The first thing Octavia felt when she woke up the following morning was a slightly larger, foreign creature cuddling up against her flank.

She grumbled, then slammed her eyelids open in shock as she realized her situation. She immediately regretted it. Was the sun always so bright?

She felt a comforting warmth around her, caging her in against the back of the couch, and realized that she was curled up against something. Something larger than her, and something which had wrapped an appendage firmly around her thigh. Her first reaction was fairly standard.

Panic.

The first thing James felt when he woke up were hooves on his side.

Octavia hastily scrambled over James, lost her balance, and collapsed unceremoniously to the floor with a loud thump. She took a moment to clear her head, and let the dizziness fade away. When it didn't, and was joined by a nasty, piercing headache, she slumped her eyes closed and decided that the world could wait a few more minutes before demanding her attention.

The human, on the other hoof, was not so courteous.

"...Well, good morning to you too." James rolled over to lay on his back, and lifted himself up to look down at Octavia before squinching his eyes together and flopping back down.

By Tartarus, world. Stop it. She groaned and put her hooves over her ears. It was too early in the morning for... well, just about anything by her standards.

"God, how much did I drink?" he grunted to no-one in particular. "What even happened last-..." His train of thought derailed mid-sentence.

"You mean 'last night'?" an amused and all too familiar voice could be heard as the door to the hallway creaked open.

Octavia groaned again and managed to open her eyes enough to recognize the silhouette of the last pony she wanted to confront in that moment. Oh come on...

"Good morning..." she managed to force out.

"It's afternoon, 'Tavi," Vinyl sneered, walking into the room.

Octavia considered looking up to shoot her a death stare, but reconsidered after another dizzy spell hit her. She opted instead to merely grumble her malcontent. "What do you want, Vinyl?"

She stared from Octavia, burying her head in her hooves on the ground, to James, rubbing his face with his hands on the couch, and put two and two together. She laughed under her breath.

"...So, you bucked the human, huh?"

"I have a name, you know," James grunted from the couch, raising a single finger in her direction in a gesture Vinyl couldn't really identify. "And no, I didn't!" He groaned again.

The events of the previous night started coming back to Octavia, and she blushed and buried her head deeper between her hooves.

"Funny," Vinyl snorted, "That's not what 'Tavi seems to think." She slowly walked up to where Octavia was huddled, and whispered in her ear, just loud enough that they could both hear, "Plus, you know, you got kinda loud last night."

She looked over at the bottle on the counter, and tisked. "'Tavi, 'Tavi, 'Tavi. The whole bottle?"

"Buck off," she whined. "Is this hangover not torture enough?!"

"Yeah, plus she shared it with me." James seemed to be slightly less worse for wear. "And we never," he croaked, "...You know."

Octavia murmured, "This is weird."

Vinyl shot her a look. "Oh cut the crap. You couldn't stop reminding me of how awful that one griffon was. Now that was weird." Her expression turned smug again. "Look, given how loud you got last night, I want to give him a shot. If that wasn't worth a little weirdness..."

James thought about the notion for a second and buried his head in the cushions.

Slowly rousing herself from her position on the floor, Octavia stared Vinyl in the eyes. "Vinyl. Buck off." The venom in her voice was apparent, and Vinyl took the hint. Even someone like Vinyl knew that sometimes, you could push ribbing a bit too far.

"If you need me, I'mma go get some grub. Got a long night ahead of me." She couldn't resist the parting shot. "You two lovebirds have fun."

If she hadn't left right then, Octavia may very well have forcibly removed her.

"Well, it was weird," came a voice from the couch.

“What do you mean? Vinyl is always kind of like that.”

“...No, I mean last night.”

"Weird isn't necessarily bad," she replied, taking on a softer tone. James groaned, and a thought struck Octavia.

"...Did you regret anything?"

James rolled over to stare at the back of the couch.

"I... Uh..."

He sighed, frowning. He struggled to find the words, and when they finally came out, what he said was, "Where I come from, there's nothing like us. It's really freaky."

"What do you mean?" Octavia asked, biting her lip.

"Where I come from, humans are the only things that can speak, and think, and... Well, it's just a little hard to deal with. It's kind of like you screwing..." He thought for a moment, trying to think of something that wasn't sapient. "Like, that alligator Pinkie keeps around."

The guilt she had been feeling started burning inside her, turning into a much nastier feeling. "You know," she said, her voice dripping with ire, "I'm no dumb animal. You should know that much! I'm smarter than you are, for Celestia's sake!"

James again said nothing for quite a while, unable to meet her glare. The silence hung heavy in the air. Eventually, he shook his head and sighed. "I know, I know. Trust me, I know you're smart. It's just really weird, okay? I'll get over it. It's not like I actually fucked you."

Vinyl, who had quietly returned from the kitchen, collapsed to the floor in a laughing fit. "You left him hanging?" Vinyl said, laughing wildly. "After I had to cast a soundproofing spell on my door just to get some sleep?"

The human sat up, his own face flashing with anger. "Could you please give us a break? Look, I don't know who you are, but it's too early in the morning to deal with this kind of thing, I'm really weirded out, and I don't want to have to deal with you putting us through the walk of shame. Could you please just leave Octavia and I in peace?"

