It's Alright to be Bold Sometimes

Chapters

Chapter 2
Chapter 3
Chapter 1

Chapter 2

It was early evening when Fluttershy finished setting up the final touches to the bedroom. When everything was done, she sat on the floor and examined her work; Rarity had been right, placing candles around the room really made it look more romantic. Though the pegasus mare was a bit nervous about having so many tiny fires lit inside her tree house, Rarity had assured her that it would be fine and that the atmosphere would be perfect in helping her to find her confidence.

Fluttershy was just beginning to feel better when she heard the front door of the house open and close. Oh no, she thought, Soarin’s home early. She fiddled with the cord to her bathrobe nervously, drawing it tighter around her waist.

“Fluttershy,” Soarin’ called as he walked through the house looking for his fillyfriend. “Shy, are you home?”

Ok Fluttershy, remember what Rarity said: if you want this, you have to be brave and go for it. Fluttershy took a deep breath and stepped out onto the second floor landing.

“I’m up here,” she said, just loud enough for her coltfriend at the bottom of the stairs to hear her.

“Would you mind coming down for a bit,” the stallion called up to her, “there’s something important that I want to show you.”

What? downstairs, she thought, fussing with her robe again. Fluttershy looked around the room worriedly; not everything was ready yet. She still needed to light the candles and finish putting on the outfit Rarity had given her (the unicorn had helped Fluttershy put on the corset, but there were still a few other pieces that she needed to put on). Fluttershy sighed as she moved the rest of the outfit off of the bed. I'm so sorry Rarity; I know you said I needed to wear the entire outfit to bring out my confidence, but I’m just going to have to make do without it.

“Um, actually,” she replied, “would you mind coming up here first?”

There was a long pause, but soon Fluttershy heard the heavy sound of hoof steps on the stairs, and eventually saw Soarin’s head pop up over the landing, his goggles still on his head, pulling his mane back out of his eyes.

“What is it Shy,” he asked as he climbed the last few steps. He paused when he saw his fillyfriend sitting on her haunches, fumbling shyly with something in the pocket of her bathrobe. Soarin’ only had a second to register the sight before Fluttershy launched herself at him and wrapped black cloth over his eyes. “Hey, what’s going o-” He tried to get a good look at Fluttershy, but the mare wouldn’t let him. “Shy, why am I wearing a blindfold?” He made to move it away, but a hoof stopped him.

“Please, sweetie, leave it on; just for a little while.” She hooked her hoof around Soarin’s foreleg and led the now blind stallion towards their bedroom.

“But Shy, I-” the timid mare placed a hoof over his lips and kissed him on the cheek.

Fluttershy could feel her heart racing as she led Soarin’ across the room to the bed.

“Um, S-S-Soarin’,” she said, her voice fading to a shy whisper, “w-would you get on the b-bed?”

Soarin’ was confused; he was almost sure he knew where this was leading, but…no, she can’t be, he thought in disbelief, but she's never...

“Shy, really, we should go-”

“Please,” she whispered in Soarin’s ear, “please get on the bed and lie on your back.” The soft, sweetness of his fillyfriend’s voice sent shivers down Soarin’s spine.

The stallion hesitated at first, still itching to have Fluttershy follow him downstairs, but there was something about the eagerness in her voice that made Soarin’ comply, and recline on the soft mattress, still clothed in his sweaty flight suit. He barely felt any movement as Fluttershy gently landed on the bed and stood over him, but he hummed happily as she began nuzzling his cheek.

Fluttershy wasted no time in showing Soarin’ how much she cared for him by planting little kisses on Soarin’s cheek, trailing slowly up to his lips.

Without his sense of vision, Soarin’ was completely taken by surprise as he felt Fluttershy’s lips press against his. The yellow pegasus moaned as her lips sank further into her partner’s, the passionate kiss sending tingling sensations from her lips all the way down to her nether regions. Of course Soarin’ was also enjoying the attention he was receiving, albeit still feeling very confused by the whole situation.

The biggest shock came when Soarin’ felt Fluttershy’s lips leave his and begin traveling down his neck, eliciting a few light gasps from the stallion.

You can do this, Fluttershy, the mare thought as she gripped the zipper of her coltfriend’s flight suit in her teeth, remember, it’s ok to be bold if you want to. Feeling as if her heart was about to fly out of her chest, the mare slowly pulled down on the zipper. Soarin’s body shuddered as locks of his partner’s light pink mane trailed along his exposed chest. When Fluttershy reached the bottom, she let go of the little metal tab and moved back up to her coltfriend’s chest where she pulled the two halves of the suit apart, and started planting kisses down the same path she had taken just moments before.

The stallion’s chest heaved as the mare bathed it in light kisses. He tried to fight it, but there was no hiding his arousal as his stallionhood inched it’s way out of its sheath and up along his partner’s inner thigh. Fluttershy noticed it right away and gave a startled gasp as she felt it against her body, but she swallowed her worries again, and closed her eyes as she continued her journey down the stallion’s stomach. Then, with no warning from the mare, Soarin’ felt something come into contact with his member.

“Fluuuttershy, what are you - uhn - doing?” Soarin’ groaned as he lifted his blindfold and saw the timid mare with his still growing rod in her hooves.

Fluttershy opened her eyes and looked up at Soarin and saw the twinge of concern on the stallion's face.

“Oh, I’m sorry,” she said, letting go of the stallion’s dick, “did I hurt you?”

Soarin’ sat up and pulled Fluttershy into a tight embrace.

“No, Shy, that felt really, really good. It’s just I have no idea what brought this on. I mean, after what happened with our first attempt, I thought you wanted to take it slow again.”

Fluttershy looked away, trying to hide her pink cheeks behind her mane.

“I kn-know that that’s how I came off, and it’s true that I wanted to wait a little while longer, but it’s been almost a year since then, and for the past few months I’ve sort of been feeling the...urge to try again; I was just too nervous to say anything to you.” She looked her stallion in the eyes, “And I thought th-that you might be ch-cheating on m-me…with Spitfire.”

Soarin’ covered his mouth to stifle a laugh, which he quickly choked down when he saw the start of tears in the mare’s eyes.

“Wait, you’re serious; you actually thought that?”

Fluttershy nodded silently.

“What? But that’s ridiculous; what would make you think I would want to cheat on you with Spitfire?”

“I don’t know,” Fluttershy said, her voice barely above a whisper, “maybe because you two spend so much time together, and because she’s prettier than me and a much better flier too, and because you haven’t really seemed that interested in making love to-”

The stallion cut his fillyfriend off with a kiss.

“Shy,” he said when he finally withdrew his lips and started running a hoof through the mare’s beautiful pink mane, “I love you; I love you more than I’ve loved anypony before. The only reason I haven’t made any moves before was because, as I said when we first started dating, I never wanted to force you to do anything you were uncomfortable doing; our first time was really painful for you, so I thought you might have been scared into not wanting to try again.” He gave her a heart-warming smile. “And you have to believe me when I tell you this, Shy, that you are far prettier, and sweeter, than Spitfire could ever hope to be. Yes, she may be a better flier, and it’s always been something that I’ve admired about her, but she’s just my captain; I’ve never thought of her as anything more than that, even before you and I started dating.”

Fluttershy seemed to cheer up a little.

“But then why do you have that magazine,” she asked.

“What maga…”

Soarin’s cheeks turned red.

“You, uh, found the Playcolt, huh,” he said with an embarrassed laugh. “To be honest, Spitfire made the whole team go out and buy them because she was so proud that Hugh Hoofner had done a spread of her.”

“She made you buy a copy?”

“Yup; she even threatened to make us do laps around the entire kingdom of Canterlot until our wings bled if we didn’t.” Soarin’ couldn’t help but laugh as he remembered galloping out of fear down the streets of Canterlot with his teammates to find a newsstand. “I mean, we were sure that she was bluffing, but we all knew how harsh she can be, and nopony wanted to risk disobeying orders.”

Both ponies broke out into fits of laughter.

“So then why did you keep it?” Fluttershy asked.

“Honestly? I’d forgotten I even still had it until I was packing my stuff before the move and found it stuffed under my bed. I was going to toss it in the trash, but then I looked through it, and I found something that made me want to hold onto it.”

He climbed down from the bed and walked over to the closet. It didn’t take long for him to return with the magazine (Fluttershy hadn’t hidden it well when she had brought it back up and put it back in the closet), and start flipping through it, looking for a specific page.

“There it is,” he said, pointing his hoof at an advertisement for a mane and tail shampoo. Fluttershy stared wide-eyed at a picture of a yellow pegasus mare wearing a light green dress and flashing a shy smile from behind her long pink mane.

