"Fluttershy, if you're going to model my new dress, I absolutely need you to hold still!" Rarity was having trouble reading the measuring tape with her model squirming so much. Strange, Fluttershy normally wasn't this squeamish about being measured. Rarity simply couldn't figure out what was wrong with Fluttershy today. Okay, so she was always embarrassed about her proportions. Unimagineable really, Fluttershy's measurements were the envy of every girl in Ponyville. But today was strange. Every touch sent Fluttershy, well, fluttering.

"Oh, I'm so sorry Rarity. I'm just not my usual self today." Fluttershy's voice barely came out as a murmur, even more muted than usual. It was all Rarity could do not to scoff, but that was why everyone loved Fluttershy anyway. Her timid, almost shrinking demeanor just pulled people in. Photo Finish ate it up more than anyone else, but the effect was undeniable. Well, so long as her designs were getting show time, Rarity had little reason to complain. Certainly, part of her wished that it could be her modeling her own clothes, but she was content with the current situation. Well, except for Fluttershy not being able to stand still.

"You simply need to calm down, dear." Rarity moved the measuring tape up to Fluttershy's breasts. This part always got a squeal out of Fluttershy. Frankly, Rarity was a bit jealous. While Rarity's own breasts were sizeable and drew enough stares when she allowed some cleavage, Fluttershy's were nothing short of mammoth. Even in those conservative turtleneck sweaters she wore, they stood out and refused to be caged. Even more surprising, they were still pert and showed no hint of sag. If Rarity didn't know any better, she would swear up and down that the things were implants. But no, they felt as natural as her own every time she measured them. Rarity knew she should have felt bad for what was basically copping a feel every time she measured, but curiosity always got the better of her.

Fluttershy sneezed as Rarity's fingers danced on her tits. More than anything else, she just wanted to go home and not be here. Not that she disliked Rarity's company, but this was so embarrassing right now. She wished she could have piped up and said something, that Rarity's touch was tickling her in a bad way, but she couldn't muster the courage to say anything. And now Rarity's hands were moving down, down, down. Fear froze her heart as she realized that Rarity was going to be measuring her hips in a moment. She had to say something now, because that was certainly going to end in disaster.

"Ummm, Rarity? Don't you think you could just use the measurements from last time?" Fluttershy's face was flushed red now. With any luck, Rarity would mistake it for simply being shy like she always was. But no, Rarity wasn't listening. The designer's hands were getting dangerously close to her groin. Even though she wore slightly baggy blue jeans today, Fluttershy could feel her pants getting slightly uncomfortable. It's not that she thought of Rarity that way, but any manual stimulation was enough to excite her after that spell Twilight had bungled last week.

"Did I not tell you that you needn't keep anything in your pockets while we're doing this?" Rarity's voice had the slightest hint of impatience. Fluttershy could feel her arms trembling. Yes, she could truthfully say that she didn't have anything in her pockets, but the whole truth was much, much worse. All she could do was bite her lip and twirl one of her pink bangs in her fingers, hoping Rarity wouldn't pursue the thought. Of course, she did. "We're simply going to have to remove whatever it is you're hiding in your pants if we're going to get a proper measurement." Without so much as a warning, Rarity's hands shot out from behind, diving into Fluttershy's pockets. When Rarity gasped, Fluttershy could have simply died of fright right then and there. When Rarity gasped, absolutely speechless, Fluttershy didn't know what to say to break the silence.

"I'm sorry, Rarity. Twilight messed up a spell last week and I wanted to avoid doing this but I didn't know what to say." Fluttershy all but murmured her apology as quickly as she could, the words spilling out of her mouth. Not really the best apology in the world. Rarity didn't seem to mind. Quite the opposite, if the way that her hands were digging deeper into Fluttershy's pockets was any indication. The designer's arms were all but wrapped around Fluttershy, holding the model in a firm embrace. Fluttershy merely squeaked and curled her shoulders inwards, trying to shrink her body as if that would somehow make all the embarrassment go away. Even through the fabric of her pockets and her underwear, Rarity's dainty fingertips were sending tickles of pleasure up the shaft between her legs.

"Now what on earth kind of magical spell could Twilight have been trying out?" Everyone in town knew that Twilight could be a little weird when she was trying out new magic, but this defied all expectations. Rarity wanted to reach for her wand, but her magical specialty did not even begin to tread in this area. "Do not worry, Fluttershy. We are friends, and I am not here to judge you. We will simply make some...adjustments." Rarity said the last word as delicately as she could, withdrawing her hands from Fluttershy's pants. It would probably calm Fluttershy to be as professional as possible, like a doctor.

"I'm so sorry," Fluttershy said with her face buried in the palms of her hands. "I just didn't know what to do." She peeped through her fingers as Rarity circled back around to Fluttershy's front. With her arms akimbo, her hair up in a purple bun, and an eyebrow raised over the red rims of her glasses, Rarity looked as professional as could be.