Vinyl cocked an eyebrow at him before losing her composure and collapsing, laughing even harder.

He looked at the unicorn, over to Octavia, and groaned.

Vinyl didn't see the anger and frustration burning in Octavia's eyes. She also didn't see James stand up and walk over until his shadow was looming over her. Her laughing died down to a few giggles as she noticed his flat, unreadable expression. "Hey, what are you-"

He wrapped one arm around Vinyl's chest in front of her forelegs, another around her rump, and carried her out of the room, ignoring her struggling and cries of outrage. That accomplished, he roughly tossed her out into the hall and slammed the living room door behind him.

"Thank you," came a groan from the spot formerly known as his on the couch.

"She can be incredibly infuriating when she puts her mind to it," he muttered.

Octavia, still seething, turned her head to him and said, "Yeah, well, so can you."

He flinched. "I said I was sorry..."

He found his shirt, crumpled on the floor where he had left it the previous evening, and pulled it over his head. "I think I should just go home for a little while. This headache isn't going away, and I need to figure out what's going through my head."

Octavia's ears drooped, and her frown returned from one of anger to one of guilt.

James noticed her soft sigh, and turned back to look her in the eyes. "Listen," he spoke with a sigh, "I'm sorry if I insulted you. I didn't do anything last night that I really... regret. I just need to get inside my own head a little bit, okay?"

Octavia bit her hoof as he stumbled out of the room. As she heard the door slam, she knew he couldn't hear her muffled, angry shouts, words of frustration told only to the couch cushions.

She halted in surprise when she heard slow hoofsteps and could feel somepony carefully putting a hoof on her shoulder. "I'm sorry I crossed the line, 'Tavi."

"It's fine," she mumbled into the couch. "Stupid everything. Just because of those stupid fingers... I can't get them out of my head!"

"You know," she said between chuckles, "Lyra has this one spell..."

Octavia cut her off with a glare before she could finish the thought. Her anger fading, she mumbled to herself, "I did wonder where she got the inspiration, and now I'm really wondering..."

James made his way through town, his head still abuzz with his own thoughts and the lingering remnants of the moonshine from the previous night. His feet slowly dragged along the cobbles as he mulled over the events of the last night.

Okay.

You fingered a horse.

Okay.

He felt a sting of panic that slowly welled up in his stomach and took a deep breath to calm himself down. You didn't fuck her, though. And she's not really a horse, anyways. He cursed at the stab of pain that ran through his head. Note to self: murder Granny Smith.

She's also mad at you...

His feet wandered, with no particular goal in mind. His stomach started grumbling, and he eventually found himself standing in front of Sugarcube Corner. It was mid-afternoon, the sun still hanging high in the sky, and apparently a slow day - there was barely a line. "Sure could go for a bacon sandwich," he muttered to himself, before remembering that there was no way in hell he'd get a bacon sandwich in a town run by talking ponies.

As he reached the counter, he looked down at the delights before him, and a bubbly voice made its presence known.

"Hi Jamie! How are you? Are you having a good time? What can I get you? Ooh, you should try our new candy corn cupcakes! They're super-duper-delicious!"

James looked up to see a pink face in front of him, grinning impossibly wide. It annoyed him to see someone so happy. He considered it too early in the afternoon for people to be good-natured around him. "Pinkie. Hi. Can I just get a bran muffin?"

Pinkie Pie's face fell. "Something wrong, Jamie?" She held out her head over the counter, a move James recognized all too well. He remembered what Octavia had told him the previous afternoon, and flinched back. She looked up. "Something is wrong, isn't it?"

She leaned far over the counter, twisting around to lie on it and look up at him with her big blue puppy-dog eyes. "Oh no, I hate it when my friends are having problems. Like this one time when Applejack and Rarity were fighting over - hey, you forgot your muffin!" She flipped back to her feet, but James was already heading for the door.

He left the shop, deciding that Pinkie was the last person he wanted to deal with at the moment, but she had other plans. Hopping up beside him without missing a beat, she blathered on, pestering him with insane commentary. "And then I invited them both to a party and had lots of cake and ice cream and told them to calm down or I would have to shove mpfhfh-"

James put his hand over the pink nuisance's muzzle. "Pinkie. Can you please calm down? I'm going to let you go in a second, but I have a really nasty headache and you are making it worse."

She caught his glower and drooped, the bright smile leaving her face. But she nodded, and he let go of her muzzle.

Pinkie walked alongside him, her words-per-minute count having dropped below '9-year-old on a caffeine binge'. The ear-splitting pitch and timbre remained. "What's wrong, Jamie? Had a rough day?"

James stopped mid-stride and stared at the pony. "No offense, Pinkie, but why do you care?"

She stopped as well, and rolled her eyes. "Well, duh, because I'm your friend." As he stared at her, she inquired, "Why didn't you want to scratch my head?"

James glared at her. "I think you know damn well why." It came out a little meaner than he had meant it to.

She shied back again, and whined, "You never used to have a problem with it..."

