The little filly breathed heavily, muzzle to muzzle with the most beautiful pony she’d ever known. “Now I get what all the fuss is about kissing!” the little unicorn giggled. Before Fluttershy could respond, the filly met her special somepony’s lips once more.

“Mm—Sweetie,” several seconds had passed, and the mare broke their kiss and panted a little. Reluctantly, the filly gave her some room to breathe. “I—” pant “—I’m sorry I’m just—not very good at holding back. I really—really want to keep kissing you, b-but ...” her expression was pained, “if I do, I’m afraid I—I’ll want to t-touch you too much to stop myself, a-and I don’t think we’re—” she swallowed “—ready for that.”

“Oh ...” The disappointment on Sweetie’s face was almost as hard for Fluttershy to bear as her desire to keep kissing her, regardless of the consequences. “Okay, Fluttershy,” the unicorn complied and sat back to give the pegasus some more room.

Fluttershy tried to slow her heart rate with several deep breaths, but it really was no use. She’d have to wait until she calmed down naturally. The mare tried relaxing and rested her chin against the grass.

The disciplined pegasus almost wished the filly would continue, would give her an excuse, however unjustified or irresponsible, to let it escalate.

“Please just give me a few minutes, Sweetie.” Fluttershy forced herself to shut down the only way she knew how in such a state. She closed her eyes and, for the next couple minutes, she brought her mind as close to sleep as she could.

Sweetie watched her mature fillyfriend with quiet curiosity and concern. She was tempted to disobey, to test some of the exciting information she’d received about fooling around, but she thought it best not to press her luck. Beside, she was a good filly. She wouldn’t—or at least she knew she shouldn’t risk hurting their friendship like that, no matter how strong the new urges were. The thought of pressing her luck lingered despite Sweetie’s decision, and it left her uneasy.

When Fluttershy returned to her senses she felt the ache again. It was bearable, she thought, but she felt she’d need to talk to Twilight very soon. She opened her eyes and saw the white filly watching her, still seated on her haunches, a small guardian angel, she thought. “Thank you for being patient, Sweetie.”

“Are you ... okay?” The little unicorn looked at her with concern.

Strictly speaking, she didn't feel okay, but she wouldn't worry her foal. “I'm better than okay now. I have you.” It wasn't a total lie. The pegasus was still extraordinarily happy. Sweetie returned her smile and the two rose to their hooves.

“I'll just have to be a little more careful.” Fluttershy stretched a little and sighed. “Your kisses are almost a little too wonderful, Sweetie Belle.” Fluttershy hid partly behind her mane.

Upon hearing this, Sweetie was relieved. She'd worried that the pegasus might not have liked it as much as she had. Now, the filly stepped to Fluttershy's side. “Whether it's kissing or anything else, I'm glad I have you to do it with, special somepony!” Their last two kisses played fresh in her memory, and a goofy grin like the one Snails wore when thinking about pudding appeared on Sweetie Belle's face. “But I really do like the kissing.”

The day was still young and there was plenty Fluttershy had planned for the two. Their romantic tangent couldn't have gone better—unless it were perhaps not so terribly risky, thought Fluttershy—but Sweetie's nap would mean they'd have to hurry through their next couple chores.

Being naturally quiet, it struck the shy mare as odd that Sweetie barely talked as much as she did and only when spoken to. So much had happened so quickly, thought Fluttershy. It made sense for Sweetie to be pensive.

At each chore, Sweetie seemed more focused, rather than pensive, however, more eager to check her flank, and quick to ask the next task as soon as they'd finished. They had nearly caught up with Fluttershy's schedule by the time they stopped for lunch.

“I hope you're hungry!” Fluttershy set their plates down on the table in her breakfast nook. Sweetie eyed the hay fries and portion of mushroom pie hungrily.

“Oh, yes! Thank you, Fluttershy!”

The two dug in.

Several minutes later, as the hay fries dwindled, Sweetie looked up from her plate to see Fluttershy gazing at her. Reflexively, the young mare looked away, timid at being caught admiring the foal, but she looked back again partly through her mane. Now, it was alright to be caught looking a little.

Sweetie felt a fluttering inside and suddenly wanted nothing more than to cuddle up next to her special somepony. She obeyed the urge and abandoned her plate to sidle up next to the warm pegasus who blushed at the contact. Nuzzling her friend, Sweetie felt to release a pent-up sigh.

Fluttershy took the filly under her wing. “You seemed quieter after we left the forest edge. Is anything the matter, Sweetie?”

The young filly didn’t answer right away—wasn’t sure she should answer. “I ... kind of have a secret.”

