Featherweight rode the elevator in quiet, his camera bag slung at his side as he watched the count of the floor rise with him, continuing up and up the large tower that was one of several deluxe apartments of the rich and influential. The building was one that few could miss, as it stood high above others in Canterlot with ease. If anything, it made Featherweight feel like his wallet would shrivel up to even try and pay to live here. In his clenched hand at his side was the passkey that had granted him entry to the building, a gift from Fleur from the shoot they'd finished a couple days ago.

The elevator dinged on his arrival, and Featherweight strolled out into the empty hallway towards the room number Fleur had told him was hers. Thinking of her brought a blush to his cheeks; more and more, he realized he was building affections for the older mare as more than just good friends. She was enthralling to him, a radiant figure that nopony he knew from Ponyville could match up to. Her laughter, her smile would make him grin and feel delight. It made him want to ask for an extension on the project, if just to get more time with her.

He snapped out from these thoughts when he realized he'd been standing in front of her apartment door for the better part of five minutes. Raising a hand, he knocked on the door and waited for her to answer. When the door opened, he opened his mouth to greet her.

“Hey Fleur, sorry I'm a little...” he trailed off as the mare who opened the door was wearing only a bathrobe, her wet mane about her face while the light made the droplets of water on her bare neck and cheeks gleam. “Did I come at a bad time?”

“Non, Feather, you're right on time. Prompt as ever; it is moi who is a little behind.” She answered, holding the door wider to reveal her form. The fluffy white bathrobe kept her bare form hidden, but it was no less tantalizing as the robe reached the tops of her thighs, leaving plenty of bare leg for him to drink in. “Come in, come in. I will finish cleaning up and be right with you.”

Invited in, Featherweight followed the wet mare inside. His eyes widened as he took in the lavishness of the apartment. The size was wide and open, enough that two of his small room back uptown would fit and still have room to spare. He took off his shoes at the door before proceeding further, his sock-clad feet silent on the carpeted floor. To his left, a part of the room sunk down a small level to make room for the L-shaped sofa that fit into the designed corner of the sunken level. A large television was sat opposite the sofa, attached to the wall and colored a sleek black. Beneath it, a matching black cabinet held a simple stereo and sound system setup, several films laid beside the stereo player. The light from the window opposite him gave the room plenty of light, adding a brightness to the wood décor that dotted the otherwise bare wall, no doubt holding other means of entertainment for Fleur and her guests.

To his right, the kitchen was revealed as attached to the living room, seating arranged along the counter where one could cook food and deliver it to a waiting hungry pony immediately. He could make out a fridge, oven, sink, and all other amenities one would need to make a home feel like home. “Wow. I almost feel like I should ask permission to sit down.” He told her as she walked up beside him.

“Oh, don't be silly. My home is your home to enjoy! Allow me a few minutes to finish cleaning up. Make yourself comfortable, Feather.” Fleur assured before departing for a doorway at the far end of the living room, her light violet tail swaying through the hole in the robe over her rear before she vanished out of sight for now.

He waited until she was gone before setting his bag down, looking about the apartment before deciding to seat himself on the lounge for the time being. It was a comfortable seat, the cushions sinking and letting him fall back into it with ease. It was certainly an improvement compared to his small and rather unkind mattress back home. He looked over the selection of films she had, recognizing a couple popular titles along with a few foreign numbers he'd never seen mention of in the papers or in passing.

'She must be eclectic or something.' He thought to himself as he picked one up, turning it over to read the back cover. His eyes were drawn to the portrait of the female lead for a moment, wondering if Fleur had ever been asked to star in films.

“Feather?”

Fleur's calling voice made him jump, fumbling the dvd case in his hands until he caught it and set it back in its proper place. “Y-yes?” he called back. “Everything ok?”

“Oui, I am fine! Could you come in to give me a little assistance, please?” she asked.

Featherweight nodded to himself. “Sure, be right there!” He answered before following the path she'd taken to her bedroom. The door was cracked open, and he pushed it open further to allow himself in. Compared to her open living room, Fleur's bedroom was more confined, lacking a window outside but lit by a single fixture on the ceiling. The bed was placed towards the left side of the room, occupying a corner to itself. Dark blue sheets covered her bed, the pillows atop it a lighter shade that complimented the sheets. Past the foot of her bed was an open closet, various garments hanging inside that ranged from casual wear to formal red-carpet shows. To the right and away from the closet and bed was her vanity mirror, where the owner of the home herself stood.

Featherweight's breath caught in his throat as he took in her appearance. The mare had certainly been quick to dry off and dress, no doubt a practiced talent of her profession. The dress she'd selected was a blackish-blue hue that was trimmed with a gold outline, her back revealed from a wide V that started from her shoulders and reached down past her middle to where her tail peeked out to sway behind her shapely rump. In fact, the dress itself seemed to be rather tight around her rear, judging from how it clung to every inch of her cheeks to tuck underneath it and pool at the tops of her thighs. When she turned to face him, the front display was as enticing and tight as the back, her cleavage teasing his eyes from the deep V cut of the dress while the rest adhered to her slim figure to better illustrate her curves.

“Wow!” He muttered under his breath. “You look...fantastic!”

