The Faces of Fluttershy: The Naughty Tails

by Tatsurou

Rating: mature
Tags: Other, Princess Luna, Porn, Fluttershy, Sex, Anthro, My Little Pony: Friendship is Magic, Soarin, Human
Length: 6453

Shameless but tasteful Fluttershy clop. Attempt made to keep in character.

Everypony knows Fluttershy. She's calm, quiet, tends to hesitate in social situations, and tends not to assert herself, except when it really counts.
Everyone has speculated about what she's like behind closed doors...and many of these speculations tend to the extreme. But the only extreme in her character is...meekness, and kindness.
This is an attempt to explore how she would attempt to explore her sexuality in character...in three of her primary manifestations: Humanized, Anthromorphic, and the adorable candy colored pony we all know and love.

Written as a gift for twow443, so he can have fun riffing his favorite pony in tasteful clop.

Edit: Will add any character tags that are involved as chapters are added.

Published 2013-05-18 09:00:02 UTC
Last updated 2013-05-29 09:12:37 UTC

Human

Human

Fluttershy shyly stepped into her room from the bathroom, her bright pink hair falling demurely over her right eye. "S-sorry I took so long, Soarin'," she said, trying to suppress the stutter as best she could.

Sitting on her bed, Soarin' was leaning back, propping himself up with his hands, totally relaxed, his shirt discarded in one corner. He smiled easily at her. "It's no problem, 'Shy," he said calmly. He gave her an appraising look, his eyes roving over her body and her two piece pajamas, yellow with pink butterflies. "You're worth the wait," he added, letting a little bit of tooth show as his smile widened ever so slightly.

She blushed at his attention, letting her own eyes wander. His well-muscled torso drew her eye, roving over his bare skin. His blue jeans fit him well, hinting at the definition of his legs. Managing to get control of herself, Fluttershy slowly walked over to the bed, sitting down next to him. "Thank you," she whispered, her voice barely audible.

His hand found hers, their fingers interlacing. His other hand lifted her chin so they were looking eye to eye. "Are you sure about this?" he asked her, concern in his voice.

Blinking her eyes, she managed to make herself smile. "Yes," she replied. "I...I want to do this."

Leaning in, Soarin' pressed his lips against hers, kissing her gently. She closed her eyes, leaning into the kiss, enjoying the feeling of his lips, the firmness of his hand under her chin, and the first hint of his taste. Shyly she parted her lips just a bit and, greatly daring, slowly began to extend her tongue. The first full taste of him as he responded in kind was more than she had expected, and she lost herself in the kiss as her tongue hesitantly responded to his sure movements. As her breath began to run out, she pulled back, gasping for air.

He pulled back from her slowly, breathing calmly. "Whenever you're ready," he whispered, smiling confidently.

Fluttershy gulped nervously and nodded. She closed her eyes to steady herself, then shifted down to kneel in front of Soarin', her hands moving to his belt as she fumbled with his pants. As she got the button and zipper undone, she reached inside and suppressed a squeak as her hand found his penis. She carefully pulled it out. "Oh...my," she breathed quietly, staring at the hard spear of flesh.

"Fluttershy?" Soarin' asked, concern in his voice.

"It's...it's so...big." Her voice got quieter as she spoke, the last word coming out as a barest whisper.

Soarin' looked at her, an almost shy grin on his face. "Really?"

"It's the biggest I've ever seen," Fluttershy said emphatically. Her voice dropped again to the barest thread of a whisper. "Not that that's saying much..."

Soarin' let off a small chuckle, raising a hand to caress her right cheek, gently pushing her hair aside.

"S-Soarin'?" Fluttershy gasped out breathlessly.

He smiled. "I wanted to see your beautiful eyes," he said sweetly.

She blushed, her face going bright red. Looking down, she stared at the circumcised dick in her grasp. Gently, she began to stroke it, moving her hand up and down its length. She watched and listened carefully as Soarin' moaned softly at her ministrations. Leaning in, Fluttershy opened her mouth and extended her tongue, giving the tip a gentle lick.

