Rarity knew that she should be paying attention in class. She was 18 now, after all, and a senior at Canterlot High School. Soon, she'd be graduating and she certainly wouldn't be thanking herself later for poor grades that hindered her future prospects in life. However, there were much more interesting things to focus on than Mr. Cranky Doodle Donkey droning on about transforms or differentials or some other math topic that only Twilight was likely to understand.
Such as, for example, the handsome boy occupying a desk a few rows in front of her. The one with jet-black hair and striking purple eyes that seemed to look right through her. The one who had just taken off his rakish motorcycle jacket and draped it over the back of his chair. The same one whose lean, muscular body made her heart race faster. And whose dark grey riding pants looked so snug around those long legs…
She tried not to stare too blatantly. But, well, he did have quite a nice figure. His shoulders tapered down into a narrow waist before widening again into broad hips. Those pants hugged every inch of his sculpted form. Not to mention, those boots! They were black leather and they seemed to call out to her. To caress and touch and…
"Rarity?" Fluttershy, at the desk next to her, asked in a quiet whisper. "Are you okay? You're just kind of . . . staring at nothing."
Rarity glanced up quickly and immediately wished she hadn't. Her cheeks burned red from embarrassment when she realized how obvious her reaction must have been.
"I'm fine," Rarity said softly back. "Just thinking about what I'll wear to prom."
“Oh . . okay.” Fluttershy smiled sympathetically but didn't say anything else. It was obvious that she knew that Rarity wasn't being entirely honest but also didn't want to embarrass her friend. Rarity appreciated the gesture and kept her own mouth shut, determined to keep any further thoughts to herself. After all, there would be plenty of time later tonight to obsessively think about Shadow and what might transpire between them. There was no need to get herself worked up now.
Besides, she could already feel her stomach fluttering nervously just thinking about asking him to go with her. What if he said no? What if someone asked him first?
It was only natural that she find herself interested in him. Rarity was certain that she couldn't be the only girl at CHS who felt that way. She had seen him at school and even around town, often hanging out with other classmates or walking with his friends. He was popular among their peers. A real charmer, with a devilishly good smile and a charming laugh. Plus, his fondness for motorcycles and his ubiquitous leather jacket and boots lent him a certain aura, a hint of danger and excitement. How could anyone resist that?
And yet, despite these outward signs of popularity, Rarity felt like she had caught him looking at her several times during the past couple of months. She had no way to know for sure, though, since they never actually interacted. When she talked to Fluttershy about it, she explained that most guys don't approach girls they see around school unless they actually have something to say. So, she decided to take matters into her own hands and invent a reason for them to interact. In fact, she already had a plan to do exactly that.
The next day, Rarity headed to CHS early and sat near the door, hoping to catch sight of Shadow coming in. Sure enough, she soon saw she saw him steer his motorcycle into the student parking lot and park it. She watched as he hopped off, threw his helmet onto the seat behind him, then walked toward the main entrance. He stopped briefly to talk to some other students as he passed. Then, after a quick exchange, continued towards the main entrance where Rarity sat on the steps waiting.
He was heading straight for her, and she fought down a sudden wave of butterflies in her stomach.
As he drew nearer, he smiled at her and her heart skipped a beat. She returned it, feeling a bit giddy.
"Good morning," Shadow said with a soft chuckle. "You're here awfully early today."
Rarity nodded and took a deep breath. Now was the moment of truth. Was it better to be direct, or coy? Her instincts said to be subtle, to leave hints and test the waters, but another part of her was certain that he would respect a girl who could be straightforward with him.
In the end, she opted for directness.
"Would you care to go with me to prom?" Rarity asked.
Shadow paused, seemingly surprised by the question. "Well . . ." he started hesitantly. "That sounds . . . really nice, but I don't know if I have anything I could wear. I don't think they'd be thrilled with me showing up in my riding leathers, you know?
Darling, you can wear those leathers anytime, Rarity thought wistfully. She was thrilled that Shadow hadn't turned her down, but more importantly, he had fallen into her devious trap!
"Oh, that's not a problem!" Rarity said. "I'd be more than happy to sew and tailor a gorgeous suit for you!" She smiled brightly at him, hoping that her enthusiasm showed through. She couldn't make it obvious that she had planned this entire scenario, that she'd been watching him for weeks and waiting for the right opportunity. She had to play this cool and collected, not come across as desperate.
