You couldn't count your days spent in Equestria any easier than you could count the leaves of the Everfree Forest, but the landscape's brightly-colored clusters of blooming flowers that greeted your arrival have since hidden away, their colors climbing up to paint the trees in the many-hued leaves of autumn. The clinging heat of summer that seemed to steam the smell of plant and animal alike into the air had overstayed its welcome before gradually giving way to brisk breezes that set the boughs of trees dancing in their new colors, and occasionally nipped at your nose, ears, or fingers, their chill still playful rather than punishing.

While that would normally have made clear that the better part of a year had passed, you can only wonder what a year consists of in Equestria. You've watched the ponies toiling to move one season to the next - pegasi wings sheering and shepharding fluffy clouds like stray silent sheep, unicorn horns sending singing spells to lure birds to migration and lull beasts to hibernation, common earth pony hooves tucking seeds in beds of dirts and bucking trees to blanket the beds in leaves, and mother nature lazily letting herself be led along, complacent and even comfortable in her turn at being parented. Yes, you have a suspicion that the seasons don't pass quite the same as they did in your world.

There is an exception. A place that defies the magical in meeting mundane expectation. The Everfree Forest, a wide wood made of vast varieties of plant and animal, glens shrouded in diverse deciduous breeds, hiding ravines and swamplands that then hide more motley assortments of critter and insect, as if all the variety in the world had been forced to flee together to live and grow naturally, in refuge from pony supervision.

Indeed, few ponies rarely wander near, as if afraid they too might lose their magic and become something normal, their crayon color coats fading to earthy tones and their sing-song talk reduced to conversational nickers and neighs. Untouched by pony hooves, the trees of the Everfree still hold their coats of leaves tightly to them in the cold, only half-undressed as time strips their leaves and discards them to the floor in fall's foreplay to make nude for winter. Here at least, the seasons pass as you've always known them to, a living calendar that suggests the ponies have rushed mother nature ahead of father time's schedule, and should really slow down. But then, even the Everfree obeys the sun and moon, and you've heard that the ponies control those too, steering the heavens from their unicorn capital atop a tall mountain that blurs blue in the distance.

This place, the Everfree Forest, is the place you now call home.

Your home is not where your heart is. You settled in the forest out of no desire to return to the ordinary and be back amongst your brethren in the boring and banal. You were happy to leave your mundane world behind. But in this world, you are alone. You quickly craved comradery, and though you've found no other humans in this world, there are a surprising number of other intelligent species capable of speech, from griffins to diamond dogs and even dragons, each with their own distinctly developed culture. However, rather than trying to live among any of these fantastic creatures, you instead made efforts to live in the company of the ponies. Every bit as minute and four-legged as the ponies from your world, Equestria's ponies are the only creatures whose society seems passably close to human. At times it strikes you as too much so.

The ponies live in structured and well-furnished homes, more cottage than stable, though more stable than any human house. They wake and make to work, earning golden bits that they then take to market for groceries or offer to the rare travelling entertainer that reaches the hamlet. Some even wear clothes at times, which you frankly prefer. It had never occured to you to be uncomfortable around naked animals before, but you find that when you complete a casual conversation with a pony only to have their nude backside revealed to you as they turn to walk away, their sapience makes the sight unsettling, equine or not.

You tried to adapt to life in Ponyville, the town of ponies you happened upon, but the arrangement was all too awkward. Kind as the ponies were, they could never quite help staring at you uncertainly and warily, looking as skittish as any wild animal might near a man. Or, in the case of that purple alicorn, scrutinizing you like a test subject. The ponies were rarely cruel, but rarely kind, and though these ponies could speak, no words were needed to tell you that you did not belong.

So you settled on the outskirts of the Everfree Forest that bordered Ponyville, observing their world, but outside it. You'd thought to visit the town for provisions when needed, but that need never arose. Equestria is a paradise compared to your original world, and even in the Everfree the bushes and trees offer an abundance of edible and delicious fruits and nuts. Coupled with the occassional woven wicker basket of vegetables and baked bread you've lately found left on the forest's edge for you, food is never a concern.

As such, it's been some time since you've so much as spoken to any of the ponies, let alone any of the more brutish sapient species. But on occassion you speak to the more amiable of Everfree's critters, and though they hold no conversations, you sometimes feel they understand, as if a bit of the land's magic found them after all. You prefer their company. The ponies always struck you as just too human. Your clothes had gone to rags rather swiftly, and while the ponies were never shy of their bodies, you had never gotten used to the notion of having conversations with strangers in the nude.

It no longer seems possible that you might find your way home some day, and, frankly, you have little interest in the notion. While things were certainly more familiar in your own world, and you had been with your own kind, you had felt the same there as you do here: alone. Today, you're feeling that loneliness more than usual, and while you wander the forest intent on distracting yourself from it, your reflection on your time in Equestria is having the unexpected effect of making you feel more melancholy than usual.

Thankfully, you're pulled from your lonely introspection when you hear a chorus of birds chirping nearby.

Following the sound through the leaves and brambles, you find yourself pressing aside flowered bushes to unveil a brightly lit forest clearing with a yellow pegasus sitting serenely at its center. Rays of light break through the forest canopy, casting her soft pink mane in a shimmer as motes of light and a rainbow flurry of butterflies dance around her. The bright blue birds that drew you near continue tweeting merrily as they soar around her, some using their beaks to adorn her mane in flowers, while others pile them into and over a wicker basket beside her. The mare smiles warmly and extends one of her graceful wings so that it can serve as a perch that the birds eagerly settle upon. As they sing on, she giggles happily before adding her own angelic voice to their birdsong, the whole of the scene playing out like a whimsical fairytale.

You've seen this pony many times on the edge of the Everfree, but always at a distance, and certainly never so close as now. She often speaks to the animals, and they listen as attentively as you. You had overheard her asking the animals about their problems, listening to their chitters and chirps with a concerned expression, and you had seen her introduce herself to them as Fluttershy, a name that seemed too simple for her, but also perfect.

On occasion she even shared her own troubles with the animals, telling them of stressful exchanges she'd had with other ponies, or her struggles to be more confident and assertive. However, you've never approached her. It was obvious enough to you that she lived at the edge of town for the same reason that you did - she didn't feel at peace in the company of others.

It was never a conscious decision you made to only observe her from a distance; it just somehow never seemed proper to approach her. However, you've clearly done something different this time, as the pony's song stops suddenly as she turns to stare at you, eyes going wide with shock before she gasps and rears back, taking flight and retreating several feet with a few quick flaps of her wings that send her gathered flowers blowing at you in a rain of petals.

Only then do you realize that you've been so enchanted by her song that she's drawn you in like a siren, the edge of the forest clearing now well behind you. You start and stumble back several steps, mumbling senseless syllables made up of broken pieces of apologies, feeling as though you've interrupted something sacred and profound.

Seeing your trepidation, the yellow pegasus calms, slowly settling back to the ground, the flaps of her wings now so gentle that they scarcely stir the dry leaves beneath her. Slowly and shamefully, you continue your retreat into the forest.

"Wait!" her voice calls out, soft but pleading.

You pause at the clearing's edge, feeling you shouldn't linger, but also unable to disobey any command uttered in such a sweet voice. You steal another glance at the creature as its deep green eyes appraise you.

She doesn't speak so much as quietly breathe her words, raising them to little more than a whisper. "I'm sorry, you just... startled me." She takes a step towards you. You step back. "Oh, don't be afraid! I've just... never seen a creature like you so closely! I don't normally go this deep into the Everfree Forest..."

The mare glances about nervously as though she only just remembered where she is.

You tell yourself that you should continue retreating into the woods. Instead you say, "Well, you probably wouldn't. I'm from... far away."

