The Inner Beauty

     A few weeks had passed since Fluttershy since met him, and dates were becoming a regular thing.  Not but a few days ago, she revealed the news to first Rarity at their spa date, and then the rest of the girls later on that day.  Feelings were somewhat varied by the ponies at first, but Fluttershy observed that with each day that passed, they seemed to be warming up to the idea of her dating.  They were just concerned for her, that was all.  She was so lucky to have such great friends.  Now all that was left to do was introduce him to them.

    That was what she was going to do today.  The afternoon was fast approaching and all of the ponies decided to go out to lunch and simply spend some time together.  It was the perfect time for her to introduce him to them all!  He was sure to be the talk of the day, she just knew it.

      He had given her a picture of him last week that she kept pinned on her bedroom mirror.  It allowed her to see his face whenever she groomed herself or whenever she checked her reflection.  She hummed in key with the birds outside her window as she sat down on the edge of her bed and began to comb her mane.  She was running late enough and was anxious to go, but she kept messing up because her eyes would drift away from her reflection and over to his face.  Eventually though, she got her mane down and finished up the grooming process with just a dab of perfume.

    She went downstairs and double checked that all of her animals were taken care of before she left, and after she told them all to wish her luck, she headed out the door and went off down the path in a quick, dainty trot.  Soon enough, she came to the bridge and stopped for just a moment to watch a family of ducks cross underneath her. It looked as if they were swimming right to the spot that Bass had shown Fluttershy when they first became a couple.  She thought a moment about the beauty she had been shown and how she hadn't yet had the time to visit it in solitude and promised herself that she would do it soon enough.  She focused her attention back on the ducks, but could only watch for a few more seconds as their little yellow tails disappeared into the thicket and went under a downed tree.

    She sighed dreamily and smiled.  Even when she was this far from the spot, she seemed to be at peace.  Concluded that she would see no more ducks, she went on her way.  The walk to the fork in the road was relatively lonely, but Fluttershy was no stranger to that.  She shook her head as she turned left instead of right this time.  Maybe now that she had a stallionfriend, such thoughts wouldn't find their way into her head.  In her opinion, Bass had already shot her self-esteem through the roof, and she could only imagine what the results would be if the relationship carried on at its healthy pace.

    In any event, she knew it would get better for her.  As Rarity had told her, she just needed to “keep her chin up and tackle one thing at a time”.  She gulped as she walked further into town; tackling things sounded scary.

     Eventually, she found herself at Bass' small apartment complex.  He was living on the first floor of a multi-story apartment complex near the river in Ponyville until he could scrounge up the money to buy a house.  He was confident about it and assured her that it wouldn't take too long, for she constantly worried about his well-being.

    She found her way to his door and knocked on it a few times.  As usual, the music was booming, so she had to strain to hear a reply.  Finally, she heard, “Fluttershy, that you babe?  Come on in, door's open.”  The music shut off and Fluttershy stepped inside the apartment.  Bass poked his head around the corner and smiled brightly.  “Make yourself at home babe.  I just got out of the shower, but don't worry, I won't take too long.”  He winked at her and disappeared back around the corner into the bathroom.

    “Thank you,” Fluttershy called out to him and sat down on the sofa.  “Take all the time you need... darling,” she was never good with the sweet name calling, so she always hesitated.

    She heard Bass chuckled from the bathroom and reply, “Well I see you haven't changed a bit.  Still your little, sweet, innocent self I see.”

    Fluttershy blushed and ran her hoof a few times over the carpeting.  As she waited on him too, she observed the apartment around her.  It was the first time she got a really good look at it.  She had been there a few times, but hadn't had the chance to sit down and scope out the place.  It wasn't what she expected of an apartment at all.  Bass kept it clean (for the most part) and had posters of his favorite bands and music figures on the walls.  He too had a picture of Fluttershy that she had given him which he had sitting on top of his stereo near the closet door.  It made her feel warm inside knowing that he had a picture of her.

    “So remind me again babe, what all are we doing today?” he asked.

     Fluttershy continued to observe the posters on the walls, but replied, “Oh, I just wanted to introduce you to my friends.  If that's OK with you, I mean.”

     Bass chuckled once more and replied, “Sounds like a plan babe.  Almost done in here.”  She heard the sink turn on and assumed he must be brushing his teeth.  Once he finished and exited the bathroom, the very first thing he did was kiss Fluttershy on the head and then give her a peck on the lips.  He backed away and asked, “How do I look?”

    Fluttershy looked him over, though she really didn't need to.  She thought she always looked good.  “You look good... as usual,” she tried to flirt with him.

    “Same to you babe,” he replied and kissed her on the forehead once more, “You ready to go?” he asked and smiled at her.  Fluttershy nodded her head and thanked him when he held the door open for her.  Once he locked up, the two went on their way at a leisurely pace and talked with each other.  Fluttershy asked how the house hunt was going, Bass replied, asked about her plans later, and so on and so forth.  They usually talked casually or with a semi-lovey tone, though most often the latter because neither of them really knew how to do any of that flirty stuff.  Needless to say, Fluttershy was more than a little surprised when she found this out about him.

    There was silence and nature observation for a little while, so Fluttershy recalled the conversation.  “I would've thought a stallion like you gets all the mares,” she had said to him.