Shadow blinked. "You'd make me a suit, huh?"
Rarity nodded eagerly. "Of course. You'll look so handsome in one, and I'll make positively certain that it fits you just so."
His expression softened. "Really?"
"Absolutely!" Rarity replied with a bright grin and a wink.
"Wow," he said, running a head through his hair. "That's really generous of you, but I hate to put you through a bunch of trouble just for me."
Rarity shook her head. "No, it will be no trouble at all, I promise. I'm pretty good with a needle and thread. It won't take me too long to get your new suit ready."
Shadow grinned and nodded. "Well, if you're sure you don't mind, I can hardly say no to such a pretty girl asking me to prom AND helping me look stylish."
Rarity was relieved that the conversation was moving forward. She clapped her hands in approval. "Wonderful!" she said with a wide grin. "I'll need you to come by my house so I can take your measurements. Would you be free tonight?"
"Tonight works for me," Shadow said, nodding. "I'll swing by around seven o'clock if that’s okay with you."
"Great! See you then!" Rarity said, standing.
Shadow stood as well and gave her a warm smile that made her heart flutter once more. "See ya," he said with a nod before walking away.
As she watched him head inside the school building, Rarity felt her cheeks burn hot. She was very pleased to see how the plan had gone. Now, she only needed to wait for tonight.
It was nearly 7 PM when Rarity heard a knock at the front door. She smiled as she went to answer it. She was dressed in a black slip of a dress that barely covered her body, and she had left her hair down loose to cascade over her shoulders. It was risqué, she knew, but she wanted to show him that she was worth it. The dress was one that she had made last summer when she was experimenting with different styles and she had kept it in her repertoire for a special occasion. She had always liked the way it accentuated her curves without revealing too much skin. Tonight, she thought, he might appreciate the way it hugged her figure.
She opened the door and was delighted to see Shadow standing there, smiling at her. He looked great tonight. His riding jacket hung carelessly from his shoulder. His motorcycle boots were polished to perfection. His dark grey riding pants fit snugly around his thighs and hips. And his shirt, which stretched tight across his chest, displayed the muscular lines of his torso. He looked so handsome and charming that Rarity felt herself blushing just at his presence.
Shadow blinked, eyes widening at the sight of her in the nearly-scandalous dress. "H-hey, Rarity," he said, voice cracking slightly. "How are you tonight?"
"Wonderful, darling," Rarity answered honestly. “Please, come in,” she said while stepping back from the doorway to allow him to come inside.
He entered, giving her an appreciative glance that she didn't miss before stepping into her home.
"Thank you," he said with a smile. "I hope I didn't interrupt anything."
"Not at all," Rarity said, following him in as she closed the door behind him. "I've been waiting for you."
He smiled again. "Well, then, shall we get started?"
"I'd love to," Rarity replied with a coy grin. "Would you like some coffee or tea? We have both."
Shadow laughed softly. "That's really generous of you. Coffee sounds wonderful, actually. "
They moved into the kitchen where Rarity pulled out two mugs, filled them with freshly brewed coffee from a waiting pot, then set them on the table. She had prepared a plate of cookies and a small pitcher of milk as a snack, and as Shadow sat down, Rarity placed it in front of him. They sat silently for a minute, sipping their drinks and enjoying the cookies while Shadow studied her. She knew that he was undressing her with his eyes, taking note of every little thing about her. She had seen his gaze linger on her as they walked to the kitchen together. She hoped that he would say something to her soon to break the tension that was hanging in the air.
Finally, Shadow cleared his throat. "So, Rarity, you said you needed to take my measurements?"
Rarity nodded eagerly, glad for the conversation to resume. "Yes, so I can make sure that your suit fits you properly."
"That's really nice of you," Shadow said, a hint of uncertainty in his voice. "I really appreciate you offering to do this for me. And for asking me to the prom, of course."
Rarity smiled. "But it's really not a problem, darling. In fact, it's probably best if I get started. Then, it will be done and ready to wear for prom night."
Shadow nodded, and Rarity smiled sweetly, rising gracefully to her feet. "Shall we?" she asked, gesturing towards her bedroom that doubled as her workroom.
Shadow nodded and she led him into the room, closing the door behind them. Once they were alone, Rarity turned and began removing her slip to reveal her lacy black bra. Shadow stared at her, mouth agape, as she undid the straps of her bra and let it fall to the floor. He swallowed hard as he admired her full breasts, their pert nipples proudly erect. Rarity let her slip drop to her feet and stepped out of it, leaving her clothed only in her black panties.
