There’s a joke my daddy used to tell — what does a lesbian bring on the second date?

A moving wagon.

But Rarity and I hadn’t even had a first date yet, had we? We were going to fix that tonight. Until then I had an entire day to kill in Ponyville. An entire day of knee-shaking, tail-tucked, pants-wetting terror at the prospect of a fancy dinner with a mare who I now desperately desired but clearly had nothing in common with. Literally pants-wetting if my pads didn’t hold out.

I’d spent a sleepless night at the Motel Hay down by the train station, and was now ensconced in the corner booth at Queequeg’s Coffee with a giant cup of mocha milkshake and a stack of trade journals. Sugarcube Corner was Neighgat rated as the number one breakfast joint in the entire Canter River Valley, but Rarity had warned me that if her friend who worked there even suspected what had happened between us there would be celebration.

Celebration was a bit premature, I felt. Really, really premature.

I kept looking up from the article on geothermal boreholes I was pretending to read to check the shop for pink fur. I had no idea why Pinkie would be in a worse coffee place than the one she worked in, but if she did show up I had picked a position strategically near the emergency exit. I was so focused on the color pink that when blue and yellow mares sat in the booth on either side of me I was taken by surprise.

“Hey,” the blue one said. “Mind if we sit? It’s kind of crowded.”

It was manifestly not crowded, there were at least a half-dozen open tables. I looked at the blue one and gulped. While I still couldn’t remember the yellow one’s name, I sure did remember Rainbow Dash, Mustang magazine’s Miss August ’03.

“It’s… it’s a free printhipality,” I mumbled, shoving my nose into my magazine until the end squished up against the paper. I had, uh, made use of that particular issue for months, and it still had a cherished place in my private materials folder. I don’t want you to think I had feelings for Rainbow Dash, because I didn’t. It was just a porn thing. But there’s something especially awkward about talking to someone you’ve thought about while masturbating. See also every working day with Maud.

“So, hey, I don’t want to be rude…” Rainbow began.

“We really don’t. Please tell us if we’re being rude!” the yellow one added. I racked my brain. She’d been a model for a little while, hadn’t she? I still saw her photo on bags of chips. Why couldn’t I remember her name?

“…but you know how vicious small town rumors can be. We heard that the Carousel Boutique was closed for almost two and a half hours yesterday afternoon, and that when it opened up again you were seen coming out.”

I felt my cheeks begin to burn. “I… I don’t thee how that’th any of your buthineth.”

The yellow one cleared her throat.

“You have something you want to add, Flutterslut?”

She nodded. “I talked to her right at the end of that timeframe and she smelled like the brand of bubble bath soap Rarity uses. Also stop calling me that.”

I ground my teeth together. “Yeah? Maybe I was over at her plathe. Tho what?” I felt so humiliated that I wanted to cry. Why were all of Rarity’s friends so awful?

Rainbow clapped her hooves to her cheeks. “Oh. My. Gosh. Oh my gosh, oh my gosh, oh my gosh!”

The yellow one put her hooves over her mouth and inhaled sharply. “So it’s true!”

Then they both hugged me. Yellow and blue forelegs squeezed me until I couldn’t breathe and I had to thump on them to let me go.

Rainbow threw her hooves in the air. “This is so awesome! Rarity hasn’t been on a date since the first Gala we went to, and we all know how that turned out.”

The yellow one nodded. “I didn’t even know she was bi!”

“All the best ponies are,” said Rainbow.

The yellow one smirked. “It’s true!”

Ponies at nearby tables were looking at us. Rarity’s friends were making a spectacle of me. I wanted to die. I tried to slide under the table, but Rainbow grabbed me by the elbow and hauled me back up.

“Gee, I never would have pegged you for Rarity’s type,” she said.

“So how did you two meet?” asked the yellow one, clapping her hooves together.

“She, um, made a dreth for me. We, um… uh, we have a date tonight.” I wanted to get away from the topic of ‘how we met’ as quickly as possible. Faust help me if they wanted details. They seemed like the type that might want details.

