Author's Note
Context:
This was a fic that I had written for another, rather niche 'fandom' if you could even call it that lol. It was viewed by like, all of 5 or so people before shit went sideways, and was just languishing doing nothing. I personally think this was some of my best lewd work too, so it would be a shame to have no one else see it. So, I converted this to pony, made Rarity the star, and off we go! Second person, still practicing with this format, so hopefully this came out pretty well.
So... if on the EXTREME off chance one of my readers was from here and recognizes this... HI LOL.
Also as a note, y'all read the disclaimer on the title card on what this contains. Y'all know what to expect. If someone complains that there's no other types of lewdness in here than what I described... I'm gonna be your sleep paralysis demon tonight 
That outta the way, hope you enjoy! Lemme know what you thought!
Mentor-Mentee Relations
You mused aloud to yourself, mild frustration dripping from the edges of your mouth at your stalled progress.
“Oh come on, this isn’t that complicated…”
But alas, your mind remained somewhat at a standstill. Your fingers gripped the quill a little more tightly than normal, prepared for what would’ve been the final few pen strokes of the design you were trying to finish.You narrowed your eyes at your paper as you mulled your options. The end of the Friday workday heralded the arrival of the weekend with your new pony friends… and the internal pressure to finish this up was almost deafening.
Had this been the writing you like to do in your free time, it really wouldn’t have mattered how you ended this. You could always edit a shitty sentence, but couldn’t edit an unfinished sentence, after all.
But this? No, it was going to be a proper submission for consideration by the sponsor of your design internship: the famous Rarity Belle herself. She asked for it on Monday, sure, so your mind was naturally screaming at you to leave this until Sunday night. But, you knew yourself better than your mind, sometimes. You weren’t gonna do jack or shit on Sunday.
Best finish it now.
You pursed your lips as you stood up and took a more high-level view of your creation, and made some changes to a few lines that you had sketched before. Your concentration was, interestingly, helped along by the pleasant, soothing, alluring ambiance in the form of humming… all emanating from Rarity herself on the other side of the room.
You smiled at the sound of her voice. It certainly had a way of making you feel much more at ease and concentrated. It also helped that Rarity herself was just an absolute joy to work for, even if you had your reservations at first.
Her being stunningly gorgeous was also one hell of a bonus dollop of whipped cream on an immaculately prepared hot-fudge sundae.
And with that, your thoughts finally cleared.
Wait a second…
You smirked. Inspiration at last! With the adjustment of some previous scribbles you called lines, you found the perfect end to what would hopefully end up being an actual, proper suit if Rarity liked it enough past this stage.
You had no intention of coming off looking like an idiot… at least not yet. There would still be plenty of time for that.
Even so, you couldn’t wipe the accomplished smile from your face even if you had sanitized steel wool. You set the quill down after the final stroke.
“Aaaaaand… done.”
And with that, your weekend was wide open.
Right as you set all your work aside and daintily closed your sketchpad to save for Monday, as well as making sure you had all your belongings, a bit of rustling from behind you on your couch drew your attention.
And as you leaned back in your chair and hazarded a glance, a pleasant warmth filled your core, with a soft smirk having manifested on your face, to boot. Exactly where she had set up hours earlier at her standing design desk was Rarity herself: Your sponsor, your technical employer, and after six months of tutelage under her in between going to University… your nice friend.
You knew she was there—after all, it was her continuing, sonorous humming that gave you the final drive you needed. But with the hustle and bustle of your own work, combined with her relative silence during her own activities nearly made you forget she was there. Usually she was taking you around and showing you the ropes as she magically put together her latest pieces… and what a wonder it was watching her gorgeous form and the magic show she put on.
Today was just a ‘quiet day,’ as she liked to call them.
Even then, it’s not as if you could really forget about her. Her very existence was laser-etched onto the folds of your brain, and for very, very good reasons beyond her generosity and penchant for fashion and design.
One such reason was certainly how adorable she looked when she was engrossed in whatever she was doing at the moment. Though, to be completely fair, she was always adorable… more than adorable. You’re not sure why you had to beat around the bush with your own mind: Rarity was absolutely, drop-dead gorgeous. It seemed that from coming through The Portal, your taste in women—now mares—had followed and adapted quite easily.
One thing you two enjoyed was days like this—working together on your own things in a comfortable silence, often few words being said to each other over the course of several hours.
Considering she had been at this for as long as you were finishing up all your stuff for the weekend, you were about to clear your throat and call out to her and announce your departure. Also, just to see if she needed anything else from you beforehand. But with that determined, absorbed sparkle in her azure eyes, you’d feel guilty for disturbing her in the moment.
Her eyes always did strike you… they were as deep blue as the sky in the spring sunshine. And the way her pupils dilated when she was engrossed in her work was entrancing. A little too entrancing, in a way that you’d swear was magical if you knew magic didn’t exist.
Well, on Earth at least. Here, it did—and it only took seeing this mare once before even seeing a unicorn use telekinesis to know that magic existed.
