Ember's

Star Dream walked slowly down the dark alley. He was worried he might be lost, which made him a little bit nervous. Or a little more nervous, rather. Hard as that was to imagine. He'd had an entire colony of butterflies fluttering in his stomach before he'd even left home.

He was a fairly handsome young stallion, dressed in a fine vest with a matching collar and cravat. His coat was a pale blue so light it could almost be mistaken for white. It wasn't quite light enough to be royal, but here in Canterlot it was very much an aristocratic color. His eyes were light blue, and his mane and tail were a dark steel blue.

His flank bore three stars, which had appeared when he'd developed an interest in astronomy as a colt. Though he was not that much past colthood now. He had filled out a bit over the last year or two, but he had only just reached adulthood.

Star looked up to see an odd lantern hung above a plain wooden door, set in the wall of the alley. It looked like the back door to some shop, or perhaps to a low-class residential tenement building. Still, the strange lantern with its red-glowing coal was what he'd been told to look for, so he reached out a hoof towards the latch.

He stopped short of it, his hoof trembling. Could he do this? Could he really? On one level he very much wanted to, and he certainly could spare the bits, but on another he was absolutely terrified. Eventually desire won out over fear and he lifted the latch.

The door swung open easily, revealing not a run-down tenement or a shop's back hall, but a classy reception room, done up in red and gold. He stepped inside, looking around wonderingly. This was more like what he'd expected.

"Good evening, sir. Welcome to Ember's."

"H-hello."

"Ember is with another client, but she should be finished quite soon. If you would be so kind as to wait here, sir?"

"Uh. Sure. Okay." Star sat on one of the couches, feeling the soft velvet against his hide. He shuffled his hooves a bit, glancing at the unicorn sitting behind the desk near the second door that led further inward. He was purple, with an indigo mane and tail. Star couldn't see his cutie mark. His face was calm and still, showing no trace of any kind of emotion. After his initial greeting. he paid no attention to Star at all. Instead, he picked up a pencil in his magical field and began writing something.

Star looked around the room, his eyes finally settling on the fire. He watched it flicker, having nothing better to do. With nothing else to think about, his mind started jumping ahead, to what might lie beyond the second door. It was of dark walnut with iron fittings, quite different from the simple door he'd entered through.

He glanced back at that. Perhaps he should just go.

Then he looked at the other door, and licked his lips. He'd heard stories... Everything he could possibly fantasize about was behind that door. Even the most wild of his wildest fantasies, the ones he didn't dare actually dream about, since the mistress of dreams might see them.

"Oh Luna," he whispered passionately. "Let me show you my love!"

"Star! Thy very name sings of thy devotion to me! Yes, show me how you love me!"

"Yes! Oh Luna! Oh my love! I shall show you. But... first you'll have to tell me how. I don't know what to do."

"What? Thou art naught but a callow youth, unsuited to lick my hooves! Be gone!"

The pleasant fantasy disintegrated into a nightmare, as it always did. Even though it was merely a daydream and he should have been able to picture whatever he wanted, his fears always appeared instead. He swallowed, the butterflies in his stomach fluttering with frantic strength. He couldn't even fantasize properly about what he wanted. He didn't know enough to picture how it should go. All he knew was bits and pieces, from books and colts' gossip, and quite a lot of the latter sounded patently ridiculous.

He was sure he was going to make a fool of himself. Even here, with somepony who would be paid to satisfy his fantasies, he would probably get thrown out for his ignorant, clumsy fumbling. He should just go. Life as an eternal virgin wouldn't be that bad, right? He'd survived so far without knowing what sex was like. He could just leave, and go back to his books and his star charts.

Just as he rose to go, the inner door opened. He heard a low murmur of voices from the dimly lit room beyond, and then a mare came trotting out, looking rather smugly content. Star's eyes followed her across the room. He looked away as he realized he was staring. He hadn't thought that mares might come here too.

"If you would care to come pay, sir, Ember will be ready for you in just a moment."

Star twitched nervously at the sound of the stallion's voice. Right. Payment. He went over to the desk and pulled the bit pouch out of his vest.

"It will be fifty bits, sir."

