Fluttershy and Alexander

by NullOne

Rating: mature
Tags: Fluttershy, Sex, Gore, My Little Pony: Friendship is Magic, Romance, Original Character
Length: 32747

A fun little fic exploring the relationship between Fluttershy and an Earth pony named Alexander.

Fluttershy, kind, caring, and with a shy, but strong, heart.
Alexander, strong in body, and keen minded, but with a guarded heart.

I wonder what kind of relationship they will have together?

(A fun little NSFW story with a side of character development, and don't worry about the gore tag.)

Published 2017-10-02 20:30:07 UTC
Last updated 2017-11-12 19:10:53 UTC

The First Time

Alexander had been courting the shy pegasus for a while now, and it looks like it has been worth it. Because now, well, now they were heading to the second floor of Alexander’s little clinic to get intimate for the first time. Quite a turn of events all things considered, especially since it had been Fluttershy of all ponies who had worked up the courage to ask for it. Alexander had not wanted to push her to fast after all, but to hear her ask first, that really threw him for a loop. Now all he could do was oblige the lovely mare, and give her everything she wanted and more if he could. And so he led her into the guest room, which to his slight embarrassment was actually better furnished than his own room, which was spartan at best.

Well, at least it will get put to good use, Alexander thought as they entered the room. As they settled into the room Alexander took off his glasses and put them on top of a drawer in a corner of the room, then he started removing his tie and vest. Fluttershy was busy staring at the bed in the opposite corner with a bit of trepidation in her heart.

We’re really going to do this? she thought.

Almost as if to answer that thought Alexander asked her “Everything OK?”

She almost jumped out of her skin at the sound, but was able to compose herself and turned to look at him as she answered, “Y-yeah, this is fine. I-it’s a nice room.” A nice room? she thought. What am I thinking, what am I saying? The shy pegasus was having a bit of trouble keeping her mind straight. But as she looked over the stallion before her, those thoughts got replaced with a much different sort. He was taller than the average stallion, and he was fit too. He had strong lean legs, with his forelegs in particular having noticeable shoulder muscles. He wasn’t bad to look at, that was for sure.

She was pulled from her thoughts, and her staring, by his voice. “Well, if everything is OK. Let’s get you ready.”

“Oh! OK.” Was all she could say as she turned from him and walked slowly up to the bed in the corner. She looked up at the windows above the bed, letting plenty of natural light into the room. And all she could do was gulp and bring her forelegs up onto the bed, readying herself to get mounted for the first time. She had no idea what to expect, she was too shy to approach most stallions, especially during estrus season. She spent so many of those seasons away from everypony but her animals, and they couldn’t exactly help her with this problem could they? Is that why I’m doing this? she thought. Did she want to know what it actually felt like so bad that she was willing to do it with the first stallion that had shown real interest in her?

She didn’t have time to keep doubting herself, as she felt Alexander’s fore hooves on her hips. This is it, we’re really going… she half thought, before finding herself being flipped through the air and landing with a gasp back-first on the bed. Before she could even fully react to what just happened Alexander was over her. His hooves at her sides and his eyes looking down into hers, she was stunned.

His face was calm, and with a soft voice he said to her “Now why would I want to take you like that?” He moved one of his fore hooves up to caress her face “When we can do it like this so I can look at your beautiful face?”

Fluttershy had no reply; all she could do was keep looking him in the eyes, speechless.

In response Alexander let out a soft chuckle, and brought her face up a little as he leaned in for a kiss. She made no attempt to resist and let their lips meet with barely a sound. They shared that tender kiss for a moment, their eyes closing together. And then it was over, Alexander lifted his head from the kiss and asked her “Better?”

“Yeah…” was Fluttershy’s near breathless answer. If she still had any doubts they were surely gone now. This stallion would trait her right; she knew it in her heart. And that’s when she felt his other hoof caressing its way down her body, she almost looked down to follow its path, but before she could Alexander lowered his head down so that he could kiss at her neck. Unable to look, she could feel as the hoof found its way to her maiden breasts first. He rubbed and teased at them for a moment, getting a feel for their form and electing a soft cooing sound from Fluttershy as he did. They were small breasts, but firm and perky, with soft nipples that begged to be teased. But there was more to be done, so after feeling over those lovely breasts one last time, he once again sent his hoof further down. Just below those breasts was the hoof’s goal, Fluttershy’s maidenhood.

As the hoof glanced across the upper lip of those soft folds Fluttershy couldn’t help but let out a quiet gasp. Alexander didn’t stop at a glance, without hesitation he pressed his hoof up against those lips, earning another small gasp. He started to rub up and down the lips, intent on getting her nice and wet for the main event. Speaking of which, his shaft had started to show before he even got done with her breasts, and now that he was playing with her pussy it was getting hard fast, forcing him to step back from the bed a little and stop kissing at her neck. Fluttershy took notice of this, and wanting to get a better look at what was happening glanced down. And there she saw it, this time she let out a gasp of surprise as her eyes widened. For Alexander there was no surprise to her reaction, after all, he knew exactly what he had between his legs.

All things considered Alexander wasn’t huge for his size; he was only above-average in length for his height, but he was very thick, and that was the problem. For a stallion of his height a very thick penis meant nearly four inches across, and asking any mare, let alone a petite pegasus mare like Fluttershy to take his large stallionhood was a bit much.

Which is why he couldn’t go any further without asking one more time, “Are you sure you want to do this?”

Fluttershy barely heard the question; she was too busy staring at his big red member. That’s going in me? she thought. A bit of doubt returning to her thoughts, but before she could doubt anymore she realized what he had just asked her and made herself look up to stare him in the eyes. Those eyes were soft and caring; he really did just want what was best for her. And that was good enough for her.

With a sudden look of determination and even a bit of assertiveness she said in a low, even sultry tone “Yes! I want it, I want you! So please, give it to me…”

With that Alexander smiled and pushed some of his hoof into her warm pussy, electing a moan from the eager mare. She was starting to get nice and moist, which was exactly what Alexander wanted. He removed his hoof from her lips and took hold of the top end of his now very hard member and placed it at her entrance. The tip was bigger than her whole pussy, he was going to have to stretch her one way or another and he knew it. He used his hoof to rub his tip up and down her soft folds in an attempt to get it as lubed up as he could by her juices, all the while Fluttershy herself was starting to breathe heavy in anticipation.

As he continued rubbing at her Fluttershy couldn’t help but wink in time with him, flicking out her clit to try and rub against his tip. Every time it happened she gave out a hushed moan, her clit had always been sensitive, or maybe her whole pussy was? She had never rubbed herself very deep, and was way too embarrassed to even think of getting toys to find out with. So she had no idea, but now more than ever she wanted to know, and the anticipation was driving her crazy.

Suddenly, Alexander spoke, “OK, here we go.”

Yes… was the only thing Fluttershy could think in response.

Alexander took his free fore hoof and used it to grab Fluttershy’s left hind leg and lift it up as he stepped closer, pushing himself against her a little as he repositioned himself. His tip was now pressed right up against her pussy and she could already feel it trying to spread her open. Back hooves now firmly planted, Alexander started to push forward, putting a heavy pressure on her entrance. Slowly, achingly, her pussy started to stretch out and around his thick tip until it caught at the lip of his flare, the thickest point of his penis head, and the last thing separating them.

Alexander knew what he had to do; he moved one of his hind legs a bit closer to the bed for more balance, he took his fore hoof from its hold on his member and placed it at Fluttershy’s side. And then, as he glanced up and into her eyes, he gently rocked his body forward. Just like that, the tip popped right into her tight pussy, getting an almost yelping moan from the demure mare in response. Fluttershy’s insides burned, it was only the tip but she could feel just how wide he was spreading her, and she knew he wasn’t done, that he had to keep going now.

She breathed deep and braced herself; she even wrapped one of her fore hooves around the leg he had placed at her side, ready to pull and push with him. She could do this, she wanted to do this.

Alexander, seeing her ready herself, started pushing again. He didn’t pump in and out, not yet, he just applied a steady pressure forward. Slowly, her insides started to give way to that pressure, his thick shaft reaching deeper and deeper as it spread her wide open. Every grinding inch drew a shuddering moan from her.