In fact, one time you did compliment her on her eyes over lunch about three months in, and did mention the fact about her pupils. It always brought butterflies to your stomach in hearing her giggle and watching her cheeks color somewhat at your words. But all she had done was toss it right back at you…
…and reminded you, with wide pupils in the moment, that they tended to dilate when they saw something they liked.
You chuckled at the time. Hell, you chuckled now at the thought. In the moment though, she smiled, and never elaborated beyond that. She was just joking. Casually returning a nice compliment.
Obviously. Right?
You shrugged internally. Not that it even mattered. You could stare into them all day regardless… which you sometimes did when talking at length, much to your own embarrassment. They accented her beautiful locks of indigo mane, styled flowingly—alluringly—into a coif with an exquisiteness that only the finest sculptors in history could manage.
And then there was her coat—an alabaster white that seemed to greedily focus all the light in the room and outdoors on her and her alone. She commanded attention expertly, and it certainly helped when she was doing her best to teach your dumbass how to properly design clothes.
It was also a detriment sometimes too, though for some other reasons.
Rarity suddenly narrowed her gaze, and leaned forward a bit in her seat, quill in hand, as she seemed to hone in on some pinpoint adjustments to her latest piece.
Her now-leaned posture gave you a view that would rival the Seven Wonders of the World… and further reminded you of two of the many, many reasons Rarity was categorically hotter than hell during a summer on the equator…
Your eyes widened, as they did every time you were given a down-shirt view of her unquestionably massive breasts. As a self-proclaimed ‘Boob Guy, Appreciator of all Bikini Stuffers, Chesticles and Devil’s Dumplings™,’ your mind couldn’t help but wander far off the Trail of Propriety through the Forest of Lewd.
You glanced away towards the wall out of guilt and pretended to wipe your mouth with the back of your hand, if only to conceal the drool about to escape your lips.
Jesus fuckin’ Christ…
Rarity was a friend—a good (you hoped) friend by this point, considering how often you two also hung out to shoot the breeze after and before interning hours. The friendship of mentor and mentee you cultivated worked in a way that not only was comfortable and respectful, but helped fuel your creativity. After the first couple months she would start to seek your opinion out on some stallion’s clothing she would be making in the moment, which only further fueled your confidence and desire to create something stunning.
You were always enthusiastic to see her latest… especially as she was getting back into the lingerie area of expertise.
Really, and arguably most importantly, she was lovely to be around and always managed to bring a smile to your face. You could only hope you did the same for her…
…but that extra status of friendship beyond tutelage didn’t preclude you from being man-enough to admit that this woman was unfathomably stunning. Nor did it stop you from… admiring. And goddamn was there much to admire.
It was impossible not to, at least for a couple moments. You had looked just long enough to make sure the image would remain clear in your brain for… ‘future science experiments.’ No further gawking was necessary nor appropriate. Your mom raised you right after all—there was a world of difference between such ‘admiring’ and outright perving.
Though… the raging hard-on you were acutely sporting in your pants wasn’t exactly differentiating between the two concepts.
The moment you decided to look back at her, bury your acute onset lewd thoughts and just ask her if she’d need anything else, she glanced right back up at you. Any possible stress that might’ve welled up within your head was instantly dissipated when she smiled at you… that coy smile of hers that would make anyone weak in the knees. She lowered her eyelids.
Almost like she knew that you had glanced for a little longer than was appropriate. Oh hell… what were you thinking? Of course she knew you caught a glimpse—more than a glimpse. In a way, you felt she always knew. And yet that knowing, teasing smile of hers seemed to belie any thoughts of frustration or annoyance she might have.
“Hello, darling!” she greeted. “All is well?” she then asked, cocking a playful eyebrow.
“Uhhh… yeah!” you said, running a hand over the back of your neck if only to occupy the adrenaline-fueled fidgeting urges.
But then followed up with your original purpose before you fell into your previous cleavage-induced reverie:
“Just finished my design to show you on Monday! Wanted to ask if you needed anything else before I headed out, but… didn’t wanna bother you when I looked over. You seemed really into your work,” you explained, chuckling.
Her smile never abated, though a small silence ensued after the last words left your mouth. Those azure, dominating eyes of hers seemed to stare through your own eyes and into your soul. It in no way felt uncomfortable either, which was something else about Rarity that you always admired: her look, her mere presence was enough to just put you at ease and soothe everything that might be storming inside that mind of yours.
It was very… maternal. Nurturing. You might’ve gone as far as to say that one of her special talents outside of her outstanding artistry was her uncanny ability to relieve your mind. And now that you thought about it, other than when you first met, you can’t recall ever properly feeling nervous around her.
And the way she spoke her words, the barely-veiled, often teasing edge in her voice always seemed to sometimes just skate the edges of propriety. It was always a breath of fresh air, and never a dull moment for certain. While she somehow managed to always inject serenity directly into your core with her very tone, you couldn’t deny that on a deeper level, it was intensely arousing.
She spoke again, her words ever-framed by that gorgeous, patented Rarity smile. And at the right angles, the light made it seem like her eyes were sparkling just that extra bit.
