“Come on Elusive! You can’t be serious about this!”

“Oh, I’m afraid I am.”

Blitz fidgeted, scowling as Elusive peered up at him with an incredibly irritating sense of smugness. Standing on a padded platform in the center of the Carousel Boutique, Rainbow Blitz couldn’t have felt more out of place. His wings prickled, every nerve in his body screaming at him to get out, to run, to fly away. But he couldn’t.

“But why?” Blitz whined.

“Because,” Elusive said crisply, “I have a broken shipment of mannequins outside my doorstep and a very strict deadline.”

“I said I was sorry.”

“And I forgive you, dear Blitz.” Elusive clicked his tongue and folded his arms over his chest, eyeing the increasingly uncomfortable Blitz through his reflection in one of the three mirrors facing him. “And shall consider you absolved of any responsibility—once you help model my new line.”

“But—”

“No buts, Rainbow Blitz,” Elusive said. “Unless, of course, you have the money to pay for a new set of custom mannequins and the resources to deliver them here by”—his eyes flickered up to the clock on the wall—”two o’clock this afternoon?”

It was currently noon. Blitz groaned, slouched, and gave in.

“Fine,” he muttered. “But this is cruel and unusual punishment.”

“Don’t think of it like that, dear,” Elusive said. “You’re simply helping a friend. Now,” he added, turning toward the back room, “wait right there until I come back. I’m sure you wouldn’t abandon a friend in need.”

Rainbow Blitz waited until Elusive had left the room, then slumped, groaning again. Damn it. Sure, the Element of Loyalty couldn’t just up and out when one of his friends needed him—but c’mon! There had to be much better ways to get packages around then to pile ‘em up in the middle of the street, right where any unsuspecting pegasus might crash into them halfway through a Double-Danger Dive!

He scowled, staring at his reflection in the mirror. Clad in a pair of running shorts and a comfy T-shirt bearing the Wonderbolts’ logo, he was more than a bit leery of replacing his clothes with what Elusive would probably call an ensemble.

He shivered. He could only imagine what awful crap Elusive might make him wear. A skirt? A dress? He tried to picture a mare’s skirt overlaying his reflection in the mirror and felt a shudder go down his spine.

Please, he begged Elusive silently, please please please don’t make this—

“Yoo-hoo!” Blitz jolted upright as Elusive’s voice rang out in the room. “Blitz, dear. I’ve got the perfect piece for you.”

Blitz’s shoulders stiffened. As rigid as a board, he slowly slanted his vision to see the reflection of the room behind him. Beaming from his image in the mirror, Elusive smiled, winked, and levitated an awful, frilly thing a few inches higher into the air.

“Oh, no.” Blitz whirled, stumbled back a step. “Oh, no. I am not wearing that.”

“Oh, I think you shall.” Elusive smirked, then took a step closer. The big, poofy pink dress bobbed in the air beside him, every one of its gods-awful frills rippling, almost as though they were laughing at him. “It’s nearly your size, even—around a medium for a mare.”

“I am not short,” Blitz snarled.

“Nobody said you were,” Elusive said coolly. “Just that this particular piece should fit you quite well.”

“Look,” Blitz said. “If you think you’re going to get that on me, then you’ve got another thing coming.”

Raising an eyebrow, Elusive said, “I’m sure. It will mainly comprise the shame and disappointment of my customers when I present at Hoity Toity’s Fashion Extravaganza tomorrow, and have nothing but a shoddy piece of workmanship sans decor to show off.”

“I—” Blitz stumbled. “Oh, come on. That’s playing dirty.”

“I’m not playing dirty, Rainbow Blitz. Merely appealing to your better nature.” Elusive waited for a moment. “Any further objections? Or are we free to start?”

Blitz grumbled something unintelligible. Elusive seemed more than happy to take that as assent.

“Excellent.” Just like that, something lit up behind Elusive’s eyes. “Oh, it shall be most fun—I’ve not had a proper model in ages. First the dress, then the skirt—”

“—a skirt?” Blitz choked out.

“—oh, and I think the leggings would look quite dashing, too—”

A weaker stallion might have fainted. Blitz merely swayed, somewhat deliriously, and fervently wished that the floor would come and swallow him up. Seeing as Discord had been away on a self-labelled “vacation” for a few months, that seemed incredibly, sadly unlikely. His wings ruffled anxiously, but he made no further protest.

Elusive paused. “Unless,” he said thoughtfully, “you’d rather choose which one to wear first? Just to ease you into it, as t’were.”

“Choose?” Blitz said. “I guess I can’t say ‘neither’, huh?”

“Don’t be ridiculous.” Elusive levitated a neatly folded pile of clothing from a nearby chair, bringing it up beside him where it unfolded into a prim little pink skirt, right beside a thin top. “Now, these are part of a summer line I was planning on starting, though I haven’t had a chance to measure the proportions. We can start you off with these, or we can start off with the dress.”

Blitz’s eyes darted back and forth. On the one hand, how could he wear a skirt? On the other…

He glanced at the dress and winced. The sheer number of frills on that thing made his skin crawl. And the color. Ugh. The skirt might still be pink, but at least it wasn’t that fucking baby-saccharine pink that old mares liked to dress themselves up in.

“I’ll take”—how he didn’t choke on his words now, he had no idea—”the skirt.”

“Wonderful!” The dress sped off to hang itself up, and Blitz found himself holding his arms out—without quite remembering how they’d gotten there—and with the skirt and top lying neatly across his forearms.