His rod was so hot, and as it sank deeper into her she could feel that heat more and more, and his heartbeat, she could feel it pulsating through his rod now. It didn’t even hurt, there was a little bit of stinging as parts of her that had never been touched were opened up, but the heat soothed it away as it went, leaving nothing but a throbbing pleasure.

Finally, after what felt like forever, Alexander’s tip pressed up against something inside her, just as his medial ring was starting to press against her outer folds. He stopped pushing, knowing what he had reached, but it took Fluttershy a moment to realize exactly what it meant. He had reached her cervix, the entrance to her womb. In a daze she hadn’t realized just how far he’d gone into her, she looked at what remained outside her, and then looked down at her belly in amazement. He had to be buried nearly eight inches into her… And it felt wonderful.

She let her head fall back and closed her eyes. As she breathed she tried to clench around the gloriously thick monster inside her, and found that she could barely clench at all. There was almost no give left inside, turning her clenches into pitiful little twitches around his girth. And now she knew that there was no going back, even if she wanted to be with another stallion now, or even just use some toys, they would have to be just as big and thick as this to match what she was feeling now.

But that was fine, because she didn’t want another stallion, she didn’t want some silly toys, she wanted him, she wanted Alexander!

She lifted her head and opened her eyes so she could lock them to his, and nearly panting the words she said to him “Make me yours.”

Smiling, Alexander started to pull out of her, his tip dragging hard on the way out as he did. Fluttershy let out a long drawn out moan as he did, her insides closing up in absence of him and feeling so empty for it. She wanted him back in, wanted to feel that pressure again, he didn’t fail her. As soon as his rod was close to coming out of her, he sent it right back in at a nice smooth glide. He kept that calm smooth pace back and forth up for a while, being careful not to slam into her cervix, not just yet anyway.

Fluttershy was panting for real now, sweet little moans escaping her mouth with every thrust and movement. She could feel shocks of pleasure going up her spine; he was hitting so much of her that it was all she could do to keep her voice quiet. She had already lost any control of her clit, which was winking uncontrollably now, trying to rub itself harder against that glorious shaft and doing a damn good job of it, causing her to start gushing a little. She could already feel a climax building because of all the stimulation and he hadn’t even picked up the pace yet.

Alexander could see Fluttershy struggling to maintain even a little composure below him and it was starting to get to him. The sounds she was making, the way her body shuddered with every movement, and her warm juicy pussy wrapped so tight around his shaft. There was no way he could maintain his own finesse very long like this.

He wanted so badly to slam into her, to hilt inside her and not stop pumping till he passed out on top of her. But he didn’t want to hurt her either, and he was sure shoving her womb into her lungs would hurt just a bit. What he could do though, was pick up the pace and really start working her over. So he started speeding up a little, and even let himself slam into her a bit.

Fluttershy’s pussy was on fire now, with pleasure pulsing up and down her body without end, and she had given up trying to stay quiet once he’d started hitting into her harder. He was even hitting her cervix with some of his thrusts now, forcing an almost yelping sound from her.

That should hurt right? was the half-formed thought going through her head when he did that, but if it did hurt she didn’t notice or care.

In her bliss addled mind there was only one thing she wanted, “M-more.”

That did it, as soon as Alexander heard her say that word he lost some of his control and ended up shoving himself into her hard! His medial ring grinded right though her entrance, with his dick tip slamming right into her cervix, pushing her whole womb deeper into her. And that was that, it was all she could take. As his thick medial ring pushed its way into her it absolutely crushed her sensitive clit, rubbing against it so hard that she hit climax instantly and could do nothing but yell out a loud deep moan that actually caused Alexander to stop dead in his tracks.

As Fluttershy’s moan slowly died down and she started to catch her breath, Alexander couldn’t help but wonder what just happened. Curious, Alexander looked down at where they were joined and started to pull out slowly. As soon as his medial ring started to tug at Fluttershy’s clit she started moaning again, and Alexander noticed this. He kept pulling slowly, using his medial ring to pull and force out her clit while spreading her lower lips wide, and getting a long stuttering moan out of her for his trouble.

With her clit forced out he brought his fore hoof from her side over so he could tease it a little. The results were exactly what he expected; as soon as he touched her perfect little pearl she started moaning more.

“Looks like someone has a sensitive little love button.” He said with an almost mischievous tone, and with that he replaced his fore hoof where it had been, with Fluttershy re-grasping it with her own fore hoof immediately.

“P-please keep going.” She nearly pleaded with him.

“Oh don’t worry; I’ll give you as much as you want, always.” He said back, and as he popped his medial ring out of her, he got ready to prove to her that he meant every word.

Alexander plunged his thick meat, medial ring and all, right into her. She moaned hard and even gushed on him a little. He wasn’t going to stop there, now that he knew just how much she enjoyed getting that precious clit of hers rubbed on, well, what else was he supposed to do?

He started to rock his body and hips back and forth again, but this time in short little thrusts that were just enough to pull and push his ring in and out of her. He was going to grind that clit until she was cumming non-stop, and oh damn was it working.

Every breath out of her was a loud strong moan now, and the stallion had no intentions of stopping, in fact, he was speeding up. He was really starting to feel it now; he was building to an orgasm fast, and for good reason, at the pace he was going now he would be hitting that plateau any minute now. All Fluttershy could feel was pleasure slamming its way through her whole body faster than she could even fully register it, her wings spreading out as her body tries to ride this overwhelming pleasure to her next climax.

Alexander’s thrusts started to get a little sloppy as he neared that limit, but he didn’t stop, he couldn’t, no way! Finally, gritting his teeth, he hit his climax and started to paint Fluttershy’s inner walls white as his cock head flared in size, somehow stretching her even more. And as that hot cum hit her insides and she felt him expanding inside her, that petite, demure, little pegasus was thrown head over hoof into a massive orgasm as she screamed her head off in pure bliss… And it didn’t stop, why wasn’t it stopping? It probably had something to do with the fact that Alexander was still going!

Even as he sprayed rope after rope of thick cum into her, some of it going right into her womb, even as his dick flared, he just kept pumping big long strokes in and out of her. His flare dragging, grinding against every last inch of her walls, his cum gushing and splashing out of her in spurts. He prolonged her orgasm for as long as he could, making sure she got more enjoyment out of this than she could ever want.

When Fluttershy finally started to come down from her pleasure high, she could still feel a stirring and warmth in her belly, Alexander had stopped cumming, but he was still slowly thrusting away at her, mixing their juices together and spilling some of it all over the edge of the bed. As her eyes regained focus she saw him staring down at her, just like he always had been all this time.

“W-what happened?” She asked, still groggy in the afterglow.

“I think you passed out for a moment, we might have overdone it a little.” He said to her with a light-hearted chuckle.

“O-oh my!” She said in reply, a little suppressed. She had gotten pounded unconsciousness… Totally worth it! She laid her head back, closed her eyes, and just relaxed in the afterglow while Alexander just kept gently pumping away at her.

“How long are you going to do that for?” She asked with her eyes still closed.

“For as long as you want me to beautiful.” He replied back.

“Hmm, is that so?” She said more to herself than to her lover.

“In that case, give me another five minutes of gentle treatment and then…” She told him.

“And then?” He asked back.

Fluttershy lifted her head and with half-lidded eyes and the most sultry tone she had, said to him, “Then, I want you to pound my ‘love button’ till I scream all day long.”

Alexander was struck speechless by that, his mouth even hung agape a little. But then he got a big almost predatory grin on his face as his heart started to race.

This was becoming one of the greatest days ever, and they were just getting started…

The Morning After

As early morning light began to come in through the windows above, Fluttershy began to stir. Her eyes slowly opened and focused, and she started to lift herself up. She was a little groggy, and a bit sore, but she felt great. She had spent the day before with her new lover Alexander, and it had been amazing. Well worth any morning aches and pains.

Speaking of Alexander... she looked over at him on the bed. When they had cuddled up together at the end of the night he had wrapped himself around her in a tight embrace, but now he was rolled over on his back at the edge of the bed. One of his forelegs was even hanging off the side as he slept right through the morning sun.