“That’s me,” she said, still looking at the picture in disbelief.

“It is,” the stallion said. “I know it’s stupid, holding onto something like this when I’m reminded of how beautiful you are every time I see you, it’s just something I used to do back during my first years of with the Wonderbolts; whenever one of my teammates made it into a newspaper or magazine, I would buy a copy and hold onto it to commemorate the occasion. I guess keeping this Playcolt was just a little something to remind myself of how lucky I was to have met you.”

Fluttershy couldn’t help but smile at Soarin’s praise; even though she had hated almost every minute of her very brief modeling career, it made her heart soar whenever the stallion she loved said she was beautiful.

“So, feeling better now,” Soarin’ asked as he set the magazine on the bedside table.

“Yes,” Fluttershy said, “I’m sorry I was so paranoid.”

Soarin’ gave the mare an affectionate kiss on the cheek.

“I’m sorry if I ever gave you any reason to doubt me.” Another kiss on the cheek, “And now that I know that I’ve been a big idiot in thinking that you didn’t want to, you know, do it, I promise I’ll be more attentive to your needs.”

Fluttershy laughed at the stallion as she nuzzled against his neck.

“Well, I wouldn’t call you an idiot, you just weren’t being very smart,” she joked before pulling him in for a deep kiss, “but I love you anyway.”

“I love you too.”

The two ponies lay back down on the bed, wrapped in each other’s forelegs. Fluttershy looked down and saw that while they had been talking, Soarin’s dick had retreated back into its sheath.

“Oh no, it looks like your little friend went back into his home,” she whispered, trying her best to sound alluring. “Should I see if I can get him to come back out again?” She slid her hoof down her stallion’s stomach to his privates.

Soarin’ would have liked nothing more than to sit back and let her continue her work, but he felt like he was forgetting something.

“OH MY GOSH,” he exclaimed as he jumped up from the bed, suddenly remembering why he had come home so early today.

Fluttershy gave the stallion what she hoped was a sly look. Be sexy, she thought, that’s what Rarity taught me: stallion’s like it when you’re not afraid to show your sexy side.

“Oooh, d-did that feel good.”

Soarin’ shook his head as he zipped his flight suit back up.

“No…I mean, yes, it did, but I just remembered that I have something really important that I have to show you. Come on.”

“Wha – where are we going,” Fluttershy asked as the stallion hooked his hoof around her foreleg and led her off of the bed, across the room, down the stairs, and to the front door. “W-w-why are we going outside,” she asked, letting go of Soarin’s hoof so she could draw the cord of her bathrobe tighter; she was still wearing the corset underneath her robe, and going outside would leave her feeling exposed to everypony.

The stallion winked and smiled at his fillyfriend as he held out his hoof.

“There’s really only one way to find out now isn’t there?”

Fluttershy hesitated, but smiled as she took Soarin’s hoof. With her hoof in his, the stallion opened the door and led her out into the fading twilight.

“SURRRPRISE!”

Fluttershy toppled over backwards as a pink pony rushed up to her, flashing the brightest smile the yellow pegasus had ever seen.

“Oops, sorry Fluttershy, did I over do it,” Pinkie Pie asked as she pulled her friend up off of the ground. “I was just so excited to see you.”

“That’s ok Pinkie,” Fluttershy said, “but what are you doing here…oh no, we didn’t have plans that I forgot about, did we?”

Pinkie Pie rolled on the ground in a fit of laughter.

“No silly, I’m here because your super special coltfriend asked me to be here.” The bright pink pony beamed as she gave Fluttershy and Soarin' a big group hug. “And it’s not just me; Twilight’s here, and so is Rarity, and Applejack, and Rainbow Dash, and even some of the Wonderbolts.”

It took Fluttershy a few minutes to catch up with what her friend was saying. Wait, it's not just Pinkie? Fluttershy looked around and saw that a small group of ponies had gathered in her front yard; along with her five friends stood a group of three pegasi, each dressed in the same blue and gold uniform that Soarin’ wore.

“Soarin’,” Fluttershy asked, feeling a bit bewildered, “what’s going on? What’s everypony doing here?”

The mare turned to her coltfriend who just smiled at her.

“They’re here because this is a special night, and I wanted to share it with our friends.”

“Get on with it Soarin’,” came an annoyed groan from the fiery maned Wonderbolt. “You brought us all the way from Canterlot, then made us wait for Celestia knows how long, so you better hurry up and do this before I come over there and-”

“Sweet Celestia, Spitfire,” the stallion grunted, “could you be patient for five minutes.”

The Wonderbolt captain didn’t say anything, but she sat on her rump, crossed her forelegs, and rolled her eyes in agitation.

Soarin’ turned back to Fluttershy.

“See what I mean,” he whispered.

Fluttershy couldn’t help but laugh, realizing just how silly her fears had been.

“Anyway,” Soarin’ continued, “the reason I brought everyone together is because I have something I wanted to ask you.” The stallion kissed Fluttershy on the forehead. “Do you remember how we first met?”

Fluttershy smiled; how could she forget.

“The apple pies,” she said, remembering the day:

…

Three years ago, Fluttershy had rushed down to Applejack’s apple stand to buy a pie for a very annoyed Angel Bunny, but found that she had gotten there too late; somepony else had just purchased the last apple pie. That pony had been Soarin’, who had traveled all the way from Canterlot, just for the chance to eat one of the Apple Family’s prized confections. Fluttershy had pleaded with the stallion for the pie, saying that she needed it for her friend Angel, and upon seeing the sadness in the mare’s eyes, Soarin’ offered to take the pie to her house so they could share it. It soon became a weekly ritual for the two to get together and chat over an apple pie. It was strange though; Fluttershy had never been all that interested in talking about flying (Rainbow Dash’s bragging had really made the topic quite unenjoyable to the mare who preferred to keep all four hooves on the ground), but the amount of passion in Soarin’s voice when he talked about practice, or the interesting things he’d seen while flying around Canterlot put a smile on Fluttershy’s face. The same went for Soarin’ whenever he listened to the mare talk about all the different animals that she cared for.

One day, Fluttershy was surprised to find that they had been talking well into the night and had yet to touch the apple pie in front of them. It was then that she realized that there was something special between Soarin’ and her; something that she’d never felt with anypony else before.

Since it had been so late in the evening when their conversation finally died away, Fluttershy offered to let the stallion sleep on her couch. Soarin’ had gladly accepted, thankful that he wouldn’t have to fly all the way back to Canterlot in the dark. The next morning, just before the stallion was about to take off, Fluttershy had stopped him, gathered up all of her courage and asked him if he would like to be her coltfriend. Soarin’ had smiled and hugged her, and said yes, and that he’d actually been waiting for the right moment to ask her. The two pegasi were inseparable from that day on.

…

Soarin’ smiled and nodded.

“Yup, the apple pies. I’ve probably never told you this, but when I first saw you at AJ’s apple stand, I thought you were the sweetest, most beautiful pony I’d ever seen. That’s why I agreed to share my pie with you, and I don’t like to share my apple pie with anypony.” Both ponies laughed; it was true, except for Fluttershy (and to Soarin’s reluctance, Angel Bunny), Soarin’ would never give a piece of pie to anypony. “That was the day I’d fallen in love with you, and knew that you were the mare that I wanted to spend the rest of my life with.” Soarin’ got down on his haunches and looked the mare in the eye, “Fluttershy, will you marry me?”

The stallion didn’t have to wait long for an answer; within seconds, Fluttershy’s eyes had filled with tears of joy and she tackled the stallion to the ground in her excitement.

“Oh I’m so sorry Soarin’,” Fluttershy said, climbing off of the stallion. “I just got a little carried away.”

Soarin’ looked up from his spot in the grass, still smiling.

“So is that a yes?”

Fluttershy nodded.

“Yes, I will marry you.”

Fluttershy had just enough time to help the stallion up before the two ponies were caught up in a flurry of congratulatory hoof shakes, hugs, and well wishes from all of their friends. When everypony had made the rounds with the happy couple, they broke off and began chatting happily amongst themselves.

The mare sat on the ground and watched everypony talking, all the while thinking about how lucky she was to have somepony as wonderful as Soarin’, until she was shaken from her reverie when she felt a hoof tap her softly on the shoulder. Fluttershy turned around and saw Rarity, who had come back for a second round of hugs.

“Oh Fluttershy, darling, I’m so sorry I didn’t tell you about all of this when you told me about your worries today, but Soarin’ wanted us to keep it a secret until he was ready.”