    Bass had replied, “Nope, not as much as you would think,” then he had winked at her, “only a few times actually.  Either I wasn't happy or she wasn't happy, so it always ended.”  After that, he had ever so sweetly lifted her had up so that he could look into her eyes and say, “Maybe this one'll end differently.”

     Fluttershy smiled, blushed, and replied, “Maybe it will.”  And then she recalled she had snuggled up to him and then the two of them resumed their nighttime walk.

    After that, her flashback ended and she saw that they were getting close to the restaurant.  It wouldn't be long now until the girls got to meet the stallion they had been told so much about.  Knowing this, Fluttershy began to sweat as she recalled the mixed opinions the ponies had.  What if they didn't like him?  What if one of them pulled her aside and told her she should tell him to get lost?  She didn't deal with rejection good, it would show she was a bad friend if she didn't listen to her friends' advice, and one of her greatest fears was heartbreak, so who would she be to come along and break another pony's heart?  She gulped as she noticed the sign to the restaurant just over them.  She was so caught up in her worries in fact, that she jumped when Bass tapped her shoulder.  “You OK?” he asked and cocked an eyebrow.

    She didn't want to reveal her worries to him.  She was dragging him along on this date after all, and she didn't want to throw anything else on his plate.  “Um...” Fluttershy looked down and gasped quietly, a sign that she was lying, “yes, I'm fine,” she looked back up at him and smiled weakly, “Why do you ask?”

    His eyebrow still cocked, Bass replied, “Well, you sure are sweating a lot, and well... it isn't that hot outside.  Not to mention your wings look like their shivering.  There's something wrong Fluttershy, and I know it.  I'm your stallionfriend, so don't play me for a fool.  So tell me babe, what's the matter?”

    They were standing in front of the restaurant window now and Fluttershy feared that the girls would see her.  This isn't how she wanted to make his big introduction!  Only a few minutes in and already everything was going wrong!  But she must hold true to her previous promise, for his own good.  She tried her hardest to stop her sweating and quivering and smiled a little brighter.  “Nothing, I promise,” she lied, “I just get a little nervous when I go into public places like this.  You know me,” she giggled nervously.

     Luckily enough, it seemed to work.  Bass smiled back at her and lifted her head up.  “I understand,” he replied, “just remember that I'm right here by you.”

     “That's very sweet of you,” Fluttershy replied quietly and blushed as he pulled the door open and ushered her in.

    He walked in behind her and stopped beside her.  Little did she know, but Bass was just as eager to make a good impression as she was.  Any friend of Fluttershy's was a friend of his.  “So, where are these friends of yours?” he asked and scanned the place over.  He wanted to see if he could pick out any mares and/or stallions that seemed like Fluttershy's type on the outside.  As they walked through the tables Bass looked and looked, but he just couldn't seem to spot any sweet little innocent ponies that kept their heads down or their eyes hidden behind their mane.

    Eventually though, he was shown the ponies he was looking for.  “Girls,” Fluttershy blushed and hoofed at the ground, this was something new for her, “this is Basswubs.  My stallionfriend,” she smiled at them and then took her seat rather hastily so that the others could get a better look at him.

    “Hey everypony,” Bass waved somewhat sheepishly and sat down beside Fluttershy.  Judging from their looks, he would have never guessed that his quiet little Fluttershy associated with ponies like this.  His surprise was even more furthered by the fact that all of the ponies there, except Fluttershy of course, seemed outgoing.  They all introduced themselves to him, and then, as usual, came the volley of questions.  Questions like, “Are you new here?” and “What do you like to do?” and all the simple things that he had answered with each new move or each new date.  Regardless, he was polite about it and answered all of their questions accordingly.  If he didn't look good for himself, he at least wanted to look good for Fluttershy.

     Once that was over, they all settled down and enjoyed a hearty lunch.  As they ate though, they were sure to keep the conversation lively, and even intrigue Bass a few times.  As he ate, Bass' ears caught the sound of giggling and when he looked up, he saw none other than Rarity, Twilight, and Futtershy all with a light blush on their face giggling at him.  He would later come to find out that it was nothing more than innocent amusement aimed towards the stray pasta noodle on his nose (which he failed to acknowledge for quite some time).

    Bass might have been strong and smooth internally, but on this date, he was every bit as nervous as everypony else.  It was a lukewarm feeling, meeting somepony new for the first time.  They were all excited, but they just didn't know what to expect.  The five ponies before him curious and maybe even suspicious of the stallion that would be dating their friend, and him curious at the five ponies that could very well become his own friends.  Better to get to know everypony now than later on down the road.

    As the clock ticked on, it soon became apparent that Bass had won over the hearts of the five ponies before him.  They had all warmed up to him within an hour and already treated him like they were his closest of friends.  Needless to say, it looked like Fluttershy's idea for an introductory lunch was a huge success.

    The minutes continued to go on and eventually everything began to slow down.  The tables of ponies around them began to clear out and the staff began clearing the tables for the dinner rush later.  “Well ladies, darling,” Rarity indicated Bass and politely shook his hoof, “it's been fun, but I really must be going.  Thank you all for the good company, and I look forward to doing this again very soon.”  Rarity then stood and was the first to leave.

    “Ah think Rarity's got a plan there,” Applejack yawned and stood, “I lost some sleep to come on this thing, but it was worth it.  Nice meetin' yah partner,” she smiled at Bass and then left.

