Lingering for a moment on Rarity’s chest, Ellie reflected on the novelty of there being nothing there, which she had worried would put her off. But what would be the alternative? That Rarity’s breasts would be there underneath her coat? That did not sound appealing at all.

She knew where they would be, knowing Earth horses. A detail she’d had no reason to think about in her city life until that day at Alicia’s mom’s hobby ranch. A day she tried not to recall, because if what she’d seen then was what Rarity had down there…

But then again, she was nuzzling down the body of a literal talking unicorn, magical horn and all, whose society and culture were bizarrely and improbably similar to Ellie’s, down to the author names modulo the horse puns. Who knew how her biology worked? For all Ellie knew, Rarity would just have a human vulva down there. But then again, would that be the less appealing alternative, too? Ellie didn’t want to think too hard about it.

As she got closer to the base of Rarity’s barrel, she moved towards her haunch. She planted her elbows on the towel laid out on either side of Rarity’s tail, then stabilized herself with her hands on the unicorn’s flanks, groping them as she did. Rarity mmmed at the novelty as Ellie turned her attention to the three diamonds in front of her face. Rarity’s cutie mark. She could finally admit to herself how appealing she found the most ridiculous thing about these magic horses. At least, how appealing she found this one. They were just so pretty on her. She bit each diamond in turn to Rarity’s coos of appreciation, feeling the texture of Rarity’s coat and the flesh underneath it on her teeth. She reflected.

In the past, she’d never thought much about how all of these colorful horses were naked all the time, because that made sense. Horses don’t normally wear clothes! But she had noticed what she didn’t notice, and by the time she’d come to tentatively accept that this world was more than a fever dream, she started figuring that it was magic? Who knew how magic horse anatomy works? Maybe they were all smooth down there like Barbie dolls. But it’s something that she’d never thought about much, because what kind of a weirdo human would?

Then one day Pinkie misaimed the force of a hug and sent Ellie tumbling backwards onto the floor. In scrambling to get off, Pinkie’s hindlegs passed over Ellie’s face, and something resolved for a split-second in her view. At that moment, she was enlightened. But her mind deliberately did not register the details of the image, knowing what the image was.

Now, she regretted not taking in the view, then. At least then she would have an idea of what was waiting for her next. Dreading what’s next, stalling here, knowing she was stalling, giving herself a countdown for how long she could keep groping Rarity’s thighs and kissing her cutie mark. On the mark, she lifted her face, taking in the shape of her haunch and thigh, and despite the non-human anatomy, found it not too bad. Yes, not bad at all, but she’d always thought it adorable how these pony creatures sat, so she wasn’t too surprised by that. Concentrating on that, she opened up the unicorn’s legs, her gaze nibbling up the distance down her inner thigh in increments, until the field of silky white coat stopped.

Definitely not human, was what Ellie’s mind screamed at her. A mound of flesh in unfamiliar shape, protruding. Gray, of all colors. Gray. When was the last time she’d ever seen gray flesh? Back when she ate meat, if she left the ground beef in the fridge too long. Just about the worst comparison to make right now, yeah?

She tentatively laid the pad of her index finger on Rarity’s lip, the confidence given by the experience of a dozen human bodies evaporating in an instant. But how could it not, her mind insisted. None of this was human. The amount that the flesh yielded. The texture of the surface. The way the lips formed such a defined seal, broken at the top by a peek of pink below what must have been the clit. And as much as Ellie loved clits, this one was doing something she’d never seen one do before, pulsing rhythmically in and out of the gray that contrasted so strangely with its color…

“Are you okay, dear?”

Ellie looked up to see Rarity smiling at her through half-lidded eyes, forehooves curled up in front of her like an adorable praying mantis. Ellie blushed, suddenly self-conscious of the ambivalent expression on her face.

“Oh, I, uh…” Ellie felt uncomfortable meeting her gaze, but also felt uncomfortable turning her own gaze away.

“No worries, do take your time!” Rarity fluttered her eyelashes. “Though it is fortunate that I find your hesitation charming.” She smiled smugly, asserting her control in her typical way. “After all, there was no hesitation from you earlier.“

“Oh, uh…” Ellie blinked, nervous, then said something just because she felt like she should. “Sorry about that. I mean, I’m just really new to this whole outside-my-species thing and I… uh…”

Rarity’s smile dissolved into a concerned frown.

