She didn’t know how long she sat there, but by the time she had climbed slowly up the stairs, and out the front door, shutting it softly behind her, the night was only a little more than halfway finished. She could see the tiny sliver of moon indicate it was only around 1’oclock. Still several grueling hours of night before her blood boiled, her teeth ached, and her feathers re-grew like pins piercing her wings. She looked forward to that pain.

Having failed the last idea that she had for her parched throat, she rose from the ground in one large sweep, quickly ascending over the Apple’s house.

Loud snoring from a window preoccupied her. She paused, alighting on the roof right above the window and regarding it momentarily.

That must be some awfully loud snoring if I can hear it from here.

The idea of her cowgirl friend making such a masculine noise made her giggle, and she stuck her head over the side of the house and peered in.

It was not Applejack.

She felt her blush grow as she regarded her friends older brother sound asleep. He lay haphazardly in his bed, looking like he had simply fallen in after his long day of farm work. The bed looked small under his size, and she was sure that the blanket wouldn’t have fitted around him, even if it weren’t halfway on the floor.

He slept without a shirt, giving her ample view of his muscular chest as it rose and fell. Unlike Bulk Biceps, whose muscles were artificially crafted in a gym, Mac’s muscular prowess was made naturally from a lifetime of plowing fields and shoveling hay.

She licked her lips, remembering the times that she had seen him work those fields; her eyes would follow those muscles flexing under the strain, shining in the sun from his sweat. Like many women in Ponyville, she had fantasized about the quiet, handsome, plus sized farmer. Unlike a good bit of those girls, she lacked even enough courage to flirt with the gentle giant, let alone speak up around him. She had always felt so small, and insignificant, and weak. But she wasn’t weak right now.

The window moved slightly in, making her squeak. She hadn’t even been paying attention to herself enough to realize her nose had been pressed against the glass, but it had been. She tapped the window a bit more, and it complied, opening without any noise. Opening into his room.

For once, the thirst was only a dull buzz in the back of her mind as she eased the window open, and then slid into his room, folding her wings so that she would fit.

The heat seemed to radiate off him, drawing him to her. The steady beat of his heart called to her. He looked so handsome, so warm, so… delicious.

In the back of her mind, she noted that this was where the transformation was heading. No more harmlessly sucking apples. Twilight’s spell had bonded her with the fruit bats, but she wasn’t a fruit bat, she was human. She couldn’t survive forever off applejuice.

She looked over her new target. She needed blood.

Carefully examining him, she pondered where to take it from. Big Macintosh lived up to his name, there was so much of him!

Perhaps he tastes like a McIntosh too…

The deadly huntress of the night had returned full fledge, and for the first time I her life, FlutterShy had never felt more confident.

She straddled him.

The large farmer didn’t even stir. She probably felt like a feather had landed on him.

If she was in her right mind, she would have taken a sip, and bolt out the window, but FlutterShy was no where in there anymore. Very slowly, so the zipper would not make much sound, she unzipped her full-body suit to a few inches below her naval, as far as it would go. Beneath it, she only had on a bra and panties, so now her breasts were just barely covered her nipples, and her entire front was exposed. FlutterShy shivered as the cool air caressed her skin.

She laid her hands right above his hips, and dragged them up and up and up. His skin felt like it must have burnt her, it was so hot. As she dragged her hands up his chest, feeling every sculpted ab and muscle, she leaned down. Tanned skin met pale white as her exposed torso followed her hands, dragging up the farmer’s body. Her hands reached up and curled around his neck just before her head. She started a long, slow lick starting at his collarbone, up his broad shoulders and neck, and traced his chiseled jaw line until she met with the bottom of his ear, which she promptly nipped.

This got him a bit more awake, but not much. He grumbled and shifted slightly, seeming to just notice the new weight on him.

Poor boy must have worked so hard to be this deeply sleeping. Good thing I’m not rousing him for nothing.

He may have opened his eyes slightly, but FlutterShy didn’t notice, as her face was currently nuzzled right in his neck, breathing in his sweet, delicious fragrance. She made another lick, starting a little higher this time and ending with a whisper to his ear.

“Wakey, wakey, Big Mac.” Her voice sounded foreign to her, sultry, and sure.

She purred as his heart began to beat faster as he woke up. Her arms went from around his neck to his large, muscular arms. Light as a feather, her fingertips traced the bulges and curves of his arms.

“Wh-wha-wait..” He had started to become slightly lucid, “Who are you?”

His calmness and curiosity over alarmed made her giggle.

Wow, he must have been REALLY sleepy.

“Just an admirer, don’t worry over it, sweety” She whispered again into his ear and punctuated it with another nip. Her wings unfolded, positioning themselves just so. She could see just fine in the dark, but she knew he had no such advantage. With her wings covering them so nicely, the only light came from behind and kept her face in the dark.

“Is this a dream?” He had sat up only slightly, effortlessly lifting her up also as he rubbed his eyes with one hand, the other supporting both of them.

“Does this seem real to you?” She cooed into his ear, her voice evocative, with one clawed finger tracing circles over his chest.