Fleur giggled, the laugh making her breasts shake under the dress. It took a good deal of Featherweight's will to keep his eyes trained on her face and not her cleavage.

“Thank you, Feather. I had to have this one adjusted for my figure, as the original was a little too small in the rear.” She remarked. Her mane was brushed and straightened, kept loose and allowed to flow down her shoulders and back like a violet-rose waterfall while her bangs framed her flawless face. “Knowing you like it makes it certainly a good choice.”

Featherweight felt his cheeks darken, but he smiled and nodded. “You'd look great in anything, Fleur. But you've probably heard that line too many times to count.”

“Perhaps. But it is still good to hear.” she joked, giggling again before gesturing a hand at the bedroom. “I was thinking to do a two part shoot in here. A sort of 'evening date' design. This is good attire for an evening date out, isn't it?” She gave a quick spin about, her tail whipping in a circle with her before she came to a stop on her bare toes, hand on her hip as she cocked it to one side. Fleur was the definition of “tall drink of water” to Featherweight's eyes, and he had to shake his head to throw himself out of a stupor from watching her.

“Y-yeah. I think that'd work. What's the second part?” he asked.

Fleur walked up to him and held a finger to his lips, making him pause at the contact. “In good time, my dear Feather. Let us see how this does for us first.”

He wasn't sure why she'd not tell him outright what the second half of her idea was, but Featherweight knew better than to question the fashion model's line of thinking. She knew what she was doing, and he could trust her just as much as she trusted him. He fetched his camera, coming back to find the mare seated on the small cushioned seat and waiting, looking over her shoulder as he returned.

“Right. Let's get started.”

Fifteen minutes passed in calm quiet, Fleur demonstrating her idea of a beauty preparing for a night on the town. Featherweight had plenty of candid shots of the model as she applied a light color of blush to her cheeks, bringing out the brightness of her violet eyes, before moving to lightly gloss her lips to emphasize their fullness. Featherweight had felt a pang of desire resonate inside him when she had pouted at the camera, pushing down thoughts of what it'd be like to kiss those lips to focus on getting a proper shot. She gave him a chance to cool down as she brushed her mane, her magic aiding her as she closed her eyes and hummed. Fleur's humming was soft in the stallion's ear, the only other sound being the click of his camera.

“I think we got plenty there, Fleur.” He said when she sat the brush down. He regretted saying the words after they slipped from his mouth; he didn't want her to stop. “Did you have more you wanted to try?”

“There is. But first, can you close the door there? I fear the light may be a little much from the living room.” She suggested.

Featherweight nodded and got up to close the door, but paused as he grabbed for the doorknob. The thought of being in a personal space like that with her made his heart quicken, his mind bringing back the thoughts he'd tossed aside during the shoot only moments ago. His pulse pounded in his fingers, but he reminded himself that this was the same woman who defended him before from Flare Shot, who hadn't rejected his insecurities and had instead embraced them and him. He could trust her.

Steeling his resolve, Featherweight closed the door and returned to find Fleur standing by the bed, hands behind her back as she waited for him. “Ok. So what's next?” He asked.

Fleur turned away from Featherweight to step by the bed, letting her hand glide along the cover before coming to a stop. “Next, monsieur Feather, is something only a few ponies have enjoyed before.” Her words confused him, but he kept quiet as Fleur brought her other hand up to her shoulder. Slowly, she pulled the strap of her bra down, her other hand coming up to mirror its partner as they took hold of the loops and moved them to her bicep. Casting a look over her shoulder at the staring stallion, Fleur only smiled before releasing the straps from her hands. Without them holding it up, the dress itself slid off of her curvy figure to pool on the floor at her bare feet.

She was naked and absolutely flawless with no lingerie, no panties, nothing to cover her modesty or figure. Featherweight felt his face burn as he took her in, shaking in his spot from the alluring sight of her bare curves and supple flesh. In the gentle lighting of the room, she was radiant without a need for blinding light, her beauty doing all the work to show off herself before him. Her breasts rested at ease on her chest as she turned to face him, mercy being granted as she held one hand over her crotch to hide her flower from the world. It tugged at Featherweight's imagination to see what was behind her hand, while her other arm reached under her bosom to give it a slight lift. Fleur only drank in Featherweight's stare, her confident smile completing the picture of a erotic covergirl ready to be photographed.

“F-fleur?” he mumbled out after he found the capacity to speak again. He could feel a throbbing in his chest from his heartbeat as much as in his pants, unable to resist the allure of her beauty. “W-what is...i-is this the second part?”

“Oui, Feather. After all, when a night goes so well for a couple, some hope for more than just a farewell at the door.” Fleur remarked. She took a step towards him, her mounds giving a delightful jiggle that he couldn't help a glance at before looking back to Fleur's eyes. “So I wished to show the beauty of what a romantic evening really is”

“Y-yeah, just...” Featherweight trailed off as he couldn't help but look her over again, the mare taking another step closer. His height put him at eye level with her bosom, making it easy to see the light pink areola of her nipples while her arms kept her them just out of sight. He felt himself twitch in his pants again, but tried to steady his heartbeat to keep talking. Was he talking to keep her coming closer? As an excuse to keep seeing her like this? “Are you ok with me? Seeing you like this?”

