"Now remember, Rarity. A lady is calm. A lady is graceful. A lady is sophisticated. A lady can handle any disaster that befalls her. A lady..." 

The alabaster unicorn sighed, her calm, matter-of-fact tone dying off as she looked down at her unwelcome little - or not so little - 'addition,' bobbing rigidly underneath her with every movement. 

"... does not have one of these."

It had started off innocently enough - a little sexual curiosity was a perfectly healthy thing for anypony, after all! With a body like her own, it truly would have been more a crime NOT to do a little experimentation. The shop she occasionally purchased from in Canterlot had been nothing if not discreet in the past, and the Element of Generosity had found many a reason to be appreciative of their wares over the years. She did have some trepidation over at ordering their most recent product, a set of pills guaranteed to 'give any mare an experience the likes of which she'd never felt before,' but in the end, Rarity had allowed herself the indulgence.

She winced as she cast her eyes about the small alcove, getting an all-too-clear look at the jet black horse cock dangling beneath her in every mirror. Would it have killed them to advertise a bit more clearly? 

She was at least no slouch in her latest aspect, small comfort though it was. The proud, throbbing shaft utterly trumped that of any but the largest stallions she'd ever seen, both in length and girth. It was warm, almost hot to the touch, and the wonderfully sensitive flesh proved a delightful contrast of soft and smooth skin with the rock-hard solidity of a truly virile erection. A pair of heavy, plump balls completed the picture, aching with their fullness. Rarity could only bite her lip as she imagined the thick cum churning inside them, just waiting to be emptied into some lovely young thing, -hot- and -tight- and -squirming- around her as she thrust into it again and again and...

Rarity shivered, violently shaking her head to drive the unwanted thoughts out. Bad enough she'd decided to try the pills at all, but for the love of Celestia, what had possessed her to do so just as she was beginning to go into heat!?

In any event, she should only have to put up with this for another three or four hours, according to the labeling she had belatedly read. Certainly not the most appealing prospect, but nothing she could not handle. She was already closed for the day, so surely she could withstand this latest trial in relative peace and quiet-

Wait. She HAD flipped the door sign over to CLOSED, hadn't she?

As if on cue, the bell above the door chimed out dutifully as the entrance swung open.

The fashionista let out a little squeak of surprised distress, then a second, louder one as she noticed the semi-circle of mirrors still vividly illustrating her shame. With a speed borne of imminent scandal she lept from the platform, horn glowing to life as she went. A robe, lifted from a nearby ponnequin in her distinctive light-blue glow, met her halfway as she dashed across the room, donning the simple garment in a single well-practiced movement. A quick glance downward prompted a relieved sigh, her proudly jutting rod now thoroughly hidden from sight. Almost by rote memory, the words came from her mouth.

"Hello and welcome to Carousel Boutique, where every garment is chique, uni- Oh, hello there darling. Here for your new shirt, I assume?"

You gave the unicorn a friendly smile as you entered. You had long since learned that given ponykind's rather more liberal attitudes toward the matter of clothing, it paid to stay on the local tailor's good side. If you ever needed new clothes, your options in Ponyville were pretty much Rarity or do-it-yourself. 

Yeah, you weren't doing that again.

Besides, while the dressmaker's talents seem to lie a bit too far on the gaudy side for your liking, she was personable enough and responded well when you'd requested some toning down on her original designs in the past. It was thanks to her you didn't have to try to take the train to Canterlot or Manehatten every time you needed a new pair of socks (just don't ask Rarity her opinion on socks as an actual fashion item, that was ALSO a lesson you'd learned the hard way,) and your frequent associations had actually led you to become friendly with the designer.

Still, she seemed a little on the curt side today, so perhaps it's better if you just get what you came for and leave. Following Rarity's instructions, you are led to a small display rack set off to one side of the shop's main floor. Sure enough, the simple T-shirt you'd requested hangs there, only the minor embellishment of Rarity's cutie mark adorning the right shoulder - free advertising, she'd explained to you earlier, and she always knocked the price down a bit when you agreed. Holding the garment up to the light, you nod approvingly.

"Well, don't keep me in suspense, darling! You'll need to try it on at least once." Rarity urged, her designer's pride temporarily outweighing the insistent demands of her throbbing member. She may not have been at her best at the moment, but there was no chance she would let a customer leave her shop without making absolutely certain their new clothes fit!

Her resolve crumbled once more, however, as you removed your previous shirt. 