Star counted out the money, feeling rather surprised. He'd heard stories about courtesans who charged hundreds, even thousands, and Ember was supposed to be the very best. Fifty bits seemed far too cheap. Still, he wasn't going to question it.

"You may enter," said the unicorn. Star nodded to him and went to the door. It was closed but not latched so it swung open easily under his hoof. He stepped inside. Looking around, he barely noticed the room itself. His eyes went straight to the dark figure seated on a couch at its center. She was very tall. Even sitting, it was obvious that she would tower over Star. Her body was dark charcoal gray, covered in smooth chitin that was polished to a high sheen. Even the holes in her legs appeared to have been carefully buffed. Her wings were folded to her back, tucked against an iridescent wing case that shimmered with blue and green. Her turquoise mane and tail were not truly hair, but filmy chitin that fell down around her face.

"Welcome," she said softly. Her voice was low and throaty, almost seductive, yet with a buzzing, echoing quality that made his fur want to stand on end.

"Uhm. H-hello."

"I'm Ember. What's your name?"

"S-star Dream."

"A fine name for a fine young stallion. Come, sit beside me." She gestured to a second couch that was positioned opposite the one she lounged on.

Star felt his knees knocking as he crossed the room and climbed onto the couch. He wasn't sure, at this point, if he was afraid because of the specter of imminent sexual failure hovering over him or if he was afraid of the gigantic, intimidating sight of the changeling.

"There's no need to be afraid," she said. Her smile was gentle, despite the fact that it showed a set of far-too-sharp fangs. "If it will set you at ease, I can take another form. Most ponies who come here have one in mind for me."

Star's thoughts instantly flashed to the princess, and he flushed. That wouldn't exactly set him at ease though, then he'd be staring all those fantasies-turned-nightmares straight in the eye. But that's what you came here for, you idiot, he thought to himself. To have your first time be with Luna, even if it wasn't for real.

He was no longer so certain that was a good idea, though. Perhaps he should wait, and ask for that another time? Of course that assumed that he didn't make such an idiot of himself this time that he would be barred from ever coming back.

When he didn't say anything, Ember said, "I can just be a pony, my usual pony self, for you. Would that help?"

"Uhm. Maybe." Star felt himself flushing. He wasn't even sure why.

Ember smiled again. A flash of green fire washed over her, and when it was gone an ordinary earth pony mare sat there. She was a medium blue, her mane and tail exactly the same color as her coat. Her cutie mark was a triskelion, a three-branched spiral. "There, is that better?"

It was, a little bit. One or two of the fluttering flock of butterflies left. The rest, however, were still busily flapping about Star's stomach. Ember rose and nuzzled at Star. He flinched at her touch for a moment, his whole body jerking with tension and fear, the butterflies going mad. All she did, though, was nuzzle, and so he slowly relaxed. She settled herself on the couch next to him. She was much smaller now, her changeling form would not have fit.

"Tell me about yourself," she said. Her voice was still low and throaty, but the buzzing echo was gone.

"I thought... aren't you...? I mean... don't you...?"

Ember chuckled. "I am, and I do. But I also like to get to know my clients sometimes. I don't charge by the hour. So tell me about yourself, Star Dream."

Hesitantly at first, but with growing confidence as Ember listened and responded with no sign of either boredom or scorn, he told her. He shared stories of his childhood, talked about his studies at the university, and described his family. Only one thing, of all his hopes and dreams, remained unmentioned—the reason he had come here tonight.

After what seemed like no time at all, and yet must have been nearly an hour, Ember began nuzzling him again. She pressed close and rubbed her cheek against his. "You're much more relaxed now. I'm glad."

A stray butterfly floated through Star's stomach. "So are we going to, ah..."

"Mate now? Fairly soon, yes."

The butterfly invited a few friends. Star tensed, fear returning. The conversation had been good, but now he would have to face his nightmare.

"First," said Ember gently, "I would like you to tell me what you're afraid of."

"I-I'm not afraid," said Star quickly.

Ember's eyes flashed with a an alien glow for just a moment. "I can taste your fear. There's no need to lie to me. I'd like you to tell me what makes you so nervous. When I mentioned mating, you tasted of something very close to terror. I promise that I will force nothing on you that you do not desire. Stories of changeling terrors are just that, stories. I won't harm you."