Looking up, she saw Soarin' smile down at her encouragingly, and she pushed herself to continue. Slowly, she trailed her tongue around the head, getting it nice and wet with her saliva as she heard him moan. She dragged her tongue down the length, and heard him grunt deep in his throat. Lifting her head back up, she hesitated before opening her mouth wider and slipping his dick inside. Closing her eyes, she began to slowly move her head up and down, sliding her tongue around him as best she could as she massaged him with the inside of her mouth. She extended her hand to gently cup his balls, massaging them as well.

He suddenly let out a choked gasp as he gripped the back of her head with both hands, pressing her down harder onto his dick. Her surprised gasp was muffled by his dick in her mouth, and she choked a bit as the tip pressed against the back of her throat. A hot, sticky stream shot into her mouth and throat, and she choked a bit as it filled her. Desperately, she managed to swallow the slightly bitter cum. As Soarin' released her, she pulled her head back, coughing a bit.

"Sorry," he whispered, looking contrite.

She smiled up at him, wiping a bit of cum that had escaped her mouth off her cheek. "It's okay," she whispered. When he extended his hand, she took it, and allowed herself to be guided onto the bed. As he gently guided her, she allowed herself to be laid on her back, her pink hair fanning out beneath her. He leaned in, kissing her once more. Feeling more relaxed now, she returned the kiss with more passion and heat. As he pulled back, his hands began to slowly unbutton her top. She shivered at his touch, and his hot breath on her cleavage caused her to let out a soft squeak.

With the last button undone, her breasts bounced freely. She turned her head away, closing her eyes and blushing. Her breasts were quite large for her willowy frame - a trait her mother told her ran in the family - and had been a long source of embarrassment since her early blooming, given the merciless teasing of many of the other girls. She raised her hands to try and cover herself.

Soarin' touched his hand to her cheek, turning her to face him. As she opened her eyes, he kissed her again, gently, his green eyes staring lovingly into her own. Slowly, hesitantly, she let her hands fall. She closed her eyes as he lowered his head, then she gasped as she felt his hands on her breasts.

He caressed them gently, sliding his hands over them, occasionally squeezing lightly. Leaning forward, he began to caress them with his tongue. She gasped at the contact, the warm, wet, fleshy sensation dragging across her breast. His tongue dragged gently around her nipple. As she felt her nipples become erect, she gasped again as his mouth closed around one, and she moaned as he licked and sucked gently. After a time, he shifted his attention to her other nipple, continuing to stimulate the first with his fingers, rubbing and giving an occasional flick.

She could feel herself growing increasingly damp from her pussy, certain that by now her pajamas were nearly soaked through. Her soft moans were interrupted by a squeak of embarrassment at the thought. Soarin's hand slowly slid down across her belly, but stopped just before the hem of her pajama bottoms. "May I?" he asked softly.

Not trusting her voice, she nodded. His hands gripped her bottoms and began to slowly slide them off, leaving her glistening vagina bare to his sight. She struggled to stifle the whimper that escaped her throat. She felt his gaze on her most private of parts, and her eyes squeezed shut in further embarrassment. "Please don't stare," she whispered.

"Sorry," he replied quietly. His fingertip gently stroked her labia.

She let out an uncharacteristically loud gasp. "Soarin'!" she tried to scream, but her voice was as quiet as ever. She collapsed in further moans as he continued his ministrations, stroking her pussy firmly but gently. She let out a quiet scream when his fingers brushed her clitoris.

When his hand withdrew, she struggled to catch her breath, only to lose it when he leaned in and proceeded to lick her pussy. She gasped, feeling his long, warm, wet tongue invading her vagina, tasting her inside and out. She moaned at the feeling. "Oh Sweet Celestia," she barely gasped out, before releasing a quiet shriek of pleasure when his tongue caressed her clitoris.

She wasn't sure how long he continued his ministrations before pulling back. As she caught her breath, he crawled up the bed, positioning himself over her, looking down into her eyes. "Fluttershy, are you ready?" he asked her quietly, his breathing heavy as he gazed lovingly, longingly, into her eyes.

She raised her hands to his face. "Yes, Soarin'," she whispered. "I want you now."

Leaning in, he kissed her again, and the taste of her own juices on his lips mingled with the taste of his dick still on her tongue. Gently pulling back, he carefully positioned himself. She braced herself, and felt his dick slowly push into her vagina.