“Oh,” Elusive bubbled, levitating over a dressing screen, “you’ll need the proper under-attire, of course. To complete the ensemble. And—”

As another pile landed in his arms, Blitz watched it skeptically—and then blanched when he realized what he was holding. “Panties?” he yelped. “I’m not wearing panties!”

“Of course you are,” Elusive sniffed. “And the leggings, dear. You can’t wear a skirt without the proper accompaniment; it’s simply unrepresentative. Now go off! Shoo!” He raised a hand, fluttered it forward toward the screen, happily ignoring any and all of Blitz’s possible objections. “I shan’t watch while you change, if that’s what you’re concerned about. But shoo!”

Flushing furiously, Blitz did as he was told. More than once muffled curse slipped out from behind the dressing screen, but two minutes later, he stepped out back into view, completely unrecognizable.

Well. Unrecognizable to anyone who knew what to expect from the great Rainbow Blitz. After all, what kind of awesome athlete wore a bright pink skirt?

It seemed like the answer was: Rainbow Blitz did. Keeping his eyes stapled to the floor, he awkwardly shuffled out from behind the screen, refusing to make eye contact with Elusive. He paused, hesitating.

Elusive’s lips curled. Between his new pleated skirt, the silk leggings, and the top—which itself clung to Blitz’s slender figure in a way his baggy jerseys and sweatshirts never did—the stallion himself was now a picture of perfect femininity.

“Lovely, darling,” Elusive chimed. “Now come on. We’ve got work to do.”

Blitz swayed back and forth, uncertain. Elusive pursed his lips, then crooked a finger, his foot tapping impatiently on the floor.

“Really now,” he said coolly. “Come here, Blitz dear.”

As he made his way over to the mirrors, Blitz’s tail swayed awkwardly behind him, both curling around and leaping away from his silky-soft leggings. His wings shook a bit, betraying his feelings even as his long bangs covered his face. Once he’d made his way up to Elusive, he stopped, inhaled, started to look up—and then stared pointedly at his friend’s chest, refusing to look him in the eyes.

“Very good,” Elusive said. “Now, up you get.”

“But—”

“On the platform, dear.” Elusive clicked his tongue. “I can hardly measure you like that.”

Blitz glared up at him—at barely five-foot-five, and a bit over a hundred pounds, Blitz held the ultimate runner/flier’s build, though it came with a marked height disadvantage. Even at five-foot ten, not even bearing Applejack’s six feet-plus, it was easy for Elusive to glance down at Blitz over the bridge of his nose.

“Fine,” Blitz grumbled. Balling his hands into fists, he clambered up onto the platform. Elusive sighed, then levitated over a roll of measuring tape.

“Will you pose for me, please?” Elusive said, hovering his dressmaking spectacles over his nose.

“What?”

“Pose.” Elusive hummed thoughtfully. “Hands on your hips—no, a little higher up, that one. And crook your hips just a bit to the side—perfect!”

Blitz just glowered at his reflection. “I didn’t sign up to be your stupid puppet,” he said. “Just your dress-up doll.”

“Blitz, please,” Elusive said, measuring his waist. Blitz gasped slightly as the measuring tape wrapped a little tightly around his stomach. “I’m doing my best here. Proper poses are necessary to emulate what I might be using tomorrow.”

“Fine,” Blitz muttered. “But I’m not gonna like it.”

“You don’t have to,” Elusive said mildly. He glanced upward, than caught something interesting in the mirror: Blitz had been eyeing his own waist. Not in the “icky,” disgusted sort of way he’d been looking at the clothes earlier. No—there was a hint of interest in those eyes. And could that be the very beginnings of a true, genuine blush—not of shame, but of embarrassed intrigue?

Now that was an interesting tidbit. Humming a bar of some trashy song he’d heard Silver Bell playing on the radio yesterday, Elusive repositioned himself around Blitz’s front and kept working.

This was a much better view. As much as he’d said that this chore was for completely professional reasons, Elusive couldn’t help letting his eyes linger on Blitz’s slender waist. The other stallion’s bared midriff showed through, just above the skirt that rustled softly over his legs.

When Elusive’s hands first touched his waist, Blitz stiffened. “Hey,” he said. “What’s the big idea?”

“Oh, pipe down.” Elusive frowned, a bobby pin levitating over beside him as his horn flickered. “I’m merely checking how the fabric clings.”

‘I’d rather it didn’t cling so much,” Blitz muttered. He felt completely exposed like this—not just in terms of his masculinity, but also just plain physically. Even his shortest training shorts didn’t show this much skin, and he felt like his body had been folded into a mare’s and shown off to the world. At least the shades had been drawn, and the door marked “CLOSED,” but Blitz still wished that the skirt didn’t hug his sides so tightly.

Elusive just nodded vacantly, his hands tracing up the sides of Blitz’s hips. His fingers lingered for a moment on the edge of Blitz’s rump, tracing in a circle around his hidden Cutie Mark—and then went on their way, smoothing up Blitz’s curving waist.

Blitz shivered slightly. “Geeze,” he mumbled. “Y’don’t have to get so touchy. I mean—”

He froze. His wings, drawn up behind him, stiffened imperceptibly. The feel of Elusive’s fingers against his skin was doing more than just gaying up the room—it actually felt...good. Warm—soft, even. And what was that tightening at his crotch?

No. Oh, no. He was not getting turned on by this. Just because another stallion was getting a little bit touchy didn’t mean that his body had to think that some pretty mare was feeling him up. Though Elusive was pretty enough to pull it off—between his mane, his big eyes, and those wide, full lips—

Blitz snapped out of it with a stifled gasp. Oh, no. He was not going to go there. He couldn’t even really believe that he almost had.