"It's not that." Star swallowed. "It's just... well... I..." He shivered. Her eyes were warm and encouraging, so finally he managed to whisper, "I've never been with a mare before."

"Ah," she said softly. "You fear... what? Failure to please me?"

"I don't know what to do," he said, trembling again.

He felt her nuzzle against his cheek, and her body pressed gently against his. "There's no shame in that. I can teach you, it isn't hard."

"But... but what if I do something wrong? What if you don't like it?"

She chuckled softly. "It is rather difficult to do something 'wrong', Star. Tastes do differ a bit, but instincts don't. By and large the things you will naturally want to do are exactly the things you should do. I will be happy to guide you in learning what I like, and you can do the same for me."

He blinked at her. "But you're supposed to be the best courtesan in Canterlot. Why would you need me to tell you what to do?"

"Because I am not telepathic. At least not with ponies. If you were another changeling..." She chuckled and shook her head. "But you are not. Every pony has their own little quirks, their own little buttons that they like having pushed. So having sex, especially the first time a pair are together, often involves a great many pauses to say 'that was good' or 'not there please' or 'more just like that' and so on. Especially if both parties want the other to enjoy it. One can, of course, just climb on and rut away without talking, but it's much better if you communicate a bit."

"I... see." Star felt like he'd been hit between the eyes with a mallet. It had never occurred to him that there wasn't a single "right way" to go about things. She needed to ask him what he liked? What did he like? He had no idea! How was he supposed to tell her what he wanted when he'd never done this before? "But I... I..." he shivered, then came out with it, "If I've never had sex before, how do I know what to tell you?"

She began to nibble his ear gently. His brain immediately began to shut down as a wave of bliss went through him.

"Mmm..."

Ember giggled in his ear. "That's how you know. I bet if I asked 'do you like your ear nibbled' right now, you could tell me."

"Yes..." Ember nibbled it a little more, and Star's eyes went unfocused. "That is... nice."

"I like mine nibbled too," she said. She tilted her head, putting one ear quite near his muzzle.

With his heart suddenly pounding, Star bent his head just a bit and dared to close his teeth over her ear-tip. He nibbled very gently, not wanting to hurt her. She let out a happy little sigh. "Yes, that's good." He continued for a while, until Ember shifted, removing her ear from his teeth. Suddenly Star found her muzzle pressed to his in a deep, gentle kiss. He kissed back. This, at least, he knew a little bit about. He'd gotten this far with a mare before. He dared to part his lips and let his tongue brush against hers. She parted them in willing invitation, her own tongue moving to meet his. He closed his eyes as their tongues twined together. His heart was still beating fast, but the butterflies were packing up and leaving, to be replaced by a low, slow heat.

Ember broke off the kiss and rose. She held out a hoof to him. "Come," she said simply.

He got up and went with her willingly, that heat warring with the last of the butterflies as they crossed the room. What she had told him made him feel a little better, but he still wasn't able to banish his nervousness entirely. Still, with her hips swaying seductively in front of him, her tail flicking back and forth to give him little glimpses of what lay beneath, it was impossible for him to deny that he wanted her.

She led him through another door and into a bedroom. It was as luxurious as the rest of the place. The bed was in that same dark walnut, hug with red velvet drapes. Star licked his lips as he looked at it, caught between fear and anticipation.

Ember nuzzled against him again, and gave a playful little tug on the collar and cravat he was wearing. "Let's get rid of these, shall we?"

"Okay..."

She bent her head and started undoing the buttons on his vest with her teeth. Star held very still and let her. She slid her head further under his barrel as she went. When she reached the last of the buttons she didn't stop, but kept nuzzling down his stomach. His tail twitched, and his breath came a little faster. He felt her muzzle brush teasingly against his sheath and a shudder went through him.

Ember pulled back and resumed removing his clothing. Star willingly cooperated, pulling off the unbuttoned vest and dropping it carelessly to the floor. The collar and cravat followed it. That task accomplished, Ember climbed up into the bed and beckoned for Star to follow. He swallowed, feeling once again awkward and uncertain, but joined her without too much hesitation.

