, you would not believe," she threw both her hands out to the sides for emphasis, "what I have had to put up with today. And here I am without the tea ready! Either I lost track of time or you came over early." She turned around and quickly made her way back toward the kitchen to grab a kettle and the earl grey she kept stocked for her and Levi.

"Well, you shouldn't ask me, then. I didn't check the clock before I left." He made his way into the main room proper, toward a velvet red and purple couch by the right wall. He paused and glanced back, and added, "You need help with the tea?"

"Hm? Oh, of course not, darling! You go sit down," she called back before she disappeared through a doorway and into the kitchen. Levi rolled his eyes and sat down on the couch.

As befitting a human, he wasn't native to Equestria. A lot of other people weren't; humans started popping up around three weeks ago, all from Earth. From what he'd heard, the first one to appear in Vanhoofer made quite the fuss. Most ponies immediately latched onto the interdimensional traveler and loved her to death. However, ponies from different cities didn't believe there was a new species in Equestria until a few more cases of humans spontaneously poofing into existence were reported in Manehattan, the Crystal Empire, and on the other side of the continent in Fillydelphia. Levi himself was one of the two humans who had appeared in or close by Ponyville and chosen to remain there. In actuality, there were about seven people who could say they hailed from Ponyville, but all of them except him and another fellow named Cadell left for one reason or another. This was nothing to say how he managed to befriend Rarity, of all ponies.

A couple minutes after he sat down, Rarity came back out and sat down with him. "The tea should be ready very soon, Levi. Until then...how was your day?"

"Oh, you know," he replied. "It was a day."

Rarity couldn't help but grin at him. "Still having trouble with your 'masterpiece,' darling?"

Levi rolled his eyes. Before Equestria, he'd been a painter living in an apartment in Rockford, Illinois, making a living selling paintings, both physical and digital. And that was the odd thing about all the humans that had appeared in Equestria: they were all more creatively-inclined individuals, people that had a harder time making ends meet back home simply because artistic ventures in society were so hit-or-miss. He'd been attempting to make something that would at least allow him to get into a local paper, maybe secure rent for a couple months without much worry, and that obsession had carried over to his new home, albeit he wasn't in a rush for money, just for "bragging rights," for want of a better term. "Not all my off-days aren't because I'm trying to keep my creative juices flowing, Rarity," he retorted.

"But I am right, aren't I?"

"...Yes." Levi lowered his gaze and looked off to the side. He cleared his throat and quickly changed the subject. "Sounded like your day wasn't any better, though."

"Oh, you are absolutely correct!" Rarity exclaimed. "First, I get swamped with orders within two hours of opening the boutique. Normally, that wouldn't be terrible, it is my business and all, but I still have several orders to fill from last night that I could not possibly get to until today!" Rarity huffed to shake some loose hair out of her face and continued, "But that's fine, I've managed with Sweetie Belle running around the store and trying to 'help' me by cutting fabric that was still in storage. But then...then...!" She made a disgusted noise. "Then Cotton Cobalt comes in. Do you know what he requested?"

Levi pursed his lips and smiled impishly. "What?"

Rarity breathed in and began, "He-" but she paused and the cause became apparent to Levi a couple seconds later; the tea kettle was going off. "Oh, for goodness' sake, that would happen." She turned back to Levi and stood up with an added, "Sorry, Levi, can you give me a moment?"

"No, go ahead. Your tea is worth waiting for and hearing the latest who's-who makes it taste even better," he said with a wink.

Rarity smiled. "I'll be right back," she said as she left the room.

"The anticipation is killing me."

Levi heard her chuckle to herself and was left in silence once more, at least for a couple minutes. Opalescence sauntered her way into the room from the kitchen and hopped up onto the sofa. Levi smiled gently and extended his hand; Opal allowed herself to be pet once before she stood back up, turned around, and jumped up onto the back of the sofa where she couldn't be reached easily. Levi rolled his eyes and leaned back against the sofa as he continued to wait.

Rarity came back with the kettle in hand and two teacups with saucers held in her magic aura. In one graceful, fluid motion, she sidled around the couch, sat down, and set the cups on the table in front of them. She poured Levi's cup first and then gave herself some. Levi smiled and gave her a polite "thanks" as he brought the cup up to his lips and took a small sip. Still hot and slightly bitter thanks to being earl grey tea only in name. Bergamot oranges didn't exist in Equestria, for reasons only the divine would know; they used grapefruit rind instead. "As I was saying," Rarity explained, "Cotton Cobalt comes in. Oh, Cotton Cobalt."

"What'd he do, insult the type of cashmere you were using?" Levi asked half-jokingly. To say he was fond of Rarity was...a bit of an understatement. Ever since his second visit, he'd slowly become less interested in the tea, the talk, and the break from his artistic pursuits and stayed more for the subtle bounce in her mane when she moved, the way her lashes fluttered when she blinked, her gorgeous smile...it was like a cancer of the mind, slowly spreading until he couldn't think of much else on some nights.

"No, but if he did, you can be certain there would be a brand-new crater on the moon," she quipped. "He actually did something worse."

Levi leaned forward a bit and muttered, "Ooh, now this I gotta hear."

"Mister Cotton Cobalt, may his name forever be cursed, put in an order for his fiance, a new dress for The Grand Galloping Gala. It sounded simple, he told me not to add much decoration to the flounce for freedom of movement, embroider the shoulders, promised a few extra bits if I would design shoulder-length gloves to match," she explained. "But then...then he described what colors he wanted me to use." Levi was grinning the more she talked, hanging on every word. "He. Wanted me. To feature olive-green and maroon red most prominently! And I nearly fainted on the spot! As soon as the words left his mouth, I saw what it was going to look like, and it looked like a travesty! Oh Celestia, you can never, under any circumstances, put olive-green and red together! They look horrid! Ghastly! It is a crime! Against! Fashion!"

"To be fair, green is a hard color to work with, especially lighter shades," Levi pointed out.

"See you understand that, but some ponies, like Cotton Cobalt, do not!" Rarity exclaimed again. "Every bolt of fabric used must work in conjunction! Every color must be planned out during the drafting process! Every-" She was cut off as he voice became raspy and she descend into a small coughing fit. Levi gritted his teeth and reached out to place a hand on her shoulder, but Rarity gently waved it away. "Oh, dear," she coughed again. "Maybe I'm...going a bit, erm...overboard"

Levi's eyes widened and he then relaxed back into the couch as his expression changed into suspicion. "You? Over-exaggerating? No," he said sarcastically. When Rarity glared up at him, he just grinned back.

"All right, 'life coach,' how was your day?" she asked as she lifted her cup to her lips.

Levi huffed. "The more things change, the more they stay the same. I got..." He trailed off as he looked back at Rarity and noticed something was...different about her; her nails. She either applied a transparent pearl gloss, indigo, or violet polish to them, but today, it seemed, she had chosen a vibrant ruby red. Normally, he wouldn't consider it a big deal, perhaps just spicing up her day in a small way, except for the fact that he knew she didn't like to use red, especially a highly saturated red, all that often, either in her dresses or in her own wardrobe.

And red also happened to be his favorite color.