    After that, all the other ponies left them alone.  “You sure you guys don't want to come with us?” Twilight asked, “You're welcome to if you want.”

    Fluttershy shook her head and quietly replied, “No thank you Twilight.  Me and Bass have plans later, oh, if that's OK with you I mean,” she blushed and looked down.  Every time it seemed she made some progress, some situation came along and set her two steps back.

    “Alright then,” Twilight replied with a smile and turned to walk away, “you two have a good rest of the day.  It was really nice meeting you Bass,” she nodded at him and smiled wider.

    “Same to you,” Bass smiled back.

    “You two have fun now,” Rainbow Dash replied as she hovered away beside Twilight, “Oh, and try to keep it clean.”  She finished and then winked at them both.  The statement didn't take more than a couple of seconds to prompt a blush from them both.

    Eventually, Bass cleared his throat and asked, “So you ready to go?”

    Fluttershy smiled and said, “Yes sir.  Ready as I'll ever be.”

    “Honey, I really wish you'd stop calling me 'sir',” he said and opened up his wings and assumed a takeoff position, “on the count of three.”

    “Sorry,” Fluttershy looked down at the ground and assumed the same take off position.

     Bass began to count down.  “One, Two, Three!” he said and the both of them shot off into the air.  It took some time before they got even with each other in the air, soaring above the clouds, but the moment Bass found himself beside his mare he said, “Don't be baby,” she looked over at him and he smiled, “I think it's actually pretty cute, you know.”  She smiled back, but Bass wasn't satisfied just yet.  “Love you,” he said in a lovey type tone and shifted just a little closer to her so that he could tap her with his hoof.

    Fluttershy only glanced over at him, blushed, and mumbled in reply.

    “Didn't catch that babe?” Bass shouted over the roaring wind.

    “I said I love you too!” she replied just loud enough so that he could hear.

    Bass smiled at her and then moved a little closer so that he could rub his cheek affectionately against hers.  He then drifted away and pulled ahead just slightly; he knew exactly where they were going.

    The two of them continued to fly on for a few more minutes until eventually it seemed as if they were right under the city of Cloudsdayle; it seemed as if they couldn't get up any higher into the sky.  After some minutes of toying around in the sky, the two of them landed on a cloud and rested.  As expected, poor, weak Fluttershy panted and rubbed her aching wings, whereas the more experienced Bass merely stretched his wings and wiped a bead of sweat from his forehead as he tended to Fluttershy.  “You did pretty good,” he smiled at her and winked, “awesome and graceful,” he finished.

     Fluttershy blushed and looked down at the cloud surface for a moment.  She was still out of breath and it took her some time to cool down to the point of where she could talk.  “That's very sweet...” she said quietly, but had to allow a few more pants in, “but I'm not good at all.  You don't have to lie to me.”  She looked down at the puffy cloud underneath of her and used her forehoof to swipe a tiny bit of it off into the sky where she watched it flutter away in the wind and then disintegrate before her.  “I don't have a lot of use at all.  You don't have to sugar coat it for me.”

     She sighed and laid down on the edge of the cloud and dangled her hoof over the edge as she thought about how she hated the way the ponies around her treated her they way they did.  She wasn't stupid, she knew she wasn't normal, and as such, must be treated like a fragile little creature.  It seemed as if every time she talked to another pony, one of the girls especially, she dreaded it because she knew how they would reply with that soft, gentle and careful tone.  The only thing was, no matter how hot the desperation burned inside of her, it seemed as if she could never get up the nerve to speak up against it and request, no, demand that they talked to her like they did to everypony else.  Even internally, when she really wanted to say something, she was also always held back by the feeling that it was such a minute subject and that nopony would ever pay attention, so there wasn't even a point in bringing up.

    Bass laid down close beside her and dangled his hoof over the cloud so that he could grasp hers.  “Why do you think like that?” he asked her as he joined her in gazing down at the ground.

    “Because it's true,” she simply said and looked slightly to her left, away from him.

    He moved just a little closer to her so that they were both touching and then wrapped his left wing around her.  “No it isn't,” he said, “you're just as good as I am, or anypony else.”

    Fluttershy snorted quietly under her breath and then laid her head down on her forehoof so that she could allow the wind to gently blow her mane.  It was silent for some seconds until Fluttershy eventually spoke up, still unable to look at him, “What do you see in me?” she asked, “I'd think a stallion like you'd be a lot more happy with somepony like Rainbow Dash.  She's athletic, lives fast, and is way 'cooler' than I am.”

    “Fluttershy,” he replied in a soft tone, “I'm hurt.  Why would you ever think something like that?  Sure, Rainbow Dash is fast and seems like my type, but believe me babe, they don't come any more perfect than you,” he continued to coarse her emotions down gently.

     “I'm sorry,” she apologized some tears welling up in her eyes, “I've never been in a relationship before.  I guess... I guess I just don't know how to act.”  It was so difficult for her!

      He snuggled his head up to hers a few times and said, “It's OK kid,” he smiled at her when he saw she glanced at him out of the corner of her eye and continued, “you'll adapt.  You're a smart filly.  It doesn't take you long to get the hang of it.  Well, not that you need to, you're already perfect the way you are.”  They both chuckled softly under their breaths and cuddled against each other.

