A Pleasant Surprise

by kalash93

Rating: mature
Tags: Original Character, My Little Pony: Friendship is Magic, Comedy, Romance, Fluttershy, Sex, Slice of Life, Anthro
Length: 11653

Midnight has always admired Fluttershy from afar. Now, he has the chance to be with her in an amazing night of passionate love.

Midnight has always had a crush on Fluttershy, but little did he know that she also liked him. One Saturday afternoon, she arrives at his house and invites him over for drinks. Things quickly escalate in a moment of passion. Shameless and unapologetic fluff and clop. Anthro.
Featured on Equestria After Dark on 4/19/2013.

Published 2013-03-29 19:30:02 UTC
Last updated 2013-03-29 19:30:02 UTC

A Pleasant Surprise

A Pleasant Surprise
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Midnight woke up slowly. He became aware of reality as his brain started to stir from its slumber. Before he had even opened his eyes, the first thing he realized was that he felt happy- happier than he had ever been. It was joy. It was cosmic. The second thing he noticed was that he felt warm. There was something warm and soft in his embrace, and something just as warm and soft enveloped him. It moved slightly and was totally silent, save for the gentle sound of its breathing. Gradually, Midnight opened his eyes and smiled.

Fluttershy was sleeping next to him. Her beautiful, delicate, yellow body was soft and warm in his arms. Her arms and wings were wrapped around him and she bore a peaceful smile on her face. Midnight had never seen such a beautiful sight in all his years. There she was, lying naked and asleep in her bed. And to think that he had considered this turn of events impossible, even a mere twenty-four hours ago.

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Midnight lay in his apartment alone one Saturday morning. Having little better to do, he contented himself to alternating between reading comics and daydreaming. His life had honestly been rather stagnant, but the past few weeks had been unusually monotonous. Midnight was a rather timid and introverted stallion, admittedly much more than just a bit too shy for his own good. His small circle of friends consisted of others like him. Nothing ever really happened; their lives were just so dull that even Ponyville’s madness seldom affected them. He probably would have gone insane from\ the tedium if it weren't for his close friend, Pinkie Pie, whom he looked up to as something of a big sister. She could be counted on to find something fun to do, as well as cheer him up when life got too tedious. Then of course, there was his longtime crush on Fluttershy. What words could he use to describe a mare like her? She was his dream mare; beautiful, graceful, kindhearted; she was the most amazing mare he'd ever met. But really, who was he kidding? She was way out of his league. She was also several years older than him. A timid, short, little, wimpy, stallion like him didn't have a chance with a mare that perfect. Not that any mare would give him a try. He himself was too much of a milquetoast to have any appeal or make an effort, anyway. He had been her friend, but that was years ago and they had long since drifted apart. He had scarcely seen or heard her since.

The quiet solitude was broken by a faint knock at the door. It was so faint that it took a few seconds for it to register with Midnight that it was indeed intentional. Expecting it to be Pinkie Pie coming over to invite him to another antic or prank him, Midnight got up and went to answer the door. As he swung open the door, he was surprised to see Fluttershy standing there wearing a yellow sun dress with part of the back removed to allow for her wings. No way! Wait, Fluttershy? Why was she here? The dark blue stallion blushed furiously and almost did a double take. He stuttered, “F-ffl-flu-fluttershy! What are you doing here?” He leaned against the wall, trying to look cool, but he failed and collapsed in an awkward heap.

A squeak issued forth from his angelic visitor and she rushed to his side. “Oh my, are you alright, Midnight?” That angelic voice instantly melted away the bruises on his body and his ego.

He started to stand up. “I’m okay.” Surprisingly, now that his initial shock was over and done with, it wasn’t any harder to talk to her than it was to talk with any other pony. She helped him stand. Her hands had a grasp that was soft yet firm. It was tender, almost loving- the kind of touch he wouldn’t mind having when he wasn’t feeling good. Her warm, soft flesh pressed against him, causing Midnight to blush even harder. Once he was back on his feet, he nervously replied, “Thanks, Fluttershy.” She smiled and turned away from him.

“Oohh, it was nothing,” she coyly replied. There was a certain tension about her. Even oblivious Midnight could see it plain as the sun at high noon. But that was beside the point. Fluttershy, the mare of his dreams, had just strolled into his apartment. He had a guest and a once in a lifetime opportunity to impress her. He was terribly nervous, but there was only one thing to do. He knew that pouring somepony a drink was not only a courteous thing to do, but also oftne made them more talkative and trusting.

“Would you like me to get you anything? The kettle is going right now, so I can make you tea if you’d like.”

“You don’t have to if you don’t want to.” There she was again, being so impossibly kind and adorable.

“No, really, it’s not a problem,” he explained. The kettle started to whistle as he said this. “Please stay.”

Fluttershy sighed. “Okay.” Was she just as nervous as he was? Midnight walked into the kitchen. Fluttershy followed in her graceful way. She sat herself down on a chair and waited patiently for him. Her large, beautiful, clear eyes watched him as he performed the social ritual and poured the boiled water out into cups filled with just a pinch of fresh tea leaves. They locked eyes for a moment and he smiled at her. She gave her best reassuring smile back and nearly melted his heart.

The tea was soon enough poured and he joined her at the table.

They took their tea in the traditional low equestrian style, with the leaves still in the drink. The first few sips were an awkward, almost stifling affair. But once etiquette was satisfied, they drank in comfortable silence for a few minutes before Midnight spoke up. It was hard to break the comfortable silence, but it had to be done. It was always best to be direct and right out with these things. “So, Fluttershy,” he began, not quite finding his voice, “What brings you here?”

The yellow and pink pegasus tossed her mane. “I just wanted to talk.” She was definitely being more forthcoming than usual. A wave of curiosity filled Midnight and he struggled to maintain his composure.

“What about?”

“Um, nothing… I was just wondering if maybe, if it’s not too much trouble for you, that you’d like to some visit me sometime?”

Midnight was ready to hear anything, but not even in his wildest dreams did he imagine that he’d hear Fluttershy requesting his company. And now it was happening for real! “Of course!” He shot back more forecefully than he’d intended, startling his friend. “When?”

“Tonight, if that’s okay with you.” She took a huge swig of tea.

Midnight raised his hand up to his lips, sine cup. “Yeah, that’s cool. So I’ll see you then at your place?”

Fluttershy nodded at the dark blue stallion and drained her cup. “Yes.” She sounded much more headstrong than usual. “I’m sorry, but now I have to get moving on taking care of the animals. I’ll see you tonight.”

“Sure thing. Bye, Fluttershy.”

“Bye, Midnight.” And with that, the mare of his dreams walked out the door, brushing her arms, wings, and chest up against him and giving him a meaningful gaze as she left. It might have just been Midnight’s overactive imagination, but her hips seemed to be swaying more than usual as she walked down the hall. He caught himself staring at her fine form, torn between chaste love and lewd lust.

The day did not pass easily for Midnight, who alternated between giddy elation and anxious trepidation. He bounced off the walls like a foal in between bouts of fussing obsessively over his appearance. He worried if his mane would stay straight, if his body stank, if his coat was just the right amount of glossy, if his nails were properly manicured, and so on. He picked his best smart casual clothes and considered wearing a tie, but decided against it because he’d come off as too formal. She was still, or at least had been his friend. He wondered if he should keep his shirt buttons done or undone. He chose to keep them done up, as he had neither the physique for an exposed chest, nor did he have any fetching undershirts.