He didn’t seem to have an answer to that. She didn’t know what she was doing really, just instinct and memories of cheap romance novels to go off of. She always fantasized she would be the submissive lover, and not the provocative temptress; it felt good.

He gulped and tried to sit up some more, pushing her away in the process.

With more strength than she knew she had, or more likely it was his sleep-addled brain, the hand that had been delicately tracing his chest pushed him down hard back to the mattress.

He opened his mouth to say something, perhaps something loud, but she beat him to it, locking her lips onto his. After a second or so of him trying to get away, now fully awake, she pulled away. As he gasped for air, she locked her eyes on him and gave him the stare.

He froze, once again halfway sitting up, most likely about to throw her across the room.

“Now then,” Her voice was sweet, but her eyes burned into him none the less, “You are going to play nice now, this is just a dream after all, why not enjoy it?”

One of her hands had eased to the back of his head, fingers slipping through his luscious locks of blonde hair, while the other cupped that chiseled jaw.

“A dream…” he mumbled, along with some other nonsense.

“Oh, you poor hardworking man,” she cooed softly, never breaking eye contact, “Don’t you deserve to relax and just let this happen? You know you want it.” She saw his eyes widen, then seem to dull slightly, as if he had fallen slightly back asleep.

“Mmm.. Mhmm” He lay against the headboard of his bed, his breathing became much deeper, but he shook his head slightly and said “But wait, who are y-“

Her lips silenced any further delay, locking with his. A single brush of the tongue over his lips granted her entry, and as she pressed herself hard against him, he responded in kind. Their tongues wrestled in each other’s mouths, exploring and tracing the others. She felt his brush against her fangs, so she pulled back to breath, and before she could continue, Mac had gone on the offensive.

A powerful arm wrapped around her waste, pulling her close, while the other went to her hair, where he firmly grasped it and unwound it from its bun, letting it tumble over them. After tossing the green band to the side, he once again grasped it, pulling her head to the side so that he could gain access to her neck.

His sudden aggression stunned her, and for a second she was the normal FlutterShy once again, gasping and moaning as he licked and kissed her neck, his hand caressing her curves, hips and thighs.

Fluttershy cupped one hand over her mouth, stifling her moans so that his family would not hear.

He bit her neck, hard enough to bruise. She gasped and instantly her instincts kicked back in. It was her job to bite him, not the other way around!

She growled, low and deep, and then pulled him away. He grunted back, the hand that had held her hair moved to her face, and pulled her into another lip lock.

FlutterShy couldn’t help but melt into him again and moan into the embrace. She was trying so very hard to be the dominant one, but he was making it so difficult!

She pushed him back against the headboard, arching herself into him and pressing down. He went with little complaint, his hands both moving to her ample backside, where they gripped her ass and started groping it roughly.

She broke the kiss to squeak in surprise, and as she gasped against his neck, the fire within her nethers out-burned the one in her throat. She felt something hard and big start to push up against her, and she started grinding back.

He grunted again as she started to squirm in his lap, prompting him to press her down so that she was firmly trapped between his expanding member and large, exploring hands.

He was supposed to be the one under her spell, but the combined ministration of his hands and hip, coupled with his overpoweringly delicious smell was driving Fluttershy’s mind into nonsense.

She inhaled his scent greedily, and with a hiss, dragged her tongue and fangs over his neck, looking for the artery.

Either he wasn’t having any of that, or didn’t notice. Before she had found her prize, she felt herself being lifted up, and then with a un-temptress like ‘eep’, deposited under him on her back.

Her wings were now splayed out to either side of her, much like her hair. She was at the mercy of her prey, and he was going to town.

Before she could do anything, he had lifted her slightly up to a sitting position, so that he could slip off the skintight outfit from her torso. With surprising swiftness from a man who was known for his lack of love life, he had unstrapped her bra and thrown it to the side.

Now almost fully exposed, she shivered slightly, but he was soon to remedy that. His hands swooped down, one fondled her breast roughly while the other passed over her curves and hooked her thigh, pulling their hip together.

She once again had to cover her mouth to prevent a loud moan from escaping.

His lips made fast to her nipple, licking, sucking, and nipping at it. His tongue would circle her entire volumous breast before making light, almost teasing strokes right at the edge of her nipple, before biting down hard or flicking it with his tongue.

His other hand groped and grabbed, pressing her breast down, thumbing over the nipple, and pinching it.

The tight black material gave little protection to her as he ground is package into her. A strong hand readjusted its grip on her thigh, and pulled it, her legs, and her lower body harder against his straining pajama pants.

FlutterShy’s eyes rolled back in ecstasy, her tongue lolled out and it was all she could do to not scream his name. She laced her fingers through his hair, burying his face deeper within her mounds.

When he finally had finished playing with her breasts , he focused his attention on getting the tight black outfit off her lower half. Hands firmly gripping the material stuck around her large hips, he slid it back. She helpful lifted her hips up, willing him to go faster so he could embrace her once more.

