How Rarity Got Her Groove Back

by manta999

Rating: mature
Tags: Sex, Spike, Anthro, My Little Pony: Friendship is Magic, Rarity, Romance, Porn
Length: 7343

Rarity finds herself alone with Spike after her 30th birthday party. When she reveals how upset she is that she is getting older he tries to cheer her up, and ends up giving her exactly what she needed.

It's Rarity's 30th birthday, and this milestone has her worried that the prime of her beauty is in the past. When she finds herself alone with Spike after her party, she reveals how upset she is that she is getting older. He tries to cheer her up the only way he knows how:

Giving her the wood like a good dragon should.

This takes place years after Twilight's coronation, when Rarity is 30 and Spike is 21.
Contest entry for Dirty Little Secret's Dirty Little Contest.
This is my first fic! :D
Cover Art by Atryl.

Published 2020-05-01 21:30:02 UTC
Last updated 2020-05-01 21:30:02 UTC

She's Still Got It

Rarity was thirty now. Thirty. The big three-oh. She had been freaking out over her impending birthday for weeks, and now it was here. Yesterday, on the last night she would ever be in her twenties, she had written a little self-affirmation on her bathroom's mirror with an erasable marker. It read, "Your age is just a number -- You are still fabulous!"

She had gone to bed a bit more confident. When she woke up and saw that nothing had really changed, all her worries would disappear.

When she got up and removed her sleeping mask, Rarity walked to the bathroom to get ready for the day and looked at the mirror. The effect of the self-affirmation was undercut when she saw her reflection. Overnight, one of her hairs in her mane had turned gray. It was her first gray hair. Rarity took the revelation with her usual level of calmness.

"Aww, I look like a haaaaag!" she wailed as she flung herself onto her fainting couch. "I used to be one of the beautiful ponies! And now look at me, Opal! Look at me!" Opal stirred from her tiny bed.

"Nopony will want to take fashion advice from a wrinkly, gray-maned, old nag! I'll be destitute and alone! All the stallions will laugh at me! I'll be single forever!" Opalescent meowed at Rarity from the foot of the couch. Rarity groaned, "Get ready for company, Opal. I'm pretty sure that spinsters like me always have several cats."

Rarity got up and shuffled to her Manehattan apartment's kitchen in her bathrobe. She was relieved that she had taken the day off from work. If she showed up to Saddle row in this sorry state she would have just made all the customers depressed.

As she sipped her morning coffee, she mulled over what she had hoped her life would be like by now. She had always imagined herself to be a beautiful young mare, that someday a dashing young stallion would sweep her off her feet in a whirlwind of romance. But, her twenties had come and gone and she had nothing to show for it.

She had tried, of course. She had gone on lots of dates in Ponyville, Canterlot, Manehattan...even one in Appleloosa (She prayed to Celestia that Braeburn never told Applejack how badly that date had gone). There had been a few stallions who had seemed wonderful at first but were swiftly revealed to be all flash and no substance, like Prince Blueblood and Trenderhoof.

Even among the stallions whom she'd had brief flings with, the romance usually fizzled out after a couple of serious dates when it became clear that they lacked the proper chemistry to form any kind of lasting relationship with.

Now it was too late. The window for passionate storybook romance had closed. She was doomed to choosing between single life or dating stallions who had also managed to go this long without landing a partner. She had a good sense of what the latter of the two options would be like.

Applejack had told her at Pinkie's wedding, "Auntie Apple Sauce always told me that a mare had slim pickin's after she was thirty. Aint nothin' left by then but bruised apples from the bottom of the barrel." Bottom of the barrel, indeed, she thought.

"But she also said when a mare turns sixty, suddenly the datin' pool livens back up! She said those days it weren't just the arthritis givin' her sore hips, if y'all know what I mean! Hoo-wee!"

Well, that was just absolutely lovely. She only had to wait another thirty years until she could have a date that wasn't uncomfortable for all parties involved.

"Well, I guess I can't wallow in self-pity all day," she muttered to herself, rinsing her mug in the sink. She started tidying up the apartment.

The last time she was in Ponyville, Pinkie Pie had noticed how upset she seemed and proposed her usual solution: a party. Rarity would have rather not made a big event of this particular birthday, but she knew how happy throwing parties made Pinkie, and generously agreed to host the party if Pinkie helped set it up.

Later in the afternoon Rarity had finished tidying up. Her apartment looked like a photo from a luxury catalog. Every piece of furniture and decor adhered strictly to the Prench style of interior design -- sparse, elegant, and chic. Though now, the sparse apartment just seemed to emphasize how lonely she felt.