Finally, evening came and the sun began to sink. Midnight went out and got a quick bite to eat before he started off towards Fluttershy’s cottage. He knew where it was on account of having taken groups of foals around on Nightmare Night activities. The walk there was a decent length, and while the stallion certainly was very eager to reach his destination, he was in no particular hurry to do so; the night was still young and the weather was lovely. Lovingly, a gentle zephyr breeze would blow through the meadows and trees, bringing with it the smells of life and twilight while warming his body against the slightly cool air with an ethereal caress. Cicadas played a pastoral symphony. Flowers bloomed all around him and the wind had blown a multitude of petals onto the road leading to Fluttershy. He couldn't imagine a more fitting backdrop for that night.

He paused at the bridge over the stream in front of Fluttershy’s house. The whole vista really was quite pretty. Golden tears of sunlight scintillated off the stream and connected pond. Midnight looked to the now halfway-sunk sun and then to the ascendant full moon. A nebula formed a crest over the sky, an imaginary bridge between two mountains. He felt as if he had hit a turning point of sorts. If he stepped over this bridge, then there was no turning back. There was still a chance to preserve what he had right now, but there was something much greater just a couple meters away. He lifted his left foot and walked across it with his eyes shut. He opened them when he felt dirt beneath his toes. There was no turning back. He felt relieved and seized with a new determination and strength. He could overcome anything.

Midnight strode up to Fluttershy’s door and paused on her stoop. This was it, the moment of decision. The stallion knew not what awaited him behind the door, but there was only one way to find out and he had come too far to back down now. He hadn't seen her at all since the time just after he had gotten his feather quill cutie mark. Destiny called to him. There was still time to turn back, however. He could just walk away, go home, and let things stay the way they were. No, that was unacceptable. He had to go through with this in spite of his reservations. Midnight knocked on the door. Silence.

He was just beginning to wonder if maybe this all really was a mistake and that he’d better go back when he heard sounds coming from inside the house, followed by the door opening a few seconds later.

“Hi,” whispered Fluttershy, sticking her head out. “Come in, please.” He did and she shut the door behind him. He felt braver now that the choices were behind him.

“Hi,” he answered her in kind. He was somewhat stunned when he realized what it was that the mare was wearing. She was clad in a curve-hugging robe that was none too long and not too diligently tied. Her body had a nice moderate hourglass figure with a slightly thick pair of hips and a fantastic bust. Her breasts were visible, with the areolas and nipples kept just barely out of sight. She wasn’t wearing a bra. Midnight had never realized it before, but Fluttershy had always carried a subdued elegance about her. She was a tall and slender girl with large breasts, standing some noticeable inches taller than him with her pale yellow coat and watermelon pink mane atop her head and spilling down her neck, shoulders, and back. Small yet elegant wings folded against her back, concealed beneath the robe. In the dim light of the atrium, she almost appeared to be carved from pale ivory and rose alabaster. And she always had this soothingly warm, almost motherly air about her. It was unusually noticeable now because the brittle tension that he had sensed during their earlier meeting had vanished entirely. Such a beautiful creature ought not to exist in this world, let alone be known to him.

She looked him in the eyes. “Would you like a drink, Midnight?”

“Yes, please, Fluttershy,” answered the stallion, who never forgot his manners.

The mare gestured over to the next room, which contained a modest sofa with a wooden table in front of it. It was lit by windows open to the fading rays of the sun. “Sit right there and I’ll be back soon.” They went their separate ways. Midnight wasn’t believing his luck. And although he didn’t know exactly why he was here or what he hoped to do, it was okay. Fluttershy wouldn’t hurt him and it had to be something good. It was worth it just to have one on one time with her, and her sexy choice of attire was a significant bonus. The differences in their living situations pounded it into his head again that she was a seasoned, mature, mare, while he was just a young, inexperienced, colt. It didn’t take too long for the mare to come back with the drinks. She returned with two stemmed glasses and a bottle of sparkling apple cider, the good stuff from Sweet Apple Acres- probably a present from Applejack. “I’m sorry, but I don’t have anything stronger.”

Midnight just nodded and smiled at her, “It’s fine, thanks.” He had long suspected that Fluttershy didn’t drink, which made sense because pegasi weren’t famous for holding their liquor. Besides, the last thing he wanted to do was alienate himself from her.

They toasted. “To us.” Clink. They each sipped through their first glass in silence. When they ran dry, Fluttershy refilled them with feminine finesse. Presently, the night finally began in earnest.

“Excuse me, but I need to get us some light.”

“Please do. Thank you.” Fluttershy stood up and refilled her guest’s glass, bending forwards more than necessary, giving Midnight quite an eyeful. When she caught him staring, Fluttershy merely giggled, “Do you like them?” She was unreadable. Had she just tried to flirt with him?

Midnight turned beet red and almost spat out his drink. “Chto- shtosplurt kabrrrgelrgr! They’re ummmm…” He couldn’t answer this question! Say yes and he’d admit to this beautiful, innocent, pure angel of a mare that he’d been ogling her. Say no and he’d be an oblivious jerk. “Uhh, I um…” He felt himself start to become aroused. He turned pink, praying that she didn't notice.

She cut him off. “Hush now. It’s alright.” With that having been said, she walked off, shaking her hips noticeably. What was she playing at? To Midnight’s surprise and relief, she exited the room instead of just flipping the light switch. His bulge waned.

He took this time to consider her hospitality. She was an excellent host, although he didn’t know what to make of her behavior. On one level, he was most definitely appreciative of the show she’d been giving him, and felt as if he should make his appreciation clearer, or even take the initiative and do some flirting of his own. On the other hand, his luck with ladies had always been infamously rotten, so he had absolutely zero experience of any kind in such matters, nor did he have the confidence to ask or try. She was trying to pull something, but quite what it was didn't register in his mind. There was no way that she was being serious. Surely she was joking- who'd want a stallion like him? And she could pick any pony she wanted.

Midnight was torn from his ruminations when Fluttershy returned with an archaic lighting system. He futilely resisted the impulse to laugh and gawk at the quaint antique. “A paraffin lamp- are you serious? Sorry, I’m not trying to be rude. It’s just that I didn’t know that anypony still used these things.”

Fluttershy ignored his quip and did the exaggerated bending over maneuver again as she set the kerosene lamp on the table. Her robe slipped down her shoulders and she liberated her wings. She then walked around to the opposite side of the table and started trying to light it. Her pose gave Midnight an excellent view of her ass, legs, and thighs, which he had to admit, were excellent. Soon enough, she got it to light and the room was bathed in a sultry glow. Fluttershy sat back down on the couch near Midnight, noticeable closer than before- only a little less than a foot away. A wing was extended, touching against Midnight’s arm. She leaned backwards and arched her back, causing Midnight to blush furiously again. He tried to restrain himself, but he felt his erection return more forcefully than before.