"Oh!" she exclaims with high-pitched surprise tinged with delight. You're frozen in place as Fluttershy trots towards you, the long waves of her pink mane bouncing with each hurried step as she smiles widely. "You can talk!"

"And... so can you."

She giggles, holding a hoof to her mouth. "Of course I can; I'm a pony! But it's not often that I run into an animal that can speak! Can... Can you tell me what kind of critter you are, then?"

There's a part of you that feels indignant at being called a critter by a pony, but you smile, biting your tongue. "I'm a human. And it's not often that I run into a pony that wants to speak with me."

She trots around you, looking you up and down as past ponies have, but instead of the bafflement or distrust you've come to expect from your inspectors' expressions, hers shows only curiosity and wonder.

"Oh! You've spoken with other ponies before?"

Under her inspection, you regret letting your clothes crumble to nothing weeks ago, but she pays your nudity no mind.

"A little, a long time ago. I don't think they knew what to make of me, though. So I live here now."

You take your turn inspecting the pony; her own eyes are too fixated on wandering your body to notice yours doing the same. Her daffodil coat gleams daylight off its surface. Lingering flower petals trickle down her waterfall of pink mane until landing on her feathered wings that rustle in return. Her tail flows full and long onto the forest floor, swimming softly behind her through the dried auburn leaves as she paces around you.

Fluttershy's glittering emerald eyes lift back to your face as she circles around. "That makes sense. Only tiny critters live in town, like field mice, kittens, or spiders. A large one like you seems like more of a woodland critter." Her fascinated smile falls as she furrows her brow and glances aside. "It's safer for you, anyways. Other ponies can be cruel to each other, let alone animals..."

"Sounds a lot like other humans are."

"Oh, are there more of you?" Fluttershy smiles with excitement, glancing about as if hoping to catch a glimpse of a human hiding in the bushes.

You smirk. "Probably too many of us. Well, back where I come from, anyways. I'm the only one here."

"Oh, I'm sorry. That must be awfully lonely." She stares up at you sadly while butterflies gather to her once more, returning to their perch now that she's stopped circling you, as if trying to comfort her.

The sympathy surprises you, but you smile and deny the truth. "It's not so bad. I didn't get along with other humans very well anyways. It's a lot easier with the animals around here. They don't judge me as much." As if in understanding, a pair of butterflies orbitting the mare settle to your shoulder, too tiny to even tickle your bare skin.

"I understand. I feel the same way around other ponies. It's why I live on the edge of Ponyville. It can get lonely living alone sometimes, but when I'm around other ponies, sometimes... Sometimes it feels like it's even worse, being alone around others."

She settles onto her haunches, self-consciously combing one hoof through her long mane as the other idly pushes a single yellow leaf across a pile of red. You stare, suddenly overcome with the compulsion to take her into your arms. But you don't. Because you realize that the desire is less driven by a want to console her than an urge to seek your own consolation from the first person you've ever heard put words to the way you've felt all your life.

You avert your gaze, if only to keep yourself from embracing her. "I guess you do understand. It's tough. Wanting to be with others, but feeling like they don't accept you, or want you as you are."

Silence follows, words giving way to the subtle sound of the breeze rustling through leaves as birds and crickets chirp in rhythm. You're unsure what to say or do next; wary of what you want to say, terrified of what you want to do. For the first time in forever, you feel as though you've found someone that feels the same as you. Carefully controlling yourself, you turn your eyes back to Fluttershy and find her focusing her attention on your stomach. You follow her gaze down and find your standing erection, a single butterfly perched peacefully at its tip.

You stumble back, disturbing the leaves and the butterflies as your hands cover your crotch. "No! That's...! It's not what you think! I'm sorry."

The pegasus stares, seemingly surprised by your shame. "Oh! Don't worry! I'm not upset by that. I take care of a lot of animals, so I certainly understand that they all get... a bit frisky, now and then. It's perfectly natural!"

Her calm quells some of your panic, but fails to mitigate how mortified you feel. Whatever faint hope you had felt at finding a kindred spirit wilts as you're reminded that she thinks of you as an animal. She probably doesn't even suspect that she's the one that riled you. "That's... very understanding of you."

"Yes! It happens a lot in the spring. That's when I have to get busy finding mates for all of my little forest friends! I like to take care of them as much as I can, but they still need their own kind for some things!"

You stare blankly, trying to hide how heartbroken you feel. You must have failed, because she frowns and steps towards you. "Oh! I'm sorry! You're all alone, and here I am, talking about..."

"No, no, alone is fine. In fact, I think I'd rather be alone right now."

"Are you sure? I don't have much room left in my cottage, but if you wanted... you could be my pet? It seems like you're-" She takes another step towards you. You take another back.

"Yes, I'm sure! Thank you. For caring! I mean that. But right now, I just need-," you catch yourself, stopping short of confessing. Instead, you only mutter, "I need to be alone."

You turn around and retreat into the forest. A glance over your shoulder finds the pegasus where you left her, sitting still while looking confused and concerned, fighting the urge to let more than her eyes follow you. The thin foliage of fall branches finally blocks her from your sight, and you let out a heavy sigh before continuing on.

You're unsure of your actions, but didn't dare linger with her any longer. Long buried emotions are welling up, struggling to surface, and you're certain the emotional eruption would do nothing but embarrassed the both of you. You glance behind, consider going back, and fight the urge down once more. You can't believe she oferred to let you into her home. If she only knew the things you were imagining doing to her.

You thought you had grown numb to how lonely you were, but she made you feel for a fleeting moment that you didn't have to be. You're sure you must be projecting everything you've ever felt onto her. Caring thing that she is, it would break her heart to tell you that she can't be what you want her to be. There's no reason to make her tell you that. Not when you already know it.

The dark oaks you left behind give way to skinny birch trees, black patches dotting their white bark. Pushing nearly naked branches aside, you break into another clearing, smaller and more intimate than the last. The blanket of gold and copper leaves halts at the base of a towering maple tree, its bright red leaves flaring out and above the canopy like a forest fire frozen in a beautiful explosion of autumn. Scattered slivers of sunlight flicker between the dwindling dancing leaves above, with a single wide spotlight bursting through a break in the branches above to bathe a bed of purple sage and aster flowers that huddle among the maple's roots for warmth in the brisk autumnal air.

The clearing is picturesque. A scene serene and peaceful, almost as calming and pleasing as the previous clearing had been. But not nearly so much as she had been. Thinking of her, you steal another glance behind, no longer battling reservations against returning, but only wanting to confirm that you're alone again.

Alone again.

You draw in a deep breath, letting it out as you settle to a seat in a spot between the maple's large crawling roots, flower petals tickling your thighs as you rest your back against the tree's trunk. You hang your head, and find your still-hard cock pointing up at you. You scowl at it. You're not sure whether to blame it or thank it for interrupting the encounter.

Your ambivalence acquiesces to instinct, and you take yourself in hand, slowly stroking as you have so many times before.

It was regular routine for you since living in isolation. With no others around, there was never reason not to do it when the urge struck. And the urge had struck you something fierce. God, that pony was driving you crazy.

You pause at the admission, then resume rubbing your length as you try to force some fantasy into your mind to take it off of her. You don't want to think of her while you do this. She's a pony, after all! Well, a pegasus. A creature you'd long thought was only fantasy, so it seems almost fitting to fantasize about- No! You may have thought about her that way a few times before, but after what you felt with her today, you can't indulge in that anymore.

Your frustrations make you stroke your staff harder, and you beg your mind to think of something else, worried climax will come while your thoughts are still on her. Your thoughts search desperately, trying to recall images that aroused you in the past, but your mind finds its way back to her again and again until you groan in both pleasure and annoyance, conceding that climax is too close now, and giving in to the thought of her, your shame buried beneath your lust, at least for the moment.

"Nnn... Fluttershy..."

