We ended up staying together like that almost all day. I was no stranger to long shifts, so I was managing to stay up with her without sleep alright. But I wasn't sure if Tsunderplane had slept or not. She was so quiet...

As the sun began to go down and the light in the window turned golden, I shifted, taking my hoof away from her and getting ready to get out of her bed.

But she grabbed my hoof with her wing at the last moment.

Rather than go back to where I'd been sitting before, I lay down next to her on the bed. I really didn't mean anything by it; I was just tired after being in pretty much the same position the whole day.

She held onto me, though, and pulled me closer. She pulled me right up against herself.

I didn't know what to make of it. “Planny?” I asked, not even sure what my real question was, but knowing that I definitely had questions about what was going on between us.

“Thank you for staying,” she said, finally.

I twisted around to see her face-to-face, but before I could say anything, she leaned in and kissed me.

Now, this wasn't that unusual for us anymore. As our dates had gone on the past few days, she'd made a habit of kissing me at the end of each one. I wasn't sure if it was because she really liked me, or if she just thought it was a necessary part of a date, or if she did it because she just liked kissing in general. But I had become certain, as things went on, that I didn't mind this little habit of hers. For all that she wasn't like me – she wasn't even a pony at all, much less a bat pony – I enjoyed kissing her, too.

I did this time as well... But this time, there seemed to be something more to it, something more passionate. She held the kiss longer, stroking my mane as her tongue stroked my lips. This wasn't some perfunctory kiss at the end of the date. This had to be something more. A lot more.

“Planny?” I asked again, when our lips finally separated for a moment. “Are you okay? I mean, the whole thing about not being able to go back to—”

She shut me up with another kiss. This time when we pulled away again, she spoke ... the first words she'd uttered since the mirrors. “Please, I don't talk about that.”

“Um, okay...”

“Thank you for making me feel better.” She squeezed me closer. “It's nice.”

I was starting to feel pretty warm, up against her fuselage, and the way she stroked my neck and my back with her wingtip was pleasant. It was even starting to get me... Oh shit. I felt my cock slipping out of my sheath a little. It must have already been prodding against her underbelly, but if she'd noticed that, she didn't say anything about it.

“Um, Planny...?” I said, my voice trembling with the strain of trying to hold myself back. “I...”

“Ugh, I just can't stop thinking about it!” she bemoaned. “Please tell me you have something that will take my mind off of it!”

“Um, well, there is one thing...”

“Do it!”

“It's, um, a pretty big deal, though...” I stroked my hoof along the smooth side of her body, already hoping she'd say yes, even though I had no idea why I should be attracted to someone like her. “Has anyone told you about, um ... sex?”

“Sex? Hm...” She pondered it for entirely too long. “That creature, Spike, did mention it. But all he said was that a proper lady would never do it on the first date.”

“Well, um, we're not on our first date anymore... We've had a bunch now.”

She grinned at me, and I suspected she knew more about it than she was letting on.

“Well, do you remember the end of our little anatomy comparison with you, me, and the Princess? Sex is something that us living creatures do together because it makes both of us feel good. The way it works is...” As I gave Tsunderplane a very brief introduction to sex ed, I grew more and more accustomed to the strange notion that, yes, it was probably going to happen between us. And even though my cock continued to grow and press against her belly, it still struck me as bizarre that I would want it. And yet, I did want it. “... And that's pretty much it,” I lamely concluded, my impromptu lesson finally complete.

“Oh... So it's kind of like in-flight refueling.”

I scratched my head. “Um... kind of, I guess?”

“And it's something that makes us feel good...”

I nodded. “Right.”

“Let's do it.”

I blinked at her. “... Really?”

She kissed me again, and I heard the little mechanical whirr of her underside hatch opening. I felt it move against the tip of my cock ... and then I felt her warmth down there. My tip pressed against her wet entrance, spreading the soft lips apart slightly.

Without breaking the kiss, she held onto me and rolled sideways, pulling me on top of her. My hind legs fell down on either side of her body, and as I straddled her, she wiggled into position, pressing her opening against my tip.

That was almost enough to get me inside, but I pulled back a little, preventing any real penetration. “Tsunderplane, are you sure?”

“Pfft. Like I'd ever want to have sex with a pony.” She rolled her eyes theatrically, but she also kept stroking my mane with her wingtip, and if that sly little grin on her face meant anything...

I pushed my hips forward, sinking my tip into her warm pussy.

She gasped. “Mmm! Yes! It does feel good!” Her wings gripped me even tighter, pulling me in.

I shuddered with the pleasure of it as my cock slid into her warm depths. Her pussy didn't wink like a mare's, but I hardly missed it. She was so warm, so wet, so tight... When I finally bottomed out inside her, both of us held still for a long moment, just feeling the amazing presence of each other's bodies in such an intimate way.

When I caught my breath, I whispered to her, “Planny, are you okay?”

“Mmm... It's so thick and warm. I've never felt anything inside me like this before.” Her pussy clenched around my shaft. “If I'd known it was like this...” She looked at me, her eyes going wide. “Why didn't we do this the moment we met? So much time wasted!”