Fleur smiled and moved her arm from her breasts, letting them rest at ease as her hand came up to his cheek. Featherweight had a momentary glimpse of the pink nubs that capped her breasts before his gaze was drawn back up again to her violet eyes.

“I would not invite you here if I did not feel ok with this, Feather. I know you, and trust you. I want you to take all of zhis in.” She explained with a smile. “I would not let somepony like Flare Shot within a mile of my bedroom. But you, I can trust. I want you to see what a real mare looks like, and to enjoy it,” she winked at him, “all you wish to.”

She knew. She must've known that he was aroused by the sight of her like this, he reasoned. But she wasn't mocking him, she wasn't shoving him out the door, no. Fleur was encouraging him to enjoy it, to embrace the side of him that was his lust and desires with her as his inspiration. It took a moment to comprehend it, but Feather's head gave an irrefutable nod of acceptance to her thinking.

“Alright. How um...how should we do this?” He asked as she released his cheek and turned away, walking back to the bed. The sway of her hips was obvious in its intent, but he drank up the free look of seeing those bare legs walk, how her juicy butt cheeks would jiggle and bounce with each step she took.. “I'm not practiced with shots of a nude model.”

Fleur giggled, seating herself on the bed as she spoke. “Leave that to moi. Let us try this first.” Shifting around, the unicorn took her time to position herself, choosing a position with her back to Featherweight as she curled her legs back, tilting herself at an angle where one could make out the slope of her breast from behind, yet she remained decent. Her rear was left bare, her tail out of the way and pooled beside it for the time being. Fleur rested one arm on the bed to balance herself, the other reaching back towards Fleur in a come hither gesture she held, topping off the look with a smile that made the stallion swallow.

Bringing the camera up, Featherweight went to work, snapping pictures at a steady pace as he moved from spot to spot, sometimes lifting the camera up or tilting it to one side. The various angle shots were a common enough practice, but in this case, each shot presented a different allure of Fleur. Featherweight couldn’t deny the personal pleasure of witnessing Fleur’s bare bottom, round and soft, before his eyes. He was allowed a few photos before Fleur changed position; this time on her back, her arm draped over her flat belly as she raised her legs. Featherweight’s position at her side allowed her wide hips to cover her nethers his view, but he found himself equally drawn elsewhere. Her bare bosom and sultry expression captivated him, how she would pout her full lips as she gazed back at him and the camera. She was relishing being on display for him, as well as the obvious signs that he enjoyed what she had to offer.

He came to a pause as he stood in line with her head, focusing a few shots on a profile of her face and not just her luscious curves. There was a touch of red that formed on Fleur's cheeks as they'd continued, but it served to heighten her beauty as she beamed at the camera. Featherweight let his imagination soar as he envisioned being in that bed with her smiling at him like that, her hand reaching to touch his bare chest as her long, smooth leg would drag itself over his own.

Featherweight stared at his camera screen. He was much closer to Fleur now than he'd been a few moments ago; too lost in his daydream to realize what he was doing. This close, he could count the eyelashes on her eyes as she batted them at him, her soft looking lips moving as she spoke.

“Getting a closer shot?” she murmured up to him. Her tone was soft to his ears.

“Yeah. I was, just. Yeah.” he mumbled as he got on one knee, snapping a photo of her face, close enough now that he could swear her breath would fog the glass in one exhale if she desired. He stopped moving as her hand came up to the camera, taking hold of it before he let it slip from his grasp into her own before she lowered it. Without the camera, it was just her and him, and for a moment he hesitated, lost in her violet orbs as she stared back.

“Do you think maybe you should come a little closer?” She invited. The corner of her lips were turned up to hint at a smile, not lost to the stallion as he stayed kneeling in front of her, like the proverbial knight before his queen. It made sense to Featherweight's mind; he would've been at her beck and call without a second thought, to be allowed this close.

“I-I could. Maybe.” He answered back. His hand tried to reach for the camera, but it couldn't find it. His fingers searched, spreading across the soft fabric of the carpeted floor, but found nothing of the camera near him. Fleur kept her eyes on him, her smile growing as only inches separated them now.

His lips could feel something on them, something wet and warm and unlike anything else he'd touched with them. His mind fast-forwarded to catch up with what was transpiring, to realize that Fleur had closed the gap and was kissing him. She was kissing him! He held still, too surprised to respond but not moving away as she held the kiss for a moment longer, pulling back only enough to speak.

His own mouth tingled from the contact while Fleur spoke, a tantalizing whisper that danced on his ears and tugged at the imposed self-restraint he'd been keeping himself with. “How was your first real kiss?”

Featherweight wasn't sure how to answer her; even that brief contact had singed the nerves of his brain from remembering how to talk other than to utter mere small words in reply.

“...m-more?”

Fortunately for Featherweight, Fleur could understand the half-mumbled word that left his lips and went back in for more, her muzzle pressing closer to his as her lips rubbed and slid against his own in a slow but gradual deep kiss that had him clinging to the bed for support as her soft hands caressed his cheeks. There, they pet him as she breathed through her nose, the kiss continuing as long as he could handle until he needed to breathe through his mouth, panting for air as his face burned red. He was positively throbbing stiff in his pants now, just from her kiss.