Rarity couldn't explain what was so appealing about watching humans undress - perhaps it was the completely naked, fur-less skin, or the simple taboo they always seemed to apply to the act - but she felt it just as keenly as everypony else always seemed to. The fashionista could not help but stare at your back, licking her lips slightly at the sight of you unsuspectingly shedding your covering. The years in Ponyville had been kind to you, a combination of robust diet, demanding physical activities, and plenty of sunlight doing wonders for your physique, and Rarity felt her member twitch appreciatively at the exotic display. You were no stallion, perhaps, but you were... very pleasingly proportioned, all the same. 

She fought down the small twinge of disappointment as you finished changing, spreading your arms and looking yourself approvingly up and down. A simple enough request, to be sure, but Rarity had handled it with her usual attention to detail, and you couldn't help but smile at the precise fit. The fabric felt great, too, somehow just the perfect combination of soft and resilient. With a satisfied nod, you thanked your generous host.

"Oh, not a problem at all, darling! I do so enjoy pushing my creative limits, and your... unique physique..." She trembles slightly, "makes for such a compelling canvas to work upon. It is, as has always been, a pleasure." Despite the continued warmth tingling through her limbs, Rarity managed a genuine smile. Still, she knew she would have to make this quick. Watching you change like that had been almost more than the increasingly lust-addled unicorn could take, the straw that broke the camel's back. She could feel her breath beginning to come a bit more heavily, cheeks flushing with arousal. By Celestia, this heat was going to be a strong one. Doing her best to hurry things along as politely as she could, she continued.

"Now then, if you'll just produce the agreed upon sum of bits, I'll be happy to see you off."

With another nod, you pull your bit bag from its place on your belt. Frowning a bit, you wistfully remember the days of credit and debit cards, not having to carry around a big bag full of heavy, noisy gold coi- shit!

The bag slips from your hand, ringing as it hits the floor. Your hard-earned cash immediately scatters, rolling every which way across the well-polished floors. Cursing, you bend at the waist, stooping to recover your lost money. 

And unwittingly present the perfect view of your butt to your beleaguered pony host.

Rarity's eyes bulge, the breath catching in her throat at the sight. Your butt bobs to and fro slightly as you chase after your loose coins, perfectly framed by the confining material of your pants. Rarity groaned, long and low, but made no effort to avert her gaze. It was simply too much. Vision filled her mind's eye, telekinesis viciously pulling down those pants as a pair of snow-white hooves straddled you, aligning perfectly with your hips before pushing forward as hard as they could until flesh met flesh, the unicorn taking what was rightfully hers and...

Rarity shook her head violently, eyes shut tightly as though to deny the images. Faintly, she began to scent her own musk, still light but rising rapidly with her excitement. Maybe she had been going about this the wrong way. She liked you, right? And you always seemed to like her. She just needed a little... help, right now. There was nothing shameful about that, was there? No, of course not. Really, she felt silly for making such a big deal of this earlier. She liked you, you liked her. There was no reason not to indulge. 

Rarity stopped resisting. 

"Oh, by the way, darling..." Her voice came differently, now. Lower. More confident. "I do have a little... problem that I would just love to get your help with." She smiled disarmingly. "Tell you what: If you'll agree to help me this evening, then your new garment will be on the house! What do you say?"

You scratch your head a little, surprised by the unicorn's sudden shift in demeanor. Earlier, she'd seemed like she wanted you gone as soon as possible, and now she was asking you to stay? Still, you think as you look down at your newly-recovered bits, the idea of a completely free shirt sounds pretty good. Rarity's work is as good as you could ask for, but she certainly tends to charge accordingly. Shrugging down a vague sense of foreboding, you smile thankfully at the pony, and agree. 

Rarity's eyes glimmer victoriously, but she has no other immediate reaction. A bright red blush spreads across her cheeks, visibly even beneath her coat. A tiny, hungry little smile flits across her face, vanishing almost before you notice it. A brief pause ensues.

"... Are you quite sure about this, darling? Once the deal is sealed, I intend to hold you to it."

... Umm.... 

... Yes?

Rarity smiles deeply. The tension drains visibly from her shoulders. 

"Well then. Let's not waste any more time."

Rarity's horn lights up, the distinctive tell-tale glow of telekinesis enveloping it, yet you do not see any of the room's objects covered in the corresponding magic field. It comes as a complete surprise to you, then, when the pony's favorite fainting couch comes barreling directly into the back of your legs from behind. With a shout of surprise, you find yourself pitching backwards, falling onto the soft surface. It cushions your fall, but you still wind up with the breath knocked out of you, coughing slightly and distracting you as the glow re-orients itself - this time, with your body. With familiarity bred of years of practice, Rarity effortlessly and instantly sets about unbuttoning buttons, unlacing shoes, unbuckling buckles, and pulling vestments from you in a flurry of motion. Too overwhelmed and surprised to react, you only finally manage a protective grab at your underwear as it begins to fly from you, a distressed cry escaping your lips.