It wasn’t even his fault, though! He shivered as he felt Elusive’s fingers playing gently across his spine. It wasn’t his fault that these clothes were so tight, so figure-hugging that he basically felt naked while wearing them. He swallowed, his mouth suddenly feeling extremely dry when he realized how naked he really felt. He might have been wearing clothes, but he was suddenly very afraid of just how little they concealed.

“Hey,” Blitz barked. His eyes widened as Elusive’s hand traced across his butt. “Watch it down there.”

“Forgive me,” Elusive said. “I’m just drawing up the skirt a little. Hold still for a moment—”

An instant later, Blitz felt a pinch on his buttock that was most decidedly not from a bobby pin. All the same, he felt powerless to do anything but stand there like some kind of tree, pinned in place as a sense of dawning horror came over him. He couldn’t be enjoying this. He couldn’t. There was no way Elusive had just pinched his ass. There was no way he could like this—this touching, these clothes, this everything. There was no way he could have a boner right now.

His crotch throbbed heavily, his stallionhood feeling more than a little bit stiff. Blitz gulped, and tried to deny that, too.

When Elusive’s voice rang out again, Blitz held onto it like a fleeting lifeline. “Very good,” Elusive said, pushing his glasses up the bridge of his nose. “That should be enough of this one for now.”

“Oh, good,” Blitz said. “That’s finally over.”

“Indeed.” Elusive rested his hands on the waistband of Blitz’s skirt and smiled. “I should be able to fix this up nicely for tomorrow. In the meantime...”

His deft fingers undid the button at the front of the skirt. Shocked into place, a mortified Blitz watched as Elusive opened up the skirt and tugged it down to his knees.

“What the hell are you doing?” Blitz blurted. He jerked back, pulling the skirt free from Elusive’s grasp—and just barely managing to avoid falling over the side of the platform. With his knees were locked into place between the waistband, it was all he could to to recover into a standing position. He flushed a bright, scarlet red when he realized that his panty-clad crotch was now free for the world to see.

Quickly, he made to pull the skirt back up—even the girliest clothes in the world were better than nothing, he’d decided—but a flicker of Elusive’s magic stopped it in place.

“Hey!” Blitz yelped. “What’s the big idea? Don’t fucking undress me in the middle of the fucking store!”

“Oh! Dear, my apologies,” Elusive said. He tittered behind his hand, his horn flickering with a dull blue glow. “I’m just so used to undressing mannequins—you know how it is—and I figured that I might as well expedite the fitting of the next piece. I didn’t think you’d mind.” He paused, a finger on his shapely chin.

“That is,” he said, somewhat slyly, “unless there’s something you didn’t want me to see?”

Blitz paused in his fruitless attempt to pull up the skirt—it had stuck stubbornly in place around his knees, and refused to go any higher—and snarled, “Of course I don’t want you to see my in my underwear! What am I supposed to say about that, huh?”

“But that’s not your underwear,” Elusive said coolly. He raised an elegant eyebrow, a smirk flickering onto his face. “And it seems I would have to be blind not to notice that you might be enjoying this a bit more than you might think.”

Blitz’s eyes opened wide in horror. On pure reflex, he glanced downward at his stiffened boner. The faint outline of his member—far from large, as stallionhoods went—was still barely visible against the light pink crease of the panties. His breath caught in his chest, his erection twitching in a painfully, agonizingly pleasurable way against the silk panties clinging to his rump.

“No!” he blurted. “No, no, no! I am not letting you make this—this fucking dress-up session into some kind of...sick thing!”

“I’m not the one who’s enjoying himself so much,” Elusive observed.

“I am not,” Blitz bit out,“enjoying myself! And stop looking at my crotch!” He angled his legs together and covered himself with his hands.

Elusive just shrugged, a faint smile still on his face. “Of course, dear. Far be it that I would purposefully invade your privacy.” And he turned away to inspect the lineup of clothes now hovering behind him.

Blitz grumbled under his breath. “Invade,” he muttered. “Yeah, sure.” But he quieted down all the same.

“Really, Blitz,” Elusive said. A bright red dress, satin-smooth and glimmering in the light, hefted itself a few inches above his smirk. “These outfits are quite fabulous. I wouldn’t blame you for getting a bit, ah, excited.”

“I’m not—fucking—gah!” Blitz dragged a hand through his hair. “I am not getting turned on by this?”

“Well, what’s that, then?” Elusive said, glancing toward his crotch. Blitz blushed redder than the dress.

“M-muscle spasms!” he choked out. “I—I haven’t worked out today! It’s gotta be, like, blood flow problems or something.”

“If you say so,” Elusive said. He didn’t sound convinced. “Still, I do hope you’ll enjoy trying on these outfits regardless.” His horn flickered, levitating the dress up toward Blitz’s platform. “I did have so much fun making them.”

Blitz swallowed. For a moment, the dress filled his vision, bobbing innocently before him. He could almost imagine how soft it would feel against his coat, how smooth it would be, rubbing against his rump, curving around his butt, perking up his rear and hugging his hips, as all the while, his crotch slowly got hotter and tighter—

His boner throbbed again. A tiny drop of moisture leaked out, staining the front of his panties. Blitz’s eyes widened, and he hastily shoved the dress away from him. Elusive watched with vague amusement as Blitz did his best to fume.

“I—fuck this,” Blitz growled. “Let’s just get this over with.”

