***
“And you’re absolutely positive this will help with my complexion?”
“Positive.”
“Really?”
“Would Pinkie Pie lie to you?”
You hold the gaze of the white unicorn standing in front of you, her blue eyes regarding you with skepticism. Her purple mane—coiffed to perfection—shifts slightly as she tilts her head.
The mare’s lips are drawn into a frown, a thin eyebrow raised. You can see her blue eyeliner catch the light as she finally sighs and closes her eyes.
“Fine. If you insist. Just...make it quick.”
You nod.
Rarity. You hadn’t spoken with the mare herself before, but you’d heard enough about her. One of the elements of harmony. The sole proprietor of Carousel Boutique. One of the ponies responsible for saving Equestria on a regular basis. To be honest, there were few ponies that didn’t know her by name.
Shimmering white coat. Silky purple mane and tail. Stunning eyes and fashion sense. A posh, sultry voice and unrivaled sense of refinement.
Elegant. Classy. Stunning. The whole nine yards—er—hooves? Pony-lengths?
You shake your head.
You still hadn’t quite gotten down all these “Equestrianisms” yet.
Glancing back down, you can hear the very same elegant, classy, and stunning mare muttering to herself as she trots over to the front door of the boutique, her horn shimmering blue as she closes all but one of the curtains. You can see her flip a small sign in one of the windows from “open” to “closed,” glancing back and forth outside before drawing that curtain as well.
Her brow still furrowed, she trots back in your direction, her eyes meeting yours with a faint look of disdain.
“I trust you’ll keep word of this...repugnant transaction to yourself?”
“Of course.”
The mare’s frown doesn’t waver. You can see her look you up and down, her eyes settling on your belt before looking away in disgust.
“I can’t believe I let you talk me into this…”
You can see her turn, starting over in the direction of the stairwell leading to the upper floor of the boutique.
From what Pinkie Pie had said, that was where Rarity’s room was. You’d managed to get that out of her after the pink earth pony had revealed that the unicorn had been running into some “beauty problems” as of late.
Her order backlog had been growing, from what Pinkie had told you. Long nights, restless sleep—apparently the dressmaker was at her wits end trying to hide the bags under her eyes.
The unicorn had said she was willing to try anything at this point, apparently.
Convincing Pinkie Pie you might have a solution for that problem hadn’t been too difficult. Ponies here didn’t know much about humans. In a world where magic was commonplace, the idea that certain secretions of yours might have special properties seemed reasonable enough.
Watching Rarity make her way to the foot of the stairs, you pause, glancing back at the sales floor around you.
Carousel Boutique. Rarity’s place of business. Where she met with her customers each day. Spacious. Open. Tastefully decorated. Elegance at its finest. An unimaginable setting for any sort of crass act that would sully the fashionista’s good name.
You glance to the far side of the room. At the three full length mirrors centered around the pedestal there. The center stage for Rarity’s own hoofmade works of art. The sacred stage of the dressmaker herself.
You stop in place, nodding in the pedestal’s direction.
“How about over there?”
You can see Rarity turn, confusion lighting her face for a moment as her eyes follow yours. A moment later you can see her look of disgust return, her lips parting in indignation.
“Are you seriously implying that we should—in the middle of—”
You shrug.
“If you’d rather take me to your bedroom to do it, I suppose that’s fine.”
You can see the unicorn’s forehead twitch—her eyes scowling back at you beneath her eye shadow. You can see her struggling with her response, clearly picking up on the provocation.
You watch her stomp a hoof against the bottom step in frustration.
“Oohgh! Fine!”
Closing her eyes, she trots past you, not so much as glancing in your direction as she makes her way to the other side of the room. With visible disdain, she steps up onto the podium, turning around and seating herself—ladylike, gracefully—onto her haunches.
Her glare returns as she opens her eyes, waving impatiently with a hoof.
“Hurry up, then. I haven’t got all day.”
You shrug, nodding briefly as you stride up to her. You can see her narrowed eyes follow you as you approach, staring up to face you as you stop a couple feet away.
With the extra height of the podium beneath her, her head comes up just shy of your waist. An ideal setup, all things considered.
You can see her scowl deepen as you grin at the thought, a faint "tch!" leaving her lips as she averts her gaze.