“Fleur...” Words still failed him, too far adrift in the sudden rush of hormones and pleasure that he'd been denied for so long. What should he say? His heart hammered in his chest, blood racing to the south and away from the north where he needed it to speak, just to even remember what speaking was. He could only manage a small shiver, and opened his eyes to look into the model's patient gaze. The smile had never left her glorious lips, lips he was finding himself addicted to already.

“Would you like me to show you how a true lover shows her affections, Feather?” She whispered, the hands at his cheeks stroking lightly through his fur as she spoke. She seemed luminous before him, a vision of beauty that he couldn't find reason to refuse. He wanted this, he could feel it in his very being. So he gave a simple nod, not trusting his mouth to speak or even try to be coherent.

She guided him down, moving him to sit down to get him off his stiff legs and onto his back. The soft bed cushioned him with ease, letting him sink into it with little effort. His legs dangled off the edge, and stayed there as Fleur slid to his side and kissed him again. He imagined she was hoping for him to respond to her actions, and so he tried to return her kiss as best he could. Distractions tugged at his mind everywhere it looked: the rush of excitement and nervousness inside him of what was transpiring, the soft warmth of Fleur's bare chest pressed into his side, her hand coming to rest on his chest and rubbing there as her lips caressed him. Her soft mane tickled his cheek as she moved, parting from the kiss to smile down at him.

“Do you see, Feather? Zhere is no harm here for you. No pain. No anger. Just zhe affections of somepony who wishes to help you let go, to feel free.” She murmured.

“Y-you're right, just...I-I've never imagined that I'd actually be here. With you. Like...like this.” He answered. “W-what do I do? What should I-” He was cut off by her finger pressed to his lips, stemming the nervous flow of words that was trying to escape him.

“Relax, first. Zhe world likes to make us think we must rush lovemaking, to get ourselves there as quick as possible. But I find zhe real enjoyment to be in exploring at our own pace.” Fleur said before coming down to kiss his ear, whispering into it with a tone that made him shiver. “And I have a very strong desire to explore you, mon chere.”

Nodding his understanding, Fleur giggled and kissed a trail back to his lips, tantalizing him once more with her skilled ability to please him with such minimal effort. The hand that was on his chest made its way down his torso, slow but prominent as it passed his midriff and groped the front of his pants. The outline of his penis trying to move past its confines could surely be felt by her grasp, but she didn't push past it yet. She rubbed and petted him instead, his legs twitching as she toyed with his arousal.

Her wet tongue left his maw, giving room for them both to speak as she peered down at him from above, her mane framing her face in an alluring halo of picturesque beauty. “May I press on, dear Feather? I feel zhat there is something you'd wish to show me, hiding away in here.” Her grip changed to a gentle squeeze that made him let out a small moan. But she didn't move past it; he looked to see her waiting. She was letting him decide the pace, to be the one to call the shots. It was a touching gesture, her patience for him.

He nodded, giving her a small if nervous smile. “Just...not sure how much I stack up.” He mumbled as her hands worked at undoing his belt and button front.

“You are already leagues ahead of many, mon chere.” She assured. “After all; you are in bed with one of zhe most desired mares in Canterlot. A fact that zhe braggards outside can only dream of claiming.”

Her reassurances eased his nerves a little, giving him enough clarity to lift his middle up when her magic tugged his pants down and away, his boxers following suit. The cool air of the room greeted his exposed crotch and thighs, his cock rigid as it pointed upwards towards him against his groin.

“...goodness.” Fleur murmured as she looked down at his cock. “You have your own surprises as well.”

Feather looked down to where she was looking. “Is it...really that big?”

He’d never tried to compare himself with others in the past, but from his vantage, his cock was certainly long. Reaching from his groin to past his abdomen, his member was a dull pink with dark splotches of black as it neared the base. His ball-sack rested beneath it against himself and the bedsheets, and as Fleur reached to try and grip him, he found that her hand could only grasp around a third of his width. The thick cock gave a throb from her caress while she leaned closer to him.

“It is magnificent. Your cock is...marvelous.” Fleur whispered from beside him, her muzzle tucked into his neck as she kissed at his exposed clavicle. He could feel himself twitching in her hand as she stroked, moving in a slow rhythm up and down as they laid there. It occurred to him that he should be doing something, anything, to reciprocate. He wanted to show that he might be new to all of this, but that he wasn't going to be a boring partner.

His eyes drifted down her elegant form laid up beside him, tingling shots of pleasure coursing through him from the dual stimulation of his length by her hand and his neck by her lips and tongue. Her bare bosom laid against his side; full and shapely and wholly unattended by anything or anypony. His free hand next to her lifted up, mindful of brushing against her belly before hesitating just before reaching her breasts. He steeled himself and took the dive, his palm grasping for her breast and taking hold of it as fully as he could. Her generous chest was soft and smooth against his fingers, warm as he gave it a gentle squeeze that beckoned a soft gasp from the mare against his neck.

He paused; had he gone too far too quick? “I-I'm sorry.” He murmured to her, but withheld the rest of his apology as she smiled up at him.