“That’s ok Rarity,” Fluttershy said, “it was a wonderful surprise.”

“Today’s certainly been a very exciting day for the two of you,” Rarity whispered as she winked at her friend. “Tell me, did your fiancé enjoy his little surprise?”

Fluttershy blushed and shifted nervously.

“Oh, um, we didn’t really, uh, get to that part yet.”

Rarity gasped.

“What,” she exclaimed a little too loudly. Rarity looked around and saw a couple of faces staring at them. She then lowered her voice and continued so that nopony else could hear. “You haven’t done it yet? Then what are the two of you doing out here; you should be upstairs in your bedroom in the throes of passion right now.”

“I know, b-but-”

“No buts, darling.” She began pushing Fluttershy towards her house. “Don’t you go worrying your feathers about it; I’ll move everypony along so you two can go take care of business.”

“Oh no, Rarity, you don’t have to-”

“I most certainly do have to.” The unicorn placed a hoof to Fluttershy’s lips to discourage any further protest. “Besides, what better way is there for you two to show your love for each other than by making love for the first time as an engaged couple.”

With nothing more than a kind smile, Rarity trotted off and began making her way around to all of the ponies. Fluttershy wasn’t sure what it was the unicorn had told them, but it wasn’t long before each pony had said their goodbyes and made their ways back into town (or in the case of the Wonderbolts, into the sky over the Everfree Forest).

“Huh, I wonder why everypony left,” Soarin’ said as the two ponies walked back into the house. “I thought we might go down to Sugarcube Corner for some cake, or pie.”

“Yeah, it’s a real mystery,” Fluttershy said with a nervous laugh. “But you can still have some pie if you’d like; I thought you might be hungry when you got home, so I went and made you an apple pie. It should be all done cooling now if you would like a piece.”

“You really are the most thoughtful mare I’ve ever met,” he said, wiping a bit of drool from his mouth. “But what about you, won’t you have some pie with me to celebrate our engagement?”

Fluttershy shook her head. This is my chance, she thought, if Soarin’ eats his apple pie now, I might just have enough time to finish getting ready. The mare slowly trotted over to her fiancé, and kissed him on the cheek.

“That’s alright,” she said. She then brought her lips to the stallion’s ear, and, remembering what Rarity taught her, whispered seductively. “I’ve got a few things that I need to take care of upstairs. But I would love it if you would come up and join me when you’re done.”

Soarin’ smiled slyly.

“Oh-ho, looking to finish what we started, are you.”

“Oh, sorry,” Fluttershy said, momentarily reverting back into her usually timid self, “I should have asked you if it would be ok first.”

The stallion brought Fluttershy’s ear to his mouth and gently nibbled the tip, eliciting a sharp gasp from the yellow pegasus.

“What are we waiting for,” he whispered after releasing her ear, “I think the pie can wait.”

Fluttershy put a hoof against Soarin’s chest, keeping him in place.

“No!" she said, "I mean, I told you I have a few things to take care of first. Besides, you’ve just come from practice and had a long flight from Canterlot, I’m sure you’ll want to build up your energy first.”

“You’re probably right,” he said, sighing in disappointment, “See you in twenty minutes?”

Fluttershy winked as she headed for the stairs.

“See you in twenty minutes.”

Chapter 3

Soarin’ sat on the couch, anxiously glancing at the clock every five seconds; Fluttershy had given him twenty minutes to eat his pie while she went up and got ready (whatever that had meant), but in his excitement, Soarin’ had gobbled down the pastry in less than five. Now he was just sitting in the living room, tapping his hoof on the stone floor in anticipation.

Come on Soarin’, you can do it, he thought as he looked up at the clock again, you’ve waited three years for this moment, five more minutes isn’t going to ki-

“Um, Soarin,” came his fiancé’s voice from up stairs, “I’m ready now.”

Soarin’ was about to rush from the couch and up the stairs and make passionate love to his fiancé, but something inside told him it would be best to take it slow; Fluttershy may have been acting uncharacteristically bold today, but she was still shy by name and shy by nature, and he was worried that his eagerness might be a bit off putting to her. After taking a few slow breaths, Soarin’ picked himself up from his seat, walked up the stairs, and through the slightly open bedroom door.

The first thing Soarin’ noticed when he entered the room was the warm glow of the many lit candles that had been set up around the room. So this is what she was up to, he thought as he slowly made his way across the room, admiring his fillyfriend’s hooftywork.

“Do you like it,” came a soft voice from the direction of the bed.

Soarin’s eyes had not fully adjusted to the dim light, but he was still able to make out the flowing pink locks of Fluttershy’s mane acting as a beacon the darkness.

“It’s amazing, Shuuuuuuuh…” Soarin’s jaw went slack as he approached the bed and the most beautiful sight he had ever lain eyes on came into full view; Fluttershy was stretched out on her stomach, flashing him a shy smile from behind her gorgeous pink locks. What really caught Soarin’s attention, though, was that the mare was wearing a light green corset and matching shoes on her forehooves, with had laces that snaked up her legs like vines on a tree. As the initial shock began to fade, Soarin’ also noticed the green ribbons that were woven into her mane and tail, and the three blue and pink glass butterflies framed in gold, that she wore; one clipped over her right ear, folding it down, the second, a brooch that was pinned in the center of her collar right bellow the mare’s elegant neck, and the third was clipped to the base of her tail, holding the pink hair away from her body just enough to reveal the beautifully round rump, and the pink of her marehood underneath.

“Shy, I-I-I…” Soarin’ stammered, unable to get any words out.

The mare just smiled as she got up from her spot on the bed, wrapped her forelegs around the stallion’s neck and pulled him in for a deep kiss. Unlike her first attempt that day, Fluttershy took no time diving into Soarin’s mouth, her tongue tingling with the sweet taste of apple pie as it explored every inch of her partner’s maw that it could reach. Oh my, she thought as her tongue was joined by Soarin's in a sloppy dance, Rarity was right; this outfit really is making me more assertive. Oh I hope I’m not being too – no, you can’t think like that, Fluttershy; this is something you and Soarin’ both want, and you mustn’t be afraid to take the lead.

Not able to hold back any longer, Fluttershy pulled the stallion forward until his forelegs were on the bed, then she removed one of her hooves from around his neck, and brought it to the zipper of his flight suit, dragging it down until it came to a stop between his hind legs. Soarin’ breathed a sigh of relief into Fluttershy’s mouth when the zipper had finally been undone; the flight suit had started to become uncomfortably tight as his member continued to grow from between his legs. The stallion wasn’t sure how it had happened, but within seconds his flight suit had been stripped off and was now lying in a heap on the floor; never in his years as a Wonderbolt had his uniform been taken off as fast as when the ravenous mare removed the garment, never once parting her lips from his.

As soon as the pesky flight suit had been tossed aside, Fluttershy pulled her fiancé further onto the bed, momentarily braking their kiss so that she could take a few much needed breaths while she readjusted her position so that she was now lying on her side, allowing for Soarin’ to lay down and wrap his hooves around her.

Now it was Soarin’s turn to take the lead; taking advantage of the respite from their fervent kissing, the stallion brought his lips up to Fluttershy’s ear and began nibbling it lightly, careful not to disturb the glass butterfly ornament that held her ear down. The timid mare moaned as the soft bites turned into kisses that trailed down from her ear until the stallion’s lips found hers once more. Instead of the furious kisses of two very aroused ponies, Soarin’ left gentle, pecks against the mare’s soft, wet lips.

Soarin’ was shocked when Fluttershy pulled away so that she could look him in the eye, and gave him a surprisingly lustful look.

“Would you like to pick up where we left off?” She asked, slowly trailing her hoof down the stallion’s chest, past his stomach, to his fully erect stallionhood.

The only response Soarin’ gave was a light gasp as a sudden jolt of pleasure coursed through his body like an electric shock. Fluttershy’s hoof was feather light against his hard member, but each stroke along his length sent a shiver up Soarin’s spine. The stallion was more than willing to sit back and just enjoy the soft touches of his fillyfriend’s hoof, but Fluttershy had other plans.