"Something wrong, darling?" Rarity's question shook all the curious thoughts from Levi's head and brought him back down to Earth. Or Equestria, in this case. If she was trying to hint at something, nail polish wasn't the way to do it; the signal wasn't strong enough. This was totally just coincidence.

Levi cleared his throat and hastily lied, "Sorry, forgot where I was going for a second." Rarity seemed to buy it, as she made a small shrug and took another sip of tea. "Anyway, I got a commission today."

Rarity made a small grunt in her throat to state her approval, as her lips were still curled around the rim of the teacup for a couple seconds until she finished her drink and put it down. "Well, that's fantastic, Levi! Who was it? What did they want from you?"

He sucked in a nervous breath through his teeth. "Yeeeah, I think it was Lyra, right? Lyra came in, said she wanted to commission me," Levi continued, "I think, 'Okay, fine,' ask her what she wants." He pursed his lips and shook his head repeatedly and looked back at Rarity.

She caught on pretty quick. "Did she, erm...want to purchase a more, shall we say...risque piece of art, then?" she asked.

"Yeah," Levi nodded. "But...but damn, she's kinky! She said she wanted a couple pin-up pieces, even wanted one starring Bon Bon. I said, 'Alright, anything or anypony else specifically in mind, or do you want me flexing my creative muscles?'" He sighed and paused for a moment. "Without missing a beat, she just started listing off...a bunch of nasty shit. Like, shit I wouldn't touch with a forty-foot pole, that kind of shit."

"Goodness." Rarity took another sip of tea. "That does sound extreme. What did you do, if you don't mind my asking?"

"I told her I'd take the job." Rarity's eyes bulged a bit, but Levi held up a finger. "Hold on...I'm, taking the job, but I'm only doing the ponies she told me to draw in classic pin-up poses, and I'm not finishing it and I'm not adding any of the...ugh, fetish material she mentioned." Levi hated saying that word. "I'm just gonna give her what I have when she comes to collect and give her the full refund on top of it, since the commission's not gonna be complete. I want this out of my hair, God."

He looked up at Rarity, still holding her cup and saucer and staring at him wide-eyed. He was afraid he'd broken her for a moment before she blinked and sighed. "Well," she said. "Lyra Heartstrings, the most laid-back pony I've ever met. Who would have thought?"

"You and me both," Levi said. He sighed and brushed some loose hair out of his face and quickly changed the subject. "On a lighter note, you remember that convention in Fillydelphia I mentioned a couple months ago?"

"The 'Variety Alliance of Intellectual Networks?'"

"Yeah. I went, and yeah, there were a lot of other celebs around, so-called 'avant garde' types. But you'll never guess who I met."

Rarity tilted her head quizzically. "Who?"

Levi grinned and, butchering an Austrian accent, said, "Her, Photo Finish..."

Rarity gasped and her jaw dropped. "You didn't!"

"Oh, but I did," he said with a devious grin. "Normally, she wouldn't have given me the time of day, but you remember Leslie Cutter?"

"Long, blonde hair, angular face...dreadful sense of fashion?" Rarity asked.

"Yep, that's her. Though, what makes you say she had a horrible fashion sense?"

She gagged. "Halter tops? With those ugly silver platform shoes she always wore? Every time I saw her, I wanted to choke myself. I'm happy she left," Rarity explained.

Levi chuckled to himself before he continued, "Yeah, well, guess what? Photo caught her and her now-ex in bed together. The ex said the more he thought about it, the more he realized ponies weren't for him." He paused and glanced around as if checking for someone else in the same room before he leaned over and whispered, "I think he couldn't handle Photo's, shall we say...eccentricity?"

Rarity smirked at him from just over the rim of her teacup. "Levi, I'm the last pony who should talk about Photo Finish that way, but calling her 'eccentric' is being very generous."

"Our little secret." Levi punctuated his statement with a grin and a wink, which got Rarity to giggle.

They continued to talk, Rarity pouring cup after cup of tea and piece after piece of the newest rumors; who was the newest in the circle of the Canterlot elite, who'd tripped up on the road to stardom, bits and bobs and things that sounded like they'd only be useful for winning Trivia Trot until Rarity glanced up at the clock on the wall. "Oh, goodness me, it's nearly seven'o'clock!"

Levi turned to look as well and shrugged. "Huh. We're short a couple hours."

Rarity looked over to him and gave him an unamused glare. "It was one time, Levi, and it isn't like we had anything more important to do that night."

"Speak for yourself," he quipped back.

"Well, Levi, if you don't have to be anywhere, I was wondering..." She trailed off, and Levi almost immediately snapped to attention. Her tone of voice betrayed there was something important she wanted to say, and any kind of favor he could curry with her was a favor he was going to take. "...if you'd be willing to help with an upcoming event."

Levi quirked an eyebrow and leaned forward, resting his elbow on his leg and his head in his hand. "...Explain."

"I am so glad you asked, darling," Rarity said as she flipped her hair out of her face. "You see, I recently had a journalist contact me, named 'Paperback.' He's working on an article for Gallopio Armani, specifically for new summer fashions."

Levi was silent for a moment, his hands clasped and covering his mouth. "And this affects me how?"

"Well, I was wondering if I could...commission you," Rarity said. "Would you be willing to paint a picture of me modeling one of my newest dresses that I could submit to Paperback? I mean, Gallopio Armani is only the most prestigious clothier this side of Equestria, and I want to have something that stands out from the rest of the crowd instead of a simple photograph. There are, no doubt, hundreds of other designers sending in their work, but I know they are only using photos. I want something unique! It's simply a must, really!"

Levi was still silent for a moment before he asked quietly, "Okay, but...we're not talking...swimsuits, are we?"

It took Rarity a moment to process what he said, but when she did, she giggled and placed a hand over her mouth. "Oh, heavens, no!" she exclaimed. "Just a knee-length dress and a summer hat. Swimwear is not my forte." She recomposed herself and adjusted her hair by sliding a hand through it to get it back into position. "I can pay you quite handsomely, and besides...if the designs do get through to the magazine, I imagine you'll be getting much more attention."

Levi furrowed his brow and lowered his head, but in actuality, he didn't really need to pretend he was in deep thought; that decision was already made for him by his subconscious mind. He was thinking more about what kind of piece to do, and how to talk Rarity out of paying him too much. He knew getting a check from her was like getting a stipend from the royal treasury, and while he may not have been rich, he didn't need so many bits that he could melt half of them down into a solid gold brush and still have enough for taxes. Levi stood up, maybe a bit more rigidly than he wanted to, and looked down at Rarity.

"I'll...get my supplies."

Levi wasn't sure how he got so winded. Or more accurately, he wasn't sure at which point he started running. All he remembered was walking out of Carousel Boutique and toward his house, arriving at said house, finding his paint, brushes, easel and a canvas, and returning to the boutique, but when he arrived, he found himself out of breath and slowing down as he approached the door. Before he pushed it open, he quickly shuffled his hands to keep a steady grip on everything.