Trying not to feel too sorry for herself, she changed into an appropriate dress for the party, a gown with a white top and a black skirt. Right on time, she heard a doorbell ring to the tune of "Happy Birthday To You". That was odd -- her doorbell normally played an entirely different tune.

She went to the door and took a second to compose herself. Just because your life is practically over doesn't mean you should rain on anypony else's parade, she thought to herself before putting on her best hostess smile and opening the door.

Pinkie was kneeling by the partially dismantled doorbell with a screwdriver, soldering gun, and wire clippers, and looked up to beam at Rarity.

"Hiya, Rarity! Just finished sprucing up your doorbell for the party. Oh, and happy birthday!" Pinkie finished screwing the doorbell into the wall. Rarity knew better than to worry about what Pinkie had done -- her antics always had a way of winding up so that no real lasting damage occurred.

"Pinkie, darling, what an absolute delight to see you!" Rarity helped Pinkie up, which was an awkward task in her pumps. When she was up, Rarity greeted her, kissing either cheek. Pinkie's hair was shimmering with glitter and confetti. Rarity remarked, "Oh my, you certainly look like you've been busy today."

"Yeperoonie," agreed Pinkie, "I decided that if I was going to come to Manehattan I should squeeze in as much party planning as I could while I was here. I just came from the helping with the wrap party for Ponies of the Penzance on Bridleway, and before that, I was helping DJ Pon-3 set up a rave in a warehouse by the river, and before that, I was helping with Coco Pommel's niece's cute-ceanera!"

Pinkie wheeled two overstuffed pink suitcases with "Party stuff" scribbled on them in rainbow-colored glitter paint. "Oh dear, that certainly seems like a lot to set up darling. Are you sure it's not too much to do before everypony gets here?"

Pinkie put a hand on each of the suitcases' latches and giggled, "I don't think it'll take too long." She flicked the latches open and whipped the lids off of the suitcases.

From each of the cases, a spring shot out like a Jack-in-the-box with a swivel-mounted party cannon on the end. Rarity heard a motor whir to life, and the cannons started rotating and rapid-firing party paraphernalia all around her apartment. She yelped and hid behind a sofa as a festive barrage whizzed overhead. A sticker with a picture of a cartoon bear saying "Happy Bear-thday" smacked into her side-table, teetering the antique Crystal Empire vase on top of it. Rarity dashed over to it, yelling, "Nonononono!" She dove just in time to save it from shattering against the floor.

After a few minutes, the cannon-fire stopped and the motors stopped whirring. Rarity stood up and placed the vase back on the table. She sighed, "Pinkie, you have to be more caref--" Rarity was cut off as she turned to see one of the party cannons had stopped rotating while pointed directly at her face. It blasted its last round directly at her, covering her hair with sprinkles and spearing a cupcake on her horn.

"Pinkie!"

"Oops, sorry," Pinkie apologized as she picked the cupcake off Rarity's horn. "I swear, I meant to make that last round a party hat." She popped the cupcake into her mouth and looked over at the food table. Amidst the cupcakes was a single party hat. Pinkie swallowed the cupcake. "Oh, that where it went."

Pinkie leaned in to help Rarity pick the sprinkles out of her hair. "Sorry Rarity, Lil' Cheese must have - Wowie, that's the grayest hair I've ever seen!" Pinkie grabbed a hold of the one gray hair that despoiled Rarity's mane. "Are you sure that you're only thirty and not, like, a hundred years old?"

"PINKIEEEEE!!" Rarity knew that Pinkie hadn't meant to hurt her feelings, but that pony could just be so oblivious at times. Rarity's facade of composure shattered and she slumped forward into Pinkie's arms. She wailed, "I'm turning into an old maid! Pretty soon my whole mane will be grey, and I'll have crow's feet, and spider veins, and a wrinkly old turkey neck..."

"Crow's feet? Spider veins? Turkey neck? *Gasp!* Are you turning into some kind of Draconequus?"

"Pinkie, please! I'm trying to lament my lost youth!" Rarity slumped onto the sofa, and continued, "Your perfect stallion practically landed in your lap on Rainbow Dash's birth-a-versary, but still I haven't met anypony I have that kind of connection with. How can I ever expect to reel in my special somepony now that I'm an old nag!"

Pinkie gave a sympathetic smile. "Oh, Rarity," she said, "Don't be a silly filly. Cheese Sandwich didn't end up in my lap until our third date night." Pinkie giggled at her own dirty joke. "Besides, your special somepony will see past a few gray hairs and smile lines, he'll love you because you're everything he ever dreamed of!"

Pinkie helped Rarity up. "And you're still a total knockout! Even with a few gray hairs, your mane is still gorgeous, and your dresses are the prettiest in Equestria! Oh, except for Maud's. Now that's a pony who knows a thing or two about fashion!"

