Rarity took a deep, deep breath and then descended again. Smears of lipstick were spread across her anonymous benefactor’s behemoth of a stallionhood, a surefire sign of all the worship the cock-doting, drooling slut of a seamstress had bestowed upon it. Her lips were wrapped around its girth in a tight O-shape, her cheeks hollowed inwards from the suction. She felt his every single twitch. Every little throb. The sensation of thick, pulsating veins, and the grotesque girth of his medial ring as she got closer and closer to fitting every last inch down her pained throat.

Her pose was nothing short of pornographic: On her knees, her back arched and tail high in the air, while tiny rills of mare juices and sweat trickled along her legs, or just splattered to the floor. The air was almost foggy with the heady scent of sex. The cord of her open bathrobe dangled uselessly, sliding across the floor in sync with Rarity’s rhythmic motions.

Rarity’s hands were at the wall in front of her, fingers tense and arched as she forced herself deeper. Her tits were squished against the wall. Her chest would be heaving, but with far-too-many inches of choker-snapping horsecock stuffed down her throat, there was no room to breathe.

Instead, her rolled-back eyes were clenched shut, and reflexive tears trickled from the corners of her eyes, leaving her pretty white cheeks as a ruined mess of black mascara streaks.

Rarity could not be happier about it.

She was a slut. She’d thrown herself at some random stallion’s greasy, fat horsecock. And why? She didn’t even know. Was it the kick she got out of the humiliation? Maybe. Or maybe she just loved cock far, far more than she wanted to admit. Not the stallions that were attached to them, no, just their fat, musky dicks. Getting to see them stiffen in front of her face, twitching and pumping beads of pre in anticipation of her. Getting to kiss them, suck them, lick them, stroke them, and to wrap her lips around them until they blew their loads down her throat, giving her that warm, fuzzy feeling of knowing that she’d done her job so very well.

Fuck, she almost wished someone could see her like this.

As that monstrous beast of a flare twitched violently inside of her throat, she knew that it was time. She yanked herself up with a rash movement, and her anonymous patron’s fat flare popped from her maw with a satisfying schlorp.

Rarity took a few deep, fast breaths, her tongue lolling from her mouth. Spit dribbled from her mouth, across her chin, and into her cleavage. She was on her knees, the cock loomed in front of her face. Whoever was on the other side was not happy about the sudden lack of a tight, warm hole. Hooves were adjusting their position on the floor, and then Rarity’s partner began to thrust into the hole in desperate, needy frustration.

The seamstress felt a pang of guilt seeing her partner like this. It’d barely been a few seconds, but seeing that cock like that felt almost irresponsible. Her chest still heaving, she wrapped her fingers around it and gave it a squeeze. The stallion on the other side slowed down, and stopped as Rarity began to jerk him off with slow, sloppy movements. The sheer amount of spit and prejizz clinging to his dick left her fingers webbed and slippery.

Rarity knew he was still close. She’d not meant to deny him like that. No, she just wanted him to blow in her hands. She wanted to feel it on her face.

She panted. Panted like a whore. Her warm, heavy breath washed over the shuddering flare in front of her, while her once-dainty fingers pumped up and down across its length with frantic motions. The cockhead thickened again, and pulsated.

The seamstress whimpered to herself. “Please...Please...pleaseplease...” An unspoken ’I need this. I need to get you off. I want to feel your cock shudder and twitch, and feel you blow your warm, virile cum over my face, as though I am some sort of desperate, cock-thirsty slut.’ hung in the air. She did not have enough time to spell it all out, and even if, she was merely mumbling to herself in cock-addicted stupor.

An explosion of pearly-white slimy semen burst from the mysterious stallion’s flare, and splattered against the back of Rarity’s wide-open mouth. Pungent. Salty. Slimy. Potent. Her tongue lolled from her mouth as she milked him, her hands gently but decisively coaxin spurt after spurt of warm, slimy cum from his bloated, swollen nuts.

For the first four ropes of cum, they only seemed to increase in intensity, and Rarity’s aim suffered severely under the onslaught. One smacked against her forehead and mane, ruining what had been easily an hour of hard work of the spa sisters earlier today. A second smacked against her chin, leaving strands of cum dangling from her muzzle, slowly smacking onto her tits one by one.