“Darling, are you not comfortable with this?”

Ellie felt enough regret on hearing the confidence in the unicorn’s voice falter, but it was nothing compared to what came next.

“You know, Ellie, you really should not feel obligated to reciprocate…”

That stabbed at Ellie like a knife in the back. Well, of course. Obviously. If Rarity gave her head, that just makes her somehuman who enjoys a good time. But she wouldn’t really count as a horsefucker until she went down on one, right?

Is this what it felt like to be on the other side of that dynamic? The amertume of hypocrisy was bitter in her throat, causing her to close her eyes and grimace. No. She could not live with that. She was going to eat out this horse and eat out this horse hard. As hard as her ancestors once rode them across the Central Asian steppe.

Terrible analogy. Easier said than done, anyway.

She kept her eyes closed, but turned her grimace into a determined smile. She began to stroke the inside of Rarity’s left thigh with one hand, gripping her right with her other. She concentrated on who the mare before her was. Somepony who, for all her butch bravado, Ellie knew was way out of her league. Of course, there were the obvious things. The multiple successful boutiques, the easy, flirty charm that seemed just so effortless, the refined trans-Atlantic accent inexplicable in a world without an Atlantic Ocean, that vague status as the Bearer of the Element of Generosity, which was… What, again? Something friendship magic destiny something?

But on top of all of those special things she was, there were the things she had given. Skipping the gift of the clothes she had made for her gratis, of course. As well as the referent of the crass joke that she had strangled in its crib earlier, preventing her from shouting “Element of Generosity, indeed!” after Rarity had just gone down on her for what felt like, but surely wasn’t, hours. It was something more that that, which Ellie could not put into words until thinking about it just now. Words that recalled what Rarity herself had said earlier.

It was that she saw her.

She saw the aesthete underneath the tattered clothes. She saw the genuine heart underneath the self-satisfied quips. And, Ellie imagined, she saw the pony underneath the human. In an odd way, that was precious to her.

But it was more than that, in the way she had so unhesitatingly went at Ellie’s body earlier. It wasn’t that she was merely accepting of the differences. She was excited by them. Not in a way that felt objectifying. In a way that had made Ellie feel special. As if her body were seen for the very first time.

Because in this world, it was.

She wished she had realized it at the time, not least because she definitely would have come if she had. That what Rarity did meant something more than the novelty of a magic talking horse doing her. Taking her body divorced— no, freed from its context. Rediscovering it. Rechristening it, with lustful gazes and sweet kisses and loving licks. Each slow tonguestroke dissolving away the last stubborn remnants of the ideal of what a desirable body “should” be that she, on some level, thought herself a failure for internalizing at all.

In a way that was not odd at all, that was so very precious to her.

At that, Ellie let out a sob, which surprised her. She only then realized that tears were leaking from her closed eyes. Understandably, Rarity was very, very concerned.

“Ellie. Darling.”

Ellie looked up at her through the blur with a grin that she realized must have seemed more unsettling than anything else.

“I must reïterate. We really can stop here. All I truly want is your comfort.”

Rarity tried to close her legs, but Ellie stopped her with her hands still on them. She then realized just how weird that felt, and let go, but Rarity then let go as well. She looked very confused. Ellie let out a strange laugh at the absurdity of it all.

“I’m so sorry!” Ellie could not stop yet another laugh. “I really didn’t want to make you worry like that! All this is good, trust me! Really good! I’m…” Ellie sighed in disappointment with herself as she failed to think of another word. “I’m processing.”

Rarity frowned. She hesitated a bit before speaking. “Ellie. I must ask. Is this part normal for your species? I know one must not judge such things, but—”

“No!” Ellie interrupted, choking out another laugh. “I mean, yes, it is? Sort of? But not really? No. Forget it. Please! I’m just very weird.” Ellie began to stroke the insides of Rarity’s thighs again. “I’m really sorry. I want to do this, I really do, but if all that made you, uh, want to stop, that’s okay.“ At this, she stopped her caresses and smiled reassuringly at her.

Rarity smiled back, if still puzzled. “And you are sure you are not uncomfortable in any way?”

“No!” Ellie could say that with confidence, she realized to her delight, because it was true. She kissed the inside of Rarity’s thigh, keeping eye contact with her all the while. “I really want to do this. Please let me. Please.”