You had worried how she would react if you had told her your feelings before. What if she saw you now? She'd feel violated and revolted if she knew what you were thinking. But she wouldn't know. She'd probably just smile and watch in fascination, enjoying seeing an unfamiliar animal acting as it does in nature. She's too innocent to suspect you'd imagine doing anything to her.

You close your eyes, and imagine doing things to her. You moan her name again, raising your hips as you stroke yourself faster, nearly there, and wanting to at least imagine the moment is with her. It feels wrong to think of her like this, but that somehow makes it all the more exhilirating. Knowing the afterglow will give way to self-loathing only makes you more determined to enjoy the moment while you can. You groan again, leaves rustling as your feet brace against the forest floor, the sound of your stroking filling the wooded clearing as you imagine youself finding peace and pleasure inside the pegasus.

You open your eyes as your ecstasy nears its extreme, picturing her in front of you, eagerly awaiting your arousal's peak. You stop just short, clenching your teeth as you fight to hold back your release just as your body begins to offer it, your sex aching from the whiplash of being forced to the edge and then pulled back. Even now, every throb your muscle makes in your hand threatens to break the threshold, but you don't dare let it. Because you stopped picturing Fluttershy, yet still she stands before you, the handle of her flower-filled wicker basket in her mouth, and her turquoise eyes watching you.

You grip your cock tight, frozen as you fight back an orgasm in front of the yellow mare. The feeling finally fades away, and your frustrated body instead cramps with seed unspent. You sit still, unsure what to do or say, staring at the mare and unable to do much more than stop yourself from starting again.

Fluttershy blinks, seeming surprised at how long your orgasm is in coming, and a worried concern crosses her face before her eyes finally find yours. She starts and blushes, dropping her basket as she realizes you stopped because of her.

"Oh! Did I startle you? I'm sorry! I... I didn't mean to interrupt. I just... heard you calling my name, and..."

"I was whispering."

"Oh, well," she glances aside, her mane falling over the eye facing you, hiding her expression. "I... I still heard it. A-And I haven't heard you say my name any of the other times you've done that, so I thought... Well, I don't know what I thought, I just didn't think-"

"Wait. What do you mean, 'the other times I've done that?'" You may not be able to see her eyes, but you can see her cheeks flush pinker than her mane as her hoof pokes awkwardly at a fallen twig. "You've been watching me!?"

However mortified you felt at having her see you stiff is nothing next to what you feel now. You'd thought that you had gone unseen every time you'd observed this immaculate angel from a distance. Now you suspect she may have seen you every time, and worse still, managed to observe you after.

"I... I wasn't trying to spy on you or anything, I just... liked watching. I was just curious the first time I saw you, but, you seem to do it every time I see you, so I-"

"I don't do it all the time, I just end up doing it every time I see you!" Realizing you're still holding your cock as you say it, you finally release it, trying your best to cover yourself, though it's a tall order when you're all the way up.

You had thought her cheeks couldn't get any redder, yet they prove you wrong. Though the way your cheeks are burning, they're likely a similar hue.

"Y-You saw me? Oh my... I'm sorry, I was trying not to bother you, I was just so curious..."

So she somehow failed to notice you spying on her as much you failed to notice her watching you. It's little consolation, considering what she's seen you do. You don't have time to consider that though, as she continues.

"But... Why would you do it after seeing me?"

It sounds liked a leading question, but her expression gives away that she's asking with genuine confusion. Is she so naive that even now, she doesn't know how others might see her? Or does she just not see herself as someone that anyone else would want? Your heart breaks at either idea.

"Well, you're... You're beautiful."

She goes wide-eyed, and her cheeks are back to a full flush before she suddenly sweeps a wing forward, folding it across her face as she hides behind it.

"Are... Are you alright? Should I not have said that?"

She lowers the veil of her wing enough to reveal her misty eyes, like morning dew on grassy plains, but even they turn away the moment they meet yours. "It's not that, it's just... Nopony has ever said something like that to me before."

"That's impossible. Ponies can't be so different from humans that they aren't entranced by you."

"No! Nopony ever thinks of me that way. Ponies may like me, or, I like to think they do, but I'm not the type that stallions... want in that way. So it's strange that you do. I'm sure it's just because you're so lonely."

She clearly feels pity for you, but after hearing the way she speaks about herself, you think you feel more sorry for her than she does for you.

"Well, I'm sorry..." You stand, turning away. "Sorry if I made you uncomfortable. I'll move further into the forest so that you won't accidentally stumble into me doing anything like this again."

"Oh, no, it's dangerous deeper in the Everfree Forest! Besides-" She steps towards you, but then hesitates, her mouth hanging open in preparation for words that don't follow.

You stare at her. You should go. But you can't stop yourself from waiting for what she'll say next. Maybe your will is already wearied from walking away the last time, maybe it's just the way you've worked your loins to aching with need, or maybe it's that you're starting to suspect she's even lonelier than you.

"Besides, like I said, I don't mind helping the woodland critters relax, so if looking at me helps you, then... I don't mind you looking. You can keep going."

You hesitate, embarrassed, and a little horrified that you're actually considering her offer. As tempting as it is, you feel like you'd be taking advantage of her naivety. She still seems to think of you as just another woodland critter. But then, you're certainly not forcing her. She sought you out, asked for it, and even now she's waiting for you to do it. But while it's not normally anything you take any shame in, doing it in front of her would feel impossibly vulgar. She's like some mythical fairy, pure and perfect, and you're just a sexually confused man.

As always, your lust wins. You wrap your hand back around yourself, preparing to continue where you'd left off, giving one last uncertain glance towards the watching mare. She blinks, surprised that you chose to make eye contact. As your uncertain gaze lingers, she seems to understand, smiling gently and nodding encouragingly.

"It's alright. Go on. Do what you need to feel better!"

You look down to your dick, tight in hand, brace to begin, but then instead you only sigh. "I don't know if I can do it with you watching."

"Oh," the yellow pony says, hints of surprise and disappointment in her voice. An awkward silence settles. You steel yourself to send her away once more when she suddenly stands, taking a step towards you. "Then, will it help more if... I do it for you?"

"Huh!?" you stammer dumbly in a fluster.

She closes her eyes calmly as she explains, "Like I said, I help many critters relax. Not like that, but... I interrupted you, and you don't have any other humans to help you, and... You seem so tense and stressed, so... I want to help." Her long lashes lift as her cheeks faintly flush, but she forces eye contact. "Would it be alright? If I helped?"

Your mind is exploding with reasons to refuse. Aside from how adorably innocent the pegasus seems, there's also the simple fact that she's an animal and you're not, despite her insistence of the opposite. There's obviously only one right way to respond.

"You'd... do that for me?"

No! That's not what you were supposed to say! It's not what you meant to say!

The yellow pegasus approaches with an understanding smile, her sympathetic sage-colored stare drawing you in even as your body stumbles back. She comes slowly so as not to startle you, and the more she leans in the more you lean back, half-crawling away as she moves over you. You can see in her eyes that she thinks you're scared. And you are. But not of her. You're scared of what you want to do to her. Soon your back is against the trunk of the tree and her wings extend to either side of you, aiding the roots in blocking your retreat to either side. She's trapped you like an animal after all.

"Shh, it's alright," she breathes softly as she places a reassuring hoof on your side, her lips so close that it makes your cock twitch with new ache.

You catch her scent for the first time. She smells like nature, no hint of chemical perfume, only arboreal aromas, faint florals, and sweet citrus scents of forest fruits, all blended beautifully over a faint trace of her natural scent. Whatever pheremones it contains prove effective despite the difference in species, giving your erection encouragement it scarcely needs.

She leans closer still, trying to calm you. "I won't hurt you," she quietly promises into your ear as her hoof moves slowly down, and then finds you.