She finally wrapped her lips around his flare, her hands gently, outright lovingly pumping along his cock, as the final few strands of sloppy white semen bubbled into her mouth. She swallowed eagerly. Like a good girl. Like a slut. It'd been a while since she'd sucked someone off, and this was the first time that the taste was that potent, masculine, heady, if not outright addictive. She'd never thought she'd get used to that flavor, and yet here she was, even going so far as to clean off his flare with her tongue, keeping it in her mouth for a good long, few moments until she allowed it to pop out of her mouth.

Rarity gave his cock a gentle kiss, still holding it gently in her hand. It shuddered ever so slightly. Still half-hard.

Oh no, she was not done yet.

Someone knocked on the door.

The sound got lost in the savage, rhythmic smacking of Rarity’s ass clapping against the stall. She had been at it for a while. The air was hazy with the stench of sex and sweat, her bathrobe was lying in a corner of the room, and the rest of the spa had been all but forgotten. It was no wonder she’d not registered the knocking with the merciless percussion of her own ass filling the room.

“Uhm... Miss Rarity? Are you there...? You’ve been in there for quite some time...?”

This time Rarity noticed.

And this time, where they should’ve been a nervous, embarrassed squeak, all Rarity had to offer was exhausted panting. She was far, far too engrossed in her task to appreciate any distractions.

The seamstress lost her rhythm. Her knees quivered and shook while she held onto the cupboard, just barely keeping herself from keeling over. She panted, and slowed down with that beastly cock still half-way inside of her. She shimmied her ass a little. The cock twitched inside of her.

“I-I...” Rarity shook her head, trying to gather her thoughts. A stray strand of semen detached itself from her mane and smacked onto the floor. She cleared her throat, and raised her voice. “I do not recall having asked for any help, Aloe.”

There was a pause on the other side of the door. “U-understood, Miss Rarity.” She left.

The seamstress let out a little sigh. Goodness, she’d practically shouted at Aloe. No matter, she could apologize for getting carried away later. For now she had to get back to what really mattered. Rarity threw a glance back towards the wall, and prepared to continue.

And on the other side of the wall?

Well.

Someone was panting and whimpering into a ball-gag, a trickle of spit dribbling down her chin and across her breasts. Just barely capable of keeping it together, as some mare milked her cock like her life depended on it.

Fluttershy’s stood spread-legged, holding on to handlebars to steady her own position, her massive, twitching cock buried into a certain somepony’s warm, fertile depths.

It twitched.

Her swollen balls were utterly frustrated by the sudden hold-up. Goodness, why was she slowing down, what was that voice, and...

Wait.

Time came to a standstill.

It took several long seconds until Fluttershy’s foggy, rut-hazy mind had processed the sound. The gears inside of her head turned agonizingly slowly as she realized what she’d just heard, or rather, whom she’d just heard.

Rarity.

An ice-cold shudder rushed down her spine, while her cock throbbed harder, and hotter than it ever had before.

Not even Celestia herself could’ve prevented, or even stalled Fluttershy’s coming avalanche of an orgasm.

Any doubts, any desire to slow down, or to stop was drowned in the sheer heat, and bliss, the sensation of feeling Rarity’s sopping wet depths squeeze around her cock. All reason went out of the window, shoved aside by the most primal, animalistic part of her brain, the voice which shouted nothing but “BREED. BREED. BREED. FUCK. FUCK. FUCK.” over and over.

Her hips bucked instinctively, pulling back, only to ram herself forwards a fraction of a second later. She heard a muffled gasp from the other side. A second thrust followed, and that was all it took. She’d been holding back for so long. Now that she knew that it was Rarity on the other end of the wall, she just couldn’t hold back any further. Her blue-balled, swollen nuts tensed up, and began to empty themselves. Fluttershy’s orgasm washed over her in a wave of hot bliss and relief, while she just kept on thrusting.

She was throwing herself at the wall, practically humping the hole like a rabid dog, while her bloated nuts delivered the first of many, many ropes of dense, sperm-packed seed into the deepest depths of her friend’s womb. No matter that Rarity had sucked her off a mere few minutes ago, no, her balls had been aching to release, and finally got what they’d been craving.

If it weren’t for the walls, and the ball-gag Fluttershy was wearing, then Rarity would’ve recognised her adorable, high-pitched pantering and whimpering immediately. Of course, no one had, ah, forced her to wear that gag, no. Fluttershy was just keenly aware of how loud she could get when her stiff, hard dick was on the very edge of release or beyond, especially with someone else milking it like her life depended on it.

Her cockhead had thickened, flared up, working to keep every last drop of potent seed right where it belonged, in Rarity’s womb.

