At first, Octavia had not known what to think of the creature that stood before her. It was tall - quite a bit taller than the average pony. It was pink and fleshy, with barely any hair to be seen outside of a well-trimmed beard and a mane that most reminded her of that troublemaker, Scootaloo. Short and scruffy. Rather unimpressive. It wore a lot of clothes as well. Quite the oddity, really. Additionally, on its forelimbs, there were odd, spindly appendages that looked more like the claws of a dragon or a griffon. They seemed unbelievably flimsy. They were also tapping on the door frame in a sign of mild impatience that Octavia would have missed, were it not for the slightly annoyed look on its face. Octavia snapped back to attention.

"...I said, I was looking for someone who I could play music with, and Twilight recommended I come to this address and ask for an 'Octavia Melody'. I hope I'm not intruding" The voice was distinctly male-sounding.

Ah yes. Twilight. She was in charge of dealing with him, because who else would be? Hard to turn down a recommendation from an alicorn princess, really. Octavia shook herself, and spoke hesitantly, "Oh, Twilight recommended me? I'm-... flattered. Who are you, again?"

The who-man (Hoo-man? Hue-man? Doesn't seem to be enough color in his skin for that to be right...) continued in a slightly more confident tone. "The name's James. Back where I came from I was a violinist." Octavia couldn't help but stare at him perplexedly. "Is something wrong? Am I in the wrong place?" he said cautiously after Octavia failed to answer for several seconds.

For the second time in as many minutes, Octavia had to snap herself back to attention. "Err... No, no, Twilight is quite good at giving directions. You're in the right place. Octavia Melody, at your service. Please, come in. Can I offer you some tea?"

The ~~who-man~~ ~~human~~ James sat awkwardly on the chair as Octavia served the tea. They hadn't said anything since she had invited him in, and the awkward silence was deafening. She could feel his gaze boring into her hooves as she carefully lifted the china teapot and poured into two cups, and she could only assume he noticed her staring at the odd way his legs crossed, too lanky to fit under the table. She finished pouring the tea and glanced up at him. "Is something wrong?"

James scratched his head and looked sheepishly off to the side. "Eh, you know, I'm just impressed at how good you ponies are with your hooves." He daintily picked up the cup with one hand, gripping it between his thumb and forefingers. "I can't imagine being so deft with them."

Octavia couldn't help but raise an eyebrow amusedly at the reaction. "Well, I do play Cello, you know," she said, noting the bemused look on James's face. The amusement faded somewhat as she saw that, and a question sprang to mind. "I mean, what, did you expect earth ponies to be helpless without our magic?"

James mused softly, "Well, we have creatures similar to ponies where I come from, but I don't think the comparison is particularly apt." Noticing her glowering at him, he held up his hands in protest. "No, no, not at all."

"I should hope not! My father built this house with his own hooves!" Octavia retorted. Noticing how James had demurred, she continued, "It's all right. You might want to watch that, though. It's a bit of a sore spot among us earth ponies, always being underestimated. I mean, I am quite the cellist, and there's no magic at play there."

If James had any sort of incredulous response, Octavia missed it. He sipped quietly at his tea, and said, "Yeah, I heard from one of Twilight's friends that that was a bit of an issue around these parts. The orange one, what was her name..."

"Applejack."

"Yes, thank you. Doesn't stop me from committing a social faux pas every now and again, but it is what it is."

Octavia nodded, giving him a pointed look, and James fell silent again. They quietly sipped their tea for a few minutes, the silence again only broken by the light clinks of the teacups and some soft slurping.

Eventually, James grew tired of the silence and spoke up again. "I notice you keep giving me odd glances. I've been in town for a few days now; I figured everyone had at least heard of me." He offered her a friendly smile.

She blushed slightly, trying to hide her guilt at being caught. "Well, only bits and pieces. I don't pay too much attention to the local gossipmongers." Octavia rolled her eyes. "Although my roommate told me a few things. Nothing substantial."

"Well, that's fine. I guess I am kinda bizarre to look at. Not too many things going around on two legs around these parts." James grinned. "Seems like a pretty quiet little town, honestly."