“How does it feel? Tell me.” She asked, shifting her posture to better present her bosom to him. It pressed more of her breast into his palm, his grip letting her overflow past his fingers as her nipple poked against his skin. Her hand on his length continued to stroke him, keeping him pleasured just as he was doing while exploring her.

“I-It's so soft. Warm.” He mumbled as he looked from her grinning expression to the breast he was fondling in his hand. “I-Is this ok?” he asked.

“Oui, Featherweight. Love is all about exploring one another. Some are rough, and some enjoy the roughness. I prefer to let things take their course as it happens, to savor every touch and every caress.” She answered. Her free hand found his other unoccupied hand and raised it, letting it grasp her other breast. The pair had shifted position, Featherweight turned on his side halfway to let him play with her chest, while she shuffled closer, her long leg draped over his thigh as her handjob continued onwards. “Touch me all you wish.”

Taking her invitation for what it was, Featherweight's hands began to knead and squeeze the soft flesh they held, massaging her mounds and beckoning a pleased sigh from the model as he worked at her. The nervous energy that had claimed him before was now a dull sound in the back of his mind, the affection and warmth that Fleur was radiating doing well to ease his worries. “You're amazing, Fleur.” He said aloud, beckoning a blush from the mare as she raised her hand to move her bangs away from her eyes.

“I am only beginning to teach you, mon chere. Lie back. Allow me to show one way a mare gives her affection to her lover,.” She beckoned. Obeying, if reluctant to let go of her bountiful chest, Featherweight laid on his back again as the taller mare rose up on her hands and knees, placing herself beside him with her head facing his length. She cast her eyes on him and winked before lowering her muzzle down, the caress of hot air from her breath his only warning before her tongue shot out to caress his cock in a tender lick.

Lightning shot up from his member and through his being, electric pleasure from the intimate contact like a blast of magic into his mind. “Fleur!” He gasped out as she continued on, giving his rigid member continuous licks of her wet tongue, the erotic display captivating him as he watched the beauty attend to his length with such doting actions. She had to raise herself up slightly to meet his tip, towering before her muzzle. Her hands rubbed at his thighs, getting him to spread them as she rose her head to the tip before licking it in a slow swirling motion. When her lips clamped upon his sensitive tip, his hands gripped the bedsheets they laid on as she suckled on him, wet slick sounds of her lips moving the only other sound aside from his breathing.

He couldn't tear his eyes away from the sight of her going down on him, the backdrop of the room behind her doing little more than to emphasize the way her violet mane would weave back and forth to follow her motions. Every wet slurp was followed with a swipe of her tongue, every bob a blow against his hair-thin restraint on his climax. In the course of her sucking on him, his hand had found her head, running through her mane to lift it and keep it out of her way. From the way she smiled with his cock in her muzzle, the gesture was appreciated, and returned by her dipping down to his medial ring to suckle there as his tip poked at the back of her mouth, aiming for her throat. The wet grasp of her tongue and muzzle was incredible, a feeling that was emanating through his body and leaving him to do little more than throb in her mouth as he moaned onwards. She was too much for him, too experienced and amazing that it was a wonder he'd lasted this long.

The air left his lungs suddenly as Fleur inhaled through her nose before her head suddenly dipped further still, engulfing him to almost the base as his length rubbed her throat. She didn't gag in the slightest, a moan leaving her filled mouth to reach his ears. He was sure that most of him was within her grasp, his grip on her mane twitching. The throb of his heartbeat pounded as her tongue wormed its way around his base, wet and loving in each motion.

It was too much. Rapid gasps left Featherweight's mouth as his legs convulsed, control snapped in two as his climax thundered to life to blast down her waiting throat. But Fleur didn't sputter or stop; she took in every shot he had to offer, drinking his essence down with slow full gulps that beckoned for more.

Sliding past the peak of ecstasy she’d brought him to, the stallion laid in place, his muscles slackened from being tensed. Featherweight tried to regain his senses that had gone flying away while he'd been centered on the wetness and warmth she'd given him from her blowjob. The realization that he had climaxed without warning her tried to tug at his mind, but the words wouldn't come forward. Instead, he looked to her, watching as she sat back on her ankles, a delighted smile on her muzzle as she gazed at him.

“A liquid diet is important to keeping my figure, you know.” She teased as she licked her lips.

“Y-you were so good. I couldn't...I-I...” A twinge of shame crossed his features at climaxing so quick into the act, but before he could turn away, she was at his side, hand on his cheek to keep his eyes on her.

“High expectations aren't needed between us, mon chere.” She said as she laid there, drawing him in closer while her leg caressed his own, rubbing against it as she shifted it back and forth. “I savor giving you such pleasures. That carnal delight you felt is my utmost desire.” She added.

Featherweight nodded, leaning into her hand on his cheek as he closed his eyes. Just basking in that moment with her was wonderful in itself, the open air of affection between them inviting him to stay and savor every second she had to offer. He opened his eyes again and looked to her with a small smile, before letting his hand come up to grasp hers on his cheek. His thumb ran along the back of her hand as he held it, making Fleur smile wider before she sunk down to kiss him once more. There was a new taste on her lips, one he knew was his essence still staining her cheeks, but he kept going, pressing the taste aside to focus more on the enjoyment of kissing her again.