She gasped as loudly as she dared at the feeling of penetration, and winced at the slow tearing of her hymen. Soarin' paused then, leaning forward to kiss away the tears that formed beneath each of her eyes. When the pain faded, she nodded, and he pressed further into her.

She rocked her head back, moaning in ecstasy at the feel of him inside her. He moved in and out of her slowly, gently, giving her time to adjust to his movements. She clung to him, the pleasure filling her. "Faster, please!" she gasped out.

Letting out a grunt of acknowledgement, Soarin's pace increased, and Fluttershy moaned louder at the increased pressure. "Oh Soarin'!" she cried out.

He clung more tightly to her, pressing himself against the curves of her slight frame. The shift of position caused him to enter her at a slightly different angle, and she gasped loudly, her eyes shooting open at the sudden spike of pleasure. "Oh god, Soarin'! Harder!"

"Fluttershy!" he gasped out, his hands grasping her rear as he pounded into her with more intensity, only increasing the pleasure for her.

She screamed out in ecstasy, the pleasure filling her body and mind. She lost track of time as he pounded into her like a piston, her only awareness of his body against and within hers. As she felt the pleasure begin to peak, she cried out, "Soarin', I'm cumming!"

"Fluttershy!" Soarin' screamed in response.

As her orgasm struck her with shocking force, she felt his cum shooting into her, filling her womb.

Fluttershy lay on her bed, panting heavily, letting the post orgasmic glow suffuse her. After a time, she lifted her hand from her still dripping crotch and deposited the well-used vibrator in a small dish on her bedside table. She would wash it before she went to bed, once she could walk to the bathroom again. The vibrator had been a gift from Rainbow Dash on Fluttershy's 16th birthday. Rainbow had jokingly said it was obviously her first. While Fluttershy hadn't said anything about it, it hadn't helped her self-confidence any that Rainbow had been right.

Managing to get to her feet, she began to clean up. She picked up the towel she had laid under herself to catch anything that dripped so she wouldn't stain her sheets and tossed it into the laundry. She started to reach for the nightclothes she had discarded before her playtime, but then decided to clean herself up in the bathroom before putting them back on. As she carried the dish with her towards the door, she heard familiar voices from beyond her window. Curious, she crept over and peeked over the sill, staring down from the second story to the street below.

There was her friend Rainbow Dash along with Spitfire, hanging off of Soarin'. Fluttershy couldn't stop herself from sighing longingly. While she knew the that it was unlikely that her crush would be requited, she couldn't help but fantasize about the school quarterback ever since her wrong turn that fateful day had led her to walking in on him as he was changing in the locker room. The fact that he had carried her to the nurse's office when she had promptly fainted, and then stayed by her side till she woke up, didn't help matters much.

As Rainbow and Spitfire waved goodbye to Soarin' and raced off, Fluttershy couldn't help but sigh longingly once more. It wasn't as if the most popular guy in the school would even look twice at a shy wallflower like her-

Soarin' suddenly turned to look right at her as she peaked at him over her windowsill. Smiling, he waved to her.

Letting out a startled "Meep!" Fluttershy yanked her curtains shut and spun around, her back against the wall. She hyperventilated for a bit before managing to get control of herself. "He...he looked at me!" she gasped excitedly before letting out a happy squeal.

Then she realized she was still naked. She squeaked so hard in embarrassment that she started to hiccup.

Anthro

Anthro

Fluttershy slowly opened her eyes as she gazed around at her room. While everything seemed to be in its proper place, something seemed to be off. She could feel the start of a panic attack coming, but she struggled to maintain control of herself. After all, if there was something dangerous, hiding under her blankets wouldn't keep her safe. Besides, it might hurt her animals.

That was when she realized what was off. All of her animal friends were completely silent. Quickly, she tossed off her covers and leapt to her hooves, flaring her wings out as she braced herself against her nightstand with one hand. She paused then, giving her eyes more time to adjust to the low light. As she heard her door creak slowly open, she suddenly realized just how revealing her sleep wear - a rather skimpy lacey white bra with matching panties - was, and folded her wings to cover herself.

