Your tongue pokes out of the corner of your mouth.

Carefully, you drag the bit of charcoal across the parchment, the stick held firmly in your hoofband. It leaves behind a crisp line, dark against the white-yellowness of the page. Without pause, you add another line and then another, and before long, shapes begin to emerge, forming the general outline of a building.

You pause to eye your work critically before glancing up. Through the windows of the gym, you can see the building across the street—a large, two-story structure in the shape of a right triangle. The roof nearly touches the ground, and clouds waft up the slanted tiling until they drift off into the sky. Liquid rainbow trickles down from the highest point, the waterfall cascading into a small pool at the building’s base. There is a feather-shaped sign above the door, the words ‘Dyed and Feathered’ written across its surface in bold, colorful letters.

The building certainly looks interesting—interesting enough for you to sketch it so your dad can enjoy it as well—but it’s really the customers coming and going from the building that makes it all the more eye-catching.

The pegasi that go in look relatively normal, but the ones that come out…

Well, speak of the draconequus…

You watch as a white pegasus mare exits the building, her wings spread wide in the sunlight. Her primary feathers have all been dyed various shades of green and purple: the same colors as her punkish-looking mane and tail. A moment later a second mare emerges as well, her blue primary feathers now gradually turning yellow towards the tips, while her secondary ones are dyed bright orange and red.

The pair flap their wings gently before strutting off down the street, their chests puffed out and their feathers splayed wide for all the world to see. They kind of remind you of the peacocks you’ve seen walking around at the Canterlot Zoo. Several stallions do doubletakes as the pair waltz by, so the display must be doing something.

Still, you can’t get the mental image of the peacocks out of your head.

Suppressing a snicker, you go back to your sketching.

From your spot in the corner of the room, you have your drawing supplies all laid out before you. Colored pencils, charcoals, erasers—everything within easy reach. A gym mat rests beneath you, providing some comfort from the hardwood floor.

The rest of the gym is fairly empty, all the equipment folded up and placed inside a supply closet. The only objects still present are a few colored mats that Windy placed upon the floor when you both first arrived. She had arranged the mats into a small circle before grabbing her duffle bag and heading into the locker room.

You had parked yourself in a corner and promptly set up camp. A few warm-up doodles later, and you began sketching things you could see through the window. So far you’ve gotten several good ones of the nearby buildings, a fountain, and several quick sketches of the ponies coming and going from the feather dyeing place.

You are just finishing up with the sketch of the Dyed and Feathered building when the doors to the locker room open again. Hoofsteps approach you, but you don’t glance up, instead concentrating on adding the finishing details to your drawing.

“All set up, champ?” you hear Windy ask.

“Eeyup,” you begin to say as you glance up. The word however dies on your lips as you catch sight of what she’s now wearing.

A close-fitting, rainbow-colored tank top rests about her shoulder and barrel. It’s cut short, exposing her stomach, as well as the fluff upon her chest. A pair of black yoga pants cling to her flanks, the material taut and stretched, showcasing her rump almost perfectly. A white strip runs up the length of her legs, ending at a small circular hole that exposes her cutie mark. Her tail pokes out of a hole in the back, a red scrunchy wrapped around her dock.

Gaping up at her, you feel your cheeks begin to heat up and your heart rate increase. Luckily, she doesn’t seem to notice the red hue spreading across your face, as she’s too busy craning her head around to see what was on your sketchpad.

Maybe you can compose yourself before she notices...

Her eyes light up as she beholds what you’ve drawn so far.

“Oooh… that’s really good,” she praises. “Your mother was telling me about your drawing skills, but I thought she might have been exaggerating. I can see now that she wasn’t.”

Well… so much for composing yourself.

“It’s… it’s not that good,” you mumble. “They’re just a couple of quick sketches.”

Windy shakes her head. “Don’t sell yourself short, champ. You’re a natural!”

Cheeks now blazing bright red, you can do little more than let out a small squeak and hide behind your sketchbook. You aren’t entirely used to being praised by ponies other than your parents, although that could be because you don’t go around letting anypony else see your work all that often due to how awful most of your stuff is.

Windy giggles at your display of embarrassment before reaching out a hoof and messing up your mane.

“Well, I’ll leave you to it, then,” she says before walking off.

Your eyes are immediately drawn to her swaying hips. It’s painfully clear that there’s very little fat upon her body. Muscle ripples beneath the tight shorts, the clingy material shifting and stretching with each step she takes. Her tail is held up slightly by the scrunchy, giving you a clear view of the crotch of the yoga pants.