"R-rarity, I thought you just wanted to take measurements?" he stuttered, staring in amazement at her.
"Oh, yes," she purred." "I'm going to take all of your measurements. Every inch of you." She fluttered her eyelashes. "Would you like me to take these off as well?" she asked coyly as she slid her fingers between her legs, rubbing her growing wetness against her panties.
"Oh . . . yes," Shadow whispered as he watched Rarity rub her pussy through her underwear. He felt himself growing erect beneath his pants as he watched her teasing herself.
Rarity giggled, slipping her fingers out of her panties to pull them over her ass and down her legs to the floor. She kicked them off and stood naked in front of him. "There! Now that's more comfortable." She grinned up at him as she ran her fingers over her now-exposed tits. "What do you think?"
Shadow was stunned. Rarity was absolutely beautiful! Her body was toned and trim, with perky breasts and a flat stomach, and her large pink areolas were a deep contrast to her pale white skin She was even more stunning than he had imagined.
"I think you're absolutely gorgeous," he breathed as he stood up and, like a moth drawn to the flame, moved closer to her alluring form.
"Such a charmer!" Rarity giggled as she wrapped her arms around the approaching Shadow and drew him close. "I think you're pretty handsome yourself," she said before leaning in to kiss him softly on the lips.
Shadow squeezed her closer as he returned her kiss, pressing her gently against him as he tasted her mouth. Rarity moaned softly as his tongue brushed against hers. She savored his feel as she slipped her hands up his back and onto his shoulders. The strength she felt surprised her, but she enjoyed it. She had always had a weakness for men with a muscular build.
Shadow broke the kiss and glanced down at her. "You're so beautiful," he said quietly as he moved one hand and brought it up to cup one of her breasts. Her soft flesh melted into his palm as he held her breast, squeezing lightly before moving his hand up to her neck and kissing her cheek.
He looked into Rarity's eyes, drinking in her beauty as he felt his cock stiffen beneath his pants. She was so beautiful, so perfect, so eager and willing. He could see in her eyes how much she craved him, and it awoke a similar desire somewhere deep inside him. His heart beat faster as he thought about what she might look like after he took her. The thought made him growl softly and he pulled Rarity in for another passionate kiss.
Breaking the kiss after what felt like forever, he pushed her back against the wall, his hand sliding down her smooth stomach to her hip. Her muscles tightened, then relaxed, as he traced the outline of her leg with his fingers and she gasped softly when his hand touched her thigh. His mere presence intoxicated her; the scent of his cologne mixed with the strength of his body pressing into hers made her legs tremble.
She whimpered softly as his hand slid onto the inside of her thigh. Her breathing became heavier as he teased her with gentle caresses that made her want to clench her thighs tightly together. She was almost panting with need as he rubbed her with slow, light strokes.
She lowered her forehead into his shoulder, moaning softly into his ear. She had never been so turned on before, never felt so weak and needy, and she adored the sensation.
Shadow was completely enraptured by Rarity's body. As his fingers continued their exploration, he couldn't help but notice that Rarity was starting to shiver with pleasure. She was incredibly sexy, and he was becoming increasingly aroused at the way she responded to his touch.
He led Rarity gently to the bed, then followed her down onto its soft surface. She giggled and pushed herself into him; the heat from his body mingled with her own, melding together into one. He held her close, enjoying the feel of her fevered skin against his as he drank in her closeness and pressed his lips against hers again.
Her kisses grew deeper as she pressed her body into Shadow, grinding against his hardness and drawing a gasp from him. She smiled as she ran her delicate fingers around the shape of his member, currently straining against his pants, and he shuddered. "Let me help you with that, darling," she purred as she unsnapped the button of his pants and drew down the zipper.
Shadow watched as she undid his belt and unzipped his pants. His heart was pounding in his chest as he felt Rarity's fingers brush over his swollen member. She ran her fingers over the length of his cock, gently squeezing, making him groan softly. Rarity's fingers were so soft, yet so strong, as they caressed his manhood. She looked into his eyes as she continued to stroke his hardening cock. "I've wanted this for so long," she whispered softly. "I've fantasized about it." She smiled. "And now I get to do it." She leaned forward, licking the head of his cock with a long, sensual motion. Then, with no warning, she took his member into her mouth.