Rarity’s eyelids lowered sultrily, as the once-lost confident smile found itself on her face again. She closed her eyes, flipped her mane Rarity-ly, then snooted. “Well. What kind of host would I be if I refused such a reasonable request?”

Ellie grinned. “Oh, the worst. Possible. One!”

Delighting in Rarity’s chirp of a laugh, Ellie buried her face in the coat of her inner thigh, planting strong kisses and light bites as she inched her face towards her crotch. When she ran out of coat, she reveled in the soft warmth of flesh pressed against the flesh of her face, as well as the ever-increasing strength of the musk that she breathed in so hungrily. Then, she was there. The final kiss. Lips on her vertical lips. Nose nosing its way into the seal of her crevice ever so slightly, just enough to feel the viscosity of her slick; to smell the headiness of her musk. Not exactly the same as the sour notes of human musk; of sweat and fluid and hair and folds. No. Earthy tones. Grassy. That made sense. You are what you eat, after all. Which meant that Ellie would soon enough also partially become the weird hay-based diet Rarity and all these magical horses ate, if yet another trophic level removed.

She opened her lips, pressed her tongue forward, and licked, feeling every bit of the unfamiliar texture of her surface. With some force, she parted her lips with her tonguetip, and probed her way inside. Underneath the grassy tones, the taste and the texture were a familiar experience in ways that contrasted with the parts that were not. The way that the lips did not yield as easily. They way they themselves pushed back against the sides of her tongue. The moan that emanated from Rarity’s other pair of lips. Which actually sounded completely human, just like her voice. It’s just that the moan was so well-performed and alluring that Ellie had to sadly admit to herself that it constituted one of the unfamiliar parts.

The moans kept coming as Ellie continued to lick, parting the lips at the bottom of the stroke, feeling their sides on the sides of her tongue throughout, disengaging at the top. Never going past her own nose, which was still slightly planted in its spot in the middle. She kept it still there, as best as she could, occasionally nosing upwards to the sound of a gasp of delight. She felt Rarity’s thighs and flanks underneath the gropes of her hands. She reveled in the notes of Rarity’s smell and taste. She warmed herself on the heat of Rarity’s marehood radiating against the delicate skin of her closed eyelids. She was ready.

She pulled out her nose to another delightful, low gasp, then opened her eyes to have another look at the treasure offered in front of her.

The gray. How could she have ever thought badly of the gray? It was such a pretty shade of it, contrasting in color with her fine white coat in a way that was just lovely. And the way the flesh curved was just so soft and pleasing. From the low mounds of her teats to the bridge of soft flesh leading up to the tender cliff face of her marehood, at the top of which was…

Her eyes lingered on it. Her. Because something so precious deserved the female pronoun. That jewel of pink pulsing and quivering against the gray on either side, parting them ever so slightly on every throbbing push. Wet and slick and full and lush, her cleft inviting, the shimmer of the liquid clinging to her only accentuating the promised sweetness. The light reflecting on her bouncing as she continued to pulse and push. Reaching out towards Ellie. Begging for her attention. Trembling.

The glands in her mouth began to fill it with saliva. She licked her already-wet lips, probing their plumpness against the tip of her tongue as if in rehearsal. Much like an election forecaster with 98% of the ballots in, she’d seen enough.

She lowered her face again, planting her nose on Rarity’s crotch a good bit higher this time so that the top edge of her marehood was against it. She delighted in the tremble of the body underneath her, and began a slow lick from as far down as her tongue could go up along the seam of her lips, dipping naturally into the opening underneath her winking clit, Rarity cooing with anticipation as she did so. Then she reached the small column of pink flesh, curled the surface of her tongue around it, and stopped. Rarity’s clit continued to wink, rubbing herself against Ellie’s tongue in little nudges. The unicorn cooed in frustration.

Ellie obliged, curling up the tip of her tongue to massage the cleft of Rarity’s clit as she pushed in and out, delivering tiny licks across her surface. Then, longer licks along her slit, pausing at her clit to time the upstroke to make maximum contact with that silky, spongy surface. Rarity’s Rarity noises were so much more than merely encouraging. Her normal speaking voice oozed flirtiness. Her bedroom voice oozed sexiness in the breathless quality of her moans and gasps.