When she withdrew from his lips, he was left blushing and panting for air, still learning how to breathe when in so deep a kiss with the elegant mare. His eyes cast themselves downwards to the rest of her figure, centering on her flat, firm belly and the treasure that until now had been unseen. Without her hand to cover it, however, he had a plentiful vision of her pink folds that were now exposed. He could even make out the slightest of shine to their delicate petals, a shine he realized was her own liquid lust emanating from her depths. The realization made his crotch throb in desire before Fleur's voice brought him back.

“See something you like, Feather?”

Her playful lilt made him tear his eyes away back to her face, where she waited, grinning at his clear interest in her marehood. “I was...um. Would you like me to r-repay the kindness?” he offered to her.

Fleur's tail flicked behind her against the ruffled sheets of the bed as she grinned further. “Such a gentlecolt. But I want to hear you say it aloud, what you desire.” She insisted, leaning closer to kiss his ear, making him shiver as her voice ghosted its way through his hearing and into his very person. “Tell me what it is you want.”

“I-I wanted to, to g-go down on you.” He tried, making her giggle at his shaky admission.

“Go down where, mon chere? Be bold with me; tell me what you desire.”

“I-I want...” he trailed off, swallowing as she nibbled at his earlobe. “I want to taste your pussy.” The utterance of the word made his cheeks blaze red, yet there it was. Fleur sighed as she pulled back from his earlobe, giving it a departing lick before appearing in front of him again.

“So you wish to take a peek at moi's flower, oui?” she teased, getting a brief nod from the stallion.

“If that's ok with you?” he asked.

“It is more than ok, Featherweight. That is another lesson you know already: treating your bed partner equally.” She answered before pulling back off of him. As she moved to lay on her back, she was surprised when he spoke up again.

“W-wait.” Fleur paused, looking over her shoulder to him as she postured on her hands and knees, rear facing him. Her tail was flagged to the side, an instinctive act she showed no resistance to.

“Hm?”

“Could you...um.” He paused, thinking of how to phrase his thought. He had already taken this far of a leap, he reasoned with himself; why not go all the way with it? “If it's not too uncomfortable, could you...couldyousitonmyfaceinstead?”

Fleur smiled before giggling, Featherweight watching as she shifted to kneel beside him as he shifted further back onto the bed, only his feet off of the side edge now. “One more time, Feather?”

“...would you sit...on my face?” he said, making Fleur grin

“I can hardly deny such a request from such a kind partner. After all,” Fleur paused to move, crawling overtop Feather's laid back form before coming to rest her belly atop his, their difference in height working to let her position her rear end over his head while she could bend down and reach for his returning arousal if she so chose, “what stallion can resist zhis ass, no?”

Featherweight found himself in full agreement with the remark. Fleur's bare ass was hovering before his eyes, her legs spread to let her rest atop his torso while putting her goods on full display. The swell of those cheeks before his eyes enraptured him, hands twitching at his sides to grab for both and to sink his fingers into their plush fullness. As she lowered herself onto him, her tail batted at the top of his head, the waving motion both comforting and enticing as it fanned her scent out towards him all the more, a sweet aroma that made his mouth water. He could nary stop himself before leaning his head up, muzzle planting squarely into the crack of her ass as it surrounded him in softness. He was immersed in her scent, his first sniff a deep inhale that flooded him with the rich, exotic scent of her pussy and clean nether region all at once.

His hands followed right after, clasping onto her profound rear and burying his digits into the plump, warm cheeks to squeeze and feel as much of her as he could. His shy nature had been abandoned in his lust, desire burning too bright to be snuffed out by concerns of pacing. She was giving him so much that he didn't know where to begin. He could hear her mewling above him as he kneaded and toyed with her ass, the rich scent of her nethers fanning into him more as he nuzzled himself into her as best he could.

“Yes, mon chere! Explore me all you wish!” Fleur implored above him. His sudden enthusiasm was endearing to her, seeing as much as feeling his fire grow beneath her. Such an enthusiastic worshipping of her rear delighted and enticed the model, and she pressed back further to push her rear into him for his liking. A surprised squeal escaped her as a wet tongue made itself known, pressed against her left cheek before sliding and swirling down to cross her perineum. The sensation made her legs shiver as her yet to be touched pussy throbbed in want, making her wiggle her rump against his face moreso as he continued.

When his tongue did dart about and find its first taste of her wet folds, Featherweight's actions paused as he took in her unique flavor amidst the sweat and other senses crossing his mind. It took only a second to comprehend he wanted more of her, and shifted down to give his tongue more room to move. The appendage slipped its way up from beneath her to rub at the base of her pussy's flushed lips, making Fleur moan in earnest at the contact as much as feeling him breathing in her scent as his exhales ghosted across her skin.

“That's it, mon chere. Taste me. Drink up your lover, just like that!” She beckoned, looking down to watch as his tongue moved and wiggled at the base more before extending further to reach into her. His appendage penetrated her moist depths with ease, a shudder crossing Fleur's shoulders from the intimate contact. His tongue had an intent it seemed to caress every inch of her it could find, and combining that with the worship he was giving her ass through his hands and nuzzling was very much getting her riled up.

