Chapter 3

The room had grown silent after a while, yet they each remained where they were, not moving an inch since they had confessed their true feelings to one another.  All of a sudden, the silence was broken as Rarity kissed Spike on the lips one more time and laid her head down on the second set of pillows in Sweetie’s bed.  “What are you doing?” Asked Spike, curious of her.

“Getting ready for a good night’s rest," came Rarity’s reply, her eyes closed as she faced him.

“You… You’re going to… um… You're going to sleep with me?”  asked Spike in a weak voice.

“Yes Spike… If you don’t mind that is.” Came Rarity’s reply as she opened her eyes and used her magic to pull a small fraction of cover to her.

Spike, still sitting up replied quietly, “Of course not Rarity.”  The feeling was somewhat awkward as silence once again swept the room, this time though Spike was staring at Rarity with amazement in his eyes.  Rarity looked away from him and mumbled something inaudible.  “Excuse me?” asked Spike.

Rarity, lowering her head in embarrassment but keeping her eyes glued to Spike’s said, “You can take my robe off if you want.”  Her voice was so gentle that it rivaled even Fluttershy’s.

Immediately though, Spike refused with “No Rarity!  I could never…” she placed her hoof on his lips.

“It’s ok Spike, I trust you… I trust you with all my heart.”  With that, she rolled over onto her back, revealing the tie around her stomach.  At first, Spike still had a firm “No” answer, but there was just something about Rarity’s smile, and the newly found trust in him that made it almost impossible for him to resist; still though, he respected Rarity and stuck firmly with his answer.  He knew that ponies were usually always “nude”, but there was just something about actually undressing one, one as close to him as Rarity especially, that just made Spike feel naughty.

“Come along Spike, don’t be afraid… I want you to.”  He could only watch as Rarity took his hand in her hoof and slowly placed it just above the robe’s tie.  “Now, you do the rest," she ordered him with a whisper.  For a moment, Spike could only sit frozen in nervousness as he let Rarity’s soft breathing stomach move his hand up and down.  Finally though, Spike made his decision.  He was going to make his wildest, most secret dreams come true.

“Are you sure Rarity?” he asked with a whisper.  She nodded her head in approval.

Since Rarity had rolled over onto her back, Spike had to move from his spot on the edge of the bed and get just a little closer to Rarity.  She watched as he once again placed his quivering hand on the tie and began to fumble with it.  After only a few seconds, Spike had the tie undone completely, now all he had to do was help her undress; just the thought made him turn red.  He moved the two folds of the clothing aside, and was staring at a practically “nude” Rarity.  His eyes moved from her petite, yet firm breasts down a few more inches to her tightly closed vaginal lips.  It only took Spike a few seconds though to realize that he was staring, so he quickly placed the flaps back, covering Rarity’s body and looked away as he apologized, “I… I am so sorry Rarity.  I didn’t mean to look, honestly!”

Rarity smiled at his courteousness and replied, “It’s alright Spike, you can look.”  She spread her hind legs open a little wider.  “Now finish up,” she urged him on gently.  He took a deep breath, and once again removed the folds of clothing and let them dangle down to the bed.  Stealing only occasional glances that he tried really hard to control, he moved his hands up towards the sleeves and helped Rarity out of them.  Rarity’s front and sides were completely exposed now, satisfied at what Spike had done, she rolled over and using her magic grabbed the robe and tossed it to the ground at the foot of the bed.

Spike was scaling her body from the eyes, down to what he could see of her tight, virgin vagina.  “R… Rarity you are so beautiful.  I mean I can’t even tell you how much.”  Spike was on his knees at Rarity’s side, the breath knocked out of him by her magnificence.

Rarity blushed and said “You can touch me now.”  Spike instantly shot his objecting eyes up to meet Rarity’s.  “Please Spike?  Do it for me?”  Spike had no idea what to do!  The closest thing he had ever been to touching a mare was a hug from Twilight or Cheerilee.  A million thoughts were zipping through his head all at once!

Eventually though, he took his hand and stopped just inches short of Rarity’s neck; a reassuring glance from her made his hand land on its intended destination.  He slowly worked his way down her neck and across the smooth coat on her stomach, and back up again.  He did this a multitude of times, until Rarity stopped him and said, “See?  I want you to do this for me.  You can go lower if you want.”  He nodded, and went down her stomach and stopped just inches short of her breasts.  He rubbed up and down nervously, looking at Rarity for extra reassurance.  When she nodded and her eyes pleaded, he moved his hand down and stopped it on top of Rarity’s right breast.

Spike noticed something though, just below her breasts, Rarity’s vagina was beginning to moisten and open up ever so slightly.  “Err… Rarity?  Did… did I do something wrong?”  She shook her head and said, “N…No Spike.  It just feels good, because you’re so gentle.  It means that I like it.”  Spike smiled at himself for having done a good job, so he used both of his hands now to rub Rarity.  He used one to massage her soft belly, and the other to move slowly over her breasts, letting her nipples slide in between his fingers every now and then, not knowing what she would ask him to do next.