It pealed away to show her light pink and green lacy panties, and then fell past her thighs, then calfs, and then he flung that too, off the bed.

He grabbed the dainty lacy underwear and ripped it off easily, joining it with the rest of her attire.

She was left totally naked, and although she lusted terribly for him to take her, she felt her deep blush envelope her face and her legs clamp shut.

Fluttershy knew what was coming next, and decided it was time to reclaim control. After he quickly kicked off his own pants, she pulled him to her, pushing him down to the bed.

She straddled him once again, but this time her rump was raised, her chest pressed to his, and her lips at his ear. Her hands ran up his arms and she intertwined their fingers above his head.

“Beg for it.” She whispered gently into his ear, “Make me know how much you want it.” She lowered her hips so that the tip of his erection just barely brushed her glistening wet folds.

“Oh hell, just do it!” Mac’s breathing was ragged and heavy. She could hear his heart thud in his chest, and he squeezed her hands.

“Not so loud now, and you’ll have to do better than that.” She bit her lip, wanting desperately to thrust down, but enjoying her power.

“Sweet Celestia please let me fuck you, please!” It came out as a harsh whisper. His forehead was against hers, half lidded eyes staring into red ones.

She licked her lips before starting leaning back, the large head pressing against her lips with great resistance before sliding in.

MMmmm, its sooo big!

She gasped lightly as she drew more of it in. The thing had felt big before, separated by thin layers of clothing, but now it seemed too large to take in at all!

She had barely taken in any of it before she met resistance. Her blush overtook her entire face as she realized that this was her first time with a real man.

She fell down to his chest once again as she pushed against her stubborn hymen, burying her little gasps in his neck. With one big, hard push, she gave a yelp of pain as she broke through and he slid in two more inches.

He made a small sound of pleasure and slowly moved her hips down for her to take in more of him.

FlutterShy had never felt so full or tight in her life. She began to feel tears leak down her face, and she couldn’t believe he had more to shove in her. A glance down showed that less than half remained. She grimaced, braced herself mentally, and then straightened up.

Big Mac seemed to understand his size; for he let her slide her self up off of his rod, then take in as much as she could. Soon an even pace was settled, and the initial few drops of blood that leaked down his shaft were replaced by a thick coating of fluids.

The pain of It inside her soon was replaced more and more by pleasure. As her excitement grew, it became easier to take in more of it. Soon, more than half was disappearing under each thrust, and Fluttershy writhed on top of it.

Mac took advantage of her lust and added upward thrusts of his own. His moans and grunts mingled with hers with each thrust into her tight, virginal folds.

He leaned up, and while he pounded away, started once again to kiss her passionately They moaned into each other, thoroughly enjoying the pain of hands pressing down on her hips, or nails digging into his shoulders.

FlutterShy was in heaven. She decided she didn’t need, or want to be the dominant one. He kissed her passionately, lifting and slamming her down by her hips, while meeting them with his. Every plunge within stretched her walls, but by now she was fully hilting him. Every time her hips met his, lightning bolts of pure ecstasy coursed throughout her entire body. The pain had long since been eclipsed by the pleasure, and she felt something building up inside her.

She broke away from the kiss, gasping for air as he relentlessly drove into her.

“Mac!” She moaned into his ear, “I’m going to cum!” It came out breathlessly.

His own thrusts were become more erratic, and less steady, but they increased in speed, showing he to was at his end. She gave a single little moan before she felt him thrust into her twice more, hard and deep, then release inside her.

Fluttershy gasped as her own orgasm hit her, lighting up her nerves even as it overtook her mind. Suddenly, the smell of sex, sweat and blood hit her hard. She felt him continue to release deep inside her. She tasted him in the air, and when she looked at him, she saw his vein pulsing with the effort of their love and lunged.

He tense up while still inside, gasped, and then tightened his hold, locking his arms around her. He hunched his shoulders and buried his own head next to hers.

None of this mattered to Fluttershy. She sucked greedily at his neck, drinking in her fill. The burn in her throat had been overshadowed by her lust, but now it came roaring back with a vengeance. She moaned into her lover, taking one last little suckle before detaching her fangs and licking the two miniscule pin picks.

The effort of had left Big Macintosh to weak to protest, and with the draining; he had slumped back to his bed.

She knew she hadn’t taken too much, and that the holes would heal up before morning. For a second she sat upright, panting.

Finally getting her breath again, Fluttershy lifted herself up and slid Mac’s now limp member out of herself. It came out, along with a small gush of sticky fluids.

She collapsed back onto him, and adjusted herself so that she snuggled up next to the naked, snoring man. He grumbled in his sleep and wrapped a large arm around her.

I wonder how much of this he will remember in the morning.

She had never felt so satisfied in her life. It was obvious that by morning, she would barely be able to walk, but the aftermath of her climax and the drink left her with nothing but a warm, tingly sensation deep within her for now.

She had a small yawn, and then closed her eyes very briefly, telling herself she would leave before he got up.

Author's Note

First sex scene! Tell me what you think in the comments below.