Author's Note

Starts in medias res directly after its prequel, the first chapter of An Evening at Carousel Boutique, so I recommend starting there. But that is fairly long at 9kish words, so if you just want to start by reading this that is fine too. It is perfectly legal.

mare on human female, cunnilingus

As she let her bra drip off her other shoulder, Ellie regretted that she had not taken it off in a sexier manner. But in her defense, it was a very unsexy bra, and she had always been the take-bra-off-in-a-sexy-manner-ee, never the take-bra-off-in-a-sexy-manner-er. She herself had never done it.

Not that she needed to, apparently. Rarity’s gaze was transfixed on her breasts. Her eyes wide, a wicked smile spreading across her lips. Completely unaware of anything else in the world. The part of Ellie’s brain that loved to say terribly clichéd things ironically because it was fun really wanted to say “Hey, my eyes are up here!” But getting Rarity’s eyes off her tits was basically the last thing she wanted to happen in the entire universe.

So of course, that’s what happened. The unicorn’s large, beautiful eyes shifted up to meet hers, and she gave her an apologetic smile.

“I know it is rude to simply stare. I do apologize. But I’m afraid I could not help it.” At that, Rarity gave another glance that was so nakedly excited that it gave Ellie a frisson.

“There’s really no need to apologize…” Ellie said in a low voice, her cheeks burning. “I… I like it…”

She really did. It was not something she was used to.

“Oh, good!” Rarity resumed her leering, to Ellie’s great pleasure. “Because I really have been thinking about them ever since I took your measurements.”

She floated a cloth tape measure and wrapped it around Ellie’s bust. Ellie desperately wished that the magical aura she felt on her right ribcage were just a few inches to the left, but then Rarity started rotating the loop back and forth, and Ellie was lost in the sensation of the cloth lightly caressing her nipples.

“At first I was fascinated by the design challenge they posed. But as I got to know you, well…” Rarity smiled wickedly. “I just could not arrêter myself from imagining all of the things I wanted to do to them.”

Another frisson, stronger this time, and a reddening of her cheeks. “You can do anything you want to them, Rarity…” Ellie said in a voice so small it surprised her. “Really… Please…”

Rarity looked up at her. “Oh, worry not, I will. I assure you!” She smiled, and fluttered her eyelashes. “But faut pas aller droit au but! Self-cultivation is learning how to delay gratification.”

Rarity closed her eyes smugly, and turned her prim face away. As frustrating as it might have been in the moment, Rarity talking like that actually made her way hotter.

The unicorn hopped off the chaise, the purple spiral of her tail brushing Ellie’s body as she turned around in a way that seemed very deliberate. She looked at her innocently.

“Now, will you be a dear and lie down for me?”

Ellie blinked, suddenly remembering the purpose of the piece of furniture she was on. But the chaise longue was not very long, and had barely fit the two of them sitting right next to each other. She awkwardly swung her legs bent to occupy the spot Rarity left behind, then unfolded them and tried to lie down. It was pretty ridiculous. Her legs were very long by pony standards, and most of her thighs were dangling off of the edge of the chaise. Rarity giggled to Ellie’s embarrassment.

“Oh, that simply won’t do!”

With the glow of a horn, Rarity summoned another chaise longue of a different design but the same height, then placed it so that Ellie’s legs could easily rest on it, forming a single extra-longue chaise longue of a sort.

She smiled up at the unicorn in gratitude. “Thanks!”

“Nothing but the best for our guest!” Rarity chirped, stealing another glance at Ellie’s tits, which she gladly noticed. Ellie for her part tried to turn on her side in an awkward effort to be sexy of some sort. It seemed so effortless when Rarity did it on the chaise. Which, upon reflection, she had done a lot during their past hangouts.

“Oh, no, darling! Please, lie flat. I want you to be comfortable. But there is one thing!”

To her slight embarrassment, Ellie saw Rarity float over a towel, and she lifted her hips so Rarity could spread it under her. Though it was less awkward than it could have been. After all, this was a very nice piece of furniture, and the towel matched its color, and was unexpectedly comfortable besides. Terrycloth?

As Rarity requested, Ellie lied down flat. Were it not for the towel, the pose would have felt like being on a stereotypical therapist couch, which was not a very sexy association. But as she looked up at the standing unicorn looking down at her imperiously, the puzzle pieces started to click. Then when said unicorn craned down her long neck until her mouth was at the perfect height for a kiss, it all came together.