    Eventually the two left the cloud but continued to fly around in the broad privacy of the sky as the simply enjoyed each other’s company.  But as any normal dating ponies would, they eventually tired of their in-air escapade and regrouped with each other for a leisurely descent to the earth below.  As they glided down to earth though, they eventually caught each other’s glances and blushed.  That embarrassment turned to something else though and the two smiled at each other, if not in a semi-competitive kind of way.  When Fluttershy cocked her eyebrow at him in a way which seemed to ask, “Ready?” the two of them changed position and began to circle down towards the earth around each other in a funnel type move.

      As they circled around and around each other slowly, time seemed to stop for Fluttershy.  She smiled at him and he smiled at her each time they crossed paths in the orange, sunset sky.  Fluttershy could only image what it looked like from down below, and in her mind's eye, she pictured herself standing there and watching the scene before her.  It was absolutely beautiful, more beautiful than anything she thought she'd ever see.  But right now, it was more than just beauty to her, it was realization.  Some tears of joy and passion began to well up in her eyes.  In that moment, in that one romantic moment, it seemed as though she had found her inner beauty, just as he had promised she would.

    Eventually, they found themselves back on the ground, though Fluttershy secretly wouldn't have minded if what she had just experienced had lasted a lifetime.  The moment their hooves touched the soft green grass, Fluttershy quickly trotted to his side and gave him a tight hug.  He chuckled softly under his breath and asked, “What's this for?” and hugged her back.

    Fluttershy looked up into his eyes and smiled, “For making this the best date ever,” she snuggled her head against his neck a few times and then pecked him on the cheek and finished, “I love you so much.”

    “I love you too baby,” he whispered back into her ear and wrapped his foreleg around her neck so that he could gently stroke her mane.  And so the two of them stood there in the warm evening sunlight and hugged and caressed each other quietly, happy and proud to be in each other's presence.  Eventually though, they moved on towards Fluttershy's home.  Bass always took her home first; he said he couldn't bear to think of her walking home all alone.  Fluttershy tried many a time to detest this, and offered that she walk him home first, but she never had any success.  He was a very determined stallion.

     As they walked down the path towards town and eventually up and over the hill they made casual conversation and observed the early stars that were beginning to appear in the sky.  They both knew that meant that Princess Luna must be awakening.  Bass still couldn't get over the fact that his marefriend, his marefriend, had gotten to meet the Princess face to face!  It was very exciting and was one thing more he could show off to all of his friends.

    They walked on and on and eventually reached the path that led to Fluttershy's cottage.  Fluttershy spotted the bridge that marked the five-minutes-to-home mark and was hit with a small type of sadness.  She really didn't want to separate from him just yet, and she had every intention of showing him that.  She snuggled up to him and prodded his wing until he wrapped it around her and then gently snuggled her head up to his neck, “I wish this date never had to end,” she sighed dramatically and glanced up at his face to see if he got the message.  Though she felt so selfish for not taking his plans into consideration, she desperately hoped that they would turn back or stray from the path, or anything!

     “It doesn't have to,” he smiled down at her and snuggled her head back, “Come with me,” he commanded gently and moved ahead so that he could take her hoof and lead her on.  She had an idea of where they were going, but she couldn't be sure.  Regardless, she just decided to keep quiet.  She knew she could trust him.  “I know you haven't been here yet,” he said quietly and pushed his way through the bushes and then held them open for Fluttershy, “but now we can experience it together.”  He smiled at her and released the bushes when she was safely inside of the recessed knoll which surrounded the creek bed and shrouded them in a deep, serene, and romantic privacy.

    They walked a short distance down the small incline and moved just a little closer to the water.  They sat down beside each other and admired the sight before them.  Ahead of them a countless sea of fireflies danced just above the water, and a gentle warm breeze blew through the trees and moved the many colorful flowers around them.  Bass plucked a fresh, red rose and placed it into a blushing Fluttershy's mane.  “I love you,” he said quietly into her ear and then wrapped his hoof around hers.

    “I love you too,” she replied just as quietly and snuggled her head up against him.  He pulled her closer to him by wrapping his left wing around her in kind.

    After that, they merely sat in silence and continued to observe the sight before them.  Fluttershy felt like something was missing though.  The silence was there, it was perfect, the romance was in the air, it was palpable, but still it just felt as if something more could be done to make the date a little more fun.  Perhaps a kiss would make it all feel right?  She leaned over and timidly kissed him on the lips.  That didn't do it, something still felt out of place.  Internally, Fluttershy felt she should just shrug it off and remind herself that the date would unfold how it was supposed to unfold and that she shouldn't push herself too hard.

    But little did she know, Bass felt that same, lacking air.  To him, the date was fun and just sitting beside her and admiring the beautiful atmosphere was all he needed.  Still though, he wondered if Fluttershy felt the same way.  “Hey baby,” he started and Fluttershy looked over at him with a gentle smile on her face and he continued, “you would tell me if you weren't having fun right?”

    Fluttershy's smile turned to a frown as she wondered why in the name of Equestria he would ask her something like that.  Of course she was having fun!  She had waited a very long time to even get comfortable with a stallion, let alone trust herself to go out on a date with him.  To keep her concerns hidden, she smiled once more and kissed him on the cheek, “Of course I would,” she said, “but you don't have to worry about that.  I'm having the time of my life,” she finished gently and moved as close as she possibly could to him.