The door swung open, and a stranger stallion stepped through, walking towards her with a calm smile. She stepped back against her bed, backing away slightly. The stallion walked slowly up to her, and as he passed the window, the moonlight illuminated a familiar dark blue coat. He approached her slowly, and reached forward to gently cup her chin in one hand, tilting her head up.

As he leaned towards her, Fluttershy smiled. "Hi Luna," she said happily.

The stallion stepped back, and his form wavered. When the image stabilized, the dark blue alicorn princess stood there, staring in surprise at Fluttershy. "How didst thou know it was me?" she asked, surprise in her voice.

Fluttershy smiled. "I knew as soon as I saw that dark blue coat in a dream."

Luna blinked, sitting down on the bed. "How didst thou-"

"Luna," Fluttershy said calmly, "why aren't you using your lessons in modern speech? We worked hard on that."

Luna blushed. "Habit," she admitted. "How did you know you were dreaming?"

Fluttershy unfolded her wings and gestured at her lingerie. "I don't actually own this set," she replied, blushing a bit.

Luna blinked, confused. "But...you have been wearing it in every dream you have had this week."

Fluttershy looked away, remembering those dreams. "Well, I was visiting Rarity last week, and she thought this set would look wonderful on me. She managed to talk me into trying it on. When she suggested I imagine how a special stallion would react to seeing me in it..." She shuddered. "I didn't buy it. And...thus the...dreams."

Luna nodded sadly, resting a hand on Fluttershy's shoulder. "I understand. I have been struggling to aid you with your dreams, but I dared not enter them directly to dispel them, as I would have lacked the concentration to do so." When Fluttershy turned to her, Luna blushed. "You have a most...vivid imagination."

Fluttershy blushed at what she was pretty sure was a compliment. Then she blinked. "Wait...why are you here? And...why were you a...stallion?"

"You had been having unpleasant dreams regarding intimate encounters with stallions. While I could not enter those dreams to aid you then, I thought I might craft a dream for you where the encounter was pleasant." Seeing Fluttershy continue to stare at her, Luna looked away. "Was that, perchance, the wrong approach?"

Fluttershy blinked a few times. "Wait...are you saying you're here to...give me happy dream sex?"

Hearing it put like that, Luna's cheeks turned bright red and she could only nod.

Fluttershy suddenly hugged Luna. "That's so nice of you!" she said happily. "Devoting your entire evening just to help me, that's so sweet!" She pulled back a bit, blinking. "If possibly a bit creepy, and maybe just a bit strange...and I'm going to stop thinking about that now."

Luna stared at Fluttershy in shock. "You...are happy? Now that I had thought this through, I had thought it rather inappropriate-"

"Why?" Fluttershy asked. "You've gone so far out of your way to help me in my time of need. That's the act of a friend. And the idea can't exactly be entirely comfortable for you, either."

Luna nodded. "I am feeling most...awkward, now."

"But you still came here for me." Fluttershy looked down, twiddling her fingers. "And...I do need to find some way of banishing those nightmares. Because of them, I've been losing a great deal of sleep, and if it goes on much longer, my animal friends might suffer from it." She looked up at Luna. "I'm about ready to try anything. If you think this will work...I'll give it a try. Besides," she closed her eyes as she tilted her head with an adorable smile that made Luna's heart skip a beat, "it's just a dream, right?"

Luna smiled. "V-very well. Given that you have never dreamed of a mare, am I right in assuming you would prefer me as a stallion?"

"I-if that's not too much trouble," Fluttershy responded. "And...could we maybe not be in my room?"

Luna smiled. The background blurred along with her form. When the world sharpened to clarity, they were in Luna's personal bed chamber, and a midnight blue alicorn stallion stood before Fluttershy.

Fluttershy looked up at him. 'Wow,' she thought silently. Aloud, she said, "Umm...I'm not sure it would feel right calling you Luna when you're...like this."

The stallion smiled. "This form was not my creation," he replied, his voice deeper than before but just as soft. "I stumbled across it in the dreams of others. They called this image...Artemis."

Fluttershy smiled as she looked up at Artemis. "Oh...my," she breathed softly. "So...what should I do?"

Artemis smiled. "Just leave everything to me, gentle Fluttershy. This is for your pleasure, after all." Stepping forward, he took her into his well-muscled arms and gently guided her into an embrace, planting his lips upon hers as he kissed her gently but passionately.