“Oh! I don’t want to pry,” the pegasus replied politely, though she was only the more curious.

“No, it’s okay.” Sweetie’s tone was a tad melancholy. “I want to tell you, it’s just, I’m a little embarrassed.”

“Oh, I see.” Fluttershy considered what to say. “Well ... it’s alright to feel embarrassed, but, if you tell me what’s on your mind, I promise,” Fluttershy let herself pry after all ... very gently, “I’ll love you the same. If you don't want to, that's okay too, but I’ll be happy that you trust me ... i-if you do.”

The filly felt reassured and grateful for the mare’s kindness. The gentle prompting made opening up much easier. “Well ... first, this part's not really a secret, but I—I mean, even though I know you like me and you like that I’m ... little, I still wish I were big enough that you'd ... want to marry me soon ... instead of waiting. I know getting married soon isn't really a good idea, and I guess it's still early to ... be sure marriage is right for us, but that doesn’t help how I feel deep down.”

Fluttershy looked a bit sad at this, but only pondered it silently.

Sweetie continued. “And second, well ... It’s been ... almost two hours since we kissed, and ... I ... I can’t stop thinking about it ... a-about what it would be like to ... have sex—like an itch that doesn't go away. I’m worried that ... maybe that’s bad, or maybe I’m bad, b-because ... what you said. That it should only be with somepony you know will stay with you forever ... and when we’re both ready, but, even though I know that, I—maybe I’m ... bad.”

Fluttershy’s heart broke to see the filly’s eyes glisten and hear her doubt. “Sweetie ... I’m so sorry I put you through this.” The pegasus spoke with true regret. “It’s my fault I didn’t stop kissing you sooner. I knew the consequences, and you didn’t, and now, well—” Fluttershy stopped herself and took a breath “—what you're feeling is completely natural. It's ... okay. Your—well ... everypony thinks about sex a little w-when they're with somepony they like that way. Some think about it more than others, but it doesn't mean you're bad. You're the best filly I know!”

Fluttershy wished she could say more. She realized more and more how inadequate she really was to instruct Sweetie in matters of attraction and self control—matters that weren't usually taught by a pony's prospective lover in the first place, but, she thought, were ideally learned together with some basic knowledge already laid for their foundation, which the filly lacked.

Sweetie Belle looked up at Fluttershy with wide eyes. “But then ... why do I feel like ... now, when I'm with you, I ... can't stop thinking about it?” What did it say about her that she couldn't turn that feeling off and make it go away until the time was right? As much as she wanted to believe Fluttershy and felt comforted knowing the pegasus still accepted her, it wasn’t enough to quell her self doubt.

The pegasus struggled for something to say. “The thoughts ... feelings ... I guess, before marriage, they ... well ... guide you to somepony you'll connect to, hopefully. I guess the feelings are strong because ... we're supposed to ... sex is just that important for us ... But, umm ... I'm sorry. I've never been very good at ... at dealing with the feelings myself, you know?”

Fluttershy tilted her head down to offer the filly a comforting nuzzle, and Sweetie reciprocated. Their mutual turmoil ceased with the intimate gesture until, after a few moments, the pegasus paused and began to pull back—to return again to life and its trials. Sweetie reached as she did, nuzzling Fluttershy as she withdrew, begging her silently not to leave the moment, and Fluttershy paused again. Her spine tingled, she leaned back into the nuzzle, and, as she did, Sweetie leaned a bit farther and met her lips with her own. A current ran between them and, caught off guard, Fluttershy froze. Locked in her filly’s kiss, she was torn again between the right and the wrong that she both wanted.

A kiss or two couldn’t hurt could it? Fluttershy reasoned. But the floodgates were opening now. Fluttershy tried to pull back, to break the kiss, but a fiercer part of her instead parted her lips and pressed them down longingly into Sweetie’s.

This time the development caught Sweetie off guard. The older pony’s firm but gentle tongue tasted her lips, politely requesting the same, sending the filly's head spinning and exciting her in more ways than one. If she hadn't felt it before, at the forest edge, she might have been frightened. If she didn't trust Fluttershy implicitly, the little pony would have questioned. Instead, Sweetie relaxed, her eyes closed, and she parted her lips in return. Their taste buds experienced the subtle saltiness of hay fries and savor of mushrooms from a new perspective. Each wanted more, not of the flavors, but of soft lips and her partner’s eager tongue. For a short but intense half-minute each satisfied their want.

