Inside Rarity's shop it was a simple, but clearly very nice, high fashion store. At least, that's what I thought. The highest experience I ever had for clothing was buying a suit, or renting a tuxedo for a wedding.

Just keep being awed by it, even though you know nothing about this. My God, this is so feminine. Everything here seems so feminine. My testosterone is being tested by bows, ribbons, and...froofyness.

As I was staring at everything, feeling my privates retract in self-defense, Rarity had taken off her jacket and came out in a sleeveless blouse, sporting a measuring tape around her neck. On her nose was a purple pair of glasses. All in all, I thought it made her look rather pretty, while at the same time being fully in her element. Her long legs and business skirt that stopped just above the knees didn't hurt either. Or her hourglass figure.

Thank God all the buttons on that blouse are staying in place. Whatever you do, don't look anywhere but her eyes!

I was a little startled by the little notepad and pencil hovering in the air next to her. There was a little glow around them which matched the glow around her horn. Putting two and two together, I gathered this must be an example of unicorn magic. I noticed that the pencil scribbled notes every now and then on the notepad, as though by itself.

Telekinesis?

She started giving me directions as she spoke. I was reminded a bit of a hair stylist.

"Now, darling, have you ever been measured before?"

"Only a few times, mostly for shows."

"Oh? What kind of shows?"

"I used to do plays a couple years ago, so we had to be measured for costumes in each one."

She clapped her hands in excitement. "An actor! I bet you've done all kinds of wonderful roles. (Please stand right over there, by the mirrors.)"

"(Okay.) Well, I guess I did. It was a lot of fun. One day, maybe, I'd like to get back into it."

This is perfect. Just look at yourself in the mirror.

"Whatever made you stop, darling? (Stand just like this.)"

"(Oh. Sure.) It was...difficult to make a living. Plus I couldn't see myself doing it as a career. It's more of a passion."

"That's too bad, it's wonderful doing what you love. (Raise your hands please and don't move while I use the tape.)"

"(Uh, right.) Yeah, I bet it is."

I must have been unable to hide the expression on my face, as Rarity looked at me for a moment, her ears back. Her eyes travelled all the way up and down my body. Then her ears perked up and I saw a smile on her face, like she just thought of something.

"Reminds me a bit of Fluttershy. (Breath in for me please.) She used to be in show business."

My head did a double take. "What?! Fluttershy?"

"Yes. She was a runway model for the famous photographer, Photo Finish. (Hold your arm out straight.)"

I laughed at the idea. Did Fluttershy have some hidden side to her? "Why…? How…?"

"It...it was me. I asked her to model so that my dresses would get noticed."

"Can't see why. You have amazing dresses here. She must be a good friend to put herself...out there like that."

"She is a good friend, though I felt sorry for how much she hated it. Do you want to see the photos?"

Something in my head misfired. I wanted to say: "Uh, I don't know." Instead I practically blurted out, "Sure!" I tried to cover it with a half laugh, like we would be looking at a friend's embarrassing moments.

"Oh good! It shows off my dresses perfectly! Don't move." And with that she practically flounced away, and returned in a flash.

"Here we are!” And she opened a photo album.

It was exactly as I’d hoped/feared. Fluttershy looked stunning in a series of dresses. Most had a green theme to them, which, admittedly, complemented her a great deal. But the way she looked in them: elegant, graceful, and - dare I say it - sexy. Her legs were shown off in each one of them. More than a few gave just the right amount of cleavage. One that seemed to be all green silk, with a neck piece and headdress of flowers, was practically transparent. The dresses not only fit her figure perfectly, it seemed as if only Fluttershy could bring out the best in them.

You’re oggling them, say something to cover this up!

-No, shit, it’s worse! I won’t be able to cover up that!

“You...uh...you have amazing talent with making dresses.”

Rarity closed her eyes and gave a huge smile. Her teeth practically shown. “You really think so? Why, thank you! I’ve made dresses for each of my friends, specifically for them. It’s wonderful to give them something that I enjoy making, and can make them happy.”

“Oh, you gave them away? Those must be pretty expensive. I mean, that’s really generous of you.” I stopped and thought for a moment, both in seriousness and to keep my mind off the fact my pants seemed to be shrinking. “You’re an incredibly selfless mare, aren’t you? I mean, here you are, giving dresses to each of your friends, hand making them specifically for them and that’s really something. You’re a good mare, Rarity.”

Rarity turned her head away with a smile and lidded her eyes a bit. She couldn’t hide the blush behind her elegant hair. “Oh my word! You are a gentleman, aren’t you? Thank you so much for your kind words.” She looked at me, and I saw her tail swish back and forth for a moment in which she seemed at a loss for words.

What does that tail...thing...mean?

“Well, where were we? I almost forgot where I was about to measure!”

Shit, goddamn, son of -

“My...my waist.”