That got a nice giggle out of her; he looked so carefree when he slept. But then Fluttershy noticed something else about his sleeping form. Alexander was sporting a rather impressive case of morning wood…

“Oh…” she exclaimed quietly. She was rather surprised; they had gone at it for quite a while yesterday, long enough for the sun to go down at the very least. She could even still feel some of his cum rolling around in her swollen womb, and yet his body seemed ready to go all over again. She had to admit, it was kind of impressive, and just a bit enticing.

She was starting to have such lewd thoughts at the sight of it. What was that he had told her? I’ll give you as much as you want, always. Well, she was starting to want to mount him, right now.

“I… really shouldn’t, he’s asleep,” she said to herself. But in her mind that last word echoed, “Always.”

“Well… I’m sure he wouldn’t mind, right?” she muttered to herself as she started moving over to straddle him. She had let him do most of the work yesterday, so she hadn’t gotten to be on top yet. She wasn’t quite sure how she should do this, but she wasn’t going to let that stop her. She wanted some morning fun, and she was going to get it!

She looked back at that thick red cock of his, just bobbing lightly in the air, and tried to line herself up with it. After a bit of adjusting she leaned back towards it, trying to meet the tip to her aching pussy. It prodded into her butt a couple times, even glanced across her tail hole once, but she finally got it pressed against her folds, right where she wanted it.

“OK, just need to push, nice and slow…” She started leaning into that hard rod. But there was barely any give; her pussy wasn’t stretching over the tip like before. Am I doing something wrong? She tried to think back to how he had done it. He had gotten her nice and worked up first for one, and after that, he just pressed against her slow but hard until it went in.

She was worked up, right? She wouldn’t be trying to have sex with him while he slept if she wasn’t worked up. So maybe she just needed more pressure was all. She pushed her hips back and put more pressure on that tip, causing her pussy to start giving way.

“T-that’s it, just a little more.” she said as her folds stretched over the tip. It actually stung a bit as her lips were forced open, but that was probably just the soreness. It would pass once she really got started. But it was slow going, every half-inch was a struggle to get in, her insides fighting her for every bit of it, and Fluttershy was starting to get impatient, she wanted that wonderfully full feeling she remembered.

Maybe it was the angle she was going at. Maybe if she went straight down it would go in easier. She pushed off of Alexander’s chest with her forelegs, and with nothing but her hind legs to support her body, let herself fall straight down.

Bad idea. It went in sure enough, right past the medial ring and everything. But it felt like she had just split herself in half, her insides burned from entrance to womb, sending painful shocks through her guts and chest. She had to bite her lip and close her eyes tight not to scream.

When the pain subsided enough, Fluttershy let out a pained sigh. “Well, at least it's in.” She gave a half-hearted laugh.

OK, no more rushing Fluttershy, take it slow, she thought as she used her wings and hind legs to lift herself up. She felt pangs of pain as his cock dragged across her inner walls, but she could feel a bit of pleasure building as well as she pulled him almost free of her. Slowly this time, she lowered herself back down, not quite past the ring, but close.

There, that felt better. I’ll just keep doing this… she thought to herself. With her wings to help her pull up and maintain her balance, and making sure not to go down too fast, she started bobbing lightly up and down on Alexander. The pain from before and even the soreness slowly faded, replaced with a building pleasure. She even started to moan a little. Her insides were starting to get slicker, letting her go down easier, so she picked up speed just a little.

She wanted to get down to that ring, to feel it against her clit again. But she had learned her lesson; Take it slow, I’ll get there… She was panting and moaning now, and bumping up against that ring she wanted inside her so badly. Just a little more…

“S-so close…” she was bouncing harder now and winking wildly, her clit already anticipating that wonderful ring. She was bouncing enough that the bed had started to shake with her movements. Finally, she couldn’t take the wait any more and let herself down hard. The ring crushed her clit into her, grinding it between itself and her own inner walls, sending a shock of pleasure up her spine. Just like that, the ring was in and had done exactly what she wanted.

“Yes!” She felt a mix of pleasure and accomplishment. She’d reached that feeling of pleasure she remembered from yesterday that she was so desperate to feel again. She started pumping herself up and down that shaft again, making sure to get that ring in there every time, which was a little hard, since her whole body shuddered every time her clit met that meaty ring, messing up her rhythm. But that just made her want it more.

Around that time, with Fluttershy furiously pounding herself down on him, and making the bed shake while she was at it, Alexander finally started to stir.

His eyes opened slowly. He was still in a bit of a waking daze, but he felt oddly good for some reason. As his eyes started to focus, he could see Fluttershy over him, her upper body rising and falling in his vision.

Huh, I wonder what that’s about… was the only thought his half-awake brain could manage. Alexander could half-see a bouncing Fluttershy, he could hear moaning, and he could feel pleasure and warmth around his dick. That last part caused his eyes to snap open.

Yup, that’s Fluttershy riding me all right, he thought in disbelief. I guess I made a good impression… he thought as he watched her trying to get herself off on his cock.

Her eyes were closed tight and she was gritting her teeth a little as she tried to keep up a steady pace. She looked like she was having a bit of trouble with reaching that climax though. Every time she shuddered from the pleasure it would mess up her timing and frantic humping, keeping her from going just fast enough to reach that plateau of pleasure she so desperately wanted.

Well, that won’t do. “Enjoying yourself?” he said casually.

Fluttershy’s eyes shot open at his voice, and she stopped dead. All she could do was look down in shock at Alexander and his amused expression.

Before she could even start thinking again Alexander took the opening to grab her and roll them both over so that he was on top of her. He pressed his whole body down on her, shoving his rod deep inside her as he did, forcing a quick moan from her lips as she instinctively grabbed hold of him.

With her hind legs pushed up and stuck under his body, and her forelegs wrapped as far around his chest as she could reach, she was trapped under him now, with no way to escape and a throbbing cock buried inside her. Her brain couldn’t keep up with what was happening. How long had he been awake? Was he mad? What was he going to do now?

Alexander interrupted her frantic thoughts. “Somepony was naughty while I was asleep, and do you know what happens to naughty ponies?” he said with a sly grin.

Fluttershy’s mind went blank. The only response she could manage was a timid, surprised squeak.

Alexander just chuckled a little and started rocking his hips in quick little thrusts; there wasn’t enough room in this position for big long thrusts, but all he needed to do was rub her clit nice and quick and it wouldn’t matter how big the thrusts were.

Fluttershy’s eyes immediately rolled back into her head and her wings spread wide as she started moaning nonstop. She had been close before he even started and now he was making the bed practically vibrate with how quickly he was pressing down into her over and over again.

It didn’t take long for Alexander to push her over the edge like this, he could feel her clenching and gushing all over him, and he could feel his own orgasm coming too. So he picked up the pace as much as he still could, and was delighted to hear her somehow moan even more under him in response.

“Almost… There…” he huffed. With a few more frantic thrusts he hit his peak and exploded inside her. Flared and shoved as far into her as he could get, he felt his cum splatter against her walls and try desperately to find a way out around his shaft. Some of it managed to escape out of her, but most of it took the easy route and went right into her waiting womb…

Fluttershy was melting, that was all she could think or feel. Something hot hit her insides and now pure heat was filling her body and melting it away… And she couldn’t be happier, even as her vision went white at the edges she was too blissed out to care.

Alexander noticed Fluttershy’s forelegs flop to his sides, no longer holding on to him. One look at her face was all he needed to figure out what had happened.

“Oops,” was all he could think to say as he looked down at the knocked-out pegasus. “I… guess that was a bit too much for her,” he said to himself, and with a half-hearted laugh continued, “Guess the only thing to do now is get you cleaned up…”

He put one of his forelegs under her, cradling her body to his as he rose up on his remaining legs, his penis still lodged firmly in her as cum dripped out onto the bed. “…This is going to be an awkward and messy walk to the shower, isn’t it?” he asked nopony but himself.

Alexander slowly shuffled himself and his lover off of the bed, careful not to slip or jostle her too much, which wasn’t too hard since she was so light to him. But there were some problems as he started to move for the door; for one, they were leaving a nice trail of cum across the room, and for two, she was unconsciously clenching on him with every step. The first problem was just a matter of cleaning, but the second might become an issue…

As he got into the hall that clenching was really starting to get to him, he was starting to want to just hold her body up and fuck her again right there in the hall… But that wouldn’t be very satisfying; not for him, and certainly not for her. So he just grit his teeth and kept going for the bathroom, it wasn’t that far.