Fluttershy whimpered into the gag, her eyes rolling back as Rarity finally adjusted to the sudden change-of-pace, and began to gyrate her hips into the movement, and then slammed them back down according to Fluttershy’s frenzied, clumsy rhythm. Spit was dribbling from her lips, down her chin in foamy, sloppy globs which then splattered onto the floor, or across her heaving breasts.

Slam. Slam. Slam.

A few long, drawn-out moments later, Fluttershy’s mind slowly began to clear up and the hard, relentless thrusts slowed down.

As for Rarity? Well. Unlike Fluttershy, Rarity was not exactly done just yet.

Sweet Celestia.

I feel so sore.

Rarity knew that she’d been slacking off when it came to her workout-routine, but it felt like she was exercising muscles that hadn’t seen any use in years. She wiped sweat off her forehead, and adjusted her stance, struggling to even remain standing under the hard, sudden onslaught of her partner.

She felt her partner buck into the wall. Needily moving his hips, hammering into her with greedy, horny movements, which had gotten her so, so close to her own peak. She panted.

She’d felt how he’d blown his load into her. The sudden twitch, the sensation of warmth bursting into her, the flare.

And...now what he was slowing down, and losing his energy, she was not going to let him get away with that until she too had reached her peak. She wasn’t done yet, after all, and she was not even sure if she should feel flattered, or frustrated by his sudden ‘enthusiasm’.

He was still almost fully hard.

She spread her legs a little bit further to accommodate the virile spire that was still half-way inside of her depths, and made every little movement a challenge: Both due to the way the sheer size of that cock kept her in place, and the pleasurable, warm shower of tingles that washed over here when it moved inside her.

Rarity rode his cock. First slowly, then at an increasing pace, feeling his cum move inside of her, sloppily dripping from her pussy whenever she moved forwards.

She steadied herself with the cupboard in front of her, and slowly pulled herself forwards, then pushed herself back again. Thwack. Thwack. Thwack. Slowly riding herself closer and closer to her peak, sweat trickling down her forehead, tail lifted as far as she could, and her wobbling legs fighting to fend off the exhaustion, and struggling to synchronize her movements with the weak thrusts of her partner on the other side.

Rarity took a deep breath, and then slammed her ass against the wall with a meaty, satisfying smack, burying the stranger’s stallionhood deep inside of her slippery, hot depths. This wasn’t passionate, gentle love-making. It felt dirty, and depraved. Part of her wished that whoever was on the other side had just barged into the room, and pinned her against the wall, and had fucked her while digging his hands into her body, and greedily kissing her neck.

Her tongue was lolling out of her mouth, and her pants were intermingled with greedy, needy moans as she worked herself closer, and closer, and closer to her peak, just those last, final few steps until...

Rarity’s breath got stuck in her throat as her pussy tensed up, and her pelvic muscles tightened around the meaty beast that was Fluttershy’s cock. The seamstress had one hand between her legs, frantically chewing on her lower lip as she stimulated her clit, and pushed herself over the edge.

Her ass smacked against the wall, gyrating slowly, almost gently as a wave of steamy, hot bliss steamrolled her body, and threatened to destabilize her legs once and for all. Her heart pumped, her vision was ever so slightly blurry, and all was right in the world, if only for a few moments.

It had taken a long shower at the spa to rid her fur and mane of any remaining strands of semen, but...well, ridding her face of any traced of smeared make-up would take a while longer. Frankly, she looked terrible like this, but felt better than she had in ages.

Rarity stepped out of the showers, and made her way to the entrance, where the spa sisters greeted her with a bow.

“We hope that our service met your standards. We are deeply sorry for the ah, ‘issues’ that came up. We’ll gladly help you clean up and redo—”

“Oh darlings, that won’t be necessary. I feel quite excellent now, and isn’t that the entire goal?” She fluttered her lashes, and slid a tip across the counter. "I'll be back next week, as usual."

“O-Of course, Miss Rarity,” Aloe stuttered, and watched her client waltz out the front doors, her hips swaying to and fro. She had not seen her that upbeat in ages.

Author's Note

Woke up sick, send me all the spare health you have available. 🤒

Not fully happy with this chapter, but that's all fine, not every story has to be perfect. I hope you enjoy it, whoever you are, mysterious reader!

Oh also, I have a bunch of other plans queued up, let's hope I'll keep up my current schedule. I'm sure y'all will love the Gilda story once it's done. I might also pick up another small commission in the meantime.