It was certainly novel, making out with someone who was standing up, while lying down. No, making out with somepony. Because she was making out with a horse. This was all still very new to her.

A lot of things were new. Besides the fact that she felt coat against her face and body where she would expect to feel skin, there was also the way her fingers were turned away from running themselves through that luxurious-looking mane by a warm and forceful field of magical energy. Ellie contented herself with stroking her long, long neck instead.

Rarity broke the kiss. Ellie opened her eyes to see her face close to her face, enough for her perspective on her muzzle to be foreshortened. She could see just how smooth and soft the coat of her face looked, which she presumed was the pony equivalent of having good skin. She tentatively began to stroke her muzzle with the back of her hand. It did feel nice.

“You’re very pretty.” Ellie commented uselessly.

“Yes. I am.” Rarity agreed. “Now, tilt your head back for me please.”

Ellie gladly followed her orders as Rarity dove into her neck, planting sucking kisses and forceful licks all around. She would supplement this by ranging upwards to drive a kiss into her mouth or ranging downwards to plant kisses on her clavicle, or the top of her tit, or the bottom…

She ranged across Ellie’s chest and neck, giving worshipful attention to every feature but her nipples, which would have to content themselves with the occasional glancing brush by her flowing mane. They were achingly stiff, begging for attention. Ugh, of course Rarity would be so good at teasing!

Wait, was it femmephobic to just assume Rarity would be so good at teasing?

Ellie opened her eyes to observe said Rarity exploring her, though that meant having to close her eyes whenever the crest of her mane swept across her face. The hunger and curiosity she saw… She’d never seen such curiosity in this context. She’d never had a partner who wouldn’t naturally have a baseline idea of how her body worked.

Rarity made eye contact, smirked smugly, then began moving her head in a way that the tip of her mane would brush back and forth across her nipples. It certainly felt nice, but in a way that only aggravated her arousal.

Rarity smiled at her knowingly. Not breaking eye contact, she lowered her head… extended her tongue… started at her ribs, made her way up her right breast… and…

Contact.

Ellie drove her shoulders into the pillow and arm of the chaise longue behind her as a small wave of pleasure rolled through her. Rarity's face pursued their targets, not giving up her attentive licks. Ellie noted happily that apparently pony tongues were not only rougher, but longer as well, and that Rarity was just so good at varying the tempo and angle just so…

It had been a long time since Ellie had experienced something like this, between all of the girls she dated who were either pillow princesses or mostly-straight or both. Had she ever? She didn’t want to think too hard about it.

Rarity had moved on to sucking up mouthfuls of boob in order to bathe them with her tongue then lightly bite them, essentially groping her with her mouth. Ellie opened her eyes and looked up to see Rarity look at her, release her current mouthful, and smile. “I love the way they fill my mouth, darling. They’re so big.”

That sent her crashing into the chaise arm again, back arching. It was definitely the first time she had ever heard that. She’d never really thought it through that she would seem big in comparison to those adorably small pony teats.

Rarity continued her work, and Ellie kept her eyes closed, focused on the sound of her muffled moans, the silkiness of her mane as it brushed her face back and forth, the warmth and wetness and firm softness of her tongue. She squeezed her thighs together in anticipation.

Rarity withdrew a bit to admire her handiwork (hoofiwork?), and Ellie did as well. Her breasts had definitely been thoroughly worshipped, covered in saliva and light indentations. A string of drool hung tantalizingly between her right nipple and Rarity’s lips. So hot.

“Wow…” Ellie smiled in appreciation. She looked up at the horse, who looked at her, then moved in for a kiss, the string of saliva laying itself down on her chest and neck. After the kiss, the unicorn turned her attention back down, staring at her breasts once again.

“Ooh, they are so pretty!” Ellie reddened again, and felt another frisson. “But sadly, I must be off to my next destination…”

Rarity gave her two more lovingly lingering licks, then two warm kisses, as if to say farewell. She raised her head and stepped backward a few paces, making Ellie realize to her amusement that Rarity had been standing at the side of the chaise the whole time. Rarity looked at her, then gestured her head to indicate her legs which were taking up the length and width of the chaise she was on and the chaise extending it. Ellie swung her legs up, and saw Rarity hop onto the chaise and smile at her from between her thighs.

