Masquerade Passion

The girls entered the main hall where most of the guests were. The girls were in awe from how luxurious it looked. It was almost as if they were in some kind of movie scene. There were so many female guests wearing different masks while socializing among themselves.

"Now this is what I call a ball!" Rarity commented.

"You may do as you like while attending my ball." Fleur said as she caught up with the girls. "If you ever need anything, please let me know."

"I'm gonna try out the food here!" Pinkie said as she hurried to one of the food tables.

"I guess I could try out what this party has as well." Applejack said as she followed Pinkie.

"Well, while you girls do that, I'll look for a quiet place to nap." Rainbow said as it was her turn to leave the group.

"Umm, Ms. Fleur, does your mansion have a garden?" Fluttershy asked.

"Of course, one of my maids can escort you there." Fleur gestured to one of her maids. Fluttershy followed the maid to another part of the mansion.

"Is it alright if I check out the art this place has, Fleur?" Sunset asked.

"You can see my family's finest collection of art pieces right over there." Fleur said as she pointed at one of the hallways.

"Then I'll take my leave." Sunset said as she made her way to the hall.

"I'm going to look for Cadence." Twilight said to Fleur and left. Fleur watched as the girls went their separate ways. It didn't bother Fleur as she preferred to handle each girl one at a time. She turned to see Rarity who was still admiring the mansion's decor.

"So Rarity, if you want, I can introduce you to a few friends of mine who you would really like to meet." Fleur suggested.

"Oh that would be wonderful, please lead the way!" Rarity said in excitement. Fleur lead the way to another part of the mansion with Rarity following.

Fleur and Rarity arrived to a smaller room where several guests were socializing among themselves. Rarity followed Fleur to a smaller group of women.

"Greetings, girls," Fleury said to get the group's attention.

"Hey Fleur," One of the women said to Fleur.

"I want to introduce you to Rarity, she is quite a fashionista." Fleur said. Rarity waved to the group.

"It's always nice to meet a fellow fashion enthusiast." An older woman said. Her mask was light pink and she wore a dark red dress that showed off her figure quite well.

"Rarity, I want to introduce you to-" Fleur was interrupted when Rarity gasped loudly. Rarity smiled widely while covering her mouth with her hands.

"Y-You wouldn't happen to be Prim Hemline, are you?" Rarity asked. The older woman chuckled before she took off her mask. She had short pink hair and wore round, yellow earrings with purple circles in the middle.

"Indeed I am, it's a pleasure to meet you, Miss Rarity." Prim said as she offered her hand. Rarity immediately took Prim's hand and carefully shook it. Rarity did her best not to squeal with joy.

"I-It's such an honor to meet such an esteem woman such as yourself, Ms. Hemline!" Rarity said excitingly.

"It is no problem, Rarity." Prim Hemline. "You can just call me Prim." Rarity giggled like a fangirl.

"I don't mean to pry into detail, but how do you know Prim, Fleur." Rarity asked.

"I really got to know Prim from these lovely ladies." Fleur gestured to two other girls who were nearby.

"Hello there, my name is Sassy Saddles. I'm an employees at one of Prim's clothing stores." Sassy said as she took off her mask. Sassy had on a dark blue dress with black heels. The other girl took off her light blue mask to reveal a shorter teenage girl with two-tone blue hair with a reddish flower on it. She wore a white and black dress that looked like something from a fashion show.

"Hi, I'm Coco Pommel. I'm also an employee at Prim's clothing store. I have to say that it's an honor to meet you, Ms. Rarity." Coco said while smiling.

"Oh! So you have heard of me?" Rarity asked.

"Yes! I have seen several of your works while passing by Carousel Boutique." Coco replied.

"I'm flattered to meet a fan." Rarity said. As Rarity and Coco talked for a bit, Fleur walked over to Prim and whispered something into her ear. Prim nodded before she waited until Rarity and Coco were done talking. When the talk was over Prim approached Rarity.

"Say, Ms. Rarity, perhaps I can show you some of my latest works in honor of you being a fan of mine." Prim suggested.

"I-I would love that!" Rarity said excitingly.

"Luckily for you, Fleur just happens to have a large closet full of my clothing. Fleur's family has often helped me with my fashion industry, so I sometimes donate my clothes to them to show my appreciation."

"Allow me to lead the way." Fleur said as she started walking out of the room. Rarity along with Prim, Sassy, and Coco followed Fleur to her closet.

"Here we are!" Fleur said as she opened some double doors. Rarity's eyes were completely open from what she had saw. The room was ten times as large as the inside of Rarity's boutique and each wall had racks after racks full of well-made clothing. Rarity was speechless as she felt like she had died and gone to fashion heaven. "I take it that you like what you see?" Fleur asked Rarity.

"Better, I'm completely head over heels at this place! I want to practically live here!" Rarity said as she let her hand flow along the clothing. She then quickly composed herself as one of her fashion heroes was standing near her.