Finally in the bathroom Alexander made his way into the shower, and after closing the door behind them he took a moment to catch his breath. Fluttershy’s body seemed determined to tempt him into giving it another round of pleasure, but Alexander did his best to focus on the task at hand and moved his free forehoof to turn on the water.

The shower burst to life, spraying cold water over him and almost making him slip from the sudden shock. At least it helped with his arousal problem, but wasn’t overly appreciated nonetheless. He quickly turned the knob to hot and was immediately thankful to feel warm water start to hit him instead.

“That’s a bit better, now I can finally fix you up,” he said to Fluttershy, not that she could hear him. Alexander moved back some so the water could hit them both better and then sat down in the shower, making sure that the drain was under them when he did.

“OK, now to get to work…” he said as he started to pull Fluttershy off of his shaft. She groaned a little as he slowly dragged himself free of her, her inner walls gripping at him as he lifted her up. He had to resist the urge to slam her back down once he got to his tip, instead he used a final tug to get his tip out and was rewarded with a small waterfall of white pouring free from her still winking pussy.

“Well, that’s a sight…” he trailed off as her stared for awhile, his cock standing at attention and practically begging to be put back in. Alexander swallowed his lust, “No no, have to clean her, not make more of a mess. That’s right.”

He sat her down in the shower, but made sure to keep her head up as her started to rinse and scrub her hind legs free of their morning exercise. After the legs were done he checked over her breasts and finally the folds of her pussy, she didn’t seem to mind the attention, making soft sounds in her sleep as he caressed her body.

Oddly, there wasn’t actually that much cum to clean off of her. “Huh, where did it all go? Did we leave most of it in the hall?” he asked himself. As he moved his cleaning higher up her body he found out the answer…

Fluttershy now had a noticeable bulge in her gut, which could only be one thing. Alexander just focused on it for a moment, wondering what he was going to say to her when she woke up. “I guess we’ll cross that bridge when we get there,” he said as he went back to cleaning her, making sure not to disturb the bump too much.

After a thorough cleaning, Alexander looked her over once more and decided that she was as clean as he could get her. The only thing left to do now was wait for her to wake back up.

Deciding that having water smacking her in the head would be disorienting when she woke up, Alexander repositioned them so that the shower was hitting him in the back and Fluttershy was snug in his embrace. “There, that should be better.” he said as he rested his head on hers and waited…

Fluttershy woke up for the second time today and was greeted with warmth and steam. Her mane was in the way of one of her eyes, so she lifted one of her fore hooves up to move it, but stopped midway. As she stared at her own hoof she noticed that the coat was wet, and then she noticed that the mane in her eye was wet, and then she finally realized, she was in a shower.

“W-what happened?” she said groggily.

“You OK?” came Alexander’s voice from behind her.

She realized he must have been propping her up in the shower. She turned to look at him, and giggled when she caught sight of him.

“What?” was all he could say from behind his drenched mane, which was completely covering his eyes.

Fluttershy couldn’t help but keep giggling softly; it wasn’t just his mane, because Alexander apparently had a thick coat, which wasn’t very noticeable when he was dry, but now? Drenched from head to hoof, he looked less like a handsome stallion, and more like a giant wet mop!

“What?!” Alexander said again as he moved some of his mane from one of his eyes to look at her, but he was starting to laugh a little too.

“You look so silly!” she said through a giggle. “I was just surprised is all.”

“Oh is that all? Well, I’m glad I could get you laughing, even if it’s at something silly.” He said with a mirth-filled grin. He didn’t mind; he knew what he looked like in the shower after all.

She laughed again and Alexander laughed with her.

After the moment had passed, Fluttershy asked again, “What happened? Why are we in your shower?”

“That would be my fault, I uh, knocked you out it seems,” he said plainly.

“OH! So this morning… That all happened?” she said, almost in disbelief of her own memory. Did I really do that?

“Um, yeah?” Alexander replied. Does she… really not remember?

Fluttershy didn’t reply, she just stared at him as her face and head flushed red. He could almost see the steam it was adding to the shower.

Alexander raised one of his eyebrows at her reaction, and wondered if he should still be worried about her.

Eventually, Fluttershy got back some of her composure and brought her forehooves up to shield her face in embarrassment. “I’m sooo sorry! I-I should have woke you up first before doing that!”

“Pffft, do you honestly think I mind that my lover wanted some early morning sex and got started without me?”

“N-no, I guess not. I’ve just never done that before and… I’m a little embarrassed that I got so carried away with it,” she said.

“Well don’t be, that was easily the best thing I have ever woken up to.” He brought one of his hooves up to hold her just under her chin.

“Really?” she said, a tremble in her voice.

“Really, in fact, you can do that whenever you want,” he said as he brought her closer for a tender kiss.

After a long moment Alexander broke the kiss to say, “Just remember what happens to naughty ponies.”

That got Fluttershy laughing again, pausing just long enough to say “Alexander!” in disbelief. They had both become so forward with each other after just a day as lovers. But it was kind of refreshing. She had somepony she could trust with her body in the most intimate way now, somehow that lifted a weight from her she didn’t even know she had, and she was happier for it.

“Oh, so, do you want to keep showering? Maybe some preening?” Alexander asked.

“Oh right! Is there anything left to clean up?” She looked herself over. She seemed to be completely clean; either Alexander had done a good job tending to her while she was out or they had simply been under the water that long that she couldn’t really find anything.

“Uh, well, everything on the outside should be clean,” he said.

“Huh?” she said. What does that mean?

Alexander just lifted one of his hooves and gently poked her in her belly, right where her womb would be…

“AH!” she gasped when she noticed what he meant. She now had a noticeable pudge in her gut. She was almost afraid to touch it herself, but when she did, she could actually feel his cum packed into her now very swollen womb. If this was estrus season she’d be a mother for sure with this much in her.

“Is, is this OK?” she said with wide eyes.

“Sure, it should all dissolve and get absorbed after a couple of days,” he said matter-of-factly.

She looked up at him with those wide eyes. “Days?” she said, stunned.

That was probably too blunt… “Um, yeah, sperm can survive nearly a week in the womb,” he said with a little more care.

Fluttershy’s face was starting to flush red again. She was going to have to walk around with Alexander’s cum in her, for nearly a week, and the strangest part? She wasn’t sure if she was embarrassed, or excited by that thought.

“R-right, well, if there’s nothing we can do about it, then I guess we’re done showering.” She tried to laugh to get it off of her mind.

Alexander nodded and turned off the shower before opening the door. He made sure to help her to her hooves as they left the shower and grabbed the nearby towels.

After drying off well enough Alexander asked, “Hey, you want to stay for breakfast? I can cook us something.”

Fluttershy barely heard him; she was too busy looking at her side view in the mirror. You could definitely see it; just below her bottom ribs there was a telltale bump in her belly. It wasn’t huge, but you could definitely see it if you looked.

“Fluttershy?”

Fluttershy spun around. “Huh? Breakfast? Oh, I would love to, but I have to check in on my animals. I’m sorry…”

“It’s OK; I know how much you care about your animals. I can make you breakfast some other time.” He leaned in to kiss her on the cheek, getting a cute smile in return. “And sorry about the bump,” he added coyly, which earned him a smack to the leg.

They finally left the bathroom, went back downstairs, and after some short but sweet goodbyes, went their separate ways, at least for now.

Strange Memories

As Alexander waved goodbye to Fluttershy he made a mental check list for the rest of the day. He had to clean up the mess they had made, had to recheck his medical supplies… and that was it actually.

There were no appointments scheduled for today; there rarely were. The work he did was, thankfully, rarely needed. That suited him fine, because he never really enjoyed the company of other ponies. That was for the best anyway, less chances for them to learn the truth about him. Correction, he never enjoyed the company of most ponies, but Fluttershy could visit all she wanted as far as he was concerned.

Before he started his tasks, he thought about making some of that breakfast he had offered to his love, but decided against it. He didn’t need to eat anyway, he just thought it would have been an enjoyable way to spend time with her, and to keep up his cooking skills.