And there, just barely visible bulging out beneath the tight clothing, is her—

You avert your eyes quickly, your face feeling as though it’s on fire. There’s a stirring in your groin, and you feel yourself twitch weakly within your sheath.

…

Oh…

Oh crud...

Trying to ignore the problem currently, eh… growing on you, you attempt to distract yourself by returning to your drawing. You strategically place your sketchpad in your lap, positioning it so that it hide most of the issue. However, try as you might, you just can’t seem to be able to concentrate on drawing. Sure, you draw out a few lines here and there, but your heart just isn’t in it anymore.

Instead, you find you gaze being drawn back to Windy.

She moves around the room with grace, humming softly to herself as she gets ready for her class. Your eyes are glued to her rump the entire time, and you only glance away whenever she turns in your direction. The sight of her swaying hips and… pronounced parts causes your heart to flutter. You are no stranger to these feelings; you’ve checked out your fair share of fillies at school—especially those that have already started developing. However, none of them have ever really returned the attention, seeing as you’re just the weird colt that spends most of his time drawing.

Within a few minutes Windy has a folding table set up, and has placed out bowls of dried fruit, nuts, fresh blueberries, and something called ‘cloud brittle’. She puts out water bottles as well, their sides already covered in condensation.

The sight of the snacks causes your stomach to growl softly and your mouth starts to water. You don’t get up though, as you are still kinda poking out of your sheath. Once you’ve calmed down, you’ll get something to eat, but for now you’ll just have to wait. Besides, the others should be here soon.

Sure enough, it isn’t long before other ponies start to trickle in.

The first is a cream-colored pegasus mare with a curly raspberry mane. A pair of green glasses rest upon her muzzle, framing deep rosy eyes, and a duffel bag hangs from her shoulders. She and Windy are apparently good friends, what with how familiar with each other they seem to be. They chat for a few minutes before the new mare moves off towards the locker room.

The next mare to arrive is a pink mare with a straight, two-tone yellow mane. She trades some pleasantries with Windy before moving to the locker room as well.

The third mare is younger than the first two. She has a dark pink coat and poofy, mulberry mane, and a slight lisp to her words. Grabbing a bottle of water, she drains it completely before slowly making her way into the locker room.

It’s a few more minutes before the fourth mare arrives. The first and second mares have already emerged from the locker room, clad in similar clothing to Windy and it’s taking all of your self-control not to stare. The new arrival is older than any of the other mares currently present. Her yellow coat is faded slightly, but her mane is still vibrant and reminds you of a burning fire. She just nods at the others before slipping silently into the locker room to change.

By the time the fifth and final mare arrives, you’ve relaxed enough to retrieve some food from the snack table. Filling up a bowl with some nuts and dried fruit, you are in the process of returning to your spot in the corner when she comes strutting in like she owns the place. Her coat is light blue, while her mane was a darker shade and slicked back with gel. A pair of flight goggles rest upon her forehead. Her duffel bags bears a disturbing emblem: a pegasus skull with wings.

As she’s making her way into the locker room, she sneers at the fiery-maned mare who’s just coming out, clad in blue-and-yellow outfit. The two trade cold glares, but other than that nothing happens. Before long the final mare is back out, dressed in a purple-and-black, one-piece yoga suit.

The mares all gather together, each claiming one of the colored mats that Windy laid out earlier. Windy sets up a boombox, and soon the gentle sound of a lyre and trickling water fills the room.

“All right, is everypony ready?” she asks.

As the yoga class starts, you try to focus your attention back on drawing. Picking up the eraser, you begin to touch up the sketch, removing the lines you had used for reference. However, your gaze keeps drifting up to the mares—or more specifically, Windy.

She leads the class through several different positions. At first they start out simple: lying on their backs with their wings spread open, then lifting first one foreleg then another. However, the positions soon turn more, well… more. The soft grunts and sighs they’re making don’t help the situation either.

Your heart is not having a good time.

Your hormones, however, are loving this.

One time you happen to glance up only to find all the mares bent over, their heads down and their flanks in the air. As you watch, wide-eyed, they stretch first one then the other hind leg out fully, inadvertently putting their taut thighs on display.

Another time you catch them all curling up, their heads tucked down between their hind legs. Your pretty sure you saw one or two of them touch their chins to their groins.

…

A-aw yis…

As the minutes drag on, you find yourself focusing less on your drawing and more upon the enticing sight before you. Their coats glisten with sweat, the faint, heated scent slowly filling the air as they continued to flow through various poses. It tickles your nose and makes your little… problem worse. Soon, you aren’t even drawing, just holding your sketchbook in front of you to hide the fact you were ogling all of them.

