The Joke

Rarity hurried after Fluttershy as quickly as she could, bidding both Lotus and Aloe to wait for a time while she investigated. She wasn’t certain what was wrong, but had a hunch it had something to do with the ‘private matter’ Fluttershy hadn’t wanted to discuss. She absolutely did not wish to further distress her friend, but could not simply let the matter go after Fluttershy had rushed from the room as she had. She needed to at least ascertain if Fluttershy was all right.

A swish of pink tail and a closing door was enough to have Rarity at the same door moments later, tapping at it with some urgency. “Sweetness, may I come in?”

“Please don’t...” Fluttershy said from behind the door.

The ‘please’ made Rarity pause, as it was impolite to disobey her friend's stated wishes, yet the desperation in Fluttershy’s voice more clearly said that she absolutely must not be left alone at that moment. Rarity decided a little more decisiveness was in order, as Fluttershy herself didn’t seem up to providing it herself. “Darling, I’m coming in. I’m alone. Will that be all right?”

There was naught but silence for a few seconds, and it caused Rarity to worry further.

“Okay...” finally came the miserable-sounding reply.

Rarity nodded, relieved and somewhat pleased with herself. She opened the door to let out a cloud of steam.

Rarity made her way inside, using little walls of magical force to move the steam aside as she made her way in. She found Fluttershy laying down on one of the benches, her robe still on despite how very uncomfortable that must be in the heat.

“Sweetness, are you ill?” Rarity said gently.

“No...” Fluttershy said, taking a deep breath and letting it out with a loud sigh. “I just... it was too much...”

“It has to do with the Poison Joke, doesn’t it?” Rarity pressed. “Is it causing you distress? Do you need to go to the hospital?”

“No!” Fluttershy replied quickly, her wings jutting out in alarm. The movement shifted her robe, and one of Fluttershy’s legs flopped down to the floor.

Only it wasn’t a leg. It was as long as one, so Rarity’s initial impression could be forgiven, but this was not quite shaped like one, and it had a mottled pink and brown coloration, unlike Fluttershy’s more pleasing buttery-yellow. Rarity blinked, trying not to stare. She closed her eyes for a moment, then opened them again.

It was still there.

Fluttershy let out a quiet eep and drew the thing up onto the bench with her, covering it with her robe.

“Darling...” Rarity said quietly. “Is... is that...”

“I’m sorry!” Fluttershy exclaimed, looking ready to burst into tears.

Rarity just stared at the ground for a moment longer, trying to decide if it was simply the heat getting to her. “Did... did something just fall out of your robe and onto the ground?”

“Yes,” Fluttershy confirmed unhappily.

“And, if I am not mistaken, was that something shaped like...” Rarity trailed off. While being no prude, she was not one who normally spoke of such things.

“It… It’s a stallion’s…” Fluttershy started, yet seemed unable to finish.

“Is... it real?” Rarity all but demanded. Then she shook her head. “Nevermind, of course, it’s real. Why would you bring a fake one here? Silly me...”

She swallowed, fanning herself with her forehoof. Even for a steam room, it seemed uncomfortably hot, suddenly. “May... may I see it again?”

Fluttershy didn’t reply, instead, she slowly lifted the edge of her robe, showing the member once again.

Getting another look at it, Rarity could see it was, if anything, longer than one of Fluttershy’s hindlegs. “That’s... that’s obscene...” she whispered.

“I’m sorry,” Fluttershy repeated in a whisper.

Rarity shook herself, quickly sitting down next to Fluttershy and drawing her close. “Sweetness, I don’t mean you’re obscene. I just... I mean look at that thing!”

“I’ve been trying not to!” Fluttershy protested. “It’s just... it just grew out of me and there are those other things that hang behind it and it’s all wrong!”

Rarity nodded, gently caressing Fluttershy’s mane. “Of course it is, darling. Having that thing coming out of a beautiful mare like you is just as unusual as that deep voice you had. That was the ‘private thing’, then?”