"Because before, I didn't know it was a sex thing!"

"Well... kinda? I mean, it's not like you grabbed my plot or something."

James stared at her, flabbergasted. "I had no idea!" he managed to strain out. "I thought it was just something innocent like a pat on the back!"

"Oh..." Her head drooped somewhat. "I'm really sorry. It's not really a sex thing, but you wouldn't do it to somepony you just met. I should have told you, but it was just so much fun..." Pinkie stared apologetically at him. "Is that what was wrong?"

There was a moment's pause as James mulled over what she just said. He hesitated, and then measuredly spoke, "That's not really it... I kinda did some things last night I wasn't quite comfortable with."

"You mean you got drunk with your friend and ended up getting physically intimate, and then the next morning you woke up with a hangover and felt really weird about the whole thing because you're a human and you've never done anything interspecies and then her annoying roommate came in and things got super awkward and you left angry and uncomfortable because sleeping with other species is totally not okay in your world?"

James blinked for a moment, before he remembered who he was talking to. "Stop that. It's creepy." He scowled at her.

"Can't ♫ turn off ♫ my Pinkie ♫ Sense," she said in a sing-song voice as she hopped around him.

"Fine. Jesus." He placed his face in his hands, groaning. "You left out the part where I insulted her by apparently insinuating that she was a dumb beast. So what?"

Pinkie Pie stopped her hopping and walked straight up to him, and bopped her hoof against his nose. "Jamie, Twilight never gave me all the details on you, but I like to know everything about my friends..."

That's not terrifying at all.

"...And I want my friends to be happy. It's kind of my thing."

James sighed and sat down on a nearby bench. Pinkie sat down next to him, and asked, "Sooooo... Why aren't you happy?"

At this point, he figured, she already knew most of it, so he muttered, "Well, I did some... things. With a pony. That I kind of feel bad about."

"But why do you feel bad about it?"

James wondered where the notepad and bubble pipe Pinkie was holding had come from.

"Well, we're not the same. It's sort of like... Well, back where I come from, people who do things like that with things like you are... Well, it's kinda like if you forced someone against their will. And I enjoyed it!"

Pinkie blinked and raised an eyebrow. "That seems really silly."

"No, you don't under-"

"Yes I do! Twilight told me about it. What's really silly about it is that you're even making that comparison." She shrugged, and dropped her tone somewhat. "We're nothing like that. What's wrong with a little fun between two consenting adults? I like having fun." She looked up at him, giving him her best puppy-dog eyes.

James looked at her, and mulled over what she had said. His mind managed to ignore the subtle pass she made at him. "Yeah, but I still said something stupid, and she's mad at me now."

Pinkie sighed, and put a hoof over his shoulder. "Listen, Jamie, sometimes friends say or do nasty things. Heck, I remember this one time when my friends were planning a surprise party for me, but nobody told me - because it was a surprise - and they all started acting weird around me. It really hurt me." As she told the story, her mane seemed to deflate and lose color. But it suddenly poofed back up to its full size as she continued, "But I forgave them. And knowing your special friend, if she's anything like most of the ponies around here, she'll forgive you."

He let her words repeat in his head for a while, and sighed in defeat. "To hell with it," he muttered. "Everyone wants to screw the aliens from Star Trek, dunno why this would be that much weirder." He looked at Pinkie, who was still giving him those same massive blue eyes, and reached up and scratched behind her ears.

"Ooh yeah that feels nice," she breathed, her eyes rolling back in their sockets. "A little further bac-yes! Oh golly gosh goodness you give a mean scratching!" She babbled on for a moment, melting into his lap before James removed his hand.

He smiled at her. "Thanks, Pinkie. I guess talking to you really did help."

"Well duh," she giggled, "When it comes to fun nobody takes things more seriously than me! Now about that Muffin..."

As the last rays of the sun faded over the bedspread, Octavia sighed. The inside of her room, cluttered with musical paraphernalia, was a comforting sight given the day's events. Her couch, after all, while comfortable, was not as cozy as her bed, and cozy was usually a good place to mull over things. Or deal with a hangover. Or mope. In truth, she had spent most of the afternoon napping her headache off.

The knock on the door surprised her. She wasn't expecting visitors - not after the fiasco this morning - and Vinyl was out at work. She slowly trotted to the entrance, and opened the door to find a familiar biped standing in front of her. Who else would it have been? After all, he forgot his instrument here. she groused to herself, rolling her eyes and sighing.

"Hey Octavia," he said, his tone measured and careful. "How are you?"

"Fine," she muttered. "Just fine." She was surprised at the bitterness in her own voice. "I assume you're looking for this?" She hoofed over his violin case, and he took it, frowning.

"Oh, great. I figured I left it here, but I wasn't sure. Thanks!" He scratched his neck and took the case.

They stood there for what felt like hours, staring at each other. The pregnant pause was stifling.

James sighed. "I'm sorry about earlier. I shouldn't have left, and I shouldn't have compared you to an animal. I just needed to get a clear head about everything."

Octavia looked up at him, her anger deflating and replied, "It's fine. I had some time to think things over as well, and get over that stupid hangover. Would you like to come in?"