An awkward silence ensued. It was broken by Fluttershy, who said something that Midnight never thought that he’d hear her say. “Um, Midnight?”

“Yeah?”

She took a sip of cider. “Do you have a special somepony?”

With any other mare, this could have easily been a loaded question. “N-no,” he forced himself to admit. His cheeks burned with shame and his ears flattened. The question brought back the age gap. He was not yet out of his late teens, but she was in her mid-twenties. A horrible knot formed in his stomach over the idea that she saw him like a little brother.

“Do you have somepony you like?”

“Yeah.” Fluttershy learned forwards, looking at him intently with her ears pricked up. Her wings were flared slightly.

“What’s her name?”

“I can’t tell you.”

“Can you tell me what she’s like?” There was no way he’d be able to hide it, but he couldn’t risk coming out and looking like Equestria’s biggest creep. Didn't she know just how awkward she was making things for him?

Midnight yawned and stretched. “Do you promise not to hurt me?” He pleaded with her. He looked down away from her eyes. Sure enough, she had crept up on him again while he wasn’t paying attention. What was going on with this mare? Why did she invite him here? What did she want? What was she trying to do? Now he was starting to get really nervous. A less naive, defeatist stallion would have already had it all figured out, but his mind wouldn't even register the possibility that a mare was genuinely interested in him, let alone trying to seduce him.

“I promise.”

The stallion heaved a great sigh. This was it. “She’s kind. she’s beautiful. She’s gentle. She’s amazing. That’s all I can say.” He blushed and looked away nervously, tousling his hair his hands. When he came back, he inhaled half a glass of cider in under a second.

Fluttershy scooted even closer to Midnight. She was now touching him. Her breasts squished up against him. She lifted her leg, granting him a superb view of her magnificent, pale, silky, thighs. She seductively whispered into his ear, “Does she know about how you feel?” He stiffened.

Midnight wanted to bolt, but for some reason, he just trusted this mare. No other girl had ever been this intimate or physical with him. He was liking it. She put him at peace, somehow, even though his shyness ought to have sent him screaming out the door. It didn’t stop him from stuttering and blushing. He felt the tightness in his pants. There was no way she didn’t notice; she could not be oblivious to what she was doing to him.

“N-n-no, sh-she d-doesn’t.”

Her arm and wing slipped around his back. A hand gentle took control of his chin. “Oh, Midnight, she knows how you feel. She’s always known.” Then, before Midnight knew what was going on, Fluttershy lunged at him. Her face was close, far too close. Suddenly, there was a new sensation on his lips. His eyes dilated. His hands clenched. His brain froze. His heart skipped a beat. He felt two pleasant warm things pressing against his lips. He thought to himself that this must be kissing. Fluttershy was kissing him and he was kissing her! He relaxed and tentatively reached one arm around her back, careful to avoid her wings. He pressed his lips softly back against hers and hummed happily.

They broke apart. Fluttershy wasn’t done with him, for she pulled him into a tight embrace, resting his head against her buxom chest. There was quiet for almost a minute until Midnight said, “You knew everything the whole time, Fluttershy?”

“Mmnn-hmm.” She nodded. “I’ve always really liked you, Midnight. It really wasn’t difficult to see how you felt about me.

“Fluttershy, what are you-” He stopped short. He felt her hand brush near his crotch.

“Shhh…:” She kissed him again, more forcefully this time and brimming with happiness. Tears of joy welled up in her eyes. He shut his eyes and savored the sensations. He could get used to this, Fluttershy’s warm, soft flesh gently moving and living against his, the good feelings coming from his lips, the contented fire crackling in his chest, and the tension growing in his loins. He heard a lusty groan come from his mare and stopped.

They broke apart, panting. His cheeks were flush with blood. He was trembling no longer with nervousness, but with longing. Her face was split into a lewd grin. A predatory look was in her eyes. The flame from the lamp danced in her eyes. She leaned back, offering herself to him. Midnight sat up, eyeing the beautiful mare before him. She was scantily clad. Just a few inches and she’d be indecent. “F-fluttershy.” She knew what her friend was going to ask. “May I?” She nodded.

Gradually, Midnight stretched out his hands. He brushed against Fluttershy’s breasts, squeezing them through the robe. They were squishy and yielded to even slight pressure. He was reminded vaguely of plush toys, or even the belly of a particularly fat cat. He gently kneaded them for a few minutes before he felt a hand press against his forehead. He glanced back up at Fluttershy’s eyes. Her expression meant one thing: wait a second. Unsure, he let her go.

The mare stood and drew herself up to her full height. Then, she brought her fingers down to the knot in her robe’s tie. With a few deft movements, she undid the knot and let the cord hang limp. The stallion watched in fascination and anticipation, but felt extremely awkward and almost looked away. He couldn't, for he was completely spellbound by the scene unfolding before him. The girl was illuminated by the flickering wan light of the lamp. Teasing phantom shadows danced all over her body and gave a surreal aura to it all.

She used her wings to elegantly open her robe in one slow, fluid, motion from the top first. Her bare breasts were wonderful to behold- large and well-formed. Then came her abdomen. It was flat and toned with just a small soft spot. The came her waist. Her crotch had only the same fur as the rest of her body, but it was of a darker color more like gold than yellow. The area nearest her pussy was completely bald, showing only the dark bronze pegasus skin. Finally came her legs. The thighs were as dainty and slim as the rest of her. Her wingspan was not too impressive, but it certainly filled the smallish room and gave her an exotic beauty.

Midnight’s eyes expanded to soak in every last glorious detail of his divine goddess’s revelation. This was his first time ever seeing a naked mare in real life. He had heard other describe it and he had seen photographs, illustrations, and films, but none of that compared to witnessing the real thing. Midnight was at a loss for words. Luckily, Fluttershy kept the situation from becoming awkward.

“What do you think?”

“Lovely. You’re so beautiful, Fluttershy.” The mare giggled and walked over to him.

They passionately kissed again. At first, he tried to avoid groping her nude form, but that proved impossible as Fluttershy flung her arms around him and vigorously rubbed her body against his before pushing him against the back of the couch and began straddling his lap. She towered over him and grabbed his shoulders as if forming a cage with her arms. His penis was rock hard. They broke apart for air. He heard a happy little chuckle when his erection poked against her. He laughed too at the awkwardness. He looked first at her breasts, then the rest of her body, and then into her eyes for permission. No words were needed. He kissed her chastely and then gingerly touched her bare bosoms for the first time.

“Amazing- they’re so soft…” murmured he. They were covered in fur softer than that what was found on the rest of the body. The area around the nipple was furless, revealing the bronze skin endemic to pegasi. Midnight’s ministrations sped up and became more adventurous as he registered the new tactile sensations. Fluttershy offered no resistance. She let out a happy squeak and began stroking his head.

Midnight rubbed his face against the mounds. They smelled good; it made him feel safe- calm. Then, almost instinctively, the stallion drew back his head, aimed at a nipple, and latched onto it with his lips. Fluttershy gasped, prompting him to stop. “Don’t stop. It feels nice.” Emboldened, Midnight suckled harder and applied his tongue to teasing the breast. He didn’t know why he did it, or how he knew what to do, but he wasn’t thinking properly. His body was almost moving all on its own while his mind languished in a dreamy haze of love and desire. Fluttershy continued to tense up and gasp as he continued his ministrations, which continued to grow more forceful and confident. His hand found her other breast and began rubbing and kneading it, his fingers imitating the actions of his tongue. His other hand went round to the small of her back and pressed into her, drawing them together. Her other hand wormed its way down to his lap. Then it began to massage the imprisoned member through the fabric.