Fluttershy nodded into Rarity’s chest. “It’s from the Poison Joke.”

“And... How exactly did you hide this monster until now?” Rarity asked gently.

“It... it was inside,” Fluttershy answered quietly. “I just had to be careful not to lift my tail.”

Rarity was silent for some time, digesting that information. She didn’t have very much experience with stallions, having only had a couple of crushes (crushes she’d built shrines to, but that was very much besides the point) but she was very well-read when it came to romance, and even better when it came to tawdry smut. What Fluttershy was telling her was that the monster had come out of hiding only recently, and that meant—

“Oh, dear...” she whispered. “This was my fault, wasn’t it?”

“No!” Fluttershy said quickly, looking up into Rarity’s eyes with her own brimming with unshed tears. “It’s all mine! I’m usually okay! But this thing... it has a mind of its own!”

“All right, dearest. All right,” Rarity said soothingly, continuing to caress down the length of Fluttershy’s mane with her hoof. “Was it something in particular, or am I just that irresistible to it?”

Fluttershy was silent for a long while, lowering her head and leaning into Rarity’s chest. “It... during the massage... you sounded... nice... and I couldn’t make it stop growing...”

“Oh...” Rarity replied, her eyes wide in realization.

They never really talked about it, because such things weren’t discussions for proper ladies, but Rarity had been aware of Fluttershy’s preferences for some time. She’d been amused when she’d realized, and had even enjoyed the vicarious thrill of knowing her actions might be affecting Fluttershy. She tended not to be overly bothered that she was tempting some poor stallion with a flick of her tail, after all, and knowing she had a similar impact on a dear friend only enhanced her excitement.

But making Fluttershy squirm a bit and leave a wet spot on a massage table was a far cry from forcing this particular humiliation on the poor dear. Stallions were used to such reactions, and had ways to calm down before reaching such a state. Fluttershy, being unused to this thing forced upon her fragile form, had no such defenses. In short, Rarity was entirely responsible for Fluttershy’s predicament, even if she had only been doing what was normally harmless play.

“It’s... still so hard...” Fluttershy whispered. “I tried to calm down, but—”

“Shhhh.” Rarity replied, kissing the top of Fluttershy’s head. “I know, dearest. We’ll get through this, together.”

The more racy novels she’d read were more or less in agreement about such a situation... it would take some time to get this thing to retreat on its own. There were things that helped, cold water was a remedy, for instance, but not things they would have at hoof in a steam room. The only immediate option was to do something to tire the thing out, and while she knew in theory what to do, she’d never had a chance to apply said theory into practice.

A loud knock on the door made both of them jump. “Mizz Fluttershy? Are you in there?”

Fluttershy hid her head in Rarity’s chest fluff, trying to curl around the thing as much as she could.

“We’re both in here, Lotus,” Rarity called back. “We’ll need some more time.”

“Very well,” Lotus replied. “Take your time, Mizz Rarity.”

Rarity nodded, then turned back to Fluttershy, taking in a deep breath as she started to debate her next actions. “Darling... I’m going to take care of this, but I need you to trust me, all right?” She got down from the bench without waiting for an answer, sitting down in front of Fluttershy and eyeing the monster with trepidation.

“Of course I trust you,” Fluttershy replied in confusion. “But what are you going to do?”

"Well, darling, it's quite simple," Rarity started, with a cheeky smile. "What does one do when they are aroused greatly?"

Fluttershy said nothing and made no expression for a few seconds, until she blinked repeatedly and her face turned more red.

"I can make this problem go away, dear," Rarity restated as she edged closer, her eyes still eyeing the impressive length, until she looked back up at Fluttershy's eyes. "It is why I asked if you’ll trust me."

"I-I know... but, is... this right though? I-I mean I won't say no but... it's a bit... weird?" Fluttershy answered, her words slipping out almost like she couldn't get her thoughts together.

Despite the uncomfortable feeling Fluttershy was giving off, Rarity only smiled.