He followed her in, and she felt a certain trepidation in her stomach. He had come back... Her emotions were a mess - the previous night still hung in her head, as did the scathing insults from earlier, unintentional as they may have been. Either way, she felt the awkward tension in the air, and decided to say nothing. As they entered the living room, she finally broke the silence. "Would you like some tea?"

"Not really. I was hoping we could finally get around to playing some music together." Octavia noticed the slightest twinge of irritation in his voice, and also... Uncertainty.

"We could do that..." Octavia near-whispered. She caught her breath in her throat, remembering the previous evening, and swallowed hard.

James slowly opened the violin case, running his fingers against the strings, eliciting a staccato twang. Octavia had to avert her gaze, and she bit her lip softly, remembering what those fingers had done to her.

She decided to solve the problem by ignoring it. She slowly headed toward her room to collect her instrument. As she returned, cello case on her back, she heard the plucking of strings being twisted into tune. She put her instrument down, and slowly ran a hoof across the strings, wincing as it rang out sour. "Give me an A, please," she told James. He complied, and she twisted the peg, carefully winding the string until it rang out a perfect octave.

As she did this, she looked up at James, who had gone slightly red. He looked away and scratched the back of his neck, and Octavia couldn't help but wonder if he hadn't also remembered something from the previous night.

"Give me an E?" he sheepishly inquired.

"Sure." She played the note, letting it hang in the air, and James's fingers quickly turned the peg. It was her turn to blush as she bit her lower lip, the feeling of those fingers running over her barrel not leaving her head. The anger and resentment bubbling beneath the surface fought with the far more pleasurable thoughts, coming to no conclusion.

The tuning complete, Octavia raised herself onto her forelegs, pulling her bow along the strings for a long, lazy chord. James responded with a simple melody along the major.

They fell into a natural pattern; Octavia provided the chord progression and a simple theme to work off of; James elaborated and embellished it. She was pleased to note that he was more than capable of following her lead, and his understanding of music theory was good enough not to get lost. When she did finally lose him on a few odd jumps, he was fairly fast to recognize the pattern and join back in.

It had been a long time since Octavia had enjoyed playing with someone so much. Fiddle Faddle was certainly a capable violinist, but she didn't have a hoof for improvisation at all, and their last attempt had ended with some rather harsh words being exchanged and the two not speaking for a week. Something about a tin ear. Lyra was certainly capable, but she was more of a teacher and a theorist than an instrumentalist. Pinkamenia was clearly quite gifted, but once you include "cannon" in your musical arsenal, you don't get invited back, even if you can play half of a chamber orchestra by yourself.

Beyond that, there simply weren't very many musicians in Ponyville who took their art seriously. By comparison, the human was a breath of fresh air. Not quite as far along in music theory as her old group in Canterlot, but good.

They finished their first song, and James sat back down. "That switch to D minor near the end was brilliant. I'm glad I was able to keep up." He smiled warmly at her, putting his violin down.

"Thank you." Octavia smiled, leaning her Cello carefully against the table, and continued, "You're really good at that." She blushed lightly, but refused to turn her gaze away.

"Yeah, well I've never seen someone quite as good at improvisation. At least, not in classical circles."

"Well," she agreed, "I did go to the Canterlot Music Academy."

"Is that like, a big deal?"

Octavia snorted and scoffed, "Well, yes, it's only the largest and most prestigious music academy in all of Equestria." She giggled, looking at James's confused expression. "Oh, don't worry, why would you know that?" The smile returned to his face as she asked, "Where did you go to school?"

James scratched his beard, and said, "I was never formally trained. I had a few private teachers, but my degree was actually in architecture."

"Wow. That's... pretty impressive." Octavia sighed and looked away, her ears drooping. "I... really like the way you play." Before he could respond, she interrupted him. "Listen, I'm sorry about earlier..."

James took a deep breath, and said, "It's okay. I messed up. I shouldn't have said what I said." He brought his violin back up to his chin. "Let's keep playing, then."

This time, James took the lead with a playful melody, with breaks that begged for an answer. Octavia tried to keep up, recognizing the patterns and answering back several octaves deeper.

As concentrated as she was, she couldn't miss the way his eyes lingered on her forelimbs, and the occasional wayward glance (and blush) downwards. As much as you needed to be upright to play the cello, it wasn't the most normal position for a pony to hold. She blushed and kept playing, struggling to keep up as his melody grew faster and faster. She couldn't tell if he meant to increase the dynamic, but she noticed he was gritting his teeth and focusing on the music, or at least trying.

It was getting faster. Yes, it was definitely getting faster.

The melody sped up, whizzing faster and faster past the chords, and it was all Octavia could do to keep the pace. The bow pressed against her hoof with mad intent, holding down a bassline that seemed to come straight from her heart.

And in a climactic explosion of sound, the song ended as abruptly as a summer storm. James flopped down onto the couch, panting, and Octavia looked at him, noticing for the first time that she was also out of breath.

"Damn," he breathed.

"Damn," she whispered.

He set his violin down on the table in front of him, and as he leaned back, Octavia could see the fabric of his pants stretching slightly.