Octavia scoffed heartily. "Yeah, it seems that way. That's why I moved here, after all; Manehattan was a bit too hustle-bustle for my tastes." She put down her teacup and took a deep breath before continuing, losing a little of her stiff, formal posture and gesturing for emphasis, "You weren't here last month for the recent incident involving quite a bit of Ponyville being turned gaudy by that seamstress, who's friends with the princess. Or the month before that, when one of the princess's old rivals trapped the entire town under a magic dome. Or before that, when the god of chaos turned the town upside down and my cello into a large rubber chicken mid-concert!" She noticed James stifling a laugh. "It's not funny!" she protested, grinning in spite of herself. "Have you ever tried to play a rubber chicken? It's horrible!"

The mood having lightened somewhat, James opened up as well, and told her of his home. About his confusion at the way the weather worked - "On earth, 'how's the weather today?' is seen as a fairly standard greeting, rather than something you ask the local weatherponies!" - as well as the sun and the moon. This confused Octavia greatly, and she was pleased to hear that it had done the same for Twilight. The moon moving without magic. Preposterous. And what's this "gravity" nonsense? The princesses raise the sun and the moon! Although apparently, they didn't have anything like them either. What a queer world.

As they spoke, Octavia barely noticed her earlier apprehension melting away. The smile she wore and the laughter that rang out became less and less cautious as he told her a story about an associate who went completely off the deep end.

"...So there he was at Midnight in our living room, looking as crazy as could possibly be and looking for a place to stay (which, of course, we couldn't give him after the stunt he had pulled). The last we heard of him, he had ended up in a mental institution, and his ex had made it a point to re-evaluate some life choices." James stretched his arms over his head and pressed his spindly fingers against each other, creating a series of loud pops. Octavia looked on in puzzlement, wondering if that didn't hurt. He finished his cup of tea, put it down, and looked up at the clock behind her on the wall. "Uh, Octavia, is that clock accurate?"

"Yes, it is. Why?"

"Oh dear. I hadn't meant to stay so long. I have to prepare for my concert!"

Octavia's ears twitched, intrigued. "Oh, the signs hanging up around town were yours?"

"So you do hear about some things." He smirked. "Yeah, I have to get ready to go. It's in less than an hour!" James stood up, picking up his violin bag, and said, "Sorry for the awkwardness earlier, and I'm sorry we didn't get around to playing any music."

Octavia stood up as well, walking over to James. "Oh, don't worry, it was a pleasure talking to you, and I'm glad you told me about your concert. I'll have to go theeeere--" Her thought process was temporarily scrambled and she let out a blissful sigh, her eyes rolling back in her head. James had just opted to scratch her behind the ears. His fingers were soft, with hard, smooth nubs on the end, and it felt heavenly. Each little scratch released a deep, warm wave of relaxation, relieving itches she didn't know she had, making her moan softly as they worked in conjunction and...

Nonononono "STOP!" She reeled back with a shocked look on her face. She was just about to explode about how indecent that was when, seeing how taken aback James looked, she stopped herself. Barely suppressing her feelings of anger, she spat at James, "One does NOT touch a pony like that! Did Twilight not tell you about this?" Her Canterlot accent, which she usually tried so hard to quash, was on full display.

James shirked back, a hurt look on his face. "I'm so sorry! I had no idea that I shouldn't do that! I did that once or twice to Pinkie Pie and she never seemed to mind!"

"Well that's because Pinkamena is--" Octavia stopped herself, rubbed her hoof to her forehead, and spoke tentatively, "Never mind. Look, just don't do that. It's... well, you just don't do that to ponies you just met!"

James stared at her for a moment, an eyebrow raised, and then his eyes widened in comprehension. "Oh. Ohhhh. I am so, so sorry." He sucked in air through his teeth and winced.

Octavia stared at him, her glowering expression doing a poor job of hiding the deep red color of her face. "It's all right. I'm all right. No harm, no foul. I suppose nobody would teach you these things. Just... Ugh." Octavia screwed up her face, considering whether or not to explain this to him, and decided against it. "It's okay. Just... be careful. Do something like that to somepony like Big Mac and he's liable to kick you halfway across town." Her look softened, and they stood there in silence for a moment as she collected her thoughts.

James frowned, sighed, and said, "I'm sorry, I have to go. Sorry I screwed up like that." He turned to leave, his head down. Octavia couldn't help but think he looked a bit like a kicked puppy.

Just as he reached the door, Octavia called out to him. "Look, there was no harm done. I know you have to go to your concert, but maybe we can meet up afterwards, start fresh on this? Maybe actually get around to playing together?"