Rarity smiled at the well-meaning comment. "Thank you, darling, I'm sorry for laying all my problems out on you like thi--"

"And your boobs are still super perky!"

Pinkie reached out and weighed one of Rarity's breasts in each hand. "I mean, they haven't sagged at all, and these are natural D-cups!"

Rarity blushed. "PINKIE!" she pulled away and spun around, folding her arms over her chest. She snapped at her, "That's very uncouth!"

Pinkie Pie grabbed Rarity's hips from behind her and just kept on praising her. "And that heinie of yours has just the right amount of cushion for the pushin'! When you meet your special somepony he'll be like, 'Bam! Bam! Bam!'" Pinkie boinked her hips against Rarity's butt in time with her sound effects.

Rarity's offended expression cracked and the two of them couldn't help but burst into a fit of giggles at Pinkie's lewd pantomiming. "Ha! P-Pinkie, that's - heh - that's ridiculous!"

"Hey guys, I know I'm early but the door was unlocked so I just--"

Rainbow Dash entered the room and stopped midway through taking off her jacket, staring at Pinkie and Rarity's compromising position. Rarity tried and failed to stammer out an explanation for why Pinkie looked like she was slamming into her, and Pinkie, for once was speechless.

A predatory smile slowly formed on Dash's face. "So, this is that kind of party, huh?"

She set her jacket and gift down and moseyed over so that she was standing in front of Rarity. Then she placed a hand on either side of her head, lowering it to pussy-level. She tilted Rarity's face up and looked her in the eye, purring, "Normally I'd take the other end, but since Pinkie has dibs..."

Then, mimicking Pinkie, she started boinking her jeans against Rarity's face, yelling, "Bam! Bam! Bam!"

All three of them cracked up.

The girls agreed with Rarity that as hilarious as the pantomime spit-roast was, if Fluttershy walked in on them she'd literally die of embarrassment. Applejack and Fluttershy arrived soon after and the party was underway by the time Twilight and Spike showed up. The doorbell played the birthday tune and Rarity bustled over to greet them.

She planted a light kiss on either cheek of the princess. "Darling! *Mwah* *Mwah* You look positively fetching in that dress! "

"Thanks, Rarity! Happy birthday!" Twilight walked in, followed by Spike. He ran a claw over his spikes. "Happy birthday, Rarity!"

"Thank you, Spikey!" Rarity leaned over and, like with all her other friends, pecked a light kiss on either cheek. It wasn't really even a kiss - she just moved her head to either side of his head and went, "Mwah, mwah!", but when she pulled back she saw a blush on Spike's face. It had been years since his puppy love obsession with her, hadn't it? Still, seeing that she could still frazzle him was an ego boost.

Spike sheepishly went over to talk to Pinkie while Rarity resumed her hostessing duties. Every now and then, however, she caught her eyes resting on Spike.

He had grown taller than her. Despite being almost ten years her junior, "Spikey-Wikey" was now a head taller than her. In fact, he was taller than anypony in the room, having developed the longer proportions typical to dragons. She had been afraid that as he grew he'd get all menacing and pointy like other dragons they'd seen, but thankfully he had kept his gentle features into adulthood. Except for those claws...

Spike's claws were razor-sharp. He had mastered delicately handling things with the pads of his fingers, but she had also seen him use his fingers as box-cutters. Nopony had any misconceptions about what those claws could do. He was still the same Spikey-Wikey she had known in Ponyville, but those claws gave him an element of danger, a power that he chose to restrain. It made him seem very...adult.

"Rarity?"

He really had grown into a handsome young dragon.

"Rarity?"

Rarity startled from her thoughts, "Hmm? Oh, what is it Pinkie?"

"I just wanted to see if you had tried my double-decker cucumber ice cream sandwiches I brought. I remembered you liked cucumber sandwiches, so I decided to put a Pinkie-Pie twist on them!" Rarity looked at the platter Pinkie was holding. Sure enough, it was piled high with ice cream sandwiches that had chunks of cucumber embedded in the filling.

"Oh, dear...I'm sure they're very, um, good?" Rarity cautiously picked up one of the desserts and took a teeny bite. Pinkie Pie had made desserts in the past out of things that should never be served together that had been unexpectedly delicious.

This was not one of them.

"So, what do you think of them? Great right?" asked Pinkie. Rarity answered, "Well, they're definitely, um, unique."

"Great! I'm totally hyper ultra happy you like them! Oh, I haven't asked Fluttershy what she thinks of them!" Pinkie bounced over in Fluttershy's direction. "Have fun staring at Spike!"