Fluttershy’s breathing started to quicken and became irregular as the frequency and excitement in her squeals increased. Midnight redoubled his efforts, excited beyond restraint. He could feel her wetness through his clothes. Fluttershy let go of his bulge and started energetically rubbing her vulva over it. He gave a particularly fierce suckle on her breast and fiddled madly with the nipples. Fluttershy arched her back and threw up her head, squealing in pleasure. Her body convulsed and her hand found his. Her breathing came in arrhythmic, ragged gasps. POMF! Her wings started to flap about wildly. This turned Midnight on even more. He teased Fluttershy like a possessed stallion. She loudly moaned. “Yesssyesyeyay!” Midnight was about to give her breast another fierce suck and lick when he was suddenly torn from both breasts and Fluttershy clamped her mouth over his, screaming out her muffled ecstacy. She frantically kissed him, pressed against his bulge, and started jerking her hips, smearing her lust everywhere. Squeaks, squeals, and squees found their way out of her lips.

When Fluttershy calmed down several long seconds later, she was still panting, subconsciously jerking, and was bright pink from arousal. “Did it feel good?” Midnight could only guess. He had read in a book that orgasm was possible from breast stimulation, but only a minority of mares could.

Her face told the whole story. She was still panting and wheezing. She hummed an affirmation and gave him the most lovely, warm, kind, happy, smile he’d ever received. He beamed back at her and rubbed their cheeks together. To his surprise, her next words were completely unrelated. “I love you, Midnight.”

The stallion sat there for a moment, stunned. He had long fantasized about this moment, but the reality was different from fantasy. There was but one thing to do: tell her the truth. “I love you, Fluttershy.” They held each other close and tight.

After a long, intimate, silence, she said, “Let me make you feel good, Midnight.”

The stallion blushed again. A lump formed in his throat. It was inevitable that he’d need so say it at some point. “Fluttershy, I have to tell you this.” He looked into her eyes, praying that she’d understand and be sympathic. “I’m a virgin. I’ve never been with a mare before. Could we please go slowly?”

She headbutted him affectionately. “Of course, Midnight.” She caressed his cheek.

“Thank you.”

They embraced. Fluttershy whispered, “Let’s go to bed. We’ll take care of the rest then.” He nodded and off they went, holding hands the whole way. She brought the lamp with them, probably for mood lighting. Anticipation. desire mixed with dread, filled Midnight. He really was going to step into the unknown. Something completely novel was about to happen to him. On one level, he was afraid, but his instincts, heart, and brain overpowered his natural hesitancy. There was nothing to worry about. Everything would be fine. Innocence always hated things when it had to go.

Fluttershy’s bedroom was modestly decorated, but boasted a wonderfully comfortable big bed. The wonderful mare sat down on the bed and laid her body bare for Midnight’s benefit. The stallion was obviously still nervous about being seen naked. Nevertheless, he swallowed his fear.

He unbuttoned his shirt. His dark namesake coat stood out strongly from the light beige of the fabric. He wasn’t a ripped stallion; he had some definition, but it was nothing spectacular. At least his belly was flat enough. “You look nice,” said Fluttershy. “You can take it all off if that’s alright with you.”

At her encouragement, he smiled and answered, “Of course I’ll do that. One can hardly screw with clothes in the way.” The trousers came off within seconds. Again, his genitals nothing much to write home about. The mare motioned for him to come lay down next to her on the bed.

The mattress was softer than Midnight was used to and would have preferred. His body sank into the sheets and linens with surprisingly little motion transferred or noise made. The material did not stifle him and it formed to his exact shape; it was easily the most comfortable thing he had ever experienced. Fluttershy must have gotten one of those Stymphalian Swan Dense Down bedding sets. Midnight did not remain idle for long, as Fluttershy soon spoke again. “Sit up, please.” He did and found himself overlooking the most splendid, arousing sight he had ever witnessed. Fluttershy was lying down on her back, eagle spread, and giving him an extremely lusty look. He stared at her, unable to quite process it. His body betrayed him with an erection. Her blessed voice swept to his ears. “Go ahead, touch me. Explore my body.”

A sudden stab of doubt entered the stallion’s mind. “Is this really okay with you?”

“Oh absolutely. You said that you’ve never had a chance to explore a mare’s body, so please, use mine. Touch me everywhere a lot.”

And so Midnight knelt at Fluttershy’s side. He surveyed all of her before deciding upon his angle of attack. He began by placing his hands on her belly. He tentatively massaged the fur there first. Fluttershy yawned and relaxed under his touch. He was gentle and felt the rise and fall of her belly as she inhaled and exhaled. Next, he trailed his hands up to her chest. Her breasts were still amazing to touch. He teased a nipple with his thumb. The mare shuddered, which was good. But then, to his surprise, Fluttershy clasped his wrist. Midnight froze. “Don’t, please. I’m very sensitive right now.”

“Sorry. Did I hurt you?” What a stupid question, he thought to himself.

“No, it’s just too intense right now, but it’ll be fine in a few minutes. I just need some time to rest.”

“I’m sorry that I don’t know anything.”

“It’s okay. I wouldn’t expect you to know about something you’ve never tried before.”

“Thank you so much for teaching me.”

“It’s my pleasure. I’m just glad that you’re happy.” Could she be any more perfect? Midnight continued his exploration of the female form. He was careful to avoid the nipples, but that was much easier said than done. Fluttershy was very patient with him about the whole thing. She relayed various facts, tidbits, and trivia to him. And Midnight soaked up every last bit of it. He had never been more interested in learning lessons than he was right now, and he had been a serious student.

Leaving the breasts behind, he moved up to her throat. Contented purrs and hums emanated from it. Her clavicles were clearly visible in her svelte form. Midnight brushed his hand against the flesh itself. This received a happy murmur, so he did it again. She was almost like a cat. Midnight smiled genuinely.

He then cupped her chin with one hand and used the other to explore her face. The stallion knew every detail of her lovely head, from its heart shape, to her big eyes, to her dainty lips that were the same bronze color as the rest of the skin on all pegasi. He suddenly remembered that earth ponies, like him, had almost albino white skin, and unicorns had extremely dark black skin. Alicorn skin was a mystery, although the crystal ponies were all said to have pink skin. Shunting the stray thought away, Midnight shut his eyes and let his fingers do all the work. It was strange to explore another pony’s features by touch, but it was undeniably intimate and erotic. He felt Fluttershy alive under his fingers and palms. Every little detail was revealed with his caresses. She adorably scrunched and giggled a few times when the lightness of his touch tickled her. The little puffs of air cycling through her nostrils felt warm and wet. They reminded him that Fluttershy wasn’t a goddess. Instead, she really was just a normal mortal flesh and blood pony with a great heart. His fingers ran through her hair. It was soft and smelt of pine needles, lavender, and numerous other pleasant perfumes that Midnight couldn’t name. He inhaled deeply one last time and then kissed her softly on her smiling mouth. She opened her eyes gently, as if waking up from a soothing dream and gazed directly into his. There was one particular part that Midnight really wanted to explore, but wanted permission first.