Heart pounding, breathing heavily, Sweetie broke their first tongue kiss to recuperate, and they saw each other clearly, mare and foal, both now equally desperate. At the back of Fluttershy’s mind the part that had fought for so long to stay faithful to her ideals still hoped just as desperately that she would stop—still tried to remember the noble sentiments she felt earlier that day. She loved the filly. Sweetie loved her. That meant ... something she couldn’t recall right now.

The pegasus withdrew her wing, turned, and, with a foreleg, nudged the small unicorn who let herself be guided away from the table. The couch would be much better.

Fluttershy thought of where this was headed. Now free of the kiss, she paused and fought with herself; she thought about Twilight. If she stopped now, she needn’t be alone, but if she kept going she could wind up wrecking everything she really cared about. She could wind up truly alone. The pegasus turned her gaze away from the couch to see that Sweetie was already looking up at her, waiting for an explanation or some instruction.

“Sweetie, I ... I feel r—I feel like I want to ... do some things with you, show you some things that are ... sexual.” Fluttershy felt a little awkward but still confident. Her foal wasn't judgmental of the proposal. The filly looked steadily back at her mentor and nodded. She understood. She wanted it as well. This, like Fluttershy said, was what ponies did when they loved each other.

“But,” the pegasus continued, “part of me thinks ... I mean, part of me knows that we’re not ready.” There was a pregnant pause. “What do you think we should do? What ... what do you want to do?” Fluttershy smiled at the filly, but her eyes were filled with concern.

Sweetie wasn’t used to being asked for her input by grownups, but it felt good, and, more importantly, it felt right, now, that Fluttershy consulted with her, even if it was a bit scary. She just didn’t want to make the wrong choice.

“I ...” Sweetie had to think hard. Her gaze turned downward. There was still so much she didn’t understand, at least a dozen burning questions still turned in her mind and a hundred thoughts about what she wanted and what might lay ahead. “I ... don’t think we’re ready either, but ...” She looked back up at Fluttershy, and her emerald eyes pled. She wanted the good feelings she'd begun to notice by the forest to grow, to satisfy her itch; she wanted to live up to both her and Fluttershy’s expectations, and she wanted guidance, whatever sort it may be. “I want it still ... I want you to show me and teach me a-about sex.”

Silently, Fluttershy walked the filly to the couch where they sat on their tails.

“But, what you said earlier—that if you share the feelings with somepony you trust to be with you for life, you'll both be happy ... and neither of us are ready”—her thoughts came out disorganized but made sense to the young mare regardless—“Fluttershy, what will happen if we do anything right now?”

The pegasus turned her gaze from Sweetie to look off into space. “Probably ... maybe ... something terrible.”

The unicorn seemed to look at whatever it was Fluttershy did, pondering the question and her response, then turned back to the young mare. Fluttershy looked defeated. From her posture to the way she peered sadly from the corner of her eye down at Sweetie Belle, she looked truly like the last of her will had been spent. Sweetie's heart broke.

“What—what if—” could there be any other way, she wondered “—something terrible doesn't happen? Are you sure it will be bad?”

“I honestly—” Fluttershy honestly wished she didn't know better. It took what felt like the last ounce of her will to admit she did “—I ... am certain it would be bad.” She wished she could lie. Love prevented her. “If we kiss more, though, then soon I won't care about it, and we'll be able to pretend we're happy for a little bit, but we'll have done something very wrong for a fleeting pleasure, and, in the end, we'll both be sad that we didn't wait until the right time.”

The littler pony's heart wrenched. “Fluttershy, will you just hold me instead, then? With no kissing or touching, hold me until we both feel better and just tell me you love me again, please.”

Fluttershy's eyes glimmered faintly again with hope. She looked back at the filly directly, seeing her purity, and she loved her more ardently than she ever had. Tenderly Fluttershy embraced the foal and a tear fell on the unicorn's swirled tail. Sweetie clung to the mare next to her and was lifted as Fluttershy lay back on the comfortable couch so that, like at the forest edge, the unicorn lay against her soft barrel, close to her neck.

“I do love you, Sweetie Belle,” she whispered emotionally in the unicorn's ear and ran her hoof through the filly's soft mane. “I love you more than I can ever tell you right now.”

“I love you too, Fluttershy.” Sweetie squeezed her as tightly as she could, and Fluttershy felt whole during those bliss-filled seconds. She returned the squeeze, and the two rested quietly in each other’s warm embrace. Fluttershy’s tension eased, and she let herself relax, exhausted from her late preparations yesterday, her early wake-up call from Twilight that morning, and everything that had happened that day. She was grateful she’d left the last half of their day more open, that most of their chores were already taken care of.

“Sweetie?” Fluttershy’s voice sounded almost groggy.