Fluttershy gasped in shock at how quickly he moved, but she soon found herself comfortable in his gentle embrace. She closed her eyes, melting into the kiss, her hands resting against his well-muscled torso. She gasped again as she felt his hands begin to caress and massage the flight muscles of her back, paying careful attention to where her wings connected to her shoulder blades. She moaned against his lips, her mouth opening of its own accord. She felt his tongue slip into her mouth, dancing along her teeth and stroking the tip of her tongue gently. Shyly, she began to move her tongue with his, losing herself in the moment.

As she felt his hand caress her flank, she gasped. His fingers dancing across her Cutie Mark left a tingling shock in her, a buzzing pleasure in her mind and body. She felt him unclasp her bra, and blushed as her breasts bounced freely as it vanished in a bright blue light. She arched her back, crying out in pleasure, as his hands grasped her breasts. He rubbed his hands over her bosom, lightly brushing her fur and making her moan. His gentle caresses left her gasping for air. "Artemis!" she gasped out.

He smiled at her. "Enjoying yourself?" he asked, leaning forward to gently lick her nipple.

Fluttershy screamed quietly in pleasure. "I-it feels so good!" she gasped out. She could only moan as Artemis continued his attentions.

Artemis smiled. "I hope you're ready, Fluttershy," he whispered. He began to lick her other nipple, and used his magic to begin stimulating the other nipple, her flight muscles, and her flank simultaneously as he stroked the base of her ear.

Fluttershy screamed, the combination of stimulation pushing her to greater volume as it pushed her over the edge. She fell back against him, gasping as her climax passed, her panties completely soaked. As Artemis pushed her gently forward, she fell back onto the bed, magic making her fall and landing slow and as soft as the bed itself.

Artemis stroked his hand across Fluttershy's panties, using magic to make them vanish as Fluttershy moaned in response. "Sounds like you enjoyed that," he said with a slight chuckle.

"Oh yes," Fluttershy gasped out, breathing heavily. "It was heavenly."

"Good," Artemis replied, shifting to brace himself over her, his penis sliding out of its sheath and becoming fully erect. "Because we aren't finished." He braced the tip against the opening of Fluttershy's pussy. "Ready for the second round?"

Fluttershy took a few more breaths, steadying herself, and then nodded. She gasped as Artemis dick slid into her pussy without resistance. "Oh goddess," she breathed as the shaft extended fully inside her.

Grinning, Artemis pulled slowly back out before thrusting back in.

Fluttershy gasped. "Oh Gods, Artemis!" She desperately tried to control her voice as the thrusting continued. "You're hitting my womb!"

Smiling, Artemis' horn began to glow, and magic slowly spilled into Fluttershy.

Fluttershy gasped as the magic filled her, and the sensations doubled in intensity. "Oh gods, yes!" she cried as she hit her second climax.

Artemis smiled as he slowed for a moment. As Fluttershy caught her breath, he thrust into her once more.

Fluttershy screamed once more, throwing her arms around Artemis and clinging to him tightly. "Yes!" she screamed out loudly. "Yes, don't stop! Rut me harder!"

Artemis grunted as his pace began to increase. He pounded into her, the magic amplifying the intercourse. "Fluttershy," he grunted out. "I'm going to-"

"Yes, Artemis!" Fluttershy whispered. "Cum inside me! Fill me with your cum!"

Artemis and Fluttershy screamed simultaneously as they hit their climax together. When Artemis was fully expended, he collapsed across Fluttershy, and they gently wrapped their arms around each other.

There was a brief blur, and Luna lay in Fluttershy's embrace, breathing heavily. "So..." she managed to say, "did that help?"

Fluttershy smiled. "I don't know if it helped with the nightmares, but it felt wonderful," she insisted emphatically. "You'll probably have to check in on me tomorrow night."

Luna nodded. "Yes...I suppose I will."

Fluttershy blushed. "Say, Luna..."

"Yes?"

"Whether or not this helped..." She looked up at Luna seductively through her eyelashes. "Would you like to do this again sometime?"

Luna blinked, blushing profusely. "I...suppose I would, yes."

"That's wonderful!" Fluttershy nuzzled Luna's cheek. "But...could I ask a little favor?"