You shrug a third time, nodding over your shoulder toward the door.
“If you’d like to call it off, that’s fine. I can just leave right—”
The mare interrupts you, closing her eyes as she brings a hoof to her brow.
“It’s fine. It’s fine. Just...just make it quick.”
You shrug again. Nod.
“Alright.”
Click. Zzzzzip.
You can see the mare’s eye crack open, her brow furrowing as you undo your belt. Your zipper. You can see her lips curl back in disgust at the sight of the rising erection beneath your boxers—forming a small tent in the fabric before your pants have even come all the way down.
Her eyes meet yours in indignation. As if the sight of your restrained hard-on was the most offensive thing she’d ever seen.
You shrug. You could do her one better.
Your belt comes off. Your pants. Your boxers too. You can see the mare’s eyes suddenly go wide with alarm, her mouth opening in a look of shock—appalled horror—as your naked cock bobs out into the open air before her.
“You...brute.”
“Like I said, I can leave if—”
You start to turn, stopping as you feel the mare reach for your forearm, grabbing it with a hoof.
Glancing down, you can still see the mare glaring up at you, her eyebrows shifting as she seems to be fighting with herself.
“Just...stop talking, will you? Your voice is...irritating.”
You shrug, another smirk passing across your face as you see Rarity narrow her eyes at the gesture. Slowly bringing her gaze down, you can see the look of repulsion cross over her face once more as her eyes settle on the sight of your cock bobbing in front of her. You’re already at half-mast, twitching faintly—the mare meeting each, half-hearted wobble with a wince.
Recoiling, she stares back up at you from beneath the curl of her coiffed, purple mane, waving a hoof dismissively toward your hand.
“Well? Aren’t you going to…”
She nods back at your erection with a grimace before staring back up at you.
“...start?”
You tilt your head to the side.
“I don’t know. To be honest, I’m feeling a bit nervous.”
“—Nervous?”
The mare gawks back up at you, her eyes darting between you and your wobbling member. You can see a spark of anger in her eyes, her brow furrowing in your direction once more.
“What do you mean, nervous?”
She waves a hoof toward your hard-on, taking care not to touch it directly.
“You certainly didn’t seem very nervous when you disrobed just a moment ago.”
You shrug.
“Just happens sometimes.”
“Just happens—”
You see Rarity bring a hoof to her brow, closing her eyes and muttering to herself.
You don’t pick up on all her words, but you do catch a few—“imbecile,” “arrogant” and “unbelievable” among them.
After a moment, her eyes shoot back up towards yours, the unicorn not bothering to hide the frustration in her movements. You can see her wave a hoof in the air beside her.
“Well then. What do you propose we do to make you less nervous then, dear? I’m all ears.”
You nod toward her raised hoof.
“Well, you could always help me out.”
“Help you—”
The mare immediately draws her hoof back against her chest, her look of shock returning. You can see her eyes dart between yours and your exposed erection in disbelief, her mouth unable to produce any words.
“Why, I—I never—”
You can almost hear as she grits her teeth—her usual ladylike mannerisms briefly forgotten. Your smirk only widens at her inability to respond, the sight of the renowned gossip tripping over her words satisfying in its own right.
You tilt your head to the side.
“Well?”
Her eyes immediately dart back to yours, offering you her fiercest scowl yet. You can see a small fire in her blue eyes, her teeth continuing to grind in her jaw.
“Fine. Dear. If. It. Makes. You. Comfortable.”
Her eyes drop back down to your half-risen member, looking it over like one might a half-dead snake. Averse. Hesitant. Waiting for it to suddenly leap up and strike.
After a moment you can see her close her eyes, inhaling deeply. Her eyes immediately flare back open as she does so, her snout scrunching up in a look of revulsion as she inadvertently inhales your scent.
“Oh heavens...that stench...”
You smirk again, your dick bobbing at the sight. She flashes you another glare.
You shrug.
You can see her forehead twitch again, her shoulders tensing for a moment before she catches herself.
Slowly, she closes her eyes, exhaling into the air before her, her warm breath passing over your member.