He whispered to her, “Fluttershy, may I touch your wings.”

She gave him a patient look. “Of course you can, Midnight. But please be gentle.” She trusted him implicitly, as he did her. Then she looked down at his crotch. “You seem to be enjoying yourself,” teased the mare. Midnight suddenly realized that he had been sporting a massive erection since she had allowed him to start groping and feeling up her entire body.

“S-sorry!” He blushed.

“It’s okay. Would you mind if I helped you with that?”

Midnight froze again. Here it was, the offer to quit fooling around and get down to business. It had been what he both wanted and feared. He already knew how things were going to turn out, but he didn’t feel quite yet ready for that particular step. “Sure,” he replied. “Just let me finish learning your body.

His hands lightly found the nearest wing. It was a delicate thing to touch a wing. Wings were considered the absolutely most private and delicate of all organs possessed of pegasi, and for good reason. Wings were delicate, and if they were damaged, then flight would be impossible. The thought struck him that what he was doing was in some ways more intimate than sex!

The wings were a whole new bundle of sensations. The primary flight feathers were long, stiff, and coarse, but the underlying supporting and down feathers were much shorter and softer. There were also some feathers which had red stems. Fluttershy watched him the whole time with a curiously amused expression. She occasionally gasped, purred, mewled, and shuddered, but it was nowhere near as strong as her reactions to his ministrations on her breasts. Now that the initial skittishness had gone out of the stallion, he began to pet and rub the pegasus’s wings more forcefully. The mare’s face displayed little in the way of discomfort other than the occasional snag. He was massaging her just below the pinion joint with small circular motions when he caught one of those red-stemmed feathers with the heel of his hand. Fluttershy hissed, “Careful! Bloodfeathers have to be handled gently or else they’ll break.”

Midnight retracted his hands and practically begged Fluttershy, “Please forgive me. I didn’t mean to hurt you.”

“It’s okay,” she reassured him, hugging him to her chest. She changed the subject. “Why don’t I make you feel good?” He nodded at her. “Okay. Just lie down, relax, and let me do all the work. Midnight complied. He looked down his body at Fluttershy as she started by rubbing his body all over. She was forceful, erotic. She definitely knew what she was doing. Her touch was so mature, certain, and experienced. The massage presently halted and she asked him, “Ready?” He was fully erect. His penis stood at attention. He was suddenly afraid that it was inadequate, but kept silent to avoid ruining the mood. She gripped his erection. Ponies didn’t get fur on their hands, so he got the novel sensation of skin on skin. She tugged a few times, making sure that he was really hard. This was the first time a mare had ever touched him in that way and it felt nice.

Another wave of reluctance came over Midnight. However, he had every intention of going through with it. “Ready.” He tensed slightly as Fluttershy’s lips approached his head, pursed, and then opened. The head of his dick vanished into her mouth. This wasn’t so bad.

WHOA! He almost bolted as he felt something warm, wet, and wriggly close around his shaft. His hands slapped to Fluttershy’s forehead. The mare looked up at him, concern in her eyes. She looked unimaginably lewd with his dick in his mouth. He swallowed, adjusting to the new feelings. “I’m okay. it’s just that I wasn’t expecting… that. Gah, this is going to take some getting used to. Sorry if I make this hard on you.” Damnit, why was he apologizing? He collected himself, gradually relaxing and acclimatizing himself to the feeling of being in Fluttershy’s mouth. When he felt that he could take it, he urged her on, “All ready now, I hope.” Wordlessly, Fluttershy restarted the blowjob. It was working much better now that he was relaxed.

The mare’s tongue licked all over his head and shaft. She moved her lips and applied all the spit she could. His dick felt very wet. She drew her head back and then suddenly took his whole length through her lips. Midnight tensed and jerked a little bit. He winced when he felt himself brush against her teeth. Fluttershy seemed to understand that she couldn’t give Midnight her usual attention, so she slowed down and was more gentle. She didn’t suck as hard as she had been doing earlier. The stallion noted her taking more care as the pleasant feelings in his loins rather quickly accumulated. This was his first blowjob, so he logically assumed that he wasn’t going to last long. He lovingly patted Fluttershy on the head and ran his fingers through her hair.

Soon, Midnight felt that familiar ache in his cock. He shivered slightly from the pleasure. He was going to come soon. He looked Fluttershy in the eyes. She seemed to have already known without being told, and so she redoubled her efforts. His orgasm was almost upon him. “Fluttershy, I’m about to”- A particularly enthusiastic suck and lick on his cock made him gasp. It felt so good; just a time bit more and he’d be there. He balled the sheets in his hands. “I’m gonna cum!” The moment before he hit his climax, fear suddenly struck him. What if it was too intense? That line of thought was wiped from his mind along with most other things as he really did reach orgasm.

It was intense. His cock felt like it was exploding pure ecstasy. He clamped his hands around the back of Fluttershy’s head. She purred encouragement as his hips bucked upwards into her mouth. She bobbed up and down rapidly on his twitching cock, vigorously licking and sucking. The first spurts of semen erupted from the tip in orange hot ecstasy. Midnight’s dick jerked all over inside Fluttershy’s mouth. He didn’t care- it just felt so good. His body trembled and his hips thrust upwards into her mouth on their own. She gave another lick to the underside. “Too… much…!” He groaned. Lewd vocalizations escaped him and he couldn’t stop them! He was losing control in a tsunami of pleasure and it was terrifying! Delirious and afraid, he seized Fluttershy’s head in his hands and locked his trembling elbows. Instinctively, he forced her to take all his length. More grunts escaped his lips as his orgasm ran its course and eventually petered out. Fluttershy continued to send spikes of bliss to his brain with masterful motions. This continued until Midnight had spent himself and he went soft. Fluttershy swallowed all of his ejaculate and finally released his limp penis. He heaved a massive sigh of relief as she did this before she lay down next to him and ensconced him in her embrace.

He heaved again, panting from the experience. His hot, sweaty body had to rest before he could even speak. The sexual haze had to clear from his mind before he could think. After a while, he breathed, “Thank you… That was… intense…”

“You’re welcome. I’m glad you enjoyed it.” She swallowed again and then kissed him lightly on the cheek.

Another one of his stupid questions wormed its way into his head. "My dick... is it small?"

Fluttershy gave him an understanding look. "Oh no, you're not small. You're roughly normal length, but have bigger than average girth. And that's what counts for pleasing a mare. In fact, I think that it's painful and uncomfortable to have one that's too big. You're just perfect." He laughed in joy. They lay like that for a while, just enjoying each other’s touch, company, voice, and warmth.

This went on for more than an hour until Midnight asked, “Can I please touch the rest of you, Fluttershy? I want to make you feel good, too.”