"It's alright to be enthusiastic about this place, Rarity." Prim said as she looked over one of the clothes-filled racks. "I was quite surprised when I saw that Fleur would have a room that could hold all of my clothes here." Prim started to pick out some clothes from the rack. "Perhaps we should hold a small fashion show in here to show off what's our favorite."

"That...would be...an honor!" Rarity said as her excitement increase.

"How about we pick out our favorite clothing in this closet, put them on, and show it off as we come out?" Sassy suggested.

"Great idea! Let us begin!" Fleur said as she and the rest of the girls went to pick out their outfits. They put on their outfits while inside some nearby changing rooms that were in the large closet.

"Ta-da!" Rarity said as she opened the curtains. She wore a bright gold long dress that glistened from the bright light.

Coco was next to come out and she wore a sailor-like outfit with a cute sailor hat to complete the look. "Wow! You look great, Rarity!"

"You don't look bad yourself, Coco." Rarity commented. "That outfit would be perfect on a yacht."

Prim was next to exit her changing room. She wore a long, black sleeveless dress with matching long black gloves and a large black feathery hat.

"I remember this outfit from my previous collections from Prance." Prim said as she looked at a tall mirror.

Sassy came out and she wore a fashionable cream-colored top and long pants. She also had on a long suit tan jacket that looked good on her. "I can probably wear this outfit while attending some business meeting."

Fleur was the last one to come out and the girls were silent as they saw what Fleur was wearing. She wore nothing more than a light pink bra and a pair of light pink panties. What caught the other girls' attention was that Fleur's undergarments were completely transparent, meaning that they could completely see Fleur's nipples and neithers. "What do you think?" Fleur said as she struck a pose.

"Wow, I have to say that is a bold choice, Fleur." Sassy commented as she eyed Fleur's body.

"I do recall that is from one of my risqué lingerie collections." Prim added.

"It looks good on you, Fleur." Coco nodded. "Don't you think so, Rarity?" Coco turned to notice Rarity not saying anything.

Rarity was completely shocked to see Fleur wearing such an outfit. For some reason, Rarity's face started to blush as she was looking at Fleur's naughty bits thanks to Fleur's attire.

"Rarity, is something the matter?" Sassy asked.

"Oh! Um, it looks good, Fleur." Rarity said as she tried to look away from Fleur.

"Let's continue with our dress up session, girls." Fleur said as she and the other girls went back to their changing rooms. As Rarity entered her dressing room, she tried to calm down from what she saw. She can't help but notice how attractive Fleur looked. Rarity thought that this shouldn't be a problem as she had seen a naked form of a girl before, but this felt different with Fleur. It almost reminded Rarity of those times that she would look at marble statues of naked women. The next thing Rarity knew, she was imaging Fleur taking off her undergarments just to reveal her completely naked body. Rarity then quickly shook those thoughts off.

'What are you thinking, Rarity?!' Rarity thought. 'Fleur has invited you to an exclusive party and you're thinking of naughty things.' Rarity's thoughts were interrupted when she noticed that the curtains were moving. Fleur entered Rarity's changing room while still wearing her transparent undergarments.

"F-Fleur?! What are you doing in here?!" Rarity asked while shocked.

"Hello, Rarity," Fleur said. "I'm sorry for barging in but I needed some help taking off my bra. I would have asked the other girls, but you were the closest. So could you help me?" Fleur asked.

"I guess I could." Rarity said while looking away.

"Great! I just need you to unclip my bra from the back." Fleur said as she turned around to show Rarity the bra strap. Rarity's heart raced as Rarity slowly started to unhook Fleur's bra. This wouldn't normally make Rarity nervous as she had to unhook her bras along with her friends' bras loads of times. But it was different as Fleur was making Rarity feel weird. When Rarity unhooked the last bra strap, the entire bra feel down.

"Whoopies, it dropped. But don't worry, I'll pick it up later." Fleur said as she turned around to show her large breasts to Rarity. Rarity was lost for words from seeing Fleur's exposed chest. Rarity watched as Fleur's stretched her arms out while showing off her breasts to Rarity. "Mmm! It feels so good to let my bosom breathe for a while." Fleur said as she started to massage her breasts with her hands.

Rarity watched as Fleur groped her own breasts as if they were made of clay. She heard Fleur moan while feeling herself up.

"Oh yeah! I also wanted to show you some of these garments." Fleur said as she pulled out some sets of lingeries. "I thought they might look good on you. Care to try them on?"

"Um...yes, I can." Rarity said as she took the garments Fleur had.

"Don't mind me, I'll wait until you are done." Fleur said as she turned around.

As Rarity put on the lingerie, she couldn't help but notice how nice the fabrics felt on her. Rarity had to admit that Fleur makes some really good choices on wears.

"Alright, I'm done." Rarity said.

Fleur turned around to see Rarity wear a red, frilly bra that pushed Rarity's breasts a bit to show more of the cleavage. The red frilly panties on Rarity looked nice to Fleur as they matched the bra.