“Where you going?” said Rainbow.

“Les Aliments.”

“Fancy.”

The yellow one frowned. “What are you wearing? Have you made your spa appointment yet?”

I blinked. Wearing? Spa?

She grabbed my shoulders with her hooves. “Oh, please tell me you’re not going like this.”

“I… um… what?”

Rainbow stroked her chin. “Flutters has a point. Playing dress-up isn’t my scene, but Rarity is a stickler for formality. You don’t wanna show up on a date with her looking all Nerdy McNerdsalot.”

“I… but… I didn’t bring a dreth!”

“Oh my goodness no!” the yellow one looked me up and down. “You can wear one of my dresses — you’re almost my size. Quite a bit smaller in the hips, but I can take it in. We’ll need to get you over to see Aloe and Lotus right away, though!”

Smaller in the hips? I glanced down. The yellow one was almost as thin as me, except that she looked like she was sitting on a beach ball.

Rainbow elbowed me in the ribs. “Get ’em to give you the happy ending special while you’re there. Those two give the best hoofjobs east of Dodge City.”

“Rainbow! She’s going on a date with our friend! That kind of talk is not appropriate!” The yellow one blushed. “Though… they are really good.”

I shuddered. Whatever happened at that spa, I was not going to be getting a massage.

———

That evening I was in the front lobby of Les Aliments, my mane an elegant tumble of banana curls so stiff with product you could bounce bits off of them, wearing a green and yellow dress that clashed with my fur color and fit me like a tent, even after the yellow one’s frantic amateur alterations. I was about fifteen minutes early. So much for being fashionably late. I was wearing two pads, and prayed that would be enough for me not to humiliate myself in public.

This was not my kind of place. I had agreed when Rarity had suggested it, but I would have agreed if she’d suggested a hearty round of self-flagellation followed by bungee jumping. It wasn’t that I didn’t know which fork to use or anything like that — I’d lived in Canterlot for years. It wasn’t the food — I was sure that would be fine. It was the long, drawn-out ceremony of these places.

Places like this are all about ceremony. You wait. Someone leads you to a table. You get drinks while you carefully chose what you’d like to eat. Then you wait for them to bring you the food. If you really like food, or ceremony, it’s great. Very exciting. If your belly is a gnawing vortex of constant hunger, it’s torture. I’d snuck a candy bar and a couple of apples on the way over, but I’d already burned through them by the time Rarity stepped through the door, exactly on time.

On the bright side, my fear of being stood up evaporated. On the down side, Rarity was resplendent. She was wearing a casual blue dress — simple and modest, but flattering. A belt with just the faintest suggestion of a saddle emphasized the curve of her belly and hips. She wore a little knit shrug against the unseasonable evening chill. I felt a flutter in my belly, and a wave of moisture rushed into my pads. I prayed I could make it through dinner without staining the yellow one’s dress. Why hadn’t I thought to bring extra pads?

Rarity scanned the foyer, looking right past me on her first take. Then her eyes snapped back. She gave a little gasp of horror, and laid a hoof over her heart. One of my hairs worked its way out of the product, bouncing into a spring-like curl with an audible twang. All four of my knees started to shake. Rarity was gorgeous. I was hideous. She was a grown-up. I was a little filly playing dress-up. It had happened — She’d seen the real me, and she didn’t want me any more. My eyes started to water. I wanted to run, but I was too scared to move.

“Oh, Frazzle, darling, I am so sorry!” Rarity was at my side, looking… furious? Was I such a brutal crime against fashion that she was mad at me? “I cannot believe… Fluttershy! Of all ponies! What did she say to you? What did she do to you? What? How…”

“Uh… ith she the yellow one?”

“Yes. Yes, that’s Fluttershy. Was it her?”

I nodded. “Her and Rainbow Dathh. How did you know?”

“I made Fluttershy that dress, darling. Honestly! Those two! I do apologize for them! Fluttershy is a sweetheart, normally, and Rainbow is tolerable enough on her own. But together… oh! They are not a couple, they are a natural disaster waiting to happen.” She leaned over to whisper in my ear. “Did you know they almost destroyed the universe, once?”