She holds the position for a moment, pressing a hoof to her chest. Collecting herself, she slowly opens her eyes, frowning again in distaste as they once again take in the sight of your naked human cock in front of her.
Slowly—reluctantly—you can see her lift her foreleg from her chest, her hoof slightly bent. Raising it upward, inch by inch, she stops just shy of your member, unable to bring herself to bridge the gap. She holds it there for a full half a minute, her brow starting to furrow in frustration as she struggles to continue past that point.
Her eyes shift back up to yours again. You can see a faintly questioning look in them this time, rather than one of disgust. You can almost hear her thoughts.
"Is this really necessary? Do I really need to do this?"
You can pick up on a faint air of hopefulness as well. That maybe, just maybe, the answer to that question might be no.
You tilt your head to the side. Shrug.
Rarity’s expression immediately falls flat—the mare staring up at you with dead eyes. A moment later she sighs, rolling her eyes as she turns away, her hoof stretching outward and wrapping itself around your shaft.
You immediately feel yourself twitch at the contact, her hoof at once firm and smooth against you. With little care or ceremony, you can feel her start to tug at your shaft—another faint "tch!" escaping her lips as she continues to avert her gaze.
Her motions are crude and careless, her hoof pumping at your shaft without any sense of purpose other than obligation. Her grip is somehow both tight and reluctant, her hoof turned at an awkward angle so your cock doesn’t brush against her foreleg.
Fortunately, her expression is a little more entertaining—the utter contempt on her face more than making up for the borderline uncomfortable ministrations from her hoof. You can feel yourself start to harden in her grip, the sound of her hoof sliding up and down your human member the only sound in the otherwise quiet, empty room.
You can faintly hear the sound of distant hooves and carts in the street outside. Ponies talking. Laughing. Going about their day. All unaware that Rarity was sitting here in the middle of her boutique, jerking you off behind closed doors.
You can feel your dick bob again, the mare’s hoof stopping and almost pulling back for a moment as she flashes you another disgusted look. It’s short-lived, however, as she averts her gaze once more, her hoof resuming its dismissive, obligatory, strokes.
Another minute passes. Two. You can see the mare start to flash you irritated glances, pumping her hoof more quickly, her grip tightening.
Three minutes. Four. You can see her frustration shifting into exasperation, the mare suddenly releasing her grip and glaring up in your direction.
“Why on earth is this taking so long? I’ve been handling that...appendage of yours for almost five minutes and you still haven’t even...even…”
Once again, you smirk as the unicorn fails to complete her sentence, her flustered expression a mix of anger and disbelief. There’s a faint trace of indignation in there as well—the thought of you not finishing to the stroke of her hooves insulting on some subconscious level.
Meeting her gaze, you offer the mare another shrug, nodding toward your semi-erect member.
“I guess it just wasn’t enough.”
“Wasn’t—”
Another incredulous glare. Another look of loathing. You can see the mare clench her teeth again in frustration.
“What then, pray tell, would be enough to get you to…”
She waves her hoof at your slowly deflating cock, unwilling to finish the thought.
You rest a knuckle to your chin, looking pensively off to the side.
You already knew your answer.
“Maybe if you used your mouth?”
“My mouth!? Why, you absolute—”
You can hear Rarity groan in frustration, pursing her lips shut so the sound can’t escape. Glaring up at you with fresh contempt in her eyes, she grits her teeth, her breathing heavy with the effort of holding herself back.
“You think that I would put that...obscene throbbing thing in my...in my….”
You can see more twinges of indignation in her brow, her eyes shifting back and forth, as if searching for some way to make you realize just how absolutely degenerate your suggestion was.
You study the mare’s face as her eyes move back and forth. The furrow in her brow. Her narrowed eyes. Her curled lips.
You scratch absently at your cheek.
“Well, only if you want help getting rid of those bags under your eyes.”
You watch Rarity stop cold—her eyes widening in horror. Terror. Disbelief. You see her hooves immediately fly to her face, the mare frantically tracing her eyelids.
You watch her expression pass through the first few stages of grief in rapid succession—denial, anger, bargaining, depression—eventually settling on a look of reluctant acceptance as she stares down at the hoof she’d been using to jerk you off.
