Warning: There will be Rarity X OC Clop scene. If you don't like clop then why in the hell are you reading this in the first place?

We walked, or in Twilight's case, trotted to the big white fancy looking place across the way from the library. To me, it looked like a death trap for any normal guy. Twilight headed up and knocked on the door, only to receive a quick reply of "In a minute!" from the owner, Rarity.

The door opened and she was about to greet Twilight when she looked over at me, and fainted. Not a mock faint like some women do, a real legitimate faint. She hit the floor with a resounding thud. I went forward and picked her up, lying her down on the couch that I found inside. When she came to, she immediately pushed herself to the other end of the couch, leaving me sitting there, a bit surprised.

I looked her over and from what I could tell, for a pony, she was gorgeous. Her hair, or as Twilight had called it, mane, was styled in an intricate way, same as her tail. She had a light blue eye shadow on that seemed more natural on her, and it also showed off her eye color better. Her eyelashes were a bit too long, which led me to believe they were removable.

"Oh my, Twilight did say she had a...uh...unique guest. I'm sorry dear, but you gave me quite the fright." she said, once she had calmed down and caught her breath.

"I'm sorry, I didn't mean to." I replied.

"Well to what do I owe the pleasure?" she asked.

"Well, we need him fitted for clothes." Twilight said.

"What ever for?" Rarity asked?

"Well where I'm from, we wear clothes all the time. Like I told Twilight, it's considered rude to walk around in the nude." I said.

"Well I guess I'll have to get your measurements, Twilight, this might take a while, I hope you don't mind darling."

"Oh not at all, I have to go see Applejack about getting some more apples and getting a book on doll collections from Big Mac. I have no idea why he would want a book like that." Twilight said as she left.

"Well, darling, if you'll follow me." Rarity said.

I followed her to a back room where she proceeded to bring out a bunch of measuring tapes. She sauntered on over to me and began taking measurements. It was about fifteen minutes in that I realized when she turned around her tail would swish, giving me a completely un obstructed view of her privates. I know it should have been wrong, but I found myself aroused by it. But before I could hide it, Rarity turned and came face to face with a raging hard-on.

I looked at her, blushing just as much as she was.

"Um, oh my. I...uh...I'm so sorry, I didn't think....um that is..." she stuttered. I could see she was quite interested in me. Especially considering that none of these ponies had ever seen a human before, let alone a human member.

"I...uh, I'm sorry, I kinda got a few sneak peaks and it kinda got me going." I replied.

Rarity blushed again.

"Well, I uh...I wasn't under the impression that you thought of me like that." she smiled a bit.

"Oh, I don't I, uh...I just couldn't help it." I said quickly. I noticed that her face took on more of a sad look to it when I said that. I could see that I had just made her feel like she wasn't worth it.

"I mean, not that your not beautiful and all." I said, trying to make her happy.

"You really think I'm beautiful?" She asked. I figured she had been told she's pretty all the time, but the way she acted, she seemed to take it a lot more from me than if some stallion were to do it.

"Sure, you're gorgeo-" I started to say before being silenced by a pair of soft white lips crashing against mine. In all my life I never thought I'd be caught dead kissing a horse, or pony, or whatever. So why did it feel so right. I felt her open her lips a bit and press her tongue against my own lips, seeking entry, and of course, I knew it was wrong, but my body felt the need to comply. My lips parted and our tongues clashed, each fighting for dominance. But hers won out, as she began exploring my mouth.

She ran her tongue over my teeth and gums and tongue, exploring hungrily. When we pulled apart, a small strand of saliva disconnect and fell to the ground. By now my erection was painfully hard and I could tell by the smell in the air that Rarity was just as aroused as I was.

I tried to say something, but she placed a hoof over my mouth telling me to just go with it. She used her magic and unbuttoned my pants lowering them and my boxers, showing off my member, now standing proud. She stared at it, mouth agape.

"It's s-so big!" she said, surprised. I tried to say something but she once again silenced me by licking the tip, sending a shiver up my spine, and a wave of pleasure to my brain. I couldn't believe I was about to let a pony give me head. She licked it a couple of times before she place the tip in her mouth. She moved down as far as she could go, almost hilting it in her entire mouth and down her throat. I moaned through clenched teeth at the pleasure I was feeling. She began moving back and forth, setting a rhythm, making me grunt every time she went down. As she went she let out little squeaks and moans, which were turning me on even more.

Suddenly I started to feel the feeling that preceded a climax. I tried to warn her, but the words just wouldn't come out. I released and she pulled back until just the tip was in her mouth as she swallowed every bit of my load, not letting a single drop fall. She finished and pulled off with a gasp.

"My my, darling you taste exquisite. Much better than any stallion." she said happily, "Hmm, I think its your turn to return the favor?"

I gulped as she lied down on her back and presented herself to me. I could see her pussy, hot and dripping in excitement. I could smell the arousal wafting up from her scorching womanhood, marehood? I leaned down and licked her from bottom to top, causing her to moan out in ecstasy. I know it was weird, but she tasted much more like a human than I thought she would, it made me feel a lot better about what I was doing. I began to lick her pussy in every area I could reach, making her moan and squirm with pleasure.

I finally managed to find her clit, which I began to attack vigorously, moving my hand in and slipping two fingers in. She arched her back and moaned loudly at the penetration. I began stroking her g-spot, which was in the same place as a human womans, at the same time I licked and sucked on her clit. She began moaning louder and louder as I pleasured her. Suddenly she clenched and she hit her orgasm as her entire body began to shake and convulse with pleasure. She let a long drawn out moan as she came all over my hand.

When she was finished, we both lied there, me having been pleased like no other, and her having no energy to move. I looked at her and smile.

"So, about those measurments?"

Author's Note

Those of you who enjoy clop, I hopy you enjoyed the Oral clop contained herein. Penetration will be later on. until then, enjoy!

-StormHoof