“They did?”

“Yes! I shouldn’t be telling you, though. The whole incident is just the tiniest bit classified — some details might reflect poorly on a certain highly placed friend of mine.”

I looked at her sidelong, completely at a loss as to how to respond to gossip about matters of national security.

“But anyhow — the dress is definitely not a good look for you. Of course you and the dress are both marvelous, but the combination is, shall we say, not felicitous. But I must compliment you on your mane.”

I blushed. “Th-thank you, Lady Rarity.” Another hair popped free.

Rarity giggled. “Oh, just Rarity, please. ‘Lady Rarity’ is for private times. Anyhow, shall we have dinner?”

The dining room of Les Aliments was beautiful. It was intimate, with only a dozen or so tables. A candlelit chandelier gave a soft amber glow to the dark hardwood furnishings. The brick walls were hung with lovingly painted scenes of earth ponies doing farm work. I saw that there was a sequence to them — a family was building a home and barn in one, and in the next few the same family was shown planting, tending, and harvesting an apple orchard. Finally, in the painting next to us, they were shown dancing to fiddle music as snow fell outside.

“Everything here is lovely, but I find the eggplant especially piquant.” Rarity scanned the menu briefly, then set it aside. She was a mare who knew exactly what she wanted.

I felt my heart stop when I saw the prices. I squinted, checking to see if maybe some decimal points had been misplaced. Rarity must’ve seen my expression. “Order whatever you want, darling. It’s my treat.”

I felt humiliated at being so transparent. A junior CGS agent didn’t make much, but I could certainly afford to splurge on a nice evening every once in a while. “Oh, I could never let you…”

Rarity laughed. “Don’t be ridiculous, darling. I had no intention of letting you pay.”

“But I…”

Rarity waved a hoof. “No.”

“But…”

“No. Not having it.”

“Um, okay.” I looked down at the menu. It was a blur of Prench names and exotic ingredients. I would just order the eggplant, I decided, setting the menu down with a trembling hoof. I looked across the table at Rarity. She didn’t look much older than me but I had been an undergrad, and she an established business owner, when she and her friends had brought Princess Luna back. She must be at the very least five years my senior. The thought made me — and I’m sorry if you think this is strange — really excited. I’d had some past encounters with older mares and I very much appreciated the extra experience they brought to love making. No wonder yesterday afternoon had been so wonderful! I shifted my hips uncomfortably. What’s-her-name was definitely not getting this dress back in the condition she’d lent it to me in. Also, the restaurant might need to reupholster my chair.

We ordered. The waiter brought us our drinks and the bread basket. I didn’t even taste the first roll, and my hoof was halfway to the basket for a second before I realized I was being rude. I looked at Rarity sheepishly.

“Oh, go right ahead. I don’t eat bread. Carbs, you know.” She lifted her wine glass, and swirled it, admiring its legs and its golden shimmer, before taking a sensual sip.

I took a big bite out of my second roll. It was excellent — light, fluffy, and warm, with a thick, flaky crust. I took a sip of my cola to wash it down.

“So, I hesitate to ask such a personal question so soon, but your… diet. Is it a medical condition?”

I shook my head, swallowing a bite of my third roll. “I don’t think tho. My parentth took me to all kinds of doctorth when I was a foal. I’m perfectly healthy. I get really punchy and grouchy if I don’t get enough to eat, but otherwise it’th never really cauthed me any trouble.”

“So you aren’t likely to pass out and need some sort of injection or something at a random moment?”

I thought that was why she was asking. “Nopers. Never happened. One doctor thought it might be a magic thing. Earth pony magic ith really poorly understood — some of uth are just really strong, or really good at growing crops. But my partner can break rockth with her bare hooves. Some of us can do crazy things that don’t make any thense. I don’t have to thleep much. Maybe I’m hungry all the time becauthe of that?”

“Your… partner?” Rarity raised an eyebrow.