“I’m okay for now, thank you though!” she replied, and you were about to nod, get up, and start gathering your stuff before the customary farewell hug was shared.
And you always looked forward to those embraces. Because of reasons.
She had other plans, however, when she softly spoke your name, then followed up with:
“If you don’t mind, there is something I do need: some of your thoughts?” she asked, smirking.
She then stepped to the side and made some room for you at her standing desk.
You beamed right back, and that pretty much answered her implicit question fully. You’d never turn down a look at her latest piece… especially since the subject matter concerned things you were always interested in.
“Sure thing!” you said, and promptly got out of your seat and glided over to her, eventually making your way around to her desk..
You stood next to her while she decided to sit down, and leaned in to get a better look. You nearly bit your lip at what met your eyes in return, and the unconscious hitch in your breath and widening of your pupils told the remainder of the tale.
“Oh my… lingerie! Good lord that’s… actually, I’m just gonna say it. It’s hot, alright?” you managed right off the bat.
You gawked at the perfectly posed, upper-body, authoritatively toned piece that commanded all attention, especially with the highlighted traits with Rarity’s new lingerie design. Said design was a practically immaculate veil of fabric framing the massive breasts of the faceless pony design. In fact, the design of the base body seemed a bit… familiar.
You couldn’t place it, but you weren’t gonna dwell on it too much.
Mmmmph~.
It was legitimately impressive how she managed to represent herself so well in the more lewder realm of clothing, adding her distinct touch. You were surprised that Rarity never delved into this earlier in her career! Though, all this did was provide testament to how excellent she was at her craft.
You heard her giggle while never tearing your eyes away, lapping up every detail of the culmination of countless hours of pen-strokes.
“Yeah?” she asked. “Sounds like you like what you see~.”
“That’s the understatement of the year,” you said. “This is, as you say, divine. Very well done! It’s gorgeous, and damn, I inspire to have this level of skill some day. Might be possible though, considering I have the best teacher and gorgeous inspiration bundled into one,” you smoothly quipped.
She chuckled.
“Pshhh. Flatterer,” she simply replied. “But, thank you, as always~.”
“Yeah! It’s always fun to see where you’re gonna go with these pieces of yours,” you say, smiling down at her. “Especially when you finally put fabric to model!”
And this view gave you yet another legendary down-shirt that your future generations would honor. The white bra she was wearing definitely went well on her. But, you had more than enough eye-candy helpings today, and you moved to gather your things before you spoiled your dinner… or said something stupid.
But once again, Rarity had other plans, and she called your name again while you were mid-stride.
You swiveled on your heels to face her, smiling widely. Hearing your name fall from her lips was always warming to your core, and extra adrenaline for your heart rate.
“Yeah?”
She didn’t answer right away but stood up fully. She then stretched her arms overhead, which had the effect of putting her full body on display. You kept your friendly smile on, but inside your head, your mind was running riot, still unable to comprehend how such a chest could reside on a slim figure as she.
Once she finished her stretching, the shorter Rarity looked up at you and beamed brightly.
“There’s something else I need your opinion on, darling. It’s something I’ve been working on for a while to release to the wider market, so it’s kind of a secret…”
As if you somehow weren’t gonna agree to her implicit condition of silence. But your already active mind was suddenly thrown for a whirlwind when you began internally wondering what ‘something else’ could be. Maybe a new piece she hadn’t announced… or maybe it was one of her newer projects she was thinking about starting but hadn’t elaborated on yet.
You gave up a single nod and a lopsided, determined smirk.
“Lips are sealed,” you said.
Apparently that was the correct answer, and her features brightened immediately before she damn near skipped out of the living room of the Boutique. She apparently then composed herself right before she made up the stairs.
“Come along, dear!” She beckoned upward.
You didn’t think much of it—you had been in her room before, as that’s where she kept much of her ‘organized chaos’ as well as her equipment and spare fabrics. In fact, you had to head in there quite often during heavy working days. You shrugged, still smirking as you walked after her.
“Damn… you’re excited, Rarity!” you called out towards her room as you paced up the stairs. You could hear a little bit of rustling and moving of some items around, but still hadn’t the slightest what she planned to show you.
The moment you passed the threshold into her room though, your body stopped cold.
Your eyes went wide at the sight… something you absolutely, categorically did not expect to see in a million years. And all the while, you would probably need to collect your jaw off the floor, assuming it hadn’t shattered into a million pieces when it fell to the earth like a stone.
It was Rarity herself… sitting on her bed, posing off-center towards you, with her previous, white outfit neatly folded over a chair. While her skirt remained on, and her smooth legs were on display, they were by no means the star of the figurative, impromptu show she decided to put on.
Her smooth, slim stomach led perfectly up to the white bra she was sporting under her hitherto garbed top, which framed and placed her mouthwateringly enormous bust front and center. The tops of her melons just ever-so-slightly overflowed the tops of the cups, but only added to the fjord-like cleavage that you could probably get lost in, in more ways than one.