Oh-... Oh dear. She bit her lip slightly, and averted her gaze.

James looked at her, the way she held on to her cello for support, his eyes hungry. "We're... not really so different, are we?" he inquired, his eyes locked on hers.

Octavia took a deep breath, refusing to break eye contact. "Well, I still think I'm smarter than you," she joked, chuckling softly as James stood up and took a step towards her. And another. She gulped, looking at his stern eyes.

"Did you do anything last night that you regret? Or did I do anything to you that you regret?"

James's words were sobering, if hesitant, and Octavia couldn't help but blush.

She stared into his piercing eyes and spoke one simple word.

"No."

And then he moved his head forward, and his lips gently touched hers.

Fireworks went off in Octavia's head. The tension that had been simmering just below her skin suddenly released, and she started to tip backwards, her hind hooves unable to support her weight. She flailed her forelegs out, before James grabbed hold of her neck with one arm and her cello with the other.

"Whoa. I didn't think I was that good of a kisser," James laughed to the pony hanging nearly limp in his arms.

"Shut up and put my cello away," came the playful response.

James put Octavia down, letting her forehooves slowly sink to the floor, and then laid her cello carefully on the ground. He stood up again, and Octavia couldn't help but stare at his form. She hadn't been able to appreciate it fully, but the way it bent and twisted with such precision captivated her imagination. So similar. And yet so foreign. She shivered.

He straightened up. "You want to take this to the bedroom?"

Her meek nod was the only answer he needed.

They stumbled through the door to Octavia's room, too busy with each other to notice or care much about their surroundings. He ran his fingers through her mane, snagging and tugging and pulling her closer. She licked at his mouth, feeling the warmth of his tongue against her own. "Damn," he growled, "How can this feel so right?" She felt his lips against hers again, pressing and sucking and biting.

"Because it is," she breathed, sighing as he stroked along her neck and head. A particularly soft spot behind the ears, and she lost control of her legs, crumpling to the floor in front of him. "I want you," she said.

He took advantage of this position, her head directly in front of his crotch, and started to unbutton his pants. "I think it's my turn to have a little fun. After you left me hanging last night."

Octavia watched breathlessly as he slid the offending garments down, his thick member standing up in front of her face. The strange, pointed, half-covered head; the smooth shaft; it felt so foreign and yet so familiar.

She lifted her head and licked along the bottom, reveling in the texture and flavor she had not fully gotten to admire the previous evening. She moaned and raised herself up onto her haunches, freeing up her forehooves for far more... enjoyable things.

She pressed them against the sides of his cock, slowly pulling back at the layer of skin that had so intrigued her the previous night. James hissed as she slowly slid it back, revealing the engorged, reddened head. The aroma drove her forward, pressing her tongue against the tip. She slowly rolled it down the bottom, until she reached his testes. She gave them a cautious lick. Hearing James moan, she took one into her mouth, sucking gently on it. "Keep going," he groaned, and his breath turned ragged as she obliged.

Her tongue languidly rose back up his shaft, towards the tip, wrapping around it. "Fuck, Octavia, that feels good," he managed to pant out. "Don't stop." His voice was lost to pleasure as her lips parted and the tool entered her mouth. The firm, soft texture felt lovely against her tongue, and she licked against the bottom, dragging it further and further into her muzzle's velvet embrace. She bobbed up and down on the piece, sucking in her cheeks and working the saliva-slicked shaft with her hooves.

Hands wrapped themselves up in her mane. Her lover growled, and she could feel herself being pulled forward, forced to take more and more of his cock, until the tip was tickling against the back of her throat.

Not that she minded.

Her eyes rolled back in her head as she buried her face in his crotch, tasting and smelling the foreign meat. The sweet taste was back - his precum? She shuddered, losing her composure, and reached a hoof down to touch herself. She couldn't stop herself from moaning against his cock.

These moans spurned on her lover. James held on to the back of her head, pumping in and out of his all-too-willing partner's muzzle. "Enjoying this?" It was all she could do to moan in response, and keep licking against the bottom each time it went in. She felt it twitching and throbbing, and waited for it to flare up. She was going to finish him off this time, and the thought drove her wild.

But the warning never came. The most she got was a particularly strong throb, a whimper, and a sharp tug, pulling her back to the base of his cock.

James's legs almost gave out from under him. Octavia could feel a hot burst of spunk burn its way down her throat. She gulped it down ravenously, and pulled her head back slightly to make room as it was followed by another. And another. Bitter, gooey, and in a volume that she couldn't quite handle, it burned down her throat. Octavia pulled away, breathing hard as a final spurt painted itself across her muzzle. She slowly caught her breath, and looked up at James. "That was..." She paused to wipe at the semen trickling down her face and cough. "...Impressive. I guess that'll teach me not to leave you wanting."

James slumped down to his knees and sighed with pleasure. "That was good..." He leaned his head on Octavia's shoulder for a moment, panting like he had run a marathon. "Really good. You give one hell of a blowjob." He sighed into her fur. "Give me a moment." He lay there, his cheek nuzzled up against her, and Octavia placed a hoof around his back to steady him.