“Yes, Fluttershy?”

“I’ve been thinking about how we could get married sooner, and ... I think, the only way we could is if Twilight helps us ... but it’s very risky. If she doesn’t understand that you’re ready it could mean that we would never see each other again ... or for a very long time.” The pegasus paused to yawn. “Even if she does understand, it will still be hard for her to help us go against what everypony else believes is normal and right, and ... if your sister or parents or your friends disapprove, would you still want to be married then, even if they were angry with us?” In her exhaustion, Fluttershy asked the the question more to herself than to Sweetie—continued to think aloud rather than wait for an answer. “It's very rare that two fillies marry, without a colt, at least. Would you want to eventually marry a stallion too ... if we had to?”

The ticking of Fluttershy’s wall clock filled the cottage while the little unicorn considered the possible road blocks to what she wanted. She was happy to hear that Fluttershy was considering it, after all, but Sweetie hadn’t fully realized the consequences. She felt scared, suddenly, to lose Fluttershy, not just as her new and first special somepony, but as a friend. If the only way to be with her meant running away with her, could she do that? Would she have the heart to leave behind her family and friends? Sweetie had entirely missed Fluttershy's last question, preoccupied with the first.

Minutes passed, and the unicorn still couldn’t answer. In her distraction she hadn’t noticed Fluttershy’s breathing change, but now she noticed the deep inhalations. Tired and pleasantly full from lunch, the pegasus had drifted to sleep. Sweetie Belle called to her in a voice just above a whisper. ... No response.

Even though it wasn’t an answer to Fluttershy’s question, Sweetie’s musing had at least helped her decide that, one, she loved Fluttershy even if her family and the whole town disapproved, and, two, their relationship indeed needed to be kept secret until they were ready to try relying on Twilight Sparkle. How long would that be, though? Anything felt too long to Sweetie Belle.

Proper answers could wait while the pegasus slept, she decided, so Sweetie took a minute to let the burdensome thoughts melt away while she relished her fillyfriend's warmth.

She nuzzled the mare's neck and ran her hooves across her sides greedily. The filly's caresses elicited a soft moan-like sigh from her friend. The noise made Sweetie grow slightly warmer, and the little filly suddenly recalled another time Fluttershy had let down her guard as supervisor. She remembered the naughty feeling she’d had the night she and her friends had snuck out of bed on a mission to save Elizabeak the chicken, and the urge hit her to take advantage of the situation now, as they had then.

Sweetie normally wouldn’t be swayed. She knew it was wrong. Usually it took her friends’ drive to push her into mischief like they had with Babs Seed and the Summer harvest day float or with that absurd chicken-rescuing scheme. Their ideas were much more physically dangerous than she would ever desire to attempt alone. On the other hoof, Sweetie had been by far the most eager of the three when it came to their Hearts and Hooves Day debacle. It had seemed safe at the time, and romantic love was something she’d taken a keen interest in ever since she’d watched her sister begin to crush on various colts and stallions.

Sweetie only resisted temptation for a couple more minutes before curiosity and the intense excitement of being in her first romantic relationship overwhelmed the nervousness and any guilt she felt at the minor misbehavior she intended. Before she began, the young filly took one last opportunity to inhale the sleeping pegasus’s scent shamelessly—meadow grass, fragrant herbs, and a light muskiness from their morning’s work. She thought it was wonderful, to say the least!

[EXPLICIT CONTENT WARNING—Scroll down to the red text to skip.]

Sweetie carefully proceeded to slide lower, feeling her fillyfriend’s developed teats caress next to her own much smaller ones. The feeling of their exposed skin touching sent shivers up her spine. Fluttershy sighed again and shifted subtly, prompting Sweetie to let the mare get used to her position for half a minute. The small belle gently caressed the pegasus's sides again, and she cooed softly.

At a snail’s pace, the filly blindly explored Fluttershy’s inner thighs and tail with her own, feeling the position of the mare’s hindquarters. Slowly and steadily, Sweetie pulled one back hoof then the next from where they rested at the pegasus’s stifles and slid them between her thighs. With another cautious pause, Sweetie took a steadying breath then inched downward once more until she felt their ends meet.

In spite of her imagination, Sweetie still had little confidence in her understanding of how actual sex was supposed to work between two fillies, but being so close s still brought her a thrill. Feeling the intense warmth of the mare’s nethers near her own caused the little foal to shudder and melt. Thinking of how a colt might position himself, Sweetie slid her back hooves apart and beneath Fluttershy’s conveniently elevated thighs as she arched her lower back to draw their most intimate parts lightly together for the first time. ... Her small body trembled.