“In the CGS, yeah. Maud Pie.” I rolled my head back and slid down in my chair a little. “She is tho cool! She ith just the beth geologist I know! And she’th always tho calm! I wish I could be more like her!”

Rarity gasped. “You know Maud?”

“Oh my goth! Yeth! She’s Pinkie’s sister, isn’t she! She doethen’t… you know, she doesn’t make a big deal out of being related to a hero.”

“A hero?” Rarity seemed amused. “I can see why you could call Pinkie that.”

I blushed. “Well, all of you are, aren’t you? I mean, you’ve thaved us all, tho many times.” How had we gotten on to this topic? I mean it was true, but saying it out loud made me sound like a fanfilly. Did Rarity think I was a fanfilly, now?

Luckily, the food arrived just then, saving me from social awkwardness. There was a time when fancy restaurants were stingy with their portions, but happily that trend had moved on. We ate in silence for a little while. My eggplant steak was thick and juicy — crispy on the outside and smooth and creamy on the inside. It was covered with a crust of a tangy cheese that I didn’t recognize, mixed with aromatic herbs and breadcrumbs.

“Oh, this ith tho good!”

“I’m glad you like it, dear. All their ingredients are locally sourced.”

I nodded. “I grew up on a farm in a little town near Whinnyapolith. I miss the food — you can’t get really fresh vegetableth like thith in Canterlot.”

There was a hearty pile of risotto in the side, umami as anything, with chewy little mushrooms in it. I was almost glad I hadn’t really read the menu — everything about the meal was a surprise.

The food gave me energy, and energy gave me the courage to ask a few questions of my own. “Where are you from, originally?”

“Oh, I grew up in Ponyville.”

“You theem tho… cothmopolitan. I’m a little thurprised you’ve stayed here.”

“I’ve often wondered about that myself.” She dabbed her lips with her napkin, and set down her fork next to her half-eaten eggplant. I couldn’t believe she hadn’t finished her meal. Though I guess it was a lot of food, by most pony’s standards. “I… hesitate to say it, and I hope you’ll bear in mind that I say this in confidence, but I must admit that I used to be afraid of the big city.”

I raised an eyebrow as I mopped up some stray grains of rice with a chunk of eggplant. “Theriouthly?”

Rarity nodded. “I was afraid of failing. The thought of being so close to my dreams and not attaining them was more than I could bear. So instead I carved out my little niche in Ponyville, and in retrospect it was an excellent decision. The Carousel Boutique has served as a home base from which to branch out into bigger things. My work is known and respected in Canterlot and Manehattan and… well, I must say I’ve rather proud of the little galleries and music clubs that have been popping up in downtown Ponyville the past few years. I sometimes entertain the conceit that I’ve been influential in the growth of the Ponyville arts scene. Though I think that Twilight’s presence has had more to do with that than anything else. Artists need patrons, after all, and what better patron than a princess?

“There’s another reason I’ve stayed. But before I tell you, you must promise never to tell anyone else. Especially Applejack.”

“Croth my heart.” My tummy was suffused with the warm glow that comes from being full of good food. Even better, Rarity was confiding in me! It made me feel special.

Rarity took a deep breath. “I’ve found, having spent some time there, that I don’t share the values of the big cities. I’ve met many wonderful ponies in Canterlot and Manehattan, but I’ve also found that the fashion world is full of ponies who are only interested in what other ponies think of them. It has its share of backstabbing cutthroats, as well. I admit, I still long for fame and fortune. But I was raised with simple values of honesty and hard work, and I’ve been most happy when I’ve stuck closest to those values. No matter where I go, I’ll always be a Ponyville filly at heart.”

“Whoa.” Rarity was such an awesome pony!

“But again — not a word of this to Applejack. Ever. I would never hear the end of it.”

I ran my hoof in front of my lips like I was zipping them shut.

“So. Dessert?”