For a split second, your mind went into a panic, thinking you may have accidentally stumbled upon her changing, and were ready to apologize profusely and back out of your room. But that look of pure knowing and unadulterated amusement on her face dispelled those notions. She knew exactly what she was doing.
This was planned.
You tried to take a step backward past the threshold, but your back met the firm wood of a closed door after a brief ‘sound’ of magic.
Wait… did she just do that?
In the end, that telling, enchanting face of hers completed the statuesque woman that was Rarity herself… and boy did that face ever have the ability to calm your nerves.
Somewhat.
You barely managed a coherent:
“Ummmm…”
And like a celestial object being born to its star, your eyes stood no chance, and fell directly to her tits.
She let out a drawn out, impish giggle.
“So darling… what do you think of my latest piece? My new bra line that I’m thinking of making, that is…” she asked, gesturing open-handed to her breasts like a prized collection.
While most of the blood that was needed to run your brain and basic social function had been redirected southward straight to your now-diamond-hard dick… you had enough reserves to manage a proper response. You were given a free pass to look though, and it was only just now that you realized the gorgeous embroidery on the cups themselves… and the fact that said embroidery wasn’t just that in and of itself: the cups were marginally see-through!
It just blended so well with her coat that you didn’t notice.
Though, you still had to ford a bit through the intense heat brewing in your core and loins:
“Y-Yeah… fuck’s sake I…” you nod with childlike glee. “Yes! It looks incredible!”
You internally kick yourself for not being more coherent. You weren’t socially inept—you were so much better than this. But then again, you didn’t regularly have literal perfection on display in front of you.
Nevertheless, Rarity’s look didn’t seem to change, and a small, tense silence once again fell on the room. She stared right into your eyes, and her deep-blue orbs in turn seemed to brighten a bit. Almost like she was… scheming.
She shuffled cutely on her butt as she drew her eyes elsewhere, deep in thought.
Any rationalizations as to what you were seeing right now didn’t seem to satisfy the deepest pits of your mind, nor any logical checks. This was real life. And what you were seeing was actually happening.
But why? Does… does it even matter?
And what brought you back into comfort was, again, that face of hers when she focused back onto you. Rarity’s eyelids lowered a bit more, and her cheeks tugged at the edges of her lips in a knowing smile. One that placed a friendly catch twenty-two on you with the whole situation. A face that asked a simple question:
Who’s gonna believe you?
This was the secret. And even through your confusion and a carnal sense of fear was as a result of those much more-seeming predator-like eyes… you were calm. She was still your friend—your mentor—and you had no intention of saying anything to the outside world, even if you wanted to.
Professionals had standards.
Rarity twisted her torso, giving you a side profile of her upper body yet still showcasing her impressive assets.
Her follow-up question was simple, yet still laden with the masterful teasing she was known for, especially given the current circumstances:
“And just what do you like about it? You better be honest with me, mister~.”
You had never disappointed on the front of honesty. Having now come to terms with the situation that Rarity was flaunting herself to you like something out of a hentai, you had no intentions to start now.
“It uhh…” you cleared your throat just before your voice was about to crack. “The cups, e-especially the lacier bit up top, look absolutely amazing on the boobs… well, heh, your boobs especially!”
That was just to test the waters, and Rarity in no way pulled back from that. In fact, she seemed to be expecting more—your cue to happily continue. From here, you sought to project the same air of confidence that you always did when giving your thoughts on any of her other work:
“Like… the way it cups them… holds them just right. And I’m sure you already know, but I’m kind of a fan at how some of the tops of your boobs just spill over slightly. Accentuates how huge they are and the heft they have. But hey… that’s just me~,” you explained honestly.
“It’s lingerie, after all. The whole point is to make it extra sexy, right? Heh, I think you got that and then some.
You found out almost immediately that this was the right answer. Rarity smiled teasingly, goadingly, and temptingly all at the same time.
Incredible.
She lifted a hand, and beckoned you toward her with a single, porcelain finger.
“Mmmm, thank you for your honesty, darling, as always! Now… c’mere~,” she said.
Your legs complied before your brain even gave the go-ahead. Not like you could even resist anyway if you wanted to.
She bit her lip cutely, and whilst lowering her eyelids even more—and not once drawing her gaze from yours—she palmed the obvious bulge in your jeans.
That simple act alone made you lucid enough to remember that yes, you had one hell of a raging erection now… though you felt at this point there was little to be afraid of. This seemed to be all part of her grand plan… whatever that happened to be.
Though, that didn’t stop you from questioning real life at the moment.
Her dainty hand softly massaged your bulge, and you shuddered slightly in pleasure when you knew she could probably feel you throb through your boxers and pants.
“Hmmmm, I suppose you really do… stand by your words~,” she cooed with a giggle.
You didn’t dare tear your gaze from hers whilst she continued to stare into your eyes. All the while, she never let up running her palm up and down your bulge, trying to size you up. Then in her nurturing, motherly tone that you thoroughly enjoyed so much, she asked:
“Would you like to take this off?”