Desiring to get more of him into her, Fleur shifted her posture to arch her back more, pressing her rump outwards while bringing her marehood closer to his reaching tongue. The effect was instantaneous as he slid more of his tongue into her depths, making her gasp and moan atop him as he dug into her flower. One hand on his thigh stabilized her as she held her position, the other wholly occupied with groping her dangling breast, toying with her nipple as she rode out Featherweight's enthusiastic worshipping.

Round and round his tongue went within her, caressing every twitching fold as if to drink from her was to drink from an oasis, his utter need for her echoed in his motions. If he was having trouble breathing in his position, he was either too lost in lust to speak of it, or managing well enough that she needn't worry. What was more pressing to her was the rising energy building from her core, brought on by her newfound lover's actions. She could let go, she reasoned, and bask in the glow of a climax he certainly wished to bring her. But would that be satisfying enough for them both? To ask the question gave her her answer, and she tapped his thigh in an urgent fashion that snapped him from his actions, his head removing itself from the crack of her ass to be heard.

“Did I do something bad? Are you ok?” Featherweight asked her, panting for breath.

Fleur took a minute to breathe in slow and steady gasps; she hadn't realized how close she'd been to going over the edge with him down there. If he had found her now throbbing clitoris and managed to manipulate it the right way with that same fervor, she'd have lost control. Instead, she ignored the burning lust inside that pleaded to let him finish her off, her hand coming to rest on her abdomen before she looked over her shoulder at him.

“If anypony ever tries to tell you what you were doing is bad, Feather, zhey are either numb from the waist down or an imbecile.” She assured before reaching back with her free hand to caress his cheek. “No, instead, I wish to finish in another fashion. One you'll find much more to your liking, I feel.”

Featherweight gave a nod and released her rear as she turned about, her front facing him once more. His attention was drawn to where his hips and hers met, his stiff arousal back in full force as it rested against her crotch and belly. Her wet marehood was pressed against his base as she ground herself on him in a slow fashion, lubricating him with her own lust. Featherweight could feel it dripping down his length to his balls resting against the bedsheets, the taste of her still tingling in his mind. Comprehension of her words came to the forefront as his mind leapt to catch up with the moment unfolding before him.

The stallion looked up again from where his twitching pole was being caressed by Fleur's moist lips to her face, and found her gazing on him with an affection he'd only reserved for his most private of fantasies. His heart raced as he breathed in and out, trying to think of something romantic to say, something assuring to give to show he was ready.

Before any words could leave him, Fleur's hand came to his cheek and held him there, her whisper soft to his ears. “Breathe, Feather. Relax.” She instructed as she withheld moving against him, pausing their intimate moment as she comforted him. “I can feel your heartbeat, you know.”

“S-sorry.” he apologized, offering a sheepish smile at her. “It...this is...” he searched for how to describe it, to try and voice his desires through the garbled train of thought his hormones and nervousness were making. “...I want this, Fleur, I'm just...nervous.”

Fleur nodded and leaned down, kissing his lips as he laid back, her taller form draped over his with ease as she kept her pose above him. Their shifting let him rub at her entrance, her flushed lips eager for something to fill them.

“Do you trust me?” she asked him when she withdrew from his muzzle. Her mane tickled at his cheek as it fell about her and his faces, but his eyes were captivated by her violets peering down to him.

“Entirely.” He answered, knowing the truth in him despite the sea of nervousness it swam amongst.

Fleur smiled before kissing him once more, giving him a stronger, deeper liplock that he felt drawn into, which distracted him just enough until he felt a sudden wet heat engulf his tip. He gasped into her mouth, tongue freezing in place while she took him into her innermost depths bit by bit. She matched him with a surprised squeak as she was stretched by him. It was a gradual sensation, growing more and more in intensity as seconds passed. The heat was complimented by the almost velvet-like grasp her marehood had on him, embracing him from all sides as she sank down. Fleur herself let out a pleased sigh through her nose, continuing to flick her tongue inside his muzzle while he was awash in the newfound sensation of her pussy claiming him.

It took only a second or two for her to find a resting point two-thirds down, but time was gone from Featherweight's mind in that moment. His world was centered on the pleasure battering at his head from all sides, the intimate grasp of Fleur's marehood on him blasting away any set standards his imagination had constructed before. Nothing had ever felt like this before that he'd done on his own. He withdrew from Fleur and let loose a shuddering moan as she clenched around him, rocking in place in his lap as his hands clung at her hips, if only to try and brace himself as much as not lose control.

“How is your first marehood, Feather?” She questioned. “Is it as you-ah!-hoped it would be?”

“I-Its even better.” He admitted. He could feel his heartbeat throbbing throughout his being as he spoke. “It's because its you.” Featherweight licked his lips, and took a bold shot as he kissed her for once, giving the mare a surprise at his forwardness but delighting in his courage as she returned his affections. Assured of his comfort, Fleur's hips began to move again, rising slow and easy up off of his lap, exposing his now wet member as it left her depths only for her to sink herself back down, plunging him once more into her and coaxing a moan from them both as they made love.