"Naturally so, dear. We are after all dealing with Wild Magicks from the Everfree! We've seen many outlandish things almost as intriguing as... this."

"Okay but—” Fluttershy asked, but stopped as Rarity reached up and pushed a hoof against her lips.

"Darling, I will absolutely make this go away," Rarity cleared her throat and stayed quiet for a moment until she spoke again. “But... I’m going to have to be very... lewd with you. Is that all right?”

Fluttershy said nothing, only opting to stare with wide eyed disbelief, until she tried to look away. Rarity expected as much. If she was in Fluttershy’s hooves, the whole situation would feel extremely awkward and she wouldn’t know how to handle it herself. Thankfully in Fluttershy’s case, all it took was a small push in the right direction, and Rarity knew exactly what to do. Without saying a word Rarity had taken the monster in both hooves, and was licking the head of it just before engulfing it in her mouth.

“R-Rarity!” Fluttershy hissed. “Is… what are you… a-ahh!”

Rarity allowed the head of the beast to pop out from her muzzle, gently rubbing up and down the length of it and cupping the orbs underneath it with her magic. “As I said… I’m going to do what needs to be done. Let me take responsibility for my actions, Sweetness. Just try to relax, take that robe off, and we’ll fix you right up.”

“This is-sn’t your f-fault!” Fluttershy protested. Despite this, she did as she was told, removing the robe that had constrained her wings and settling on the bench in a more comfortable position.

“It’s adorable that you think so. Have no fear, you and I will have a long-overdue talk when we get back to the Boutique.” Rarity smiled at Fluttershy, then took the head back into her muzzle, suckling it lovingly for a moment before letting it pop back out again. ”But not now, understand? Now I suggest you just moan into your wing if you need to.”

"O-okay," Fluttershy replied, looking bashfully away momentarily before returning her gaze to Rarity. "Have… have you done this before?"

Rarity hesitated for a long moment, torn as to whether she wanted to imply more experience or just be honest. In the end, it was the fact that the only other pony in the room was Fluttershy that decided it for her. "Well… no," Rarity admitted, looking to the floor while absently stroking up and down the length of the absurdly large thing with her hooves. "But I've read dozens of novels with... varying degrees of descriptiveness. I should be fine." She could barely hide the blush she felt in her cheeks. "Close your eyes and relax, dearest. Let me take care of you."

"Okay,” Fluttershy squeaked, appearing much more at ease.

Rarity smiled back at her, then focused on the monster before her. She took the head of it back in her muzzle, letting her tongue caress the flared, rough edge in a slow manner. She kept her magic cupped on the sack below, gently massaging and maneuvering the delicate orbs with the utmost care. Her hooves continued to paw and rub the thick, trembling length. She kept her hooves above the medial ring, thanks to books stating phalluses were more sensitive and quick to cum when the upper half was focused on entirely.

Despite the urgency in wanting to help Fluttershy, Rarity wanted to enjoy this monster more thoroughly. There was only so much a book could describe and she was already noting subtle differences from the various scenes she’d read. As she continued to suckle the tip, a new scent perforated the air around her. She didn't know where it was coming from at first, but bobbing her muzzle down slightly, the scent grew stronger momentarily, before she came back up.

Her curiosity piqued, she allowed her mouth to pop off the tip and followed the length downward between Fluttershy's thighs. The scent became stronger as her face became level with the magically held orbs. She took a quick whiff, realizing it seemed to be coming from those selfsame orbs. The scent wasn't off-putting, in fact, Rarity found herself slowly becoming enthralled by it. It was a light musk, an odd mix of feminine body wash, and a tinge of sweat that reminded her of a hard-working stallion. She found it curiously intoxicating, and as she moved her face closer to the trembling mass, she could feel a tingle of arousal that she had not expected to feel. For all that she had this new equipment hanging from her, Fluttershy was almost entirely unlike the sort of pony Rarity would normally think of as appealing. She was attractive, to be sure, but had only been empirically so until now.