She leaned forward a little more to accent her words, which put her enormous cleavage right back into your field of view.
Fully entranced… and lightheaded at this point from pure lust and probably literal magic, you huskily replied:
“Yeah, Rarity… I really, really do…”
She giggled playfully through her bitten lip, and responded with words you in no way expected:
“Good boy~.”
You throbbed. Painfully. You had no idea you were into that, but apparently you were.
With that, she moved her hand away and nodded once. That was all the cue you needed to start sloppily, excitedly undoing your pants. You managed to keep cool just enough to show some semblance of cool-headedness, and with that, your jeans fell to the floor in short order.
While you were hooking your thumbs into your boxers, Rarity stared expectantly at your tented rod, where a healthy amount of precum had already dampened the fabric. Her eyes seemed to shimmer with delight by way of whatever sunlight shone inward… and this furthered your confidence to ford any awkwardness and commit to this.
Your boxers dropped, and thus, your throbbing, pulsating, leaking cock was now free to the room.
Rarity’s smile got wider, as did her eyes (and pupils), which did wonders for you, and further calmed your nerves. Those nerves were not suppressed, but rather redistributed towards excitement and anticipation as the pregnant silence returned. You had literally zero idea what she was going to do next and gave no indication for the next several moments.
She just stared in confident hunger while your cock throbbed.
And then, Rarity sat upright, cupping and hefting up her huge tits to the point where the tops nearly obstructed the view of the bottom half of her neck.
“Now… you wish to see these?”
You nearly laughed at the absurdity of asking such a question, all while your eyes were now squarely trained on her cavernous cleavage.
“Is that even a question? Yes, Rarity…”
She blinked, smiling coyly.
“Yes, what~?”
“I… want to see them…”
“To see…?”
You now knew exactly what she wanted to hear.
“I wanna see your tits, Rarity…~,” you finally let out, and the excitement this was bringing you contributed to you staying as hard as you were.
Her lopsided, yet fully aroused smirk was telling.
“Very well! But… one condition~.”
It was your turn to cock an eyebrow now.
“Yeah? What’s that?” you asked.
Her eyes sparkled with mischief again, and you in no way expected these next words out of her mouth… though in hindsight, perhaps you should’ve.
“I want you to call me ‘Mommy~.’ Think you can do that, darling?”
You had never done this before. Hell, you had no idea you had a thing for even being referred to as a ‘good boy’ in any sexual situation. Yet, your brain gave you no recourse for thought on this when you blurted out immediately:
“Yes, Mommy~.”
Rarity smiled.
“Good boy~,” she replied, and with that, she kept watch on you as she reached a hand behind her back.
Rarity expertly unclipped it, and her bra fell limply, hanging almost desperately onto the apex of her bust for a couple tense seconds. You were practically drooling again by this point, and you had half a mind to reach forward and relieve her of the now-useless garment yourself. However, she seemed to sense the ‘pain’ you were in, and giggled as all it took was her brushing the straps off her shoulders for that extra push.
The bra dropped onto her lap, and her perfect tits were bare to you in all their glory.
“Oh… my god…”
You felt your mouth slacken, and that hunger inside you swelled within your core. You weren’t sure that your cock could fit even more blood into it, but it, too, swelled more.
And as Rarity cupped her bare tits in her hand and massaged them sensuously, her hard nipples—a delicious shade of gray—also graced your vision front and center. Yet another carnal urge to just reach forward and take her tits in your hands—or your mouth—was almost insurmountable. She was so close to you, you could’ve lifted your hands and grabbed her orbs to your liking if she would allow it. Your dick was pointing directly at her tits right now like a road sign showing you the way forward.
And through the small silence that emerged, you pleaded internally for her to say something… because you had absolutely no words to describe the arousal you felt right now. It was intense. It was divine. It was magical.
Your breathing was heavy, and you were certain your cock would burst if she managed to tease you even more… and thankfully, she gave you some direction, and indication of what was to come:
She squeezed her tits nice and tightly, framing her nipples with her fingers, and her much-more flushed face indicated to you that she was enjoying every bit of this.
“Would you like to fuck Mommy’s tits?”
Your cock practically leaped at that question, and a fat bead of precum dribbled down the head, and nearly fell to the carpet beneath your feet.
“Yes, Rarity… I absolutely do,” you managed.
“Hmmm~…” she smiled, thinking. “Start stroking yourself, darling.”
You complied without question.
Your hand went to your throbbing cock, which tingled pleasantly at your touch, as if it was finally crying out at the possible relief from its ‘suffering.’ A few strokes from your head down your shaft, and you’re already fully coated in your own precum… and there was plenty more where that came from, as you never took your eyes off Rarity. You made sure to restrain your pace, as you definitely didn’t want to get carried away too soon.
Eyes occasionally switching between yours and your dick, she continued to massage her tits for both your pleasures. After a few more seconds of this, she cocked her head to the right, bit her lip, and hummed once more.
“Have you ever thought about titfucking me?” she asked sweetly.
You didn’t even think it was possible for some of these words to fall from her gorgeous lips.