You gasp as she makes contact, prompting her to give you another reassuring smile as her other hoof rubs at your side, petting you as though she's worried you'll sprint away in fear at any moment. But you know you're past the point where you could pull yourself away from this. A low groan parts your lips as her hoof drifts lightly up and down your length. You never would've guessed that hooves could feel so gentle. Her touch grazes around the head of your cock, and you give a lustful gasp, dripping pre as you twitch with need.

Fluttershy lets out a giggle, smiling innocently as she coos, "You've gotten so big! I'm so proud of you!" Drawing her hoof back so she can stand on all fours, she smiles happily at your fading reservations. "Does this mean you trust me now?"

You swallow and nod. "I trust you." You want to say that you always trusted her. You're the one you don't trust. But you don't say that. You don't want to say anything that might make her stop.

"Oh, wonderful!" Fluttershy grins, her voice almost a song as she flares her wings joyously. "Then I'll finish you off, okay? Just leave it to me!" So saying, she turns away from you, then settles beside you with her hips against yours. Her wing lowers, its feathers wrapping around your cock like an angel's fingers.

Your back arches and you let out a lusty cry. Fluttershy tosses her pink mane back as she glances over her shoulder at you. "It might feel a little intense, but try to relax, okay? I promise it'll feel good soon."

Her feathers stroke around your shaft, teasing every inch of you with a sensation somewhere between a tickle and sex, leaving you gasping and squirming. As she edges you on from her new position, your eyes can't help being drawn below her tail, savoring the sight of her plot and nethers, the surprisingly black bare skin of skin of her sex contrasting with her honey-hued coat that glistens as sunbeams speckle its surface, slender thighs meeting rounded hips. The sight is a sexual sunflower, her yellow ass the petals framing the black heart of the flower, and like a bee entranced, you long to pollinate. The equine anatomy that seemed so off-putting to you when you first arrived is now arousing you more than anything ever has. And you know why. It's because it's her.

It's not that her pure and pristine feathers are speeding along your shaft. Nor even that the most sensually sacred spot on her is openly exposed to you in arm's reach. It's that it's her: so beautiful, so sincere, so caring, so perfect.

Just as you think you might not be able to stop yourself from laying your hands on her, she speaks. "See? Isn't it better when you just ask for a little help?"

"S-sure. Do you do this often for your animals?"

"Hmm? Well, no. Like I said, I usually help them find mates. But I'm not sure if I can find you one. And if you go too long without a special friend, you'll get a lot of pent up stress. It's not healthy for animals to get pent up, and if they're so lonely, then... I want to help however I can."

"But if you're lonely, who helps you?"

She stops suddenly, blushing, then continues, nervously stroking you faster. "I... I can take care of myself."

You wonder if she realizes what her choice of words implied. Surely she didn't mean that; you're the pervert here. Still, even if it's just another fantasy, the idea of her pleasuring herself pushes your arousal further on. Your eyes turn back beneath her tail to the tight slit running beneath it, now glistening in the late noon light. She can't be wet from touching you, so is she wet from the thought of touching herself? Either way, the sight makes you long to lunge forward and run your tongue up between those soft folds. Your only restraint comes from knowing that it would put a stop to the wingjob; to this dreamlike and unreal moment that's somehow happening. You never would have imagined experiencing a wondrous miracle like this moment, and never want it to end.

"Are you getting close?" she asks, and in her expression you can see that she's becoming unnerved that you haven't cum yet.

"It feels good, but..." You trail off. How could you say she was anything less than perfect?

"But?"

You feel like it would be a sin to be anything but completely honest with her. "The feathers are too soft and they... tickle a little too much." She looks embarrased, and you hate yourself for having said anything that might displease her. You rush to assure her. "It feels pretty amazing! But... the tickling is also keeping me from getting all the way there, I think."

"O-Oh. Was it better when I was using my hoof?"

"No, the hoof was too hard. That was a good start, though."

You wait for her next suggestion, but instead she falls silent. Her wing stops on your shaft, and she glances between her hoof, her wing, and your face. Looking aside and biting her lip, she meekly mutters, "I'm sorry I'm not better..."

You didn't mean to insult her skill. And you certainly didn't want her to stop. "It's no problem! I mean, it's not like hooves are meant for this sort of thing."

"No, the problem isn't hooves. I know mares do this for stallions all the time. The problem is me. I'm just no good at this! I've always known I'm no good at it. And I know the stallions somehow know it, too. That's why they're not interested in me." She ends her claim by settling onto her haunches. While she still faces away from you, you catch sight of a tear rolling down the outer edge of her cheek. You want to die in that moment for your part in causing it, and feel you would were it not for your shame being eclipsed by your determination to ease her sorrow.

"H-Hey, don't cry! Any stallion would have to be blind, deaf, and dumb to not want you! They probably just think they don't deserve you. I know that's how I feel!"

She muzzle turns towards you as she looks over her shoulder, her glistening eyes staring at you with surprise and doubt. "You do!?"

"Well.. yeah. Why do you think I'm so hard in the first place? I was aching for you the moment I saw you."

Fluttershy looks down at your painfully pent up cock with a blush, then frowns and lifts her other wing, wiping her eyes.

"You're... aching? Of course you are, I interrupted you. You're right, I shouldn't be feeling sorry for myself when you're suffering like this because of me. But I don't know what else to do..."

"That's not what I meant, but... I think you know what we could do."

Some part of you is screaming at yourself, wondering where your restraint went. But that part of you is all but drowned out by the racing of your heart, the throbbing of your cock, and an animalistic instinct that grows steadily stronger.

The mare stares, her cheeks back to a beet red as her hooves cover her mouth. "Oh! Oh my! I- I don't know! Helping my animals relax is one thing, b-but... That would be..." She glances around as if some pony might overhear, then leans towards you to whisper, "Bestiality!"

You can't help chuckling as she voices the taboo you've been struggling with yourself. "It's funny, where I'm from, ponies are the animals that humans take care of. Even if you and I are different species, I think we can agree that we're both intelligent creatures."

Fluttershy continues to hold her hooves over her mouth as she looks away, her glistening green eyes pained with indecision. "I want to help you, I really do, but something like that..."

You place your hands over her hooves, holding them gently as you lower them from her muzzle. "What if we don't go all the way, then? Just... let me feel a part of you that's softer than your hooves, but firmer than your wings."

"L-Like w-what?"

You long to ask for the best of her. You want to take it. Somehow you fight the urge down, offering an answer she might accept. "Like... your thighs?"

She glances at your cock, then your face, then away. "W-Would that be enough? Do you think that would be enough to... relax you?" Her stammers are barely audible, but you sense that her only fear is failing to meet your expectations.

"I think so. You didn't have me far off."

"R-Really? O-Okay. What should I...?"

"Just relax."

The yellow pegasus remains still, but is anything but relaxed. As you crouch over her, you can see her eyes wide as they watch you, her every muscle tensed. You're now the one gently petting her side, trying to reassure her though your touch seems to have the opposite effect, the mare shivering and restlessly shuffling at every instance of your hand on her hide.

As you finish positioning yourself behind her, your cock brushes against her leg and she squeaks out a yelp, then purses her lips tight in embarrasssment. Your hands hold her hips as you run your shaft up and down her inner thigh, feeling shivers run through her. Pressing your palms into her sides, you gently push her thighs together until their soft skin presses around your throbbing shaft. You sigh. She whimpers, and the sound makes your heart both break and beat harder, your cock pounding with want for her. She shudders, no doubt feeling you throbbing between her thighs. And her body answers in turn, her flower's nectar running warm down her inner thighs and onto you. Your hips give a sudden jerk of their own accord and you thrust between her thighs, an involuntary instinctual motion. But you keep thrusting of your own volition.