The boutique was now dimly lit to denote it was closed, sunlight barely filtering in through the trees. Something about it looked, or perhaps felt almost....ethereal. Levi stared at the windows in the main studio for another moment before he felt something brush up against his leg, and he quickly glanced down. He relaxed when he recognized who it was.

"Hey, Opal."

"Mrow."

"Yeah, thanks." Levi couldn't actually speak cat, but he was assuming that translated to "good luck." Of course, that still meant he had to find...

"Levi, is that you, dear?" came Rarity's voice from behind a closed door to his left. Levi looked back up and recognized it as the entrance to Rarity's private studio.

"Uh...yeah! Are you still dressing?"

"Of course not!" she called. "I'm ready and waiting!"

Levi nodded once and made his way toward the door. Deep down, knowing she wasn't going to be doing any modeling in a bikini was a relief; little to no chance of getting overly distracted. But still...

She would have looked really good in one.

He pushed the next door open, revealing a rather small room that normally only had her drafting table, a small window well above eye level, and a corkboard with dozens of thumbtacks in it. All of that had been pushed off to the side if it wasn't there already, which left a simple leather chair sitting under the window, and in that chair was Rarity, wearing a pale yellow summer dress that came down to just above the knee with a matching wide-brimmed bonnet. She'd even gone so far as to fashion a paper-thin feather out of topaz and stick it snugly into the ribbon that wrapped around the base of the crown. "Well?" Rarity's voice broke him out of taking his time looking over the dress. "What do you think, darling?"

Truth be told, Levi wasn't all that blown away when he first saw the outfit itself; it was well-made and looked striking, no doubt, but he didn't suddenly feel his throat clench and his heart skip a beat until he noticed Rarity's footwear. Or instead, the lack thereof. She didn't have any shoes on, revealing the graceful arches of each foot, but more importantly than that, they revealed the nail polish she had put down there as well.

Bright ruby red.

"It's..." Levi felt his breath die in his throat and he nearly choked, but quickly disguised it as a cough. "...Sorry. It looks...uh...better th-than I...imagined." He quickly put down his supplies before his arms got too shaky, and Rarity regarded him with a look of concern. Levi was too preoccupied with setting up the easel and canvas, though, as well as keeping his eyes off her and mentally starting to regret taking her up on the offer. If he had known she didn't have any shoes, he wouldn't have accepted her terms so quickly. Although...she did say she was going to be wearing a sunhat and dress. There was nothing in her statement about shoes at all.

Damn her and her exact words.

Rarity stared at him for a moment, blinked a couple times, and then moaned, "Oh, no! Does...does that mean this outfit looks...that dreadful...?"

"Wha...? No!" Levi blurted out. "You look great!" It only took a second for him to register what came out before he corrected, "It looks great." Rarity glanced up at him and went silent, inspecting him closely. Levi, in turn, went completely stiff and kept his eyes locked on hers, despite his instinct telling him to look away. He coughed into his fist again and quickly changed the subject. "Uh, which side is your good side?" he asked as he set down his supplies and quickly set up his easel.

"Hmm? Oh!" Rarity quickly adjusted herself so that she was sitting cross-legged and both hands grabbing her right knee. She even angled her head downward slightly to give Levi a coy look. He bit his lip as discreetly as he could when he felt a spark flare to life in his stomach. "Well, Levi, I would like to say every side is my good side...but how's this?"

He found his throat incredibly dry, so Levi swallowed and only gave Rarity the okay sign. He looked over at her drafting table and pointed to the chair. "Mind if I use this...?" he asked.

"Of course not." He grabbed the back of the chair and pulled it over to the easel and sat down, while Rarity continued to get comfortable. When she had mostly settled down, Levi reached down and picked up a couple of soft pencils he used for drafting, especially for live subjects. He hadn't done many portraits, maybe three at least, but he knew the basics. And of course, the first basic rule was "Don't get distracted by the hot marshmallow unicorn." This may or may not have been a rule he made up on the spot, but it was already proving more difficult than expected.

"Levi, darling?"

Levi pulled himself out of his flow when he heard his name. Somehow, he'd gone through his initial sketch and had the layout for the picture he needed. Now he just needed to get the base colors down, shade, and add details as needed. Still, he turned his head to give Rarity his full attention. "How long do you imagine this will take?" Rarity continued. "I don't mean to rush you, not at all, but a lady does need her beauty sleep, you know."

"Um..." Levi rolled his his eyes up in thought, and it served a double purpose of not looking directly at her and risk staring too long. "I...can't finish this in one night, obviously, but I should be able to, um, make some good progress. Probably...probably won't take me, uh, any longer than four...four hours, maybe...?" he answered.

Rarity tilted her head quizzically and asked, "...Are you alright, dear? You look pale." Rarity paused a moment and added, "Or is the lighting simply playing tricks on me?"

Levi swallowed hard and returned his focus to the canvas. "...Yeah. Yeah, that sounds about right to me."

He dipped his brush into the blue paint, dropped a dollop onto his palette, rinsed the brush in the water bottle he brought, and proceeded to do the same with a bit of black paint. He mixed them together, then added a bit more black to make it darker, and began to stroke the canvas to fill in the back walls of the studio. He kept shifting his focus from his canvas back to Rarity, who had resumed her earlier position. He swallowed again; with the moonlight slowly creeping up her back, it looked like her whole body was glowing in angelic light. Forcing those thoughts out of his head, Levi continued to paint, brushstroke by brushstroke, layer by layer. Normally, he probably could have gone faster, much faster than the pace he worked at, but Rarity...

She was divine.

The dress was slowly growing on Levi, the way it hugged her chest and waist, the way it draped over her legs; more importantly, just the way she was looking at him. He knew it was only for a picture, but the way she angled her gaze, the way her mane covered up the outer part of her right eye, the way she smiled...it just kept setting off fireworks in his head. He wanted to tell her she looked positively radiant. He wanted to tell her he wanted her, he wanted her to be his if she'd have him in turn. Levi thought of a couple ways to try and broach the subject, maybe compliment the dress, maybe ask if she'd been with anyone else before. At one point, he even considered asking if he could inspect her nails before he promptly beat that thought to death and buried it in a shallow grave on the city limits. That was way too forward, so he kept his mouth shut instead. Levi found, however, that he felt his arms slowing down and his mind getting just a bit hazier so he decided to set his brush and palette down. "Okay," he announced. "I'm calling it a day."

The painting, as it was, was coming along nicely. He had the background filled in with all its base colors and had painted the window above Rarity's head and the moon peeking in. Stopping here wouldn't be a huge deal, lighting wasn't hard if you got the color and placement of the emitter right, but that wasn't what he had been focused on. Even for still being sketched in pencil, Levi could see what Rarity would look like painted in muted indigo and white, her sketch copied Rarity at a near one-to-one ratio. For a moment, he just stared at the painting for another moment before he realized he was Pygmalion, gazing at Galatea. Except unlike the old Greek myth of his home, this Galatea was here, with him. In fact, he hadn't even noticed her walk up right next to him and peer over his shoulder when he didn't move for a couple minutes. When Levi realized Rarity was practically snuggled up next to him on his right, he could feel the heat coming from his face and desperately tried to force it to stop.