The gentle older mare smiled at her cute younger lover. “Touch me, Midnight. It’s fine.” He immediately got started on her lower abdomen below her navel. After a brief tummy rub and tickle fight, he brought his hands lower down to her pubic region. The fur around her vulva was softer than it was elsewhere. It was also a darker gold color. The area immediately around the opening was completely hairless. As much as Midnight wanted to feel up this part of Fluttershy, he wanted to explore the rest of her before he went in for the kill. His fingers brushed by the outer labia. “I’m sorry, but you’ll have to get me wet first before you can do anything down there. Doing it dry is painful for both the guy and the girl.” He nodded and shifted his attentions even lower.

Her hips and thighs were just as lovely as initial inspection had led him to believe. He instructively rubbed her thighs. She responded to this, giving an aroused squeak and kissing him. He gave her great big, hard strokes with one hand while the other worked her breast. She reacted enthusiastically and kissed him hard. Her lower body began to subconsciously writhe and dance.

Midnight felt a warm hand enclose his own. Fluttershy was dragging his hand away from her thigh and bringing it towards her pussy. She looked into his eyes and nodded her consent. Midnight gently moved his digits over to her slit. At first touch, it seemed almost uniform, save for a bump up top. He extended his index finger and pressed down upon the slit. Amazingly, it yielded and he found his finger in a shallow, wet channel. Fluttershy took control of his hand again. She guided it to a spot lower down along the opening and pushed him into her. A look of confusion spread across his face, but was soon replaced by a happy grin as Midnight explored inside of his beloved Fluttershy. “Gentle,” she warned when he tried to suddenly jab his finger in roughly.

So this is a pussy, he thought. It reminded him of the interior of her mouth, only without teeth and it was a continuous soft surface that would feel fantastic on his penis. Hell, it felt damn nice on his finger. He would push in and it would soak up the impact, yielding easily. But it would also push back against the digit. It was like a muscular barrel. As the stallion grew bolder, he started to add more fingers. The second one he added to his ministrations made Fluttershy react lustily. She let an adorable squeak as he renewed his attention and hit on a somewhat rough patch not that far inside of her on what he would call the front wall of her vagina. She spoke again. “Most of our pleasure comes from the clit. Please, rub around mine with your thumb.” She pointed it out as being the buttonlike thing he had seen earlier high up on the outer slit. Now, however, the whole thing had bloomed open just like a flower. “Please”, she added, “don’t do this with sharp nails; it’s painful.” He nodded. A strange fragrance assailed his nostrils. He didn’t really like it, but it made him seriously aroused.

He pressed on her clit with his thumb and began to vigorously rub the area around it. Fluttershy gasped. Success! Midnight continued to also work his middle and pointer fingers in and out of her pussy. Soon, he had a rhythm built up and Fluttershy was bucking back against it. One thing he hadn’t expected, however, was for his hand and fingers to be feeling tired, especially this quickly. He didn’t normally use those muscles. He persevered and started playing with Fluttershy’s nipples again.

It took several minutes, but soon enough, the stallion could tell that the mare was getting close. Her breath came in ragged gasps and she was making more noise than ever. Her pussy grew wetter and hotter as she got close. He felt himself start to get hard again. It was very tempting to just take her right there and rut her, but he could wait his turn. He wanted her to feel good. Suddenly, with one final effort, she started to convulse uncontrollably. She squealed her climax. Midnight watched her frantically thrash and buck her hips, calling his name. He hugged her tight, not stopping his ministrations, although it was almost impossible to track where to touch when he couldn’t see what he was aiming at and it was darting around like a parasprite at a buffet. He felt the muscles in her pussy contract around his hand.

After she calmed down, he pulled the drenched appendage out of Fluttershy and looked at it. It smelled funny, but he gave it an instinctual lick. It was mostly flavourless, although it distinctly tasted like sweat and something else. Honestly, it was kinda nasty and stunk oddly. Midnight focused his attention on holding Fluttershy, who was sighing happily into his chest. He wasn't sure if cuteness could cause heart attacks, but if it did, then it was a miracle that he had so far survived that day.

They cuddled for a few minutes. He could have gone on for far longer if not for what she did next. “Midnight?”

“Yes, Fluttershy?”

“Would it be okay with you if we had sex now? I mean, your body seems eager to go and I want you inside me.”

Midnight knew that he miraculously was already hard again. It was time to have sex. He could now go ahead without fear. “My body is ready.” They both chuckled. He lay down on his back. Fluttershe propped herself up on her elbow and turned over onto her side to face him.

“Do you really want to, Midnight? I mean- I don’t want to make you do something you want.”

“Fluttershy, I love you and there is nopony else in all Equestria I’d rather give my virginity to than you.” He kissed her. They held it deep and long while she got into position. Midnight felt her leg sweep over his in. When he broke the kiss, he saw Fluttershy straddling him. She sat on his upper thighs, just below his groin. Her skin was flush with arousal, much like his own. The same old doubts surfaced again. Midnight wasn’t entertaining any of them. It was time to go through with it. He was already a stallion- just having sex wouldn’t change all that much about him. He’d still be the same old adorkable Midnight. There was nothing to lose. There was much to be gained. There was nothing to fear. He loved Fluttershy. “Are you wet enough?” asked he, holding her hand.

Fluttershy reached down and rubbed her pussy. “Yes.” Their fingers intertwined. His other hand went on her thigh. “Are you ready?”

“Yeah- do it.”

Fluttershy breathed, “I’m taking the first time of a colt I met this way…” while her free hand drifted down to his erect penis and held it upright, pointing it directly at her eager vulva. Then she shifted herself directly over it and began to lower herself little by little. They looked into each other’s eyes. She looked down briefly to be sure of her aim. Midnight saw the tip approach the lips. It was so close. He was almost shouting with anticipation. Gradually, the gap between their hips closed and less light could be seen from between their legs. Midnight felt the head of his cock hit her moist pussy lips. She raised an eyebrow. He nodded. He felt a bit of pressure on his head, but that dissipated as he began to slip inside. His muscles clenched. Time stood still. Senses forsook him. Logic deserted him. All thought ceased. Spellbound he watched. For one brief, infinite moment, everything came to a halt as it was seared into his memory forever. Fluttershy, the softness of the bed, the color of the ceiling, the smell of the room, the shadows cast by the lamp, the songs of the cicadas, the feeling of fluttershy’s fingers – everything in his awareness was carved into his memory. He became aware of a gliding, slick, warm, sensation as Fluttershy sank slowly and gracefully onto his cock. Just before he was all the way inside, he realized something: it felt amazing! He gasped. She took him in all the way. They exhaled together.

It was happening! Something that he had fantasized about since colthood was finally happening! “Fantastic…” He breathed, his cheeks bright pink. Fluttershy gave a satisfied sigh and began to move slowly up and down on his erection. Wet. That was the only way he could describe it. It was wet and wonderful. While it didn’t cling to every surface of his dick, it provided that wonderful, indescribable feeling of pleasure. Fluttershy bent down to kiss her stallion. She wrapped her wings and arms around him and continued to pump her hips methodically up and down. He threw his arms around her and hugged her close. This must be heaven, he thought. He smiled broadly and let out a blissful moan. It was all so perfect. His heart felt like it could explode from happiness. They did it slowly for a while until Fluttershy changed her method. She used a thrusting motion, sliding her hips on a path almost parallel with Midnight’s body. It made the sensations less intense for him, but enabled for him to last and enjoy the act for longer.