Her reluctant eyes slowly lift to meet yours from beneath her mane. Wary. Untrusting. Displeased. You see her furrow her brow again, her mouth opening and closing once as she starts to speak, then stops.
“If you…”
You can see her shake her head, narrowing her eyes as she meets yours with an icy glare.
“If you so much as breathe a word of this to anypony, I swear to Celestia that I will see to it you’re never able to show your face in Ponyville again. Do you understand?”
You nod.
“Understood.”
“Not a word.”
“Not a word.”
The unicorn’s narrowed eyes remained fixed on yours for a solid minute, searching intently for the slightest trace of deceit or falsehood in your statement. Finding none, you see her eyes slowly drift back down to your now limp member, her muzzle wrinkling in disgust as she glances back up at you out of the corner of her eye.
Slowly, you see her shift on her haunches, her front hooves shifting uncomfortably beneath her as she adjusts her stance. You can see her eyeing your cock with hesitance—uncertainly—her head swaying side to side as she studies it from different angles.
You see her frown. Hear her suck her tongue again.
"Tch."
She glances up at you, scowling. Frustrated.
“Well? Aren’t you going to...get it up again?”
You tilt your head to the side, scratching the back of your neck.
“Hard to say, honestly. All this negotiating has kind of made it hard to get it up. If you’d put a little more effort into it before, maybe it wouldn’t have gone down like that.”
Cold fire erupts in the mare’s eyes once more. Her brow furrows above her clenched teeth. You can see a faint spark of magic flash at the tip of her horn—her blue eyes staring daggers at you.
Holding your gaze, she reaches forward, grabbing your limp cock in her hoof. Wordlessly, she begins to stroke it up and down. Her grip firm. Her motions stiff.
There’s still no sincerity in her movements, but they’re less careless than they were before. More uniform. It doesn’t take long for your member to harden in her grasp, the sensation of her firm hoof around your cock pleasantly tight.
You click your teeth.
To be honest, if she were to keep going like that, you feel like you could probably finish after a while. You don’t say this, though, as you rise to half mast, the mare’s hoof pulling away once more as her eyes return to your twitching cock.
There’s a long pause. You can see the mare’s eyes studying it again, one eyebrow raised as she looks it over from side to side. Frowning in disgust, you see her look back up at you again, giving you one last chance to call off the whole affair.
You shrug.
“Careful. It might go down again if you wait too long.”
The mare narrows her eyes.
Contempt. Disgust. Loathing. Her eyes stare up at you as if you were garbage. Trash.
Your erection bobs in front of her face.
Her eyes shifting down, you see her offer your cock the same look of disdain, her lips curling back in disgust. Fighting with herself, you can slowly see her lean forward, closing the gap.
As she gets close, you can suddenly see the mare recoil again, her nostrils flaring as they take in your scent. You see her close her eyes—stopping herself from pulling away completely—her muzzle wrinkling as she tries to push through.
Slowly, you see her crack open one eye beneath her shadowed eyelid. You can see it come to rest on your twitching member, the obscene sight less than a hoof away.
The mare closes her eyes again. Takes another breath. Through her mouth this time.
Slowly, you watch the mare part her lips, her muzzle slowly opening. You can see her wide, pink tongue snake outwards—reluctant, hesitant—positioning itself just beneath the base of your cockhead.
Her brow furrows. She hovers there for a moment—frowning, steeling herself—before reluctantly pushing forward.
Lick.
You grit your teeth as Rarity’s wide, pink tongue slowly laps at the underside of your cockhead—the sensation soft and moist as it envelops you from beneath. You can see the mare grimace at the same time—her snout immediately wrinkling as her tongue draws back, a thin strand of saliva hanging between the head of your cock and her tongue.
You can hear her make a faint “guh” noise in the back of her throat, her eyes cracking open and staring back up at you with another look of disgust.
Offering her nothing more than another nod, you can see the mare roll her eyes, closing them as she leans back forward. Her tongue peeks back outward again, flattening out beneath the base of your head before lifting up once more.
Lick. Lick. Lick.
You grit your teeth again—grinning—watching the mare lap at the underside of your head. The sensation of her velvety tongue tracing your glans is enough to make the hairs on the back of your neck stand on end, her closed eyes and reluctant expression only adding to the scene.