Rarity nearly choked on her sandwich. Staring? She hadn't been staring! Ladies didn't stare. She had just been looking at him. For a long time. Without him knowing. It wasn't staring, it was...advanced looking. There was a huge difference. She just wasn't sure what it was.

Oh, sweet Celestia, he's walking over here.

"Hey, Rarity! Great party!"

Rarity switched back into perfect hostess mode. "Oh, thank you, darling! Although most of the credit goes to Pinkie Pie." They looked over at Pinkie, who was badgering Fluttershy into taking home a whole container of the cucumber ice cream sandwiches.

Rarity tried to steer the conversation in a new direction, "But now Spikey, I absolutely adore your outfit! You absolutely must tell me where Twilight bought it for you."

Twilight seemed to be the only pony who understood the proper attire one wore to a soiree in a lady's home. Rarity hadn't specified a dress code on the invite per-se, but it was common sense to wear semi-formal evening wear, wasn't it? The others had worn casual attire, but Twilight wore a lovely plum-colored gown, and Spike had a snappy pair of black dress pants with a blue button-up shirt. The shirt's fabric shimmered in a way she supposed would have been garish on a pony, but on a dragon, it fit well.

Spike blushed. "Actually, I was the one who bought it. It's from a shop on Saddle Row that sells clothes for dragons."

Rarity tried to recover from her blunder, "Oh, then I suppose I should compliment you on your wonderful taste! It's nice to see that all those hours at Carousel Boutique have turned you into a fashion expert."

She hoped she hadn't embarrassed him with her offhand assumption. Twilight hadn't picked out Spike's outfits in ages. Spike was a grown dragon now, but there was still a part of her that saw the young dragon that she had known back in Ponyville whenever she looked at him.

"Um, Rarity?"

"Yes, Spike?"

"You've got a cupcake sprinkle in your mane."

Rarity cheeks blushed crimson. She must have missed one from the party cannon mishap. Spike started to lean forward. "Here I'll get it for you..."

Rarity panicked. If Spike looked too closely at her mane, he'd see the gray hair, and that would be the. Worst. Possible. Thing!

Her hands flew over her head. "No! No, let me do it. I mustn't let my mane get mussed up. If you'll excuse me..." Rarity left Spike hanging as she bee-lined to the bathroom and shut the door.

She examined her mane in the mirror. Sure enough, there was still one lone sprinkle nestled in the part of her mane. She cursed herself as she picked it out. How in Tartarus had she not noticed something wrong with her mane? What if I'm losing my touch? She tried to push that horrifying thought out of her head, but it kept gnawing at her.

She went back to the party to attend her guests, but her mind was occupied by her anxiety. As her friends talked to her she went over worst-case scenarios in her head. If she was losing her special talent for fashion, what would happen when she turned forty? Fifty? She couldn't imagine what her life would be like at that point. Through the night her worries piled higher and higher, drowning her in anxiety.

It was well after dark when ponies started to leave the party. Most of the ponies headed out to catch the last train back to Ponyville. But Twilight...

Twilight was smashed. Applejack and Rainbow Dash had kept topping off her glass as they talked, and before they knew it Twilight was barely standing. Spike told Rarity, "If she tries to zap us back to Canterlot, she's likely to send us a thousand feet above the castle, or worse, a thousand feet below."

So Spike had left with Twilight to find a hotel where she could sleep it off. As she struggled to put on her coat, Twilight had mumbled, "Thanks for the party, Rarity," before being practically carried out by Spike.

Rarity stood alone in the middle of her apartment. She asked herself, What now? Now that that's over, what does a single mare in her thirties do next? She supposed "go to sleep" was an option, but there was still a mess in the apartment. She started putting things away, but with nopony to talk to it was too easy to dwell on her anxiety about her age.

After an hour of halfheartedly cleaning up, somecreature knocked on her door. Who in Tartarus is knocking at this time of night? Rarity wondered. She cautiously walked to the door and checked the peephole.

"Spike?" Rarity opened the door. "What are you doing here?"

Spike blushed. "Oh, uh, since it looks like I won't be getting back to Canterlot until morning I thought I should come over to help you clean up."

"How generous of you, darling! These things always go so much faster with a friend," she replied as she let him in.

They started peeling festive stickers off of Rarity's high-end furniture. He's always so helpful, she thought, watching him use a claw to peel away a sticker of a talking omelette saying, "Have an egg-celent birthday!"

Every to often Spike would look over at Rarity, and she would pretend she had just glanced over at him and had not been staring at him for minutes on end. Each time, he gave her a toothy smile. All those fangs showing at once would have seemed menacing from another dragon, but Spikey-Wikey was so sweet that it could never be mistaken as anything but an earnest smile.