James turned his head and smiled at her. "Yeah, I'd like that," he said.

Octavia followed him to the door frame, watching how his body bobbed up and down as he walked. As he left, he broke into a run, his legs seeming to jangle out like massive springs, propelling him forward at a speed Octavia found surprising for something so unwieldy. So that's a human, huh? She hastened back inside.

Apparently word had gotten out; the small stage in the park was surrounded by ponies. Octavia couldn't remember the last time one of her shows were quite so packed, and pouted. She rationalized it easily - it seemed the ponies were just as much excited about the performer as they were about the music. After all, it's not every day that a completely foreign species unlike anything they'd ever seen before just pops up out of nowhere. It's also not every day this completely foreign species is sentient, friendly, and plays music.

The curtain rose on the stage, revealing a bipedal figure wearing a deep red tuxedo. Octavia gawked slightly. His scruffy hair was slicked back, and he was wearing a jet-black baroque mask with ornate gold detailing. A black cape fluttered in the breeze. He looked almost regal, in a way that was simply comical. His costume was like something from a silly novel, or a Power Ponies book. Trixie would approve. So this is what passes for high fashion in human circles, Octavia thought to herself. Maybe Sweetie Belle designed it. She gave a wave, and James nodded slightly in her direction. He held up his hand for silence, and as the murmurs dropped to whispers, he took a short bow, and without a word, rose the violin to his chin and started to play.

It was loud. The violin, larger than what most ponies were used to, shouted out its coarse, melodious voice from the stage, a torrent of rising notes. Octavia could hardly believe her ears, and could just as little believe her eyes. His digits climbing across the fingerboard like a well-trained spider, playing a raucous melody, sliding from one end of the violin to another in a display that chilled her to her bones. His opener, a fast toccata in a minor key with many flourishes, kept to a fairly standard chord progression and melodic structure. Even so standard as it was, it was still rare to see someone play the violin in such a way. Sure, Octavia had heard Fiddle Faddle play some impressive tunes, but there were melodic elements present in James's play that she couldn't believe were even possible with a hoof.

After he finished the first song, to the sound of raucous applause, he tossed aside his cape and started with something entirely different. It was slower, with an odd rhythm. The melody was unlike anything the ponies had ever heard - notes between the notes, progressions that led nowhere, dissonances that never resolved but still felt right. The strings being plucked as well as strummed, something she had never heard anypony do before and wasn't even sure anypony could do.

She was enraptured. She found herself short of breath. A little nagging voice in her head screamed about how she couldn't possibly do what he was doing, but she ignored it - his music had her full attention. A gut-wrenching diminished chord, and it was over. A third song, this time a jig, the kind of thing Faddle might play if she was considerably better at the violin than she let on, and Octavia could swear she saw the strings smoking. His bow went faster and faster, his fingers zooming across the strings in ways she could barely process, and then it was done. He played a triple-stopped chord, jumped to the octave, removed his bow, and took a deep bow as the curtain dropped in front of him again.

The crowd exploded into screams and applause. Octavia sat in the audience, flush with the intensity of the music. The music gone, she noticed how hard she was breathing, and how hot her face felt. She felt the roar of the crowd as it exploded around her, a massive standing ovation, but she could neither stand nor clap. Thoughts kept running through her head. She kept coming back to those fingers, and how he had touched her earlier. She shuddered, rooted to the spot, her mind playing through the day's events. This is weird, she thought to herself, shame gradually overtaking her. She shuddered again as she thought of his fingers, and how they would feel on her body, and buried her head in her forehooves.

Then she spotted James, in a different set of clothes, wading through the slowly-dispersing crowd, clearly looking for somepony. I am not ready to deal with this right now were her immediate thoughts. Octavia decided the best thing to do was to bolt, lock herself in her room with a bottle of cider, and spend the rest of the night thinking about literally anything else. So she did exactly that.

"I swear, Vi, there's something about him that's driving me crazy!"

Vinyl Scratch was not having the best evening of her life. Sure, the performance at the park had been stunning, and she was looking forward to talking about it with somepony who actually had more of an understanding of classical music than she did (her knowledge was limited to what she had learned through osmosis from living in the same household with a musical snob) about what she had seen, but this was not the conversation she was hoping that would be.