Her muzzle came in contact with the area between the two orbs, causing a stifled eep from above. Rarity's eyes went up to Fluttershy's, quickly noticing hers were clenched closed, while her lips were pinched shut. Despite the uncertain look, she wasn't protesting to any of Rarity's ministrations, trusting completely in her friend knowing what to do.

She pressed her muzzle deeper into the crease of the sack, letting the light musk cloud her mind. A flitter of yellow wings caught her attention, before she moved her muzzle down and let the thick orbs rest on the tip of her nose. The scent increased tenfold, causing Rarity to shiver with delight and flick her tail wildly. She moved her mouth to the underside of the sweaty orbs and hummed gently into them. At the same time, she moved her right hoof up to the tip of the monstrous erection, while her left hoof traveled to the base of the shaft. Once she came in contact with the tip, she felt something cold and wet cling to the edge of her hoof. She smiled and purred into the orbs, taking it as proof that Fluttershy was starting to enjoy what was happening.

She ran her hoof in a small circle around the tip, spreading the light fluid out evenly, while at the same time, she brought her lips to the right orb. She kissed it and quickly followed it up with a tentative lick. Her actions were rewarded with another flitter of yellow wings that were on the cusp of flexing outward completely. She wanted to see those wings flare open and a particular scene in one novel started to play out in her mind. Less than a moment later, she opened her mouth, letting both low-hanging orbs enter without pause. Once in, she clasped her mouth around them ever so gently, before humming loudly, letting her lips vibrate intensely against the delicate bits.

The result was instant. Those yellow wings flared open fully and Rarity felt her friend's body shudder and tense up. The sound of air being sucked through teeth greeted Rarity's ears, while Fluttershy's lower body arched forward, promptly pushing the base of the monster against Rarity's muzzle. Even with a mouthful of orbs in her mouth, and a needy erection right up in her face, she couldn't help but smile and hum even louder.

"A-aaahhh, that fe-feels… n-nice," Fluttershy whimpered and stuttered as her mouth trembled and her eyes clenched harder to stay closed.

Rarity was thrilled, feeling a true sense of contentment at having pleased her friend, but she wanted to give Fluttershy an experience to remember. She took her mouth off the orbs, letting the spittle soaked bits glisten in the foggy atmosphere briefly before she turned her attention to the throbbing mass above. Bringing her left hoof to the medial ring, she held it steady as she brought her head upward. Less than a second later she opened her mouth again and firmly latched the coarse and flat part of her tongue against the base of the shaft.

The erection flexed at the touch, but Rarity wasn’t done. Slowly and methodically, she started to trail her tongue upwards, letting her taste and savor every bit of it as she could. Her efforts yielded another twitch, so noticeable that her tongue briefly left it, and at the tip, another burst of white fluid came forth. Her hoof didn’t stop it, instead, the small amount that exited began to run down the shaft, landing on her tongue. Rarity let off an erotic moan as the oddly sweet fluid tasted divine, and it made her press her tongue more firmly against it.

She came to the tip, her lips resting against the flare, as she debated her next actions. Those books were great at describing foreplay, but with Fluttershy leaking so much precum, Rarity was worried she would push her friend to a very mediocre climax. She knew what to do next; all that she had to do was relax her throat and breathe in between her bobs, but the size of it made her reluctant. She wasn’t sure how much of it she could fit in her mouth, but in the back of her mind, she knew that it would be an enjoyable experience to learn. Not wanting to keep Fluttershy waiting, Rarity opened her mouth and latched her lips around the entire flared edge, successfully putting the first inch in.

Looking down, she knew there was no way it was all going to fit. Totally ignoring the girth of what she already had, there was simply no feasible way to account for the sheer length, and even if by some miracle she did, the medial ring would absolutely be impossible. She’d, of course, read about the infamous ‘deep throating’ in her naughtier stories, and while the idea intrigued her, the impression left was that it very much wasn’t for amateurs. She instead contented herself with bobbing her head up and down, slowly taking in more while humming something ravishing she’d heard some of the flower mares singing the other day. When the flare bumped up against her tonsils, she backed off a scoach to avoid choking.