"Levi, darling..." Rarity said, "I've seen so many of your finished pieces I could make my own gallery if I bought them all, but I must say, seeing the work in progress and being a part of it...my word, something about it feels so...intimate!"

Levi coughed and his eyes nearly bugged out of his head; why she had to choose "intimate" to describe working together, he didn't know, and asking would be a one-way ticket to embarrassment city. Instead, he just swallowed the lump in his throat and consciously focused on not making eye contact. "Yeah, I know it ain't much to look at yet, I...just hope the finished product looks good enough," he replied, hoping Rarity wouldn't notice him blushing and get the wrong idea. She wouldn't be wrong, though, and that was what made the situation even worse.

"Oh, nonsense! I love it so far! It's completely unlike any other advertisement for summer wear! You already have cold colors surrounding the dress, which I have full confidence you are going to do justice, plus the texture of the acrylic paint...And I truly don't mean to brag, but goodness, I look like I could give Fleur-de-Lis a run for her money! How did you do it...?"

"Years of practice, Rarity," Levi answered. He paused a moment and then muttered under his breath, "But you're already a work of art, anyway, so that helps." Silence reigned for a couple minutes. It left Levi feeling rather confused for a moment, but he continued to stare at the painting for a moment before he heard Rarity whisper something that made his blood freeze in his veins.

"...Did you just call me a work of art?"

It would seem that Levi had forgotten ponies' ears were more sensitive to sounds than a human's, and even his muttering was loud enough to catch. "Ah, shit," Levi muttered again. He didn't dare move his head, not even an inch. He kept his eyes glued to his painting as if it was his lifeline, and if he looked away his soul would be destroyed. The seconds ticked on, each one feeling like a year, and little by little, Levi's reluctance to look into Rarity's eyes for fear of what they held was being worn away by his curiosity. So, in spite of all good sense and judgement, Levi slowly turned his head to the right, inch by arduous inch, until he was gazing right into her eyes. The moonlight hid most of her left side, but he could see her expression clearly, but, instead of looking disgusted or even confused, he saw Rarity...smiling.

"Uh..."

"Levi, darling," she continued, staring disarmingly at him, "is there something you...would care to tell me...?"

"I..." Levi suddenly found it hard to talk, what with the lump that had spontaneously formed in his throat. "...I, uh...look i-it's not that...I mean you're, um...no wait, I meant...see, okay, it's a funny, uh, story, I, um..." His brain had been firing on all cylinders through sheer panic, and quickly snapped and decided to just get it over with, rationalizing spouting out the first thing that came to his mind would just be like ripping off a band-aid. "IthinkI'minlovewithyou."

As soon as he shut his mouth, Levi could feel the molten spaghetti tumbling out of his pockets and subsequently wondered how difficult it would be to commit seppuku with the bristles of a paintbrush. Rarity only stared at him like he had spontaneously grown two heads...for a minute. She just as quickly dropped the neutral expression for half-lidded eyes

"I knew it."

"What?"

"How long, darling?"

"...What?"

Rarity, despite being the epitome of class and sophistication, couldn't help but roll her eyes after she drew back from Levi to stand upright and cross her arms. "How long have you been pining for me, Levi?"

"Since..." He had to pause to swallow the lump in his throat. "Since my second visit...I think." Levi had a thousand other things to be ashamed of: he once stole twenty dollars out of his dad's wallet to buy a new game, he had lied about several of his abilities and accomplishments during three separate job interviews back on Earth, and then, of course, there was the whole debacle with Lyra he had mentioned earlier, but somehow, admitting his feelings made him want to curl up and die if it meant avoiding the consequences. After a moment, he lifted his head back up to look at Rarity, still standing over him and seemed to be regarding him with a wiry, sly smile. Levi found that his throat was uncomfortably dry and coughed into his elbow twice before he looked back up and said, "This, uh...this got real awkward real quick, I'll just...I'll just leave and finish this later..." Levi made to reach for his canvas, but he was quickly stopped by Rarity grabbing his shoulder, gently spinning him around to face her, and placing both her hands on each side of the base of his neck. "Wha—"

"Levi," she said, voice low and calm. One may even say it sounded quietly passionate. "I never said I was opposed to the idea, did I?"

It took awhile. Maybe not as long as two minutes, but it was mostly due to Levi's apprehension and the fact his logical side was second-guessing what he heard, but eventually he stammered out, "R...Really...?"

"Levi, darling," she began as she delicately readjusted her mane, "ever since I started inviting you over for tea, you've told me so much about your life that it would have been impossible not to see the similarities." Levi remained stock-still, and he nearly went into cardiac arrest when Rarity knelt down to eye-level and supported herself by leaning on his thighs, not breaking eye-contact. "I enjoy hearing about the new, strange projects you undertake, and you've always listened to my own so intently, and what few times I have recounted my more woeful tales—"

Before he realized it, Levi felt a laugh bubbling up from his gut. He tried valiantly to hold it in, but it came off as a stilted chortle that squeezed out between his closed lips. Rarity stopped short to glare at him for a moment.

"As I was saying...what few times I've recounted my more woeful tales, be they about me overworking myself or dealing with difficult customers, you've always lent a patient ear and more than a few witty quips to help put me at ease. And besides..." Rarity switched her position so that she was leaning her head into her right hand, and her eyes went half-lidded again. "Neither of us are getting any younger, now, are we?"

Levi remained in shocked silence for a moment before he stammered, "But...But...But you're, like, the Element of Generosity, and—"

"Oh, no, none of that, now," she piped up. Rarity straightened her posture and held out her index finger to silence Levi. "I won't hear you telling me you're suddenly 'not good enough' for me. You never treated me differently before now, when we were friends; I will not let you talk yourself into feeling inferior all of a sudden because you believe you have to uphold my image or reputation as an Element of Harmony. The only pony who's perception of you matters is mine, and knowing you, it won't change. No matter what."

He was about to respond, but Levi had to stop for a moment and consider her words when he realized she had said "'When we were friends.'" Damn. Levi hadn't expected her to get onboard that quick, considering he could barely believe this was happening himself; it all felt like the perfect dream. Levi leaned back in the swivel chair to think about that phrase and if he hadn't been in deep before, he sure was now. Finally, after a minute, he looked back down at Rarity, grinned, and replied, "Well, it won't change provided I buy you tulips, lilies, and orchids for Hearts and Hooves Day, right?"

Rarity paused for a moment, but eventually relaxed and went back to leaning on Levi's legs again, with a dreamy smile on her face. "Yes. And if you spend any less than eighty bits on the bouquet, you are, simply put, doing it wrong."

"Hah! I'll try to remember that."

"See that you do, darling."

They devolved into a comfortable silence, relegated to fondly gazing at each other, but like all good things, it didn't last.

In fact, it actually got better.

Strangely enough, before Levi even realized it, he had leaned forward and when Rarity noticed, she straightened up and leaned closer to him as well. It felt like, to both of them, time had slowed to a stop and sped up to faster-than-light at the exact same time until, bringing his hands up to cup Rarity's face, the two of them finally locked lips.