She also didn't expect this conversation to happen through a locked door.

A locked door to her room.

Vinyl sighed. "Yes, 'Tavi, you've told me that. I get it. But why did you lock yourself in my room with a bottle of the good stuff?"

Octavia looked again at the bottle she held between her hooves. Hooves which suddenly seemed impossibly clumsy. As she rotated the bottle between them, she read the label. "Granny's Moonshine Cider. Huh. Go figure." she muttered. Well, at least I have a reason to feel clumsy. She belched, taking another swig of the liquor. Then she looked around, noticing the bright blue LEDs on the wall for the first time. "Huh. Blue." She shouted back out to the hall, "Because I wasn't paying attention when I ran in here?"

There was a loud bump and a groan from the other side of the door. "Well, you coming out?"

Octavia thought for a moment, stared at her hooves, and replied, in her typical high-brow way, "...No."

The second bump and groan followed shortly, and Vinyl said, "Well fine, go ahead, party by yourself. If you throw up, you're doing my laundry." She trotted away.

The bottle in Octavia's hoof felt lighter than it ought to. She looked at it again, noticed how the waterline was starting to approach the label, and made what registered to her brain as the first good decision of the day - she put it down. She splayed out on the bed, still running over the events of the day again. "Okay," she muttered to herself, "So he's a decent conversationalist. He's an amazing musician." She shivered at the thought of the piece played at the beginning of the show. "He's got an... interesting anatomy." She felt herself blushing and slammed her head down into the pillow in front of her and screamed. All that registered in her head was his hand behind her ears. She sat up and groaned. "No, Octavia, you are not attracted to him. You're attracted to his music. He's an alien, dammit." She looked over at the bottle again, opened it up, and took another swig. She put it down on the bedside table with a clatter, which somehow sounded like "knock knock knock".

Octavia puzzled for a moment - that wasn't the sound a glass bottle would make. Then it came again - like hoof on wood, but softer. Octavia groaned and stood up. She wondered who it could be - it was quite late to get visitors, after all. Then she remembered an invitation she had given earlier that day. Cue internal screaming. Octavia tottered from the bed she was sitting on to the door, grabbing the bottle on the way. She opened it, running into the hallway, and directly into Vinyl Scratch, slopping cider onto her mane. "Move Vinyl," she slurred, "I have some business to take care of." Vinyl simply rolled her eyes, walked into her room, and slammed the door, muttering about how she'd better not hear any complaining about her drunken antics in the near future.

Octavia trotted over to the living room, placed the bottle on the kitchen counter, and went up to the door. "Who is it?" She said, trying her best to maintain her standard regal decorum, and almost succeeding.

From behind the door, the voice chimed out, "Hello Octavia. I thought we were going to meet up after my show?"

The voice in Octavia's head shouting "NO NO NO NO NO" got louder. Of course. She considered turning him away, but something inside her (possibly the considerable amount of moonshine) told her not to. After all, she had blown him off after the show already; it would be very impolite to turn him away now.

"Yeah, that's totally why you're inviting him in," she muttered under her breath. She opened the door slowly, looking once again at the biped in front of her. His height had seemed intimidating before; now it was like a challenge. She glared at him for a moment, then curtly said, "Come in."

He walked in past her, hanging his violin case by the door and sitting down at the couch. He was wearing clothes very similar to what he had worn earlier in the day, his mane slightly tousled from the night's happenings. She stared at him, and he stared back. When he finally broke eye contact, he chuckled, and said, "I thought we got over the whole 'stare at the strange creature' phase earlier today."

Octavia shook herself. Her head was spinning. "Yes, well, you're strange. I'm normal." She glared at him, then broke down into laughter. She caught her breath, and tried to pull herself together. He's looking at you funny again. Say something say something say something! There were those internal screams again. "I... uh... really liked your concert."

"Thanks. I wasn't sure how the atonal piece in the middle would go over with a whole new audience; especially here in the countryside. Hence why I opted for a crowd-pleaser at the end. I suppose you'd know to appreciate Schönberg, though - not everyone..." Octavia tuned out slightly, walking slowly towards the couch, nodding as he spoke. His voice was muffled in her ears as he spoke about music theory and famous composers from his homeland, and he waved his hands around, emphasizing each phrase he completed with a new gesture. After what seemed to be an eternity, Octavia reached the couch, sat up on it. His words seemed to come into focus somewhat - "...But part of it was just me wanting to show off..." - and fade out of focus again. Octavia stared up at him, eyebrow raised, and he stopped talking. "Um, is something wrong?"