Fluttershy kissed him. “Do you like this?”

“It’s amazing.” She kissed him again, playing on his lips with her tongue.

“I’m glad.” She broke the kiss and sat up, revealing herself to him. She grunted carmally, punctuating the erotic, primal, sounds with a sharp jerk of her hips. Prompted by instinct, Midnight started pumping his hips up into Fluttershy. His initial thrusts were awkward, but they felt great and Fluttershy hummed her satisfaction. Then, seeking to bring greater pleasure to the mare, Midnight drew back his hips, preparing to slam back up into her, when suddenly, he slipped out of her.

He looked away, half in embarrassment and half trying to hide the laughter creeping across his face. “I’m sorry.”

The mare looked at the stallion understandingly. “It’s okay. Sex takes practice. Just catch your breath and we’ll get started again, if you want to. You like this, right?”

“Oh, Fluttershy, this is the most amazing experience I've ever had. Thank you so much!”

She just blushed and smiled coyly. She was just too adorable when it was her turn to be flustered. She reached for his penis again and reinserted it, wasting no time in getting him fully inside her. The second time wasn’t quite so intense or passionate at the first, but it still felt absolutely euphoric. “Now control yourself, alright,” Fluttershy instructed him, shaking her hips, inducing a small spasm of pleasure in his groin. He nodded. “Good.” She nuzzled his chest and he stroked her neck, kissing her hair and face. “I’m so happy…”

He hummed as they began making love to each other. His eyes remained transfixed, staring at the point where he and his beloved Fluttershy became one. The initial tense pleasure did not last long with Midnight. He’d read a lot of books about sex, so this wasn’t unexpected. It still was wholly unlike anything else in his life had ever prepared him experience. He was careful, but even then, he still slipped out of Fluttershy several times, but he went back in right away before they had to stop. His thrusts were irregular and jerky- unrefined. He’d get better under his lover’s tutelage. He was looking forward to that.

The stallion’s gaze drifted up along the mare’s body. A new excitement seized him. He had never felt so aware- so alive. His limbs shook with excitement. He had to touch her, hold her- claim her for his own! His hands wandered all over her front. The sheer number and variety of intense sensations made his head spin. His mouth hang open as his body was simultaneously relaxing and tensing while his mind remained acutely aware of everything that was going on, even as his faculties were somewhat blunted by the haze of lust. He grabbed ahold of her sides and held her. She felt so undeniably alive in his hands. He dug in with his fingers and thrust harder into her pussy. The flesh writhed and moved. The skin perspired, becoming slick in his grasp. Erotic sounds escaped from her throat. He saw her breasts, irresistible and hanging off her chest. He reached up and grabbed them, taking one in his hand and the other on into her mouth. Fluttershy moaned louder. He was getting closer. His entire body experienced a tremor as a wave of pleasure radiated throughout it.

He tongued the nipple again, subconsciously matching it with the rhythm of his hips. He felt another hand clasp his own and guide it lower down. He understood what she wanted. He suddenly felt bad for not remembering her pleasure. Furiously, he began teasing and playing with her clit. Instinct drove him. He didn’t rationalize or consider his moves. He just acted. “So this is what it feels like to be an animal,” he mumbled incoherently. Bestial instincts drove him further. It just felt right, so he pressed on ever harder and ever faster, thrusting into her at an increasing tempo. Sweat came from every pore in his body. He was hot and tired, but he didn’t care. Nothing mattered but sex. Nothing else mattered but this mare he was rutting.

His breathing started to become faster and irregular. He heard it becoming more ragged. He was starting to feel really good. He gazed up lovingly at his mare. “Fluttershy, I’m getting close…. Are ya gonna cum, too?” His body already knew the answer. Her pussy was starting to clench more aggressively around his cock. It was trying to get him to spill his semen. He couldn't resist his lover much longer.

“Not quite yet, Midnight. “My back… massage it hard.” She was getting close as well. Another spasm of pleasure wracked the stallion’s body. She kissed him with desperate passion, pinning him to the bed and taking control. He hips pounded against his own. Midnight started clawing at her back with his trim nails. Fluttershy hissed in pain at her lover, “Not scratch- massage.”

“Sorry.” He winced as his cock started to become very sensitive. The stallion took his fingertips and started to vigorously rub them against her back and shoulders as if she were a cat. She squeaked, so he kept it up and savored the unique feeling of pressing hard into a mare’s fur. He could feel his balls tensing up, getting ready to release their sperm. A sudden realization jumped to the front of his mind. “Wait- I could knock you up. What if I get you pregnant?”

She looked at him as if he has just said something extremely mature and considerate. “It’s okay, Midnight. I’m not in heat. You can’t get me pregnant now.”

Another question leapt to his tongue before he could stop it. “Do you want me to cum inside?” He felt stupid before he’d even halfway finished saying it.

She smiled at him understandingly. “Of course. I want you to cum inside me. Deep and hard inside me. I want you to feel good.” She became delirious as her pleasure increased and she neared her climax. Numerous erotic shouts, squeaks, squeals, and squees tore from her lips in a growing deluge of excitement. It sounded like bad porn dialogue.

Midnight’s hips bucked again without his bidding. He couldn’t stop. He wanted it to go on, but his instincts propelled him forwards. He needed to feel her warmth when he came.“Hold me.” Fluttershy wrapped her wings around him. They hugged each other tightly with their arms. They were both so close now. He felt like his cock was going to explode. "Fluttershy, I’m gonna cum. I’m gonna cum, Fluttershy!" His slick fingers desperately assaulted her clit. He suckled ravenously at her teat. His cock twitched and his arms trembled. They were both at the edge of ecstasy and running at it at full steam. They kissed. Then, the inevitable happened. The fantastic pleasure building in his loins exploded. He tried to avoid screaming, but his speech turned into strained, hoarse, shouts of pleasure. "FLUTTERSHY!” His mind went blank. White hot pleasure flooded his consciousness, consuming everything except for his body and his mare. Quaking, his orgasm smashed him like a sledgehammer.

He remembered hearing Fluttershy crying out to him in bestial ecstasy. “Cum- release it inside me, Midnight.” And just seconds later, “MIDNIGHT!” He felt pulses of indescribable orgasmic pleasure coarse throughout his body. His hips bucked uncontrollably as he hoarsely grunted his ecstasy. Torrents of cum erupted from his cock. He released so much so rapidly that it was slightly painful. Fluttershy released a pure, high, peal of euphoria and pounced on his lips, kissing him ferociously. She shouted her orgasm into him as her pussy went wild, spasming and clenching around him, causing him to lose his mind under the orgasmic flood. Cum continued to be violently fired from his erection, each blast filling Fluttershy with what felt like gallons. He could feel that she was already filled to brim, but still he kept cumming, pumping more and more into her. He instinctively held her as close as possible, thrusting as deep as he could and holding it there. Everything whited out in orgasmic ecstasy.