“So... You like it?” I smiled.

She wiggled her lower body back and forth, moving my cock around inside her, and she moaned.

That was more than enough to get me going, and I began to move as well, slowly pumping in and out of her. My fur slid easily across her smooth skin as we moved together, and I gradually increased my pace. Each time, I pulled out a little farther and each time I pushed back in a little faster. The bed began to creak beneath us a little, and Tsunderplane gasped every time I slid into her.

Soon, I was going almost as fast as I could, and she seemed to appreciate it. Her pussy clenched, and her wings gripped me so tightly I could barely move. Her breath huffed against my ear tufts. “I'm, I'm...” She gasped. “What's happening to me, I'm— Aah!”

She held me rigidly in place as her pussy pulsed around me. A little warmth splashed against my belly as she trembled and shook in place. And I held still, barely moving – not that I could, anyway – as she rode out her very first orgasm.

When she finally caught her breath, she kissed me again. “Oh wow... That was amazing! I think I like this 'sex'.”

I smiled down at her, and because I sure hadn't gotten off, I started to move again.

She held me still. “No, no... I'm— Unh!” Shuddering, she writhed against the bed. “Too sensitive!”

“Oh, um...” Gently, I pulled out of her. It made her twitch again, but she seemed mostly okay as she calmed down a bit. “If you want, we could do it another way for a while...”

Tsunderplane looked down at her exposed pussy, then at my cock, then back up at me. “I don't think there is any other way it could work.”

“Well, you could, um, use your mouth. If you want.”

Her mouth opened, whether from surprise or a subconscious testing to see if it was possible, it wasn't possible to tell. “Is that something you ponies do? Will it feel just as good?”

“Well... I guess it won't feel as good for you. But it will feel good for me, and that's why ponies do it for each other sometimes. If you want, once your over-sensitivity settles down, I can do something similar for you.”

She pulled me closer, kissed me lightly, and then started squirming downward underneath me.

I trembled in place as I felt her smooth body slide against my cock. And then I felt her nose bump against my tip.

“So, um, how am I supposed to...?”

I forced myself not to laugh. “Maybe start by just licking it.”

For a moment, nothing happened. I wondered if she was confused or if she'd changed her mind. But then I felt the slight warm pressure of her first tentative lick, right across my tip. I moaned a little and my hips thrust forward a bit without even thinking about it. That slid my cock back and forth over her mouth.

She didn't seem to mind, though. Giving my shaft little playful licks as it slid over her, she hummed to herself in satisfaction. If I didn't know any better, I'd almost think she liked making me feel good...

What shocked me, though, was when she took my tip into her mouth. I didn't even think she'd have the idea to do that, much less be so ... good at it! She slid it into her mouth perfectly, making me moan as she took it even deeper. How did she even manage at that angle? No pony mare I'd ever been with could do something like that, but Tsunderplane was able to bend her neck and simply take it deeper and deeper.

And her throat was so heavenly soft and smooth... Like dipping my cock in warm butter. Every time she moved or made the slightest sound, I felt it, making my cock twitch.

But just as I was beginning to get close, Tsunderplane pulled herself off of me, giving my tip one last kiss before she slid back up underneath me.

I started to line my spit-soaked cock back up with her pussy, but she held me back with her wing. “No, not that. I want to know what it feels like! Do me with your mouth. Do it! Do it! Do it!”

How could I refuse when she asked so politely? Well, polite or not, it was only fair. I rolled off of her and spun most of the way around, so that I was facing almost the opposite way I had before. That put her open ventral hatch right next to my face, right where I wanted it.

Since I knew she was new to this, I started slow, first just lightly tracing the inside of her hatch with the tip of my tongue. Her skin inside the hatch was warm, a little pinker than her body, and so lusciously soft. Soon, I couldn't hold myself back any more – I licked up and down her pert little slit and ventured my tongue inside a little, tasting her tangy juices. Honestly, there was a slight tinge of something oily, like lamp oil or something, but I didn't make a big deal about it.

And Tsunderplane seemed to like what I was doing. When I worked my way up to her clit – which was round, instead of heart-shaped like a pony's – her whole body stiffened and she moaned so loud I thought everyone in the castle was sure to hear her.

She didn't leave me out in the cold for long, though. Soon I felt her wingtip caressing my still-hard cock. And then, something enveloped my tip, sliding its warm softness down my shaft. It wasn't wet, though. It kind of reminded me of rubbing myself against a mare's teats, except that it wrapped completely around me.

Curious, I stopped licking her for a moment so I could look and see what was happening.

She'd taken my cock into one of the jet engines on her wing, and she was stroking it up and down my length, smiling back at me with a lurid look in her eyes.

Wow... That was really creative. And it felt really nice. Even though she was completely new at this, she was coming up with things that I never would have thought of myself! And how amazing was it that her engines were soft and fleshy inside – I was sure glad to find that instead of spinning blades or—

“Hey, are you done or what?”