"Of course," Luna hastened to assure her.

"Could..." Fluttershy hesitated. "Could I be the stallion next time?"

Fluttershy blinked as she suddenly awoke in her own bed in her normal nightclothes. "Luna?" she asked aloud, confused.

Shadow Spell debated with himself at his post outside Luna's bedchamber. The situation was highly unusual, and there wasn't any protocol for the specific event, but in the end he decided that his Princess was more valuable than his job, and ordered the other Night Guard at post to fetch Princess Celestia. After all, it was very abnormal for Princess Luna to faint in the middle of dream walking.

Pony

Pony

You walk calmly down the road, letting your mind wander. It has been a long time since you arrived here in Equestria, and it's been somewhat difficult to adjust. However, you know beyond a shadow of a doubt that you could never imagine leaving. You've never been happier to be here, despite hurdles that taxed you to the very edge of life and sanity. You could never forget or leave behind the wonderful friends you have made here...especially one very special mare.

Walking down the path in the predawn light, you see the cottage at the top of the small hill, surrounded by a fence and various animal domiciles. This is your destination, the home of Fluttershy...your marefriend.

You still find it hard to believe that a mare as kind, as beautiful, as gentle, as loving, as adorably cute as her chose you of all people. You're pretty sure you know the kind of human you are - for one thing, a human, a different species - but she seems to see in you something you can't, and she's made it clear that she will never let you go. And you know you could never leave her if you tried. She's everything to you now.

As you walk up the path, you see - rather surprisingly - a small white bunny filling various feed trays for all the animals. This surprises you. You know this bunny quite well, and you've never known him to go out of his way for others. When he notices you, however, he demonstrates it's still him by flipping you off. He's never been happy with anyone getting too close to his Mama. Laughing to yourself, you return the avian salute.

Smirking, Angel Bunny turns up the hill and whistles. Looking up, you see a manticore glance towards the bunny, and realize that up until that point he had been staring right at you with a predatory gaze. You can't help but gulp, since you hadn't brought any of your weapons with you. However, Angel makes a few paw motions, and the manticore relaxes, shifting himself so that he no longer blocks the path. Plainly, you are being allowed entrance. Gulping, you walk past the manticore and reach for the doorknob.

The door creaks open at your touch. You aren't sure how to react here, so you pause. "Fluttershy?" you call out, concerned. Without warning, the manticore's tail smacks gently into your back, pushing you into the cottage before hooking the door knob and pulling the door shut behind you. You don't need your marefriend's talent for animal speech to catch THAT message. You progress into the cottage, wondering what's expected of you here.

The lights are all off, and the sun is not quite up, so you progress inward very carefully. Hearing the fluttering of curtains, you follow the sound to the open door of Fluttershy's bedroom, daring to glance inward.

Fluttershy appears to still be sleeping, her forehooves pulled up to her chin with her head on her pillow, her bright pink mane fanning out beneath her. A thin, bright pink robe is partially wrapped around her, hanging from her shoulders and leaving her belly exposed, coming together to partially conceal her nether regions before settling over her extended hind legs, her tail laying unmoving between her legs. Her wings are half unfolded, mantled around her fetchingly. You swallow convulsively at the sight.

"Fluttershy?" you ask daringly, just a bit louder. Unsure what else to do, you take a step into her room.

Her head moves slightly, her eyes still shut, and in the silence of the early morning the wind carries to you the sound of her mumbling your name. She seems to be dreaming about you.

Quietly you approach, reaching forward to shake her awake...but you pause. She's lying here abed while Angel feeds the other animals, and a manticore is guarding her door. Normally, she's awake at this hour feeding her animals. Following logic, you realize that she must be especially tired and that Angel set this up to give her extra time asleep. Probably trying to earn points to get more special treatment, the rascal.

Deciding not to wake her, you silently shift a chair to her bedside and sit down, watching her sleep. As you watch, she shifts a little, the robe sliding open a bit more, exposing more of her belly. Seized by a Pinkie-ish notion, you extend your hand and rest it on her belly. After all, you both enjoy it when you rub her belly, and she always says it's relaxing.