Wanting more, Sweetie Belle clung to the pegasus and pressed herself in more firmly. She was rewarded with an intense tingling as they shared their heat directly. It felt ... simply amazing! The little unicorn stopped herself from grinding instinctively against her mature fillyfriend for fear that she might wake her, but the thrill of the risk of getting caught almost made up for the inability to move as she wished. Her body knew naturally that the pleasure could far exceed what she had imagined, however, and it continued to shudder at the contact between their genitals.

After a minute, Sweetie grew uncomfortable in the static position and relaxed, causing their bottoms to separate. Fluttershy shifted again, this time squeezing the filly’s hips between her haunches, trapping her. Sweetie grew wide-eyed as she felt Fluttershy’s forehooves suddenly against her withers, pressing her firmly against her lower body. The mare pulled her in, trying to reestablish the contact.

“Swee—Be—” The utterance nearly gave the filly a heart attack before she realized it was only sleep-talking. She laughed quietly to herself, and, after a moment, the filly grinned wider in realization. Despite being unconscious, Fluttershy also wanted more.

N-no, Sweetie fought the urge, her smile quickly pulling back into a nervous frown. She'd already done enough, hadn't she? Well ... maybe ... just a little more. It took Sweetie half a moment to decide that what Fluttershy wouldn’t remember couldn’t hurt her. Another half-moment later and Sweetie decided that, right or wrong, what Fluttershy didn’t know also couldn’t hurt her relationship with Sweetie Belle. Beside, Sweetie wanted it so badly that she thought she’d be willing to suffer the consequences later if it meant she could keep going at that moment. Do more; explore, her body urged.

Sweetie Belle drew her small pussy again toward the mare’s to make contact, but her effort was thwarted. Fluttershy’s tension pinned the little filly, limiting the reach of her hips. Sweetie Belle did the only thing she felt wouldn’t risk waking Fluttershy—she waited. It wasn’t long before the young mare did just that, and, having thought carefully meanwhile about what she wanted to do next, the filly was able to slip down between the pegasus’s hind legs.

The little unicorn passed between Fluttershy's thighs, and they spread wide so that her marehood presented itself before Sweetie’s petite muzzle. The little filly looked at it in awe. A drop of moisture clung at the very bottom toward the mare’s anus, its outer lips were rosy, and, just inside, the filly could see sparkling folds an even deeper shade of pink.

The filly sniffed once tentatively, decided the aroma was tolerable, and inhaled a bit more deeply. At such close range it reminded her of old wet hay. She recoiled a little at that and was glad that Fluttershy didn’t see her reaction. Did ponies actually enjoy licking this? Still, it couldn’t be that much worse than the worms she’d handled earlier, Sweetie thought, and, she reasoned, tasting it now would prepare her for the future and make Fluttershy’s dreams very pleasant.

Her rationalization adequate for the time being, Sweetie decided to collect more information—the better to avoid waking her friend in eager haste. The little filly carefully raised her own backside and separated her thighs just enough to slide one hoof between them. In an effort to imitate how it might feel for Fluttershy, the foal slid the edge of her hoof along her slit and into her own folds.

Oh Celestia! Why hadn’t she ever done this to herself before?!

A couple minutes later, Sweetie Belle was still focused intently on the feeling between her legs, and, in that time, she noticed suddenly, Fluttershy’s scent had become much better than tolerable. The warm scent was pleasant, even inviting. Sweetie began to wish her movements weren’t so restricted. Without disturbing Fluttershy’s rest, it was impossible to gain the speed and angle she desired for herself. Sweetie forced her hoof to withdraw once she thought she knew what she was after. She shouldn’t waste an opportunity like this exploring herself while she still had Fluttershy’s secrets to uncover anyway, she thought.

Compared to her mature friend, Sweetie's own scent was weaker, closer to the scent of normal perspiration with a hint of that afternoon’s bowel movement. Sweetie thought it odd that, though the trace of fecal aroma disgusted her a little out of habit, it wasn't nearly as bad as she'd thought it would be. Upon tasting the wetness from her own hoof, Sweetie confirmed a mild saltiness (she had expected as much) plus a mild sweetness.

Finally, the young filly lowered her nethers, sat on her haunches, and turned her attention back to Fluttershy. Having given it some time to rest, she noticed her fillyfriend’s place had lost some of its color. The little filly decided to start by identifying the parts she'd felt on herself as closely as possible. Where to start? Sweetie Belle reached with her right hoof to the young mare's nearest teat, the bare skin warm and soft. While not nearly as full as she remembered her mother's, it certainly felt mature as she pressed it softly.

