WAY Out of place

He lied there atop his bed, thinking fondly of the meek yellow Pegasus. Maybe things weren't so bad after all. He'd made some friends. A few different kinds of friends at that, but friends all the same. He felt a little more free to live comfortably. Sure, he'd miss his hands, but that was a worth while sacrifice. He sighed and picked the note pad up with his teeth, tossing it back into the drawer of the nightstand. He dropped the pencil in with it and pushed it shut, lying back in the bed. His relaxation was cut short by a knock at the door he could just hear.

He rolled off the bed to his hooves and walked out of his room, back into the main library. He made his way toward the door, his hooves softly echoing through the quiet tree. The clopping sound of them on the wooden floor seemed almost cartoon like. He stood on the other side of the door, pushing it open. No body was there. He peaked his head out, looking left and right. There wasn't anyone around to be found. He shrugged and closed the door, walking back toward the room. The door to his bedroom was closed. This struck him as odd since he hadn't closed it on his way out.

He pushed through the door into the empty room, deciding to pull it closed behind him. The handle clicked into place as the door closed and he walked over to the bed. He pulled himself up and lied down on his back staring at the ceiling, thinking nothing of the front door. Maybe he had just thought he'd heard something.

"Surprise." He heard whispered into his ear.

He vaulted right off the bed in terror, hitting the ground with a thud and scrambling across the floor in panic. He looked around to see the familiar face of an ecstatic pink mare climbing up onto the bed. He sat there on the ground, his ragged breathing slowing down. He could feel his heart pound in his chest.

"I said 'hi' and waved at you. Why didn't you listen?" Pinkie asked.

"Sorry my, uh, head must not have been in the right place." He said pushing himself back to his hooves. "What are you doing here anyway?"

"I got an itch that I wanted you to scratch." She said lying comfortably on his bed. She patted the spot on the bed next to her with a hoof.

"What, you wanted me to scratch your back or something?" He asked lifting his hooves up onto the edge of the mattress.

"No silly," She giggled. "I wanted to have some fun."

"I'm not following." He said confusedly, climbing up onto the bed.

She rubbed her other hoof down her side and along her flank. She smiled suggestively, her eyelids lowered.

He gawked with widening eyes, message finally received. He sighed and lied down, facing away from her. He felt twisted inside. He liked Fluttershy. He liked her a lot. It felt wrong doing something like that. He didn't know why. "I don't know, Pinkie" He said softly.

"Why? What's the matter, Kian?" She asked feeling genuinely concerned. She placed a hoof on his shoulder. "You can tell me, we're friends."

"I...I think...I might...like your friend Fluttershy." He choked out, flinching in recoil of what she might say.

"So? I like her too. She's my friend." She said with a soft smile.

"No, not like that, Pinkie." He said relaxing. "I mean: I think I 'like her' like her. Like...a lot."

"Oh." She said understanding. "Well that doesn't matter we can still have fun, right? I mean, it's not like you're with her. Are you?"

"No." He sighed. "But...I don't know. I met her today, and I really liked her. I don't know if she likes me back." He said sadly. "We're just friends, I guess."

"Well that's okay. You're still open to have fun." She said smiling brightly.

She was sort of right. He'd only met her, and it was just a crush. He could still mess around. But this left a bad taste in his mouth. It made him feel guilty. He turned over to face her. "Maybe."

"Here, I'll make you a deal. As long as you don't have a fillyfriend we can still have our fun. And when you do, we won't anymore." She offered.

He thought about it for a moment. It was a nice offer, anyone else probably would. "You mean it?" He asked.

"Positively." She said nodding. "As long as we can still be friends after."

He liked Pinkie too. Not in that sort of way, but she was a friend. A good friend. She would always be that fun friend of his. "Sure." He said as the corner of his mouth rose into a smile.

"You promise?" She asked.

"I promise." He sighed.

"Pinkie promise?" She said pushing him on.

"How do I do that?" He asked confused.

She extend a hoof and placed it on his chest, moving over it in an 'x'. "Cross your heart," She said softly. " and hope to fly." She flapped her forelegs demonstrating. She re-extended her hoof and gently placed it over his left eye. "Stick a cupcake in your eye."

"Alright." He nodded.

"Yay," She said smiling happily.

"So what do you want me to do?" He asked getting down to business.

"Whatever you want to." She said laying back amorously. Her hind legs spread, the puffy pink lips of her slit splayed. He felt aroused just seeing it. He took lead, moving on top. She smiled sexily, her eye lids lowered. She leaned forward planting a kiss across his lips. She split off, her cheeks gaining a darker pink hue. "If you want, we can pretend I'm Fluttershy." She offered.

He smiled softly. "Really?"

"What are friends for?" She said smirking.

"Alright." He said taking a deep breath. He closed his eyes and focused, thinking of Fluttershy in Pinkie's place. When he opened his eyes, under him lying submissively was a blushing Fluttershy. She looked off coyly, a soft smile across her face. Her long pink bang hung over one eye, the other shimmered in the dim light. She looked beautiful. He'd all but forgotten it was really Pinkie. He felt warm, cozy almost. Happy.

He could already feel himself start to slip out. Creme splotched brown inched it's way out, growing slowly in stature. It hung down under it's own weight, flopping down onto her stomach. It extended farther, creeping up toward her chest. He could feel the friction of it brushing along her soft smooth coat. It nearly made it to her chest, stopping just at it. It throbbed in the open air of the room, the coolness of the air edging him on. She had turned, her bang no longer hanging over her face. She stared down at it, her face in a bright blush and her mouth slightly ajar at it's sight. Her chest began to puff out as she took deeper and deeper breaths.