This was it. This was the kiss that all those stupid romance novels spent two whole pages describing in excruciating detail, and Levi understood. It really was everything they said it felt like; like fireworks going off in his brain, causing his forehead to feel numb and fuzzy, like he was pressing his mouth to silk with more substance behind it, and Rarity hummed quietly, contentedly, into his lips. The gentle vibrations sent sparks racing up and down Levi's spine and spurred him onward to greater acts of passion; slowly, he leaned forward and stood up, gently enough for Rarity to follow suit without breaking their kiss. Once they were both upright and still locked together, Levi lowered his left hand to trace the side of her neck, down over her torso until he wrapped his arm around her waist and pulled her in close. The heat between them flared up again and Rarity moaned into his mouth, louder than before. It was at that point he felt something poke his lips, and Levi had parted them before he even realized what was happening, but he allowed Rarity's tongue to explore to her heart's content all the same.

They broke after what could have been two minutes. It could have also easily been two hours, but no matter the time, the effect on both of them was intense and visible; Levi's cheeks and lower face were bright red, and Rarity had a similar blush showing from under her snow white fur. But they stood there, Levi's left arm hooked around her waist, Rarity's hands cupping his face, and both of them staring into each others' half-closed eyes. The silence lasted awhile, maybe longer than the kiss, but eventually Rarity tore her eyes away to look to the upper-right and a small smirk crossed her face, obviously thinking of something. Before Levi could ask what, though, she stepped away, Levi's arm unhooking from her even though separating from her now felt like the worst kind of torture imaginable. Rarity walked over to the door of her studio, paused, and turned back to Levi and said plainly, "I believe I've kept you waiting long enough."

It was at that point all the color drained from Levi's face. "Wait...s-seriously...?" he blanched.

Rarity only fixed him with a look that could only be described as more "cranked up charm and feminine wiles" than "cocky." "Follow me and find out," she purred as she extended her hand.

Doing his best to fight how much his throat was constricting (and the tight feeling in his pants), Levi took a couple tentative steps forward before he regained some confidence and took Rarity's hand as smoothly as he could. She giggled, turned, and led him out, back into the now-darkened Carousel Boutique, and the both of them quickly fell in lockstep beside each other as they walked back to the stairs that led up to Rarity's room.

The silence had, in such little time, gone from "comfortable and romantic" to "somewhat awkward." Especially considering it felt like everything had moved so damn fast. Levi found he couldn't meet Rarity's eyes for the first few seconds of the walk despite engaging in the filthiest session of hand-holding known to human or ponykind. He suddenly felt the all-consuming need to say something just to try and stave the silence away, and try as he might, there was something on his mind he wanted to ask. "So, uh...should I assume I'm your first..?" he asked sheepishly.

Rarity only fixed him with a look and replied, "Should I assume I'm yours...?"

Levi leaned away and sucked in breath through his teeth. She kind of had him there. "I mean, I had a girlfriend in high school, but that lasted all of three months before it burnt down," he stated.

"Hmm." Rarity puckered her lips and placed a thoughtful finger on her chin before she leaned in closely and asked, "May I pry for details...?"

That got Levi to loosen up a bit as they approached her room. "Under any other circumstances, I'd spill," he chuckled, "but knowing you, my name'll end up in some Friday tabloid." She giggled right back in response, and in no time, they had reached Rarity's room. She pushed the door open to reveal her chambers, dark and only light by dusky moonlight glittering down from the windows. Everything kept in order; probably not as orderly as Twilight's room (Levi didn't know, he'd never seen it), but considering Rarity's line of work and overall personality, it wasn't a surprise. Rarity herself quickly sashayed away from Levi's side, to the right, and hummed another little tune to herself as she disappeared behind the panels that hid most of her wardrobe. Levi stood frozen for a moment before he sauntered over to get a better look. Rarity was definitely behind them and changing into something, but Levi couldn't tell what. She had already neatly folded up the sundress, placed on an end table to the side of the wardrobe, and placed her hat on a nearby hat rack. He didn't get to take much in before a white arm poked out from behind the wooden panels and waggled an accusing finger. "Ah-ah-ah...! No peeking, Levi!"

"Me? Being a peeping Tom?" he replied with mock indignation. "Never! Especially if I already know the end result's worth waiting for."

That managed to get a high-pitched laugh out of her, her tone belying excitement and the fact she was incredibly flattered. Levi stepped back and folded his arms, content to wait, and thank the heavens above, he didn't wait long. "Alright, darling. All done!" Rarity's voice got him to focus on the wardrobe's panels again and he waited anxiously until after a minute of silence, he saw her stick her leg out from behind the panels. She was wearing lacy red stockings that ran from her upper thigh all the way down to her ankle and ended as stirrup socks. It was predictable. It was lingerie.

But, oh, it was the good lingerie.

She stepped out from behind the panels, revealing that lingerie came equipped with equally lacy panties, suspenders, bra, and forearm-length gloves. And boy, did that get Levi to freeze in place. Rarity only chuckled to herself when she saw his eyes almost pop out of his skull and took the opportunity to walk up and gently take his arm before gently pulling him along to her bed. Once there, she reclined gracefully and laid down on her back horizontally across the mattress, crossing her left leg over her right. Levi only sat down next to her. "Well, I certainly believe Sweetie Belle couldn't have chosen a better night to spend at a sleepover with her friends," Rarity said as she readjusted her mane. When she paused to look over at Levi, however, he wasn't so much as getting naked as he was nervously fiddling with the zipper on his pants, something Rarity took notice of immediately. "What's wrong, darling? Nervous?"

"Of course I am. I mean, I come over for tea, you hire me to paint a preview for a new lineup, I let slip I've had a thing for you for...God, months now, and you walk me up here, all in the span on one night. 'Nervous' would be an understatement."

"So am I correct to assume you don't want to do this, then?"

Levi raised his finger and opened his mouth, but just as quickly closed it. "...You are implying you wanted to get dicked down, right?"

"Yes, Levi! It's like I said, I think I've kept you waiting long enough." She paused, then pushed her self closer and continued, in a hushed voice, "I've kept us both waiting long enough. Does that answer your question?"

"Just needed to make sure." Levi felt himself grin again and he lightly rapped on his head with his knuckles. "You know me, my head's pretty thick; and I don't really know if I'm excited or nervous."

Rarity scoffed once and rested her hands behind her head and turned to face Levi. She smiled and said, "You should be excited. I've always wondered what you found so fascinating about my feet."

If Levi had still been drinking tea, he would have spit it all out, but nearly choking on his own saliva was a suitable (if not embarrassing) alternative. "H-how the hell could you have p-p-possibly known t-that...!?" he squeaked as he turned to stare at Rarity, horror written on his face.

"Well, I'm not blind." Rarity looked away again and closed her eyes and recited, "I've noticed you staring at me when you thought I was otherwise preoccupied, and that is half the reason I began to suspect you had feelings for me. Sometimes I noticed that your eyes were angled downward, much too far to be looking at my hips, and it was usually when I wasn't wearing socks or only had sandals on," she explained. "It's why I put on this nail polish as a sort of...test. I knew it was your favorite color, and just had to be sure, you know."