Octavia stared at him some more, then looked down at his hand, sitting next to him on the couch, and took it in her hooves. She didn't notice the blush spreading over her face. "It's so soft," she murmured quietly to no one in particular.

James raised an eyebrow. "Octavia, are you feeling all right? You seem... Different."

Octavia ignored him and continued stroking his hand, feeling the odd texture of his knuckles against her forehooves. She raised it up to her face, her hot breath brushing against it, and then she did something which she immediately found to be stupid.

She put two fingers into her mouth.

The taste was sweaty. Dirty. Foreign. Salty. Intoxicating. She suckled and licked at them, feeling their soft, yet solid texture against her tongue. Her eyes screwed up in concentration as she rolled them around her mouth, before James pulled his hand away and pushed her back, leaving her wanting more, and her body burning.

"Whoa. Hey, you remember earlier when you told me I shouldn't scratch behind your ears because it was a sex thing?"

Octavia blinked, the feeling slowly fading from her body, and turned to look at his face for the first time since he had gotten to the couch. He was giving her a look which clearly stated, 'Are you serious?'

"Yeah, see, sucking my fingers? Definitely a sex thing." His eyes softened and he laughed. "But then again, dunno how you'd know that."

Octavia looked at him and gulped. "Uh... Yeah. Yeah, I didn't know that was like that for you humans," she lied unconvincingly, turning a shade of red usually reserved for Big Macintosh, then sheepishly turned away.

He raised his eyebrow again. "Have you been drinking?"

"Maybe." Mental note: murder Granny Smith.

James looked down at her, and sighed. "Shoot. I was hoping it would be a little less awkward than last time." He crossed his arms, shaking his head. Then held out his hands in front of him, asking, "Should I go? Maybe come back tomorrow?"

Octavia turned back around, and glared at him. "We are not ending tonight as awkwardly as earlier." She stood up from the couch, a little wobbly, and walked over to the counter. She picked up the bottle of moonshine, and bringing it over to the couch, shoved the open end into James's mouth. "Here, have a drink. Puts us on even footing."

James took the bottle, looked at it, looked back at Octavia, and said, "What the hell. It's been a weird week." He put the bottle to his lips and took a swig, hacking and coughing at the burning liquid. "Jesus, Octavia, how strong is this stuff?" He looked at the label again, then shook his head and took another swig.

Octavia shrugged, taking the bottle from him. "Pretty strong?" She took a short gulp and muttered, "Not that strong though." She sighed. "I'm sorry about before."

The human took the bottle back, taking another swig. "Hmm... Reminds me of Feigling."

"What's Feigling?"

"Oh, just a common drink where I come from." He took another swig, then passed the bottle back. "It's been one hell of a week."

Octavia's face fell. "What did even happen? You keep telling me about your world, filled with creatures like you."

The human's face grew dark. "Twilight isn't sure. She's still working on it, but from what she told me, I'm stuck here." He accepted the bottle again, drinking more. "I don't know any more than she does. One minute I'm walking down the street, the next the ground opens up beneath me and I wake up surrounded by horses."

"Whorses?" Octavia's tone took on a mild growl.

"Ponies. Sorry, sorry. Keep forgetting that that word means something totally different here. Never mind. Anyways, it's not like I'm going to be missed much." He shook his head. "Wow, where did that come from?" He stared down at the bottle in his hands. Noticing Octavia's confusion, he continued. "I used to be in an orchestra back at home, but it fell apart. I blamed everyone else... Whole buncha hurt feelings and hurt pride." He took another swig, and said, "I ended up playing street music. Which wasn't bad, but..." He sighed. "I'm nothing special."

Octavia looked up at him, then nuzzled her head against his side. "Don't say that. Your show today was definitely something special."

He looked down at Octavia, then put his hand on her head, before immediately realizing what he did and pulling away. Wincing, he said, "Sorry, sorry, sorry, didn't realize!"

Octavia shook her mane out, then looked at him. "I'll forgive you if you play a song for me." She batted her eyelashes, but her uncoordinated state led to it looking ridiculous, and James stifling a laugh. Feeling self-conscious, she shied back. "Well, okay, you don't have to do that. I actually don't mind..."