You slide between her slender legs again and again, your tip occassionally grazing her soft belly. The motion is smooth as silk, your shaft glazed wet as her honey flows in a steady trickle for you. You stare hungrily at the source, her private folds, and they part briefly as her pony pussy winks at you amidst her latest tremble. The sight only makes you thrust more wildly, imagining those glistening folds wrapped warmly around you. Fluttershy stands silent as you do what you need, but your reckless thrusts drift higher until you're thrusting against her belly as much as her thighs, finally finding a warm and tight caress where her legs meet, the side of your shaft grazing against the supple dewy skin of her slit as your tip touches her teats.

Fluttershy's silence is broken by moans, the first a whisper, and each after far louder than you would have expected from the quiet mare. You're going too far. You beg yourself to stop, but your lust-addled mind only answers with justifications. She's outrageously wet. She must have noticed it too, the way her wetness covers the slight coat of her inner thighs. You long to know her thoughts, both fearing and hoping at what they might be.

Your suddenly recall earlier, when you saw this elegant creature soaring in sunbeams, singing birdsong, surrounded by nature's beauty, herself seeming the most pure and perfect part of it. Now she lets out a lewd wail, bent over in front of you as you grind against her glistening virgin marehood. She trembles beneath you, gasping small breaths, her hips occasionally jerking with sensations strange and new to her. Yes, you've gone too far. But you can't stop. She was right in the beginning - you are an animal.

You tell yourself to at least ask if you should stop. But all you manage is, "Are you alright?"

Fluttershy's soft lips purse tight together, her eyes pinching shut as her long lashes sway like perched butterflies, her mane rocking like willow leaves in a breeze, her hips bouncing like a mare in heat. She manages a nod.

You speed your thrusting and your fingers grip tight into her ass, first only steadying her against your assault, but soon pushing and pulling her body to match your thrusts. Fluttershy's mouth moans openly, hitting a high pitch before trailing into a throaty sigh, the whole of it more erotic than you would have ever imagined from the innocent mare. She moans louder still, grinding on you as much as you on her. You groan and give a thrust that slaps your hips against hers. She clenches her thighs around you. You an feel her teats around the tip of your cock. Her body's burrow swelters hot and humid against your stomach.

"Fluttershy... This is more than I ever dreamed. You feel so good..."

She turns towards you excitedly, panting with half-lidded eyes. "I do? Really? Then you're going to cum?"

"I... I don't know," you admit, immediately regretting it as you see an ashamed expression strike her face. "I feel like it's almost enough," you lie. Silence passes. You still wish this moment could never end, but your blue balls ache, and you know now that every second she's unable to get you off eats at her confidence. You need to get there. "Fluttershy, can I touch your breasts?"

Fluttershy blushes and pants. She nods, then shakes her head, then stares at you with a confused and pleading look. The poor thing seems lost. You're sure she, like you, is wondering how things got to this point, and whether to stop it. "Would... Would that help?"

"Yeah, I think so."

"...O-Okay...," she answers, biting her lip, her half-open eyes watching your hands, with... apprehension? Or anticipation?

Your hands slide forwards from her hips, leaving the dandelion plains of her coat to reach under her belly to her soft equine teats. You circles your palms on them, pushing into the supple skin as her firm nipples sway to your hands' motions. They're bigger than you expected. Fluttershy lets out a low, long, quivering sigh. Your thumb and forefinger reach her peaks, catching her long and stiff nipples between them, pinching slightly. Fluttershy gasps a high-pitched yelp, but her hips react, slapping her plot against your body. You can feel her like a hotspring against you. You don't bother to ask if she's alright anymore.

You massage her teats and teasingly twist her nipples, pulling her body against you as you lean over her more, mounting her, thrusting between her legs and against her folds, frustratingly running back and forth at her open door. It drips its invitation onto you as your begging cock smears its pre between her teats. You pinch harder, she whines louder, and her haunches slide down, trying to grind more of her sex against yours.

"H-How is that? Are you close now? Can... can you do it?"

"Y-Yeah, I'm close... I think I might..."

Fluttershy sighs with relief. Eager to bring you to climax, she bucks her hips back at you with renewed vigor, speeding her movements to stroke you with her body as fast as she's able, inches away from where you really wish you were. You feel a tension building inside you, and your own thrusts become more frantic and rapid, each of you panting and whining as you grind wildly against one another. Your grip on her body tightens, fingers pressing firmly into her soft breasts as you push and pull her body against you even as her hind legs bend and stretch, as lost in pleasing herself as in pleasing you.

"Fluttershy! I'm close! I'm so close!"

She moans happily, "Mmm... Do it! Please do it for me!"

Whatever rhythm the two of you once had quickly gives way to reckless wild movements, steadily building in speed, each of you losing control and restraint as you rush to the moment together. That's when an off-beat thrust of your hips and a sudden buckling of her knees makes the two of you gasp in lewd unison as the slight shift causes the the tip of your cock to part her dewy lips, angled to enter.

Each of you freeze in place, stricken with panic at the accidental motion that nearly led to penetration. In the sudden silence, you're keenly aware of how fast and heavily each of you are breathing, the silent serenity of the autumnal clearing pierced only by your lewd panting and pounding heartbeats. With a slow, careful turn of her head, Fluttershy glances over her shoulder at you, your gazes locking , neither moving, and each instantly recognizing their own expression in the other, both wanting to continue, and knowing you shouldn't.

You swallow a lump in your throat. "F-Fluttershy, I... um..."

She looks away again, hiding her expression. "If you... If you need to... you can. But... But I... I may not be good enough."

As she speaks, you notice she's shaking even without your thrusts. She's so scared and confused, but she's willing to give you all of her if you need it. Your lust quells as you climb off of her and take her hoof in hand.

"Don't force yourself. You don't have to do anything you're not comfortable with..."

"But I hate to stop after getting you so close!" she insists, her voice cracking. "It aches, right? It seems so cruel..."

"It's okay," you smile. "I can take care of myself."

Fluttershy's smile broadens, but her tears begin to fall. "I'm sorry! If I were just better... No wonder nopony wants me..."

"I want you."

"But... I'm not any good! I think it's just... because you're lonely."

"But I'm not lonely anymore," you insist as you rest your hand on her soft cheek.

She starts, then stares, searching your eyes until she sees something in them that surprises her. "You're not? You're not. Because of me?" She flutters her long lashes with surprise, then smiles nervously. "Oh, I guess.... Now that I think about it... I don't feel lonely right now either!"

As she says it, its meaning seems to settle into her, and her green eyes gaze at you as if seeing you in a new way. Your eyes meet hers, and you're certain her expression mirrors your own. This moment, even akward as it is, seems suddenly not like a brief repreive from loneliness, but like what you've been searching for all along. Your eyes swim in one another. You barely begin to notice how close you've gotten before your lips meets hers. You kiss.

She's surprised. You see it in her eyes, feel her body start beneath you; but she doesn't pull back. The kiss is long. The kiss is simple. The kiss is everything. In each other's eyes, in your hearts, there are no words, no thoughts, only joy and safety. The kiss doesn't deepen, but in this instant where every detail is in infinite clarity, you can feel the purse of her lips flicker, testing how she wants to return the kiss, debating on when to end it, but choosing to let it linger, choosing to leave all intricacies of the kiss at your discretion. You think she's never been kissed. Your heart sings to think that in this forest glade goddess those thoughts and memories will always be of you. Then you finally pull back, adoring the dumb-founded disbelief that paints her expression between her blushing cheeks.

You smile, and softly ask, "Was that alright?"

Her lips move almost imperceptibly. It takes you a moment to realize she's whispering words that are nearly drowned silent with shyness. You lean in so close you can feel her breath on your lips and her long lashes against yours.

"What was that?" you ask again.

"That... That was wonderful..."