“Abso-fuckin’-lutely,” came your husky reply.
“Mmm is that so, darling? So… have you jerked off to my tits before?”
“Yes…”
“And have you imagined releasing—cumming on them? Between them?”
“YES!”
She giggled, covering her mouth with her hand for a moment while she did. Having seemingly sensed that you were working yourself up pretty well by this point, she gave her next, simple order:
“Good boy~. Now… stop stroking.”
You did, and the moment you did, you watched Rarity flop back onto her bed. Now laying fully on her back with her arms splayed out like the angel she was, her mounds parted to either side of her chest. They still held much of their form and perk though, and remained ever as appetizing as they had been… arguably a little more with her in that position.
You felt your heartbeat in your dick by this point. The boyish excitement that had welled up in your diaphragm was about to burst, along with your rod.
“Now…” she began anew, saying your name as she licked her lips.
“Here is what’s going to happen: You’re gonna get over here… get on me… and fuck my huge tits until you explode~. We’ll make all those dreams of yours come true, darling~,” she revealed, having laid out her plan for you.
Like a hungry dog served a bowl of meat, you move excitedly, ready to quite literally jump onto that bed with her at that promise. But once again, the second you get into stride, she stops you in your tracks in her usual, arousing ways.
“One more condition, sweetheart…~” she said. “You’re not allowed to cum until I say so~.”
You throbbed again at those words. It hurt so good.
“Yes… yes of course!” you readily agreed.
“Yes… what?” she asked.
“Y-Yes Mommy…”
She bit her lip.
“Good boy~.”
And with that, you crawled onto the bed. You knew for a fact that this process didn’t take more than a few seconds… but the journey there seemed to slow down time as you gazed over her prone form and reconciled that with just what you were given permission to do. Still, you weren’t a savage, and you made sure to carefully straddle her stomach… and took quadruple extra care that there was no way you could possibly, accidentally hurt her.
Yet again though, Rarity watched you the entire time… peering into your eyes with that nurturing, soothing look that simultaneously promised you and your cock the best times to come.
With your knees on either side of her torso, you laid your engorged length right onto her sternum. You half-expected her to ensnare your member in her bosom herself, but no such thing was forthcoming. Instead, she merely continued to blink up expectantly at you.
“Go on~…” she cooed. “Squeeze that fat cock in my tits~.”
“Y-Yes Mommy~…”
You held your hands level, tentatively at first, wondering if there was really even a ‘right’ way to approach this. You followed your gut though, and channeling your intense arousal, you cupped the sides of her tits in a firm but gentle hold.
Oh how your fingers just seem to sink into them just enough, how velvety smooth her thin alabaster coat and skin were… if there was any doubt they were real—which there never was—it would’ve been dispelled immediately. Just finally grabbing a hold of them forced another healthy dollop of precum out of your head, some of which dripped onto her chest.
Rarity’s breasts overflowed your grasp as you hefted them into place, enveloping your dick entirely when you squeezed them together. Your fingers sunk further into her supple tits once you tightened their hold around you. All the while, you couldn’t resist, and through an impish smirk of your own, you brushed both her nipples with your thumbs, which earned you a cute lip-bite from her.
And an impromptu shudder which manifested with a gentle shimmy of her chest.
Ahh, victory.
After what seemed like a small eternity in just experiencing this, your cock was completely veiled from existence—ensnared in the pleasantly vice-like hold of her cleavage. In fact, the head of your cock couldn’t even be seen from the top! She had swallowed you up entirely!
And you loved it. You had to hold yourself there and focus for a couple seconds because the feeling was… indescribable. You could feel your dick being wrung out of all its precum, starting to drench and mar her perfect skin in her cleavage. The simultaneous velvety softness, yet firmness of her hold sent your mind reeling. So much so that if you didn’t collect yourself for a couple more seconds, the pleasure that had been passively building up in your loins would threaten to bring this to a messy end much too quickly.
Rarity didn’t seem to mind though and kept her arms right where they were: splayed out limply to her sides above her shoulder line. She didn’t seem inclined to intervene in any way, though she did have some words of encouragement:
“Good boy~! Now… fuck my fat tits! Milk yourself nice and good, darling…
“…but remember, don’t you dare release before I say so. Or I’ll make sure this never happens ever again~.”
Those words garnered your attention immediately. Dumbfounded, you merely ask:
“Wait… a-again?!”
She giggled heartily, but in the way that meant she knew something that you most certainly did not.
“Maybe if you keep being such a good boy for Mommy~.”
You needed no further instruction nor encouragement beyond that, and you started off nice and easy.
Keeping a nice hold on her tits—which was a lot easier said than done considering their size—you commenced thrusting through her natural valley. The first involuntary groans that fell from your mouth were unexpected, but you didn’t stop. You couldn’t.
You made sure to feel every inch of your shaft enveloped by her tits, and making sure that the artificial fuck-tunnel you created with her udders was nice and slick with your own essence. Just when you would see most of your dick emerging out from the bottom of her cleavage, you thrust right back in, attempting the very opposite—acting on the carnal, downright biological need at this point to titfuck her ‘as deep as you could.’