When they had finished, Rarity got up and assessed the room. Not spotless, but it'll do. She said, "That'll do for now. I suppose my little helper deserves a reward!"

Spike stammered, "What? You don't have to--"

"Nonsense!" Rarity spun around and went to the fridge. "I'm afraid I don't have my usual reward of gems for you handy, but I think there might be some wine that didn't end up in Twilight." She poured them each a small glass and handed one to him. Spike took a sip, gave a considerate smile, and looked her in the eye.

He asked, "So, what's got you so worried?"

Rarity was surprised. She thought she had hidden her worries well enough, but Spike had figured her out. She lied, "Why, I have no idea what you mean!"

Spike responded with a disbelieving scoff, a pale glow of dragon-fire visible in his nostrils. "Rarity, I've known you for years. I was practically your assistant as much as I was Twilight's. I can tell when something is upsetting you." With an insight belying his age, Spike had seen right through the facade of a composed older woman and seen how anxious she was.

She gulped the rest of her wine. "Spike, I'm old." There, she had said it. As if it wasn't obvious just from looking at her.

Spike laughed. He set his glass down on the counter as he tried to get a hold of himself. Rarity was gobsmacked. Was he laughing at her? How dare he! "Rarity, you're thirty. That's not old. It's, well, it's not young, but it's a long way from being old."

So that's what it was, he was in denial! She tried to explain, "Spike, it's different for mares. Age is more important for us. I'll get wrinkles. I already found one gray hair. I'm..." She realized she was crying. Not in heaving sobs, her breathing hadn't even changed, it was just as if her eyes were leaking tears. "I'm past my prime."

Spike wasn't laughing anymore. Looked at her with his big green eyes, worried for his friend. He moved to her and wiped the tears from her eyes with his wrist, not wanting to get his claws anywhere near her eyes. "That's crazy talk. You're as beautiful as ever, and any stallion that doesn't see that must be blind." He knew how to lay it on thick, that was for sure.

"That's very sweet of you to say darling, but nopony's going to want to end up with a dusty old mare like me. No matter how you look at it, my sex appeal is gone forever."

Spike didn't reply. Rarity realized that last comment may have been too candid, but after the tears and the wine and the cupcake to the face and how exhausting tonight had been, it just slipped out. He'd probably want to go now and forget this had ever happened. He'd certainly want nothing to do with an old mare like her.

She told him, "Listen, maybe you should just--"

Spike grabbed her by the shoulders and kissed her. His lips are so soft. In that moment, that thought pushed all others out of her mind. He held her close, keeping her locked in one long unbroken kiss, stretching the moment out as long as he could. She closed her eyes and fell into the warmth of the kiss with him.

It couldn't have been more than a dozen seconds, but when the kiss ended it was like waking from a peaceful sleep. Spike leaned in and, smirking, whispered in her ear, "I think your sex appeal is present and accounted for."

She felt her face flush with warmth. This was Spikey-Wikey. She took a step back, his arms still on her shoulders. It was certainly still Spike. There were his big green eyes, his boyish smile, his kind features...but he had kissed her, he had...

He had called her sexy. Her jaw moved as if trying to form a sentence, but her brain just wasn't sending it any words to work with. His hands moved down her arms to her waist. Those hands. She had been looking at them before, but now she appreciated just how big they were, and how strong. They were dangerous, but being in those hands right now just made her feel...safe.

Spike was still looking at her, waiting for her to respond. His smile seemed uneasy now, as if afraid he had done something he really shouldn't have. Curious, she sank down a bit and put her ear to his heart. It was beating like a jackhammer. Sweet Celestia, he's so nervous! He was clearly afraid that by kissing her he had dangerously overstepped. She looked back up to see him looking back at her with an expectant stare.

"Spike?"

"Yeah?"

"Do you..." Rarity paused. What the fuck am I doing? "Do you really think I'm still sexy?"

"Ye -- yeah." Spike looked at her, clearly worried how she would react to that answer.

She tilted her head up to his, shut her eyes, and pursed her lips. Smooching at the air, she waited for him to kiss her again.

Spike didn't keep her waiting long. His lips met hers again, his taller body almost looming over her. He exhaled through his nose, his breath washing over her face like hot air from an open oven. This kiss was shorter than the first, but he followed it up immediately with a third and fourth. He gave her waist a squeeze, teasing a girlish squeak out of her.

The next kiss was on her chin, then her neck, then her collarbone. Then he worked his way back up to her mouth, and this time Spike's lips didn't say closed. She had expected that he would, as unskilled young males tended to do, cram his tongue into her mouth. Instead, it effectively stayed in his mouth, barely leaving its familiar territory. Curious, she made the first move. She ran her tongue over one of his rows of fangs. They were pointed, every single one of them. It gave her a thrill.