“Whatever you say, dear,” Elusive said, his voice musical. He levitated over a measuring tape and pushed the dress a bit of a distance away. He pinched one end of the tape in his left hand and moved his right around Blitz’s side, before settling his forearm against Blitz’s rather slender waist.

“Hey,” Blitz said. Elusive ignored him, instead opting to reach around the other side to snatch up the other end of the measuring tape. With both his forearms squishing against Blitz’s rump, and the flat side of the tape pressing against the front of Blitz’s crotch, Elusive decided to feign innocence.

“Hm?” he asked. “What’s wrong now?”

“What’re you doing?”

“Measuring.”

“I thought you were going to make me wear—that thing?”

“I do intend for you to try it on, yes.” Elusive shifted his hands slightly, curving his wrists to the left. Blitz’s rump, which was surprisingly soft for such an otherwise toned stallion, squished softly beneath the bottom of his palms. “I just need to take your measurements first.”

Blitz stifled a gasp as he felt the tape sliding across his boner, stimulating it further. He gritted his teeth. No. He couldn’t be aroused. He couldn’t let himself get turned on. This was stupid. He couldn’t. Whatever game Elusive was trying to play, he refused to join in.

“I thought,” he gasped, as Elusive’s hand played across his thigh before brushing across the tent in his panties, “that you already took those.”

“Oh, I did,” Elusive said. Then, as if it were the most obvious thing in the world, he added, “But these are different measurements.”

“Right,” Blitz said skeptically. Then he shuddered, a tingle of pleasure shooting up his spine as Elusive’s thumb and forefinger, still pinched around the end of the measuring tape, “accidentally” rubbed against the top of his erection.

Noting Blitz’s lack of reaction, Elusive smiled, and decided to go a bit further. Adjusting his grip so that the measuring tape was in between his pinky and ring finger, he began to softly stroke the front of Blitz’s crotch, cupping the other stallion’s balls in his palm and massaging Blitz’s fabric-covered shaft with his thumb and forefinger.

Blitz’s breath caught in his chest. He was unable to stop a soft moan of pleasure escaping his throat as Elusive played with him, teased him. He thought he’d wanted this to stop—but it felt so good? Why did it feel so good?

He should tell Elusive to stop. He wasn’t gay. He shouldn’t want to let some other stallion jerk him off in the middle of Carousel-fuckin’-Boutique.

But Elusive wasn’t jerking him off. So what if some, uh, measurements just happened to feel good? Totally a random thing, right? It wasn’t like Elusive had intended to make Blitz feel good. It was just an accident, like getting relaxed by a teacher’s really boring voice. So what if he enjoyed it? Who was going to stop him?

After all, Blitz noticed with another shiver, other than the two of them, the shop was empty.

“You know, dear,” Elusive said, “You really should feel flattered to be wearing these outfits.”

“Oh?” Blitz said. “Why’s that?”

“Why, all of the most popular models in Equestria will be wearing them come this weekend.” Elusive pulled the measuring tape tight around Blitz’s crotch, pulling the ends around his perky butt. “An assemblage of the most beautiful mares in the nation, dressed exactly like you.”

“That’s not making me like this any better.”

“Oh,” Elusive said, “but it should. These outfits—the skirt, the dress, even the panties in the right circles—will be the talk of Canterlot. And I daresay you pull them off quite well. Another stallion might look quite silly in a mare’s clothes, but you look dashing.” Pinching Blitz’s butt between the ends of his palms, Elusive grinned around the pegasus’ generous hips and into the mirror. “It doesn’t hurt that you have just the figure for it, too.”

Blitz almost stumbled over his reply. “You—wait, really?”

“Oh, absolutely!” Elusive said. He dropped the measuring tape from his right hand and smoothed his palm over Blitz’s thigh, slowly caressing it as the tips of his fingers brushed against Blitz’s increasingly stained panties. “I’ve rarely seen somepony who looks as good as you do in these. Your hips—so wide! Your shoulders, lean and feminine. Your waist? Mares would kill for that shape. And the way those leggings cling to your thighs? That skirt? You looked divine, darling.”

Blitz shifted, only somewhat uncomfortably. “Um,” he said, coughing. “I guess it isn’t that bad.”

“Not that bad?” Elusive said. “Dear, to keep you from these clothes would be a crime against fashion!”

“Okay, maybe I do like it.” Blitz froze, momentarily parsing the words he’d just said. “A little,” he added, rather hastily.

“And there’s no shame in it,” Elusive said. He moved his hand over to cover Blitz’s crotch completely, softly rubbing at the tent he found there. Stroking the other stallion’s shaft through his silken panties was quite a delicious experience, but he found himself enjoying even more the way Blitz shivered when he curled his other hand around the pegasus’ naked thigh.

Blitz swallowed, hard. He didn’t have a reply to that—he didn’t want to have a reply for it. This was absolutely not what he’d envisioned upon coming here, even after knowing that he’d be trying on girl clothing. He could stop this at any time, he told himself. Any time. This wasn’t gay yet—probably just Elusive fidgeting like he would on a mannequin. He could stop this right now if he wanted to—

But he didn’t.

A moan bubbled from Rainbow Blitz’s lips as Elusive’s thumb and forefinger closed around the tip of his head for the last time. A jolt went through Blitz’s crotch, the pressure at the base of his shaft mounting—and then releasing, his hips jerking against Elusive’s smooth fingers as he came. Hot ropes of Rainbow’s spunk stained the front of his panties, darkening the pink fabric to a sultry red, and dripping down in white sticky threads as the stain spread across the whole front.

Rainbow realized that he was panting. It was only a beat later that he realized what had just happened.