He walked back upstairs to the living quarters of his clinic, all of the medical and therapy equipment was downstairs for easy access, which left this floor for him to take care of himself and the occasional guest. Honestly, he almost never had guests, but it was nice to have just in case.

Thinking of guests, the guest room he and Fluttershy used was his first stop. Suffice to say, it needed some work. For that matter, so did the hall outside of it, but might as well start at the source and work outward, he thought.

The bed was an absolute mess. He tore all the bedding off it and hauled it to the laundry room. Next, he scrubbed the bed frame and floor as best he could. Moving out into the hall he had to scrub away the trail they had left this morning.

He wondered for a moment if all this mess was worth it… yes, yes it was. For Fluttershy, a whole lot of things would be worth it. A strange thought to him. He had never gotten so hung up on somepony before, maybe, maybe he could even tell her the truth? “Ha! Not likely,” he said aloud. He would think about that later; he had work to do now.

He finished up the cleaning and moved on to double checking his supplies. It took about an hour or so to make sure everything was accounted for and in its proper place, but with that done he could finally get properly dressed.

He put on one of his vests and ties and retrieved his mirrored circular glasses from the guest room. Then, everything set and done, he sat himself behind the welcome desk on the first floor…

Now what? he thought. He could just sit there, shut his body part-way down and wait for something to happen. It would not be the first time he had done that, but he was a little too energetic right now. He wanted to do something.

“Hmm…” I don’t have any appointments to attend to. I could go work on something downstairs. Haven’t done that in a while.

His new course of action decided, he got up from his position at the welcome desk and made his way back to the most secluded corner of his clinic.

There was a wall here, it looked like any other in this part of the large house/clinic. White and sterile, just like the rest. Which is why it would have been so shocking if anypony ever saw Alexander reach out a forehoof to the wall, and a moment later, saw that wall fall away into the floor.

With the wall seemingly absorbed right down into the ground, there was now an opening large enough for a pony to step through into the darkness beyond, which is exactly what Alexander did, the missing wall rising up behind him to seal the opening.

In the darkness Alexander could feel the familiar ground beneath his hooves, and through the ground, the walls, the ceiling, and all the way down into his private basement, if you could even call this a basement…

Alexander willed the darkness away, or rather, he willed the lights spaced across the walls to light up. They looked like bulbs of bioluminescence imbedded, or growing, in the walls. Their light was soft, and if not for the environment they illuminated, would have been quite inviting.

Graying bone. The walls and floor and everything looked like it was made from a grayish almost metallic bone, like the shell of a great armored beast had been turned inside-out and made into a passageway into the earth. You could even feel a strange rhythmic pulsing through the entire passage if you tried.

It was anything but inviting. To a normal pony, at least.

Alexander walked down the stairway into the ground for a bit until he came out into the massive rectangular room that was under his home. There was nothing here but the walls and two huge support columns spaced out in the middle of the room. Oddly those columns looked less like standard pillars and more like actual spinal columns, curved shape and all. But they seemed to be doing the job they were made for.

Alexander kept moving, making his way to the center of what would be one of the back walls. When he reached his destination, he turned his back to the wall, stood up, and leaned back as if to sit in a chair. As he did a chair formed out of the ground itself and rose up to meet him, lifting him off his hind legs. At the same time a rectangular chunk of the floor in front of him lifted up and formed itself into a desk, which slid toward him once he was in the chair.

Now properly seated at his new desk, Alexander looked like a CEO in a particularly fucked-up part of Tartarus. Alexander himself didn’t mind the place though, in fact, he was quite relaxed here. And for good reason; he made the place after all, or would grew the place be the proper statement to use?

So now that he was here and settled in, what to do? There was so much to think about, so much had happened that Alexander was having trouble organizing his thoughts.

Well, serious business first I suppose. He held one of his forelegs over the desk. With a mental command one of the veins in that leg ripped itself free and purposefully sprayed some blood onto the desk before reknitting itself back into his leg. There was no wound left, not even a sign of blood.

As for the blood on the desk... If it had been normal blood it would have spread out and started coagulating. It wasn’t normal blood; Alexander was fairly sure no part of him was normal any more. Instead, the blood pulled itself together and formed a ball that somehow held its shape.

This actually bothered Alexander somewhat, and had been bothering him for a while now. He couldn’t tell if his body was gaining a form of sentience of its own, right down to his very blood, or if he was subconsciously influencing his own body, even when he didn’t mean to.

He ordered the blood to move. The blood broke from its ball-like shape and slithered from one end of the desk to the other, just as instructed.

In some ways it made sense. He didn’t want to waste the blood, so maybe it was just going off of that desire? Still, even if it dried out he could still reabsorb it, it wouldn’t make that much of a difference. So why was his body, or parts of it, seemingly functioning of their own accord without his direct command?

“Eh, no point in getting so worked up over it,” he said as he had the blood absorbed into the surface of the desk. “Still, I wish I knew what this meant.”

“Does this happen to everypony like me?” he mused. Ha! Everypony like me, he mocked his own word choice. As far as he knew there wasn’t anypony like him, not anymore.

Flesh-sculptors, that’s what they had called themselves. Or at least, that’s what the fragmented memories that would flash through his head said they called themselves.

The memories, that was a whole other problem all its own. For one, they weren’t his, of that he was certain. He had been born a normal Earth pony. This stuff with flesh crafting or shaping or sculpting or whatever it was didn’t start until he got his cutie mark. Since then he would keep getting these memories stuck in his head of things that had never happened to him. It was maddening when he was a colt. He thought he was going insane…

But that wasn’t the case. As Alexander got older and more comfortable with his… talent, he started to piece together these memories. There was meaning to them. They weren’t trying to tell him anything or something like that, not directly, but there was knowledge to be gained from understanding them. And what they told him, well, it wasn’t the prettiest picture, that was for sure.

The group of ponies that had developed this ability, they were not the nicest bunch around. In fact, Alexander was quite sure they were, or had become, outright villains by the end. You can’t do the kinds of things they had done in pursuit of this power and not be considered a villain, or worse…

Which was why Alexander was down here, in a hidden basement under a house at the edge of Ponyville. This way he could practice his talent and improve his body without anypony knowing, because Alexander was pretty sure nopony would take finding out what he could do very well. As a matter of fact, if the memories of what happened to the original users of this ability were true, then anypony finding out about him would likely result in the two sisters showing up on his doorstep and trying to banish him, turn him to stone, or worse.

Alexander decided to take a reprieve from that line of thought, removed his glasses, and promptly let his head fall face first into the desk with a nice resounding thud…

It really isn’t fair you know; this ability is useful, he thought. He knew he was right. Part of the reason he was such a good doctor was because of this talent of his. He could see and feel everything that was wrong with somepony if he was close enough, which made treatment so much more efficient. For Tartarus’ sake, he could even reattach limbs with ease if he could just use this power openly…

Alexander swung his head back up off the desk. “Enough! I came down here to do something! Not just overthink the same damn thing again!” he shouted at the walls. He was getting frustrated and needed to move on to a better subject.

Fluttershy. Now that was a better subject. Alexander put his glasses back on as he began to think. He was glad he had taken the chance with her that he did. He had always been a loner, so the idea of pursuing a mare was silly to him, but something about her had compelled him to do it anyway. He still hadn’t figured out what actually, now that he thought about. Hmm, that seemed like an interesting line of thought to go down.

With a thought, the desk in front of Alexander reformed into a pottery stand, the rest of it falling away into the floor. From the center of the stand, what looked like raw, red flesh bubbled up, forming into a solid chunk on top of the stand.

Alexander reached out with his forelegs and started molding the flesh like clay with his hooves. He could just touch it and think it into the shape he wanted, but it felt somehow relaxing to go back to basics, to back before he got better at his talent. Thus, he molded the flesh by hoof while he thought.

Where to start? It had taken so long for Fluttershy to open up to him, but wow, was it worth it. If yesterday and this morning were how they were going to start the next step in their relationship then it had been worth it and then some.