James looked at her. "Um... You made it pretty clear you minded earlier today."

Octavia screwed up her eyes in exasperated concentration. "Oh for Luna's sake..." She snatched the bottle from his hands, finished the few remaining gulps off, and slammed it down on the table. "You are so thick," she groaned, before taking the human's face in her hooves, leaning in, and pressing her muzzle against his mouth.

At first, James froze up, but after a second of awkwardness, he leaned in towards her and returned the kiss, mashing his lips against hers. Her tongue snaked out into his open mouth, and he returned the favor, tangling his around it and tasting her breath. His hands reached around to caress her neck, tugging lightly at the mane. As they pulled away, he gasped, "Wow..."

"Moron," Octavia teased. She stood up on the couch, looking down on him. "Your beard is scratchy".

James rubbed his beard. "Uh... Wow. Okay. That was a thing."

A roll of the eyes, followed by a soft nuzzling of his neck. "That was a lot less weird than I thought it would be." The look on James's face told her that she wasn't the only one surprised by how natural it felt. Certainly not as odd as that one time in Canterlot, where some questionable booze had led to her sleeping with a griffon fan of hers, although that might have been for slightly more pressing anatomical reasons. She moved in to kiss him again, and he responded in kind, their tongues grappling with each other as he caressed her neck. She pulled away and softly spoke, "Higher... Scratch behind my ears."

She felt the same melting pleasure as he did as he was told, each finger teasing out little bits of stress that had accumulated throughout the day. She could just feel the tension melting away from her temples and her body getting warmer. "Oh goddesses yesss, right theeere," she moaned out, her tail restlessly flicking back and forth. She moved up to kiss him again, climbing up to position herself between his legs. She noticed the fabric of his jeans was stretching. Oh good, he's equipped. Unlike that stupid bird... She pushed him back on the couch, sitting down on his legs and straddling his groin. She could feel that it was getting warm, and leaned forward to kiss him. As she did, James moved his hands down her neck, to her back, following her mane and scratching lightly with his well-trimmed nails, looking for spots that elicited cute little moans.

Octavia pulled back. "You don't know much about pony anatomies, do you?"

James laughed. "You're talking to the guy who did this to you this morning." He scratched behind her ears, eliciting another shiver of delight.

"Well, I wouldn't want to give up all my favorite spots so easily." She kissed him again, and whispered in his ear, "I'll just say that my back isn't the best place to go looking." She was rewarded for her hint as the fingers of both his hands instead trailed down the sides of her barrel, lightly tickling her. "So soft..." she giggled, as his fingers played over her ribs like they were the keys of a piano, and she squirmed as he gently tortured her.

As her giggles got louder, James moved his attention south, to her small teats. While he held on to Octavia's muscular flank with his right hand, his other hand explored this new territory, softly cupping and squeezing one, running his thumb over the nub in the center. "Oh buck," Octavia groaned as he pinched one, "Fingers are so bucking cool..." At that point, the most she could do was hold on to James as she felt the sensations rush through her. She couldn't help but shiver in anticipation. She'd played with herself before, but hooves suddenly felt woefully inadequate. She could feel her marehood quiver, waiting for him to touch it.

But he didn't. He removed his hands and lifted Octavia off of him with a soft grunt, placing her down on the side of the couch. She started to protest, but he simply said, "How about you spend a little time exploring me?" as he pulled off his button-down, revealing a slightly chubby midriff and...

Octavia stifled a giggle. "Human men have teats?"

James turned slightly red. "Yeah... Kinda. Our women have bigger ones, though."

Well, there's a good hint on where to start, Octavia thought to herself, as she gently licked at his neck. The skin was smooth and hairless, and soft to the touch. "Humans are so strange," she muttered to no-one in particular as she slowly licked her way down to James's nipples and started lightly sucking on one, then the other, her hoof running up and down his stomach, feeling the soft, fuzzy hair and plushy skin. She moved further down, rubbing gently against the bulge in his pants with the bottom of her hoof.

"Your hoof is so much softer than I thought it'd be," James said as the rubbing intensified, his cock straining against the fabric. He grabbed her other forehoof, and started kneading softly at it, surprised by the texture. He leaned over and licked along the bottom, eliciting light squeaks of protests from Octavia.

"That's dirty!"