———

We went back to her place after dinner, leaning against each other, talking and giggling like schoolfillies. I’d been so afraid that the dinner would be an awkward, silent ordeal, but Rarity had kept the conversation flowing. I felt like I could really talk to Rarity, which was unusual in my dating life. Honestly I’d never had a successful date. All my sexual experiences had been casual hookups or awkward fumbles with friends. In Canterlot, a diamond dog with a hare lip could go home with the hottest pony in the room — literally, I’d seen it happen — but true love was never easy to find.

I freaked myself out a little, thinking about the L-word so soon, but then we were in front of Rarity’s door, and the kissing started. It started as a hesitant goodnight kiss, but it felt so good we couldn’t stop. I tasted the flourless chocolate cake she’d had for dessert as I rooted around her mouth like a clumsy frat colt. Our forehooves went to each other’s bodies, stroking, fumbling, and the next thing I knew I was being telekinetically hauled through her front door. She plopped me down on four hooves, and her horn blazed as she ripped my dress from my body. I cringed at the sound of fabric tearing.

“But… the yellow one’s dress!” I stood in the middle of her shop floor, naked except for the pair of panties that held my pads in place. The whole arrangement was hopelessly sodden; I could feel wetness all the way down to my fetlocks.

“I will make her a new one,” said Rarity, magically dropping the dress behind the checkout counter. “I can’t stand to look at you in that atrocity any longer.” She stepped up behind me, inhaling my heat scent deeply. “The panties, however, are a lovely look for you.” She kissed and nuzzled along my spine up to my withers. Every hair on my body stood on end. I felt her magic gently withdrawing the pads from my panties, and heard her tossing them in a trash bin with a wet thump. She kissed the edge of my ear, teasing it with her lips, and whispered, “Maybe we can take you out in public wearing them sometime. What do you think of that, little strumpet?”

Her voice tickled my ear. I felt a fresh rush of mare goo trickle down the insides of my thighs. “Oh, Lady Rarity, I’d be tho scared.”

“Everyone would see what a sexy little strumpet you are. But if they asked, you would have to tell them you were mine, and they couldn’t have you. Can you imagine? At a crowded club in Canterlot? In Ponyville, ponies still try not to stare. But in Canterlot… oh, you’d be the center of attention. All those eyes on you. Objectifying you. Staring at your perfect body. Especially at how your panties set off your trim little derrière.”

She slid her hoof across my belly, down between my legs to play with my teats and the hem of my sodden panties. She tugged the hem up my belly, rubbing it against my nipples, and tugging the crotch in between my hot, puffy pussy lips. “So, what sort of panties would I have you wear, hmmm? Sexy silk ones like these? Cotton panties like a little filly would wear? Or maybe a little thong that covers almost nothing, and is just there to show what a little… what a little slut you are.”

I shivered. She hadn’t used any really bad words with me yet. At least, not ones that have been in common use any time in the past 200 years. Part of me hoped this didn’t become a regular thing, but another part of me — specifically the part at the back that was having wet silk rubbed against it — was thrilled. Rarity could call me whatever she wanted to.

“It’s funny,” said Rarity, turning back to look at my face, using her magic to grind the panties against my clit. “If a pony walks into a room naked, no one cares. She might get an admiring glance or two. A pervert might sneak a peek under her tail, perhaps. But for the most part, ponies will deal normally with her.” The cloth enveloped my clit, working its way under the hood, molding itself to my tiny nub perfectly. Rarity had exceptionally fine control of her magic. My knees began to wobble.

Rarity gave me an affectionate kiss and nuzzle, then walked past me. At some point she had rolled her little blue dress up to her little saddle-belt. Her rump was bare. I stared at the way her triple diamond mark moved with the muscle and fat underneath it as she walked. The scent of her musk wafted towards me from under her lifted tail. I leaned forward, hypnotized, trying to get a better smell, and got a magical spark on my nose for my trouble. “Only with permission, darling. Now, where was I? Oh, yes. And of course, if that same mare walked into a room in a magnificent dress, everypony would be struck by her beauty. At least, anypony worth talking to.”