Closing her eyes, concentrating on the sensations on her tongue and the beautiful sounds in her ears, she kept licking. She found herself settling into a rhythm, her tongue arriving at its destination just in time for Rarity’s clit to be at apogee. There were no more hesitations now. Just repeated, singular strokes in time to the music of her moans. Each time she could feel that nub of flesh push back delightfully in full force against the apex of her tonguestroke, it felt like a reward.

So much unlike human sex. So different. So exciting.

Her face was coated in not only in Rarity’s slick, but her own drool as well, as she did not dare stop to even lick her own lips and swallow. She reveled in it. She could smell nothing but Rarity’s musk. Feel nothing but the texture of silky flesh on her lips and tongue. Feel nothing but the soft, coat-covered flank in her groping hands. Feel nothing but the warm pressure of two adorably squat thighs squeezing against her ears. Squeezing. Squeezing.

Rarity stiffened, her last moan stretching out its length as she did so. Her marehood suddenly filled Ellie’s face, throwing her off her rhythm as Rarity’s thighs squeezed her in even closer. The feeling of soft mareflesh against the skin of her nose and eyes was certainly nothing to complain about, and Ellie took the opportunity to finally close her mouth, swallow, and lick her lips. Rarity’s thighs squeezed her in once more, and Ellie shimmied her nose a bit against the softness underneath it, causing Rarity to interrupt her moan with an airy giggle as she let Ellie pull away.

“Please, I beg of you. Do not stop.”

Ellie could not help but smile. She shifted her weight to each elbow in turn so that she could stretch out her arms, then settled back into position. Repartir à zéro.

She leered at the engorged marehood in front of her, marveling at how delicious its curves and folds seemed to her now. Even what was further below looked positively delectable in this light; a gray ring of inviting flesh puckered at the center. But Ellie remembered Rarity’s words on that. Perhaps another day. She suppressed a laugh at just how far she’d come in such a short time.

What she had in front of her was a feast enough. She took her thumbs and pressed them gently on each of Rarity’s lips, spreading them with care. She lingered on the sight. The dripping pink folds that now struck her as beautiful in their own right; not for their similarity with their human analogues. She approached with her lips, then pushed in her tongue slowly, as deep as she could go.

“Yes, right there!” Rarity giggled excitedly; music to her ears. “C’mon there, bub! “

Aided by the pressure of Rarity’s thighs, Ellie kept at it, thrusting and stroking inside her, paying special attention to sweep the patch of texture on the top wall at the end of each stroke. Simultaneously, she dueled the wedge of the tip of her nose against Rarity’s clit’s continuing, rhythmic winks. The combination was having its intended effect, judging from the increasing height of Rarity’s gasps and moans. Through them, Rarity begged at her breathily.

“Try pulling on my tail, darling! Just because I am a lady does not mean that I don’t enjoy a spot of rough from time to time.”

Now there was an idea. Not taking her face away from its very important task, Ellie’s hand felt around until she found that rope of coat-covered flesh and muscle. She gently grasped the dock of Rarity’s tail, feeling out the resistance against the squeeze of her palm. The dock moved and writhed against her grasp; a very novel sensation. She tentatively tightened her grip, taking pleasure in feeling the wriggling deaden, then tried to build slowly into a solid tug. She may have misjudged that and climbed up the power curve’s sigmoid a bit too fast, judging from Rarity’s yelp.

“Gently, please!” she whined. “Just because I enjoy a spot of rough from time to time does not mean that I am not a delicate lady!”

Ellie rolled her eyes, but had to admit that the prissiness just made it hotter. She massaged Rarity’s dock with her fingers in apology for a few seconds before trying again, pulling much more gently and slowly this time. Rarity squeaked in appreciation, peaking at the stretched-out height of the tug. Ellie incorporated this into the score, the squeeze and tug contrasting with the way Rarity twitched her tail to tease and brush Ellie’s body once she let go.