Her own hands, delicate porcelain things compared to his steel-hard claws, ran up his chest, finding a final home on either side of his head. One hand went around and combed through his spines. That got his tongue moving, as it pushed forward against her own.

Spike's left claw moved up from her waist, trailing up her belly up to her breast. Rarity took a sharp intake of breath. He's really going for it, she thought as his hand cupped her, and I really want him to. She moaned into his mouth as the claw went from cupping her breast to massaging it. She could feel the claw's razor tips through her dress and bra. She shivered -- his touch was so light it tingled, like dragging a nail on the sole of her foot. His thumb traced circles around her nipple, the flat of his claw occasionally brushing its tip, sending a wave of chills through her body every time.

It was all so intense. She broke from the kiss to catch her breath, but then Spike pushed her head back with the press of another kiss. Her hips tilted forward to balance, bumping against his, and she felt it.

His erection pressed against her like a hot bar of flesh. With the difference in height and their bodies so close together, it pressed into her belly. It was so hard, unyieldingly hard. The indisputable display of his arousal made her feel like a goddess.

She realized, He really does think I'm still this sexy. It felt as if her age had changed nothing at all. She loved it, feeling this sexy, and it was all thanks to her not-so-little Spikey-Wikey. He deserved a reward for making her feel this wonderful...

She moaned, "Oh, Spikey-Wikey," and ground herself against his bulge. It was as if she had flicked a switch. His remaining hand rose to her chest, then with one razor claw he flicked off the top three buttons of her dress. She didn't have time to complain about the damage before he set to her bra, craning his neck over her shoulder to get a look at the straps.

He made short work of her bra, eager to remove all obstacles between him and her tits. Once it was off he went at her breasts harder than ever, pulling them, squeezing them, practically milking them. He leaned down and kissed them, his serpent tongue lolling out to lick her nipples.

"I've wanted to do this for years," Spike rasped between heavy breaths as he buried his face in Rarity's cleavage. Her jaw dropped at that comment, which only made her mouth a more inviting target for Spike to kiss again.

Spike went back down and kissed each breast. "These tits are the best," he said, managing to get some words in between displays of mammary appreciation.

Rarity just responded, "Oh," her head swimming too much to think of a clever retort, "I'm glad you enjoy them." He bucked his hips forward involuntarily, pressing his cock against her belly again, and she had an idea.

"Get on the sofa," Rarity ordered, pushing Spike off of her teat. Spike opened his mouth to protest the idea of being kept from his new favorite toys, but Rarity cut him off. She explained, "That cock deserves some affection."

Spike eagerly darted over to a seat on the sofa. Legs parted, he rubbed his member through his pants, leering at Rarity's chest. She looked down at her dress and gasped -- Spike's claws hadn't torn skin, but they had slashed the dress to ribbons around her breasts. It was a pity to lose a dress, but if she had to, this had certainly been a worthy end for it.

She tore the tattered remains of the top from the waist of the dress, freeing her upper body altogether. Spike's eyes were locked on her fully naked breasts, seeing them now in their full glory. Rarity beamed with pride. "See something you like, darling?" she teased, supporting one breast in each hand, displaying them to Spike. He just nodded, mouth agape, practically drooling.

Rarity knelt in front of Spike, looking up at him. If he expected her to get straight to sucking his cock, he was sorely mistaken -- She was planning on drawing this out. Rubbing one hand on his bulge, she cooed, "Ooh, is all this for me?"

He nodded again, "Uh-huh."

She stuck out her tongue and gave his crotch a long lick over his pants, and pressed her face in to give it a kiss. "Hmm, do you want me to take that belt of yours off so I can really show how much I appreciate this?"

Another nod. He grunted louder this time, "Uh-huh!"

She shot him a questioning look, as if genuinely unsure what he wanted her to do next. "Should I ... put it in my mouth?"

Teased to the brink of his sanity, Spike could only grunt even louder, "UH-HUH!"

Sweet Celestia, she thought, if I tease him any longer I'll fry his brain. She unbuckled his belt and shucked it off, and helped him shimmy his pants down. She spared them a passing thought, They are quite a dapper-looking pair of trousers.

This was the moment of truth. Rarity grabbed his waistband and pulled Spike's underwear down, releasing his member, bobbing eagerly in front of her. It looked nothing like a stallion's. It was redder and much more vascular. Thin veins and arteries webbed its surface, leading her eyes up to its pointed tip. Engorged with dragon blood, it radiated heat.

She put a hand on it and thought, I can feel his heartbeat through it. Her gaze fell to his balls, which were covered in the same spring-bud-green skin as the rest of his undercarriage and belly.