“I swear,” he blurted, “I didn’t mean—“

“My,” Elusive cut in. “Looks like somepony was enjoying himself.”

Blitz’s whole face was burning a bright, cherry red. He opened his mouth, and then closed it. There was nothing to say.

A smirk on his face, Elusive pulled his hand back to rest on Blitz’s hip. “Really, Rainbow” he said, drawing himself up. He lightly stroked Blitz’s side, sending shivers down the pegasus’ spine. “I knew that my clothes were comfortable, but not that much so.”

Oh, gods. Blitz wanted to just sink through the floor and die. He couldn’t have—he didn’t—there was no way.

But he had. He wanted to scream, wanted to rip his hair out, wanted to storm out and throw his clothes back on, wanted to at least clean himself up—

But he didn’t. He just stood there, meekly, staring down at the floor, as Elusive lightly stroked his waist.

Elusive cleared his throat. “Did that feel good?” he asked, raising an eyebrow.

Rainbow froze. From the look in Elusive’s eyes, though, he wasn’t about to take silence for an answer. After a brief internal struggle—and a momentous mental cringe—he nodded his head.

But Elusive pretended not to have seen. “Well?” he asked, his eyes darting up to Blitz’s face. “Did it?”

Blitz swallowed. “Yes,” he said in a small voice.

A soft smile spread across Elusive’s face. “That’s good,” he said, his musical tone returning. “I do love a happy customer.” Slipping his hand between the panties’ waistband and Blitz’s hips, he deftly pulled the panties down to Blitz’s knees.

Blitz felt his legs lock together out of reflex, but Elusive’s fingers were already over his crotch. “Goodness,” Elusive purred. “So messy.” His eyebrows went up again when he noticed that Blitz’s small erection was still poking up, away from his crotch. “And still hard? My, oh, my.”

Smirking, Elusive slid his hand back until it was resting comfortably on Blitz’s naked ass. “Do those clothes really turn you on that much, dear Rainbow?”

Rainbow. Everypony had always called him Blitz. But why was Elusive calling him that—and why did the sound of it make his crotch twinge with sympathetic lust?

He pondered denying it—but then shoved the thought violently aside. For fuck’s sake, he’d just fucking came in the middle of the Boutique—and with Elusive rubbing him off, no less! And the clothes…

Blitz’s lower lip trembled. Fuck, he hated it, but that tight skirt—those leggings—those goddamn panties… His eyes flickered down to his legs, and he blushed. Dammit. How the hell could he deny it now? Even to himself?

Especially to himself?

He was actually proud when his voice didn’t shake in reply. “I—yeah,” he admitted, his face burning. “They did.”

Elusive hummed thoughtfully, still stroking Blitz’s rump. Blitz let out a quiet squeak when Elusive pinched one of his cheeks. “And a reaction like that—my, I’m almost sorry that I didn’t use you as a mannequin sooner!” He chuckled, eyeing Blitz’s still-erect prick lustfully. Blitz didn’t think that it was possible to get even redder than he already was, but he managed.

“It felt good, okay?” Blitz blurted. “Because when you rub a stallion’s fucking dick, you—“

“Would you like to see a bigger one?”

Blitz’s words died in his throat. He swallowed. “What?” he mumbled.

“A bigger one,” Elusive said. He sounded only slightly teasing. His hand crawled across Blitz’s ass, savoring its plumpness. “We’ve seen how I make you feel—would you like to see how you make me feel?”

Blitz’s eyes widened. Oh, gods. Oh, gods. Sure, he might have just let another stallion bring him to orgasm, but some part of him didn’t want to realize that this was happening. And now Elusive was—

How the fuck was this happening?

His mind, whirling like a top, said “no”—but his mouth said: “Y-yeah.”

Elusive actually purred. Blitz would swear it. He sounded just like his cat, except bigger, deeper-voiced, and more sensual than any prissy feline could ever manage. Another shiver went up Blitz’s spine, and he felt his crotch throb again.

“You see, Rainbow”—there was that name again!—”I’ve actually had my eye on you for a little while now.”

“Come again?” Blitz said.

“Well, let’s be honest—you are a very attractive stallion.” Elusive had unbuckled his belt now, and was slowly sliding it out of its loops. “I’ll admit that I didn’t really think anything would come of this little request, but once I realized how much fun you were having...well, I was fairly surprised, to say the least. I never thought that you might be interested in this kind of thing.”

“What kinda thing?” Blitz asked. He glared at Elusive’s reflection, though his gaze lagged over the other stallion’s crotch.

“Why—stallions, of course.” Elusive unbuttoned his pressed slacks, slowly unzipped his pants. He gave Blitz a wink, noticing how the pegasus’ jaw had gone slack at the obvious, sizeable bulge nestled between his thighs. “From your talk about mares, one would think—although, perhaps you like both?”

“Stallions—Elusive, I’m not gay!”

“Aren’t you?” Elusive let his pants fall to the floor, then stepped forward out of them.

Blitz swallowed. That big, meaty bulge was impossible to miss. The hem of Elusive’s shirt traced around it, barely covering the top half, but that only served to accentuate it. A pair of white boxer briefs nearly the same color as Elusive’s coat contained his stallionhood, bulging with promises of a virility that Blitz could only dream of. Elusive’s underpants were incredibly stained, darkened from what must have been a steady leakage of precum. How much pre did that stallion have, anyway? Blitz felt a bead of sweat drip down his forehead, unable to stop himself from undressing that crotch in his mind.

Gods. It looked like Elusive had stuffed a cucumber down there—and he didn’t even look all the way hard! Six, seven—eight inches, at least. Blitz gulped again, feeling his own boner throb at the sight.