"Everything okay?"

"Yeah." James looked up at her with a smile. "Everything is wonderful." He sighed and relaxed into her fur. "I can feel your heartbeat."

Any worries Octavia had had about James's stamina and interest were dispelled from her mind as he started licking and biting his way up her neck. His sharp teeth made marks under the fur that left her skin tingling, as he followed her throat towards her face, slowly rising to his feet and nuzzling her cheek.

"So... What do you want?" The devilish look in his eyes was a refreshing contrast from the avoidance earlier in the day.

Octavia pushed forward towards him, nibbling on his earlobe. She looked down at his wilted member, which looked positively adorable - apparently he didn't have a sheath - and sighed longingly. Realizing that that was out of the question for the moment, she whispered, "Use those fingers of yours. Remind me why I spent all day thinking about last night."

James was only too happy to comply. He lifted her, and spun around, tossing her down on the bedspread. "You were thinking about me?" he purred, a fiendish smirk on his face as he loomed over her.

Octavia didn't answer, and merely threw him a sultry look. He didn't need to know that she had been sulking and angry - after all, all was forgiven. In spades. She could still taste him on her lips, a flavor that she couldn't help but enjoy.

She rolled onto her hooves, and brought her rump up, lifting her tail and presenting herself. She could feel his gaze wandering over on her bare skin and shivered, silently begging for him to touch her. Her praying was rewarded by a hand, slowly gripping its way up her foreleg, and hot breath against her plot. She could feel him smelling her, breathing in the heady aroma that a mare desperate to be fucked makes. Her heartbeat quickened, and she could feel her legs shiver as his hand tickled her thigh.

Soft touches, slowly climbing up her leg. Teeth grazing and nibbling at the fur on her haunch. The tingle she had been feeling grew feverishly. Hands, reaching up towards her marehood. Fingers, missing, teasing, prodding, always falling short of the place she wanted it most.

"Come on," she panted, "You awful tease, don't make me beg..." James's hands ran up and down the inside of her quaking thighs again, and she could feel how damp her own fur had gotten.

He remained silent. His hands continued their wayward path, rubbing her thighs, reaching in to fondle her teats, grabbing her haunches, but refusing to do as she asked. Fingers scraped slowly over her cutie mark, eliciting a moan that was as much out of arousal as it was out of frustration.

Her front half slumped down onto the bed, groaning. "Fine, you win. Please... Touch me."

He removed his hands, folding his arms in front of him. "But I have been touching you."

Oh, that bastard. The mocking, sing-song tone in his voice was unmistakable. "Please," she whined, "Stick your Celestia-cursed fingers in my pussy. Play me! Play me like a dirty bucking instru-!"

The end of her sentence was swallowed by a gasp, as his hands spread her lips open, revealing everything beneath. She could feel his breath brushing against her insides, and squirmed. "That line is so cheesy," he laughed, and impolitely shoved a finger inside.

Octavia felt it slide in with no resistance. The wet spot on Octavia's pillow grew larger as she bit down, drooling as the pleasure washed over her. This foreign feeling, a pair of soft, flexible, prehensile digits wiggling around inside her, drove her mad. The novelty alone made her hot, but the way he used them... She bit the cushion harder, squeaking.

She felt them curl down and rub against the sensitive nub. Last night it had been amazing, but without the alcohol dulling her senses, it was downright maddening. She whimpered and buried herself in her pillows as James worked his magic fingers, driving her arousal higher. Her insides grew more and more sensitive with every thrust, driving hot waves of pure pleasure through her abdomen. His other hand, meanwhile, roamed around her rear, running through the soft fur and caressing the skin underneath.

Smack!

Octavia's back arched upward as his hand made contact with her rump, barely stifling a loud moan. The stinging sensation was nowhere near what a hoof could provide, but it felt wonderful all the same.

James paused. "Sorry, I couldn't resist. You just have such a wonderful rump..."

Octavia breathed deep. "Don't apologize. Do it again."

Smack!

A second loud crack as the human tanned her hide, directly on her cutie mark. At the same time, his fingers dug deeper into her slick slit, turning the yelp of pain into an anguished moan. The sting echoed through her hindquarters, the wonderful stimulation becoming more intense with each strike.

Smack!

A third hit, again in the same spot. Octavia whimpered, her legs wobbling uncontrollably as he worked her pussy, moisture sliding down her leg and dripping onto the bed. She could feel herself starting to twitch against his fingers, begging for release. She moaned, "James... I think I'm going to cum..."

The wonderful fullness of his fingers dropped away, and Octavia felt ready to scream in frustration. Again, his palm dropped down, stinging her side.

"Why won't you let me finish?" she begged, looking over her shoulder at him.

He ripped off his shirt, throwing it to the ground, and towered over the bed, a hungry look in his eyes. "Because I have a better idea." She bent down to look between her legs and saw his member, far from the wilted husk it was after the blowjob, had returned to its full strength. It stood imposingly behind her, and she could hardly wait for what came next.

"Please don't make me beg again," she whined, shaking her plot back and forth. Her tail whisked to and fro, agitated and ready for what would come next.