Despite her dainty, hesitant motions, the mare’s wide, pony tongue manages to wrap around the sides of your cockhead—coating it in a thin sheen of saliva. You can hear a faint “nnh” issue from her throat with every lick—a mix of effort and displeasure on her end.
You can feel yourself coming to full mast, the mare’s frown deepening as she finds herself leaning further forward to reach your rising member. You can see her tilt her head to the side, eyes still closed, as she awkwardly tries to search for it without looking.
You feel a small twinge of impatience at the sudden lack of contact, frowning for the first time since you’d gotten here. You can see the mare continuing to stare up at you—eyes still closed and mouth still faintly parted—her tongue sticking out in search of her target.
You decide to help her out.
Plap.
You can see the mare’s eyes flare open in shock, then horror—her mouth immediately opening in revulsion as you plop your cock flat against the side of her face.
“What do you think you’re doing you—“
You can see Rarity wince, one of her eyes squinting as your bobbing cock lays over it. Her cheek is smushed up against your base, your cockhead resting against her forehead at the base of her horn. You watch her shoot another glare in your direction, attempting to recoil without losing her balance,
Unable to pull back any further without shifting her stance, the mare starts to sputter, her lips brushing against your cock as her eyes stare daggers into yours.
“You…animal! What do you think you’re doing, pressing that filthy...that throbbing...thing against my…”
Her words trail off into a disgusted gnngh! as she cranes her neck back further, your cock slapping against her face with the movement. You can’t help but notice she hasn’t pulled away completely though—her decision to see this through to the end seemingly rooting her in place.
Instead, the unicorn continues to stare at you like trash, one eye still held closed beneath your shaft. You can feel her irritated breaths rolling over it now—you member wobbling even more against her face in return, further drawing out her ire.
You shrug back down at the mare, nodding matter-of-factly.
“You were taking too long. It was starting to go down again.”
“You unrefined beast of a—”
You can see her avert her gaze from yours, her muzzle muttering obscenities against the side of your cock. Her open eye darts back to the member resting against her face—you cock flopping over the top of her muzzle as she shifts her head.
“Oohgh!”
She stomps her hoof in frustration—blinking her eyes rapidly as she pulls away. You can feel her eyelashes play across your shaft, some of her eyeliner and mascara rubbing off on it.
“Just remove this swollen thing from my face, already! I can’t very well do anything with it plastered against my—”
You oblige, shifting back, the mare watching it bob away with wary eyes. You see her shoot another dirty look in your direction, her quiet curses resuming.
“Disgusting little…so unseemly…absolutely unladylike…”
Her eyes widen a fraction as your member starts to list slightly—the lack of contact and attention taking its toll.
The white unicorn glares back at you once more, her words an equal blend of frustration and bewilderment.
“Just how needy is that throbbing, veiny thing of yours? Are you impotent?”
You shrug back down at the diamond mare.
“I’ve never had any troubles before. Maybe it’s just you.”
You see another flare of anger in the mare’s eyes. Her furrowed brow twitches again.
She directs her gaze back at your member with disgust, her nostrils flaring. Teeth grinding. She glares up at you out of the corner of her eye, practically spitting.
“Fine you boorish ape. Prepare to feel more satisfaction than you ever have in your uncultured life.”
Without another word, she leans forward, taking you into her muzzle.
You inhale sharply, the mare’s lips closing around the head of your cock, the underside of your glans once again coming to rest on the center of her tongue. You can feel her purse her lips—her eyes closing in disgust as she begins to suckle at your cockhead.
The sudden warmth and suction sends a jolt down your spine, the sight of your dick disappearing into the mare’s muzzle enough to bring you back to full attention. You can see her eye crack open as your cock grows in her muzzle—parting her lips farther as she struggles to accommodate.
Tsuk-tsuk-tsuk-tsuk.
You wince a bit—the intensity of her suction briefly ramping up, her tongue holding your cockhead in place as she suckles at it. Despite the intensity of the sensation, she isn’t moving much—attempting to get you off as fast as she can with minimal effort.
You glance up at her closed eyes, her thin, dark eyebrows knitted together in a frown.
“Maybe you could try using more tongue.”
“Mmnngh...”