Removing her hoof from the stallion’s member, Fluttershy got up on all fours, and made her way to the foot of the bed, where she placed both hooves on her mate’s legs in a way that indicated that she wanted him to turn over onto his back. Oh my, she thought as she got her first good look at her fiancé’s stallionhood in all its glory, that looks a lot bigger than the fake one Rarity used to demonstrate with. Fluttershy’s blush deepened as she thought back on the uncomfortable afternoon she spent at Carousel Boutique:

…

After showing off the clothes that Rarity insisted Fluttershy wear, the unicorn had taken the pegasus up to her bedroom and took out a large rubber cock. As much as the timid pony wanted to look away, Rarity had made her promise that she would sit and watch how the more experienced of the two handled the false stallionhood. Over the course of an hour, Rarity had explained in great detail and demonstrated different hoof and mouth techniques that would be easy for a beginner like Fluttershy to master.

…

Ok, Fluttershy thought as she moved closer to Soarin’s member, first I’m supposed to…to kiss, and l-l-lick it. The timid pony swallowed the nervous lump that had built up in her throat and gently kissed the tip. Well that wasn’t so bad, she thought before planting another kiss. Each little kiss that she planted along the length of Soarin’s dick was followed quickly by a nervous flick from her tongue. As soon as she made her way to the bottom of the stallion’s dick, Fluttershy placed her tongue firmly against the underside and licked the entire length of Soarin’s exceptionally long member. When she reached the head, Fluttershy noticed a few beads of a white, viscous fluid dripping out of the tip. The yellow pegasus stared at it in curiosity; she was sure Rarity had gone over everything quite thoroughly, but she didn’t remember the unicorn telling her anything about what she should do if his stallionhood started leaking. However, as if being guided by instinct, Fluttershy brought her tongue to the head of Soarin’s dick and quickly lapped up the precum. The mare found the taste of her stallion’s juices to be quite salty and bitter, yet not at all unpleasant. As she continued with her efforts, she began to hear soft moans coming from the stallion.

“Is everything alright sweetie?” Fluttershy asked, looking up as she gave the slick stallionhood another long lick.

“This - uhnnn - feels aaaaahh-mazing Shy,” he said, loving the feeling of his fillyfriend's amateur tongue work.

Fluttershy couldn’t help but beam at her coltfriend; it was true that she had been worried that her lack of experience might have proven unsatisfactory for Soarin’, but seeing that the stallion was enjoying himself, the mare felt confident enough to move onto the next step.

Taking a deep breath, the mare parted her lips and brought the head of Soarin’s stallionhood to her mouth, taking in just the first couple of inches. Don’t forget to also use your tongue when you get to this part, Rarity had told her, and most importantly, you mustn’t use your teeth. Continuing her venture towards the base, Fluttershy began treating the stallion with light flicks of her tongue until her descent was halted halfway down when she felt Soarin’s dick hit the back of her throat, causing her to gag. Deciding not to push it further, she opted to slowly bob up and down on the top half of his cock.

The mare couldn’t help but feel a sense of pride as the moans and grunts coming from the stallion increased in volume and frequency, but there was something more than that welling up within the mare. Fluttershy was surprised when she felt something wet and hot trickling down her own inner thigh; even though the stallion was the one receiving the special treatment, she couldn’t help feeling excited herself.

“Shy,” Soarin’ said in a bit of a strained whisper, “could you - unff - stop for a moment.”

Fluttershy let go of Soarin’s rod with a soft pop, curious to know why he wanted her to stop.

“What’s wrong sweetie,” Fluttershy asked. “Oh no, was I doing something wrong? Was I going too slow? Don’t worry, I can do better.” Without waiting for the stallion to answer, Fluttershy dove back onto his dick with much more vigor than she had before.

“Uhnnnnoooo, please,” Soarin’ grunted as he pulled his stallionhood from the mare’s warm mouth. “Sorry Shy,” he said through deep breaths, “it’s just that what you were doing felt amazing, but I was kinda hoping I could return the favor.”

The mare blushed.

“What do you mean?”

“Why don’t you turn around and mount me so that your rump is in my face.”

Fluttershy hesitated.

“B-but then you’ll be able to see m-my…”

While the clip on her tail allowed for her marehood to be on display, she was still afraid about having her stallion’s face right up against it.

“It’s alright Shy,” he said, running a hoof through her long mane. “Trust me; I think you’ll really like it.”

Still feeling a little shy, Fluttershy got up and swung one of her legs over the stallion, and settled down so that her belly was pressed against his heaving chest.

“L-like this?”

At first there was nothing but silence, and Fluttershy began to grow worried that after seeing her most private of areas, the stallion might not have liked what he saw and changed his mind. But her fears were forced from her mind as she felt something soft and moist quickly glide across her already soaked pussy. Fluttershy let out a surprised squeal, and almost jumped in the air, but found that Soarin’s strong forelegs were wrapped around her, keeping the mare bound to the bed.

Underneath, Soarin’ was busy reveling in the sweet taste of his fillyfriend’s excited juices. When the mare had taken her position on top, Soarin’ felt his heart race as he got his first look at Fluttershy’s marehood, her soft pink lower lips the entrance to a passage that only one pony (himself) had ever ventured. He inhaled deeply and was struck by the sweet scent of fresh spring blossoms that only added to the excitement that was building up inside him as he went in for a second lick against her dripping pussy.

As the stallion continued his oral treatment, he couldn’t help but think about how tight she was going to be, and the very thought of it made his dick twitch in delight; it was all he could do to keep from devouring her pussy without mercy. Instead, he decided to proceed as he had with his first two test licks, and take things slow to allow her a moment to get use to the new sensations he was sure were coursing through the mare’s body. After a few more licks, Soarin’ began to feel adventurous and started drawing light circles across her sealed passage with his tongue, each time followed by an excited squeak and a shudder from the mare.

Back on top, Fluttershy was becoming very embarrassed by the lewd sounds she was making. While she had started out squeaking in both excitement and worry over having somepony licking her between her haunches, the high pitched squeals had soon faded into low moans as she felt her partner’s tongue quickly pass between her lower lips. Not wanting anypony (or any of her critters) to hear how much she was enjoying the feeling of Soarin’ entering her, she reached down and picked up the closest thing she could find and shoved it in her mouth just in time to muffle a loud moan. When Fluttershy realized that what she had blindly stuffed in her mouth was in fact Soarin’s dick, she was so overwhelmed by the sensations ripping through her body, she decided that it was time to return to treating her stallion.

Soarin’ couldn’t help but moan himself as he felt his dick reenter the moist warmth of the mare’s mouth. The blowjob, though inexperienced, was like heaven to the stallion. Unfortunately the combination of Fluttershy's previous attention to his rod, and the lack of contact from another pony for the past three years had rendered his dick very sensitive; he knew it wouldn’t be long before Fluttershy’s poor mouth would be filled with his jizz.

Being the gentlecolt he was, Soarin’ changed things up, determined to have Fluttershy cum first. He quickly retracted his tongue from her passage and resumed licking along her slit until he reached her clit. As soon as his tongue touched Fluttershy’s love button, the mare on top let out a muffled, high-pitched scream into the stallion’s dick. It was all Soarin’ needed to hear to know that she was close too, so he began lightly flicking his tongue against Fluttershy’s clit until the mare on top of him began writhing and moaning uncontrollably as her body was ravaged with pure bliss.

With every gentle brush of Soarin’s tongue against her little nub, Fluttershy felt a swelling in her stomach, like a bubble waiting to burst; she was so close. Fluttershy let the stallion’s rod pop out of her mouth and arched her back as she cried out in ecstasy; Soarin’ had stopped playfully licking her clit and had clamped his lips around the nub and started lightly sucking on it. Unable to think clearly anymore, the mare leaned forward and started feverishly sucking her coltfriend’s cock.

As expected, Fluttershy was the first to cum; Soarin’ had let go of the mare’s clit and gave it one last flick of the tongue, sending the mare over the edge. Her wings snapped open and she cried out as she felt the bubble in the pit of her stomach burst, drenching the stallion’s muzzle with her excited juices as they gushed forth from her tight passage.

Soarin' felt Fluttershy’s grip around his rod tighten, and she let out a muffled cry, sending that last jolt of pleasure through the stallion’s body. He bucked his hips, sending his cock further into Fluttershy’s mouth just as his first shot of semen erupted from his rod down the poor mare’s unsuspecting throat.

Even though Fluttershy was inexperienced, she did have some knowledge about what happened when a stallion reached his peak. Unfortunately for her, she was still in the grips of her own intense orgasm, so she didn’t have mind enough to remove Soarin’s cock before load after heavy load of semen flowed down her throat into her waiting stomach. Finally, with what little self-control she could muster, Fluttershy removed Soarin’s dick from her mouth, just in time for the last shot to hit her square in the face, or rather, in the bright pink mane that shielded her from taking the white goo full force. As the last waves of her orgasm ebbed away, the mare slumped across the stallion’s stomach, feeling worn out and very, very full.