Alexander could still remember that first date, if you could even call it that. They were both quiet by nature, her even more so than him. So, they had barely said a word to each other the entire time, but he hadn’t minded it. He knew she was shy, right there in the name after all. But he had stuck with it, took her on more quiet dates, helped her with her animals, showed her around the clinic. He had never pushed her too hard, he had just waited till she got used to him, and eventually, she had started talking to him.

That’s when things really got started. Now that they could talk to each other, they finally got to know more about each other. They slowly learned each other’s likes and dislikes, he found out how much she loved and cared for her animals, and she found out he liked to cook as a hobby. That last part was useful; he got to spend more time with her and try out new recipes, and she would even bring him new ones to try from time to time. Fluttershy even told him about some of her adventures, and Alexander told her about his work. Honestly, her stories put what he could tell her to shame. How could one pegasus and her friends get into so many crazy adventures?

He was just some loner Earth pony that lived at the edge of town. He was lucky. He had to be. He looked good and could cook, so what? He couldn’t imagine that she couldn’t find better somewhere if she had actually tried, but he guessed that he was the first stallion to actually try approaching her. So he was lucky, that had to be it as far as he was concerned. It’s not like he could tell her about his actual talent, about what he could really do…

It was done, in the midst of his thoughts he had finished his little sculpture. He pulled his hooves back so he could get a good look at it, or rather, her. It was a tiny version of Fluttershy. She was sitting down with her eyes closed, her forehooves held together, and her wings open. She looked like an angel praying.

It was beautiful. Alexander held out a hoof to lift the sculpture’s head by the chin. Its head lifted with ease, and even held up by itself. Alexander had gone as far as giving his creation tiny bones so it could hold its form better. It really was a tiny marvel… but it wasn’t the same. It lacked the warmth and charm of the real thing. The kindness and inner strength the true Fluttershy had… was that it? Was that what was so special about her? Alexander didn’t know for sure, and would probably never figure it out. But that was fine. He could keep trying to find out, as long as she would let him be with her.

As for the fake Fluttershy before him… Alexander sighed and tapped it with his hoof, causing it to melt back into the raw flesh it had been and sink back into the stand, which itself sunk back into the floor.

Alexander leaned back in his chair and stared at the high ceiling. “I really need to get out more…”

A Lovely Picnic

About two weeks later, Fluttershy had just gotten back from another adventure and wanted to relax, so Alexander asked if she wanted to try having a picnic…

Fluttershy was trotting through the trees humming to herself as she looked for a nice spot for their quiet meal. She was thrilled. How could she ever repay his kindness?

Alexander followed not far behind, the picnic basket held firm in his mouth as he kept up a steady pace after Fluttershy.

“Thanks again for inviting me and making all the food, it feels like so long since I had a nice quiet picnic,” she said. He’s always so good to me… she thought.

Alexander mumbled something around the handle in his mouth before realizing she’d never understand him like this…

Fluttershy giggled at him. “Sorry, we can talk when we find a good spot.”

Alexander just nodded in affirmation this time.

As they made their way into a clearing, Fluttershy thought a spot by the edge of the trees would be great. It was close enough to have some shade from the treetops but open enough for a beautiful view of the clear sky. She waved Alexander over so they could start making the picnic area. She grabbed the red and white checkered blanket resting in the top of the basket and started unfolding it.

Alexander put the basket of food down and went over to help. Fluttershy had it mostly unfolded and just needed him to help spread it out over the soft grass. After that he went around the edges making sure that the blanket was perfectly spread out, or at least that’s what it looked like he was doing to Fluttershy. Really, he was ever so slightly altering the grass around the blanket’s edges so that they would release a scent to ward off ants and such. Don’t want any interruptions to this wonderful day after all, he thought.

“All set,” he said as he finished up.

“You really want to make sure everything’s perfect, don’t you?” she said.

“Well of course. If what little I’ve heard of your last adventure is true, then you’ve had quite the rough time lately. You deserve a nice break.” he said.

Fluttershy laughed nervously. She didn’t want to think about the whole ordeal with swamp fever and flash bees… “It wasn’t that big a deal. Everything turned out fine,” she said to reassure him… and herself.

“Hmm…” Alexander wasn’t convinced. For one he could see the remnants of the fever in her body, and for two he could see what that fever could have done to her if she hadn’t cured it. But he wasn’t about to push her on the subject. Best to drop it. “If you say so,” he told her.

Alexander started taking out the food and placing it on the blanket as Fluttershy got comfortable. He had not made anything too fancy; there was a variety of sandwiches for the main course, and multiple sweet treats to compliment them.

He had some apple turnovers, a tray of blondies, which were chocolate-chip like brownies that he was rather fond of, and pound-cake with jam… It was a lot of sugar, but nothing close to a batch of Pinkie’s cupcakes.

Oh, and tea and fruit juices for drinks. Can’t forget the drinks after all.

“All set!” he announced as he finished placing the food out.

Fluttershy smiled. “Yay! It all looks so tasty, thank you again. I wish I could do something for you...”

“Don’t worry about it. Now come on, let’s eat,” he said.

...What could I do for him? she thought.

They started with the plate of sandwiches, but it didn’t take long for them to start reaching for some of the sweets on display.

Alexander couldn’t help but take one of the blondies first. He’d loved eating them since the first day he encountered them. They were soft and cakey like a brownie but had a taste closer to a chocolate-chip cookie. It was a perfect mix as far as he was concerned.

Fluttershy had gone for one of the turnovers, and would take a bite out of it between bites of sandwich, the sweetness of the turnover complemented the savory flavor of the sandwich so well. But seeing Alexander’s enthusiasm for the blondies she was getting curious and soon found herself reaching for one.

“Oh! This is good! Where did you get the recipe?” she asked. She might want to make some of her own from time to time; they were that good.

“I had to remake the recipe myself actually.”

“Really? Nopony taught you or anything?” she said.

“Nope. I had them once when I was young and been a bit obsessed with them ever since. When I started learning how to cook, one of the first things I did was try to recreate them myself,” he said.

“Wow, you did a good job then. These would fit right in at a bakery.”

Alexander chuckled. “Thanks, it took a lot of messed up batches to get them just right. So I’m glad you like them, I’ll even give you the recipe when we get back,” he said.

“Yay!” she exclaimed quietly, which got Alexander to chuckle some more at her glee.

They went back to enjoying the food, and it wasn’t long till only the cake and jam was left. Alexander cut some slices off of the pound-cake for them both, while Fluttershy took the jar of jam and spread some of it on the slices. With them prepared, the two lifted up their slices and ate them together.

It was turning into such a great day. The weather was calm, they had a beautiful spot, and could just quietly enjoy each other's company as they ate. It was bliss.

The food done with, Alexander placed the plates and such off to the side by the basket. Then he got up and wandered over to Fluttershy’s edge of the blanket to lay down beside her.

She had turned a bit to stare off into the clearing and the forest beyond, so she was pleasantly surprised to feel him lay down right next to her. Their bodies close enough to touch, she could feel the warmth of his body and couldn’t help but lay her head on his shoulder as she continued to gaze out at the forest.

They stayed like that for a while, just enjoying the peace together…

Fluttershy was the first to stir, it had been almost two weeks since they last had some fun with each other, and she was starting to feel amorous.

“Alexander…” she said.

“Hmm? Yes?” he said as he looked toward her.

“Do you want to… um,” she blushed as she trailed off. “You know,” she giggled and tried to cover her blush with her forelegs.

Alexander did know. He could see her body heating up in anticipation in fact.

With a jovial tone. “Really? You want to do that out here? Right in the middle of the forest?” he said. “You are a naughty pony,” he added with a smirk.

That just made her giggle more as she rolled over so that her head fell onto his forelegs and stared up at him.

She spoke with a hint of sultry desire, “As long as it’s with you, I can be as naughty as I want.” She blushed even more as the words left her lips, but didn’t try and hide herself again. She knew exactly what she was doing, and what she wanted.

How such a sweet, shy mare could be so blatantly amorous like this escaped him. But Alexander didn’t mind. If his lover wanted some loving then he would provide and then some.

He cast off his glasses to the blanket and brought his head down so he could kiss her, which she returned gladly. After a long moment they broke the kiss and Alexander moved onto kissing at her neck, earning him some soft cooing sounds from her.