Ellie felt the nudge of an aura again, and found her legs being gingerly placed, bent, down at Rarity’s sides, who was sitting Sphinx-like on the chaise. She craned her neck to plant kisses on one inner thigh in a way her mane would brush against the other, slowly making her way up. As she got close, Ellie reached down to hook a thumb into the elastic of her thoroughly soaked boyshorts, but found her hand once again gently nudged away. Rarity paused, placing her muzzle tantalizingly close to her center, then looked up into Ellie’s eyes with her own.

She smiled innocently, and fluttered her eyelashes. Ellie whimpered.

She nudged her muzzle in, massaging her lips through the elasticated fabric of her boyshorts. Ellie’s eyes and head rolled back. She could feel the warmth of her breath, the roundness of her nose, then her tongue… Sweeping in and up and over her clit, the texture of the cloth contributing its own note to the sensation. She gripped the edge and back of the chaise with her hands.

She felt Rarity’s nose on her abdomen as the unicorn clutched the top of her boyshorts with her teeth. She lifted her hips as Rarity peeled them off her and dragged them further down, her mane brushing languorously over her abdomen and thighs as she went. She really appreciated the personal touch of Rarity taking them off as an earth pony would. She was a little annoyed that imagining what it would be like to have sex with the different kinds of magical talking horse was apparently a thing she did now.

Undressing done, Rarity began studying her with that same curiosity Ellie had noticed before.

“Oh, you do have a coat!” Rarity remarked. “Just on a very specific part of you. Fascinating!”

Ellie chuckled as she realized what she meant. “Yeah, like I said! Not a natural blonde.”

Rarity blinked. “Coats and manes are supposed to be different colors, dear. Is that not true for humans?”

“Not naturally…” Ellie said hesitatingly. The conversation was getting weird.

“Well, that’s an easy fix!” Rarity gave a zap and Ellie was amused to see her patch of coat turn the same shade of light yellow as her hair, blending in to seem nearly invisible and transparent on her skin.

“Wow, that is neat!” Ellie laughed. “Hey, could you take it away painlessly, too? Wait, no.“ Ellie reconsidered. “It looked way too weird the one time I did that.” She looked up at Rarity’s horn. “Also, probably not the best idea to be zapping so close to a part of me I really like.“

“Oh, I do apologize!” Rarity said genuinely. “I was just so excited that I could do that to your coat and mane! And so confident in my own precision. But I should have asked first. Shan’t happen again!”

“It’s all right, Rarity.” Ellie smiled, and stroked her cheek with her hand. “I like that you’re getting so excited about my body. I…” Ellie cast her gaze down, then looked back up. “I’m not used to it.”

Rarity smiled at her sweetly.

“That is a shame. There are just so many parts of you that are just so fabulously fascinating.”

As if to demonstrate, Rarity nestled her muzzle in Ellie’s pubic hair. Ellie’s breath hitched as she felt Rarity’s chin nudge the hood of her clit just slightly.

“The curliness of your coat provides a delightfully soft cushion. And the musk…”

Rarity gave a performative inhale. Ellie could not help but try to think back to everything she had done since her last shower.

“Y-you like it?” Ellie said with hesitation.

“Yes.” Rarity affirmed, moving her nose so that Ellie could properly feel the exhales from her mouth. She closed her eyes, and Ellie could see the lovely blue of her eyeshadow.

“It is absolutely delicious.” Another exhale. Ellie gripped the chaise again.

“This scent of you.” Another exhale. Ellie bit her lower lip.

“It makes me want to…”

Her tongue. Probing. Exploring. Into her. Up the sides. Firmness. Softness. Wetness. Friction. Changing shape. Pushing. Pressing. Up the center of her clit. Spilling to wrap the sides. A wall of smooth muscle stroking seemingly without end, until the end in an agile tip. Release.

The first in a series. Long, slow, and full. Always lingering at the top, always lighter there. Every time, Ellie could swear she felt a dip in her heartrate as her body received the lingering sensation.

Ellie luxuriated in these small chills of pleasure, occasionally punctuated by a more distinct wave. She relaxed into the cushion of the chaise longue, closing her eyes, focusing on the feelings and the sounds. The way Rarity’s mane would brush against her inner thigh and abdomen as her face moved. The deliciously wet noises of her licks. The sound of her inhales. The warmth of her exhales.