    They kissed once more.  But this time, something lingered in the kiss.  They both felt it but didn't quite know what had caused it.  Perhaps it had been the way they had quickly sneaked their tongue into the other pony's mouth.  Whatever it was though, it felt sensual.  And oh how it couldn't have come at a worse time; Fluttershy was in heat.

    She bit her lip and glanced back at her grounded rump as she tried to control the warmth and moisture that seemed to be permeating from it.  Unfortunately for her though, the more she thought about and tried to stop it, the worse it became!  She panicked and glanced all about and even once caught a glance of Bass' sheath, which needless to say, didn't help things much.  For a slight moment, she wondered how big he was and stole one more glance.  He snapped her out of it though, “You alright babe?  Your eyes are flyin' all over the place.”

    Fluttershy gulped and nodded her head.  “Yes darling,” she replied softly with a red blush on her face, “I'm fine.”  She tried to stop herself, but her eyes just kept darting and her hormone controlled mind just kept exploring deeper and deeper into a dark fantasy.

    “So....” he started, “I guess you're ready for me to take you home then?”

    Fluttershy wasn't quite ready to go yet, but she figured she might as well be getting home.  It was late and she was rather exhausted.  “If that's OK with you,” she replied and smiled sheepishly.

    Bass chucked and replied, “Of course not, but can I ask you one more favor?”  He smiled back at her.

    “Anything!” Fluttershy replied in a quiet whisper.

    “Maybe I could get one more of your world famous kisses?” he asked.

    Fluttershy hesitated a moment due to embarrassment, but decided to go ahead with it.  She knew that he was doing it for her benefit anyway, because the more kisses or hugs that she gave him, the further she was able to come out of her shell.

    But little did they know that they each would be getting a little more out of this kiss than they had bargained for.  Bass had only just adjusted himself to where he was facing her so that it would be easier for her to kiss him when she had already planted her lips on his.  “I love you,” she whispered between kisses and listened as he responded in kind.  As the seconds ticked on, their kissing seemed to get faster and more passionate.  Instead of a simple lip peck, the two would kiss each other and stay locked and then move their tongues so sensually over the opposite pony’s.

    Fluttershy loved it, and she would soon come to find out that Bass did too.  Her face was as red as could be, and she kept her tail pinned down tight just in case Bass happened to glance back and see that she was getting wet.  But to her surprise, she glanced down to find him semi-erect.  She gasped so quietly that not even Bass heard her through their kissing.  It was such a frightful sight for her, but yet it was so pleasing.  She had never seen a stallion unsheathed before, only in the medical and anatomy books that she had borrowed from Twilight for veterinary use, but deep inside, she couldn’t lie to herself by denying that she didn’t like what she saw.

    Another thing Fluttershy noticed was that Bass kept trying to close his front legs together discreetly, obviously in an attempt to hide his continuously growing genitals from Fluttershy’s view.  Both of them knew they could just stop kissing, but neither of them wanted to.  Where was the fun in that?

    Fluttershy broke her lips away from his and then hugged him.  She whispered, “I can see it, you know,” in a sensually timid tone and then resumed her kissing.  Then from that moment on, the blushing Bass kept his front forelegs comfortably open and allowed his penis to continue to extend on down until it was just a few measly inches away from the ground below.  He thought that perhaps it would be good to show off to her.

    The shy little mare couldn’t help but ogle at it, even after they had stopped kissing.  It was a magnificent sight to her!  She bit her bottom lip and looked away from it back towards her soaked rump.  She glanced back at his penis and thought, “Maybe just… maybe just a feel wouldn’t hurt.”  She blushed deeply at her own thoughts and her throat seemed to seal up.  Through the awkward silence and revealed genitals though, she was able to gain the courage to ask timidly, “Could I… could I touch it?  Oh… oh, if that’s OK with you, I mean…” she looked away and then hid her eyes behind her mane.

    Bass blushed too.  He’d never had a mare ask to touch his genitals before, and he didn’t want to take advantage of the sweet little, naïve mare, but the sexual temptation was killing him.  “S…sure babe,” he said with a shaky voice.  She moved a little closer to his midsection and reached a hoof out, but before she could make contact, he stopped her.  “Are you sure you want to do this?  We…we can wait if you want,” he reminded her.

    Fluttershy looked up into his eyes, over to her hovering hoof, and eventually stole another glance at his penis.  She took a deep, dramatic breath and quietly replied, “I’m sure,” and continued to outreach her hoof, “I... I…” she stopped and giggled like a schoolfilly, “I’ve always been curious anyway.”  And so she finally grasped his cock and played with it for a few moments, gently and respectful so that she wouldn’t accidentally hurt him.  After all, she was absolutely clueless about how all of this worked.  She couldn’t help but feel both fascinated and aroused with it as she found herself unable to stop touching it.

    Bass looked straight away to hide his blush and quietly said, “That… that feels pretty good.”  Afterwards, when he was sure that Fluttershy wasn’t focusing on his upper body glanced back and down to watch her play with it for a few moments.

    He decided to get a little playful with her after that; he just couldn’t help himself.  “Oh!” Flutterhsy gasped quietly and quickly withdrew her hoof when he flexed his cock and flared his tail once or twice.  “I’m so sorry!” she gasped once more, “did I… did I hurt you?!” she asked frantically.