And the burning feeling was back. She had planned this whole fucking thing. Levi gritted his teeth and covered his face with the palm of his hand and looked away. For some reason, the fact that she had guessed what his kink was so precisely was more embarrassing than the fact he actually had it. For being more of the type to socialize with high society, Rarity was pretty crafty when she wanted to be. He sighed and pursed his lips for a moment, then muttered, "Okay, I...I know it's kinda weird—er, really weird, I won't pressure you into trying it, it's, um...really niche and specific and..."

"On the contrary," Rarity cut him off. Levi stopped to stare at her and she sat up and turned her whole body around to face him (and the urge to tackle her back down was overwhelming) and continued, "I think it's rather intriguing and...well, I'd be lying if I said it wasn't more than a little titillating." And then, to drive the point home, she lifted her right leg up to slowly flex her foot in front of his face, which got Levi to go rigid and only move his eyes to follow it.

Then she wiggled her toes and it was all over.

Levi grabbed her ankle with one hand placed a chaste, but passionate, kiss on her instep and wrapped his other hand around to gently stroke his palm across the bridge of her foot. There was no odor, obviously; Rarity covered every inch of herself with perfume and fur-care products that were bound to leave a pleasant smell behind, whether simple as lavender or exotic as a passionfruit-strawberry cross. This, predictably, did nothing to calm Levi's raging erection that was now straining against his pants. He was too absorbed in the euphoria to care much; he proceeded to trail kisses from her heel all the way up to the ball of her foot, and finally placed a deep kiss on her big toe.

It got Rarity to giggle happily. "I figured you were the type of stallion to love all of another mare," she whispered.

"Just let me know if I'm overstepping your boundaries," he murmured back before he stopped stroking the bridge to lift her left foot up by the ankle. He drew backward a bit to get a better look at her; he had a full view of Rarity's soles, with her amused face in the background, half-lidded eyes urging him silently forward. So, with no more dignity left to lose, Levi leaned forward again and layered kisses all across Rarity's feet, from heel to toe, across her arch, alternating between left and right. He heard Rarity giggle again, but it sounded vague and distant with his mind getting hazier by the second. He continued to lavish Rarity's feet in kisses and eventually settled on going all in; Levi went back to where he started and licked her left more intensely than Winona licked new ponies who visited Sweet Apple Acres. At the same time, he used his right hand to massage Rarity's right foot, pressing into her instep after he'd lowered it down to the bed for easier range of movement.

The unexpected development made Rarity lean back on her elbows and moan languidly, her voice charged with arousal simmering in her chest. This only got Levi even more worked up, and he redoubled his efforts to massage her sole, working his fingers into the soft fur from her arch all the way down to her heel while he pressed his tongue into the ball of her right foot and traced little circles and lazy lines over her fur. It certainly wasn't easy—he was no multitasker—but she was well-groomed enough that he didn't suffer anything like kissing a cat and getting hair in his mouth. After another minute of that, he switched to poking his tongue through the spaces between her toes; this got another few giggles out of her which prompted Levi to stop doing that after a minute and get straight to the main event.

Levi quickly retracted his tongue after what he could only imagine was the twentieth time licking in between Rarity's toes, Levi guided Rarity's foot with his hand and stuck her big toe in his mouth. He heard a surprised "~Oh...!~" followed by more breathy laughter and Levi felt the temperature in his face and stomach spike. His body, however, didn't stop to consider just how Rarity's reaction made him feel, and instead kept running on autopilot; he suckled on her toe for only a minute before he broke away for some air and then went right back down to add her long toe to his mouth. It got another laugh from Rarity and Levi continued to suck on her toes for a few minutes, losing the ability to concentrate on massaging her other foot and focusing all his energy on maneuvering his tongue across and around her toes. One by one, he placed kisses on each one and lathered them in his own saliva, and by then the heat inside was unbearable. As he finished up licking her pinkie toe, a rare and endangered rational thought entered Levi's head. Gotta get these fucking clothes off. He pursed his lips as scrabbled at the collar of his shirt to pull it off. Once he was free and his chest felt slightly cooler, he set to work on the zipper of his jeans and began to work them down his legs, despite the arousal making his hands shake more than he was comfortable with.

Once they were off, he grabbed the elastic waistband, but stopped for a moment before he whipped them off to stare back up at Rarity; she continued to give him that same sly smile. She blinked a couple times and then looked down at his groin with her eyes. That was all the consent Levi needed to push his briefs down and off his legs, allowing his penis to finally break free, and mini-Levi was obviously very happy. In his peripheral, Levi could see Rarity's eyes widen slightly when she got a good look at his penis, and the corners of her lips twitched upward a bit. He wasn't as big as an actual stallion (no human could be), but Rarity approved, and damned if that wasn't good enough for him. Levi was about to crawl forward and put some extra worship on her body, but was stopped cold when Rarity placed her right foot on his shaft, and his head shot up to stare at her, wide-eyed. Her mouth was now curled into a triumphant smirk, and the first, last, and only thought than ran through Levi's head was, Oh, fuck.

Rarity brought her foot down to stroke the underside of his shaft, and considering how soft they felt on his lips, how they felt on his sensitive flesh nearly brought him to heel immediately. The only reason Levi didn't cum on the spot was that part of his rational thinking wanted to extend the pleasure for as long as possible; he threw his head back and moaned, which got Rarity to chuckle to herself and she put a bit more force into her push as she stroked his member. There was precum leaking out in small drops already. Rarity kept her foot upright, which let her lightly squeeze his tip between her big and long toe every time she went down to the base of his penis. Levi grit his teeth, and the precum began to seep out more, slowly coating the entirety of his length as Rarity rubbed him. "I have to say, Levi, this has been quite a...an informational experience."

The tone she used was dripping with intrigued delight, and it only served to drive Levi's arousal higher. After a few more seconds, Levi felt a sharp wave of pleasure shoot up his spine and he was at his own base instinct's mercy as he leaned back and hissed, "Ffffuck." Rarity kept stroking his penis, but took his curse as a reason to increase her speed, which began setting off more sparks in Levi's head. Eventually, he couldn't even find the willpower to hold back his ragged, shallow breathing. Upon seeing and hearing him, Rarity pursed her lips and pretended to think before she brought her left foot over and instead of stroking him off with her toes and instep, she quickly surrounded his shaft with both feet so that it was sandwiched comfortably between both arches. Levi barely had any time to register what was going on before he got his with a new wave of pleasure as she began working up and down his member with both feet, which made him lose concentration and caused him to moan loudly and release a slightly larger cascade of pre.

Levi gritted his teeth again and willed himself not to cum, but his resolve kept being eroded away with each passing second, each stroke he felt of Rarity's perfectly soft feet caressing his penis. In no time, he was panting heavily and infrequently thrusting forward when Rarity reached the bottom of his shaft; this barely kept up for a minute before Levi, in his sex-addled wisdom, leaned forward again and grabbed both Rarity's feet on the outer arch and began guiding her speed. Although initially surprised, she smiled and cooed, "Mmm...Having fun over there?"