"Rarity, please!" she heard him beg, snapping her back to the task at hand.

She dove in, licking his member from balls to tip, and pursed her lips on its head. She slowly lowered her head down, engulfing the head in her mouth, then the first inch, the second, the third...

When half of it was in her mouth, she pulled back just as slowly as she had gone in, until just the head was inside. She looked up, giving him her lustiest set of bedroom eyes, and swirled her tongue on the underside of the head. "Oh...Oh fuck, yeah!" he groaned, moving one claw down to grab the back of her head, but then thought better of it, not wanting to mess up her mane.

Such a considerate dragon, she thought, taking his shaft back into her mouth. She closed her eyes and moaned, bobbing up and down the top of his cock, her hands taking care of the base. Fingers delicately played with his balls as her tongue explored the surface of his length.

She took a deep breath through her nose before easing his cock as deep into her throat as she could fit. Once she was at her limit, she started to swallow, massaging his shaft with the muscles of her throat. Spike groaned, "Fuck...Fuck yes..." and raised his hands to his head, overwhelmed with pleasure.

His musk was intoxicating, a thick masculine scent only made more potent by the heat of his member. The smell of him was flooding her head. Her hands snaked up his thighs and caressed his butt, and one intrepid digit lightly brushed over his anus, teasing him just enough for a low whine to escape his throat.

He didn't last much longer, thanks to all the over-the-clothes action earlier. He announced, "Rarity, I'm gonna cum!" To his surprise, she stopped, pulling her perfect lips off of his cock. "Wha--What? Why did you stop?!" he pleaded as she shuffled backward on her knees.

Her explanation was more than satisfactory, "Finish on my breasts."

She pushed her breasts up and lifted her chin, giving him a clear shot of the target. Spike hurried to his feet, jerking himself off with one hand. She stared up at him, encouraging him, "Mmh, that's it...good Spikey, get my girls nice and wet...cum for me..."

He pumped his member and let out a loud grunt as he unloaded his balls onto her tits. It splashed on her tits, ropes of his cum crisscrossing her chest. But she wasn't done just yet. She leaned forward, grabbed Spike's cock, wrapped her lips around the head, and sucked out the last bit of cum. She gulped it down, giving a satisfied moan.

As soon as he caught his breath, Spike gave an elated laugh and reached down with one hand, the other still slowly pumping his shaft. He pressed his free hand to her breasts and smeared his load over them. "You're so good at this," he muttered, admiring her as his hardness waned, recuperating from his spectacular orgasm. It felt so good to be admired like this; it was empowering. Spike was planning on doing more than just admiring her, however.

With barely any effort he picked her up in a bridal carry, her arms instinctively grabbing his shoulders for support. He carried her to her room and set her laying down on the bed, her legs hanging off the edge. He yanked her dress off, exposing her panties. She was drenched, her marehood visible through the wet fabric, right below a neatly trimmed diamond pattern of pubes.

He moved to the foot of the bed and undressed, his eyes never leaving her pussy. Button by button, he undid his shirt, dropping it to the ground. He removed each garment slowly, deliberately. Was he getting back at her for teasing him earlier? Did he even know how wet his stripping routine was making her?

Once he was fully undressed he bent over her, his head hanging over her belly. She swooned as he kissed her navel, pecking a trail downwards. He knelt and, grabbing each of her feet, slung her legs over his shoulders before planting a kiss on her thigh.

Then he extended his tongue.

The prehensile muscle slithered out towards her as if seeking her pussy out. When it found her it licked her from taint to clit in one fluid stroke. His tongue showed none of the hesitance it had displayed earlier when they kissed. He wagged its tip up and down, stroking her labia, before leaning in to kiss her clit. His lips sealed around her, he drew circles around her button with his tongue.

She cooed, "Oh, Spikey, that's the spot," as he switched from the circles to flicking the tip of his tongue over her clit. He withdrew his tongue, wiping his spit and her juices from his chin.

Breathless, he asked, "Are you ready?" flicking his gaze down to her pussy. It was her turn to beg.

She expected him to stand up and rail her with his cock, but instead, he opened his maw wide, his tongue snaking back out. His head shot forward, his tongue plunging into her. It knocked the breath out of her, making her nearly double over. One loud continuous moan escaped her throat, breaking and fluttering as Spike demonstrated new ways to explore her pussy. The tongue curved and rippled in inside of her, diving forward and darting back as it pleased. Spike leaned forward and rested his hands on her belly, stroking it lovingly.

