Scootaloo lay napping on Fluttershy's bed; the soft blanket wrapped around the young pegasus while the comfy pillow cradled her small head. Sleeping like a baby, Scootaloo didn't even wake up to the sound of Fluttershy casually walking into her room. Locking the door behind her, Fluttershy made her way to the open window, looking out them to see if any pony was nearby...there was nopony around. Quietly closing the window and closing the curtains, Fluttershy glanced at the sleeping Scootaloo, a faint grin smeared Flutyershy's face. The opportunity was almost too perfect, this was the kind of moment Fluttershy has fantasized about.

"Scootaloo?" Fluttershy kindly whispered, using her hoof to slightly nudge the sleeping filly. "Scootaloo?"

Making cute groans and small stretches, Scootaloo slowly opened her eyes."Flutter..shy?"

Fluttershy's heart almost skipped a beat, Scootaloo was SSSOOOOOO adorable, Fluttershy couldn't help herself. Quickly but gently closing the distance between them, Fluttershy's soft lips pressed against Scootaloo's. Although she tried to put up some form of resistance, Scootaloo quickly found this kiss was too much for her. Scootaloo's heart was beating faster, she felt a slight tightness in her stomach and the area between her thighs was getting a little moist.

"Fluttershy? Why are you doing this?" Scootaloo asked as Fluttershy moved her mouth away.

"Shhh...Shhh...Shhh..." Fluttershy said, placing her hoof on Scootaloo's mouth, slowly moving it down her body. "Don't worry Scootaloo, you'll feel better soon."

Scootaloo offered no resistance as Fluttershy slowly leaned Scootaloo onto her back, Fluttershy's body hovering over her. Fluttershy slowly began giving little kisses along Scootaloo's soft neck, while her hoof was slowly moving down Scootaloo's body.

"But what about Apple Bloom and Sweetie Belle?" Scootaloo tried to say louder but her voice was faint.

"Don't worry." Fluttershy responded, now slowly licking Scootaloo's cheek. "I told them you needed some rest so they will be coming back tomorrow."

Surprisingly to Scootaloo, that put her mind a little at ease. This feeling was all new to her, Scootaloo has never had anypony touch her or make her feel the way is she. Fluttershy's wet tongue was gentle but everywhere it touch sent a small shock through Scootaloo's body. By this point, Fluttershy's hoof was now slowly rubbing Scootaloo's inner thigh and was getting closer and closer to the moist spot.

"No...Fluttershy..." Scootaloo adorably moaned in pleasure. "Not there..."

"Don't worry Scootaloo.." Fluttershy replied, now nibbling on Scootaloo's ear. "It's going to feel better soon."

Scootaloo's heart was racing, but not as fast as Fluttershy's. For years Fluttershy had to release her "urges" through her own means; with her own hooves....and toys....but now a young, innocent filly was in her grasp. Fluttershy was going to tease and enjoy every moment of this. A little harder and faster, Fluttershy rubbed her hoof against Scootaloo's clit. Scootaloo couldn't help but let out more and more little moans, she was enjoying this new found pleasure.

"Flutt..ershy...*Ahhhhh....this isn't right.....*moan...." Scootaloo moaned.

Fluttershy's mouth kissed Scootaloo's again, their tongues hugged and embraced each other. "Then maybe I should stop, tell me you want me to stop." Fluttershy remove her hoof from Scootaloo's pussy, she did nothing else, only leaned over Scootaloo.

Scootaloo was now feeling frigidity, she wanted to feel that pleasurable feeling. Her legs started to rub against themselves, trying to get that feeling again, but it didn't work. She was sweating, her tongue was slowly coming out of her panting mouth, a bright red blush smeared her young face, it was almost like Scootaloo was in heat.

"Oh.." Fluttershy teased, moving her face close to Scootaloo but not touching it. "Didn't you want me to stop? Why is your face getting so red?"

"Please...." Scootaloo was losing herself. "I want it...."

"What was that?" Fluttershy continued to tease. "I couldn't hear you. Speak up."

"I want it I want it I want it!!!" Scootaloo said as loud as she could, which wasn't that loud.

Fluttershy's lips pressed hard against Scootaloo's, but this time it was Scootaloo who put her tongue in Fluttershy's mouth.

"Good girl." Fluttershy said, looking deep into Scootaloo's eyes. "I should give you a reward for your honesty."

Fluttershy slowly glided her head down Scootaloo's body, gently kissing and licking her stomach as she made her way to Scootaloo's now rather soaked pussy. Using her, surprisingly skilled, tongue Fluttershy licked and teased Scootaloo's little pussy. Scootaloo's body felt a shock and a shiver, that shot through her delicate body, in a instance her body felt numb and sensitive. Fluttershy noticed this reaction and with a blush and a faint smile, she continued working her tongue.

Slowly moving her tongue up and down the pussy lips, her teeth gently nibbling the clit. Every so often , while her lips were kissing the pussy lips, Fluttershy even pushed her tongue inside the pussy. Scootaloo's love juice slowly dripped out from the feeling.

"Flutter...shy....It feels funny down..-" Scootaloo could finish what she was saying. There a slight tightening feeling in her stomach and pussy. Her muscles were tightening.

"Let it all out Scootaloo..." Fluttershy said, nibbling on the clit and now rubbing the pussy with her hoof at a faster and faster pace.

Scootaloo couldn't hold it in much longer. "Fluttershy.....I'm about to.....AhhhAAAAAAAAAHHHHHHHHH...."

Scootaloo's orgasm sent shocks of pleasure throughout her body, love juices gushed out of her trembling pussy. Fluttershy lapped up the juice as if it were a good cider.

'Hmmmm!' Fluttershy thought with a giggle. 'Tastes like honeydew!'

Moving her face away from Scootaloo's drowning pussy, Fluttershy moved up to Scootaloo's face.

"How was your first orgasm?" Fluttershy teased. Scootaloo said nothing, only forced her lips against Fluttershy's, their tongues dance and a little drool came from their mouths.

Scootaloo got a good taste of her love juices, it was better than anything she's ever tasted. She wanted more of it, but Fluttershy had other plans. Moving her face away, Fluttershy adjusted herself where she was practically sitting on Scootaloo's face.

"Now it's time you make me feel good." Fluttershy seductively teased. "Do you want to keep going?"

Scootaloo looked at Fluttershy's pussy. It was so wet, it sparkled, she could feel the heat it produced and its smell was intoxicating. Scootaloo could almost drown in this feeling. Her face was now more red that orange, her breathing became heavy panting, her own pussy was getting wet, she was almost about to cum again just from the smell and felling of Fluttershy's pussy being so close.Her little body was trembling.

Scootaloo slowly opened her little, wet mouth; her tongue stuck out, as if she was about to eat. "Yes! I want it!

Author's Note

Okay...........Okay I am....wow...I am amazed and slightly "What the Hell"'ed.I mean when I first came up with this story, i never thought it would be as popular as it is now. Within the first two days, I've had practically record views and favorites and by Day: Four, those numbers almost doubled. How did you people find this? Do you search for Fluttershy sex stories?

But I digress...........

This story will only consist of Fluttershy going after the Cutie Mark Crusaders(Yes that also includes Babes Seed, only because she is technically a Crusader)

If there are any other fillies you'd like to see Fluttershy have her way with, leave a comment or whatever...........but it HAS to be a filly you recommend, if not, then it kinda ruins the idea of this Foal-Con Fluttershy. If you have any other suggestions, let me know.

Thank you