It all comes to a head when Windy has the mares lie on their backs and push their hips up, into the air, their backs arching in the process. Yoga pants are stretched tight against crotches, and certain parts of the anatomy poke through the material.

The sight causes you to finally drop from your sheath.

Face completely red, you make a dash for the locker room, silently relieved that none of the mares can see your predicament from their current position.

The locker room is unisex, a cloud barrier dividing the room in half, the half-wall coming up to just under your chin. The female side has bigger lockers, seeing as it’s usually the mares that bring bags and clothing to change out of—stallions usually just wear sweatbands.

You lean against the median wall, painfully aware of the stiffening arousal between your legs. It twitches and bobs, slowly descending further from your sheath. You try and calm down, but whenever you attempt to clear your head, the mental image of the mares twisting and stretching keeps popping up.

The realization soon dawns on you that this problem isn’t going to go away on its own.

Glancing around, you spot a small alcove in the back of the room where several bathroom stalls are located. You start to head towards them, but stop when something on the other side of the room catches your eye.

There, resting on a bench, is Windy’s duffel bag.

You freeze, your body stiffening as you stare wide-eyed at the lone bag. Feelings of excitement and shame well up inside you in equal measures as an idea suddenly comes to you. Swallowing thickly, you make your way slowly around the barrier, not taking your eyes off the bag. You keep an ear pointed towards the locker room doors; the last thing you need is for one of the mares to walk in.

The bag is already partially open. Lifting a trembling hoof, you unzip it the rest of the way before pulling the bag open fully. You peer inside, discovering several crumpled up pieces of gym clothing and a bottle of shampoo. A faint odor of musk and sweat hits your nose, and you feel your member twitch, more of it slipping from your sheath.

Your mouth is suddenly dry.

Are you really going to do this?

…

Yes… yes you are.

Steeling yourself, you reach inside the bag and begin to root around. A moment later you pull out a faded blue shirt, an orange horseshoe emblazoned upon the back. You glance at it for a moment before placing it back in the bag.

You remove and study several more articles of clothing before finally pulling out a pair of purple and black yoga pants. As you spread them open, the strong scent of musk hits your nose, and your erection finally drops fully from your sheath. It slaps weakly against your stomach as you stare wide-eyed at your prize. In a daze, you push your nose against the fabric and take a tentative sniff. A shaky breath escapes you as the scent of sweat overwhelms your senses. The musky-pine scent is amazing.

Your member jerks, smacking softly against your underside.

A low moan escapes your lips.

You jump as a sudden shout comes from the main room, and for an instant you’re afraid that you’ve been caught. However, after a moment of panicked listening, it becomes apparent that one of the mares has just fallen over while attempting a new position, and everyone’s having a good-humored laugh.

Breathing heavily, you turn your attention back to the yoga shorts in your grasp. For a second you reconsider what you are doing and almost put them back… but then your member twitches again, and you make up your mind.

With your prize clutched tightly to your chest, you make your way quickly to one of the stalls. Locking the door, you take a deep breath before glancing down at the shorts. You turn them about in your hooves, the spandex material oddly silken against your fur. Upon finding the tail hole, you pause before lifting it to your muzzle and sniffing. The overwhelming odor fills your nose again. It smells of stale sweat and musk, which should have made you crinkle your nose, but instead you find the scent oddly arousing.

Your member throbs, reminding you of your need.

You inhale again, cradling the fabric to your face as you take in Windy’s scent. Amongst the musk and sweat, there is a faint hint of pine. Snuffling needily, you try and memorize the exotic aroma. As you do so, you gently stroke your member with a hoof, beads of precum already oozing from the tip. The edge of your hoof drags against your heated flesh, sending shivers down your spine.

You take one last sniff before reluctantly pulling the shorts away from your muzzle.

Breathing heavily, you stretch the shorts open and carefully stepping inside them with first one hind leg then the other. The feeling of the tight mesh rolling over your fur sends more shivers through your body as the material slides up your thighs and flanks. You have some difficulty getting your tail through the proper hole, but finally manage it was little discomfort from pulled hairs.

Despite being made for a mare, the shorts are oddly fitting. The snug material clings to your body, squeezing in all the right places to heighten your arousal. They don’t cover your erection entirely, your head poking out of the top. Your flare scrapes against your belly, your own fur tickling your head.

Once the shorts are properly secured, you shift your hips about, only to gasp as the tight material pulls against your shaft. The spandex tugs at your sensitive flesh, stroking it with each subtle change of position. You trot in place, only to moan as your member is massaged in ways it’s never been before.