"Now we just explore each other a little. There's no pressure to do anything in particular. Just let me know if you like or don't like something." Ember smiled. "That doesn't have to be with words. There are other ways of making that quite clear." She rolled onto her side, facing him, and lifted her muzzle to gently nose at Star's horn. He gasped softly at the sensation. Ember let out a throaty little chuckle. "See? I'm quite sure you liked that."

"Yes..."

Ember kissed his horn, eliciting another soft gasp, then rolled over onto her back, stretching out seductively. She looked up at Star expectantly. He licked his lips again, not sure how to start. She didn't have a horn, so he couldn't just imitate her. He remembered that she'd like the ear nibble earlier, so he rolled onto his side, hesitantly putting one foreleg over her, and nuzzled her ear. She made a small, appreciative sound. Feeling incredibly daring, Star stared nuzzling down the side of her neck. She continued to make soft sounds of pleasure, so he kept going. When he reached her shoulder he hesitated, his muzzle pressed there. He was breathing faster, nervousness still mixed liberally with arousal. Arousal was gaining ground though.

He lifted himself up a bit and nuzzled down across Ember's chest. She made another pleased sound and put a hoof to the back of his head, stroking his mane slowly. He nuzzled down further, his heart pounding at his daring. Part of him almost didn't believe that she would really let him continue, but she was still stroking his mane encouragingly, so he did so, adding a few experimental licks as he moved down across her stomach. She seemed to like that too.

When Star reached her nipples, he paused. He was fairly sure that he should do something with them, but what? He nuzzled against one lightly, trying to think. Ember made another soft murmur of enjoyment, which encouraged him enough to dare licking at it. That got a slightly louder reaction. He smiled, feeling a little more confident, and tried sucking at the nipple.

"Ooo... that is good. Do that."

Star did. He suckled at the nipple like a foal, and Ember stroked his mane soothingly. His eyes slid slowly closed, the last of his nervousness fading away. There was something about this that was both arousing and relaxing at the same time.

Eventually Star lifted his head and gave a little bit of attention to Ember's other nipple as well. She sighed blissfully and continued to stroke his mane. After a few moments, however, he moved on, once more sliding himself down lower, nuzzling gently as he went. Finally he reached his destination. He paused for a moment, breathing in Ember's scent. It was musky and intoxicating and he could feel his own arousal increasing just from that.

He nuzzled hesitantly against the outer lips of Ember's marehood. He was no longer nervous, but he was still a little uncertain exactly what he should do. It wasn't too hard, however, to eventually reach the conclusion that he should try licking. He ran his tongue over her lips gently, tasting her. She tasted as good as she smelled. Not only that, but she let out a soft moan at the touch of his tongue. So he continued to lick, stroking his tongue slowly over her.

After a while she lifted her hoof and tapped the back of his head lightly. "Here, let's do this properly."

He lifted his head and looked up at her curiously. She smiled and scooted up the bed, laying her head on one of the pillows. She spread her legs out and patted the bed between them. "You lie here."

"Ah." Star instantly realized what she wanted. It would be far more comfortable in that position than with him against her side, bent double, as he had been. With a nod of agreement, he settled himself between her legs. He found it was quite comfortable for him to wrap his hooves around her flanks, holding her as he bent his head to lick at her again.

"Mmm. You're a fast learner," she said approvingly. She started stroking his mane again. He lifted his head to smile up at her, then lowered it and resumed licking. His tongue ran across her folds slowly, savoring the taste of her. Ember spread her legs a little bit wider, and he took that as an invitation to push his tongue in and lick within her. She moaned loudly as he did. He closed his eyes and licked deeper, his other senses alive with her; the sound of her moans, the taste of her, the feel of her smooth flesh against his tongue.

At length Ember breathlessly said, "Move up a bit. You need to... ah..."

Her instructions were cut off as Star remembered a scrap of something he'd read and realized exactly what he needed to do. He ran his tongue up between the lips of her marehood to find the small, sensitive nub of flesh at the top. Once there, he worked his tongue firmly against it.