Dammit, he wasn’t gay! He didn’t like other stallions like that!

But you just let one jerk you off, a voice whispered. And you’re harder than you’ve ever been in your life. You like this—you’re enjoying it. And, like it or not, you want more.

Gods help him, but he did.

Somewhat shakily, Blitz said, “You—you shouldn’t do that. Someone might see.”

“Dear Rainbow.” Elusive slowly shook his head, laughing again in those musical tones of his. He took a step closer, his nearly bare hips swaying, his tail swishing alluringly behind him. “The Boutique is closed, remember? There’ll be no one to, ah, interrupt us.

“In any case,” he went on, slipping a two fingers beneath the waistband of his briefs. “You are interested, aren’t you?”

He was. He didn’t want to be, he didn’t expect him to be, but he was. He wanted—no, needed to see what Elusive was concealing underneath that bulge. Blitz nodded, still shaky.

Elusive smiled. He looked almost relieved. “Good,” he said. “Then let’s see—”

He took his time to strip down. He did it like he’d done it a thousand times before. Blitz was mesmerized, his torso, wings, and crotch all equally stiff as he watched Elusive tease the briefs down his legs. First one side—just a half-inch or so—then the other. His long, manicured fingers smoothed over his creamy-white thighs, the generous flesh there squishing invitingly beneath his palms. Elusive smiled into Blitz’s eyes, his ass pushing out slightly behind him as he slowly, teasingly, pulled his waistband down over his package.

Blitz’s eyes widened as Elusive’s full stallionhood came into view. That shaft—it had to be nearly twice as thick as his own, and over twice as long. And those balls. Elusive’s tool was, on the whole—though Blitz didn’t really have a proper frame of reference—rather skinny, but it was more than made up for by the pair of big, plump balls that hung heavily beneath it.

Blitz swallowed as his mouth tried to fill up with saliva. Oh, gods. He wasn’t gay. He couldn’t be gay. But that dick—besides the Wonderbolts, he’d never wanted anything else half so much.

“Well?” Elusive said. He raised an elegant eyebrow. “You can take a closer look, you know.”

Blitz steeled himself. Fuck it. If he was going to do this, he was going to do it without looking back. He stepped down from the platform, his boner rubbing against his thoroughly stained panties.

Without even needing to be prompted, he sank down onto his knees. Elusive’s cock bobbed just before his eyes, filling his field of vision. Hesitantly, Blitz reached out toward it.

Elusive groaned softly as Blitz’s fingers closed around his medial ring. “Mm,” he murmured, his hands twitching. “There’s a good stallion.”

Blitz’s eyes darted up at Elusive, then he blushed, and they darted back down. Slowly, he began to stroke his fingers up and down Elusive’s length, feeling the warm skin piling up beneath his grip. He felt like he was moving through jelly, each action alien, each sound reverberating, as if through water. Nothing about this seemed real—but the musky scent of Elusive’s pre was real enough.

Elusive’s member bobbed gently beneath his grasp, throbbing as he closed his fingers over the head. Elusive grunted, shifting his weight from one leg to the other. His flare rose up before Blitz’s muzzle, a thick spear of meat more than half as thick as his forearm. Blitz swallowed, remembering what a mare was supposed to do in this situation.

Tentatively, he leaned forward—then stopped. “I, uh,” he said, his cheeks still a bright red. “Is it okay if—fuck. I mean, uh. Could I maybe…”

He trailed off, swallowing hard. Elusive’s eyebrows rose up, though he shuddered as another glob of pre dripped from his trembling shaft.

“Of course you may,” he said gently. Then, teasing, “That’s what it’s there for, isn’t it?”

Blitz just nodded meekly—meekly! Rainbow Blitz never did anything meekly!—and leaned his weight forward. His hands were planted on his thighs, and his butt stuck out behind him as he pushed his weight forward. Closing his eyes, so that he didn’t have to see what he was about to do—what he wanted to do—he held his mouth open and moved toward the location he remembered.

The first thought that went through his head was—warm. Blitz’s lips parted, spreading out as a thick white shaft gently prodded its way past them. His tongue lashed out reflexively as Elusive pushed his member forward, swishing along the underside and inciting another fat glob of precum to splatter along the back of his throat.

“Oh! Dear, I’m sorry.” Above him, Elusive blushed faintly, and fanned himself with an open hand. “I’m just a tad...overexcited, is all.”

Blitz sucked on Elusive’s tip for a moment longer, then pulled back. His lips came off with a wet-sounding pop!, a thread of saliva still going from the back of his cheek to Elusive’s slit. “You’re overexcited?” he asked skeptically.

“Well, yes. Just a bit.” Elusive’s hand fluttered to his mouth. “I, ah, may also be a tad pent-up, as it were.”

“Fuckin’ pent-up,” Blitz scoffed. Still, though… His gaze drifted to Elusive’s heavy-looking balls. They did look rather plump—swollen, even. No wonder he’d been so eager.

Cautiously, Blitz took Elusive’s member in his mouth again. He first tasted the head, then slid another inch in as he curled his tongue around it. His tongue only covered half of Elusive’s girth, but the motion set the other stallion squirming all the same.

“Goodness,” Elusive murmured. He had one hand in Blitz’s mane, and was slowly massaging his scalp, running his fingers through Blitz’s brightly colored hair. “You’re—mmff—awfully good at this? Such a tease. Are you sure you’ve not had practice?”