You can see one of her eyes crack open, glaring at you, the sucking sounds not faltering. Rolling the same eye a moment later, you can hear her grunt in frustration, you dick jumping as she starts to wrap her wide tongue around it in tandem.
You grit your teeth, the mare’s tongue lapping at you cockhead, bathing it in saliva and velvety softness as she continues to suckle. Despite the disgusted look on her face, you can feel it coaxing your glans closer and closer to completion, wrapping around it—slathering it—within her muzzle.
You feel you jaw clench tighter, your sack starting to tighten at your base.
If this went on for too much longer, you wouldn’t be able to hold back.
“Excuse me.”
Without waiting for a response, you reach forward, your fingers running through Rarity’s mane as you place your hand against the back of her head.
You see her eyes immediately shoot back open—the ministrations of her tongue coming to a halt as her eyes dart toward your forearm, then to your eyes, the mare glaring up at you around a mouthful of your cock.
Gently holding her head in place, you shift your waist, the underside of your cock sliding off her tongue. You see the mare’s eyes widen in shock—indignation—as you press your cockhead up against the inside of her mouth, her cheek bulging out to the side with her lips still wrapped wide around your shaft.
Before she can respond further, you start to rock slightly, your cockhead stretching her cheek out before shifting back as you essentially start brushing the unicorn’s teeth with your dick. You can feel her tongue pressing up against the side of your shaft—subconsciously trying to push it back, but instead just adding to the sensation on your end.
Her shock passing—her eyes narrow once more, her icy stare boring into you. You can see her nostrils flaring in open disgust, but she doesn’t stop you, simply glaring at you with utter contempt.
Noting her lack of objection, you guide your cockhead to her other cheek, watching it bulge out to the side in turn as her lips stretch to accommodate your cock.
What the sensation lacks in direct intensity, it makes up for in visuals tenfold: the sight of Rarity’s lips wrapped around your member, cheek bulging to the side like some sort of cheap prostitute, a look of loathing radiating from her eyes as you hold her head in place against your waist.
You swear you grow another inch at the sight.
Slowly, reluctantly, you can feel her tongue start to lap at the shaft and head of your cock from the side—her cheeks continuing to bulge out and in as you shift from side to side every so often.
Despite her best efforts, you can see a bit of drool starting to pool at the corners of her mouth—her look of irritation growing when she starts to realize it herself. You can see her scowl up at you again, demanding that you hurry things up with her eyes.
You stare back down at her, the tightening in your sack starting to grow again. Although the increased stimulation felt incredible, half your shaft was still exposed at any given time. You can sense a feeling of need from the base of your shaft—the desire to envelop yourself completely growing in your chest.
You slow your rocking, the mare’s cheek bulging out to the side as you stretch her lips with your cock. You can see her eyebrows furrow as you hold the uncomfortable position, her eyes staring up at you warily.
“Doing alright down there?”
You can see her reply with a flat stare—miffed by the fact you’d ask her a question when you knew she couldn’t answer. Cheek still stretched to the side, you see her roll her eyes, letting out a faint "gnngh" from the back of her throat.
Celestia did that look hot.
You grin.
“Mind if I do what it takes to finish?”
You watch the mare roll her eyes again, letting out another sigh through her nose.
You nod.
Alright then.
You lift your free hand, the mare following it with a raised eyebrow. Her eyes narrow as you wrap your fingers around the base of her horn, the fingers of your other hand gently curling back up to grip her coiffed mane.
Her gaze shifts back to you—wary, unamused—her cheek still stretched wide by your cock.
You shrug and promptly push the mare's head forward.
“Glllmpphhggh!?!”
You can see Rarity’s blue eyes bulge—her eyelids flaring open as you thrust into her open muzzle. You tug her snout down to the base of your member, her nostrils flaring against your crotch. You can hear her let out a thick, gagging sound, her cheeks puffing out to the side as you shove your cock fully down her throat.
“Glehuck!”
You can feel her cough—once, twice—her eyes screwing shut as her lips are stretched wide around the base of your shaft. You immediately feel her hooves come up to your waist, gripping them with sudden intensity at the sudden lack of air.
Both eruptions come out as a wet a pffthph!, spraying a mist of spit across your base and sack.