"No need to apologize. I will simply consider it a challenge for my creative genius." She pulled the measuring tape taut, stretching it in front of her frilly work blouse.

"Oh Rarity, you're so confident." Fluttershy's smile was hidden behind her hands, but seeing her friend be completely undaunted sparked a bit of confidence in Fluttershy too. Lowering her hands to her sides, she nodded and allowed Rarity to approach. Fluttershy's newfound spine went flying out the window the moment Rarity began to unbutton her pants. Biting her lip and scampering away, Fluttershy could only curl up into a ball and apologize to the floor repeatedly.

"Darling," the designer started. "If you'd like to go at your pace, I will simply turn my back to you and close my eyes. You may undress at your own pace, and I shall not turn around until you say you are ready. Does that sound better to you?" Fluttershy was nodding rapidly, but Rarity already had already turned around. For what felt like an excessive amount of time to simply pull off a pair of jeans, Rarity tapped her finger against her arm. Rarity finally realized that Fluttershy had actually been ready for a while; the model was simply too shy to raise her voice to a volume that was audible to the human ear.

Rarity had to hold in a gasp when she turned around. Dangling between Fluttershy's thick thighs was an uncircumsized penis. Smooth, pale, and flawless as the rest of Fluttershy's skin, it stood half-erect with a pink head poking out from the foreskin. A scrotum hung below the shaft, looking as healthy as the rest of Fluttershy's body. As unnatural a sight it was, Rarity found it beautiful. Whipping out the measuring tape again, Rarity stepped cautiously towards her friend, as if she were approaching a wild animal.

"I can't design a costume for you when you're like this," Rarity said with her hands on her hips. "Such an outfit would be simply pornographic."

"...sorry...touched me...sensitive..." were the only words that Rarity could make out from Fluttershy's mumbles.

"Sensitive?" Rarity asked with a raised eyebrow. "Dear, have you used it yet?" The way Fluttershy stared back at her told Rarity that the model had no idea what that meant. "As if you were stimulating a man with your hands, just on yourself." Fluttershy's expression remained unchanged. Did she not even know what a handjob was? "This simply will not do, darling. I'm just going to have to fix this situation myself." Rarity sunk to her knees and Fluttershy's eyes went wide in response. She tried to back away, only to realize her back was already against the wall. Planting her hands against the wall in terror, the pink haired girl wanted to scream but was unable to find her voice. She looked down at Rarity, who was giving a sly smile back as she licked her red lips. This time, Rarity's confidence was scaring Fluttershy. Her knees nearly gave out, but Rarity put her hands on Fluttershy's legs before she could fall over, giving her the support she needed to stand.

Rarity decided to start slowly. While she was working on a schedule, this was a well deserved break. With only her mouth free, she gingerly kissed the tip of Fluttershy's shaft, her full red lips giving Fluttershy's cock the lightest of touches. That alone elicited a loud squeal and sent Fluttershy's legs shaking. Rarity always had fun teasing men like this, but she'd never had a partner who was just so sensitive to everything. Tracing her hands up to Fluttershy's thighs, she began to squeeze and knead the supple flesh. Fluttershy must have liked that, as her cock was becoming more engorged, swelling up to its full length under Rarity's massage. At full mast, the thing was positively enormous. There was no way Rarity was fitting the whole thing in her mouth, but at this rate, she wouldn't need to.

The fashionista took to the length of her friends cock. Starting at the base, Rarity left a trail of kisses up the shaft. Each time her lips met Fluttershy's flesh, the pink haired girl squirmed, squealed, and shuddered. Rarity began to dab her tongue against Fluttershy's throbbing cock. It tasted like any other member, but the way Fluttershy wiggled when Rarity's wet muscle met her skin was delightful. Even beneath the confines of her sweater, Fluttershy's large breasts were jiggling with every slight movement of her body. Ready to take the fun to the next level, Rarity pushed her tongue against the underside of Fluttershy's cock and took a slow, long slurp up it, only to end by take the engorged, red head past her lips.

The warmth of Rarity's mouth made Fluttershy shiver. Her entire body tingled in pleasure. Fluttershy's nipples were becoming erect, rubbing against the fabric of her bra, which was not helping in the least. Unsure of what to do with her hands, she grabbed two fistfuls of Rarity's hair, an act which would have annoyed Rarity in any other circumstance. When Rarity's tongue swirled around the tip of the cock and slipped beneath Fluttershy's foreskin, the model clenched her fists and pulled. The unexpected roughness didn't bother Rarity, and only encouraged her to keep going. Working beneath the foreskin, Rarity tasted the precum that had already leaked onto the head. It was creamy and sweet, not unlike Fluttershy's own demeanor. With Rarity's tongue lavishing her glans and Rarity's soft lips enveloping and humming onto her cock, Fluttershy was reduced to a whimpering mess, lost in a sea of pleasure.