The panties were moving against me, rubbing my clit — slowly, so as not to give me fabric burns, but firmly. Hot pleasure was building inside of me. I was afraid that Rarity would punish me if I came out of turn, but I couldn’t find the voice to ask her to stop. It felt too good! Rarity was still talking. “But if that same pony walked into the same room dressed, for example, in a pair of pink silk panties with lace on the edges” — she tugged sharply on the top hem of my panties, wedging them in between my flanks — “it would create quite a sensation. It would be viewed as provocative. Indecent. Sexual. In some parts of Equestria, she might even be arrested. Though certainly not in Canterlot.” Rarity was standing behind me, presumably watching as she magically molested me with my own panties. “How does thinking about that make you feel, little strumpet?”

“Like I need to come, Lady Rarity… so badly,” I groaned. My heart was hammering. My pussy burned. I was so close, struggling to hold back.

She tugged sharply at my panties again, yanking them painfully against my pussy. I yelped, and only barely managed to will myself not to come. Rarity was teaching me how good a little bit of pain in just the right place could feel. “You will come when I say you can come, strumpet.”

“Pleathe, Lady Rarity! Pleathe!”

I felt her lapping at the soaking wet cheeks of my rump. Her tongue slid back and forth between my fur and the fabric, savoring the contrast in textures. “Patience, Frazzle. Patience,” she mumbled in between licks.

I bit my lower lip and squinted my eyes closed. My head was spinning.

Rarity licked my clit through the panties. I was shaking, gasping, out of my mind with lust. “So what do you say? Shall I take you to Canterlot dressed like this one day? Be honest, you will not be punished for saying ‘no’.”

“Yes. I want it so bad! Pleathe!” I’d have agreed to anything at that point. Hopefully we could talk it out more later.

“Then come.” She pulled my panties aside, and pushed her nose in between my cheeks. Her tongue touched my clit — so hot, so soft. The feeling was so intense that I came in just a few luxurious licks. A shock went through my body, and my knees shook, then gave way. I screamed, and fell to the floor.

“Oh dear!” Rarity dropped to her knees at my side. “Frazzle, darling, are you quite all right?”

I nodded weakly in reply. I felt calm. Warm. At peace. I felt… oh, Faust, I was crying. Crying like a crazy mare.

“Frazzle! Oh, Frazzle!” Rarity’s forelegs were around me, cradling me against her chest. “Whatever is wrong?” She stroked my mane. It was frizzy again; in all the excitement I hadn’t even noticed it working free of the product that Lotus and Aloe had labored to hold it down with.

“Why… Why me? What’s tho thpecial about me?” I sniffled, and wiped my nose. “You could have anypony in the world. Why me? I’m ugly and I have a thtupid voice and I’m boring! My thpecial gift is that I’m good at filling out paperwork! Why in the world would thomepony like you be interested in thomepony like me?”

Rarity turned my head towards her with her hoof, and smiled. “First off, darling, you are beautiful. And you have the sweetest voice I have ever heard. And you are a fascinating pony who I am absolutely dying to learn more about. But do you know what especially draws me to you?”

I shook my head no, and rubbed at my eyes.

Rarity ran her hoof over my mane. It flattened out, then popped straight back up after her hoof went by. “Because you are so very, very Frazzle. I work in an industry that is all about appearances. Sometimes I wonder if there are any real ponies in it at all. I myself have tried to replace my true self with an illusion I thought others would find more enticing. I’ve done it more than once. But even though you clearly have no confidence in yourself, you still put yourself out there every day. Your every action says to the world, ‘Like it or not, this is Frazzle Rock. You must take me as I am, or not at all.’ You are so terribly, terribly brave.”

I wiped my nose on my hoof. “You mutht think I’m thyco, though. Crying after thex.”

Rarity snorted. “Nonsense. It is a mare’s prerogative. Now, do you remember how I followed you up the stairs yesterday?”

“Yuppers. I will never, ever forget.”

“Would you like to follow me upstairs this time?”

I nodded so hard I thought my eyes might fall out of my head. So we went upstairs together. We finally fell asleep some time after dawn.