As he tended to her with his kisses he reached a forehoof across her body, caressing her with it as he made his way down to fondle her breasts. They were lovely little breasts that he thought complimented her petite body perfectly. There was a good reason she was a model once.

After playing with her nipples a bit he reached further down and cupped her pussy in his hoof. He could feel the heat coming off of it and the start of some moisture. She was already getting worked up and he had barely started with her.

He rubbed at her folds as he continued to kiss at her, causing her to moan in anticipation. She really wanted it and was just surrendering her body to him without a care.

Alexander was starting to get hard, his thick cock engorging fast and starting to rub roughly at the blanket under them. That didn’t feel very satisfying, so he rolled over himself, pulling Fluttershy closer to him as he started to spoon her body.

He had to stop kissing her for a moment as he readjusted himself. He used the forehoof he had been rubbing her with, which now had a nice coat of fem juices on it, and grabbed the top of his member.

He placed the tip against her puffy folds and started rubbing her, trying to lube himself up with her own wetness.

All of the attention was starting to get to her, she was breathing faster and her insides ached for attention. Her clit was winking out of her control again and she just wanted to feel him in her already.

“Ah… stop teasing me, and take me!” she pleaded.

Alexander heard her loud and clear. He made sure he was lined up just right and let go of his shaft. He held onto her midsection for a bit so he could get some traction, and then rocked his hips forward, hard. Slamming his cock-tip through her lower lips and burying almost half of himself in her all at once.

She yelped from the sudden intrusion into her body, more from surprise than pain. She was slick enough that being suddenly filled didn’t hurt, in fact it was exhilarating. The heat and pressure making her lust for more.

Alexander moved up so he could kiss at her neck and face again as he wrapped himself around her and started thrusting slowly.

She moaned as he worked up a nice rhythm, her inner walls hugging him tight as he pushed himself in further and further with each thrust.

When he got to his medial ring he paused, making her whine a bit, her clit winking for that hard ring. He pushed it through her slowly, forcing her open and crushing that waiting clit, grinding against it as he finally got in as far as he could go… or at least as far as he thought he could go without hurting her.

He started thrusting again, jamming his ring through her pussy with long hard thrusts, making her moan and writhe in his embrace.

She could feel everything, the heat and pulsing of his hard cock, her walls being spread wide and pounded in, her clit being smashed by his ring with every thrust. She was gushing and moaning hard now and he wasn’t even going fast yet… and somehow she wanted more. She wanted all of him in her, she knew he held back for her sake but she didn’t care. She wanted it.

“D-deeper…” she begged between moans.

Alexander kept up his moderate pace. “You can’t fit anymore, beautiful,” he told her.

“T-try, ah… please.”

He could see exactly how much she could take, so he could always stop before he actually hurt her… Eh, why not? he thought.

As he pulled back from his last thrust, he pushed back in even harder, slamming his tip into her cervix, forcing her to let out a deeper moan than before. He kept repeating this, slowly stretching her deeper and crushing her womb bit by bit.

She was a wreck now, her body quivering and shaking as it tried to make sense of the pleasure racing through it. Every time he slammed her she would shudder and gush around his thick dick, letting him slam her just a bit harder next time. Who knew rough sex felt so good? She was feeling a climax coming and couldn’t wait to feel it…

He couldn’t hilt himself, no matter how much she wanted it, it simply wouldn’t work. That he had gotten an extra inch or two into her was amazing enough. He decided to push her into orgasm with this much and started to speed up, using shorter faster thrusts to punish her clit.

She couldn’t take it anymore, when he sped up she started moaning and crying out so much she could barely breath. Her climax hit so hard the only reason she didn’t pass out was because of him slamming her so hard it was shocking her awake.

Her insides clenched down on him as hard as they could as she hit her peak, she even sprayed some juices out all over him. This added to his own coming orgasm, causing him to start frantically pumping into her even more.

As she rode out her prolonged climax Alexander hit his, he slowed considerably as his cock flared inside her and shot thick ropes of cum across her walls. She felt the sudden heat hit her insides and her eyes rolled up a little. She was panting and moaning with her tongue hanging out now, completely out of it as he pushed her past her peak and refused to let her back down.

Alexander tried to keep up his pace as much as he could, but he was huffing and grunting as he slowly lost speed. She was squeezing his cock too hard for him to maintain this for long. Still, he kept at it, rolling his hips to drag his swollen flare back and forth inside her…

Eventually, they both sort of collapsed. Fluttershy gasped for missing breath, and even Alexander was winded, forced to give himself a moment before starting back up again. But he did start up again. With long slow thrusts, he started to churn her insides up. Mixing his cum and hers together as he worked her up again.

Fluttershy was forced into low, almost groaning moans as he went back to pumping away at her. He was so dedicated to her satisfaction, it actually made her feel a little bad…

“I-I wish, haah… I could satisfy y-you, ahh… the way you satisfy me, unh…” she blurted out between moans.

Alexander was confused, he drew in some extra breath so he could tell her, “What are you talking about? You satisfy me plenty!”

Fluttershy gathered herself so she could speak, “I know, but you always make me climax first… and then you keep going too!” she paused, enjoying some of that extra work she just mentioned before continuing. “I, I want to be able to do this for you too. I want to make you cum this hard.”

Alexander laughed a little and slowed so he could just hold her tight. He was an Earth pony, and a well endowed one at that. Of course he would have an easier time getting her off. “It’s OK, I have some unfair advantages over you after all. But… if you really want to work me over sometime, we’ll just have to practice is all,” he told her.

“Practice?” she said.

“Yeah, a little bit of practice could really help if you’re that serious about this.”

She put on that look of determination she only had when she was extra serious. “...Okay, I want to practice, right now!”

Alexander was taken aback a bit, this seemed to mean more to her than he first guessed. “Alright, we can start now,” he said.

He slowly pulled her off of him, her pussy squelching as his cock pulled free. She already missed that fulfilling feeling of him inside her, but didn’t have to wait long to get it back. He rolled onto his back, pulling her with him until she was laying on his chest, and he slipped his cum soaked shaft right back into her.

She was almost straddling him again, just like that morning. But even with her on top now, he was firmly in control this time.

“Right, so first things first. Don’t worry so much about your endurance, that will grow naturally as you get used to me and we do this more often,” he told her.

She had to smile at that. More often huh? Sounds good to me… she thought, glad he was willing to indulge her so.

“Now if you really want to work me over, well, you’re going to have to use your inner muscles more,” he explained.

“Inner muscles?” She was confused. She had tried that during their first time, but he was so thick that she could barely squeeze him. What more could she do?

“Yeah, mares have great muscle control down there, but you only clench and squeeze at me. So we need to start there I think,” he said.

“Oh… so I can do more than that?”

“Yeah, try to roll your muscles up and down my shaft. Even if you can’t clench much tighter than you are, you should still be able to tug at me,” he instructed.

“O-okay, I’ll try,” she said. And try she did, it took a couple moments for her to move the muscles of her inner walls right. But when she figured out how to do it, she started trying to pull him up and down with them all at once.

Alexander could feel her slowly getting the hang of it. It was starting to feel like she was sucking on him with her pussy, and it was slowly working him up.

“Good, you’re doing good,” he huffed. “But you need to be able to do that while we are moving too. I’m going to bounce you a little, try to keep going.”

He placed his hooves on her hips, right over her cutie marks, and began pushing her back and forth on his pulsing rod.

Fluttershy did her best to keep up, she even tried to match her movements to his. Pushing at him with her muscles as he went in, and pulling at him as he went out. It felt great, it caused a more even friction between her pink walls and his red monster. She was already moaning again and everything.

Alexander was feeling it too. She was building him up much faster than when it was just him working her. They were going to drive each other crazy if this kept up.

“Going… to go… faster,” he forced out, trying to maintain his composure.

He bounced her faster, harder. Making her moan loudly, but she kept trying so hard to keep up this time.

“Fuck…” he said. She was really doing it. At this rate he’d cum much faster than usual… but that wasn’t so bad really. It meant he would just have to step up to do even better himself.

As they got near to their limits, Alexander suddenly stopped and held her down on his twitching cock. Causing Fluttershy to whimper, she was so close again, why did he stop?