She did her best to ignore the scorekeeper in her head, which normally kept track of everything that was done to her to make sure they were at least reciprocated later. She didn’t want to think about reciprocating in that moment. Did that mean she was a bottom now? Was this why there was a nationwide top shortage? Because they all got Turned Bottom By The Alluringly Confident Purple-Maned Talking Fashion Horse?

Okay, probably not.

More waves came, causing her back to bend and her shoulders to arch and her neck to roll. For stretches at a time, she felt connected, as if the sensation of Rarity’s tongue on her clit somehow reached down to her very root, the center of her being. But time stretched on, and much like Whig historiography, the apparent building progression of pleasure turned out to be a temporary phenomenon, and slowly backslid, getting less frequent and intense.

Rarity noticed, because she was good at sex, and tried to vary her techniques in intensity and focus; occasionally even pulling back to regroup, stretch her jaw, and start again. Ellie really appreciated her efforts, and tried to increase her sensitivity; to lean in to the diminishing returns. But at some point, she began to actually feel the sensation as no more than what it was, a slightly rough tongue running over flesh. That is when she knew.

She reached down to place a gentle hand on Rarity’s cheek, who opened her eyes to look up at her mid-lick. She smiled warmly at her, in genuine gratefulness.

“Thank you so much, Rarity. But I think I’ve had my fill for now.”

“Oh.” Rarity realized, and withdrew her tongue. She seemed a bit disappointed. “Oh, but I thought—” She stopped herself as she realized something. “Oh, I’m sorry. I think I may have made some assumptions about how your orgasms work…” She seemed a bit hesitant to ask. “Do they work like ours?”

“Rarity!” Ellie chuckled lightly. “If you don’t know how mine works, how would I know how yours work?” Ellie sighed. “I guess I also made assumptions… I mean, you really seemed like you knew what you were doing, I kinda completely forgot I’m your first human.”

“And I completely forgot that I’m your first pony!” Rarity laughed. “Despite the differing details in our anatomy, your reactions just seemed so familiar…”

“Yeah…” Ellie agreed. “I think our orgasms work the same.”

“Oh.” Rarity sounded disappointed again. “Then that means… you didn’t?”

“No, but—”

“Oh, I’ve made a mess of it!” Rarity frowned. “I’ve been an awful host, I really should have asked what you liked first. If there’s anything I could do that you would have liked better—”

Ellie shut her fretting up with a kiss. Bending forward, she leaned into it, trying to feel and smell the dampness of her muzzle as much as she could. The contrast between the matted state of her muzzle and her prim and proper personality was intoxicating.

When she felt Rarity was sated, she broke the kiss to look into the unicorn’s eyes.

“I don’t think you could have done anything better.” Ellie shrugged sadly. “Sometimes the gears just don’t catch. But it was really fun, and I enjoyed it a lot. You made me feel good.” She smiled again, and stroked Rarity’s cheek softly. Rarity held her hand with a hoof.

“But the gears… do catch for you at least sometimes, right?”

“Yes.” Ellie confirmed. “It’s hard to predict, but when they do, it’s amazing.”

Rarity smiled. “I’m glad.”

She laid her head on Ellie’s abdomen and rested for a bit, smiling into Ellie’s cheek strokes. Eyes closed, she stretched her jaw and tongue. Ellie’s heart broke, imagining how much they must have ached. She resolved to let her rest to her heart’s content. Though it’s certainly not like she didn’t appreciate the warmth and the weight of the unicorn’s head.

As she appreciated her beatific face, she realized that she had never actually seen Rarity at rest before. Any time they were in the same room, she was always busy with something. Measuring or cutting or sewing or hosting or prancing or being charming or leaning into her melodramatic inclinations.

With both a fashion empire and a busy social calendar to manage, she imagined Rarity did not get many opportunities to rest, or even to set aside something like this evening with her. In retrospect, her intentions should have been obvious just from how much she made sure Ellie had no other plans for that evening. How could she ever have thought it was meant to just be a suit fitting?

After a good amount of time, Rarity opened her eyes. She lifted her head and gave Ellie a come-hither look, her eyelids at half-mast. Ellie bent forward for a kiss, intending it to be a smooch, but Rarity turned it into a slow makeout, which she supplemented by softly stroking Ellie’s inner thigh with a hoof.

That certainly got her attention. Ellie was quite alert when Rarity broke the kiss and looked into her eyes, smiling devilishly.

“Now.” Rarity got up, then leapt backwards onto the chaise into an effortlessly seductive pose. “Ravish me.”