As Rarity glanced up, she found Fluttershy looking down at her with wide-eyed wonder and adoration she’d never seen in those eyes before. Rarity decided she quite liked it, and bobbed a little faster, increasing the tempo of her song.

“Rarity... I’m... I think something is happening...” Fluttershy said between labored breaths.

Rarity would have smiled if her entire muzzle wasn’t filled with the mass of throbbing flesh currently occupying it. She bobbed a little faster, using her hooves to rub up and down the entire length not inside of her mouth. Fluttershy’s hips slowly started to rock in time with Rarity’s movements, a not so subtle hint that she was close to a finish. The monster in her mouth pushed further in than she was used to by that point, but she wasn’t going to voice her displeasure in the matter. When she felt Fluttershy’s hips jab forward, she allowed it, doing her best to swallow downward in hopes of opening her throat to fit just a little more of the beast.

“Ra-Ra-Rarateef!” Fluttershy screamed around a wing that she’d shoved into her own mouth.

At the very back of her throat Rarity momentarily felt the flared end throb and somehow expand inside of her, and a gush of what she assumed to be the ‘cum’ she’d read about, flooded into her. For a moment it was touch and go as to whether she could take it in, or if her stomach would rebel, but she somehow was able to begin swallowing despite discomfort from the pressure of it.

Fluttershy gasped, thrusting forward once more, and a little more of the flare lodged itself past Rarity’s tonsils. Rarity stopped moving entirely, trying to just let herself be a temporary receptacle for Fluttershy’s pleasure, feeling her stomach bulge as the flow continued down her throat in an increasingly airtight seal.

After what seemed to be an eternity, Fluttershy collapsed backward, pulling the huge thing from Rarity with an audible pop and allowing just a little of the fluid to leak from Rarity’s muzzle.

Both mares took in a much-needed breath, Rarity using her magic to gather the cum that had escaped before it fell from her lips onto her robe. The globule floated in midair, and she looked around for a moment for a place to dispose of it before grinning a wicked grin and bringing it back to her lips to drink it down.

It was sweet and held hints of the large amounts of apples and oats that composed much of Fluttershy’s diet. More of it dribbled from the end of Fluttershy’s slowly wilting member, and she quickly took the end of it in her muzzle, suckling the remaining cum from it as she might the cream filling from the filled donuts she sometimes ordered at Sugarcube Corner.

Fluttershy’s left leg kicked a little, but she was otherwise unresponsive. She lay back against the wall and gasped as if she’d just run a marathon. Rarity felt much the same, but her heated body yearned for more. With the scent of horsecock heavy in the air, her nether region burned with an intensity that was very reminiscent of a heat cycle. Her eyes focused on the wilted member before it retreated back into the sheathe, filling her with a sadness that reminded her of parting with a new friend she would never see again.

“How do you feel now, darling?” Rarity asked, her breath finally regulating normal again.

“I feel so much better now,” Fluttershy replied in a single, fast breath. “Thank you for making it go away.”

Rarity smiled, but she didn’t feel it. She’d been left in a state of need after taking care of Fluttershy’s problem. In her novels, what had happened between them was a prelude alone, but they didn’t have time to perform the next scene that typically quickly followed between the two ponies, not there in the steam room. As the mental image of a pony mounting his lover became apparent, a plan started to formulate in her mind.

This whole scandalous scene could have been easily resolved if Fluttershy had been upfront about her problem, and more so, upfront about her desires. Though her friend was slowly becoming assertive over the years, she still had trouble expressing some things properly. Now that the tension had come to a head, Rarity knew that the underlying feelings between them needed to be resolved in some fashion. Eyeing the pendulous balls still present on her friend, she knew exactly how she wanted that resolution to occur.

“Anything for a friend, dearest,” Rarity spoke, reaching up to wipe away a bit of spunk that was hanging from her lower lip. “But we shan’t take too much time to relax. After all, you still need a bath at my boutique.”