As he continued, Ember shuddered, her hips twitching. He tightened the grip of his hooves around her flanks and licked harder, working the flat of his tongue firmly against her clit.

"Ah, yes!" Ember twitched again, her hips bucking, her legs tensed, her hind hooves digging into the bedspread. Her front hooves were still against the back of his head, clutching at his mane. "Don't stop," she gasped.

He didn't. He licked faster, working his tongue almost frantically against Ember's clit. She was letting out soft, rhythmic cries, and he could feel her body tensing. Her back was arched and her tail was trying to flick where it lay trapped under him. Star began to feel a bit concerned. His tongue wasn't used to this sort of thing, it was starting to get tired. He wouldn't be able to keep this up much longer.

Still, he didn't slow down or back off. He was going to give this his all. If anything he increased his pace. The sounds that Ember was making increased in pitch and volume, and he could feel the tension in her body growing. Her hooves pressed insistently at the back of his head, her hips lifting to him. Then she let out one last gasping cry and gave an almost convulsive shudder. He could feel her shaking, her legs trembling, her hips twitching against him.

She relaxed with a long, slow, sigh, and Star lifted his head. He almost couldn't believe that he had made her come, but there really wasn't any other conclusion he could draw from what had just happened. He noticed that his chin was damp with her fluids and he wiped it off with one hoof, feeling a bit embarrassed, which was entirely ridiculous, really.

"Was that... I mean, did I do all right?"

"You did," said Ember, her voice radiating blissful satisfaction. "Now come up here so I can kiss you."

Star smiled and readily moved up to lie beside her. She kissed him, as promised, a gentle, sweet sort of kiss.

When she broke it off, she said, "You taste much better now. I'm glad that I've been able to help you relax."

Star blinked for a moment, confused. Then he remembered. He had actually forgotten that Ember was really a changeling. "Oh. Uhm. Thank you."

Ember giggled. "No, thank you! Though I can make you taste—and feel—better still. I think it's my turn now. Roll over."

Star flushed, but rolled onto his back willingly. His stallionhood peeked from its sheath, not fully aroused, but well on its way. Ember didn't bother with any further preliminaries, she bent her head and started nuzzling at his sheath, running her soft muzzle along it and then up his cock. It began to emerge and harden rapidly; it was eagerly ready only seconds later.

Ember drew her tongue slowly up the pink shaft, wringing a low moan from Star. He'd never felt anything like it. The slick, wet heat of her tongue was amazing. She lapped up to the head of his cock and swirled her tongue around it. Star moaned again, a jolt of pleasure shooting through him. Then Ember closed her lips over the tip of his shaft and started to sink slowly down on it.

That was too much for him. Another, stronger bolt of pleasure went through him, wringing a low cry from him, and he came.

Ember went still as his seed shot out onto her tongue. She swallowed it, drinking the bitter-salt fluid down willingly with only a few drops escaping her eager muzzle. When Star's climax was finished, Ember lifted her head and swallowed the last of it.

Star opened his eyes and looked down at her, his cheeks flaming. "I am so, so sorry!"

Ember smiled and planted a small kiss on the head of his cock. "You have nothing to be sorry for."

"But-"

"No. I wanted to bring you pleasure. There's no shame in feeling it. Especially not when you're new and inexperienced."

"But stallions should-"

"Be able to last all night?" interrupted Ember.

"Uhm. Yes?"

Ember chuckled and shook her head. "No. Taking forever to come is a rather more annoying problem than coming easily, take it from me. The latter has a very simple solution, in a stallion with youth and enthusiasm on his side." Ember bent her head and licked at his cock again. It had started to soften and retreat, but it took only a few more long licks for it to come to attention again. "See?" said Ember with a smile and a wink. "You should last much longer this time. If not, well, we will just have to try for round three."

Star couldn't help it, he laughed. "All right."

Ember's smile broadened into a grin. "And if you're up to it, there's always round four too. There are all kinds of things I'd love to show you how to do."

Star licked his lips, but it wasn't nervousness that caused the gesture this time. The last of the butterflies had well and truly gone, and all that remained was a very pleasant anticipation. The rest of the night was going to be wonderful, he just knew it.