She felt a hand reach out and grab hold of her rear. She felt him pull forward, lining himself up with her. She felt the smooth tip of his member rub gently against her entrance.

"...Should I?"

A whimper. A nod. A short breath. "Yes."

A soft shove.

Wonderful fullness.

Octavia felt him push forward, his member parting her folds as it slid into her. She felt it glide in, pushing deeper until his hips rested against her plot. She couldn't help but let out a low groan at how good it felt. His fingers were glorious, but his cock... His cock was thick, and meaty, and she loved the feeling of being so full.

"Yeah... This just feels... Right," came the breathy groan from behind her ear. "Do you... Like it?"

"It's... been a while," she gasped, her breathing ragged. "But it feels... really... good..."

She grunted as he gradually pulled back, leaving her desperately empty, and then slowly inched his way back in. It felt heavenly. It has been too long, she thought to herself, biting her lip as he removed all but the tip. He then slammed it back in, far harder than before, forcing out yet another ragged utterance. "Yes," she moaned, "Faster!"

Much to her chagrin, he didn't go faster. Instead, he kept his rhythm, slowly pulling out and viciously burying himself inside her. Each time he rammed forward, she let out another pleasured word. "Oh... Celestia... James," she breathed between thrusts, "You're... Blowing... My... Mind!" She couldn't help but try to shake her hips against him, but his hands held her rump fast.

The thrusting sped up slightly, and Octavia felt his hands roam over her behind. It pressed against the base of her tail; it pulled softly at the bundled hair. She winced as another powerful swipe connected with her cutie mark, leaving the skin to tingle as pain turned to pleasure, and clench down on the piece inside her.

He grunted and moaned behind her - her tightening obviously had had an effect on him. It felt unbearably hot inside her, and she could barely contain herself. She felt herself falling further and further into bliss. Her legs were already failing her, and she could feel herself winking around him. "Please, harder," she begged, feeling herself be pushed to the edge of a cliff, desperate to jump off. "I'm getting close..."

With a sucking sound, James pulled out completely. Grabbing hold of her flanks, he rolled her over so that she lay on her back, and crawled up between her legs to embrace her. She wrapped her hooves around him, kissing him deeply, moaning into his mouth, urgently thrusting her hips against his.

She wanted it. She could still feel the edge, so close she could almost grasp it.

He lined himself back up and thrust himself back into her. His teeth grazed her neck, and she felt the sting intensify the pleasure she felt down below. "Celestia yes," she screamed, her inhibitions broken, "Harder! Ahn! You're driving me - Ah! - crazy!" She wrapped her legs around him, preventing him from pulling out again.

The heat just kept getting more intense in her nethers. Every thrust was accentuated by something. A hand stroking her neck; a soft bite on her shoulder; a deep, passionate kiss.

James continued his wild pace, thrusting madly in and out of her. He groaned into her ear, "Octavia, it's so hot inside you..."

"James," she rasped, "Don't stop! I'm so close!"

His movement became even more urgent. "Go ahead," he crooned, "Cum for me."

As if she had needed permission, the feeling in her hindquarters suddenly became unbearable. The tension that had built up to that point seized, and she screamed in pleasure as wild spasms rocked her body. She clenched hard around the invading member, rocketing over the cliff and into a sea of bliss. Her eyes glazed over, and she held on desperately to her lover as her body strained against him. The pleasure that had built up into aches throughout her body released in a torrent. Her back arched, forcing James even further into her as her fluids slid down his cock.

Gradually, her screams subsided into soft panting. She still felt the fullness consuming her, and looked up at James.

"No wonder Vinyl was complaining last night," he joked, nuzzling her softly. "Do you need a rest?" He gently met her lips for a kiss.

Pulling back, Octavia shook her head, blushing and smiling at him. "Aren't you... close too?" she panted, out of breath but still wanting more.

He pushed back all the way in, and she couldn't help but gasp. He scrunched up his eyes in concentration, and replied, "Maybe..."

He started sliding himself in and out of her. Every few seconds, he paused, taking the time to nibble at her shoulder or kiss her neck, and she could feel him throbbing and twitching inside her. She met his eyes and kissed him.

"It's okay," she murmured, "You can finish. I already came."

The response was another few gradual, gentle thrusts, and a hand running through her mane.

"Or you could just keep torturing me," she gasped.

Her insides still sensitive and raw from her previous release, she could feel every vein on his hardness as it twitched and throbbed within her. She reached her forehooves around him and pulled him close to her barrel, feeling the softness of his chest rub against what little fuzz she had there. She felt him gyrate his hips, as each push flushed her body with yet another stream of pleasure, accentuated by the light tug on her mane, and the kisses on her neck and shoulder. His weight felt heavenly.

The pace increased. Octavia could feel the strokes, rubbing up against places that left her shivering in delight. It wasn't long before she could feel the tension building inside her again. Her moans certainly left little to the imagination, as she grew louder and louder, each thrust driving her closer to her second release. "You're... Really good," she said, gritting her teeth and letting out peals of pleasure as he sped up again.

"I'm close," he grunted.

