A Night at Carousel Boutique

by Velocipede

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Original Character, Comedy, Rarity, Sex, Human
Length: 10081

Rarity gets Ellie's bra off, and finally gets her to learn that having sex with the magical horse ladies is, in fact, very cool and good.

Blurb

Rarity gets Ellie's bra off, and finally gets her to learn that having sex with the magical horse ladies is, in fact, very cool and good.

Tags

Sex: The whole story is Ellie and Rarity having sex. They also speak in French sometimes because they're both kinda insufferable. Or, as they would say, insupportable. It's not tagged with Porn because there's more to the story than the sexhaving, and it contributes worldbuilding and characterization to the larger arc.

Author's Note

This is what I'm doing instead of spending time with my family during the holidays. Life comes at you fast.

Published 2020-12-27 20:50:00 UTC
Last updated 2021-01-20 16:24:23 UTC

mare on human female, cunnilingus

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.”

human female on mare, hornjob

Ellie hoped that Rarity would find “tentatively explore” an acceptable substitute for “ravish”. She couldn’t help but feel a bit out of her depth, as Rarity was certainly doing her part of the ravisher/ravishee unspoken contract, positioning her body to emphasize the curve of her haunch in a way that made the pose look absolutely effortless and natural.

Ellie tucked her legs underneath her to crawl herself forward. She had half a mind to toss off the heels she had just realized she was still wearing, and the half-finished matte polish she noticed on her nails as she got on her hands was certainly not what she was used to seeing. But the overall pink-dominated décor of Rarity’s… whatever room you would call this (were they technically having sex in the middle of a commercial establishment?), the bright red upholstery and gold trim of both chaises, her nails and heels, Rarity’s everything… It all fit together, somehow. She was rarely in spaces so curatedly feminine, and she could not help but feel like an infiltrator, in her mind.

But with the way Rarity was looking at her with those half-lidded, come-hither eyes and coy smile, she was at the very least an invited infiltrator, whatever that meant.

The unicorn’s smaller torso meant there was room on either side of her body for Ellie to find purchase for her hands and knees, though she still had to take care to not step on her lovely tail, which brushed against the sensitive skin of her inner forearm regardless. Ellie looked up at Rarity’s face to see absolutely no betrayal of intention, as a lady should not. She smiled determinedly as she positioned her body on top of the unicorn’s, supporting herself on her forearms which were laid down on either side of Rarity’s not-shoulders, and pressed her lips to her muzzle.

She tried to go into it with as much confidence as she could, but the difference between pony muzzles and human mouths was still throwing her off. Or maybe it was jitters from trying to live up to the great job Rarity had done making out with her earlier. Or maybe it was the lack of practice from the dry spell she had already been in before the pandemic started. Or maybe it actually was the fact that she was making out with a horse. Or maybe…

Whatever it was, despite technically being the one providing the force and deciding the rhythm, it was clear Rarity was in control. If there were such a thing as power bottoming for makeouts, Rarity was doing it, and doing it well. The way she responded to each lip press, sanding off the blunt edges and finishing it off with a smooth suppleness that Ellie wished she could do so effortlessly. The way she turned each exhale between liplocks into a Rarity noise. How good she was at moaning…

This was true confidence, not the swagger and crude humor Ellie used to substitute for it. Combined with sheer technical skill, they were the things you’d need to actually bottom well. To turn it from the mere state of being the one receiving into one half of an experience-crafting duet, though Ellie readily admitted that she would be the less-skilled half of that performance.

All that definitely made Rarity a rarity, at least in Ellie’s personal experience. How ridiculous was it that she had to be blasted into a universe of magical horses to find somebody like this? Somepony like this? Because she was, in fact, making out with a horse?

She broke the kiss, then touched her nose lightly to the tip of Rarity’s own and held it there, smiling as Rarity’s lips pursed at the air, calling for her own. She looked deep into those ridiculously blue eyes for a few moments as Rarity smiled back.

Then she moved her face down, planting kisses on Rarity’s chin and down the side of her neck, slowly getting used to the feeling of coat on her face and lips as she did so. The soft and smooth texture endowed by her immaculate maintenance routine certainly made it a lot easier. But what she was not used to was how the neck just kept going past where she would have expected, and did not terminate in a shoulder but rather just sort of attached to the rest of her body. She doubled back, stroking her opposite cheek with the thumb of her left hand as she did so, then set herself to turn her head so she could nibble at the bottom of her ear…

Right, farther up. To start nibbling up ears that were a lot higher and up-pointier than human ones. Ears that flicked at her face adorably. She thought to herself how they were better than human ears, then chided herself for deciding that already after having sex with just one horse. No, surely it was Rarity making this experience so special. She and the adorable giggly humming noises she was making as Ellie worked her way up to the pointy tip.

She opened her eyes to see the crest of her ridiculously high-maintenance purple mane and the gleaming white keratin of her horn. Right, because she was a unicorn. The thing that was synonymous with “something that doesn’t exist.” The thing that gross straight couples were looking for when they messaged her on dating apps back when she presented more soft-butch, years ago now. She tried to stifle it, but she began giggling uncontrollably at this. From her viewpoint, she could see Rarity’s huge eye open and look up at her, concerned.