She lets out a quiet moan as you do so, which shifts into a soft whinny as she shifts under the movement of your hand, obviously enjoying the attention even as she sleeps. You can't help but smile as you continue to rub, her soft whinny of pleasure somehow sounding almost like a cat's purr. As you watch her face, your smile mirroring her own, you feel your hand brush something hard and she lets out a gasp, causing your hand to jerk.

Looking down, you see that your hand brushed against one of her teats, and the jerk has caused your hand to come to rest over her crotch, resting lightly around her pussy. Your eyes going wide, you recoil, pulling your hand back.

You turn away, feeling horrid and ashamed of yourself. You almost took advantage of your marefriend while she was sleeping! You don't know how you're going to be able to face her after this. It was an accident, but will she accept that? Can you accept that? What are you going to-

"Why'd you stop?"

That soft, kind, quiet voice freezes your train of thought. You slowly turn back around. Fluttershy is in the same position she was in before, but her eyes are open and she's staring at you, her eyes soft. "How...how long were you awake?" you ask, not knowing what else to say.

"The whole time," she says quietly, a tinge of worry sneaking into her voice.

Staring at her, you can only think of one thing to say. "Why?"

Fluttershy blushes, the pink tinge on her face making her even more adorable than before. "I went to Rarity for advice for this. She suggested that this setup would make me appear more...tempting." Her voice turns to a soft squeak on the last word as she blushes even brighter.

Your body fights internally between a sudden cardiac arrest and visible arousal. "Tempting?" you ask.

She nods. "Rarity said it might help if...you saw me like that." She's still blushing.

Hearing that the entire thing was set up for your benefit, you shelve any possibility of heart attack. However, an odd question strikes you. "What if it hadn't been me who came up?"

She smiles cutely. "Then Marv wouldn't have let them in."

"Marv?"

"The manticore. He feels he still owes me from when I pulled the thorn from his paw, so he agreed to help me with this, to make sure only you came inside today. ...and Angel volunteered to take care of the animals."

This shocks you. "Angel...volunteered?"

Fluttershy nods. "He says we're good for each other, and..." She blushes even brighter. "...and he's tired of us beating around the bush."

You stare at her, shocked. You're pretty sure what she's saying, but you are having trouble believing that it is actually happening. "Fluttershy...are you saying what...I think you're saying?"

Fluttershy looks up at you, her eyes soft. "You know how long we've been a couple. I..." She swallows. "I...I want to..." She suddenly turns around, burying her face in her pillow. "I can't say it," she squeaks out quietly. "I try and try, but I just can't get the words out..." She sniffles.

Realizing she's about to cry, you pull her into your arms. You could never stand it when she cried. "Fluttershy, it's alright, it's okay." You don't know what else to say. A thought comes to you. "Maybe...if the words are hard, you can find a way without words to say it?"

She uncurls from your embrace, locking her eyes on yours. She slowly shrugs her shoulders. The robe slides slowly - sensuously - off her shoulders, starting to slide down her body, but stops. "It's stuck on my wings," she whispers, blushing.

Smiling, you reach up and take hold of the robe, gently lifting it over her wings, sliding it off of her. She shivers, smiling, at your touch on her wings. As you let the robe fall to the floor, sliding off of her, she whispers, "That felt good."

Somehow, having removed the robe from her, her now naked body is even more alluring than ever, even though logic tells you that this shouldn't be any different from how she appears normally, when she doesn't normally wear clothes. However, as she wraps her forehooves around your shoulders and plants her lips firmly on your own, you realize that this is most certainly not the time for logic. Wrapping your arms around her, you return the passionate kiss, your hands resting on her back between her wings. Without really thinking about it, you gently rub her flight muscles.

She moans softly against your lips, and her hind legs wrap part way around your waist. She begins to grind against you, her wet pussy rubbing against your erect dick through your pants. You can't help but moan in response, your lips opening against hers. You feel the touch of her tongue on your own. Lost in the moment, you sink into sensation, letting every impossible moment etch itself into your memory. She suddenly squeaks and pulls back when your hand gropes her flank.

"I'm sorry," you say. "Did I go too fast?"