As Rarity began to thrust and stiffen in waves on a lower frequency than Ellie’s strokes and noses and tugs, Rarity’s hooves planted themselves on Ellie’s bare back, bracing against her. The fact that said hooves only reached the upper middle of Ellie’s back was ridiculously adorable enough, and Ellie’s free hand began to feel their way down Rarity’s hindleg, starting from her haunch. Besides the pleasing way her coat and flesh felt against Ellie’s gropes, there were just all the ways that the anatomy was different. The knee that happened way too soon, the second bend into the cannon, the third bend into the pastern…

She grabbed Rarity’s hoof, the other digging itself into her back even harder in compensation. With her thumb, she felt the hardness of the keratin of her nail, then the tough skin of her frog, making sure to edge into the more sensitive spots in its seams. Ellie could hear Rarity’s responses to those actions underneath her moans, but she really was doing it for herself. She was truly delighting in the otherworldliness of it all.

The plumpness of the marehood against her lips. The nudging winking of the clit against her nose. The grassy smell and taste of the liquid on her tongue. The low swell of the gray teats against her eyes. The writhing rope of muscle and fat in one hand. The exotic shape of the hoof in the other. The texture of the flank-coat rubbing her shoulders. The silky brush of the tail against her body. All tied together by that voice. That beautiful airy, human voice, grounding her in the fact that all of these unfamiliar actions and tastes and sensations were for the purpose of pleasing the person on the other side of that voice, refined and kind and generous and deserving of all the pleasure Ellie could possibly give her. But even there, as the tempo ramped up, as Rarity lost control, Ellie could hear it. A subtle undertone at first, gradually waxing as each gasping exhale followed another. A whinny.

Rarity came.

As she came, she braced even harder against Ellie’s back, thrusting herself against her face with full force.

As she came, she whinnied.

To her surprise, Ellie would not have it any other way.

A splash of liquid gushed forth, and though Ellie happily swallowed the bit that got into her mouth, she let the rest smear onto her face as she disengaged her tongue. She still kept her face there, though, pressed against Rarity’s crotch, her arms once again bracing themselves against Rarity’s thighs and body as she quivered and tensed in ecstasy. As Rarity relaxed, she sighed, her voice once again very human. At that, Ellie rose up and crawled herself forward, finding spots on either side of Rarity’s still-writhing body for her hands and elbows as she got into position to press her torso against the unicorn’s. Her face against her face.

They smiled at each other as they made eye contact. Ellie was a bit hesitant, aware of just how much of a mess she was then, but her fears were assuaged when Rarity reached up to kiss her. Not a peck, either, but a sloppy kiss to match the sloppiness of the liquid smearing onto the coat of Rarity’s face. Ellie relaxed into it as Rarity tensed her body once more, the last wave of pleasure coursing through her. Then she relaxed again, slowly sinking into the afterglow.

Ellie sank with her, softly laying her head on Rarity’s chest, most of her weight still supported by her hands and knees which were braced awkwardly around the unicorn’s body. Through her ear, Ellie could hear the slowing pace of Rarity’s breathing. She closed her eyes, nestling into the intimacy. She did not open them when Rarity spoke.

“As pleasant as this is, I do have a bed, you know! I imagine you might be a bit more comfortable there.”

“Oh, no, this is good,” Ellie insisted, cooing. “I’m very satisfied with this.”

“Well.” Ellie could practically hear Rarity’s smile. “I do not know about you, but I do not settle for things. And I insist on being able to cuddle you properly.”

Ellie laughed at that, then lifted her head to look at Rarity once more, a dreamy smile on her lips. Rarity was indeed smiling back, hers giving off more of a sense of satisfaction, underneath her bedroom eyes. Ellie lingered in the eye contact for just a second longer than necessary, drinking in the wonderful moment.

“That sounds very nice,” she agreed, as she pulled back and sat up on her knees. Rarity, in one fluid motion, spun off the chaise and onto her four hooves, picking up the thick towel that was underneath her and folding it neatly in her aura. Ellie laughed at that, then laughed again as Rarity looked back at her and flicked her tail invitingly as she began to trot off.

Ellie got up on her feet to follow her, laughing a third time as she finally took off those heels, though in a nod to Rarity she paired and placed them neatly underneath the chaise instead of flinging them onto the floor like she normally did with shoes. As she followed the unicorn that she towered over in height, she could not pry her gaze away from that enticing rear end that shimmied as she walked. She found herself a little annoyed that something which was once so innocent as the back of a cute pastel pony walking would just seem sexual to her now, after all of the unexpectedly wonderful things she had just experienced. So many wonderful things. So very unexpected. So very, very unexpected.

It had been quite an evening.

Author's Note

Continued in An Evening at Carousel Boutique.