"Rarity!" Shadow gasped. She moaned softly as she began sucking his cock, taking him deep into her mouth until he hit the back of her throat. He was entranced by the sight of her lips wrapped around his shaft and her head bobbing up and down, her eyes locked on his. "Mmph," he moaned, heedless of the sound he was making.
Rarity cooed as she continued to suck his cock. She loved the feeling of his hard cock in her mouth, filling her up and making her tingle all over. Her lips and tongue glided over his hardness, teasing the underside of his shaft. She could tell by the way he twitched that he liked it when she took his length down her throat, and she smiled as she began to suck more deeply on him. She loved how it felt to have it in her. She wanted to take it all, to swallow his whole member and savor it deeply.
"Rarity . . ." Shadow gasped as he reached down to grip the nape of Rarity's neck, holding her close as he watched her work his cock.
Rarity moaned as she felt Shadow's hands on her neck and shoulders. She bobbed her head up and down faster and she could see his face contort as she worked. She knew exactly what he needed, while she only wanted to please him. She moaned softly as she felt him thrust his hips upward, clenching his hand into her hair. Normally, she despised anything that interfered with her meticulously coiffed hair, but this was an exception. She loved having his hands in her hair and the sense of being controlled that it gave her.
He growled as he started to thrust his hardness down her throat over and over again, claiming each inch of it as his own. Rarity moaned deep in the back of her throat, shuddering as the sensation lit a brand-new fire in her loins as Shadow took control. The feeling was indescribable, as she willingly yielded to him and let him use her.
Shadow was in heaven. Rarity's mouth was so soft, so warm, so tight around his cock, and her throat took him so eagerly. Her mascara, formerly so artfully applied to accentuate her incredible natural beauty, had begun to run down her cheeks as it mixed with her sweat and the few tears that leaked from her eyes at the rough treatment. The sight nearly made him pause, to stop and ask if she was okay, but the eager moans she made around his shaft and the sparkling happiness in her blue eyes reassured him. He felt her body quiver against him as he deepthroated her. He had never felt so powerful in his life, so dominant, as he did while the most beautiful girl he had ever seen eagerly worshipped his cock.
"Rarity," he groaned as he grasped hold of her hair, using it to control the motions of her bobbing head. Her elegant style was ruined and her usually fastidious curls hung in frazzled ruins. Rarity continued to suck him with renewed vigor, moaning softly as she felt him twitching in her mouth. She couldn't wait to have him fill her with his seed. She looked up into his eyes with such intensity, such need. Her pussy flooded with her juices, making her legs tremble with anticipation.
Shadow shuddered as waves of pleasure swept over him and a familiar pressure began to build. "I'm gonna cum," he gasped in warning.
Rarity nodded eagerly and moaned as he pushed his hips up into her face. She stretched her lips wide and held his cock tightly in her warm, soft, velvet-lined lips as he shot his load into her. She grunted softly as she felt his warm cum splash against the back of her throat. His seed flooded her mouth as he pumped his load straight down her gullet. She drank it down eagerly, savoring the salty flavor and sticky texture, determined not to let a single drop spill. Her lips were still wrapped tightly around his hard shaft and she kept sucking until he was spent, leaving only her saliva in her mouth.
She released his throbbing cock with a loud pop, then licked the tip with her tongue, making sure that every bit of his cum was cleaned from them.
Shadow focused on catching his breath. His chest heaved raggedly and fireworks danced behind his closed eyelids as his cock continued to twitch and spasm. He was still coming down from his release when Rarity gave his cock one final kiss and then shifted position to settle on the bed next to him. "Rarity, that was . . ." he trailed off as words failed him.
She giggled. "Wonderful, I hope," she said while resting her head on his shoulder.
Shadow smiled and reached down to pet her soft hair. "Yes, it was."
He smiled as she snuggled up against him. He ran his fingers through her luscious, purple hair, still ruined and frazzled from earlier. She shivered and pressed harder against him, heart beginning to race again as his fingers ran down the nape of her neck and continued onwards. They traced her spine and circled around her hip, moving towards her front to slip between her thighs. Rarity gasped as she felt Shadow's fingers gently stroke her outer folds. His finger traced along her slit, making her squirm.
"Oh!" Rarity gasped softly, arching her back.