    Bass couldn’t stop himself from laughing!  “No silly,” Fluttershy was just sitting close enough to his front that he could reach his head back and muzzle her affectionately, “us guys do that when we like what we feel down there,” he explained to the embarrassed filly.

    Fluttershy looked back at it and back up at him and timidly asked, “So… I should keep going?”

    “Hey babe, you do whatever you want to do.  I don’t want to force you into anything.  You know I’ve got way more respect for you than that,” he replied.

    Fluttershy smiled and affectionately rubbed his midsection (she knew some stallions liked it when mares did that).  “In that case,” she began, “well…” she blushed, “I think I at least owe you this for all you’ve done with me.”

    Bass was about to object, but before he could get to far, Fluttershy resumed her rubbing and prodding, though this take she seemed to be taking it a little easier, having been shaken by Bass’ former stunt.  Eventually though, Fluttershy tired of simply rubbing him and it seemed to be getting him nowhere on the pleasure scale.  She spotted his testicles and blushed at their size.  She was sure that gently rolling them around or smoothly licking them would give him some pleasure.  The only thing was is that she was too embarrassed to ask him to get into a good position for her to do it.  The poor dear was already on edge.

      As she had before though, she was able to summon up the courage to ask him to roll over onto his back, which he gladly did, eager inside for more.  To his surprise though, the naïve Fluttershy climbed on top of him completely, with her head down at his genitals and her rump in his face.  He immediately assumed that Fluttershy was expecting him to repay the favor, so he gently pulled her tail aside and went right for the gold by tonguing her winking and aroused clitoris.

    Fluttershy gasped as she felt a warm, wet, and simply amazing sensation moving about her genitals.  She glanced back and sure enough saw Bass with his muzzle buried deep inside of her rump, licking her moist pussy.  This was certainly a surprise!  She wasn’t expecting this, and now she didn’t want him to stop.  It felt so good to her virgin pussy to finally have some contact, but she had to go on and please him too!

    She dove her head back down and began to suck his cock and rub his testicles.  She could tell by the way his cock flexed when it was in her throat and the way he tried to move his tail that he liked it.  Every now and then, she would quit sucking his cock and would crane her head down so that she could suck his balls.  She took one into her mouth and gently rolled it around and ran her tongue over it.  And then she would spit it out and do the exact same to the other.  He absolutely loved the sensation!

    In turn, he repaid Fluttershy the best he could.  As she sucked and kissed, he tongued her as hard as his mouth would allow.  He would circle his tongue around and lick her clit, and he would tease her by stopping and taking a breath a few moments before she could orgasm (as indicated by her quiet, high-pitched gasps).  Certain that she had lost the urge to orgasm, he plunged his tongue deep inside of her virgin pussy as deep as he could and then circled his tongue around inside of her as he tried to savor every bit of what he tasted.

    A few more minutes ticked on as the two of them, caught up in lust, continued to give each other oral sex.  In fact, they kept it up to the point of where after only fifteen or twenty minutes had passed, they had very sore tongues.  But each of them wanted to keep going until they just couldn’t go anymore!

    As they continued on, so many thoughts raced through Fluttershy’s mind.  She was so embarrassed and felt rather guilty.  She loved this stallion, true, and she wouldn’t have had it any other way, but for some reason she just felt like now wasn’t the right time.  Maybe she should have waited?  No, she had started it all, and it was a beautiful thing, so she had to go through with it, she just had to!

    She jumped a short distance into the air and then used her wings to maneuver herself around and then landed back on top of him, this time so that they were face to face.  “Wow,” Bass said as she touched back down on top of him, “that was pretty cool.”  He winked at her.

    Fluttershy giggled and flipped her mane out of her eye, “Thank you,” she said quietly and laid her head down on his chest.  They laid there in silence for a few seconds and merely cuddled, but it was Fluttershy who broke the silence once more.  “That felt pretty good,” she complimented his tonguing skills, “I had no idea it could feel so good,” she praised him in a near whisper.

    Bass wrapped his foreleg tightly around her and replied, “Thanks cupcake.  I had a feeling you’d like it.”

    Fluttershy giggled and quietly replied, “I didn’t like it, I loved it!”

    Bass kissed her on the head and replied, “Glad to hear it.”

    After that, in return, Fluttershy craned her head up and kissed him on the lips.  Bass thought she was ready to stop, but he couldn’t have been more wrong.  She kissed him just as passionately as they had not long ago and even licked his bottom lip and tongue as she tried to get a taste of her own juices.  She knew Bass loved what he saw, and she loved what she tasted.  She felt so naughty!  After a while, she stopped kissing him and asked, “C….could we go just a little further?”  Her face was as red as could be and he could feel her heart pounding.  That was all he needed to witness to know what she was talking about.

    He thought a moment and then replied, “Babe, you sure?  With me?  This is a big step for you.  Maybe we ought to wait, you know, until a little later on down the road.  C’mon, I’ll take you hom-”

    Fluttershy cut him off, “No,” she said quietly and timidly, “I’m ready.  I’m like any other mare.  I have urges to,” she pointed out and then put her muzzle right next to his ear and just as sensually as her timidity would allow her to, finished, “I… I want you inside of me.”  She kissed his cheek.  It then became apparent to her that Bass had been going soft when she felt the tip of his cock creep up over her back.

    “If you’re absolutely sure…” Bass began, but was once again cut off by Fluttershy.

