The Bear And The Mare

"Let's go to sleep, shall we?"

"Mmm."

Ursa held the little mare in his arms, cradling her surprisingly soft body with ease. He was especially careful with his crimson claws as they slid along her coat, applying little pressure to the mare as if a small poke could easily penetrate her butter body.

Fluttershy smiled as she closed her eyes, sighing with content as the bear carried her upstairs. She could feel his heart pounding his chest like a drum, the very sound piqued her interest in the male. Her body was handled softly by his paws, the sensation tingled her senses, reviving an long-forgotten desire.

Though, being the polite mare that she was, thinking of such indecent things chipped away at her self-esteem. She was brought up by her parents to be a kind, polite and courteous mare. Her family tree has had a long-running tradition of being the purest ponies in Ponyville (asides from the act of procreation), and she was expected to uphold and continue that tradition for the stallion that she has yet to meet.

But those imperative matters soon faded away as she became a caretaker for her own animals. They somewhat filled the void of longing, but not to the full extent. Seasons of heat were handled appropriately, as in locking herself in her home with no living being inside but her, not even her own baby 'Angel' was allowed near her, for he too was of the opposite gender.

Alas, this is no time for a mare to think of such things, she has a creature to tend to!

"Where will you sleep, Ursa?" Fluttershy asked.

"Wherever you place me." He replied.

"That's no way for an animal to sleep!"

Ursa looked in confusion, his ears flicked, as if they didn't believe the caretaker's words.

"I have no need for soft bedding, I'm comfortable with the floor. You need not worry for my sake."

"Well, I'm not going to let you do that, Mr. Bear!" Fluttershy pouted.

This time, Ursa's head tilted, still confused at Fluttershy's words. He entered the room which was supposedly Fluttershy's, assuming from the board hanging on the front of the door to confirm it. Ursa was hit by a blast of nature's scent, the fresh and seemingly grassy air invading his nostrils as he inspected the room.

A small bed occupied one side of the room, with a fireplace in close proximity to it, which was on the other side. A circular, red carpet covered the floor, parts of it were hidden by the chest which was at the end of Fluttershy's bed. Spots of hay and bird houses littered the ceiling, supposedly containing a sleeping bird or two.

Ursa chuckled softly at Fluttershy's bed sheets, which was white with orange diamond patterns. In addition, butterflies were held inside each diamond, which made the bear chuckle as he matched the resemblance with the butterflies on the mare's flank.

'She seems to be related to butterflies perhaps? even her name closely resembles it...'

"What's so funny?" Fluttershy asked.

"Tis nothing you need to be concerned with, my fair maiden." Ursa replied.

"Oh, okay."

Ursa placed Fluttershy upon the bed, petting her mane as he did so. She cooed as his palm collided with her head, ruffling her pink mane with such care from his claws. She settled herself, worming inside the covers and into the warmth the bed and her body heat could provide. Ursa settled beside her bed, backing himself on it with his azure fur.

He positioned himself comfortably so that he wouldn't get cramp on his neck, then removed his head armor and placed it nearby. The fireplace roared quietly with a dying flame, filling the empty room with the sounds of crackling.

Fluttershy couldn't help but stare at the bear's arm which was poking out from the side of her bed as he slept sideways. The way the strands fur rose from the weakest wind hitting it and the way it glowed in the moonlight had mesmerized the mare. Yet pangs of guilt struck her heart as she came to realize the way her guest was residing in her home.

'This poor bear is sleeping on the floor of my home for Celestia's sake! He's a guest in my home, and he needs this bed more than me.' She thought.

"Hey, Mr. Bear." She whispered.

"Mm?" He mumbled.

"Do you want to sleep on my bed for tonight? You're my guest, after all and I don't think this is the right way to treat them."

"But-"

"It's fine, I'll sleep on the rug, it can keep me cosy and it's near the fireplace."

"I suggest that we meet halfway."

"What do you mean?"

"How about we both sleep on the bed. You get what you want and I don't have to force a lady to sleep on the floor of her home."