Leaning against the wall of the stall, you take a moment to enjoy the feeling of the shorts hugging your body. Curiously, you rub yourself through the fabric with a hoof, only to shudder at the strange feeling. With each stroke, the shorts tug on your entire length. You feel your balls shift about as well, the fabric cradling them even as it presses each orb firmly against your body. Your tail flicks back and forth as you continue to slowly run your hoof up and down your length.

Gradually, you begin to pick up speed, your breaths coming in short, heavy gasps. Your hips buck in time with your strokes, and your member strains and twitches against the tight fabric. Thin strands of precum dangles from your tip, swaying back and forth as you hump the air. A low whimper escapes you as the top of the shorts scrapes against your flare. You are leaning fully on the wall now, the stall the only thing keeping you from falling over.

A few dozen strokes more and you feel yourself drawing closer to the edge. Your balls twitch in their fabric prison, their contents churning in desperate need of release. The head of your member drags along your stomach, the hairs of your coat rubbing at the top of your flare.

An extra hard thrust is all that is need to tip you over the edge.

Biting your lip to stifle your cry, you climax. Your member flares, the spongy head pressing hard against your stomach as your cock jerks and kicks. A rope of cum spurts from your tip, painting the stall door with your thick, heated essence. Another burst follows the first, and the third splatters upon the floor. Your balls heave, forcing their load down your length in delicious pulses of pleasure. The fourth and fifth waves are weaker and stain your chest.

With one last shuddering twitch, you slip down and collapse onto the floor, leaning heavily upon the stall as you try and catch your breath. The afterglow washes over you with blessed relief, and slowly your member begins to retreat back into your sheath. You shiver in pleasure and discomfort at your overly-sensitive head slips back inside the shorts, dragging against the snug material.

It’s a few minutes before you slowly get to your hooves. Grabbing some toilet paper, you clean up as best you can, flushing the evidence away. You struggle to get out of the shorts, but once free you quickly return them to Windy’s duffel bag, making sure to hide them beneath the other clothing. Hopefully she won’t notice anything amiss.

A trickle of shame and guilt begins to well up inside you as you stare down at the clothing. It had felt amazing at the time, but now you feel dirty. You chew on your lip for a moment before shaking your head and zipping the bag closed. With that, you splash some water on your face and adjust your mane and tail before heading for the exit, feeling a lot better than when you first entered.

At the door, you pause to cast one last glance back at the duffel bag. Your member twitches weakly, but other than that, it remains in its sheath. Sighing softly, you turn and make your way back out into the gym, your tail tucked firmly between your legs.

As you exit the locker room, you notice that most of the mares are gathered around the refreshment table. They appear to be taking a break, several of them sipping at the bottles of water as they chat softly with one another.

“There you are! I was wondering where you got off to,” Windy says as she trots up to you. Her mane is slicked back slightly, and her coat glistens with sweat. Her wings are unfurled and she flexes them gently, fanning herself in the process.

A blush touches your cheeks as an aroma tickles your nose—a much fresher version of what you were just sniffing at minutes ago. Trying to keep yourself composed, you give her a weak smile. “Sorry, had to use the bathroom.”

“Oh, that’s perfectly fine, champ,” she says. “We’re just taking a quick breather before starting the last set. It should only be another half-hour or so.”

You nod once before moving back to your corner and picking up your sketchbook. Hopefully, you’ll be able to get more drawing done before it’s time to leave.

~ ~ ~ ~ > > < < ~ ~ ~ ~

True to Windy’s estimate, the class goes for another thirty minutes before she begins to wrap it up. Rolling up their mats, the mares tuck them away in the storage closet before finishing off the water and snacks. They chat about random things, stuff you don’t pay attention to as you attempt to concentrate on your drawing.

You are finished with the inking and are just wrapping up with the simple coloring. You’d be able to add shadows and highlights later, but you want to get the basic colors down before you have to leave, as you won’t be able to use the building as reference any more. Even while working on your art, you watch the mares out of the corner of your eye, waiting...

Your heart begins to beat faster as they head into the locker room. All kinds of scenarios—each one worse than that last—run through your mind as you watch Windy’s firm rump disappear around the corner.

After a few minutes have passed and no shocked or angry cries come from within, you breathe a sigh of relief. Instead, the sound of running water can be heard, along with the gentle murmur of voices. Soon—far faster than you were expecting—one of the mares emerge, her coat still damp and mane slicked back. It’s the young one with the skull-emblazoned duffel bag.

She glances at you as she passes, giving you a smile that sends a shiver down your spine and causes your face to flush. Reaching into her duffle bag, she tosses you something small. Upon catching it, you see that it’s a small piece of candy still in its wrapper.