    She kissed him, “I’m sure,” she said and glanced back towards her rump so that she could get one more glance of what she was about to take in.  She gulped at its size.

    Bass could sense something was wrong with his mare, so he asked, “Is something wrong Fluttershy?”

    Fluttershy replied with a shaky voice, “N…No sir.  W…Well, it’s just so… big,” she pointed out, “I… I’m afraid it’ll hurt.”  She blushed and looked completely away from him, out towards the water and the fireflies.

    “Babe,” he placed his hoof softly on her cheek, “are you absolutely sure you wanna do this?  I told you, we can wait if you want to.”

    Fluttershy still wasn’t able to look at him, but she bit her bottom lip and tried to make up her mind quickly.  “I…I’m sure,” she finally concluded and scooted down a few inches until their genitals were practically touching, “Just… just please be gentle.”  She blushed and then glanced into his eyes.

    He gave her a quick kiss and replied, “You’ve got it babe.  But listen,” he stopped her as she scooted down just a little more, “I want you to tell me the minute it hurts, and we’ll stop, understand?  I could never hurt you Fluttershy.”  He gently brushed his hoof through his mane and then quickly kissed her once more.

    Fluttershy smiled gently, kissed him back, and quietly replied, “I know, thank you.  I… I’m ready.”  She looked back towards her rump and the tip of his penis on top of it.

    “OK,” he replied and reached down so that he could steer himself in, “but remember what I said.”  Fluttershy only nodded her head and continued to look back, unsure if she should brace herself for pain or pleasure.  She closed her eyes tightly as she felt his head rubbing against her pussy and gasped rather loudly when he finally pushed himself in.  He was so big and it did hurt a little, but she kept her eyes shut tight and dropped her head down all the way so that they were closely hugging each other.

    He started out slowly, and with each and every thrust went just a little deeper.  When he had himself about halfway in, Fluttershy gasped loudly once more and bit her bottom lip as tears of pain started to flow down her cheeks.  “Fluttershy?” he stopped immediately and called her name quietly.

    Fluttershy refused to look him in the face, for she knew that he would see her tears and that they would stop.  They had gotten this far, and what sense did it make to stop now?  She sniffled just as discreetly as she could and said, “I’m fine, keep going.  Please.  It’s just… I’m holding back a sneeze,” she lied.

    Bass hesitated a moment, but eventually resumed his slow, passionate thrusting.  Eventually, and to Fluttershy’s great relief, the sensation seemed to be transforming from virgin pain to pleasure.  It even began to feel downright good after a while!  But some of the pain still lingered, especially when he gently thrust himself all the way in, so Fluttershy figured that calm thoughts, such as those she had envisioned earlier on their flight, and maybe some romantic kissing would help take her mind off of it all.

    She picked her head up just a little when she was sure that her tears had dried and that any stains on her coat that might have been left were gone, and placed her lips on his.  They didn’t wildly and sexually tongue kiss each other, but merely gave each other passionate, long romantic kisses, pulling away from each other it seemed only to take in a breath of fresh air.  Fluttershy loved it, she loved more than anything in the world what she was doing right now.  As she had on their flight, she painted a third-pony picture of the event in her mind, and what a beautiful vision it turned out to be.  The fireflies behind them and the moon above them reflected beautifully off the water, the wind blew easily through their manes, and Fluttershy would thrust her midsection and flip her mane in pure ecstasy.  She closed her eyes.  She placed a hoof behind his raised head and held it up, and then put her head back down beside his and began to suckle his neck.

    Bass pulled her a little closer to him and then did the same.  He sped up his thrusting, but remained careful.  He knew how tender she must still be.  They stopped sucking each other’s necks and then kissed each other quickly on the lips.  “I love you so much,” he whispered into her ear and reached down to gently rub her cutie mark.

    “I love you too,” she pulled her lips off of his necks to say and then plunged them back down on it.

    Eventually, as the minutes ticked on, all of the pain had vanished from Fluttershy’s genitals and now it seemed to be nothing but pure pleasure.  Her blush was deep and it only seemed to grow deeper with each and every thrust that he took.  She wondered how she was doing?  She wanted to ask him, but she didn’t want to interrupt this magical moment between them.

    Bass continued to thrust deeper and occasionally speed himself up.  He thought perhaps it wouldn’t hurt if he gave her one hard, fast round, and so he did.  Fluttershy wrapped her forelegs around his neck and nightly and bit her bottom lip.  It felt so good!  “Ah!  Ah!” she gasped quietly, “it feels so good!  Please don’t stop!”  She demanded in a quiet, high-pitched voice.  Bass did as he was told and kept his thrusting just the way she liked it, deep and hard.

    Eventually the pounding she was taking became just too much for her and Fluttershy was forced to orgasm.  It felt wonderful!  Even as she came and her liquids flew all over the place, Bass ceased to stop his speed which made Fluttershy love it even more.  She screamed momentarily, but buried her face deep into his neck and started to kiss him in an attempt to muffle her screams to the night.  “Yeah, you like that don’t you?” Bass teased her quietly and then gently bit her ear.  She blushed at how much pleasure just that gave her.

    “I love it,” Fluttershy replied quietly and ground herself on top of him.  She didn’t exactly know if she was doing it right, but anything that would help make the sex better for the both of them.