"Now now, my dear."

Rarity looms over your prone form on her hind legs, balancing herself against the couch where your legs lay draped over it, still smiling that unnerving little smile. 

"You won't be needing those, I assure you."

The telekinetic force gripping your underwear redoubles, pulling them from your grasp and leaving you naked and prostrate before the unicorn designer. 

A few stupefied blinks later, you move to rise, brow creasing in anger. The retort dies on your lips, however, as Rarity shrugs free of the loosely-fitted black robe. The strength leaves your limbs in time with the thoughts draining from your head, and you fall back down to the couch, your eyes now glued to the enormous, rock-hard horsecock dangling beneath the prim and proper fashionista. For several long seconds, all you can do is stare in transfixed wonder at the shamelessly lewd display. A heavy bead of precum already sits precariously perched on the tip of Rarity's glans, highlighting the mare's readiness. An unconscious flick of her tail serves to draw your attention to her equally large testicles, the dark flesh standing out vividly against the moving purple background. If anything, Rarity's shaft seems to grow more erect under your gaze, the massive, powerful rod easily putting your own to shame.

"Now then, darling, I think it's time you fulfilled your end of the bargain."

You yelp in off-guard surprise as Rarity's field seizes you directly, raw desire easily compensating for any lack of magical strength on the unicorn's part. The world spins as you abruptly find yourself turned to lie upon your stomach, facing away from the lust-driven mare. Planting your hands against the surface of the couch, you move to push yourself up, but quickly find your arms enveloped in a gentle, but insistent blue glow, drawing them further down away from your body and robbing you of your leverage. Reflexively, you try to draw up your feet, scrambling for purchase, but quickly find them being pulled dwn and spread apart, warm white hooves overpowering you with surprising strength. As soon as they are clear, you feel the fashionista slipping between your legs, positioning your body just in front of her, your butt helplessly exposed over the edge of the couch.

And, you realize, looking desperately over your shoulder, perfectly aligned with her groin.

Heart pounding in your chest, you can only watch with wide eyes as the unicorn sandwiches her cock between your cheeks, leisurely hotdogging herself between your buns, gliding her cock up and down against you. Every nerve in your body alive with adrenaline, you acutely feel every inch of smooth, hot futanari pony prick as it rubs against your exposed asshole. Rarity's cockflesh oozes precum almost continuously now, rapidly coating the entire shaft in a wet, slick sheen, her unhurried grinding serving to liberally cover the entire rod with natural lubricant. 

With a thrill of horrified surprise, you realize your own cock, still buried out of sight sandwiched between your body and the cushions, is now almost painfully hard. 

Rarity... please...

The unicorn's smile temporarily shifts, the smug expression of victory on her face turning to one of sympathetic affection. She leans over your prone form, her body soft and warm against yours, and whispers in your ear, still gently grinding her shaft against your butt all the while. 

"Oh, come now, darling. We made a deal, after all. Besides, you have my solemn vow." She kisses you tenderly on the cheek. "You are going to enjoy this."

Abruptly shifting the angle of her thrusts, Rarity repositions herself. You feel her glans, soft and hot, and yet so firm and unyielding, press firmly against your pucker. Breathless with anticipation, you can only breathe heavily, waiting for the inevitable, helpless beneath the dominating fashionista. Still bent over you, you feel Rarity's breath, exhaling hotly against your ear. She takes her time, enjoying the anticipation, exulting in her power of you.

"Here it comes."

Firmly, she pushes in.

Your tight pucker resists her only for a moment before giving way, and you gasp as the thick cockhead pushes its way inside. Rarity does not wait, however, following the abrupt entry with an excruciatingly, agonizingly, bliss-inducingly slow press into you. You can only tremble, panting, as inch after inch of hot, thick pony dick forces itself into you, as gentle as it is unstoppable. You hear Rarity moan above you, straightening to give herself a better grip on your prone form, forelegs gripping tightly at your hips for better leverage as she continues to push more and more of herself into your hot, tight depths. 

"Ohhhhhh yes... so, so good... This is what I needed..."