“Oh! Silly me!” And with that she dropped down and began taking the tape around my midsection. “Now hold still while I -”

It happened.

Stopping in mid sentence, I knew there was no way she mistook what she had put her hand on. She pulled away with a tiny gasp, but not before she had practically put her whole hand directly on my manhood. She looked up at me, a little red in the face. I continued staring in the mirror, my whole face completely red. I tried to read her expression from my odd vantage point, but I couldn’t have if my life depended on it.

She gave a small clearing of her throat and then tried to continue with some dignity. “Umm...let’s try from this angle.” And she finished measuring with her hands elsewhere. Of course she still had to do my legs and measure the crotch for my pants. I knew what that meant.

She paused and looked at my legs as though trying to strategize her next move. I saw her eyes dart to my crotch for a moment, and her tail swished again - brief but faster than before.

Just hope we can get through this without being awkward. Just act like nothing happened.

She put the tape to one leg and measured from the ankle to my crotch. No problem. She hesitated at the next leg, took the tape, and then slowly drew it up my pants. Just as she was reaching up, she seemed to titter on her legs, like she was going to fall.

“Oops! Clumsy me!” And with that she grabbed hold of me for support to steady herself. It only lasted a few seconds, but in those few seconds her hand went right back to where my hardon was, and she seemed to be getting a much better feel for it. And her hand lingered much longer than before. It had not gotten any smaller. Smaller was not my problem. I felt her tail almost curling around one of my legs.

She finished doing that leg and then quickly did my feet. I thought I noticed a difference in her breathing as she stood up, like she had lifted something heavy. Was she panting? I watched her write down some numbers and then she seemed to go over the figures on her notepad intently. She kept rubbing a hand through her hair and glancing up at me, as though making up her mind about something. Her tail swished again after a pause.

“I - uh - I’m not sure if I got all these measurements done correctly. I...I think I need to do them again. Just to be sure.” She smiled at me, trying to sound casual, but my flags were being raised.

That’s not the only thing that's being r -

-Shut up!

“Are...you...sure?” I tried not to sound nervous.

“Oh, it won’t take a moment, darling. Just stand right where you are.” She quickly came back to me, her attitude saying she would have no argument.

It was obvious that this time she was much, much closer to me as she took those measurements. She was making sure that, whenever possible, her body would be against mine. When she took measurements for my arms, her head was practically against my chest, her tail swishing around, going up my legs and in between them. When she took the measurements for my neck she was right behind me, and I could feel the slight panting in her breath as she pressed herself against me. There was no mistaking her breasts against my back. My pants became extremely tight. I also noticed a smell. It was in her breath, but also all around her. Like a musk, or something. It was heady and it did not improve my attempts at calming down. It was having quite the opposite effect on me.

My mind filled with the desire to take Rarity in my arms and kiss her. I wanted to feel her body against me, her hair all around me, pull her leg up and feel that beautiful ass. I wanted to hear her moan and make her writhe.

Suddenly she was in front of me, and I realized that I must have zoned out for a second. What the hell was that? She was getting on her knees to check my waist again, but this time she was doing it slowly and deliberately. I saw that a few buttons of her blouse had come undone. As she crawled towards me, two soft scoops of the most beautiful vanilla peaked out at me, jiggling as she moved. It seemed that she had no bra underneath, and her nipples were clearly poking through the fabric.

When did that happen?

-May day! May day! Pull out!

Heh, pull out.

-Shut up! This is happening!

It was almost overwhelming, this desire to feel the softness of those breasts in my hands, to kiss them and fondle them, and rip the clothes off her body.

My body, meanwhile, was trembling, and part of me felt angry. I hated not feeling in control of myself - one reason I didn't like getting drunk. This was wrong. But it would feel so good. But this wasn't me. But it could be, and I felt so strong! Somehow I managed to say, “I really, really think you did a good enough job of measuring. I should go. Now. Right now. Please.”

She looked up at me, and her eyes seemed very different. They had a far off look, and while she tried to put on the mask of “I’m just doing this for my job,” there was no hiding a kind of girlish giddiness in her. I couldn't help but feel that this was all my fault.

“No, don’t worry darling. Just because it’s my time of the month doesn’t mean I can’t have a stallion here, in front of me.”

Time of the month? What the FUCK does that mean?

“A stallion whose strong, a gentleman, and...huge." She eyed my pants. "Was that for me? Was that because of me? I am so flattered, Brendon. I need...to measure it. For the clothes, of course. Please -”

“Nope. Nope. I need to go. Really."

My body kept fighting me, and now Rarity's face was inches from my crotch. I knew I had to run, but I also so wanted to see what she'd do next. She pushed her face against my pants and sniffed deeply. She sighed and reached up with both hands, grabbing whatever she could find and pulling herself up to where she was looking right into my eyes. I was paralyzed. She slipped one hand behind my neck and started running it through my hair, while her other hand found the top of my pants. Her fingers grazed my skin, enticing me. They were so close, and the little fuzziness of them was incredible. Just a little lower. Then there'd be no going back.