After moment filled with nothing but heavy breathing from both parties, Soarin’ looked down at the mare.

“Shy,” he panted, “Shy, that was incredible.”

The only response from the yellow pegasus was a soft sigh and a quiver of her body; the overwhelming sensation of having the stallion’s tongue get her off had proven to be too much for the fragile mare to handle. It was a minute before Fluttershy stirred and shakily held herself up so that she could look back at the stallion through hazy, half-lidded eyes. With a little help from Soarin’, the mare turned around so that she was lying face to face with the stallion, embraced in his strong hooves.

“I…you…” was all she managed before wrapping her own hooves around her stallion and hugged him as tightly as she could.

Soarin’ chuckled as Fluttershy nuzzled his chest, her mane rubbing along his sides, smearing jizz into the stallion’s light blue coat.

“I guess somepony enjoyed herself, huh?”

Fluttershy looked up and beamed at the stallion.

“Yes,” she whispered. “What you did w-with your tongue was the most amazing thing I’ve ever felt.” This was true; while she had enjoyed the orgasm that had come from her own previous venture down bellow, being at the mercy of somepony else just made the whole experience that much better, especially when it was with the stallion she loved.

“Most amazing thing you’ve felt so far.” Soarin’ gave his fillyfriend a lustful gaze.

“So far? Wait, wha-” Fluttershy was cut off when Soarin’ pressed his lips against hers, venturing into her mouth again, unafraid of tasting himself on her tongue.

“I mean,” he said as he broke the kiss, “are you ready for the main event?”

Fluttershy blushed when she realized what the stallion was saying. Then she smiled again and kissed his cheek.

“I think that would be a wonderful idea.”

Very carefully, Soarin’ slid out from under Fluttershy and walked around behind her, the bed springs squeaking under the pressure of every step. Reaching down with his hooves, Soarin’ grabbed the mare’s plush rump, and brought it up so it was more level with his own body. Then he placed a hoof over the cutie marks on each flank and began massaging them slowly, eliciting soft, happy sighs from the mare.

“Are you ready, Shy,” he asked, lining up his cock with her already drenched marehood; he could feel the overwhelming heat emanating from her pussy, making his dick throb in anticipation.

Fluttershy looked back and gave Soarin’ a heart warming smile.

“Yes,” she said softly, “I’m ready.”

Soarin’ returned the smile as he inched his hips forward. Both ponies gasped as the head of Soarin’s stallionhood came into contact with Fluttershy’s vagina.

“I promise I’ll take it slow; just tell me if it hur-”

“Just hurry up and rut me already,” Fluttershy groaned, wiggling her hips. “Oh, uh, I mean, please, if you don’t mind; I just can’t wait any longer.”

Soarin’ smiled, happy to comply with his fiancé’s eager request.

Fluttershy gasped as Soarin’s dick invaded her passage. The first few inches were easy thanks to their vigorous foreplay, but it wasn’t long before her natural tightness took over, making him slow his efforts to allow for his fillyfriend’s vice like pussy to grow accustom to his stallionhood. Soarin' grunted in triumph when he finally passed the half way point, happy at having succeeded in surpassing Fluttershy’s breaking point from their first attempt. He stopped, however, when the mare below him shrieked and her passage clenched around the stallion’s cock as she came again.

“What’s wrong, Shy,” he asked, feeling great concern for his partner. “Do you need me to-”

“NO,” she shouted, her voice and body trembling as she turned to face the stallion with tear filled eyes, “for the love of Celestia, DON’T STOP!”

Soarin’ was taken aback when he heard the level of desperation in Fluttershy’s voice; he hadn’t realized just how badly she wanted this. Not wanting to let his fillyfriend down, the stallion pulled back slowly so that only a couple of inches remained inside her passage. Then, without warning, he gave one last powerful thrust, the mare’s excited juices from her latest orgasm lubricating her enough for Soarin’ to bury his entire length inside her tight pussy.

Fluttershy wasn’t entirely sure what had just happened to her, but she was so glad she had been lying down so she could bite down on her pillow as she screamed out, her mind overcome with pure ecstasy. Though she didn’t cum this time, being instantly filled had felt so much better than the slow penetration the stallion had been putting her through. She slowly turned to face Soarin’ again and smiled, mouthing the words ‘thank you’, unable to voice her desire for him to continue.

After taking a moment for both ponies to get used to the snug fit, Soarin slowly began to withdraw his member, then pushed back in slowly, eliciting soft moans from Fluttershy as the stallion began a steady rhythm of long, deep thrusts. Oh Celestia, this feels so good, Fluttershy thought, her wings snapping open as her entire body was ravaged by jolts of pleasure.

Soarin’ felt a soft breeze as Fluttershy’s wings began flapping uncontrollably. The stallion loved his fillyfriend’s wings; they weren’t as strong as those of some of the mares on his team, but they were certainly more beautiful and very well kept. Taking advantage of the situation, Soarin’ buried his cock inside the mare, stopped his thrusts, and leaned forward, giving a small patch of feathers a long wet lick. Fluttershy sighed happily as the stallion continued licking her feathers; she had always enjoyed the feeling of having her wings preened, but the sensations were doubled when somepony else was doing it, and tripled when her lower passage was full of her stallion’s member. Her sighs turned to moans when Soarin' retracted his tongue, took the tip of Fluttershy’s wing into his mouth and started gently nibbling it.

The mare loved Soarin’s playful preening, but she could no longer handle having the stallion's cock resting idly within her depths; deciding it was her turn to take the lead again, Fluttershy began rocking back and forth to make up for the lack of momentum from the stallion on top of her. Soarin’ clenched down hard on Fluttershy’s feathers and grunted, surprised at the sudden sensation of the mare grinding along his stallionhood, her supple rump bouncing against his inner thighs.

The stallion’s wings unfurled, joining Fluttershy’s, as he felt his own excitement mounting; it wouldn’t be long now before he reached his limit. Reluctantly, he pulled out of the mare and gently flipped her onto her back, forcing a surprised squeak to escape her lips. Soarin’ looked down, taking a moment to drink in the sight of the disheveled mare underneath him; her mane was a mess, sticky with sweat and semen, her face was flushed red, her eyes were half lidded and gazing up at him, and her mouth was open as her breath came out in pants. He also took one last chance to admire how beautiful his fiancé looked in her lingerie; it was bold of her, wearing a corset, but she looked so beautiful in the light green color, and leafy pattern just suited her so well, it was hard to imagine that she had more than likely been talked into wearing it.

Once his eyes were finally satisfied with the wonderful view, Soarin’ brought a hoof down to his stallionhood and lined it up with Fluttershy’s pussy, and grunted as he slowly pushed inside. The mare moaned low as the stallion plunged into her, happy to be rid of the sudden, disgusting, empty feeling.

“Harder,” she whispered.

“What,” Soarin’ asked, his voice strained under the steady rhythm of his thrusts.

“I-I want you to - hnnn - rut me harder.”

So demanding, Soarin’ thought with a chuckle, oh Shy, you really are adorable. He pulled back so that only the tip remained inside, then drove into her at full force, no longer holding back. As he continued with his rapid thrusts, his eyes clenched shut, focusing on not cumming right then and there. He could hear the mare beneath him crying out, but by now he knew better than to think that he was hurting her; no, these weren’t cries of pain, they were cries of pure, unadulterated passion. Suddenly he felt Fluttershy’s forehooves wrap around his neck, pulling his head down until his lips met hers.

Taking a cue from the stallion plowing into her, Fluttershy did not hold back as she parted her lips, filling the stallion’s mouth with her screams and moans, followed closely by her soft tongue, furiously dancing against his.

“Shy,” Soarin’ growled as he pulled his head out of the kiss when he felt a sudden jolt near the base of his cock, “Shy, I think I’m g-gonna,” The stallion was surprised when he felt Fluttershy’s hind legs clench against his rump. Soarin’ opened his eyes, and looked down at the mare with surprise, but she just gave him a strained, reassuring smile in return.

“I-it’s alright S-Soarin’,” she stuttered, barely able to speak, “I w-want y-you to - ahhh - cum inside.” With her forelegs still around Soarin’s neck, she brought him back down and continued kissing him, all the while pulling him further into her pussy with her hind legs.

It only took a few more long, deep thrusts before Soarin’ seized up as he reached his climax, unloading shot after shot of his seed into the mare’s waiting depths. The sensation of being filled sent Fluttershy over the edge, her own excited juices mixing with the stallion’s semen as she came. An immense wave of pleasure ravaged Fluttershy’s body, forcing her to release Soarin' from their kiss as she screamed his name into the night.