Then he tilted the tip of his tongue up and hit her g-spot. The moan turned into a roar, "Oh, fuck yes!" as she bent over and grabbed the fins on his head, pulling his face as deep into her cunt as she could. She cursed herself for not letting Spike tongue-fuck her sooner. This tongue deserved to be recognized as one of the seven wonders of Equestria. It deserved a mural dedicated to it in the royal palace. Ponies should write ballads in honor of this tongue.

She was sopping wet. Dragon saliva and pussy-juice were leaking from her like a faucet, turning their love-making into a symphony of wet sounds, slurps. and squelches. Warm gobs of marecum and spit soaked into the bed. She'd have to buy new linens, maybe even a whole new mattress.

It would be worth it.

Spike yanked his head free from her and pushed her further up the bed before climbing onto the bed himself. She could see his cock was fully erect again as he gripped it in one hand, his other moving her legs into a comfortable position. He dragged the tip against her folds, soaking it in her juices.

She whined, "Spike...I want it," and he lifted her hips, leveling her marehood with his shaft. As he kissed her, moaning into her mouth, he slid himself into her.

His mouth muffled the sound that escaped her throat. It was too uncouth to even be called a moan; It was a bellow. She'd never have made such an unladylike sound, but her composure was long gone. He rolled his hips, driving himself into her again and again. Each time he filled her with his cock she squeaked out a cry as if his cock was pounding them out of her, "Ooh! Oh! Yes! Ah! Ahh!"

Spike sped up the pace of his thrusts. Each time he drove forward her breasts heaved up from the momentum of his pussy-pounding. He watched them, hypnotized. He craned his long neck down, trying to catch one in his mouth. Rarity took mercy on him, reaching up and steadying one tit for him. He latched his lips onto it, sucking it as he fucked her.

He tried to speak but his words were muffled by her tit. She teased him, "Don't talk with your mouth full, darling." He answered her by humming on the nipple, electrifying her with pleasure.

He had found her g-spot earlier with his tongue, and now he was driving his dick into it with wild abandon. She howled, "It's so good, keep hitting me right there Spikey-Wikey!"

He popped her tit out of his mouth, panting, "Do that again -- say my name!"

She indulged his request, "You're making me feel so sexy, Spikey-Wikey!"

He rocked into her, groaning as her hands explored his naked chest. "Does it feel good for you too, Spikey-Wikey?"

"You bet your ass," he agreed, giving her bottom an appreciative squeeze as he said so.

She was at her limit. "I'm...I'm going to cum, Spikey!" she yelled, gripping his shoulders to steady herself. He nodded, "I'm really close too."

He hugged her midsection and pulled their bodies together, slowing the rhythm of his thrusts in favor of deeper, more sensual strokes. She melted into him, hypnotized by the wet slaps of his balls hitting her gushing entrance.

Spike still had one surprise left for her. His tail rose between their legs and bumped against her backdoor, the spaded tip teasing her anal entrance. Caught in the heat of the moment, Rarity screamed, "Oh yes, I love you, Spikey-Wikey!"

Spike's emerald eyes shimmered as he pushed himself into her as far as he could and came, roaring as his load rushed out from his cock. He squeezed her tighter as his throbbing member squirted wave after wave of dragon cum into her. It filled her with warmth, satisfying her like nothing else ever had. The sensation drove Rarity over the edge, and she shuddered in ecstasy as she came on his still-throbbing cock.

As Spike's orgasm calmed he slumped onto the bed, stroking Rarity's back as she rode her orgasm to completion. Her trembling stopped, and she lay on top of him, pecking a kiss onto the underside of his chin.

"Thank -- Thank you," she panted, a blush warming her face. "Things got a bit...intense at the end there," she admitted, "but I really needed that."

"Does that mean that I've convinced you that you're not a 'dusty old mare'?" Spike asked as he pulled out of her.

Her pussy drooled with his seed, drops of it landing on the ruined bed. "I think you've displayed that at least one virile young dragon still thinks the world of me," she agreed, cuddling against him. He grinned, satisfied.

Spike wrapped an arm around her and used his tail to pull up a blanket that had fallen on the floor. Rarity drowsily rested her head against his chest. Tomorrow she would be thirty, plus one day. And she wasn't bothered by that at all.

Before they could fall asleep though, they were interrupted by another visitor.

"Hey Rarity, I think I left my jacket here, and the door was unlocked again so I --"

Rainbow Dash walked in the front door and turned her head, getting an unobstructed view into the bedroom through the hallway. The three of them froze, stunned into silence by awkwardness.

Dash broke the standoff. As she put her jacket on, she shot Spike a thumbs up and, wearing the smuggest grin Rarity had ever seen, barked, "Attaboy!"

Author's Note

First fic ever! Hope y'all liked it as much as I liked writing it. I expect to start pumping out more of these in the coming weeks, since there's nothing else to do thanks to COVID.