You chuckle and she turns away, cheeks flushing brightly before her mane obscures them. You quickly catch her lightly by the chin, turning her face back towards yours as you kiss her again. This time, she lets out a tender whine as a shiver runs through her. As you part lips, she chases after, clasping her lips to yours as her wings flare out, raising a curtain of petals and pollen as she moans against your lips.

Your hands reach out, clasping against her wings, and her hooves move to your shoulders. You lean in for yet another kiss and she turns her head to meet it. You fall on your side with her, then on top of her. Her long pink tail twirls around your legs as the two of you roll through the autumns leaves, their dry colors crunching as they're crushed against your skin and tangled in her mane. Your frollick ends with her perched atop you, each of you giggling until it fades into a shared happy silence to have finally found the one. Then her eyes drift to your still stiff cock, and her face is downcast again.

"But I still haven't been able to make you... relax..."

"Fluttershy... you're too kind. You don't have to make me do that to be amazing."

She turns aside, averting her emerald green eyes, but smiling, this time overwhelmed with flattery rather than shame. The sudden movement sets free a lock of her tussled pink mane that falls like a gentle waterfall flowing down one side of her muzzle. She mumbles, "You say it's okay if I don't make you do it... But... is it okay if I try?" Fluttershy swallows nervously as her visible eye glistens and ventures a sidelong glance at you. "Even if... I'm not any good?"

You smile and run a hand up the nape of her neck and into her smooth, silken mane until your palm is at the back of her head. You gently urge her to you as you lean to her, grazing your foreheads together and looking deep into her sparkling eyes. "Every moment you've tried so far has been the best in my life. You're not just good, you're wonderful."

"You're the one being too kind... You may be happy, but you can't honestly say you're satisfied!" She pouts at your stiff cock. "I want to satisfy you."

"Fluttershy-"

"Please!"

You stare at her stern, pleading expression. "Alright. I want to do it. Please, Fluttershy. Make me cum."

She brings her lips to yours and wraps her hooves around you, leaning into you. You let her weight lay you on your back, the bed of autumn leaves crinkling beneath you and scratching at your body, though you scarcely notice as her soft, warm stomach presses against your stiff cock, setting it throbbing. You can feel her trembling nervously against you before she parts the embrace, sliding up your body. Her soft coat glides across your cock, coaxing a long groan from you, your cock overly sensitive thanks to the prolonged foreplay. When her small, supple, equine breasts caress around either side of your shaft, you respond with an audible gasp. Encouraged, Fluttershy takes a moment to rock in place, letting her horse tits massage your aching cock between them as pre-cum runs in a steady trickle from your impatient erection.

The pegasus seems struck with a determination to keep the sensations to you fresh, and only lets it last a moment before she sits up, her haunches settling over your lap. She runs her wet pussy against the side of your shaft, and her wings rustle at her sides as she begins whimpering steadily and running her slit along your cock, every inch of you glistening with her.

You gaze up at the pegasus, the red dusklight behind the red leaves of the maple flooding your vision scarlet, the bright backlight casting your lover as a shadowed silhouette, an angel outlined in the yellow-orange hues of the setting sun, rays of light peeking between through her mane in flickering rays just as they did between the leaves above.

Your tip presses to her lower lips, and you draw in a breath, heart racing, your mind a storm too frantic to form thoughts. It's really happening. Is this really happening? Any worries of corrupting or violating her innocence are gone. You know now that she's for you, and you're for her, and that's just another part of how perfect she is. You're already the happiest you've ever been - happier than you ever thought you'd be. And now, you and that perfect creature are going to be one. She shifts her hips slightly, slowly, letting only the tip of your head tease her entrance, rubbing herself along you, just barely riding your tip at her entrance, her wetness flowing down your length.

"D-Don't look... please," she whispers shyly, apparently unaware of how cruelly the sun is obfuscating your view of her. Still, you obey, closing your eyes, the light of the lowering sun still glowing red through your closed eyelids.

Your sight surrendered, you can more fully focus on the feeling of Fluttershy, her marehood so warm, wet, and supple as it shifts against your painfully hard cock. Her sex kisses yours, parting its lips around the earliest inch of you. You long to rush inside, leaving the world behind as you hide everything inside her, safe and warm. But you let her set the pace. She pauses. She's shaking again. Anxious? Excited? Should you open your eyes? But then you feel her body lower, taking you inside.

She wraps your body in hers, ever so slowly surrounding you in her. She so warm inside. So wet. So very, very tight. Your eyes flash open and you draw a sharp breath, caught off guard by how intensely her narrow insides hug to you, gripping almost painfully around you, letting you each feel every twitch of the other. It seems she can barely fit any of you, but then somehow she takes just a bit more, her depths pinching tight around the head of your cock. Your sure you've gone as deep as she can bear, but she lets out a grunting, panting whine and struggles to stretch more of herself into the shape of you. You moan in pleasure and disbelief at every amazing inch the mare is able to take. But the progress slows swiftly, the mare pressing her hooves hard into your chest and letting loose a high-pitched whine that you can't help but worry at.

"Are you sure you're okay?" you ask, worried your size difference is too much for her. "We can stop..," you offer, while wondering if you worry more from your fear for her well-being or your fear that your pent-up arousal won't be resolved after all. However, your fretting is silenced as she stammers between breaths, "N-No! I... I'll be alright... I can do this..."

Biting her lip, the mare strains her hips to press her hindquarters harder against your still harder cock. You clench your teeth as you feel her body's inner muscles tense tight around your length, futiley straining to take any more of your constricted shaft into her already stretched canal. The deepest and tightest part of her kisses your tip firmly, struggling to swallow you to no avail.

With a weary pant, the pony at last relents, raising her hips slowly. You can feel her body clinging to yours, so snuggly stuffed with you that it can barely pull away, one lover desperately clasping for another. Her lips purse as she whines at the feel of your thick cock slowly and reluctantly sliding out of her.

Just as you begin to believe she's given up, and just before she pulls entirely free of your aching dick, she surprises you by suddenly slamming herself down and around on you. You cry out in pleasure at the feeling of her warm walls embracing you deeper and tighter than before - so tight that you may never be able to pull out again. And you never want to. You can feel every tremble and tense of her around you. You can feel your own heartbeat pulsing inside her, and you know that she feels it too. The moment she's stretched wide, her mouth and eyes join in opening wider than they ever have before, though no sound nor breath leaves her lips, as caught in her throat as you are below.

Her feathered wings flared out the moment she took you deep, blotting out the sun and casting you in her shade. Beams of light cascade between the feathers of her out-stretched wings. The world seems frozen, and you're so entranced in the moment that it seems shocking when she finally breathes again. She lets out a narrow, quivering breath, and inhales in small shakey spurts, as if so filled with you that there's no room for air. You feel every inhale and exhale of breath shift your cock inside her, and shift her around you. Your eyes lock briefly before she averts her gaze in a blush. Still, only half of your length has made its way into the mare.

She shudders before raising up again, her tight insides gripping around your shaft, stroking strongly up it. Her eyes meet yours again, and you open your mouth to speak, but lose the words when she spears herself on you again, this time letting out a high-pitched cry that echoes through the forest and your heart.

Her cheeks seem to flush, though its hard to tell anymore in the dimming red of dusk. She clasps a hoof over her muzzle, glancing around in worry that some pony may have heard.

You wrap your hand around her hoof, uncovering her mouth. "We're alone here. It's just us."

"It's just us," she says quietly, happily, dreamily. "It's just us...," she sighs, moving her hoof around your hand to guide it to her heart, sliding her other hoof over yours as her hips begin to slowly bound in your lap, your first few inches becoming hers over and over, inching more of you into you with every bound and whimper.

You can't help moaning in return. Her ears perk at the sound, and the edges of her strained expression near a smile. You let yourself moan louder and more eagerly, knowing she craves any and every affirmation of your enjoyment. You thrust your hips up to meet hers, slowly sliding deeper, feeling more of one another every time you come together, every union more intimate than the last. "Nnn..! You feel... so perfect! You're so perfect...!"