In thrusting your hips as far as they could comfortably go, you could just force the head of your cock to pop out of the top of her tits. Barely. She regarded you—and the head of your cock each time it makes itself known—with that same, placid arousal that you found so exhilarating with Rarity.
You gathered your speed, and in grabbing a firmer hold on her bosom, you started getting into a proper rhythm. You experimented by moving her tits in opposite directions to your thrusts, and you could hear how your hips impacted against the underside of her boobs as you did. Such a simple sound was euphoric to you, and combined with the quite electric pleasure her sweater puppies were lavishing your cock with, it only drove you further on.
All the while, you continued to brush and circle her hard nipples with your thumb… an act which Rarity seemed to appreciate, if her flusher face was anything to go by. Yet, despite the modest blush she was sporting, and despite how her lustfully-narrowed eyes screamed—no, demanded—that you continue… it was you who was firmly attempting to pace themselves and not get too carried away. And most importantly, to not disappoint her.
Rarity may have been the one on her back. She may have been the one who offered use of her massive, fuckable tits to have your way with them…
…but Rarity was firmly in control.
“Mmm~ there you go… just like that…” she whispered heavily, staring straight up into your eyes.
Your own groans and moans don’t stop. They’ve never stopped.
“Rarity…~”
“Faster now, sweetie~… fuck them faster~…”
On her command, your dick throbbed powerfully, and you picked up the pace. You adjusted the hold on her tits a bit—keeping them held nice and tightly, never wanting to let them go— and really started putting the work into your hips. You had to interrupt your pace for a moment when the spike in pleasure from her tits was a little too much, too fast… though you quickly reclaimed your hold on your build-up.
For now.
Nevertheless, you were leaking into her cleavage like a worn faucet, and some of your essence was starting to dribble out onto her neck.
And she really seemed to enjoy that.
“Mmmph! Good boy~… how do Mommy’s tits feel?” Rarity asked.
You punctuate a single word you’re able to manage when you thrust through her valley.
“Heavenly…~”
And then more praise when you stabilize your rhythm and focus.
“So… fucking… amazing~.”
Rarity chuckled excitedly, and further goaded you on… which really didn’t help you keep a lid on things.
“Mmm, is that so? Better than you imagined?”
“Y-Yes Mommy…~”
She looked victorious.
“Hehe, such a flatterer~. Now darling, keep fucking my tits!”
As if you were ever gonna stop, anyway. Yet on her words, you started thrusting a little faster… a little harder… and began jerking her tits on your shaft a little more firmly. For a little bit of change, and just to both test the waters and have a little extra fun, you bit your lip and bore down into Rarity’s eyes… all before pressing her nipples inward softly like the perfect, hottest little buttons they were. You never stopped brushing and gently flicking at them with your thumbs, either, when you could.
She didn’t complain in the slightest.
“Faster…~” she demanded, her gaze narrowing resolutely, though never once losing that hyper aroused edge.
You could very easily detect ‘the horny’ in her voice, though.
“Y-Yeah? Faster?” You confirm.
Such words that fell from her mouth were almost surreal to hear, especially when her gorgeous voice became much more husky around the edges:
“Pound my fat fucking tits!”
“Y-Yessss… Mommy…~”
Just as she commanded, you put your entire effort into breeding her bosom. At his point, her nipples were poking through the gaps between your knuckles as you thrusted. This time, your movements were not just for enjoyment and savoring, but to bring yourself to the end. It’s what you wanted… and it’s what Rarity demanded.
The slaps of your hips on the underside of her tits grew ever louder, along with the mixing in of a slick, viscous wetness that was the reservoir of your precum between them. At the same time you pulled them down and around your cock… and occasionally lost some grip resulting in you furiously alternating their stroking of your shaft as it glided through her cleavage…
It's a mess. A sexy, huge-titted mess that you’d have no other way. By this point, Rarity’s name is waterfalling from your mouth, along with the moniker she demanded you call her by. Your voice gradually increased in gruffness and volume to signify your loss to the throes of pleasure between her fat tits…
And then…
“Stop.”
You stopped immediately, though you in no way loosened the hold on your pulsating, engorged member. You kept it right where it was, nestled in her cleavage. Your breathing was intense, your eyes barely able to remain open lest you take in too much the sexiness of this woman beneath you, and how you’re treating your cock to her boobs. This would only result in suddenly cumming without her permission.
You eagerly heard her next command:
“Throb.”
It’s all you’ve been doing these past tense couple of seconds… and it would continue until she said otherwise. You throbbed. You felt your heart pounding in her velvety pillows. You were still pouring precum between them—the worn faucet had been completely torn from the sink, and then ripped from the wall by now. All the while, you unashamedly let out a whine. You were so close to release…
…to emptying yourself.
Rarity knew your plight. She could read it like a picture-book on your face, and she further giggled evilly.
“Awww… poor baby~,” she teased. “Do you truly wish to cum?” she asked.