Fluttershy rubbed her chin to contemplate his proposal, and promptly agreed right after. She scooted her body to the side, flipping over the duvet for Ursa as he groggily stood up. He turned around to face her, showing his bare chest and helmet-less head as he scratches it. Fluttershy couldn't help but to giggle at his weary state, for his drowsy eyes and flickering ears were able to melt anypony's heart...atleast, that's what she thought.

Ursa slowly shuffled himself inside the covers, filling the bed more and more as three quarters of his own body fill it. He finally stopped as he reached to Fluttershy, pushing her body closer to the edge after he recognizes that he has reached the bed's limit.

"It looks like my theory won't be able to work out, judging from your position on your bed." Ursa spoke as he looked at Fluttershy.

"Well what are we going to do?" She replied.

As a response, he carefully lifted the barrel of Fluttershy's body with one hand, carrying her own weight with just the strength of his own palm. Next, he placed her ontop of his own body, freeing up the space she held prior to lifting her up.

"This could work." He said.

"Agreed." Fluttershy replied.

They both shared a short laugh before settling down. By this time, the fire had already been burnt out as it has expended all of its fuel.

The night lingers on, the moon is in it's highest stage before dawn strikes, but the two have yet to sleep. Their eyes are closed as though they have fallen to the dream world, but they serve as a facade.

Ursa's paws hold onto the buttercup mare's back, gently caressing them and her mane so as to not wake her up. His eyes shut themselves but his actions remain true. Unbeknownst to him, Fluttershy had opened hers, staring deeply at the seemingly comatose bear. Her cheeks flush and her body tingles as she feels him gently fondling her.

Her underside touches his own, skin to skin. Both their hearts beat strong and fast at the situation they have gotten themselves into. She could feel his own warmth mixing with hers as though she was wrapped up by his fur and body.

As if through instinct, she placed her head down on his chest and began to nuzzle it lovingly. Her ruby cheeks swelled more, her wings ruffled erratically, her legs splayed out and her body burned intensely. She kept looking at the bear, hoping that he wouldn't open his eyes to see her in such a state.

Her body wanted to resist everything, to quit this abnormal behavior, but she felt no need to. He is her savior, her strong and handsome savior. Strange desires forgotten long ago arose as her small hoof grabs hold of Ursa's paws and directs the base to her supple cherry cheeks, keeping the crimson claws away from reach.

'He's so soft and furry...his body feels like a warm oven and I can feel his heartbeat. Who are you and how did you manage to enter my life?'

'I've never felt like this in front of my own pets, so why is this happening?'

'Oh right. You aren't my pet, but rather a kind bear who can talk to me. You must miss your home so much, and here I am nuzzling you and letting you touch me as though you were my coltfriend. I don't even know if you already have a mate or not.'

Ursa could do nothing to stop her strange behavior, for he himself was experiencing his own troubles.

His paws no longer moved themselves, but rather through Fluttershy's own strength. He felt like removing them from her grasp, but another side of him wanted to keep it fondling the soft surface it rubbed upon. His heart raced and his body heated up as the mare's body felt his own. Sweat piled between the two blisteringly hot skins despite no movement occurring whatsoever. He could already feel a certain warmth emanating from the mare in a place he could easily recognize as it placed itself just above his own, right above his leather garment.

He could feel her gentle nuzzling and the short breaths she took, the sounds and touch all felt intoxicating as he wanted to reciprocate his actions to the same magnitude as hers. His eyes desperately wanted to pry themselves open to see the beautiful mare he rescued, to be in such a lustful state that it would be enough for his own desires to take over. But alas, his will remained strong, crumbling all the while.

Slowly, his other paw, which had not been grasped by Fluttershy, grabbed hold of her body. She squeaked lightly as she felt his grasp. Ursa dragged her body across his and moved her closer to his face, quickly releasing Fluttershy's grip on his other paw in the process.

Her head was an inch away from his own, and with it he moved his forward, blindly diving straight for her face, eyes closed.

Ursa brought her body close and hugged her gently, his body moved to its side and his head brushed passed Fluttershy's. He groaned through his throat, growling as though he was still asleep and in a dream, and continued to affectionately attack her cheeks.

'This....This'll do.'  Fluttershy thought as she closed her eyes.

And so, the night ends as Ursa, who is sleeping on his side, holds the mare close as they share one of the many restless nights they will have with each other.