“Darling, you're absolutely sure this is what you want to do?” Rarity asked Fluttershy, concern etched across her face. Fluttershy was sitting prone on the couch, her back legs splayed just slightly so Rarity could get a peek at what lay between.

Fluttershy nodded and gnawed her bottom lip before she replied, “Y-yes...Rarity, I love you and I want to do this...I'm just, I'm...scared...”

Rarity moved the few inches that separated the pair, nuzzling gently into the crook of Fluttershy's neck and laying a few small kisses there.

Earlier today, Fluttershy had turned up at Carasol Boutique,flowers in hoof and a blush staining her cheeks.

Rarity had been delighted. She ushered Fluttershy in, put on a pot of tea and promptly kissed her girlfriend. It had been three months to the day since the two had gotten together and Rarity had been sure Fluttershy would have forgotten considering the influx of sick animals that had seemed to crop up.

Imagine her surprise then when Fluttershy was interupted her mid-story about a particularly difficult customer and kissed her. It had started innocently enough- a soft, pleading kiss that lead to something more. Before long, Fluttershy was nibbling at Rarity's bottom lip, gently tugging.

When she realized what she was doing, Fluttershy had frozen, retreating to the back of the boutique, hiding beneath a pillow and blushing furiously.

Now, here they both were. Rarity, holding Fluttershy close while the shy, butter-yellow pony's heart beat erratically against her.

“There's no need to be scared, dear. I love you and I would never hurt you, you know that,” Rarity said softly, kissing her ear.

Fluttershy nodded, her blush turning an even darker pink. She whispered something softly, something Rarity could not make out.

Rarity cocked her head to the side, “Say that again?”

“I said...I said...I've never done anything with anypony before. You're my first,” Fluttershy squeaked out, shifting herself so she was hiding behind her bangs.

Rarity smiled- she had figured as much. She brushed back Flutter's bangs, “You don't have to worry about that, dear. We can go slowly. I want you to be comfortable, that is what matter's the most. Okay?”

“Okay,” Fluttershy replied, kissing Rarity's nose. Rarity gave her another nuzzle.

“Now, I want you to sit back and enjoy what I'm about to do. Can you do that for me?” Rarity asked, sliding down from the couch.

Fluttershy nodded, leaning back onto the cushions behind her. Rarity practically purred as she nosed her way between Fluttershy's legs. She crept up, leaning forward to kiss beneath Fluttershy's chin, slowly trailing her way down her neck. Fluttershy squirmed beneath her as she nipped gently at her neck, running her tongue over the small bites to soothe the pain.

She made her way downward, planting more kisses along the curve of Fluttershy's stomach, nuzzling the soft fur there.

Just ways bit further down, Rarity brushed across one of Fluttershy's teats and the yellow pony shivered and gasped; just a small intake of breath. Rarity smiled, dragging her tongue across the sensitive skin there, drawing another gasp from Fluttershy.

“H-ha...Rarity...”

“Was that nice, darling?” Rarity mumbled, nuzzling against her. From the gentle buck of Fluttershy's hips, she took that as a yes. She teased the nipple again, her tongue circling around it slowly. Gently, she took it into her mouth and suckled, earning a soft moan as a reward.

With a soft pop, Rarity released Fluttershy. She settled down between her thighs, using her hooves to gently spread Fluttershy's back hooves.

Fluttershy blushed, gazing down at Rarity who returned her look.

“Are you ready?” Rarity asked, glancing downward at Fluttershy's most intimate of areas. Already her slit was glistening with anticipation.

“Y-yes, please,” Fluttershy said, a slight hint of desperation in her voice. Rarity smiled. She needed no more prompting.

The first lick was long and languid, starting from the very bottom of Fluttershy's marehood and traveling slowly, ever so slowly upward. When her tongue connected with the mound of sensitive pink flesh, Fluttershy jerked her hips upward, a loud moan escaping her lips.

Rarity paused a moment, fighting back a chuckle. She was one of those lovers- the vocal kind that breathed your name, shouted it. The irony was almost too much.

She returned to her job, pressing her nose into the soft fur just above Fluttershy's clit. She pressed her tongue again against her clit, drawing it slowly around in a circle. Fluttershy very nearly screamed, her forehooves pressing against Rarity's head, pushing her further into her.

Rarity obliged her, tracing over the mound again and again. She locked her lips over the engorged clit, gently suckling on it, her tongue flicking back and forth.

“Rarity- R-rarity, please...” Fluttershy cried, biting down on one of her hooves to try to stifle her moans. Of course, there was no use. Nothing would cover up the sound of the loud moans and pants Fluttershy was making.

Rarity's own marehood tingled with excitement, but she was too focused on her job to relieve herself. She continued her onslaught, gently tugging on her girlfriend's outer labia with her lips, nosing her clit. By now, Fluttershy was soaked- first timers often were extra sensitive- and Rarity lapped lovingly at the mess between her legs.

She probed the entrance to Fluttershy experimentally and when Fluttershy jerked her hips upward, she slid her tongue as far as it would go into her. Fluttershy's eyes widened as Rarity lapped away at her insides, her nose still pressed hard against her clit.

Rarity thrust her tongue into the mare, finding momentum in the buck of Fluttershy's hips. She could feel her quivering there beneath her and she knew it was only a matter of time. She drew her attention back to Fluttershy's clit, nibbling with her lips, gently flicking the hardened nub with expertise.

Finally, Fluttershy tensed, her mouth open in a silent scream of pleasure as her orgasm hit her, hard. She shuddered beneath Rarity, her insides contracting and releasing rhythmically as she came. Rarity did not let up until Fluttershy lay still. She detangled herself from her lover's hooves, climbing onto the couch next to her, her muzzle still soaked with Fluttershy's juices.

Fluttershy gently kissed her, ignoring the mess. She cuddled against Rarity, her eyes hooded.

“So...how was it? Scary?” Rarity teased, burying her face into Fluttershy's hair.

“N-no...it was amazing,” Fluttershy said sofly, cupping Rarity's face between her hooves, “Thank you...”

“No need, darling. Anytime...” Rarity replied mischievously.

Fluttershy smiled and went quiet. After a moment she said hesitantly, “So...can I try that on you?”

Rarity's eyes lit up and she smiled as an electric shock of excitement ran down her body, “Of course, love. Round two?”

“Round two,” Fluttershy echoed, looking determined.

Rarity grinned- tonight was going to be a night of much learning.

Author's Note

Welp, this is my 2nd sort of adult fic. :P Oops.