"What do you think?" Rarity asked as she posed.

"You look so saucy!" Fleur claimed. "Anyone would go crazy just from seeing you in such sexy attire." Fleur then placed her hand on Rarity's cheek and started to caress it. "I know I would." Fleur's head moved closer until Fleur's lips touched Rarity's.

Rarity's eyes widened from Fleur's bold move. Rarity's eyes slowly closed as she was starting to enjoy the taste of Fleur's lips. It wasn't long until Fleur and Rarity wrapped their arms around each other so they could become closer. Fleur's hands moved all around Rarity's back until they reached Rarity's bra strap. Fleur unhooked Rarity's bra so Fleur could easily fondle Rarity's breasts.

Rarity couldn't help but moan as she felt Fleur's warm hands grope her breasts.

"Hmm, you have such a nice pair, Rarity." Fleur said as her hands massaged each of Rarity's breasts. Fleur hefted up Rarity's breasts a little so Fleur could suckle on Rarity's tits. Rarity felt a jolt of pleasure as Fleur's tongue licked all over Rarity's nipples. Fleur could tell that Rarity was turned on by this based on her nipples hardening. "It wouldn't be fair if I was the only one having the most fun." Fleur said as she got up. "How about you feel me up?" Without hesitation, Rarity placed her hands on Fleur's breasts and started fondling them. Fleur enjoyed the feeling of another girl touching her breasts.

Rarity was a bit envious of Fleur as she had some nice breasts that could fit perfectly in any kind of clothing Fleur would wear. Rarity moved down and started suckling on one of Fleur's tits.

"Oh! That feels good." Fleur moaned as she felt Rarity's tongue taste her nipple. Rarity sucked on Fleur's tit a few more times before she moved on to the other tit. "How about we take this somewhere more comfortable?" Fleur suggested.

"Indeed," Rarity said as she stopped sucking. Fleur lead Rarity to a nearby couch that was in the walk-in closet. Fleur and Rarity took off their panties before laying on the couch. Fleur laid down first while Rarity got on top. Both of them went back to making out while cuddling each other. This also allowed their breasts to press and rub against each other. Fleur reached around Rarity and started feeling up Rarity's asscheeks.

"Mmm, you have such nice marshmallows on your rear." Fleur teased before she gave one of Rarity's ass cheeks a good squeeze. Rarity would normally be offended for the marshmallow comment, but she was too horny to care.

Fleur let her hand move up to Rarity's neithers and used her fingers to rub up Rarity's wet pussy lips. Rarity let out a small moan as she felt Fleur's fingers slowly rub her off. Fleur rubbed up Rarity's pussy a few more times before one of Fleur's fingers started to penetrate the pussy. Rarity winced as she felt Fleur's fingers enter her. Rarity wanted to repay Fleur for the favor. So Rarity used one of her hands to rub up Fleur's pussy and Fleur moaned in response. Soon, both Fleur and Rarity rubbed each others' pussies at a fast pace to see who will last. Fleur was a bit surprised that Rarity was really good at rubbing her pussy. But Fleur knew that she could do a lot more as she was a master at pleasuring girls. Fleur changed her hand's movements so they could rub Rarity in a certain way. This caught Rarity's attention as she felt a pleasure she hasn't felt before. Rarity was getting too pleasured by Fleur that Rarity felt like she was reaching her limit. Rarity couldn't handle it anymore as she released her load from her pussy. Fleur came in second due to Rarity's constant hand rubbing as well. Rarity collapsed on to Fleur while both of them were panting.

A few minutes before Fleur got up and got on top of Rarity.

"It looks like I won that round. Now I will take my prize." Fleur said while showing a seductive smile.

"Take me, please!" Rarity begged.

"I will, but I also want to include a few more as well." Fleur said as she snapped her fingers. The other changing rooms opened and revealed the other fashion girls completely naked. They made their way to Fleur and gathered around Rarity. Each of the fashion girls had lustful looks on their faces which made Rarity a little nervous. "Allow us to show you real pleasure, Rarity." Fleur nodded before she, Rarity, and the fashion girls started an orgy. Rarity couldn't not process what was going on due to the shocking fact that she was getting pleasured by not only Fleur, but also Prim along with her employees as well. Rarity's shock was temporary as she too was enjoying herself. All of the girls continued to make love with each other until they finally reached their climaxes. The girls ended up laying all around each other as they rested from their sexual act.

Some time passed before Fleur was the first to come out of the large closet. She had her dress back on while her make-up was reapplied. Fleur turned around to see Rarity snuggling with Fleur's fashionable harem members. Fleur couldn't help but giggle from how cute the sight looked.

'I'll see you again, Rarity.' Fleur thought as she started walking down the hallway. 'I now have one girl down, time to make the rest of the Rainbooms mine.' Fleur formed a lustful smile on her face as she continued to walk.