"It's okay," she says with a smile. "You just caught me off guard." Her smile suddenly becomes a bit mischievous as she steps back from you. "You know," she says, a hint of mischief in her voice, "you've seen me naked every day I've known you...but I've never seen you naked. I'd hardly call that fair." She smiles suggestively, her seductive manner belied by her deep blush at her words.

Taking the hint, you stand up and slowly remove your clothes, trying not to go to fast or seem too eager. As the last of your clothing falls to the floor with Fluttershy's robe, she is staring at you wide eyed. "Oh my," she says quietly. "Thank you, Pinkie," she whispers.

"What was that?" you ask in confusion.

"Nothing!" she says hurriedly. When she sees your look, she blushes brighter. "Rarity wasn't the only friend I asked for...advice on this, is all. I...was pretty clueless about all this, as far as taking the initiative."

"Oh," you say, not sure how else to react.

She approaches you, her eyes locked on your dick. "Now, how did Rainbow say I was supposed to do this?" she asks herself quietly. Extending one of her wings, she gently wraps the fleshy arch of her wing around you, moving slowly up and down your shaft.

You groan in pleasure at the feeling of her soft, fur covered wing wrapped around your dick. "Fluttershy, this feels amazing."

"I know," she gasps out, her breath coming in short gasps as she continues.

Staring, you remember that a pegasus' wings are incredibly touch sensitive, and realize it must feel just as good to her. Your head rocks back as you moan again.

Fluttershy continues her treatment, and soon your dick stands at full attention, a small drop of precum beginning to form at the tip. "It looks like you're ready," she whispered, unwrapping her wing from around your shaft.

"Fluttershy?" you ask quietly. "Are...are you?"

She turns her back to you, lowering her head and pushing her flank into the air. She then slowly shifts her tail to the side, exposing her dripping pussy. "I'm well past ready," she says, her voice filled with eagerness.

Stepping up to her, you position yourself carefully, bracing yourself by gripping her gently around the base of her tail as you aim yourself into her. You push slowly inside, working your way in until you're buried full length inside her.

She suddenly screams your name, her voice an odd mix of pleasure and pain. Looking down, you can see a small amount of blood from having torn her hymen, but it is mixed with another liquid you hadn't expected to see so soon. "Fluttershy? Did you..."

She blushes cutely. "I guess I got a little over excited..." she whispers.

You pause, unsure how you should proceed. "Should...should I continue?"

"Please do," she begs breathlessly.

Needing no further urging, you slowly pull back before beginning to thrust into her. The pain quickly disappears from her voice to be replaced by pure pleasure. Your own pleasure intensifies as well at the feeling of her soft folds wrapping around your dick, seeming to suck you in of their own accord. "Gods, Fluttershy," you whisper. "You feel so good..."

She lets out a shocked gasp and calls your name once more. "Yes, that's it! Please, rut me harder!"

Without even thinking about it, your pace accelerates, and you can feel your pleasure building. "Fluttershy, I think I'm gonna..."

"Oh yes!" she screams. "Cum inside! Cum with me!" She screams your name again as she suddenly clenches around you.

"Fluttershy!" you scream out, as you release fully inside her. As you climax, you lift her up, pulling her against your body to hold her tight. As the intensity of the release passes, she turns to you and kisses you again, sinking lightly into your embrace.

As you slide out of her, she turns to curl up against your chest, once more wrapping her forelegs around you.

Both of you are silent. Nothing more needs to be said.

There's suddenly a heavy thumping on the floor near the door to the bedroom. Turning, you see Angel looking up at both of you, his arms crossed across his fluffy little chest. As you raise an eyebrow at him, he pulls out a picture of a rather fancy looking salad and holds it out towards Fluttershy, tapping the picture.

You can only glare at him as you cuddle your marefriend, your lover. "Give us two hours," you say grumpily. You think that's a good amount of time for post coital cuddling.

Angel looks from you to Fluttershy, then sighs. Smiling, he taps his foot three times before hopping out the door, shutting it behind him.

Fluttershy giggles. "He says we have three."

You lie down on the bed, still holding Fluttershy close to you, cuddling her tight. "Maybe he's not as much of a brat as I thought he was," you mumble under your breath.

Fluttershy smiles as she curls up against your chest. "He also called you Dad."

You blink for a time, not sure how to respond to that. You settle for silent cuddling. That always works.