As the last glob of semen dribbled out of Soarin’s dick, he slipped out with a wet pop, his rod closely followed by a flood of fluids that pooled between the writhing mare’s hindlegs. He rolled of off Fluttershy and onto his side, wrapping a foreleg around the mare, pulling her into a tight embrace.

“Shy,” he whispered, “This has been, without a doubt, the best night of my life.”

Having finally come down from her orgasm, Fluttershy snuggled into the stallion’s chest.

“Me too,” she sighed. “I'm so happy you proposed; it was so unexpected. I do feel a bit selfish, though, for sending everypony away like that, but I’m so glad we were finally able to do this.”

Soarin’ smiled and looked down at the mare resting happily against him. His eyes drifted towards her wings, now closed and pressed up against the fabric of her corset. It was then that he noticed a few kinks in her feathers where he had bitten down.

“Oh, Shy, I’m sorry about your wing.”

The mare opened her left wing and examined it, checking the damage.

“It’s not that bad.” She brought the tip to her mouth and licked and nibbled on the feathers until they were straight again. “There, much better. But you know,” she said, giving the stallion a bit of a lusty gaze, “I kind of liked what you did with my wings…Oh no,” the mare was starting to feel worried, “is that normal; is it ok to like having my wings preened during sex?”

Soarin’ couldn’t help but laugh; there was the shy mare that he had fallen in love with.

“It’s definitely ok, Shy,” he said, running a hoof through her mane, “I know I wouldn’t mind having my wings played with while rutting.”

Fluttershy suddenly had an idea.

“Get on your stomach,” she said as she wriggled out of the stallion’s embrace.

Soarin’ did what he was told, though he was confused by the mare’s request. Fluttershy took a seat by the stallion’s rump.

“Soarin’, would you be kind enough as to open your wings for me?”

Realizing what his fiancé wanted, Soarin’ stretched his wings to their fullest length, and rested his head on his crossed forehooves. It wasn’t long before Fluttershy had her lips against his wing, trading off between licking and nibbling on his soft feathers.

When she was finished, Fluttershy dusted a few loose feathers off the bed, and retook her place snuggled up against the crook of Soarin’s reclining body, the stallion’s chest pressed tightly against her back so that she could feel his warmth through her corset.

“That felt great, Shy,” Soarin’ said with a happy sigh. “I haven't had my wings preened by somepony else since I was a little colt.”

“Happy to be of service,” she said, reaching up and nuzzling the back of her head against Soarin’s neck and chin. Then she let out a delicate yawn. “I think I’m ready for bed, sweetie, what about you?”

“Mmhmmm,” Soarin' said, closing his eyes.

Fluttershy was just about to do the same when she remembered that she was still clothed and her room was still filled with lit candles. She slowly slid off the bed so as not to disturb the quickly fading stallion, and removed her shoes, and the glass butterflies (she decided she would wait until morning to have Soarin’ help her remove the corset). When everything had been removed and placed in a neat pile by the bed, she fluttered around the room and quickly blew out all of the candles until the only one left was the one on the nightstand. Then she climbed back onto the bed, and cuddled up next to Soarin’. Fluttershy was about to climb under the covers, but found that they had been removed while she was up. It was then that the stallion draped a large, soft wing around her, making up for the loss of blankets. The mare smiled, feeling quite comfortable wrapped in the stallion’s wing. From her spot on the bed she took a deep breath and blew out the last candle, filling the room with darkness.

Fluttershy closed her eyes, her body relaxing as she listened to the sound of Soarin’s heavy breathing; he had already fallen asleep. It wasn’t that late in the evening, but their vigorous lovemaking had worn the stallion out, and Fluttershy could feel herself following close behind.

“Goodnight Soarin’,” she whispered, kissing the sleeping stallion's wing, “I love you.” Then she closed her eyes and drifted off into a deep, and wonderful sleep.

Chapter 1

TWEEEEEEEEEEEE!

Fluttershy jumped at the loud whistling sound coming from her kitchen. Taking a few deep breaths to calm herself down, the nervous pegasus quickly pulled herself together and trotted over to the stove, turned it off, and removed the teakettle from the burner. Normally she would have been more composed as she prepared the tea for her weekly get-together with her friend Rarity, but today was different; there was something that had been upsetting Fluttershy for a while now and, and the pegasus felt that she could no longer keep it bottled up; she needed to tell somepony. She would have come to Rarity with her problem sooner, but the thought of telling one of her closest friends something so personal, so embarrassing, filled her with dread.

After taking another soothing breath, the shy pegasus pony brought the teakettle over to her dinner table where a silver platter lay full with a bowl of sugar cubes, an assortment of teabags, two teacups, and an old ceramic teapot. She gently tilted the spout of the kettle over the hole in the top of the pot and slowly poured the piping hot water into it, careful not to spill a single drop. Just as she returned the kettle to the stove, she heard a knock at the door that made her jump again.

“Fluttershy darling, I hope I’m not too late,” came a voice from outside.

Fluttershy made her way to the front door and opened it just enough to peer through the crack. When she saw the white unicorn with her usual magnificently styled mane and tail, wearing a large red rimmed hat accented with diamonds, the pegasus slowly pulled the door open and smiled shyly at her friend.

“He-hello R-Rarity,” she said in almost a whisper, “please come in.”

Rarity returned the smile as she trotted into the house, a small basket suspended by magic following in her wake. When the two were inside the comfortable tree dwelling, the unicorn floated the hat off of her head and placed it on the rack by the door.

“I’m so sorry I took so long to get here, darling,” Rarity said as she opened the basket and levitated a small tray of freshly baked cupcakes out of it, “I had an order that I had to finish up for tomorrow, then I had to drop Sweetie Belle off at the Crusaders’ clubhouse, then I had to…” Rarity stopped when she noticed her friend wasn’t paying attention to her. “Fluttershy? Darling is everything alright?”

“Oh, I’m sorry,” Fluttershy muttered, her face beginning to turn a light shade of pink. “I, uh, I have to, um, get the tea.” She trotted quickly into the kitchen before her friend could see her cheeks flush deeper. “Please make yourself comfortable.”

“Fluttershy?” But it was too late; the pegasus pony disappeared behind the double doors that led into the other room.

It felt like there was a lead weight in Fluttershy’s chest as she crossed the kitchen to the sink. She opened a cabinet and took out a glass, poured some cold water into it, and drank, her shaking hoof causing most of the water to splash out of the glass and onto her coat instead of into her mouth.

I can’t do this, Fluttershy thought, there’s just no way that I can talk about this with anypony; it’s just too humiliating. She looked over to her refrigerator and her heart calmed a little as she saw a picture of herself with a light blue pegasus stallion with his messy dark, grayish blue mane, both ponies smiling as they shared an apple pie while a small white bunny stared angrily at them. The timid yellow pony pulled herself up and swallowed her fear. No, I must do this. For him, for us.

With newfound determination, Fluttershy trotted over to the table and made to slide the tea tray onto her rump, but stopped when she heard the sound of the refrigerator door opening. The mare turned around to see the fluffy cottontail of a little white bunny sticking out from the open refrigerator.

“Oh Angel, sweetie, would you come here for a moment,” Fluttershy called as she crouched to the floor.

The little bunny peered out from behind the door at his owner and gave her an annoyed look, but closed the fridge and hopped over when he saw Fluttershy’s pleading face.

“Angel, I know this is a bit of an odd request, but would you mind stepping out for a while?”

The little bunny crossed his arms and started tapping his foot in agitation.

“I know you’re upset, but I need to talk to auntie Rarity alone about something…private.”

The little bunny’s mood didn’t change.

“If you do, I’ll buy you a big, delicious apple pie afterwards as a thank you. Would you like that?”

Angel thought for a moment then gave a reluctant nod.

“Oh thank you Angel.” Fluttershy smiled at the bunny and gave him a hug. “Now off you go.” The shy mare nudged Angel towards the door with her muzzle until the little bunny started hopping off on his own.

Fluttershy picked herself up off the floor, slid the tea tray onto her rump and walked slowly back into the living room where Rarity was sitting on a plush green couch, reading a fashion magazine that had been lying on the coffee table.

“Sorry to keep you waiting Rarity,” Fluttershy said as she placed the tray on the coffee table. “I was just talking to Angel Bunny.”

Rarity smiled as she set the magazine down, levitated the teapot and started pouring hot water into the cups.