    “Aw,” Bass bit his bottom lip and closed his eyes at the pleasure, “that feels amazing!” He complimented her and then gave her cutie marks a good slap.

    Fluttershy gasped and uttered under her breath what sounded like a “Yes!” and which also revealed that the naughty little filly had an affinity for being spanked.  As an answer to this newly discovered secret, Bass gave her bottom a few more good slaps, most gentle and one hard.

    “I think I’m getting close babe!”  Bass revealed after only a few more minutes.  Fluttershy wondered what she should do as she glanced down between her legs and watched his cock slam deep inside of her.  He thrust into her a few more times and Fluttershy noticed that he seemed to slow way down.  The shy little mare wondered what was about to happen, but before she could deduce too much, Bass took one more, thought-shattering and pleasing thrust into her, which plunged his cock as deep as it would go inside of her.  She felt him kick his leg out in an uncontrollable way and then she felt the warmth inside of her start to grow, coupled with the sensation of his pulsating stallionhood.  It was absolutely amazing!

      She wished that it would have never stopped, but she knew that all good things must.  She gasped in delight as she felt his cock pop out of her and quickly looked down between her legs to see a waterfall of his juices come streaming out of her orifice.  It was such a pleasing thing to see!  She glanced down at Bass and found that the poor stallion was all tuckered out from his powerful orgasm.  She cuddled his head and teased him quietly, “You’ve been need some stress relief for a long time haven’t you, my little Wubsy Lovesy?”  She kissed his cheek and began to climb off of him.

    “Wait,” he stopped her and pulled her closer to him.  “I love you babe,” he said and kissed her on the lips.  They broke apart and then she kissed him back to show her gratitude and her love for him.

    After that, she climbed off of him and backed up a little to give him some room.  “Oh,” she blushed, worried that she had tired him out too much, “do you need any help?”

    Bass lifted his head up a few inches and chuckled.  “Nah,” he replied, “it’s gonna take a lot more than some great sex to keep me down!”  He gathered his returning strength and then used his wings to propel himself off his back and into the sky where he majestically flipped around and then landed softly on his hooves.  Afterwards, he snuggled Fluttershy, “Let me tell ya’ babe,” he began, “that was amazing.  I’m really proud of ya’.”  He pecked her on the cheek and gently pulled her mane aside so that he could look into her beautiful eyes and see her beautiful blush.

    Afterwards, they walked back up to the bushes and cautiously peaked out of them to make certain that the way was clear.  Sure that nopony was coming down or was already on the path, they quickly ran to the roadway and resumed their casual walk to Fluttershy’s cottage.  It wasn’t far now, and Fluttershy was relieved to be returning home, eager to wash the day’s adventures off and then curl up in her nice inviting bed, but oh how she didn’t want to leave him.  As a matter of fact, she wouldn’t have minded if he stayed the night or maybe even a little longer then her.  But that was too much to ask, she knew that he too was tired and had his own things to do at home.

    The solar lamps which led the way up to her home were just on the distance.  As they neared closer and closer to the cottage, Fluttershy came to realization that they had walked the whole way in silence.  She was about to wonder aloud, but just decided to keep quiet.  Besides, who could blame them?  It was quite an awkward, spur-of-the-moment decision.  As they ascended the small hill up to her front door, Fluttershy shrugged it off completely.  She was sure, no, she knew that they both felt the same inside; amazed, excited, and a little scared.

    Fluttershy sighed quietly when they reached her door and turned towards each other.  Even there at the front door, all they were able to do was stand in awkward silence.  Bass would look away towards his rear and flex his wing awkwardly, or would utter a fake cough just to keep the silence away, and Fluttershy would look away from him, mainly up at the stars, and scratch the top of her hoof.  Little things which tried to keep the awkwardness away from them, but which also said “I’m not ready to leave you.”

    Bass straightened himself up and cleared his throat and began, “So…” he was cut short as Fluttershy dashed into him and gave him a tight hug.  He blushed and continued, “I guess this is where we part ways,” he chuckled under his breath and finished, “not bad for a day out I’d say.”

    Fluttershy laughed softly under her breath and gave him one final squeeze before backing off of him.  “I had a wonderful time tonight,” she confessed quietly, “it was… it was the most magical night of my life!  I’ve never felt this way about somepony before.”

    Bass smiled and then they kissed quickly, and he turned to leave.  “Glad to hear it princess,” he said softly and smiled at her one more time.  “See me off?” he asked cutely.

     Fluttershy giggled quietly, “As always,” she reminded him with a smile and then waved him off as he trotted off down the path.  Once he had disappeared past the bend, Fluttershy turned and entered her house.  A sigh of relief, romance, and exhaustion all balled into one escaped her mouth once she did so.  She put her things down and then lit a few candles for light and plopped down on the couch.  She knew she should probably go ahead and get a shower and go to bed, but for some reason, now that she was in the cozy confines of her cottage, she just couldn’t seem to get comfortable enough to get tired.

    She flipped over onto her back and propped her head up on the sofa’s rest so that she could look out of the window and admire the night sky.  It was a very beautiful night on which very beautiful events had taken place, and that was something that Fluttershy would never forget.  She rolled over once more, this time away from the window, and closed her eyes.  She slipped into a deep, cozy sleep right there soon began to dream of the magical night that would majestically haunt her dreams for the rest of her life.