"R-Really?" she pants. "But I haven't fit it... I'm sorry, I want to fit it. It's just so big! Mmm, it's so... big..."

You smile and respond to her compliment with a particularly strong thrust up and into her. She cries out, her sweet scream echoing through trees, more pleasure than pain. You run your hands over her hips and groan, "And you're so tight... It's amazing!"

"I-It is? I am?"

"Yes!" you growl, "All I want is more! I want to see you and hear you and smell you and feel every part of you!"

She gasps, almost choking on fresh tears between her lustful panting and whines. "Oh! I want that too! I want it so much! Oh, I never knew it'd feel so... You feel so... just... wonderful! I want it all!"

"Take it all, please," you hiss, both begging and commanding, telling her what you want honestly and without reservation at last.

She nods, tears falling from her cheeks, her mouth an open, gasping smile, stray leaves tumbling from her bouncing mane as she rides you in ecstasy. "Give me all of it! Please? Oh, please!"

You're so deep inside her now. She's worked your shape deeper and deeper into her, easily taking much of you now, but still desperately struggling for the last of you. You give in to your every urge. You swing a hand, slapping your palm across her ass. She hisses through her teeth and responds by riding you harder. You spank her again, then again, whipping your pony to ride faster, and she does, whining and gasping so rapidly it's a wonder she's actually getting any air. You're both only instinct now, finally acting on every impulse you've been fighting since meeting.

The once peaceful clearing is now filled to the brim with your shared sounds. A duet of of panting and moaning, the frantic tempo of wet flesh slapping together, dry leaves crackling and crumbling to nothing beneath your frenzied lovemaking.

You're going to cum. You open your mouth to tell her, but it comes suddenly. You only manage to cry her name as her hips finally meet yours. She screams out deafingly as you climax together, her honey flowing and her body trembling around yours as you throb and pulse inside her, filling her deepest depths with your love and lust. But Fluttershy continues slapping herself down into your wet lap through every second of the orgasm, making you coat her every inside with your climax. She's worked so hard for it, so you give her all you can, and when at last the moment has passed and she settles into your sticky lap, you can still hear the sounds of it all echoing through the forest as you both shudder with aftershocks, your ache fades to afterglow, and the sun finally sets.

Fluttershy collapses atop you, exhausted. Her mane falls over her face and she gasps deep, heavy breaths. She really did give it her all. You run a hand through her mane, clearing her eyes and caressing her, though the motion manages to catch bits of grass and flower caught from your earlier tumble together. She lifts her head, smiling at you, looking so tired, and so full of love. Your heavy breaths blend together, tasting eachother, your hearts racing. Your still-hard shaft throbs inside her, and she lets out a laugh, happy and shameless, and gives you a kiss, short and simple, but saying all it needs to say.

Then, slowly, she sits up, separating your sweaty bodies, each speckled with bits of grass, pollen, and leaf. She lifts her hips, moaning quitly as she works her way off of you. She grits her teeth and her legs wobble beneath her. Your exhaustion is already fading, and fresh lust building, but you aid her in climbing off, placing a hand against her flank to steady her. She smiles through her messy mane as she at last pulls free of you, though a part of you is still inside her, a trickle of your seed running out of her and beginning its way down her inner thigh.

She glances back at her hindquarters, then looks down at your cum-covered cock, and your lap soaked with both her and you. "You did it... You did it with me! I'm so happy! I'm so proud of you!"

You chuckle happily, "I'm proud of you! Of us. I did it because of you."

The pony smiles, blushing proudly. "Still, we made such a mess..." She tilts her head, then turns, trotting several steps away. Her tail, speckled with flowers and leaves, coils from around your legs as she does. Behind its sway, your white seed coats her black skin, and you can't help taking your own pride in that mess.

Fluttershy lowers her muzzle to her flower-filled wicker basket, pulling out a handkerchief, trotting back to you with it held between her teeth. You prepare to ask what for, but standing in front of you, she lets it drop, and it drifts to daintily settle over your crotch, pitching a tent over the mess. But before you can begin to clean yourself, she takes it upon herself, lowering her muzzle to your lap, taking both the cloth and your cock into her mouth.

You gasp and your hips thurst into her mouth - you're still sensitive from your climax a moment ago. Whether she's aware or not, she purses her mouth tightly around you, wrapping the handkerchief around you, then turning her head one way and another, wiping you off with her mouth as you twist beneath her, kicking up leaves, one hand gripping a root tightly, the other her mane. Her big eyes stare up at you, and she murmurs in confusion, making her tongue dance against your shaft. You long to start thrusting, but you see the confusion in her expression, and begrudgingly take your hand off her head, allowing her to pull back, a now soaked rag hanging from her lips. She drops it aside.

"I-I'm sorry, did I do something wrong?"

"No, not at all. Everything you do is amazing."

She giggles and blushes, looking down bashfully. Then she furrows her brow as her eyes find your lap again. "You're still hard? Even after that? Did... Did I not do it right? Is it because I didn't do a good job?"

"No, no, just the opposite!" you swear, wrapping your arms around her, pulling her to you. "You were so good that I can't help wanting more."

"H-Huh? You want to do it again?" she stammers in disbelief, and then her open mouth slowly becomes a smile, her eyes brightening and chest swelling with pride. "I'm glad you liked it," she understates. "I would love do do it again, but, well, I'm... I'm a little tired now, so..."

"I understand," you smile, disappointed, but not about to complain.

"So," she continues, "is it okay if I'm on bottom this time?"

You grab her by her sides sides and throw her on her back into a bed of flowers amidst the piled leaves, scattering them and climbing on top of her before they can even fall again. The night now hides so many of her beautiful features, but the small break in the branches above allows a single beam of moonlight to fall on the two of you, shimmering across your sweat-slicked bodies, her glistening eyes, and the wettest part of her shines brightest. You throb again. Knowing how she feels only makes you want her even more than before.

She watches you eye her hungrily, weary but bright-eyed, her mouth beaming an open smile. "The look in your eyes... it's almost like a wild animal's..."

You don't doubt it. After months pent up, this mare has given you everything you've ever wanted, and everything about her makes you want it even more. You had let her set the pace, and now on top, you want to lose all control on her and in her. Her every delicate act, her every gentle word, that expresison that tells you how happy she is just to be making you happy - they're all driving you mad with love and lust, your heart a storm of wanting to protect her, and ravage her completely. Looking down at her, your heart pounds, head clouded, and breathing staggered, you really do feel like a beast.

You try to maintain control. To remind yourself how much she's already worn herself out. You shake with need, swallow slowly, and struggle to keep yourself in check. "Don't worry. I won't hurt you."

"I know," Fluttershy smiles, surprise flashing on her face as she wonders why she feels so sure. Her expression fades into an angelic smile as she realizes why.

You watch her grinning so sweetly, so innocently again as your throbbing cock rests between her teats. "What are you grinning about?"

"Oh, it's just... you look so eager." One of her wings unfurls and stretches up, its feathers brushing your cheek as she looks up at you with adoration. "Nopony's ever looked at me like that before. Like they... want me."

You stare at her silently. The song of crickets has started to fill the night air. You wonder if she knows yet that you've wanted her from the moment you first saw her. But instead you say, "I want you more than I've ever wanted anything," brushing her mane from her face as her eyes go wide. "No, not want... I need you, Fluttershy." Her mouth snaps shut, lips pursed tight and anxious. You say what you've longed to. "I... love you, Fluttershy."

She brings both hooves to her mouth, and even in the dim moonlight you can see her cheeks flush yet again. Her eyes mist over before clenching shut, pushing the tears out. As they open, misty under her furrowed brow, she smiles and whispers inaudibly.

"What?"