“That’s quite alright Fluttershy,” she said, “I was just reading a fascinating article on the most recent Canterlot fashions; looks like I was right about hats being in this summer.”

Rarity gave a delighted laugh as she took one of the teabags (Earl Grey), and began steeping it in the hot water. Fluttershy followed suit, picking up a green tea teabag and placing it in her own cup before taking a spot the couch beside her friend.

The two ponies sat and sipped their tea in silence, every now and then Rarity stole a glance at Fluttershy, as if expecting her to pick up the conversation. But seeing as the shy pony wasn’t about to start talking anytime soon, Rarity took it upon herself speak first.

“So, how’s Soarin’,” Rarity asked.

Fluttershy winced when Rarity had decided to start off their teatime by asking about the one topic she hoped to ease into.

“H-he’s f-f-fine…” Fluttershy found it hard to talk as she fought back the tears that threatened to burst forth.

“Fluttershy, darling, what’s the matter?” Rarity felt great concern for her friend; Fluttershy and the star Wonderbolt had been together for the past three years, and they always seemed very happy together, and now the yellow pegasus was breaking down at the mere mention of his name. “Did something happen between you two?”

Fluttershy shook her head.

“N-no, it’s nothing,” Fluttershy tried to get up from her seat and trot away, but was held in place by Rarity’s magic.

The unicorn placed a reassuring hoof on Fluttershy’s shoulder.

“Fluttershy, you know you can tell me anything, right?”

The timid pony looked at her friend through tear filled eyes then gave her a weak smile.

“Yes, I know,” she said as she shifted in her seat.

“Then please, tell me what’s wrong with you and your coltfriend.”

Fluttershy sighed and wiped away her tears.

“Ok,” she said, her voice cracking a little. “I’m not sure but I think…I th-think…” Tears began flooding down her cheeks again. “I think Soarin’ might be cheating on me!”

Rarity nearly dropped her teacup when she heard Fluttershy’s confession.

“I beg your pardon,” she said, setting down the cup so as not to spill her tea. “But, that doesn’t sound like him. Are you absolutely sure?”

Fluttershy shook her head.

“Well no, but for the past two weeks he’s been coming home much later than usual, and he’s usually so tired, he just eats dinner and goes to sleep. At first I didn’t think anything of it; I just thought Spitfire was working the team extra hard for a show, but then I found something the other day that made me suspicious.” The timid pony got up from her seat and trotted up stairs to look for something that was hidden in the closet of her bedroom.

Fluttershy came back down moments later with a magazine clutched in her teeth. She tossed the periodical on the coffee table so her friend could see what had her so worried. Rarity’s white coat turned red as she stared at mare gazing lustfully back at her. The magazine was a two-year-old issue of the gentlecolt’s periodical Playcolt, and on the cover was a yellowy orange mare with a flaming red mane, crouching towards the camera with her beautifully toned rump raised behind her, dressed in a sexy black corset with a spiked collar, flank high boots, and she had a riding crop clutched in her forehooves.

“Is that Spitfire?” Rarity asked in disbelief.

Fluttershy nodded her head sadly.

“Yes,” she said, “I found it in a box of Soarin’s things that fell open when I was cleaning out the closet.” Fluttershy wiped away a fresh set of tears. “It’s just proof that he must be cheating on me with Spitfire.”

After the initial shock of the magazine had settled in, Rarity couldn’t help but laugh. The weeping pegasus stared at her friend, shocked that she would take something like this so lightly. Seeing the panicked look on Fluttershy’s face, Rarity stifled herself.

“I’m sorry darling,” she said, “it’s just that, well, it’s such a ridiculous notion, thinking that Soarin’ would do such a thing with Spitfire.”

Fluttershy shook her head.

“I know, I know, but what about the magazine?”

“What about it?” Rarity picked up her teacup again and sipped from it. “He probably bought it because it featured his captain; I bet all of his teammates have a copy.”

“But he’s with me now, so why does he still have it?”

Rarity stared at the magazine for a moment.

“I’m sure he just forgot that he had it. I mean, look at how, ick, dirty it is,” Rarity blew on the magazine, disturbing the layer of dust that had built up on the cover. “This thing hasn’t been touched in ages.” Rarity took another sip of tea. “And anyway, isn’t Spitfire supposed to be dating that hoofball player Whisper Wings?”

Fluttershy thought for a moment; she could have sworn that she’d seen that name somewhere before, but where. Suddenly she sat bolt upright as she remembered just where she’d seen the name.

…

A few months back, Rarity had brought over some of her sewing magazines for Fluttershy to borrow. The yellow pegasus wasn’t as talented in the art of sewing as her unicorn friend, but she enjoyed reading up on different techniques and the latest fashions of Canterlot, so much so that Rarity often lent her the newest issues when she was finished with them. As Fluttershy flipped through the periodicals, she found something that made her blush; tucked away in the middle of the stack was an issue of Playfilly with a handsome, muscular pegasus stallion with a white coat and golden mane, dressed in a black suit and tie, and holding a glass of wine in his hooves. A little blurb next to the picture identified the stallion as the star running back for the Canterlot hoofball team, Whisper Wings. Fluttershy had never seen such a magazine herself, but she had heard from her friends that they contained different articles and celebrity interviews, and (Fluttershy’s blush deepened as she thought about it) erotic pictures of attractive stallions. She wanted to toss the magazine aside, but curiosity got the better of her.

After checking to make sure the coast was clear, Fluttershy took the magazine up to her bedroom where she hastily locked the door, and drew the curtain over her window to ensure that nopony would catch her looking at something so perverse. At first she found it to be rather enjoyable; there had been an interview with Princess Luna looking back on her return to Equestria, an article on Canterlot nightlife, and a quiz that wanted to know ‘What Sort of Lover Are You,’ (Fluttershy had skipped over this particular article, feeling too embarrassed to learn what the answer might be). Then she flipped another page and came to a picture of the same stallion that had been on the cover smiling up at her, only in this picture, his jacket and tie were off and his shirt was unbuttoned, revealing his toned chest underneath. Having found the first half of the periodical interesting, she flipped the page, wondering if she might have been wrong about what sort of magazine this had been (maybe the pictures were just of handsome stallions dressed in different, fashionable clothes). On the next page, however, she saw that Whisper Wings was reclining on a couch, only this time no traces of the suit remained. Fluttershy blushed as she examined the photo; Whisper Wings really was quite a handsome stallion with his perfectly styled mane, his toned muscular legs, his beautiful wings, and his large… The shy pegasus squealed as she slammed the magazine closed and threw it across the room in surprise. She clutched a hoof to her heart as it began beating out of her chest, and there was a fire burning behind her beet red cheeks. It wasn’t that she found the sight offensive or anything, it was just that the sight of Whisper Wings’ erect stallionhood on display had thrown Fluttershy completely off her guard.

Fluttershy tried to go about the rest of her day by cleaning the bedroom, but found that she still couldn’t get the image of Whisper Wings’ giant member out of her head, nor would her heartbeat slow back down to normal. As Fluttershy sat on the floor, trying to calm herself down, she suddenly became aware of a different heat emanating from between her haunches. It was a similar sensation to the one she felt whenever she watched Soarin’ stretching, or flying, or sometimes when he gave her a warm smile, but it wasn’t as strong. Fluttershy bit her bottom lip; she knew perfectly well what the feeling meant, but as many times as she felt that overwhelming heat, she had always been too shy to do anything to satisfy her wanting. But today was different; Soarin’ was away in Canterlot performing in a flight show and wouldn’t be back until evening, and Angel was out in the garden tending to his carrot patch. Succumbing to temptation, Fluttershy inched her right foreleg south to her marehood and gingerly touched it with the tip of her hoof, which she quickly retracted as a jolt shot up through her body, eliciting a tiny gasp from the mare. The sudden touch against her most private of places and the sensation it brought on scared the nervous pony, not because it was unpleasant though, but because it wasn’t. This burning pleasure was new to Fluttershy, so she wasn’t sure how to proceed; all she knew was that something inside her wanted more. The pegasus rested on her back, allowing her wings to spread out comfortably on the floor underneath her, and slowly brought her hoof back down to her pussy, again touching it lightly, allowing her body to grow used to the foreign sensations that coursed through her body.