"Wait, I'm really close too," she begged, "Please, hold on! I'm almost there, I want to come with y-Ahn!-you!"

His movements became more frantic; more jagged, and Octavia pushed against him, urging him on. She could feel the heat bubbling up within her, her mind starting to fade as pleasure overtook her senses completely.

"Octavia," he whined, "I can't take it! I'm going to..."

His voice was cut off by tender lips pressing firmly against his. She pulled away from the kiss, and said, "Give it to me."

Her husky words had the desired effect. She felt him tense up against her chest. His cock throbbed and pulsed inside her, and with a groan, he released within her. The feeling of his hot, alien cum coating her inner walls drove her over the edge. She whimpered into his shoulder as her body twitched and vibrated, the tension releasing. She could hardly do anything but hang on tight to the man - the human - that had brought her to this pleasure. As she let the waves roll over her, she clutched him tighter. The embrace was heavenly. He thrust forward again, riding out his release and heightening her own.

His member slowly softened and slipped out, and James collapsed onto her chest, breathing hard. "Wow," he managed, trying to find the words between his heavy breaths. He settled on repeating himself. "Wow."

Octavia hugged him tight. "Wow," she concurred, running a hoof through his mane. "That was lovely."

James looked at her for a moment, a worried look on his face. But then he smiled, and nuzzled his face into her shoulder. "It really was."

Octavia giggled at the face he made. "Still a little weird?"

"I guess," he murmured, stroking his hands along her neck. "But I'm okay with weird. Especially if weird means sex like that. You're one hell of a woman."

"Mare," she corrected.

"Whatever." He lifted himself off of her and collapsed on the bed.

A moment passed, and then another.

Eventually, Octavia broke the silence. "So... What now?"

James looked at her, the smile on his face fading somewhat. "I don't know. Does this mean we're... a thing?"

Octavia turned to look at him, puzzled. "A... thing? Like, a couple?"

"Yeah, like boyfriend or girlfriend."

"Fillyfriend and coltfriend," she chided, giggling.

"Whatever," James snorted, laughing. "I mean... I don't want to make this weird, if this is just a fling for you..."

Octavia lifted her head slightly and rubbed her cheek against James. The scratchy texture of his beard was comforting. Say what you will about being alien or strange, it just felt nice. She stared into his eyes, her smile marked by a certain bemusement. "Just a fling..."

She cuddled up to him, feeling an odd need to mess with him. She looked him in the eyes, and smiling all the while, said, "You're arrogant, speciesist, kind of an idiot..." She watched his face fall, word for word, although her own never changed.

She bopped him on the nose. "...You have a terrible fashion sense..."

That got a raised eyebrow and a hint of a grin from him.

"...But you are still the only musician I've seen in quite a while who's actually in tune with me, so I suppose I'll put up with all that." She giggled and nuzzled his cheek.

His face bounced back up, and he hugged her. Octavia couldn't get over just how strong those spindly fingers were. The firm feeling of his hands comforted her, pulled her in, and she snuggled in closer to him.

"Plus," she breathed into his ear, "I think I'm going to need an encore on that. What a performance..." The blush returned to her face.

"I can work with that," he replied, grinning and resting his head on her shoulder.

After a while of cuddling and saying nothing, James disentangled himself from her. She pouted slightly as he stood up. Bending over to tousle her mane, he grumbled, "I'll be right back. I just want to get my violin."

Subduing urge to squee. She said, in a failed attempt to play it cool, "Ooh, a private concert?" The giddiness in her voice was not easily suppressed.

James shot her a shit-eating grin, one that she could clearly read. "I know you want this," it seemed to say. "Nice try playing it cool. You are just adorable."

...Okay, so maybe she was reading into things a little. But then again, maybe not. Either way, she giggled.

James quickly slipped back into his underwear. He opened the door and stepped out into the hallway. He promptly lost his balance, his foot sliding out from under him. Avoiding a nasty split, he got a foot under himself and managed to crash headlong into the wall across the hallway.

Octavia lept out of the bed. "James, are you okay?"

He rubbed his back and groaned, "Yeah... Fine. Just slipped on this wet spot outside the door."

Octavia blinked, and looked down at her feet. Just outside her door, there was, indeed, a small puddle on the floor. She stuck a hoof in it, noting the slimy texture, sniffed it, and groaned. "Vinyl..."

Author's Note

How many other clopfics reference famous 20th-century atonal composers? There's your daily dose of culture. You're welcome. (I'm sorry.)

Anyways, this has been quite a trip. Thanks everyone for the kind words and encouragement. Nobody got the reference in the last chapter title; here you go (although any in the set would have been a winner). The reference in this one isn't so much a reference as it is an obvious throwaway joke.

Also, big thanks to Laury, my coauthor. Seriously - without her, this wouldn't be anywhere near the same fic. Also: she's my inspiration for how ponies react when scratched behind the ears.

Thanks to TheCakeDevil for helping polish up the grammar and word choice. :)

And for those wondering: yes, I am definitely foreshadowing a part 3.

Anyways, as always, criticism and suggestions are highly welcome. I hope you like it!