Sweetie swallowed hard and slowly began to run her hoof back toward herself and the shy pony's moist area. She watched the pegasus closely, afraid that stimulating the sensitive spot might wake her. Sweetie felt warmth spread from her cheeks and nethers to the rest of her body, head to tail, and the near constant fluttering inside of her spiked as her hoof rested over her goal, the mature filly's slit. Despite expecting the increased warmth of her friend's spot, feeling the intensity of the other pony's heat still surprised her a little. With trepidation, the foal slid her hoof down one labia and parted the mare’s folds. Fluttershy’s hind leg twitched, and she breathed in abruptly.

Sweetie Belle froze and panicked. Hyperaware of their surroundings, Sweetie watched and listened closely. The sound of birdsong outside made its way faintly into the living room, a bumblebee cast its shadow from outside the front room window as it flew past, but Fluttershy remained still and silent thereafter. With a sigh of relief, Sweetie proceeded to closely examine the mare parts before her.

Nothing came as too much of a surprise, but that didn’t lessen Sweetie Belle's fascination or excitement. The unicorn filly had never seen her own parts so closely, and she’d certainly never looked inside before. As Sweetie inspected Fluttershy, the aroma quickly grew stronger, and the color and swelling returned more noticeably than before. She suddenly felt a bit lightheaded. Fluttershy looked so ... deep. Sweetie tried to imagine a colt’s thing going in, but it didn’t quite add up to her. How could something so apparently floppy go in as far as Apple Bloom made it sound?

Sweetie mused and explored quietly for what seemed like only a short time to her when the cuckoo clock sounded at half-past the hour. Time had flown by. If she was going to do it, thought Sweetie, she’d better get on with it. The filly took one last look and a deep breath, extended her small tongue, and met the pegasus’s outer lips. One small lap caused the pegasus to tremble lightly and her lower body to tense subtly. The taste wasn’t exactly bad. ... Sweetie lapped again, this time deep between the folds. She again appreciated the warmth. The smell and taste were alright, but the texture ...

Sweetie Belle pulled back, squinting at the unpleasantly mucous sensation of her fillyfriend’s vaginal secretions, and rubbed her tongue on the roof of her mouth. Saliva welled up, and she felt the need to spit, but there was no place to do so without making a mess. Squeezing her eyes shut, Sweetie forced herself to swallow against her gag reflex. Maybe she would avoid there for now. There was a special spot instead, fortunately, that didn’t have quite as much wetness, which, Sweetie discovered, felt extra good on herself when she’d rubbed it. Sweetie quickly discovered that prodding and licking the spot caused the pegasus to emit soft happy moans and the occasional whispering “y-yes!” between erratic breathing. Amused by this, Sweetie found the spot rather fun to play with.

Less than a minute of teasing and the inexperienced foal felt dizzy with the thrill of the taboo and her own arousal. Wanting more she lowered her muzzle and took the nub in her mouth entirely to suck at it like a treat. Very soon Fluttershy began to arch her back and pant heavily. Not knowing for sure what to make of this, Sweetie was concerned that she might be hurting the vulnerable pegasus. If that were the case though, why hadn’t she woken up?

Sweetie Belle stopped, a bit nervous at the thought, and was shocked next at what she heard. “P-Please—” gasp “—d-don’t stop, Sweetie!” Fluttershy pleaded softly, whimpering.

Sweetie Belle saw that the pegasus’s eyes were closed tight. “F-Fluttershy?!” she called softly, hoping vainly. “Are—have y—are you awake?!” The filly was petrified at what she feared might come next.

“Please, don’t stop!” the pegasus reiterated, this time an urgent whisper. Whether she was awake or not, the foal couldn’t tell for sure. She knew what she wanted to believe, but, either way, she felt compelled to heed the request. Once again, she lowered her soft lips to the tender mare’s sweet spot and drew it into her mouth.

Sweetie’s head had cleared a little with the shock, and she now began to consider what was happening more objectively. As she sucked, the enormity of the risk she'd been taking with this act dawned on her. She recalled her friend’s expression before it had all started, the pain she’d seen at her guilt for letting Sweetie get so close, and Sweetie thought of the very real harm she might be doing at that very moment if her friend were conscious. She couldn’t continue without knowing. The filly stopped sucking, once more leaving the pegasus to whimper. This time Fluttershy made no request for her to keep going, however.

“I—I’m sorry Fluttershy,” the filly’s voice trembled with remorse for what she’d set into motion. “I’ll keep going, but ... only if you admit that you’re awake and ... o-only if you really want me to.”