Shadow chuckled. "You made me feel so good," he breathed in her ear. "Let me return the favor."
"Mm," Rarity sighed happily, laying her head back down on his shoulder and closing her eyes. She felt him begin to rub her clit softly, gently stroking her sensitive skin as he teased it. She was getting wetter and wetter as he worked his fingers in and out of her slick opening. Her body trembled as he brought her to the edge of climax, but he didn't let her fall over it. She whimpered softly as her pleasure built up inside her. His thumb pressed against the sensitive spot just above her entrance; she could feel it rubbing in circles, teasing her clit. He rubbed that same spot with his thumb over and over again as he fingered her, causing Rarity to moan and shudder as she writhed beneath him.
"Please, Shadow," she whined, unable to contain her desires.
"Shh, don't worry," Shadow whispered into her ear. "Just relax and enjoy this for now."
"But . . ." Rarity moaned. She was so close; she was almost there . . . she could feel it, she could feel herself leaking with her own arousal as his fingers teased her swollen lips again. She needed it! She was so close she wanted to scream! She felt his other hand reach down and grab hold of her leg, lifting it up and placing it against his hip. She moaned as he began to slide his middle finger into her wetness, and she began to rock against his hand while letting out noises that sounded piteous even to her ears.
"Rarity?" he asked softly.
She looked up at him, eyes pleading for what she knew would satisfy her. She was so close; she wanted it so badly!
"Rarity?" he repeated.
Rarity looked back at him pleadingly, eyes bright with tears. "I . . ." she tried to speak, but no words came out. She was so close; she could feel the warmth of her juices seeping out from around his invading fingers, soaking her bedsheets.
Shadow leaned down and kissed the top of her head, whispering reassuring words in her ears that she couldn't hear. He felt her body trembling as her breathing became heavier and more labored. He could feel her muscles tensing and clenching, her hips grinding against his hand as she desperately sought the relief that his touch had been giving her. He felt the heat rising from her core as she neared climax. He felt her legs tremble and quiver as her pussy clenched around his finger. His cock twitched with renewed interest as he felt her inner walls tighten and grip his digit with an urgency that left him feeling both powerful and powerless all at once.
Her voice finally broke free as she let loose with a long, loud wail that echoed off the walls of her bedroom. Shadow grinned to himself as he watched Rarity's body tremble with pleasure, her eyes tightly closed as she let her orgasm wash over her like a wave crashing on a beach. Her legs quaked, and her hands grasped at the sheets as her body shook with pleasure. She let out another cry as her hips bucked wildly, nearly throwing his hand off her waist completely as she came hard. Shadow let her finish, watching intently as her body spasmed with pleasure for several seconds before he removed his hand from her slit with a wet slap.
Rarity was panting heavily, eyes still shut tight as she fought back the aftershocks of pleasure coursing through her body. Her face was flushed a deep crimson, and she was breathing hard, chest heaving. Shadow smiled as he saw her body shiver and shake from the aftermath of her orgasm. The sight of Rarity's body in such a state was intoxicating to him, and his cock throbbed with new life as he took in the sights before him.
He moved his arm under her shoulders and rolled her onto her side, pulling her into a spooning position with him. She opened her eyes and looked up at him, and he smiled softly at her, brushing her purple hair away from her forehead. "I'm glad you enjoyed yourself," he said softly, leaning down to kiss her cheek, tasting the salty fluid of her sweat on his lips as she returned the gesture with a soft peck.
"That was . . . amazing,” she whispered hoarsely.
"Thank you," Shadow replied softly, kissing her gently on the lips. He pulled her closer to him as his fingers slid across her soft belly. Then, he giggled softly.
Rarity peered up at him. "What's so funny?" she asked.
"I just realized that you never actually took my measurements," he said.
She laughed. "Well, I’m afraid my boutique is closed until morning. I suppose you’ll just have to wait here until then."
Shadow nodded. "Far be it from me to impose." He winked at her, then gave her a quick peck on the lips before rolling over to lay on her bed, pulling her into his arms. "I guess we'll just have to do that later, huh?"
Rarity nodded and laid her head on his shoulder. She sighed happily and relaxed in his arms. "Yes, we shall." She giggled.
Shadow laughed and hugged her tightly, and they drifted off into sleep together in each others' arms.
Author's Note
Please feel free to like, comment, etc . . .
Shadow is the OC of Ultraman52