Still giggling and feeling absolutely ridiculous, she extended her tongue and licked the base of her horn, expecting to feel and taste nothing but cold keratin. But that was not so. Instead, it felt warm and tingly, like a concentrated version of the aura Rarity used to hand her things or push her fingers away. Rarity let out a stifled yelp, which was very interesting. Curious, she gave Rarity a full, slow lick up her horn, and Rarity let out a low moan in a way that sounded performative, but Ellie could tell that was a Rarity flourish on an otherwise involuntary act. Very interesting…

Positioning her face for it, she opened her mouth and took in Rarity’s horn, wrapping her lips around it and using her tongue to give brushing licks around the side. She had been wary of the sharp point, as getting her palate run through while going down on a magical talking unicorn’s horn was somewhere below the bottom of her list of possible ways she thought she could end up dying, but she had to admit that the sheer ridiculousness of it meant that she probably would have no regrets if that did happen. But she didn’t even have that to worry about, as the point was well-cushioned by more of that same warm, tingly aura that pulsed back against her tongue and lips.

As she bobbed her head up and down, pressing with her lips, feeling the length of the horn in her mouth, Rarity’s moans and exhales became less and less refined as she began breathing heavily and shuddering. The sheer novelty of witnessing such an uncharacteristic loss of control excited Ellie even further, and she was setting herself to double down on the act when she felt a hoof tapping on her side.

She popped the horn out of her mouth and moved back to face Rarity, concerned. The unicorn was panting, but trying to hide it, dabbing off the sweat on her face with an aura-held handkerchief. (Hoofkerchief?)

“My apologies.” Rarity started, which struck Ellie as a rather odd way to start. “I should have realized that as an outsider to Equestria, you wouldn’t know the associations…”

“Associations?” Ellie blinked. “Oh, sorry! I really should have asked before doing something like that!”

“No, no, you didn’t do anything wrong.” Rarity assured. “If you had, I would have blasted you away after that first lick!” She gave a short, maniacal laugh that took the edge off just how casually she dropped that. “But I was… taken by how such a refined gentlemare such as yourself could act so crudely, yet in such an innocent manner… The combination was…” She smiled oddly. “I must admit, I do feel rather ravished.”

“Oh, yeah!” Ellie grinned awkwardly. “Happy to be of service!”

“But you must understand!” Rarity insisted. “I am not the type of mare to do such a thing on a first night together.“

“I… Uh…” Ellie frowned awkwardly. “Rarity, that doesn’t really mean anything to me? Like, before a minute ago I had no idea unicorn horns were even intimate parts like that.“

“Really?” Rarity exclaimed, incredulous. “It is the most intimate part of me! My horn is my livelihood! All of my skills in measuring, sewing, cutting! And not only that. My horn is how I lift things. Hold things. Feel things.”

Ellie’s eyes widened as she felt a warm, tingly aura grope her right cheek, and not the one on her face.

“And there are a great deal of things that I enjoy feeling.” Rarity smiled lasciviously, back in control. “It takes a lot of trust and intimacy for a unicorn to be comfortable to have their horn inside of somepony like that. From both parties, mind you! One burst of magical energy and I could have, well, not to be crude, but I could have killed you.“

“Haha, yeah! Yeah, I didn’t really think through any of that…” Ellie agreed nervously. “Thanks for not accidentally killing me during sex.”

“Oh, could you imagine the headlines?“ Rarity placed the back of her hoof on her forehead in a woe-is-me. “Quel scandale! I would not be able to sell a dress in any of my boutiques for at least two seasons!” She then looked at Ellie. “Oh, and it would be a shame if Equestria lost somepony as charming as yourself before your time, of course.”

Ellie laughed, as she couldn’t help but be charmed by her priorities. Then, she had an idea.

“Hey, uh, does that mean then the most intimate act for a unicorn would be putting their horn in, well I don’t know what your word boundaries for this are, but uh, the part of me you were paying a lot of attention to earlier?“

Rarity’s eyes widened and her cheeks reddened slightly. “Oh my. Well. Well. I must remind myself that you truly are curious and are not just simply being crude.”

Ellie did not admit that she was also partially just being crude.

“Again, I do not normally speak of such things so casually, especially since a proper lady does not ‘kiss and tell’…” Rarity took in a breath, as if to prepare. “But yes, I have done the act you deduced the existence of. It was very meaningful and intimate, as such an act should be. And I am sorry to inform you that I would not be comfortable with doing that with you tonight.”

“Whoa, hey!” Ellie made a “slow down” sign with her open palm. “I wasn’t suggesting it or anything. I mean, I wouldn’t be comfortable with doing that either!” She smiled. “It sounds really nice, though. I’m glad that you got to experience that.”

“Yes…” Rarity smiled softly, looking away in remembrance. “It was.” Then she looked at Ellie, still smiling softly. Ellie felt a warm aura on her cheek, on her face this time. It felt nice. She grinned goofily.

“So, uh, are there any other body parts of yours that we should have a discussion about before I touch?”

“Well…” Rarity looked up in thought. “I suppose I really cannot assume how you humans approach things…” She frowned. “It is difficult to speak of it in a refined manner, but there is the issue of, shall we say, the back passage…”

“Oh, our two species are in agreement about that!” Ellie agreed. “Well, at least I’m in agreement. I can’t really speak for everyhuman. But yeah, I’d want a discussion before doing anything with that, too. If there is anything is to be done.”

Rarity just smiled in response. She didn’t need to say anything else.

Ellie had another idea. She put her face up to Rarity’s ear, as if to nibble it again. Rarity turned her head to let her, and Ellie did nibble it a bit. But then she put her mouth inside her ear and whispered:

“Your horn felt and tasted so good in my mouth.”

Ellie could hear Rarity’s breath hitch, and she pulled back to observe that she had gotten the effect she wanted. Rarity’s eyes were wide, her cheeks red, her control lost again. It was delicious.

She smiled and bent down, nuzzling the coat of her cheek with her own as she began a trail of nuzzles and kisses leading south. As she did so, she set her jaw first one direction than the other, popping the joints in preparation for her destination. She hoped her skills would transfer over well enough to cash the check she just signed when she got there.

human female on mare, cunnilingus

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.