“Y-Yessss… Mommy…~. I wanna cum…”
“Are you gonna empty your balls for Mommy Rarity~?”
“YES!” your desperation took hold, but you tempered your voice a little bit. “I’m gonna drain them completely, Mommy… I’m so fucking close~…”
Rarity licked her lips in anticipation, and you quivered when you opened your eyes fully just to see that.
“Mmmm~… good boy. I’ll let you cum. Buuuuut I need you to say something for me~,” she began.
And you didn’t have time to react fully before she followed up:
“Say… that I’m your Busty Goddess~,” she cooed.
With pleasure. If she wasn’t by this point, in your opinion, what the hell was she? You thusly decreed through your titfuck-addled mind:
“Yes… you’re my Busty Goddess, Mommy~.”
“I’m your Titfucking Queen~.”
“Yes, Mommy Rarity! You’re my Titfucking Queen!” you declared through gritted teeth, struggling to hold the fractured dam back.
Rarity then smiled widely, and her eyes glinted once again in the light of the afternoon. It was a look of pure satisfaction. Of victoriousness. Aroused smugness.
She was in control of you.
Today, she owned you.
“Good boy~. Now, for being such a good boy… go ahead, darling! Use my tits to cum, now!”
Those final words barely left her mouth before you were thrusting like a madman. Teeth gritted and in no way playing softly with her breasts, you gripped them much more roughly. Your fingers sink into her fat udders and a nigh-animalistic growl fell from your lips as you pumped your cock through her cleavage. You firmly pinched her nipples between your knuckles all the while, and channel the pleasure in your core. The carnal need to just cum was overwhelming, having felt it built up to this point and the backup encouraged by Rarity herself.
You were about to finish explosively.
All according to her plan, if her enthusiastic giggles and gentle, happy groans of her own were any evidence! The look of ecstatic lust in her eyes at you just… filthily using her assets for your pleasure was the final push to take you to the edge.
And then came her final words—nay, her demand:
“That’s it… yeah… yes, darling! Are you gonna cum for me now?! Yes! Cum! Explode between my huge tits!”
That was it. Those words careened you straight through the guardrail of the edge you were brought to… and ‘explosive finish’ was one hell of an understatement.
“R-Rarity…!!”
The final thrust forward that you made creampied her cleavage in extraordinary fashion.
You could suddenly feel the molten hotness of your cum bathing your dick between her massive tits. The little involuntary micro-thrusts that followed only served to pour more and more into her bosom… though one thrust brought the head of your spasming cock to the right place to launch a volley of sperm squarely onto her cheek.
She shrieked excitedly at the sudden marring of her gorgeous face, but giggled all the same. The remaining, seemingly endless spewing of your seed continued to get caught in her breasts, shoot onto her neck and chin, or simply dribble out from between her tits.
Your entire body quivered something fierce. You were almost positive this was the hardest you came in your entire life. So hard was it that your vision seemed to go a bit dark at the edges. All through this, your hold on Rarity’s fat tits never waned. Like before, you never wanted to let them go.
Your vision continued to darken as your balls emptied—and you vaguely understood that you were probably about to pass out if you didn’t take a quick rest. Out of respect for the lovely woman beneath you, you extricated yourself from her and flopped back onto her bed. And as you decided to rest your eyes for just a moment, you didn’t forget your manners:
“Th-Thank you… Rarity…”
You briefly got a look at her cleavage beforehand… when you released her tits from your hold. You didn’t even realize your balls could store that much cum, let alone produce it. The valley between her breasts was just curtains of your thick pearlescence. You hoped you didn’t leave her too much of an inconvenience to clean up.
And even when your eyes faded completely, you heard one final giggle, and then:
“Good boy, darling~.”
Your eyes shot open, and your back was instantly perpendicular when your lucidity returned. A sharp inhale gave you much needed air… and goddamn were your hips pleasantly sore. The change in lighting indicated that you were out for at least a good couple of hours, but it wasn’t nighttime just yet. You weren’t sure if you just had the wildest dream, or…
Your eyes widened further when you realized that you were laying, completely nude, in her bed. You could practically feel your pupils shrinking to pinpricks.
“Rarity!” you exclaimed to yourself. You sure as hell didn’t hear her downstairs.
Where was she?
Was she even over today?
Did you dream all this?
Were you this tired and sex-starved that you crafted this whole scenario with your friend and mentor, and found your way through a lucid dream into her own bed?
And Jesus Christ, were you dehydrated.
A sticky-note fell like a leaf from a tree from your chest onto your lap.
Perplexed, you picked it up, finding a note from Rarity, written in her impeccable handwriting.
You read some words that both shocked, soothed, and excited you all the same.
Thanks for the amaaaazing time today, Darling!
I went out with the rest of the Elements for the evening. Please feel free to let yourself out. Can’t wait to see your latest design!
See you on Monday, my good boy~ ;) <3
—Rarity
A soft smile tugged at your face as your questions were answered… and you laid back down to contemplate what it all meant for the future.
Man.