Oh, right! I'd gotten so fascinated with what she was doing, I forgot about what I was supposed to be doing. Rather than waste time trying to explain myself, I went right back to it, licking her even more enthusiastically now, doing my best to drive her crazy with pleasure.

And from the way she was moaning – and the way she was stroking my cock even more lovingly – I was clearly doing a pretty good job of it.

Something about her moans was sounding more and more unsatisfied, though. The more I licked her, the more it started to sound like she was moaning in need rather than in satisfaction. I was usually pretty good at getting mares off this way, but Tsunderplane wasn't a mare. Maybe I was doing it wrong?

“Planny?” I said, stopping for a moment. “Is this good for you? Do you want me to do something else?”

“Unh!” She squirmed, still stroking my cock, but kind of absently now. She was breathing so heavily...

“Planny?”

“It's ... it's...” She trembled. “It's good, but there's something missing. I feel so empty inside! Ugh, am I going to feel like this forever? It's terrible!”

“Well, it seemed to work pretty good when I put it inside you earlier ... do you want to do that again?”

Rather than answer me directly, she pulled her engine off of my cock, shot up into the air, and then came back down right on top of me.

I cringed as she lowered down, but I shouldn't have worried. She slowed down as she came close and gently pressed against me. It was probably no coincidence that her slit happened to line up perfectly with my tip.

Tilting my waist, I got the angle right and let her slip down over my cock. Her engine had been nice, but this was heaven. Maybe it was just the heat of the moment, but she really seemed like she was warmer than a pony mare. It felt great sliding in ... and it felt surprisingly natural, as if this was the way things were meant to be – even though I knew this should have been almost as weird for me as it was for her.

Tsunderplane had the hang of it now. I didn't need to guide her with my hooves or anything to get her rocking back and forth on top of me, pleasuring us both. Of course, I did run my hooves up and down her body anyway ... just because I wanted to. Her skin was so smooth, the curves of her body so sleek. I didn't know why I didn't see it sooner, but she was actually really attractive in her own way.

If I'd taken the time to think about it – rather than just appreciating her body – I would have guessed that she'd get off even faster when she was in control of the pace. But even then, there was no way I could have known just how quickly she would hit her peak.

When it happened, there were only a couple of desperate gasps for warning. And this time, it was much more intense. Her pussy clenched hard around my cock, milking me from the inside as she trembled in place. Her warm juices flowed down over my crotch, dripping across my balls. She squeaked out a tiny little moan, obviously holding herself back from screaming, but a little bit of a whimper still came out.

It was too much! Too much for me to hold myself back, either. Just as her orgasm was beginning to trail off, my tip flared out wide, deep inside her.

“W-what's going on?” she said between gasped breaths. “I feel something happening inside.”

I was too far gone to answer her – after just a couple more thrusts up into her deliciously warm pussy, I hilted as deep as I could in her and let myself go.

“Aah! It's... Mmn! It's filling me up!” Tsunderplane pressed herself against me, seeming to enjoy the feeling of my cock throbbing inside her and filling her womb ... if she had a womb. What she did surely have was another, smaller, orgasm. Her pussy clenched down on me again, massaging out the last few spurts of my cum inside her.

I heaved out a deep breath and fell back down against the bed. I hadn't realized I'd been tensed up so much, pulling myself up against her, until my orgasm finally dwindled and I could breathe again. My cock still rested inside Tsunderplane's warm, welcoming pussy. Little white dribbles slipped out between my shaft and her pussy lips.

“You're right.” She leaned down and kissed me, slowly and tenderly this time. “That did make me feel a lot better.”

I kissed her back, running a hoof along her sleek skin.

She slowly and carefully lifted herself off of me, letting my glisteningly wet cock slide out of her. When my still-flared tip popped free, a momentary gush of cum came out, but Tsunderplane quickly put a stop to it by closing her hatch, locking the rest of it inside. Once my softening cock flopped down against my belly, she lay down on the bed and nestled up next to me, rubbing her nose against my chest.

“That was really nice, Planny.” I stroked her back, still in the afterglow of my own orgasm.

“But... Didn't you finish inside? Does that mean I'm going to get a baby, like you said stallions and mares do?”

I patted her gently. “Don't worry about it. There's no way we're biologically compatible enough for you to get pregnant. I'm sure we can't make a baby, just like a pony and a griffon can't make a baby.”

She looked up at me from my chest. “Huh? What's a griffon?”

“It's half eagle, half—”

“What's an eagle?”

“Oh, never mind. The important part is that there's nothing to worry about. You're not going to get pregnant from a pony.”

She settled back down on my chest, trusting that I was right. After all, between the two of us, I was supposed to be the expert on organic pony things, right?

If only I'd known back then just how wrong I was...

Author's Note

This story is a commission for Loveless. If you'd like to get a commission of your own done, go to my Patreon page and sign up!

Commissioned by the artist vacuvung. If you wish to read this fiction alongside the illustration, click here to find out how https://www.deviantart.com/vavacung/art/Pay-What-You-Want-SECOND-WORLD-VOL-8-778020712