You lean closer, and hear the words so softly spoken they travel no further than the microscopic span between her lips and your ear, her warm breath quietly carrying them to you. "I love you, too."

You kiss one another, lips locked, both sighing, each growing louder as your hips meet, and then you're inside her again. What had been such a struggle before now comes easily. Now familiar, her body eagerly embraces you, remembering your shape andstill slick with your seed, letting you slide smoothly into her until buried completely inside. You both cry out in unison. Your cock throbs happily, feeling her warm contractions around you.

"I already missed being inside you."

"Welcome back," she smiles.

You draw back slowly, and she closes her eyes, exhaling just as slowly, her breath leaving her as you do. Then you thrust back into her, burying yourself completely inside her. She cries out in surprise, and her eyes open wide, watching you with fresh excitement. And you thrust into her again, your balls slapping against her, driving into her hard and fast, able to watch her face react to every motion from the new angle.

As you pump, her wings wrap around your torso, pulling you towards her with surprising force. They can carry her whole body, so you should have guessed they were strong, but you doubt you could pull free if you wanted to - not that you ever would. You grasp her shoulders as you begin to lose yourself, hammering harder. She screams with every thrust.

Recalling it's now night on the edge of the Everfree, you clasp your lips over hers to silence her. She moans deliciously into your mouth. Her forehooves wrap around your neck in embrace as her tongue moves forward. You lift her legs to drive deeper and faster. She screams, and her wings wrap around your arms, halting you, but you thrust in full force again and her wings are forced to flap, splaying through the leaves, stirring a storm of color into the air around you as they flap against the forest floor.

With her legs hooked over your shoulders, you bring your hands down on the frantic appendages, using your weight to pin them to the forest floor as you continuing thrusting full force into her pegasus pussy. Her wingtips curl, feathers interlocking with your fingers. Her back hooves cross tightly around your neck as her forehooves frantically flail, bracing against the trunk of the maple tree, covering her mouth, hugging your neck, tugging on roots, running through her mane, splaying through leaves, her eyes wide and rolled back, mouth wide in her endless aria of wanton wails.

You're an animal. And so is she. There are no thoughts and no names. There's only instinctual urges, the smell, the taste. The feeling. What a feeling! Your hips move so fast you no longer know when you're coming or going, only that you're moving, and will keep moving. Your breath and hers are now visible in the cooling autumn air. You ball a hand in her silken mane, not pulling it, but gripping it as tight as you want to grip her; so tight it would break her. You hear yourself growl. Between her human cries, Fluttershy responds with a soft equine nicker, a quivering throaty sound that you somehow know means she loves it.

She does love it, because she cums ahead of you this time, her beautiful voice letting out a lewd trembling wail. As her flower blooms with warm nectar that covers you as you drive yourself into her without restraint. Her wail drifts away, then erupts loudly again, and you wonder ifher orgasm was long, or more than one. "I... I... came," she gasps of the self-evident. "Y-You? Will you?"

"About to!" you grunt, fitting what few words you can between your groaning panting. "Almost...!"

"Pull out? I want to see it... I want to see you do it..."

Her request comes just as you reach your limit; or perhaps brings you to it. You hump hectically, gritting your teeth, holding the explosion back as you pull your hips back, her juices forming sticky strands between her hips and yours, and as your shaft pulls free, thick strands of your previous load follow, tying your sex to hers..

She stares in wonder at your pulsing erection, steaming like your breath in the evening air. But your restraint buckles the instant you leave her, and you erupt, showering streams of white across her her belly. She yelps and flinches as the next load is splayed across her muzzle. Your cock continues pulsing, steadily slowing spurts adorning her thighs in strings of seed.

At last the fire fades to gentle embers, and you fall back to sitting as the final leaves settle. You struggle to catch your breath and keep your eyes open, but then find you don't want to let them close as you take in the sight of your pegasus lover. You stare at the spent mare, laying on her back, coated in your handiwork within and without, her chest rising and falling in deep breaths, her coat glistening in the moonlight, leaves and flower petals scattered through her messy mane, grass and pollen clinging to the salty sweat and seed covering her, and her cheeks stained with tears of joy.

"You're beautiful," you can't help saying. Her only reply is to lift her eyelids faintly. She seems utterly exhausted. You continue, "I'm sorry. About getting it all over you like that, I mean."

Her next breath is a quivering whine that you think is as much of a laugh as she can manage right now. She smiles and whispers, "Oh... That's alright...," as a curious hoof idly smears your semen across her coat, intrigued by its consistency. "I don't mind." Her barely open eyes drift to meet yours. "This is part of you that you gave to me." She manages to roll over, bringing her body beside yours, green eyes twinkling between the leaf-ridden rivers of shimmering pink mane flowing down her face and across the forest floor. "Thank you. And I'm sorry, too."

You stare in surprise. "Huh? What for?"

"For mistaking you for a forest critter. When we met, I was just wondering if I'd be able to keep you as a pet." She blushes, glancing away, and you can't help smiling at the idea of her keeping you.

"That's alright. I wouldn't mind being your pet one bit."

"O-Oh?" she stammers, staring at you wide-eyed.

"As long as you're my pet sometimes, too," you grin, running a hand through her mane, then scratching behind her ear,

"Oh! Oh, I think... I think I would like that."

Your grin widens and you reach out with your other hand, petting her coat and affectionately scritching her neck. "Who's a good girl? Who's a pretty pony!?"

She glances to one side, then the other, then at you, smiling shyly, curiously, and hopefully as she asks, "Is... is it me?"

She so cute it makes your heart scream. You smile warmly and embrace her. "Yeah. Yeah, it's you."

"Oh, good," she breathes with relief, then smiles with pride.

Then she clasps mouth over your cock, no handkerchief this time, sucking softly and gently, tongue twisting around to clean every inch.

"Ahhh.., " you sigh, "You're such a good girl..."

She pulls back from your softening shaft, eyes it, and smiles with a clear sense of weary accomplishment. Then she smiles at you, and you smile back, silent in your adoration of each other.

The occasional chirp of each cricket has built to an orchestra as more stirred in the night, and their trilling is now steady in the background. Hoots, croaks, and night cries take their turns sounding in the distance, the sounds of the evening animals everywhere now that they're no longer hidden beneath the passionate cries of man and mare.

Fluttershy's eyes glance aside, and she smiles wider, the animal lover no doubt enjoying the ambience. The howl of a wolf snaps her from her serenity, and her forelegs wrap around your arm as she clings to you and trembles. "Oh! Oh, it's gotten so late! I shouldn't be out in the Everfree Forest so late!"

You trail your fingers through her mane, soothing and shushing her. "It's alright. I'll protect you."

Her head turns, looking up at you in surprise, then greatful appreciation. Her smile returns as she quietly asks, ""Will you walk me home?"

You smile happily. "Of course."

"And will you stay with me after?"

You smile lovingly. "Of course."

That night, for the first time in many months, you find yourself at last sleeping in a bed again. The sensation would be strange now, were it not overwhelmed by the sublimity of who you slept beside: your master, your pet, your lover, and the kindest soul you've ever met.

You share that bed with her many times, and the bed becomes yours as much as hers, for at long last, you've finally found home.

Author's Note

A long time waiting, but I finally finished another of these! For Fluttershy's, my themes were nature, instinct, and uncertainty, focusing on the social anxiety of approaching, and then letting that fade as nature takes over. I tried to use a lot of nature imagery to evoke a feeling of them just being two wild animals, and wrote while listening to a lot of string songs with nature sounds added, mostly from old bargain bin new age CD's, much like (and including) a string version of Gymnopédie No. 1 by Erik Satie. I thought about cutting the second round because it was as long as Rarity's chapter without it, but while precise wording and careful editing seemed suitable to Rarity, I thought writing a bit more naturally and unabridged suited Fluttershy better.