Blitz just tried to ignore him, but the words sent a renewed heat soaring to his face all the same. Puckering his lips around the top half of Elusive’s length, and wrapping his left hand’s fingers around the base, he began to bob his head up and down as he massaged the bottom. Elusive’s balls trembled with every jerk of Blitz’s mouth, every involuntary twitch of Elusive’s hips. And what balls they were—so obviously full of seed that they actually wobbled, their creamy liquid depths doing their best to supply enough precum to keep Blitz’s mouth well-lubricated.

“R-really, now,” Elusive grunted, now fondling Blitz’s ear. He stiffened as Blitz’s lips moved past his medial ring, struggled to pass it—and then took it all in, his mouth widening to take the thick ring inside it. “You really are too good at this. All of this.” He sighed, long and low.

“Your figure, for one,” Elusive continued. He smirked, his hips jerking and shoving another inch of his length down Blitz’s mouth. Blitz’s eyes widened as he felt Elusive’s length prodding up against the back of his throat. He had to be at least six inches in now—a crazy feat, really considering he’d never even thought about sucking a dick before—but there was still more to come.

“So lean, so toned—and yet so wide.” Blitz felt a shiver go down his spine as Elusive gripped a tuft of his mane tighter. “Your hips, tapering out into a perfect hourglass. Your waist—so ideal to curl one’s arm around. And your rump—shaped by so many years of training, light and bouncy. I’ve never seen a mare with a figure better than yours.”

Okay. That might be going a bit far. Blitz would’ve responded to that, but he figured that, with a rapidly leaking shaft still in his mouth, it might be best to leave the retorts to after this session. Still he imagined himself glowering at Elusive, even as his lips reached the three-fourths mark of Elusive’s towering shaft. So what if he liked the compliments! Those weren’t things that you were supposed to say to any self-respecting stallion!

“Ooh,” Elusive moaned, his body twisting slightly as Blitz suckled on his cock. “I always thought that I had a feminine figure—but you! Oh, goodness, Blitz—the things I would do to you. The things anypony, really, with a libido might do to you.”

Was that Elusive moaning now, or himself? Blitz didn’t even know anymore. All he knew was that he could feel Elusive’s hips pumping his shaft deeper and deeper into his mouth, that he could feel Elusive’s fingers twisting through his hair—and that he was determined to get to the bottom of that dick. After all, if nothing else, Rainbow Blitz was not about to give up now.

Blitz was almost surprised that he wasn’t gagging as Elusive’s shaft bottomed out inside of his mouth. It prodded rudely against the back of his throat, filling his mouth and letting a steady stream of precum cascade down his esophagus. Blitz gulped it down, almost eagerly, as he lapped at Elusive’s crotch.

Up and down he went, his head bobbing beside Elusive’s waist as glob after glob of precum burst over his stomach. Blitz rocked back and forth on his knees, almost hypnotized by his own steady movement, as he rolled his tongue up and down the shaft, across the head, and around the side, driving Elusive crazier by the second.

Elusive groaned, his grip on Blitz’s head tightening. “Oh, Rainbow,” he moaned. Blitz’s eyes widened as he felt Elusive’s head twitch inside of his mouth, flaring against the back of his throat. “I’m going—I’m going to—aah!”

Blitz’s eyes flew even wider as the first shot of Elusive’s oncoming orgasm spattered against the back of his throat. More and more followed, thick ropes of Elusive’s cum emptying his plump balls and splattering against the inside of his mouth. He gulped it down, his tongue squeezing around Elusive’s shaft, milking it for more as the other stallion filled his mouth with his seed. Just after Elusive’s third shot, Blitz’s eyes darted up—and met Elusive’s own gaze directly. He felt Elusive weighing him, staring him down, wanting him—and then the fourth glob of cum splattered all over his tonsils.

Blitz was caught between sputtering and gulping, his nostrils flaring even as he suckled even harder on Elusive’s spasming cock. Elusive’s stallionhood lurched, his plump, overfilled balls leaving one last hurrah as they launched an impossibly large, final shot of cum from their depths.

Elusive’s hips jerked back, his tip sliding out of Blitz’s mouth. His organ flared one final time. Blitz squeezed his eyes shut as Elusive’s orgasm painted him white, salty, sticky ejaculate hitting his hair, his eyelashes, his nose, wads of the other stallion’s copious seed splattering all over his face. Some of it landed in his still-open mouth; the rest of Elusive’s load wound up dripping from his cheeks, thick globs of white beading on Blitz’s face, forehead, and mane.

Elusive was panting. Blitz was breathing hard, too. He felt his crotch give another twitch, and it began to sink in what, exactly, he’d just done.

He’d blown Elusive like some cheap mare. He’d sucked another stallion’s dick and liked it. Was this—was this who he was? Who he’d always been?

Why did he like the feeling of Elusive’s seed dripping down his face so much? Why did he like feeling his belly stretch, ever so slightly, from the volume of the other stallion’s load? Why was he still panting, his stained panties growing even more so as his renewed boner strained against them?

Elusive let out a final wheeze. He curled his fingers through Blitz’s mane, softly caressing his scalp. His shaft gave one last, useless lurch, then slowly fell limp against his thigh.

“Goodness,” he breathed. “That was...incredible, my dear.”

Elusive offered Blitz a hand up. Blitz hesitated, then took it. As he got back to his feet, he noticed how the top of his head only came up to Elusive’s shoulder. He’d never been too self-conscious about his height, but here, now, after everything, he couldn’t help but think about what that might signify.

Blitz just kept staring at the ground. He didn’t really feel like meeting Elusive’s eyes.