Fingers still curled around her horn and mane, you tug upwards, pulling her mouth up from the base of your cock.
A deep, winded breath immediately escapes in front of you, the mare gasping for air as her eyes glare up at you in a look of disbelief.
“What on earth do you think you’re—ggllmph!”
She doesn’t have time to finish her sentence, as you force her head back downward, muffling her words with your cock. You see her eyes bulge open and squeeze shut again, her hooves gripping more tightly against you as you bring her snout down to your base. This time, you start forward in short, quick thrusts, forcing your cock deeper into her throat.
"Glehuck...huck….gurp!"
You can feel the mare gag around you, spit erupting from her lips as they wrap around your base. You can see tears at the corners of her eyes, her thick mascara immediately starting to run in thin lines down the sides of her cheeks.
You glance up.
You can see the same image reflected in the three standing mirrors in front of you—the back of the mare’s head bobbing at three different angles at your waistline. You can see the curves of her tight rump seated on the pedestal beneath her, bouncing against the floor with her movements with the sound of her gagging slurps.
“Shit.”
You curse, your own eyes screwing shut at the sensation of her throat constricting around your cockhead. Each spasm tugs it deeper down her throat, the sensation of her soft tongue fully enveloping the underside of your member satisfying beyond all belief. You can feel your sack start to tighten again.
“Gnngh.”
It’s your turn to grunt as you shift your stance, holding the mare’s head in place as you pull out an inch before thrusting back in.
"Glehuck-pffthph-phbht!"
You can hear the mare gag again, cough, a burst of snot and saliva erupting from her nostrils. This only fuels the burning fire in your chest—the tension growing in your sack—your grip on her head tightening as you start to thrust with abandon.
"Gluk gluk gluk gluk gluk!"
You can see the mare’s dark makeup running down in streaks now, the sound of her gagging constant as her throat spasms around your cock, trying to expel the foreign object stuffing it full. Her cheeks are flushed from the lack of air, her red-rimmed eyes cracked open, her blue irises starting to roll back into her head. Your dick is drenched with her snot and slobber—thick, wobbling strands of it stretching from the base of your shaft and her muzzle with every thrust.
Rarity.
The prim and proper fashion mare of Ponyville.
Knelt over in the middle of her own boutique.
Slobbering and gagging on your dick.
That image is enough.
“Gnngh!”
Unable to control yourself, you buck forward, thrusting your cock down the mare’s throat to the hilt. You can see her eyes flare open, her irises going wide in alarm, her snout scrunching up against your base as her throat convulses around your member.
"Glehuck-gurp!"
“Fuck!”
With a shout, you release, plastering the back of the mare’s throat with a torrent of your sperm. You can see bubbles of cum erupt from her mouth and nostrils, spraying thick strands of white over your base. You watch as her cheeks start to balloon outwards from the volume of your load, the mare letting out another deep gagging sound as her hooves dig deeper into your sides.
"Glump. Glump. Glump."
You shudder, the mare desperately gulping down your sperm, swallowing your cockhead further down her throat. You spurt, and spurt, and spurt, and spurt, emptying your load into her stomach. You can feel your legs going weak—your body spent from painting the mare’s throat white.
“—Ghluck!”
You release your hands, Rarity’s muzzle immediately jerking back from your saliva and sperm covered dick with an obscene sounding pop!—the last, heavy globs of your spunk splattering thickly across her prim little snout, muzzle, and forehead.Her throat no longer stuffed with cock, you watch as the mare immediately starts gagging and coughing in front of you, holding one hoof to her chest as she dry heaves over the floor. Her face is absolutely plastered with spit and cum—her mane as well—mascara running down in streaks beneath her teary, blue eyes.
You blink, the color draining from your face as a sudden sense of realization hits you.
Oh crap.
Your own eyes widen as you immediately kneel down beside the mare—dropping all pretenses in your demeanor.
“Shit! Rarity? Rarity? Are you alright? Shit...I’m sorry. I’m sorry.”
A pit of guilt growing in your stomach, you kneel down at the mare's side, your hands wavering slightly as you rest one on the small of her back, the other on her shoulder. You can feel her convulsions start to fade, her breathing slowly returning to normal as you see a small, tired smile start to break across her lips.
