Fluttershy snored softly, her mouth slightly open, as noon sunlight poured in the window. Her pink mane formed a halo around her head. I watched her breathing, lying next to her, stroking her yellow coat and feathers softly. I had only innocent thoughts as I began petting her, feeling the extra-soft fur of her equine ears and the rougher coat of her body. I was thinking about how Discord brought me here, to this world, and how quickly the little pony and I fell in love. We had just consummated our relationship the previous night. This beautiful little mare gave me her virginity...and thinking about that, well, you can imagine what it did to me. Her musky scent intoxicated me. But I didn't want to disturb her, so I did the only thing I could. I spit on my hand, and jerked it. She slept, oblivious, and I stroked myself with my right hand while stroking the lovely yellow fur of her body. I got to my knees to get a better look at her, watching her side rise and fall with each breath. I spit in my hand again, rubbing it around my dick for a proper lube, and stroked myself some more, noticing the way her long, pink tail lay in beautiful patterns across the bed, how it met her body in a small, fleshy part at her back, and below that, her round, puckered anus and full, yellow vulva. As I built to a climax, watching her tiny form, I realized that I hadn't put any thought into where I was going to cum. I looked around, but it was too late to find a towel. I jizzed on her flank, quantities of the liquid spurting out in lines across three pink and blue butterflies.

Rising to shaky legs, I went to the bathroom, and drew a bath for her. As I shut off the water, I heard, "That was so thoughtful of you." I jumped, and at first I thought she enjoyed having me cum on her while she slept, before her real meaning occurred to me. "Oh, I'm sorry, I didn't mean to startle you."

"It's okay. I thought you might like a bath."

"Only if you're joining me," she beamed. Then she examined herself. "You know, I'm stickier than I thought." I didn't tell her.

We washed each other again, and drained the tub. She shook herself, sending mane and tail hair flying, spattering me with water.

I knelt down to kiss her, but she stopped me with a wing to my lips. "I--I'm not sure I'm, uh, ready to do it again. I'm still a little sore."

"That's okay," I grinned. I sat down behind her, my legs stretched in front of me, and drew her hindquarters to my face. Her vulva winked at me and I kissed the damp fur of her ass. Damp pink hair trailed down the back of my head and over my shoulders. I kissed her labia, teased her clit with my nose, and kissed up her rump, circling back toward the center. Holding her up with my right arm, I lifted her tail with my left hand, kissing and licking her dock. Her smell overpowered the scent of soap as she let out a soft moan. She rested her forelegs on my knees.

I kissed my way down to her anus, and she let out a cry. "Don't! That's not--" But It didn't stop me. I let her tail drape over my head as my tongue entered her nether regions. She bit down on a hoof, closing her eyes. With my left arm, I reached under to hold her up, and around to play with her clitoris, while I kissed and licked inside her asshole.

I brought her, face-down and ass-up, a little higher. I buried my face in her pussy, her hind legs over my shoulders. She reached her forelegs around my back, and took my cock in her muzzle greedily. This time, her gag reflex was in much better control, managing just over half of my length. I felt the suction of her lips and the roughness of her tongue across the top of my shaft as she slowly took me in and out, pausing to pay special attention to the head. But I couldn't focus on that. Before long, she was bucking at my face uncontrollably, her juices pouring out. At the same time, she lost some of her grip around my body, dropping her weight straight down and letting my cock slide to the back of her throat. I groaned at the sensation. Taking my cock all the way to the hilt, the tip well into her throat, she sputtered and panicked, her ears pinning back. But that only seemed to make her cum even more. Her throat tightened around my cock as her muscles attempted to swallow, spasms making her tonsils press and release their grip on my manhood. As the last of her juices sprayed out of her and onto my face and shoulders, her back tightened and wings extended in alarm. Her hooves reached out to find purchase. I knew she was in distress, but I was too close to the edge to care. I wrapped my right arm around her tiny body and used the left to hold her head in place, fingers mussing her pink mane while I thrust deep into her esophagus. She made choked noises of struggle and pounded the floor with a hoof as my excitement rose. Sloppy, wet noises and muffled cries of distress escaped her mouth.

I raised her body up for a moment. She coughed and spluttered, gasping for air. But I was very close now. "Oh, baby, your throat feels so good," I managed to croak, before dropping her down again, plunging my entire length into her muzzle. It was every bit as tight as her pussy, but it clamped down more firmly. I pushed her head down again. Her tongue squirmed at the base of my dick. Her forelegs scrabbled on the floor. I thrusted several more times, my orgasm quickly approaching. Then I exploded. My cum shot down her gullet in great spurts, quickly at first and then more slowly, until I was spent.

I pulled her off my member. She hacked and spit, a dazed look in her tear-filled eyes as the oxygen returned color to her cheeks. She must have swallowed most my seed, but a trickle of white ran mixed with snot from her nose. Still gasping, she reassured me in a hoarse voice, somewhat bloodshot eyes wide and submissive, "That was really nice."

Author's Note

I added some detail to the masturbation scene here. In fact, there's a lot of extra detail from the time this was first published.

11/19/2015: I extended the throatfuck scene and made some other minor changes.