Fluttershy’s features twisted as though she’d been given something bitter to consume. Moments that felt like minutes passed and, finally, the young mare’s eyelids twitched beneath her furrowed brow. Her eyes opened, her chin tilted downward, and her gaze met Sweetie Belle’s who, despite her suspicions, was shocked again to see her fear confirmed.

“O-okay. ... I—I really do. P-please, Sweetie.” Blush and shame painted themselves thickly across the timid mare’s face, and her eyes shifted as she found it difficult to continue looking at the foal. Sweetie swallowed anxiously and felt her heart race, but she obeyed.

Neither Sweetie nor Fluttershy attempted to make eye contact as the filly again pulled the intimate part inside her mouth and suckled it. Again, the mare panted, her back tensed and, with nothing left to hide, she let herself squirm a little.

“Oh, yes!” Fluttershy's exclamations were soft but no longer whispered, and soon she became vocal with her panting. It sounded to Sweetie almost like her friend had swallowed a squeaker. The filly tried to enjoy it as she had, to make the best of her mistake, but her pleasure, even the comic effect of Fluttershy’s increasingly rapid squeaking, were marred by the guilt she couldn’t help but feel.

Suddenly, Fluttershy’s noise stopped. Something warm gushed onto Sweetie Belle’s chin, the pegasus’s wings spasmed beneath her, she gasped, and then exploded with a loud moan she couldn’t control. The little filly faltered, convinced that this time she must have hurt her friend.

“Don’t stop!” Fluttershy was no longer quiet but emphatic and noisy. Startled, Sweetie Belle, abruptly, more forcefully than intended, clamped her lips and drew her small tongue roughly around the flesh. The mare yelped loudly and then managed to lower her volume. “S-ah! Softer!” Sweetie Belle obeyed again, and, subsequently, the mare released moan after delighted moan, this time at a more moderate volume.

“Ahh! Sweetie, yes! Good! Eh-even softer now, please!” Sweetie stopped sucking and instead drew her tongue tenderly over and around the nub. The change brought about a new sensation for the yellow pony and sent her pleasure skyrocketing again into a second orgasm.

Several bliss-filled moans later, sighing and panting, Fluttershy brought her right forehoof lovingly to Sweetie Belle’s mane. The unicorn looked up, finally, and saw her mentor’s tender, appreciative smile. The smile faded as Fluttershy saw tears in Sweetie Belle’s eyes.

“Oh! You ... you can stop now, Sweetie.” Fluttershy brought her hoof down to the filly’s jaw, caressing her cheek as she did, and, as Fluttershy raised her chin, Sweetie Belle relinquished the young mare’s thoroughly pleasured love button.

Not even the foal’s apparent sadness could subdue the older pony’s high, but it did taint it. Fluttershy sat up, and, with compassionate eyes, smiled at the filly. Fluttershy wiped her cum from the little filly’s chin and leaned in to kiss her. Sweetie reciprocated only halfheartedly.

[EXPLICIT CONTENT END]

When the mare pulled back, the foal briefly attempted a smile in return, but her eyes leaked more tears, the corners of her mouth fell, and she lowered her head to cover it with her forehooves while she cried. Fluttershy’s happiness waned, and she couldn't help but raise Sweetie into a hug.

“Shh! There there.” Fluttershy lowered herself to speak softly into the foal’s ear. “You did amazing, Sweetie Belle.”

The little filly quieted and sniffled then looked up at Fluttershy. “I—You’re not—” sniff “—angry?”

Fluttershy shook her head, but stopped and nodded when she realized, “I’m angry at myself, but not you.”

“Wh-why were you yelling then?”

“O-oh!” Still high, the pegasus had to hold back a giggle. “I, um—that’s ... normal wh-when ponies get to the very best parts of sex. It just means it feels really good. I’m so sorry, Sweetie! I would have explained it to you before, but it was sort of, um ... well, I thought I could control it if I ... kept on acting like I was asleep, and I—I’m really sorry I didn’t admit I was awake right away too.” Fluttershy couldn’t help but pause at the odd poignant mix of deepening sorrow with the extreme high of her sexual satisfaction, “I, well ...” she attempted to explain herself, “I was just surprised, and I didn’t know what to do, a-and then I didn’t want you to stop. Uhm ... I guess I made that part obvious. But it was rude of me to fall asleep in the first place, Sweetie. I’m responsible for everything that happened. I'm terribly sorry!”