It took him a minute to even register she had said something, but he managed to drawl, "Fuck yes..." Levi continued using Rarity's arches as an "all-natural fleshlight" until he felt a tickle somewhere in his gut, almost at the base of his spine, and instinctively knew he was close. His thrusts sped up, though he did his best to make sure he wasn't manhandling Rarity too much. He felt his breathing get more and more shallow the longer time went on, and for a moment, it felt like it stretched to infinity. Levi felt himself on the precipice and he dug his fingers into Rarity's fur a bit more. Just a little bit longer; just a little bit faster. Just a little more, and then...

Blessed release.

"HuAaaH...!" Levi had no idea what noise it was he just made; it sounded like the aborted child of a yelp and a moan left to rot in the summer sun for two days, but if he had been more coherent, it probably would have been embarrassing. He felt electricity surge through his whole body and his penis finally let the dam break as a long, thick rope of cum shot out as he closed his eyes and thrust forward one last time. There was a break, then his dick twitched once, shot out another strand of cum, twitched twice more, and the semen finally began dribbling out. And all of it landed, of course, across Rarity's thighs and stomach, but to her credit, she took it in stride.

Levi leaned forward, and Rarity separated her feet to let his penis breathe after snatching a couple tissues from her bedstand and doing a quick and dirty cleanup job. As Levi came down from his high, Rarity reached out and gently pulled him closer to her, and of course, he would have been stupid not to comply, even if he was on a (rapidly depleting) post-orgasm high. After he took a few calming breathes, Rarity began to shuffle backward, toward the headboard, and Levi picked himself up by his hands and followed her until she sat back down, leaning up against the wooden backing and her pillows, Levi cradled in her lap. To say he had a giddy, stupid smile on his face would have been the understatement of the year. "Feeling better?" she asked gently.

"Yeah...yeah. Yeah, I'm good. Just hurts a little bit. Ow..." Levi paused before he chuckled and looked back up into Rarity's eyes. "Can you tell I don't get laid much...?"

It got her to giggle, so Levi counted that as a win. They remained quiet for a minute; an eternity. Even without the fading memory of the high, staying there, held like a newborn babe, Levi felt ecstatic. The only thing that was slightly bringing him down was the fact he had realized he hadn't been able to get Rarity off, but...he could tell there was some moisture down there. He could barely feel it on his back. After the long silence, Rarity then began to shuffle downward and he quickly caught on, as Levi sat up and readjusted himself so that Rarity was lying down flat on the bed, and he took his place on top of her. When their eyes met again, Levi couldn't help but break out another big smile, one that she returned, and he began to arbitrarily run his thumb across her right shoulder, and his right palm over her cutie mark. The silence lasted for only a couple minutes more before Rarity flicked her eyes downward. Considering the context, it was obvious what she had been thinking about. "Levi, darling," she began, "I'm going to need you to put that inside me now."

Levi kept quiet, but the confusion on his face became obvious, if his quick blinking indicated anything. "...What, just like that?" he asked.

"Don't tell me we haven't done enough foreplay." Rarity quirked an eyebrow.

"Oh, uh...No, we have. I guess." Levi scratched the back of his neck and continued, "I just thought I was supposed to...y'know, come on sweeter than that." Rarity cocked her head, which prompted Levi to continue, "Uh, y'know...trail some butterfly kisses up and down your chest, suck on the nipples a bit. Maybe give you some finger action or something."

"I thought you wanted to fuck me," she replied.

"Fuck you?" Levi would have almost felt insulted if his arousal wasn't running so high again. "Fuck you...? Rarity, darling, I am a gentleman and an artist. I'm not gonna fuck you, nor do I want to..." He trailed off and leaned in closer to gently kiss and nip at Rarity's neck, earning a surprised but contented sigh after her body tensed up from the sensation. Levi quickly worked his way up her neck to her lips and held a kiss there for another few seconds before he broke away and whispered huskily, "What I want is to make love to you."

There was a pause where Rarity stared at Levi with wide eyed and dilated pupils before she smiled, chuckled to herself, and then started to laugh. It felt different, though, and while he couldn't pin it at first, Levi quickly guessed. She sounded unsure, off-guard completely unlike her self-cultivated proper lady image she used during business and even sometimes with friends. It wasn't even the gossipy persona she used when discussing dirt in private settings. It was soft, her voice light and barely above a whisper herself, but she was also blushing more intensely than before and was trying to cover it up. It continued on for a another moment before Rarity met Levi's gaze again and stated, "Levi, let me be honest with you. I...I know honesty is normally Applejack's domain, but I...um, I can certainly say I have always imagined what would happen in...this moment." She began absentmindedly playing with his hair. "I will not pretend to be above the, um, desires of the common pony, despite my status as the Element of Generosity; I will admit there have been several times I spent my evening...relieving some of my sexual tension. What you've said, I have heard in...more than my fair share of, um, in-depth romance novels, and I have fantasized about..." She trailed off. "Mmm...several ponies, but...you as well. And I can easily say that when I imagined it, what you would have said, what you would do..." Rarity sighed and relaxed into the bed a bit more. "The real experience was just as I suspected."

Levi only stared at her wide-eyed for a moment before he pursed his lips and looked away. "Uh...damn. Shit, sorry for...for, uh, being so predictable, I—"

"Wha—! Levi, no! That's not what I meant!" she exclaimed. Levi stopped short and looked back into her eyes and she said, "When I said you were just like how I imagined, I mean you...you were just as charming and adorable as I thought. You really are a gentlecolt...and I am so, so lucky to call you mine."

Another pause. Then he lunged, and caught Rarity's lips; she moaned in response and melted into the kiss that they held, something passionate, something pure but fiery, being stoked by their unfettered desire for each other. Levi reach down and felt around Rarity's chest, running his fingers over her bra. He moved his hands around her back and after only a couple botched attempts, he got it off. She was decently sized, befitting her occupation and body type, and on top of that, they were perky, too. Rarity and Levi broke away to get air, and Levi himself took the opportunity to run his hands down Rarity's tummy. It got her to giggle a lot more than usual, indicating she was at least somewhat ticklish; Levi filed that away for later. Some other night, maybe.

Finally, his greedy hands reached her hips and the lacy red panties she had on. There was definitely a darker spot there and either she was extremely good at controlling her arousal or Levi needed to find a way to get her off with foreplay next time. Again, a thought for another night; he went about unhooking the suspenders on her stockings, but when he got to the two on the back, he made sure to throw in a playful squeeze for Rarity's butt. She flinched and swatted at him playfully.

Finally, the suspenders came off, and Levi slowly sunk his fingers under the strap. Then he glanced up at Rarity, who was completely red in the face and staring back intently. Her eyes were dilated, her breathing heavy, and her jaw hanging open slightly. Levi licked his lips and looked back down to focus and he drew her panties off, slow at first, to build up his own arousal as her sex slowly peeked out from under the lingerie. It was already beginning to glisten from her juice accumulating, and being so close, the scent quickly went to his head. With his penis hardening again at a supersonic rate, he bit his lip and quickly worked the panties down Rarity's legs the rest of the way, though Levi made sure his treatment wouldn't take off the stockings. She looked damn good in those stockings.

But then, before he went any further, Levi thought of something and he glanced up and around the room before he asked in a hushed voice, "Should I put on some slow jazz?"