"So? I can tell you like it." James continued licking along her forehoof, tasting along the rough edge and then slowly kissing and nibbling his way up her leg to her chest and her neck. He bit gently at her exposed throat, and finally licked through her soft, short coat up to her mouth and gave her a sloppy, passionate kiss.

Octavia rubbed her hoof against his groin again. "Could I... see it?" she asked with a gulp. James slowly popped open the button, opened the zipper, and pulled away the constricting fabric, revealing...

...Another layer of constricting fabric, this time only covering his groin area. Octavia looked up at him, bemused. "You have the queerest fashion choices. I mean, what's the point of wearing clothing nobody will see?"

"I don't know." He laughed and stood up. "But I do know that I think you should take this piece off."

Octavia stood up off the couch, taking the waistband daintily in her hooves and started to slide down the underwear, feeling the heat as the cloth slowly slipped down over the bulge, revealing her prize. She was surprised as it sprung up in her face, bopping her on the chin. She heard James say, "I hope I measure up," but ignored it as she rubbed her hoof carefully over the shaft. It, too, was foreign - a bit shorter than the stallions she had seen in the past, but a good bit thicker. The head, rather than ending flat, had a bulbous tip that was a pink color. There was no medial ring, but there was a soft layer of skin that seemed to move with her hoof over the member as she stroked it. James sat back down, and caressed her muzzle, guiding her in towards his stiffy while his other hand caressed and kneaded her ears.

Octavia was happy to oblige, lowering her head slightly and sniffing at the piece. It had a strange, exotic smell to it, and she could see it twitch merely from her breath. She licked gently at the head, tasting the flavor of human flesh for the first time, feeling the moisture of pre that had built up through her earlier rubbing. She wrapped her long tongue around the head, polishing it. It tasted salty, and kind of bitter, especially under the... Sheath? She looked up at James, who was smiling down on her, rubbing the back of her head with his hands, and then closed her lips around the tip.

It was at this point that James realized something about pony anatomy. A slightly elongated muzzle makes for spectacular blowjobs. Octavia slowly pushed her muzzle down, her tongue writhing against the base of his dick. She got about halfway before pulling back up, eying James, who was staring down and groaning. "Oh wow, that feels really good..."

A derisive snort, and Octavia decided to show him just what she was made of. She slowly pushed the cock into her muzzle, pushing down until her nose was buried in his curly pubic hair and her tongue could reach his juicy balls. "Oh fuck, Octavia, keep going!" Encouraged, she started bobbing back and forth, feeling the shaft press up against the roof of her mouth. She could feel it getting bigger, and grinned inwardly. She didn't get the opportunity to do something like this often, but she always enjoyed it. Good men in Ponyville were hard to come by. She paused, popping her muzzle off and spending a little time licking up and down the pole. James gasped softly at the feeling of cool air on his wet prick, as Octavia went back to rubbing it with the bottoms of her hooves and curling her tongue around the tip.

She pulled back for a moment, still rubbing the shaft between her hooves, and said, "You like that?" The enthusiastic response she received was gratifying - it's always good to know that you're good at something. She wrapped her lips around the tip, and slowly slid back down towards the base. The full feeling in her mouth was lovely, and she reached a forehoof between her legs, starting to touch herself. Oh yeah. That felt good. She put her hoof on autopilot and went back to focusing on his... humanhood? Well, whatever it was, it was salty, thick, and felt wonderful in her mouth. Every few moments, there was another taste, a slightly more muted sweet, sticky flavor, and Octavia couldn't help but feel pleased. He likes it.

Her reverie came to an end, however, as he James groaned out, "I'm close..." Octavia pulled away, leaving the beautiful meat-stick pulsing and throbbing, waving through the air like a flag. It didn't surprise him, but he still groaned out his disapproval. "Guess I'm not finishing just yet, huh?"

"Not until you've shown me what those fingers of yours can do." Splayed out on the couch, even the liquor couldn't stop Octavia from going red from embarrassment. She covered her marehood with her tail, but everything else was on full display. And then James rubbed the base of her tail, and that was on full display as well, as she reflexively twitched her tail back at the oncoming wave of pleasure. She mumbled something about him not being supposed to know that spot, and he nuzzled his face against her hindhoof, bringing his hands to rest firmly on her inner thighs. As he pressed against the soft skin, she could feel the fingers starting again... Again, this simple play, his digits rolling an arpeggio up and down her skin, applying pressure one after the other, sent sparks flying up her spine. Ooh, yeah. That's nice. She could feel herself getting wet.