Elusive’s hand twitched toward Blitz’s rump again—but paused, then slid up to his shoulder instead. Blitz started as Elusive gave his shoulder a squeeze, then looked up at the other stallion. There was a soft, almost cautious smile on Elusive’s face.

“Did you enjoy that?” Elusive asked. He sounded—not serious, but not teasing anymore, either. The note of mischief had left his voice. He actually sounded...caring. “It’s okay if you did. You can tell me.”

Blitz took a deep breath. “I...did,” he admitted. He winced, screwing up his face and eyes as a handkerchief floated over to his face, dabbing up most of the mess. He exhaled as it floated away. “It was weird. Really weird. But—fuck. This isn’t easy to say.”

“That’s okay.” Elusive gave his shoulder another squeeze. “Would you like some tea?”

Blitz startled. “I—what?”

“Tea.” Elusive’s horn flickered, spinning a pair of teacups off of a counter behind him. “I’ve mint and vanilla. I usually find tea to be quite calming after a particularly intense...session.”

“Oh,” Blitz said. “Uh. Mint, I guess.”

“Mint it is.”

Elusive took Blitz’s hand and pulled, not harshly, but firmly. Blitz followed meekly, still too lost in his own thoughts to argue. The teacups followed behind them, bobbing gently in the air and setting themselves beside the stove as they entered the Boutique’s kitchen.

“Now, Blitz,” Elusive said. They sat down, Blitz at the head of the kitchen table, and Elusive to his left. “It’s perfectly acceptable that you enjoyed yourself.”

A kettle filled itself with water, then floated along to the stove to the tempo of Elusive’s flickering horn. Blitz eyed it warily, then turned back to stare at the table. “I...guess,” he said. “It’s just—that’s not me, you know? Or at least, isn’t supposed to be.”

“Oh, Blitz.” Elusive took a hold of his hand with both of his, and squeezed. “Look at me.” Blitz glanced up reluctantly. “What you do behind closed doors doesn’t change anything about you—it just means that you enjoy yourself in a particular way. You’re still an excellent flier—still a Wonderbolt reserve. You just have a little extra...mm, spice in your life.”

“I just always knew that I liked mares,” Blitz mumbled. “This is just…”

“Unexpected? It can be,” Elusive said, patting his hand gently. “But I could tell how much you were enjoying yourself in there. And it’s not like liking stallions is particularly rare among our group of friends, anyway.”

That got Blitz’s attention. “Wait, what?” he choked out. “Who? Besides you, I guess,” he added hastily.

“Well,” Elusive said, “Dusk, for one. That stallion’s got an excellent tongue.” He shivered in obvious sympathetic pleasure. “And an alicorn’s orgasms, it turns out, are—”

“Okay, got it,” Blitz said quickly. “Are you saying you’ve...done it with Dusk?”

“Oh, yes,” Elusive said. “Bubble Berry too.”

“Okay, that makes sense,” Blitz admitted, somewhat grudgingly. “Bubble would probably kiss anything with a pulse. But still! I can’t believe that there’d be anypony else.” Except, he added mentally, maybe—

“Butterscotch has actually had a crush on you for a long time now,” Elusive said. His hand flew to his mouth, and he blushed a bit. “Oops. I probably shouldn’t have mentioned that. You didn’t hear that from me, right, dear?”

“Sure.” Blitz’s head was swimming. Butterscotch?

“And Applejack—”

“Applejack?” Oh, no. There was no way. Blitz almost felt like he was ready to choke on Elusive’s words. “He’s—we’ve talked about mares for hours before. There’s no way—I mean, he’s had a marefriend for years, now!”

“Who has been more than happy to, mm, experiment with him.” Elusive’s eyebrows rose as the kettle began to whistle; fluidly, with his magic flickering like light across water, he filled the two cups and hovered them over. “Sugar? Cream?”

“Sugar,” Blitz mumbled.

“Good, good. I always prefer my tea black, too. In any case,” Elusive said, taking a light sip, “I think you’ll come to learn that Ponyville has always been quite a bit more...liberal in sexual matters than Cloudsdale tends to be. Though, given that you’ve lived here for so long, I must admit it comes as somewhat of a surprise that you didn’t know that already. Tunnel vision, perhaps.”

Blitz just shrugged. The odor of warm mint reached his nostrils, and he sniffed, taking in the comforting, wafting scent. He didn’t drink, but he took a hold of his cup with both hands, savoring the warmth.

“And in any case,” Elusive continued. He paused, taking another sip, and then set his cup onto the table. He took hold of Blitz’s hand again and looked right into his eyes. “I want you to know that it’s perfectly fine for you to enjoy this—even though you didn’t expect it before. And if you’re unsure about anything, you’re more than welcome to talk to me about it.”

“Well, geeze.” Blitz scratched his mane. “Thanks, I guess.”

“Anytime,” Elusive said airily. He lifted his cup, paused, and then smiled.

“You know,” he said, drawing Blitz’s attention away from his churning thoughts, “I did mean what I said in there. You really are beautiful like that. Perhaps you’d like to dress up like that again sometime? Or even, sometime, with myself or somepony else”—the corner of his lips curled into a smile—”experiment further.”

“Oh, damn,” Blitz said. He glanced out the window, out into the backyard of the Boutique. He startled when he felt something settle on his shoulders, but then relaxed when he realized that it was only a bathrobe. Elusive had levitated over his chair and wrapped it comfortably around him. “Uh. I don’t know. Maybe.”

But Elusive was already humming, a light, knowing smile on his face. He merely pursed his lips, offered Blitz a wink, and took another sip of his tea.