Against all odds.

Twilight fell backwards onto the bed, pulling Fluttershy who let out a gasp and squeal of delight. Letting out a small sigh, Twilight wrapped her forelegs around Fluttershy's waist, pulling her closer and feeling her grind.

"Mmm, You're frisky..." Fluttershy purred into Twilight's ear, followed by a nuzzle.

"How could I not be, having the most sexy Pegasus as a marefriend," She replied, nibbling Fluttershy's earlobe, reciving a forceful kiss on the neck.

"I'm not that sexy..." Fluttershy whispered, "compared to you..."

"Oh really?" Twilight said, moving her hooves down slowly. "Well, these are much better than mine!" Twilight gripped Fluttershy's rump and squeezed, eliciting a small moan.

Fluttershy caught her breath and felt her wings start to stiffen. She leaned on one leg and moved a hoof down Twilight's body. "I know of one thing that everyone is envious about..."

Fluttershy twisted Twilight's nipple and bitter lip as Twilight's eyes closed and groaned with pleasure. Leaning in, Fluttershy continued, "Rarity's quite jealous about them. Her's are... not as perky."

Twilight gasped and grinned herself against Fluttershy, looking for more. "Fluh...Flutters... Harder!"

Fluttershy obeyed and twisted harder, smiling as Twilight groaned once more and rammed her tongue into her marefriend mouth as she was taking a moan.

Twilight kept one hoof on Fluttershy's rump and moved one up to her wings, keeping it on the base. She moaned into Fluttershy's mouth as she battled the invading tongue and fought back, pushing her own tongue forwards.

Unfortunately they needed air and separated, their faces bright red and gasping for breath. "I love you so much..." Twilight said, running her hoof over the base of Fluttershy's wings, feeling them become fully erect.

"I-I Love you more!" Fluttershy moaned as she fought for breath.

Twilight couldn't help but smile as the mare she loved started to melt like putty in her hooves. She leaned in and whispered, "I want to try something different..."

If Fluttershy heard, she didn't answer. Twilight gripped her love firmly and slid up the bed, bringing her along.

Once fully in the middle of the bed, she flipped over and laid Fluttershy down on her back. Leaning in, she kissed her on the cheek and nuzzled firmly, "Just lay there, I'll make you scream..."

Twilight was determined to show her love how much she meant to her and knew exactly how she was going to do it.

Fluttershy opened her eyes and watched at Twilight travelled down her body, kissing as she went. First, her collarbone, then her chest and onto her stomach.

She took her time and peppered each spot with numerous love filled kisses.

"You," kiss, "are," kiss, "so," kiss, "sexy..."

Fluttershy squirmed under the onslaught of mind numbing sensations. Moaning, she reached down but was stopped by Twilight's magic.

Looking up, Twilight smiled and moves Fluttershy's legs out to the sides of the bed and "locked" them there. "This is all about you, not about me," she said, going back to worshipping her mare's body.

Fluttershy grunted and tried to move her legs, but go no avail. She was stuck. "P-Please..." she groaned; her stomach heaving.

"Nu-uh, I'm going to make you scream and there's nothing you can do about it."

Looking away, Fluttershy struggled with her bonds and found herself grow excited for what was about to happen. "Yay..." she quietly mumbled, eliciting a grin from Twilight who went right back to her kisses.

Twilight moved down Fluttershy's body some more, making it to her navel and kissing around it before sticking her tongue out and licking it out. She drew back with a smile and lit up her horn.

Fluttershy gasped as a soft caress passed over her wings, ticking her primaries. "More..." she panted, her body becoming sleek with sweat.

"Soon, my love, soon," Twilight purred, "I want you to beg for it before I make you cum."

'shy shivered and bit her lip as excitement washed over her and she squirmed some more, trying to get her aching pussy closer to Twilight's body in any way possible.

The magic washed over her wings again and she moaned a little louder. Her wings were practically hurting from how tense they were and Twilight could see them twitching door release.

A giggle was released from her lips and she moved up Fluttershy's body. "What do you want?" Twilight asked, starting into her eyes.

Fluttershy stuttered then finally replied, "Your tongue..."

Twilight raised an eyebrow, "Only my tongue?" She licked Fluttershy's face, "Where?"

"In m-my..." Fluttershy moaned again, louder, as Twilight ran a hoof over her wing, from base to tip.

"In your what??" Twilight asked, smirking as her marefriend's face turned an even deeper shade of red than she thought possible.

"In my... My pussy..."

"Very good..." Twilight whispered, kissing her. She pushed her tongue in and swirled it around, dominating every aspect.

She pulled back and pecked Fluttershy on the cheek. "I'll give you what you want, but you have to do something for me next time..."

Frustrated and on edge, Fluttershy nodded instantly. "Just make me cum already!" She shouted, annoyed at Twilight for making her wait.

Smirking, Twilight moved her body back down and travelled between her thighs. It was clear just how much her marefriend wanted to come as Twilight could practically feel the heat and it felt enough to burn.

She stuck her tongue out and ran it up and across the slit, making Fluttershy scream out just from a touch.

Twilight licked a few more times before she begun to suck at the lips, pulling them out and opening her up.

'shy lost her breath as she felt Twilight's cool breath flow across her boiling cunt like a block of ice and she bucked, ramming it into Twilight's face.

Twilight pushed back and stuck her tongue into Fluttershy's pussy, determined to make her wake all of Ponyville up. Her tongue moved inside, the moist walls trying and failing to grip the slippery appendage.

Fluttershy squirming intensified and Twilight lost control of her magic, letting her go. Instantly, her legs shot down and pushed Twilight deeper into her snatch, drowning her in mare juices.

"That's it, fuck me with your muzzle!" Fluttershy screamed, pleasure overcoming her. "Ram it in, more!"

Twilight was surprised by this, but carried on. Fluttershy had never said anything like this before and Twilight found it exciting, her own cunt dripping with excitement.

She moved her own hoof back and started rubbing her button, desperate for some attention. Making her mare come had the side-effect of getting her all riled up.

She moaned into Fluttershy, also making her moan and nudged her critoris with her nose.

'shy tensed up and ground her cuntagainst Twilight's face as her pleasure peaked and overflowed.

Her world danced with stars and moaned out as juices squirmed out onto Twilight's muzzle, drenching her and the sheets.

Twilight furiously mashed herself, trying to come. A few minutes and she was also moaning as the pleasure washed over her, making her tense up.

As it peaked off and the afterglow came over them, Twilight crawled up and laid down next to 'shy, wrapping her leg around her chest and nuzzling her cheek, licking her lovingly. "I hope I didn't disappoint..."

Fluttershy let out a breath and smiled, "You never do." She leaned in and the two shared a kiss.
~~~
Twilight's eyes opened slowly and she felt the warmth covering her. She blinked and she that she was now in bed and smiled, "Too good for me..."

Snuggling back down, she waited for the hoof-steps coming up the steps to enter and pulled the covers back.

Fluttershy entered the room and saw Twilight awake. "You're awake," she said, smiling.

"Yeah, I couldn't stay asleep without you." Twilight patted the area next to her and watched as Fluttershy climbed into bed and squirmed to get comfortable. "Here," she said, pulling her closer and wrapping her own legs around Fluttershy.

Fluttershy sighed and closed her eyes, leaning against Twilight, "You're too good for me..."

Twilight chuckled, kissed her on the head and closed her eyes.