Rarity gasped as she pulled the cock from her mouth. Only working the tip, and she already felt her jaw being worked out. Still, she was a woman who did not leave a job half done, no matter what the side effects may be. With Fluttershy's body leaning against the wall, Rarity moved a hand from Fluttershy's leg to cup her balls. Tickling and brushing them with her fingertips made Fluttershy give out throaty gasps. Combined with taking the shaft back into her mouth, this time swallowing down a few inches. Fluttershy's cock prodded deeper into Rarity's mouth, a newfound feeling that made her entire body burn in pleasure. In an uncharacteristic display of recklessness, Fluttershy bent over and pushed Rarity's deeper onto her length. Smothered by cock in the front and a pair of tits above her, Rarity had little choice but to keep going.

Fluttershy was too lost in sensations to make much movement herself, and so the impetus was on Rarity to make the action happen. Undaunted by Fluttershy's body all around her, Rarity the shaft she couldn't fit into her mouth in one hand. Bobbing her head up and down, Rarity's mouth and tongue slurped on half of Fluttershy's shaft, her hand gently pumping the rest. Rarity was not the type for boorish deepthroating, and knew that her gentle touch was more than good enough for larger boys - and girl, now. With the way she stroked Fluttershy's balls and shaft, the model was giving out strained moans of approval, trying to stifle her voice.

The musk of Fluttershy's cock was the only thing that Rarity could smell, and it was driving her wild. If Fluttershy wasn't making use of the thing, then Rarity would. She made a note in her head to keep her schedule clear after dinner tonight. Opening her eyes, she could see the muscles in Fluttershy's stomach trembling and quivering. If Twilight's spell was supposed to make Fluttershy more sensitive, it was working. Going as deep as she could, Rarity felt Fluttershy's tip bump against her throat where she held it. With a pleased hum and a giggle, she sent vibrations up Fluttershy's shaft, pumping as she did so. She thought about how she would have liked to take Fluttershy's testicles into her mouth, but the way she was trapped beneath Fluttershy's body kept her locked into her current position.

Fluttershy was nearly biting her own lip off, trying to keep quiet. If anyone else in town heard her, she'd die of embarrassment. Rarity's wet, succulent mouth was making her feel pleasure unlike anything she'd experienced before, even compared to the one time she'd tried masturbating. The way Rarity's tongue rolled around the crown of her cock, pushing and massaging the sensitive rim, made Fluttershy's toes curl. The warmth on her cock soon turned into a burning sensation as her whimpers became more frequent. Standing on the tips of her toes, Fluttershy raised her curvaceous ass into the air and pushed her hips forward, which Rarity met with eagerness. With the strongest grip she could get, Rarity squeezed Fluttershy's shaft and balls while taking as much of the cock past her lips as she could.

Rarity didn't need a verbal warning as the first splash of cum hit her throat. Warm, thick, and gooey, it was a large glob that fired right to the back of her mouth. Normally annoyed by unwarned antics, Rarity simply hummed and stroked, trying to coax more out of her friend. She could feel the shaft throb and surge in her grasp as another wave of semen came jetting out of Fluttershy's cock, large enough to fill Rarity's mouth to capacity. Fluttershy's moans of pleasure filled the air. She let out a high pitched squeak every time another wave of cum washed into Rarity's mouth. The way Fluttershy was pushing into Rarity's throat and holding her head tightly in place, Rarity knew that she would have to start swallowing fast, lest her mouth overflow and her clothes get stained. Quickly swallowing the sweet cum, Fluttershy continued to twitch under Rarity's touch, firing glob after glob of semen into Rarity's mouth. Keeping up with remarkable speed, Rarity continued to swallow to the point where she began to feel full. The last shot of cum flowed out as Rarity swore she couldn't swallow anymore, tired from the task of trying to keep all the cum inside of her. A few drops trickled past her lips, running down her chin in a sloppy manner.

All her strength leaving her body, Fluttershy slumped backwards, sliding down the wall as her butt hit the floor. She couldn't look Rarity in the eyes, her entire face beet red.

"I'm so sorry, Rarity, I didn't mean to make you do that." Fluttershy's words came out between ragged pants, lungs still gasping for air.

"Well, what are friends for?" Realize she had a bit of cum on her face, Rarity pulled out a hankerchief and wiped it off. "It's a bit messy, but nothing I can't work through." With the same hankerchief, Rarity dabbed the sweat off of Fluttershy's forehead.

"Oh no, I mean I'm sorry about..." Fluttershy looked downwards, between her legs. Her cock, glistening from all the saliva that Rarity had left on it, was still standing as erect as ever, not yet ready to retire. Rarity had to do a double take, never seeing a cock that had ejaculated so much and still have any strength left. On the one hand, the huge beast was intimidating, almost frightening. On the other hand, work had been keeping Rarity busy for the past few months, and it had been a while.

"I'll just have to tell Photo Finish that the shoot will be a day or two late," Rarity said as she began to unbutton her blouse.