“Unbelievable,” breathed he, as his orgasm finally started to subside. His and her movements became less shaky and more lethargic, even as Midnight continued to empty his balls into Fluttershy. Eventually, they were just grinding against each other. Midnight felt his erection soften, but his dick kept twitching and semen continued to be expelled from the tip. He felt the fluids leaking out around him as he finally went soft and withdrew entirely from his mare.

Midnight vaguely remembered holding Fluttershy and kissing her afterwards. “I love you.” She got off of him and laid down beside him, shrouding them in her wings.

“I love you too,” she replied. They were silent, basking in their shared warmth and bliss. Suddenly, Midnight became rather acutely aware of something wet dribbling down onto his leg. He checked with his hand and found his fingers become sticky. He chuckled.

He laughed, “I’m still leaking!”

Fluttershy replied with a grin, “I know. It’s getting all over me.”

“Sorry.”

“It’s okay. I really enjoyed myself, too. Sex is always messy, especially when it’s done right.”

They chose to ignore the growing pool of spooge and bask in the afterglow. They held each other close, stroking each other’s bodies. Midnight was strangely silent. Truthfully, he felt like he needed to be alone in silence and think. That struck him as odd. He had just lost his virginity in a moment of beautiful passion and romance with a beautiful mare he truly loved. He ought to have been happy. Instead, he felt a kind of melancholy grip him. Perhaps melancholy was the wrong word. It was just… numbness. His brain needed to cope with all that had just happened to him. He needed to process it. Fluttershy seemed to understand. She just let him lie there, absentminded groping her breasts, not talking, not making a sound, and not looking around.

He broke the silence. He felt it unfair to Fluttershy if he always made her speak first and if he didn’t say anything. “Thank you so much, Fluttershy. I’m sorry if I don’t say much. I’m just… processing everything. I need to reboot by brain.” Wordlessly, she listened and waited. More than half an hour passed. Slowly, Midnight’s mood turned from contemplative to cathartic. He look Fluttershy in the eyes again. “I- I really needed that,” he said. “When you and I were doing it, I felt really happy. I felt wanted- I felt loved. And ten how you held me afterwards, it made me realize something. I want to be with you, Fluttershy. Please, let me be your special somepony.” Tears of joy flowed from his eyes.

The yellow pegasus giggled and kissed him. “Okay. I want you to be my special somepony, too, Midnight.” His eyes widened and a smile flashed across his face. They kissed again, words meaningless.

After another long, comfortable silence, the stallion spoke again. “So… Why me?”

“Why you?”

“Why did you choose me, Fluttershy? You’re beautiful, graceful, kind, thoughtful, warm, caring, nurturing, and fun. I don’t understand, Fluttershy, why you’d pick me. I’m just a boring, nerdy earth pony. I’m not attractive. I’m not rich. I’m not funny. I’m not interesting. I’m a total wimp and a pushover. I’m a loner. No other mares here thought me worthy. Why did you, the most wonderful mare in Equestria, take me when they would not?”

The mare didn’t even hesitate. She looked into her special somepony’s eyes and stated with absolute conviction, “You’re a wonderful stallion, Midnight. You’re considerate, helpful, witty, supportive, loyal, and adorable. They didn’t know what they were missing out on. I got the best stallion in Ponyville to be my special somepony. YAY!” She squeed!

The stallion’s eyes narrowed as he suddenly began to realize something: Fluttershy had liked him the whole time! He had to ask. He had to know. “Fluttershy, for how how long have you liked me?”

“I’ve always liked you. I liked you from the moment I first talked with you all those years ago. Do you remember?”

“I remember it perfectly. It was my first day at Cheerilee’s schoolhouse. I was standing there all by myself at recess. I was new in town. You came over and talked to me.”

“I couldn’t just leave you all alone. I just knew that you needed a friend and to be shown a little kindness.”

“I remember. I didn’t see you the next day. I was pretty down about it. Cheerilee told me that you were a volunteer from Cloudsdale, which was why you’d only be able to come around occasionally. And you did. I saw you every time you came. We had such fun together.”

“Mm-hmm. It was great to play with you. You were always the little gentlecolt.” She stroked his mane.

He yawned. “Yeah, until I got older and noticed the differences between fillies and colts.” Midnight stopped. This was risky. “I can tell you absolutely anything, right? And you won’t get mad or run away or hate me?” His special somepony nodded. He carried on with shame clearly written all over him, “I started to have fantasies about you. I remember that you were often working at the rainbow factory, so you couldn’t come too often.”

“I knew about all that. You were a young colt with a maturing body. I’m sorry that my job kept us apart.”

“It’s okay. We just drifted apart for several years. To be honest, I thought you had forgotten about me.”

“No. I’d never forget you.” They both smiled. “I thought you’d forgotten me.”

He cupped her face in his hands. “How could I forget you, Fluttershy? I love you. I have always loved you since that fateful day we first met all those years ago. You’re my one and only; my special somepony.” They kissed.

Fluttershy seemed to contemplate something for several seconds. She gazed into his eyes and put her hand over his heart. “But it was all worth the wait. Wasn’t it, Midnight?”

He knew the answer automatically. “It certainly has been worth the wait, Fluttershy.” He put his hand over her heart and felt the rhythmic thump. It reminded him that this was indeed real- undeniably real. This was not a dream of the night. This was a dream turned into reality. There was one last question. “But why now of all times?”

This one caught Fluttershy off guard. She was still cute when she was flustered. “I uh… I didn’t plan on seducing you, at least not at first. I just wanted to see if you were still in town and catch up with you later. Well, I got to your flat and I was surprised to see you had turned into a beautiful stallion.” She lowered her voice for a confession. “I still wanted to know that if maybe, we could’ve been together. When I saw you so awkward and tense, I knew what just you needed.”

“You were right.” Midnight felt his eyelids beginning to droop. His heart swam in perfect happiness. He didn’t fight back and just let his eyes shut. “I’m getting sleepy,” he yawned. “May I spend the night with you, Fluttershy?”

Fluttershy let out an adoring squeak. “Always my perfect little gentlecolt. Of course you can.”

“Thank you.” There was restful silence. Then he mumbled as if thinking aloud, “It would make tonight perfect if you could sing me that song you used to when I was young.”

Fluttershy inhaled to get the air into her lungs. Then she sang in her most soothing, loving voice, “Hush now, quiet now. It’s time to rest your sleepy head. Hush now, quite now. It’s time to go to bed. Hush, dear. Quiet, dear. You are safe and beloved here. Hush, dear. Quiet, dear. I will always be here.” She felt Midnight fall asleep and begin breathing peacefully. Smiling, she felt fatigue overtake her too. Wrapping her arms and wings around her special somepony one last time, she fell asleep with her beloved in her embrace.

Author's Note

This is my birthday piece, released two days early thanks to extenuating circumstances. I turn 20 on March 31, 2013. Thanks to all for reading! I figured that I'd try my hand at fluff and clop. So, what do you think? Please let me know. Please drop an upvote, like, favorite, or watch if you liked it. If you liked it, feel free to look at my other stories. They're right over there.
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I'm considering adding an epilogue. The epilogue will be short, but sweet and heartfelt. Let me know your feelings on it.
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Originally inspired by First Time's the Harm by Slaeynie69 Consider this the antidote to that fic. Props to him for allowing me to use his OC, Midnight.

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