“By the stars...you're filling me so much, Feather!” Fleur exclaimed. Her motions began to bring her further down still, his base her goal until she finally could claim all of him within her. It was a tight fit, the slight twinge of pain from the stretching blown away from the pleasure of his pole rubbing against depths she rarely could stimulate. Her nethers gripped him like a vice, remaining tight as she rode him.

Featherweight's whole world became centered upon the mare in his lap, pulling back from the kiss to take in the visage of beauty riding his length in slow but steady strokes. Fleur's long mane rose and fell with her motions, her hand flicking the mass over her shoulder as she bounced. Her breasts jiggled and shook in rhythm with her movements, bouncing before Featherweight's eyes while his ears were filled with the continuous slapping of flesh from Fleur's buttocks meeting his waist. She was sexual energy incarnate before him, and found himself drawn into giving her more of him that he could.

It took a few attempts on his part, the pleasure from Fleur's tight grip on his cock distracting as it was intoxicating to feel; but he found his chance when she rose up off of him, and he met her downward thrust by raising his hips, putting him even deeper into her. Fleur's surprised gasp was followed by a moan of elation as he kept it up, sweat crawling down his neck and arms as he put all he had into pleasing her.

“More, Feather! Give me more of your cock!” she cried out. Her hands left his sides and came to his shoulders, bracing her better as she rode him. The wet schlicks of his cock thrusting in and out weaved its way between their gasps for air as they continued. Featherweight's eyes left Fleur's visage to focus on her breasts, entranced by the jiggling mounds before him. He found himself drawn into them, and Fleur looked down to watch as he nuzzled his way between them, lips kissing at the sweaty fur of her cleavage while her breasts squeezed around his head. Fleur's cheeks turned a darker red from the affectionate yet arousing display, slowing her motions to a slow grind as her hand reached up and ran through his mane.

“That feels so good, Feather.” Fleur whispered in his ear. Her encouragement pushed him on, his wet tongue coming out to lick and explore her skin as she cooed atop him. With the position as it was, all Fleur had to do was square her shoulders and bring her arms together, further enveloping him in her bosom while he was immersed in her beauty. Clenching tight around his throbbing member within her, she could tell from experience he only needed a little more of a push. She was close herself, but the edge she needed to touch was just out of reach. “Do you know what would feel even better for moi?”

Featherweight's head shifted, and his eyes peered up at her from between her bosom as she gazed down to him. “Mm?” He replied, muffled by the titflesh surrounding him.

“Give me your hand, and moi will show you.” Fleur felt his hand raise off of her hip and meet hers at his shoulder, their fingers intertwining for a moment before she led him down between their sweat-covered torsos. Featherweight's eyes widened as he felt just how far down her form she was leading him, but let her continue until she shivered as their fingertips came into contact with the hot button that throbbed just from the contact. “There, mon amour. Right there.” She let go of his hand, trusting in him to explore her as carefully as he had been since they began.

Her instincts were right as she began to ride him again, slow and steady, but now with the added pleasure of his fingers rubbing against her clitoris. Each round his digit made around her nub only incensed her for more, pleasure rising with each pass. “When you climax, Feather, let it all out. Give it all to moi. Let your love flow freely into me!” She beckoned in his ear before nibbling on it, moaning as she felt him thrust upwards as they moved in sync with the other. The seconds felt extended to minutes as they carried on, yet it was heaven for the mare as her newfound partner made love to her. He grew adept at manipulating her love button enough to press on it with every downward motion she made, causing her to gasp faster and faster as the intensity rose.

He would crash through the final barrier first, before she did. With a strangled moan, Feather's resistances shattered to pieces as his twitching cock swelled within her, the flared tip pressed nearly to her cervix before hot strings of his seed splashed onto it, coating her innermost depths with his cum. The sudden surge of his essence into her finished Fleur off, making her walls contract around him as she kept him buried to the hilt within her. Her pussy milked his length for every drop he had to offer, her own juices flooding out from her depths to soak his crotch and hers in her juices. Fleur fell with the stallion when he collapsed backwards, both lying together on the bed in a sweaty but satisfied heap of pony, undisturbed by the way their juices were running down the other's thighs.

“That was...wonderful, mon chere.” Fleur breathed out as she gazed up to him from his chest. Her long mane fanned out across her shoulders and back, the pale magenta strands colorful against his light coat.

“You were perfect. You are perfect.” He answered back, sweat dripping down his brow as his arms encircled her back. She returned the gesture, nuzzling herself into his neck as she did. They stayed there together, basking in the afterglow of their lovemaking. It was Fleur who would break the silence.

“Will you stay with me?” she whispered to him.

“Yes.” His answer made her smile, and brought her up to share a kiss with him as they held one another tight.

Author's Note

L’amour est une belle chose, non?

This story was a true challenge to do. I might be ok at writing romance sometimes, but this one took a lot of work to finally shine. My editor, Cloperella, helped me to make this work. They challenged me to make this story be something that's a complete 180 from what I'm used to doing, and this was the end result.

I hope you enjoyed this story, and I thank you for taking the time to read it. I hope I did justice to Fleur de Lis and Featherweight as characters. Let me know what you think!
-Steel Quill

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