We were practically nose to nose, her eyes lidded as they stared into mine. She was biting her lower lip, her hips were swaying, and her tail was wrapped around one of my legs. It was all I could do not to touch her, to take her. But I couldn't.

It's not right. This isn't her.

"Brendon," she practically breathed the word, and her breath made my brain want to shut off and let my body take command. She tugged at my pants as she spoke. "Do you want me to take these off? They're so...constricting. You should let this…" -here she actually reached in and touched the head of my cock, tracing a line around the head with her finger- "...breathe a little." Then she reached down with exploring fingers and wrapped them around the base of my shaft. They slowly slid all the way up, her finger tips lingering on the head as they felt every inch before she teased me by leaving nothing but her index finger which continued to circle in agonizing slowness.

The breath caught in my throat, my mouth hung open. I was about to explode in my pants. For a second, I could see nothing. Then Rarity swam back into focus, fluttering her eyelashes at me. I saw her horn sparkle and I heard my zipper slowly being drawn down. Almost all struggle was gone.

Almost.

Don't do this to her. You don't know what's going on but don't do this to her!

"Sorry!” I blurted out, almost in a scream, and with that I broke away and sprinted for the door. Suddenly I saw a twinkle on the door and heard a latch click into place. Without breaking stride, I barrelled towards the door and smashed into it. I was more surprised than anyone as it gave way to my shoulder. Never would I have imagined I was that strong. I turned my head back at the last second and shouted a hurried, “Thank you, anyway!”

Damn it, I meant for the measurements, not the groping and wanting to jump me. Of course that’s how she’ll probably take it.

-That's how she wants to take you.

Not now.

As I was running out I could faintly hear her cry, “Please? Please, I’m sorry! Come back, Brendon! I only want to see how big you are!”

“What got into that crazy mare? And what did I do?" I panted as I kept on running, fearing she would tear after me like a hound seeking its prey. “And which way do I go?”

After perhaps a hundred yards, I stopped to get my bearings, glancing around wildly for landmarks I recognized. I heard a sound and turned around fast. There stood Rarity, her hair a little frizzy, her breasts bouncing in her blouse, with a look of unbridled (Ha! Bridle!) desire etched on her face. I felt awful at the thought that I had somehow done this to her. I made her into a lunatic!

Quick! Distract her!

I talked fast. “Now Rarity, make sure these measurements are only for casual clothes as I really have no time for balls and dances I would like some jeans if you ponies have that sort of thing and you can do button downs or regular shirts I’m not particular and briefs not boxers PLEASE not boxers I need my underwear tight not loose and -”

“Oh, I bet you need them tight to hold in that big -”

“But I’ll leave you to it! Bye!”

I took off as fast as I could. Probably faster. As the edges of Ponyville rushed past, I was a bit taken aback with how fast I was running. I hadn’t seriously run in almost ten years. What was this?

A damn good thing! Don’t stop until you get to Fluttershy’s.

I didn’t. I’ll never know when I lost Rarity, or even if she ran after me the second time, but there was no one over my shoulder when I finally got to within sight of Fluttershy’s cottage.

“Sanctuary!” I said, trying not to scream. I ran and skidded to a halt outside the door. After panting for a bit, hands on my knees, I straightened up, brushed my hands through my hair, and tried to look at normal as possible.

No one needs to know anything!

-Like how you fucked up Rarity?

What did I do? It's all my fault.

-Is it? How so?

Doesn't matter. I screw everything up in the end.

-This isn't helping me!

Deep breath.

I inhaled deeply, let it out slow, and then I knocked. A minute passed. Nothing. I knocked again. Nothing. I looked around, trying to act casual, even though there was no one to see me. So I knocked a third time. I was getting nervous, and kept staring back down the path I'd come.

"Oh, screw this!" I opened the door and went inside. I found no one. Realizing I was really alone, I closed the door behind me, leaned my back against it, and slid down to the floor. I rubbed my palms on my temples.

"No. Oh no, oh no, oh no." I laid my head on my knees. How had I done this? Somehow I corrupted somepony that was just trying to help me. I turned her into some kind of sex crazed...thing. Everything here seemed so bright, so neat, so innocent, and I'd tainted it.

In that moment it seemed as though all of Equestria had been darkened by my actions, and I couldn't see how it would ever be better again.

Author's Note

Phew! That was a furious week of publishing. I can't promise this breakneck speed for much longer, but I'm proofreading the new stuff I write while I'm putting up the older (for me at least) and hopefully I can keep this up.

(Keep it up? Oh my GOD how'd I type that accidentally?!)

Hope ya'll like it so far. More to come. (no, not that way)