Rarity stared at him a moment before she blinked once and shook her head. "That will not be necessary..." she said. In another instant, she reached up and pulled him down, close enough to touch noses. "You calling out my name...will be more than enough."

Levi bit his lips again and couldn't help the smile forming on his lips. He propped himself up on his elbows to swing his head down so he could see his penis. Already in position. He took a deep breath and began to slowly move it closer to her vagina. "...If it starts hurting, just yell."

She only hummed in response.

Levi pushed forward until the tip was poking her and he immediately felt the heat that was spilling out. They both moaned in unison and Levi continued forward. First the tip, spreading her outer lips. This time, only Rarity cried out with a breathy sigh, more echoed than it was heard. Levi took a deep breath and kept pushing. The tip was in, then further forward, inch by inch. The heat was tangible now, passionate but pleasing. It warmed him up and Levi sighed, too, in much the same way. She was tight, enclosed around him, her walls thrumming in time to her heartbeat. Levi matched her rhythm in almost no time.

He breathed deep as he hilted inside her, and Rarity cooed in response. Then he pulled out, just as slow, and pushed back in. After another thrust, Levi developed a rhythm, and fell into it. Rarity dragged her nails over his skin slowly, caressing him and making his nerves tingle from the sensation. Levi couldn't help but moan softly, but it still sounded a lot less composed than he tried to make it. "Haah...Go faster, darling," she moaned.

Levi grit his teeth, eager to please, and began to put more force behind his thrusts; the heat was building. Still, he found a rhythm he was comfortable with, and continued at that pace for a moment before he raked his fingers down the right side of Rarity's face and she instinctively leaned into it. Levi couldn't help but scoff and he quickly moved his hand down to grip her rear and he squeezed.

"~Ah...!~" Rarity's cry made Levi's chest squeeze and he grit his teeth as he suddenly thrust out of rhythm, hilting earlier than Rarity expected. She whined, low and needy, in the back of her throat, and Levi adjusted himself slightly so that he was on his knees. He quickly redoubled his efforts, willing himself to go faster, if not for his sake, then for hers. Levi gyrated his hips with renewed vigor and Rarity had to throw her legs around his back to keep him from swaying too far when he hilted. "Yes!" she cried again.

In between thrusts, Levi asked, "So...what was all that...about a...a lady...needing her beauty sleep...?" with a wry smile.

"Oh...you hush! And keep going!"

He couldn't really argue, he didn't have the contraction for it, so Levi went back to putting all his power behind fucking Rarity until one or both of them came. He was going as fast as humanly possible, which was fine and serviceable...until Rarity began to meet him in an effort to drive his dick deeper. When she first pushed toward him when he went forward, the sensation cause another shot of adrenaline and dopamine to shoot out of his spine. "~Agh...!~" It didn't sound as strange as whatever noise he made when Rarity gave him a footjob, but it was up there. Levi felt her walls suddenly clench, and Levi was no expert on pony biology, but he had read enough to know that was one of the signals that she was close, so he quickly got his thoughts back in order (sparse as they were) and leaned over Rarity until he could look down on her and hold himself up with his hands.

Rarity stared at him for a moment before Levi gritted his teeth and began putting every last ounce of energy he had into fucking her silly. he bucked his hips and tried to focus on getting Rarity to cum, made easier by the fact that her sighs had turned to exclamations of pure ecstasy. He could feel her walls clenching around him more frequently, now, trying to get him to offer up his seed, but he held on valiantly. He kept thrusting, kept pumping his hips until either Rarity came or until his will crumbled. Every few seconds was another loud gasp, sometimes punctuated with "~Levi!~" Levi himself, of course, was not immune to the throes of passion either, when he felt Rarity's vagina constrict around his penis, he too, cried out sometimes, a joyful and pleading "~Rarity...!~"

The constrictions were getting faster, more frequent, and Levi's will was quickly being battered into submission, but he desperately held on, trying to remind himself to keep going until Rarity came despite the fog of lust clouding his mind. And he fought hard, but eventually, the heat in his body and the electric sensation became too much. Before he knew it, Levi hilted one last time before he cried out in ecstasy and his penis shot its load, coating the inside Rarity's vagina virgin white. Her walls kept clenching, unsatisfied with his offering and demanding more. He gave it, once, twice, then a third time. While he faltered slightly after the first release, Levi still had enough sense to keep thrusting until, finally, he was rewarded. "Ah! Levi...!" There was a rush, and Rarity's juices came flooding out, drenching his penis.

Levi collapsed, though he did manage to avoid falling unceremoniously on top of Rarity. They laid there, on her bed, breathing heavily and completely quiet, content to bask in the afterglow for a few precious minutes. Finally, Levi regain enough strength to pull his penis out, causing a few of the mixed liquids to seep out of Rarity's pussy, and push himself up and roll over to the other side of the bed where he remained, still breathing heavily and allowing the air to cool him down and dry up his sweat.

Rarity, however, only remained content to rest for another minute before she reached over to her bed stand again and plucked out a tissue. She diligently wiped the area around her groin, which took two tissues, before she stood up and lethargically made her way to the trash can and tossed them in. She then stumbled back to the bed, pulled out another tissue, handed it to Levi, and collapsed.

"Thanks." Levi groggily tried to sit up a couple times before he decided to give up and simply reached down and wiped away the cum and juice still on his member. He fumbled around for thirty seconds before he brought the tissue back up to his face, stared at it dumbly for a moment, then forced himself to sit up and aim at the trash can and lazily chucked it in that direction. It didn't get very far; only a few inches beyond the side of the bed fore it hit the floor.

"Levi...!" Rarity turned her head to look at him and he met her gaze after a small delay. "You had better pick that up, you know."

"...Eh...later," he said as he waved his hand. "Tomorrow morning. Promise. Not like it's gonna stain the carpet." He laid back down and shuffled over to Rarity and slung his arm around her neck, which made her hum happily and turned inward to face him. They locked eyes for a minute before Levi smirked and asked, "So, at the risk of sounding totally shallow, how was it?"

"Mmm..." Rarity wiggled around a bit to snuggle up closer to Levi and looked back into his eyes. "Good. Dare I say, better than good."

He sighed in contentment and glanced away for a second. "So you'd be willing to do it again? Erm...weird kinks and all...?" Levi continued.

Rarity only laughed happily. "Absolutely, Levi!" She rolled her neck and stretched her right arm and shoulder and said, "But some other night." And to emphasize the point, she yawned, and then continued, "Oh, goodness, speaking of! I do believe you've run me positively ragged, darling!"

"Means I'm doing something right," Levi winked. He couldn't help but stretch either, and then dug his fingers into the sheets behind him to open them up, and both he and Rarity moved around and quickly slid under the covers before they embraced each other again. Levi sighed happily, then turned his head to look at Rarity. he brought his hand up to cup her chin and turn her toward him. She allowed it, and he kissed her on the lips one last time. No tongue, just enough passion behind it to make it feel special, genuine. Levi broke after another few seconds and laid his head back on the silk pillow and whispered, "Goodnight, Rarity. Love you."

"I love you too."