The mare winks at you before strutting across the room and out the door. You watch through the windows as she gives her wings a good shake before taking to the air in a burst of speed that leaves a colored contrail behind.

The rest of the mares emerge a few minutes later, their coats, manes, and tails properly dried. Their workout attire is back in their duffel bags, which are draped around their shoulders. As the others leave, Windy sets her bag down by the door before moving around to clean up the remaining equipment. She puts the folding table away, gathers up the empty bowls, and places the boombox back in the office where she had originally gotten it out of.

As she did all that, you pack up your art supplies. You blow gently on the paper, making sure the ink is dry before closing the book. With care, you slip it back into your bag as to not damage or bend the paper. Pulling your saddlebags on, you move to stand next to Windy, the piece of candy still in your hoof.

She glances around the room one last time. “That’s everything, right? I think that’s everything. You don’t see anything I might have missed, do you?”

You blink and glance around before shaking your head.

“Good!” Windy chirps happily. “Then let’s get out of here!” Grabbing her bag, she gives you a smile, only to pause upon seeing the candy.

“Where’d you get that?” she asks curiously.

“The mare with the skull bag gave it to me,” you say.

Windy’s face lits up with recognition. “Oh, Freefall? Yeah, she has a bit of a sweet tooth. Always carries some sweets around with her.”

“What is it?” you ask, studying the candy closely. Through the wrapper, you can see that it’s rainbow colored and just about the size of a decent gumball.

“You’ve never had a Rainbow Ball before?” Windy asks. When you shake your head, the corners of her lips start to twitch upwards. “Well then! Go ahead, give it a try! Don’t bite on it though, it’s hard candy.”

You stare at her for a moment before shrugging your shoulders. Unwrapping the candy, you pop it into your mouth and proceed to suck on it. A pleasant, fruity flavor begins to fill your mouth after a moment, and you hum thoughtfully. It wasn’t half bad, actua—

”GAH!”

Spitting the candy out, you wave your hooves in front of your muzzle frantically. The inside of your mouth is in chaos, shift from extreme spice to teeth-chattering mint in quick succession. From your reflection in the windows, you can see that your tongue is changing colors, going through the entire spectrum of the rainbow.

As you dance in place, Windy guffaws at your reaction.

“Yeah, that’s a Rainbow Ball for you,” she giggles. “It’s an acquired taste, as I’m sure you no doubt discovered.”

“‘Or ‘orrible!” you grunt out, tongue still hanging from your mouth.

Still laughing to herself, Windy leads you out of the gym.

A warm breeze blows across the city, coming in from the south. It ruffles your mane, and stirs the clouds upon the streets and houses. The sun is starting to head towards the horizon, and the clouds beneath your hooves slowly begin to take on an orange hue.

A few wispy clouds drift high overhead, still untouched by the setting sun’s color, and you watch them idly as Windy goes about locking the gym door. “And that’s that!” She slips the keys into a side pocket on the duffel bag before turning to you. “I hope that wasn’t too boring for you. We went a little longer than I originally thought we would.”

“Oh, um... no,” you say softly, glancing up at her. Your mouth has mostly recovered now, only a few hints of hot or cold still present.

“Well, that’s good!” she chirps. “Still, I’m so sorry for dropping that on you at the last minute.” She fluffs up her wings, a look of embarrassment crossing her face. “I normally would have rescheduled the class, but my partner didn’t give me enough to time… so, yeah…” She trails off, rubbing the back of her head with a hoof.

“It’s fine,” you reassure her. “I was able to, er… entertain myself.” A light blush touches your cheeks and you glance away.

“I saw,” Windy says with a smile. For a moment your heart stops in your chest, but then she continues. “Over there with your pad of paper, drawing away. Your mom was right. You are a little artist, aren’t you?”

A wave of relief washes over you at the realization you weren’t caught in the act. A shy smile crosses your muzzle, and you scuff at the clouds beneath your hooves. “It’s just a hobby.”

Laughing to herself, Windy shakes her head before glancing up at the sky, no doubt noting the position of the sun. She lets out a faint hum before looking back at you. “Sooo… shall we head back home and see what we can make for dinner?”

At this, your stomach lets out a loud gurgle.

“I’ll take that as a yes,” Windy snickers. “Come on. Let’s get going then.” With that, she turns and trots off, her hips swaying side to side as she walks. You follow quickly after her, the glowing amulet bouncing against your chest.

Author's Note

What is with these colts of Equestria and their fascination with mares' undergarments?