Rarity licks her lips, smiling in simple, primal joy as she looks down at where her fuck stick slowly disappears inside of you. She's never felt so powerful in her life, and she can't help but give an extra-hard little push, further spreading your cheeks upon her massive shaft. You squeak under the sudden onslaught, eyes tightly shut against the overwhelming sensations filling your body. Rarity can't help but feel a little flush of love shoot through her, the entire scene feeling somehow so profoundly right. Why had she ever tried to avoid this? She couldn't imagine anything more perfect. As Rarity's flesh finally disappeared inside of you all the way up to the medial ring, she finally relented, admiring the sight of you so deeply stuffed full of marecock. 

"Ohh, such a good boy! I know it can't be easy, but you're doing so wonderfully, darling."

You still can't do much more than twitch and groan, completely overwhelmed, feeling so indescribably, incomparably -full-. Rarity remains stationary inside you for a long while, still murmuring quiet praises here, brushing gently at your hair there, as she lets you adjust to her size. Gradually, the mild pain of being so stretched begins to fade, the burn of discomfort giving way to the burn of fulfillment. Your muscles cling to the enormous shaft inside you, embracing it, and you find your soft moans gradually shifting from tones of fatigue to ones of desire, your body growing to accommodate the virile flesh dominating it. You whimper slightly, your body itself begging for more, needing to feel that heavy phallus moving inside you again.

Rarity doesn't disappoint.

Satisfied that you're ready, the futanari picks up the pace, thrusting in and out of you now in strong, measured strokes. Her meat has still been steadily drooling precum inside of your rectum the entire time, easing her passage, and the pony's thick fluids continue to service her now. Your ass is tight around her, but Rarity more than equal to the task. Your muscles seem to turn to jelly, completely submitting to the demands of your better, and you cry out in satisfaction as Rarity's thick rod spreads your ass open again and again. The slick sounds of precum-lubricated length fill the room as the pony stuffs it into you rhythmically, plump balls swaying underneath her in time with her thrusts. Rarity's eyes shine in triumph at your now-complete submission, redoubling her pace as she humps against you, driving just a little deeper with every push. Pony hips coming ever closer to colliding with human ones as the unicorn drives into you with increasing force, determined to fit the entire length of her horse cock inside of you. 

"Tell me. Tell me how much you want my dick. Tell me how much you love it! Beg for my cum, human!"

And you do. Moaning, crying out, consumed by wanton lust, the words tumble from your mouth, praising the immaculate white unicorn. Nopony else could possibly compare. Nopony else could ever fuck you like this. She's everything. She's perfect. You need her cum in you. You NEED it!

The last of Rarity's resolve crumbles at your words. She bends over against you once more, breathing heavily into your ear, long hair draping against your shoulders as she jackhammers at your asshole as hard as she can. So consumed are you by the sensation of her prick thrusting madly away at your insides, you almost miss the sensation of those heavy balls slapping against you, the unicorn's girthy cock now fully embedding itself inside of you with every push. Rarity groans into your ear, a long, low sound.

"C, c, cuuuuuuuuuuuuuuuuuuuming-...!"

With a feminine cry, the pony hilts herself inside of you, hips pressed tightly to yours, and empties herself.

The Element of Generosity more than lives up to her title, powerful cannon spurts of pearly white mare cum flooding into you. You can feel the fashionista trembling, but her grip remains strong, and she stays firmly locked to you as her flared cock spurts again and again. The warm tingling of unicorn seed fills your bowels completely within seconds, soothing your tenderized ass. You moan in blissful relief, your own nearly-forgotten cock having long since blown its load in time with your mistress's. A warm, pleasant buzz fills your thoughts, the latent magic of harmony filling your mind in concert with the euphoria of orgasm. Rarity collapses against you with a sigh as her balls finally empty themselves completely into your grasping, coaxing depths, the poor unicorn's body thoroughly spent from its exertions. You smile at the warmth of her body pressed to yours, feeling absolutely no desire to move, still enjoying the feel of your mistress's cock tightly plugging your ass. Her hooves clutch instinctively at you, wrapping around your body, and you feel her chest begin to rise and fall in the deep, steady breaths of a sound sleep, quickly lulling you into one of your own.

You leave Carousel Boutique the next morning sore, but supremely satisfied. In one hand, you hold a bag containing the newest addition to your wardrobe; in the other, a receipt for the several more articles of clothing you'd commissioned just this morning, to be produced here and there over the next few weeks. You didn't really need any more clothes right now, truthfully, and there was certainly no way you had the bits to cover it.

That was fine; somehow, both you and Rarity were confident you'd be able to work something out.