His face felt hot as he looked down at his own arousal. Just past that he could see the lips of her mound, slightly damp from her own arousal. The fur around them was darker from the dampness, the lips of her flower glistening. He took another deep breath and focused. The base of his shaft touched down on her swollen lips, sliding down. Her juices smeared along it, lessening the the effort and making it slick. She breathed raggedly as his shaft rubbed down along her slit, it brushed along her clit and her lips parted around it as the whole of it pressed onto them.

The tip neared her clit and he stopped, looking up to her. Her faced blushed harder. A bead of sweat ran down the side of her forehead as she bit her lip. He moved his hips forward, sliding back up it. The length of it rubbed hard against her clit as it stuck out from atop her flower. He moved back and forth slowly, taking his time and sharing the pleasure. The feeling of her button rubbing hard against his shaft was new and he savored the new feeling. She let slip a quiet moan as he rubbed harder.

"Faster...please." She squeaked.

He did as he was asked, shifting his hips with heightened pace. His shaft rubbed between her lips and onto her clit faster, the friction making it feel even warmer than it already was. She let out another squeak of joy, loving it. He bit down hard on his own lip, a droplet of pre leaked from the flat tip of his member. It dripped down onto her yellow coat, mixing in as he worked.

"More." She moaned softly.

He took that as cue, his rod sliding down along her lips one final time. He moved his hips back as far as he could, his member sliding back and bending to the awkward position as much as he could. It hurt immensely as he felt the weight fight against the strength of his hardened length. The tip of it was just outside her entrance, the flat head resting against her moist puffy lips. He adjusted his back comfortably, moving slowly to un-kink himself. He let out a labored grunt as he felt a twinge coarse through his loins, closing his eyes in pain

He felt something firm press against it, helping correct it. He was realigned and the pain ceased. He opened his eyes to see a yellow hoof move gently against it. He looked up to see a soft smile across her face as she panted. He smiled at her assistance at the worst possible time for him. He steadied himself and began his descent, the flat head of his shaft easing in. It pressed against her tight opening, squeezing through with a pleasured moan from the yellow mare. He slid further in, 'Fluttershy' moaning more audibly as he dove deeper into her. Her slick juices made it easy as his thick shaft slid farther down into her.

Her flower was warm and moist, everything he'd expected and then some. He went in as much as he could before their hips were locked and he was pressing her hard against the mattress. He still had roughly an inch left, but couldn't go any further. Being that, he began pulling out. His hard rod being hugged by her tight walls as it slid smoothly out. Her eyes were shut tight and her tongue was stuck out in ecstasy. She bit down on it to keep herself from screaming out in absolute pleasure. Roughly half way out he dove back in, sliding back to the point of his farthest reach. Her head threw back as she moaned out at the feeling of him filling her again.

He pumped in and out repeatedly, following the same pattern. Sliding half way out and going right back in. She moaned as he entered, taking him for everything he had and sighed as he pulled out, hugging around his member tightly.

"Harder...faster...deeper..." She begged, gasping between words.

He did just that, thrusting faster and pressing down harder. Her hooves moved up, holding onto his shoulders tightly. Their noses were pressed together, sweat running down either's face. There was a musk between them that reeked of sex. He pumped harder, the pressure building inside. Her own wall had come close to collapsing.

"...Harder..." She moaned. He thrusted with even greater speed, the mattress beginning to creak under them. "...Harder..." He kept giving harder, the mattress creaked and 'Fluttershy' moaned, both growing louder. "...Harder..." She pleaded. He finally let go and gave his all. He pumped and rut with all his strength and speed, his stamina burning away. She moaned louder still, the mattress creaking and popping under the stress. He let everything out, giving all that he had to give and more. They bounced with the mattress, having all the fun they wanted. "...I...I think I might...I think I'm gonna..." She was gasping between words, feeling the pressure hard.

"I know, me too." He moaned feeling the same. "You ready?" He asked.

She nodded as he continued his rut. Their foreheads pressed against each other as he moved without holding back. She gave a loud moaning sigh as something thick and sticky leaked. He grunted loudly, sighing in an exhale as a shot of thick and sticky seed gushed out. It mixed with her femme cum as it leaked out around his softening member from her tight hole. He slid out, rolling off of her onto his back. He panted and calmed, sweat soaked through his coat. She hugged onto him panting. She too was wet with her own perspiration. He folded his forelegs behind his head comfortably as he relaxed. She rested her head on his, one foreleg slipped between his and his neck, wrapping around his other shoulder. The other was lying atop his chest, rubbing it lovingly.

Their heartbeats were matched as they drifted off in post coital bliss together. The shroud faded and the yellow Pegasus went back to being who she really was. The yellow of her coat turned to pink and the pink of her mane darkened. With the last of his strength he performed what he'd learned. He moved one of his hooves from behind his head and placed it on her chest, right above her heart. "Cross my heart and hope to fly," His hoof lifted up from her chest and moved up to her face, a soft and relaxed smile across it. He placed it gently over her right eye. "Stick a cupcake in my eye."

His hoof settled back down to his side as he drifted off. The last thing he felt was a soft peck being placed on his cheek.