Showing the kind of boldness Octavia had been waiting for all night, James placed a hand on her stomach just above her marehood. The light moan was all the encouragement she needed to give him, and he brought his hand further down. Octavia's smooth coat fell away under his hands, first into peach fuzz and then into bare skin. She felt him stick his thumb out, and he rubbed it softly against the top of her vulva, brushing against the slightly firmer nub and eliciting a squirm and a sharp moan from the object of his affections. "Come," she moaned, pressing a forehoof against his hand and pushing it downwards, "Show me how your violin feels when you play." Her words elicited exactly the response she had hoped for. He knelt down next to the couch, turning her groin to face him, and gently spread her moist lips, leaving nothing unrevealed. She turned a shade of red usually reserved for drunkenly molesting other people in the vain hopes that they wouldn't notice, and moaned. "Come on!"

The first finger slid slowly into her snatch. Octavia bent her neck forward, staring intently at the scene. She bit her lip and whimpered, feeling the firm digit explore her insides. It wasn't long before a second one joined it. Octavia could feel how tight it was as she clenched around them, but James kept softly pulling them in and out. "M-m-more," she managed to stutter out. As he started going faster and curling his fingers up into her, digging at a particularly sensitive spot, she couldn't help but cry out in gasping moans, "Oh Celestia! Keep going!" James seemed only too happy to follow orders. He started pushing upward with his palm, pressing against her clitoris as he kept gouging out tracts of pleasure within her.

"Right there," she screamed as he found her g-spot. Slightly louder than she had meant to, but at this point she was so worked up that she didn't care. He didn't let up, mercilessly pressing and pulling against the spongy flesh, eliciting further screams from her mouth. She could feel the drool running down her cheek, but she was enjoying herself too much to give it much attention, much less care. She could feel the tension starting to build up inside her, like a spring winding tighter and tighter in her belly. "Dear Celestia, I'm so close! Don't stop now!" She ground herself against his fingers like a lunatic, convulsing on his hand, and James sped up, his fingers sliding in and out at a breakneck pace.

He was rewarded for his actions with a slick fluid oozing over his wrist and forearm. Octavia spasmed on top of it, her marehood violently contracting around him. "Oh buuuuuuuck," she screamed, trying to tug his arm deeper in with her hooves as she climaxed on his fingers. He kept working them, attacking her mercilessly as she came, a triumphant grin on his face.

Octavia saw stars. Her eyes clenched shut, she felt herself release, completely abandoning herself to the heavenly feelings. She couldn't stop her body from twitching as her passion peaked, crashing down from the cliff of arousal she had been poised on for what felt like an eternity. She couldn't stop clenching around those digits, those digits that put even the most careful hoof to shame and drove her to a mind-numbing state of bliss.

After a minute which felt like an hour, it slowly started to die down, her breathing becoming more regular. Her hind legs still trembled from the force of the orgasm, but at least the spasms had calmed down. James removed his fingers, and sucked on one. "Mm. Tasty." He wiped it off on his leg, then looked down at Octavia, who had curled up into the fetal position and appeared to be completely out of it. "Liked that?" The only response he got was some light snoring.

James growled. "C'mon, Octavia..." He gave her a gentle shake, but all that happened was that she rolled over and snored louder. "Oh, come on..." He grumbled to himself for a while, giving her another shake, but it was no good. Octavia was out like a light. Sighing, he realized he wasn't getting off tonight, and resigned himself to putting his pants back on and curling up next to her.

The last thing Octavia felt as she fell into a blissful slumber was a slightly larger, foreign creature cuddling up to her on the couch.

Author's Note

Shoutouts to whoever knows the fanfic I'm referencing with that griffon anatomy quip, because I sure as hell can't find it. Also, shoutouts to whoever can guess what inspired the title.

Anyways, this is my first attempt at writing any kind of fanfiction, or any kind of smut. Feedback would be very welcome. If anyone sees grammatical errors, feel free to point 'em out. There's at least one more chapter planned (morning after, anyone?), and maybe a side story or two, depending on how much people like this one.

Big thanks to Laury and katnistristwighlight for pre-reading/editing and giving me feedback.