“It’s alright, dear. It’s alright.”
She brings a hoof to her lips, closing her eyes for a moment as she lets out another, smaller cough. Turning in your direction, she slowly cracks one eye back open, her grin growing as a dollop of your spunk drops down from her mane across her other blue-shadowed eyelid. The eye that you can see sparkles back at you, a glint of playfulness catching your sight.
“Really, dear. Don’t worry. I’m fine, dear. I’m fine.”
You sigh in relief, hanging your head. You can feel the guilt fade somewhat, but in its absence you can feel your cheeks flush red, a look of mortification passing over your expression. You immediately bury your face in your palms.
How could you let yourself get carried away like that? “Embarrassing” didn’t even begin to cut it. The ridiculous premise. The cheesy, suggestive, cocksure dialogue the two of you had agreed on. The fact you’d let yourself get so deep into character you’d almost forgotten who you were for a moment.
You feel yourself cringe at the thought.
You had a sudden urge to search out the deepest, darkest hole in a hundred miles and spend the rest of your life at the bottom of it.
“Ggghnn...”
You shake your head back and forth in your hands, unable to open your eyes.
You can hear a small chuckle rising up beside you, Rarity’s hoof gently coming down to rub your shoulders.
“I must say dear, when I asked if you had any fantasies you’d like to act out in real life, I didn’t think you’d have such a brutish course of events in mind. If I didn’t know any better, I’d have thought you were trying to impregnate my stomach…not that the thought of you desperately trying to breed my throat isn’t exhilarating in its own way as well.”
You feel your cheeks grow warmer as the mare laughs again, leaning forward to kiss your cheek. You can feel a cold strand of spit and saliva trail back as she pulls away.
“It’s not every day I get to see that savage side of you, dear. That attitude. It’s quite the turn on.”
You sigh, pulling your hands back, glancing up at the mare at your side. Her face is still an absolute mess, but her aura still bright and cheerful as ever. Meeting your gaze, she closes her eyes, flashing your another smile.
You sigh again, leaning over to reach for one of the lengths of scrap cloth hanging off the edge of one of the worktables. Bringing it back over before you, you swaddle it around her neck and head, her cum-caked eyelids cracking back open.
“Dear?”
“Just...close your eyes.”
You watch her let out a small, playful sigh of her own.
“Alllright~”
You take a few moments, wiping away the worst of it. You feel your blush returning as you realize just how much “worst” there is to wipe away. You weren’t sure you’d ever finished that hard in your life.
You slide the cloth back across her shoulders, the mare’s eyes slowly cracking open again before opening fully. Her makeup is still a dark, streaked mess and her mane still sticky with cum. She looks like some sort of cursed, wandering spirit, straight out of a horror movie.
You remember the scene from before. You sigh.
This mare.
You can see her lift an eyebrow at the sound, tilting her head.
“Dear? Was something—”
You lean forward, planting a gentle kiss on her forehead.
She really was something else sometimes.
You can see Rarity's eyes widen faintly as you pull back, her words trailing off. You can see a faint blush rise in her cheeks, her eyes suddenly shifting away for a few moments before shifting back to yours.
You watch her lips puff up into a pout, her eyes narrowing in your direction.
“Now really dear, that’s not even playing fair, anymore. I can only imagine what I must look like right now.”
You sigh and rise, the look on your face eliciting a small chuckle from the mare as you lift her up in your arms. Staring up at you at an angle, she rests her head against your shoulder. Her blue eyes meet yours, a smirk breaking across her lips.
“Next time it’s my turn, dear. Alright? Be sure to get plenty of rest beforehand—I don’t plan on tapping out anywhere near as quickly as you did.”
“Your turn?”
You can feel your face pale, the mare’s chuckle resuming as you make your way from the room. She flashes you another wink, leaning upwards to plant another kiss against your cheek.
You sigh, smiling back.
Well, at least you could give Nurse Redheart advance notice. Given how things had went last time you acted out one of her fantasies—
You glance back at Rarity, her lidded eyes staring back at you with a sultry grin.
—it was probably best you reserved a room.
***
Author's Note
Discussion welcome. 