“Oh,” was all Sweetie could say in response, nonplussed. After a moment’s contemplation, she sniffled again and sat up. “I thought you were really mad at me.” Sweetie swallowed the last of her tears, “But why would you be mad at yourself and not mad at me? I’m the one who ... did what I shouldn’t have. I’m ... a bad filly.” Sweetie’s eyes watered again and she buried her face in Fluttershy’s coat to sob anew at the guilty admission.

Something other than her already aching heart fractured in the kind mare. It started deep and unseen by the foal.

For every bit of pleasure Fluttershy had felt, for the immense satisfaction she'd had, and for the intensely close feeling she'd briefly enjoyed with the foal, Fluttershy’s sorrow and guilt grew and compounded on itself. The feeling was unreal. It wouldn’t stop. She couldn’t escape, and, as she saw what she'd let happen to Sweetie Belle, it all had become absolutely unbearable. Seconds passed as it crashed down on her, and she gasped once.

“I—” Fluttershy’s eyes watered, and her voice shook almost violently. The kind mare lost herself, and, as she did, she released a slow sigh. “Sweetie.” She suddenly sounded calm but distant, a thousand miles away.

Fluttershy’s forelegs had loosened, weakened, trembled, and finally gone limp. The little filly looked up from her mentor’s chest with large glistening eyes. Something was terribly wrong with the pegasus. Her eyes looked cold ... extremely cold. Sweetie felt them pierce her, freeze her so that she could neither move nor speak nor break eye contact. Suddenly, the little filly could barely breathe. Fluttershy looked down on the stunned filly and began to crane her head closer. Sweetie was compelled to lean away, to lie back. She shrank in inexplicable fear at the effect of Fluttershy’s gaze, and, soon, Fluttershy had risen to tower over the filly.

The very instant that Fluttershy began to slide her hoof from the filly’s blank flank toward her crotch, a blindfolded bunny bounced abruptly between the pair. The pegasus’s eyes changed almost as quickly from ice to fire, staring daggers that, debatably, might actually have killed the small lapine figure except for the fact that his blindness made him immune.

Fluttershy blinked once, frustrated, then again, uncertain, and then again, confused, before Angel Bunny’s stern frown and furrowed brow had any effect on her. The bunny perched on Sweetie Belle’s face, forcing the filly to shut her own eyes and Fluttershy to lose her lock on the foal. Suddenly, Fluttershy gasped. “I—I’m sorry! I have to go, Sweetie—right now!” Fluttershy bolted for the door. “Leave when you want to,” came the pegasus’s final words before she took flight from the cottage almost as quickly as Rainbow might fly in a race of life or death.

Hearing his owner depart, Angel Bunny lifted the blindfold and hopped off the foal’s face to the far side of the couch to give her some space. Sweetie Belle’s eyes fluttered open, and, freed, she quickly began panting and shaking. Tears resumed their flow from earlier, now intensified by additional trauma. “W-w-wh-what in-n Equestria j-just ha-happened?”

Fluttershy drew back her hoof as if to pound on the door of Golden Oak Library but at the last second held back, knocking gently. Usually the town library was open at this hour. Despite it being lunch time, Twilight and Spike took turns helping patrons.

No answer came until, desperately, Fluttershy knocked a second time more firmly. Spike answered the door, a couple of crumbs on his face and a napkin tied around his neck like a bib. He appeared annoyed until he saw Fluttershy’s expression.

“Oh, Fluttershy. It’s ... What’s wrong?!”

“T-Twilight—” pant “—I need—to talk—to Twilight,” she managed breathlessly.

“Um ... Twilight's with Rainbow Dash and Scootaloo right now. I could—”

“Please, send her a note—Just tell her that—I need her.”

The little dragon didn’t question the frantic yellow mare, but let her inside. Within the minute, Twilight materialized inside the library. Seeing her friend’s state, she ran to her and hugged her. Fluttershy immediately let loose the sobs she’d held back.

Twilight looked briefly back at Spike with a serious expression. “You remember what we talked about? This stays quiet, understood?”

“Yes, Ma’am!” Spike saluted dutifully.

Twilight turned her full attention back to the friend she held sobbing into her shoulder, squeezed her for several more seconds, and broke their embrace to awkwardly fold one of her new wings around the yellow pony and guide her up to the privacy of her loft.

Author's Note

Revision published: 28 January 2015
- for punctuation and flow

Original Note:
Happy season 4 premier to everypony!

As it happens, it seems I've set this fic at a lucky spot chronologically between Equestria Girls and the season 4 premier, specifically the spring before the Summer Sun Celebration of s4 and some time after the princess summit of EqG.

I'm going with that I think, but may still change and rewrite some bits and pieces if need be to fit in better.

Edit - 12/31/14 : Revised for punctuation, flow, and voice.