After a few minutes of her gentle probing, Fluttershy worked up the courage to take her hoof and press it into her slit and began lightly rubbing, allowing some of her excited juices to trickle down her rump, dampening the soft pink tail that lay below. The timid mare held her free hoof over her mouth to try and stifle her squeals and moans as wave after wave of pure bliss surged through her. As she continued to rub her hoof back and forth against her increasingly dampening nethers, the image of Whisper Wings dissipated as ecstasy forced her mind into darkness. Fluttershy would have started worrying if something like that was normal, had she not been too busy enjoying the feeling of her inexperienced hoof’s work. As her body grew hotter, Fluttershy couldn’t help but whisper her coltfriend’s name, and almost like magic, the image of a reclining stallion forced its way back into the pegasus’ mind, only it wasn’t Whisper Wings; it was Soarin’. As soon as the Wonderbolt entered her head, Fluttershy felt her hoof pick up speed, imagining that it was Soarin’ that was causing her to experience so much pleasure. Suddenly her legs clenched around her active hoof as she grazed her clit, sending a new jolt of pleasure to ravage her body like an electric shock. Unfortunately, this experience was all too new to the timid pegasus, so she wasn’t ready for what happened next.

After what felt like an eternity (but was more like ten minutes) of dripping sweat, and whispered moans caused by her hoof’s work against her pussy, with the occasional brush against her clit, Fluttershy bucked her hips uncontrollably and let loose a soft whinny as-

…

“Fluttershy are you even listening to me,” Rarity huffed when she looked to her friend and saw that she was blushing profusely as she stared off into space.

The yellow pegasus jumped when she remembered that she was in the middle of tea, talking about her worries with Rarity, and not on the floor of her bedroom, writhing in the fading pleasure of her first orgasm.

“Oh, I’m sorry Rarity,” she said, feeling tired, out of breath, and very embarrassed, “what did you say?”

“I said that you have absolutely nothing to worry about; Soarin loves you, and I think you’re being a silly filly for thinking that he would jeopardize your relationship by sleeping with another mare.”

Fluttershy stared down at her teacup. Maybe Rarity’s right, she thought, maybe I’m worrying myself over nothing. The pegasus mare sighed as she brought the cup to her lips and took a sip of the warm tea; there was still something that weighed heavy on her mind, something that she knew would drive any stallion into the forelegs of another mare.

“There’s one more thing,” Fluttershy said, “Soarin and I, we…w-we haven’t really, um…you know.”

Rarity’s mouth hung open in a very unladylike manner.

“Darling, are you telling me that the two of haven’t, uh, consummated your relationship yet?”

Fluttershy continued staring at her cup.

“Well, I wouldn’t say we haven’t had s-s-s-sex, but…”

Rarity placed a hoof on Fluttershy’s shoulder and gave her a reassuring smile.

“It’s alright darling. I know this must be a difficult subject for you, so take your time.”

Fluttershy nodded. She knew that she had made the right choice by inviting Rarity over; she was the only one of her friends who could give her advice that came from experience, instead of making sarcastic jokes, or giving her secondhand knowledge that came from a book.

“Well, you see, I’d always been afraid of having a coltfriend because I’d heard that stallions only wanted one thing from a mare and they would do anything to get it. I was so scared that that was true, I promised myself I would wait until I met the right somepony who truly loved me, not want me for, sex.

“When Soarin and I started dating, I wasn’t sure if-”

“You weren’t sure if he really wanted to be with you, or if he just wanted rut you.”

Fluttershy nodded.

“He was really nice, and he seemed to really like me, but I couldn’t tell for sure. So one night when we were cuddling by the fire, decided to share my fears with him.”

Rarity was stunned.

“That was mighty bold of you darling. What did you tell him?”

“I told him the truth, that I cared for him, but that I wasn’t ready for sex. I thought he was going to be upset, that he’d want to get up and leave and never have anything to do with me ever again, but he didn’t; instead, he hugged me and told me that he would never ask me to do something I wasn’t prepared to do, and that he still liked me and wanted to be with me.”

“But you said that you two have done it before, right? What changed your mind?”

“I asked Soarin’ to move in with me.” Fluttershy took a few deep breaths and continued her story. “He was still living in Canterlot when we started dating, and he traveled to visit me whenever he could. But after two years of having a long distance relationship, I found that I hated being apart from him for those long periods; so the next time he had a day off from training and came to visit, I asked him if he would like to move into my tree house. At first I was worried that I was making an unreasonable request by asking him to leave his home, but he smiled and kissed me and said he would love to. He even joked that the commute between Ponyville and Canterlot was a lot easier on his wings than the training Spitfire puts the Wonderbolts through, so he would be more than happy to a make the trip everyday.

“On the night that we finished moving in his belongings, we had a nice dinner and enjoyed each others company, then we went to bed, but I found that I couldn’t sleep. It wasn’t because I was nervous about him living with me, or because the two of us were sharing a bed, it was because I was excited to finally have a special somepony that I really loved and who loved me back; the warmth of his body pressed against me made it all the more real. I looked over at him sleeping and I couldn’t help myself; I leaned over and kissed him.” Fluttershy gave a weak smile. “I guess that must have woken him up because before I knew it his tongue was…in my mouth.”

“So, what, did Soarin’ force himself on top of you?” Rarity asked, sitting on the edge of her seat, gripped by the tale.

Fluttershy shook her head.

“Actually, it was the other way around,” Fluttershy said with a blush. “He had been patient with me for so long, and I loved him for it, but I knew that us living together had to be a sign, so I crawled on top of him and that’s when I felt his…thing.”

Rarity gasped.

“Oh my,” she said. “Was it-”

Fluttershy nodded.

“Yes, it was very...big.” She felt her ears burning as she recalled the sight of her coltfriend’s member growing out of its sheath, creeping along her inner thigh, and becoming tangled in her long, pink tail. “Anyway, as soon as I started to try and put it in, he stopped kissing me and gave me a concerned look. I think he was about to ask me if I was sure that I was ready, but I quieted him with a kiss. I don’t remember much after that, except that we both moaned as he…entered me. Then there was a lot of pain.

“The next thing I remember was waking up the next morning wrapped in his forelegs, my…private area feeling very sore.”

“Oh you poor dear,” Rarity said, “It must have been too much for you to handle your first time around.”

“Yes.” Fluttershy nodded sadly. “From what Soarin’ told me, I screamed and fainted before he was even half way in.” Fluttershy felt ashamed. “I told him that I would be ok, but he was still worried about me.”

Fluttershy fell silent and took a sip of her tea.

“Is that it,” Rarity asked.

“Yes. We haven’t tried to have sex since that time.”

“But you’ve been living together for over a year now!”

“I know,” Fluttershy started to cry, “that’s why I’m so worried. What if he’s not satisfied with me? What if he’s going to another mare who’s less of a scared pony; somepony who’s more experienced?”

Rarity shook her head.

“Fluttershy, you two have been dating for three years now, and during that time I’ve gotten to know Soarin’, and I can honestly tell you that he is, without a doubt, one of the most honorable stallion’s I have ever known, and that he loves you more than anything. I mean think about it, he left his home in Canterlot for you when it would have been easier for him if you moved there. Not only that, but he even agreed to wait to have sex until you were ready, instead of trying to pressure you into doing it.” Rarity set her teacup back on the silver tray. “It sounds to me that your worries are stemming from a fear of intimacy. I think-”

“Actually, that’s not entirely true,” Fluttershy corrected, “I’ve actually been ready to try again for a few months now, but I haven’t been sure how to talk to him about it.”

“Then it sounds like you need a little more confidence.” There was a sudden sparkle in Rarity’s eyes as she jumped off the couch. “Ideeeeeaaaaaa,” she sang. “Fluttershy I have just the thing that will do wonders for you and your stallion’s physical relationship.” Rarity grabbed her friend’s hoof and started pulling her towards the door.

“Oh no, wait, where are we going,” Fluttershy asked, feeling very confused.

“We’re going to the boutique; there’s a sexy little outfit in my secret collection that would be just perfect for you,” Rarity winked at her friend, “and I know your coltfriend will love it.”

Fluttershy blushed and backed away hesitantly.

“Oh no Rarity, I could never wear sexy clothes; I’m not as bold as somepony like Spitfire.”

Rarity laughed.

“Oh Fluttershy, that’s exactly why you need my help.” The stylish unicorn levitated her hat back onto her head and smiled as she opened the door. “Trust me; what I have in store will be good for you. But I’m not going to stop with just the outfit, oh no no no no no , as one of your best friends, I’m going to take it upon myself to teach you a few techniques that will be sure to make Soarin’ putty in your hooves.” Seeing that Fluttershy still looked a bit hesitant, Rarity got behind her friend and started pushing her out the door. “And by the way darling,” she said with a devilish grin, “I am not taking no for an answer.”