“Listen… when it hits, don’t stop, keep going for as long as you can. That’s how you, how we, can cum as hard as possible.” he said.

She nodded and held herself to his chest, bracing for the ride to come.

He started back up, and this time went as fast and as hard as he could. Lifting her up and slamming her down as he bucked into her. They were breaking each other, Fluttershy bit her lip trying to hold on, and Alexander tightened his stomach to stave off his climax just a little longer.

It was too much, for either of them.

Fluttershy yelled out as pleasure rocked her body to its core, her wings spreading wide as she arched her back. She couldn’t keep up her contractions, but she was clenching like mad anyway.

Alexander wasn’t doing much better, he was gritting his teeth and trying his damnedest to keep slamming her. His dick was flared out again and pumping big spurts of cum into her. It was almost painful as his seed forced its way through his shaft to splatter against her walls.

They kept that up for a while, Fluttershy wailing away as he desperately tried to keep going for both of them.

Eventually Alexander couldn’t do it any longer, he slowed and finally stopped. Drawing in much needed breath as he looked over his efforts.

Fluttershy was destroyed. She was drooling on his chest with a contented look on her face. She wasn’t quite out, but she wasn’t all there either. She would twitch and moan a little from time to time and her packed pussy was quivering all over him, making him spurt little blobs of pre into her even now.

He let his head fall back and stared at the clear sky…

He could still out-endure her, for now, but with just a little prompting she was able to pleasure him nearly as much as he pleasured her. He was going to have to get better at this too then… or he could cheat and use his talent so he cold fuck her silly without fail, but that wouldn’t be very fair, would it?

“Well, either way, we should probably get home,” he said as he started nudging his lover.

“Huh?...” was the reply he got. She was still a bit out of it, but was starting to come around…

After they finally got up and separated from each other, which made for a nice mess, they slowly made their way back to Alexander’s house through the forest. They were both a bit sore after that, so they went at a nice leisurely pace for comfort’s sake. Thankfully, they didn’t have to worry too much about anypony spotting them like this… they hoped.

“So, what did you think of the picnic?” he asked along the way.

“Best. Picnic. Ever,” she replied. She sounded almost tipsy.

Huh, I wonder if ‘sex drunk’ is a thing. Oh well, he thought.

When they arrived at his home the first thing they did was get a nice long shower.

As she brushed her mane before bed, Fluttershy thought about her day. She had finally gotten to thank him properly… and learn how to keep thanking him even more in the future.

She giggled, I’m going to wreck him one day, just you wait.

Her brushing done, she joined her lover in the guest bed and they said their goodnights.

“Good night, handsome.”

“Good night, beautiful.”

Gossip

As morning rose Fluttershy set off into town, she was meeting her friends today and didn’t want to keep them waiting… which meant she couldn’t spend the morning with Alexander.

He said he didn’t mind, since he knew how important her friends were to her and could never hold them against her. She was grateful he was so understanding, now she just hoped she wasn’t too late for their meet-up…

In Ponyville, her five friends were gathered outside of a quaint deli waiting for her to arrive…

“Where is she? Not like Shy to keep us waiting,” Rainbow Dash said, already growing impatient with nothing to do. The blue pegasus was hovering lazily through the air around them, wondering what was taking their friend so long.

“Relax darling, she will be here. No need to worry,” Rarity said, trying to reassure her.

“Yeah, ah think she's been plenty busy lately, what with the swamp stuff and all. So we can give’er a break if she’s a little late,” Applejack said.

“If you say so… still want to know what she’s running around so much for,” Dash said.

Rarity smirked. “I think she’s been spending time with that new coltfriend of hers,” she said, wondering what the reaction would be.

“Oh… that guy. What was his name again?” Dash said. She had only seen the earth pony around once or twice, never even talked to him herself yet.

“Oh! That’s Alexander!” Pinkie Pie said.

It was no surprise that Pinkie knew the answer, she knew everypony in town, and was only too happy to talk about them, especially what kind of parties and such they liked.

“Alexander? What kind of name is that?” Dash said. She had never heard such a weird name for a pony, and she’d seen some weird stuff by this point. Mutant plants, changeling hives, and a draconequus for starters.

“Sounds fancy,” AJ said.

“Sounds distinguished,” Rarity said.

“Sounds funny to me!” Pinkie said, adding a giggle at the end.

“Alexander? Like the ancient warrior?” Twilight Sparkle interjected. She had been reading one of her books while waiting, but hearing such an old name sparked her interest.

“Huh? Ancient warrior? What you talking about Twilight?” Dash said. She might regret asking something that could get her a history lesson, but ancient warrior at least sounded like it could be interesting.

“Yeah, let me see if I have…” Twilight trailed off as she rummaged through her books.

“Here it is!” she said, pulling a book titled Greco-Pegasi History and Culture from her saddle bag.

“Oh here we go…” Dash said, regretting her question already.

“Ahem. Alexander Basileus was a pegasus general from back before the three pony tribes formed Equestria. He was known for his bravery, tactical genius, and his limitless drive to achieve his goals,” Twilight started, pausing only to see if the others were paying attention.

“Because of these traits he was both feared and respected by the other pony tribes, who he would often challenge and defeat for territory. Thus his name became synonymous with power and determination. However, it is also said that his drive was so great that once he set his sights on a goal nothing could deter him from it, for better or worse. In his last great campaign, meant to conquer all of Equestria before there even was an Equestria and bring it under Pegasi rule, Alexander Basileus exhausted himself and fell ill. He never recovered and passed away not long after, sparing the other tribes from his conquest,” Twilight finished.

The others just stared at her, trying to parse what she just told them.

“...Okaaaay, so if that’s where the name comes from, how does that make it any less weird? So he’s an Earth pony named after a Pegasus?” Dash said. Twilight’s history lesson only made her more confused.

“Well… it is a very old name. That kind of naming convention fell away by the time the three tribes joined together. So almost nopony has a name like that any more, even Celestia and Luna’s names are not as old as his,” Twilight said.

“Wait a sec, so y’all are telling me that a Pegasus wanted to conquer Equestria sooo much that it killed him? Ain’t that a bit… crazy?” AJ said.

“Yes, that does seem somewhat… excessive,” Rarity added.

As Fluttershy turned a corner to see where her friends had met, she overheard the tail end of their conversation. “What’s excessive?”

“Oh! I just got done explaining the origin of your, uh, coltfriend's name. It’s actually really interesting, want to hear it?” Twilight said.

“No!” Dash shouted. “I mean, just let her read it herself, no need to repeat it. Heh heh…”

Twilight looked disapprovingly at Rainbow, but conceded that it would be faster to just let Fluttershy read it herself and waved her over.

Fluttershy read the passages that Twilight pointed out. “Oh my… I had no idea.”

“So, Fluttershy dear, is he anything like that?” Rarity said. She was mostly teasing, surely nopony was quite like that in this day and age.

“Um, sort of,” Fluttershy said. That raised some eyebrows. “I mean, he doesn’t go out and conquer anything-” ...Unless I count? “-or something like that. But I think he’s smart and driven… I don’t think he’d drive himself to death though, he has more sense than that.” The thought of it was kind of disturbing to her, how could anypony be that obsessed?

“Heh, Alexander could totally be a warrior, all tough and stern. Hehehe,” Pinkie said, trying to break some of the tension that was building.

“Okay, seriously. Who is this guy you’ve been seeing? Except for you and Pinkie none of us know anything about him!” Dash said.

“It is kind of odd, I’ve only seen him once myself. Everything else I’ve heard from Pinkie…” Rarity said.

“Yeah, can’t say I’ve ever laid eyes on him myself come to think of it,” AJ said.

Fluttershy started to look nervous, Alexander was almost as antisocial as she was and she respected that and hadn’t pushed him to meet her friends. So without even realizing it she had basically been hiding him from them.

“Awww guys, what’s to know? Fluttershy and Alexander love each other and are happy together! So what’s with the third degree?” Pinkie said.

Fluttershy looked at her friend in shock and horror. The rest looked at Pinkie with a mix of confusion and curiosity, wondering if they had heard that right.

As far as any of them knew, Fluttershy had just been dating for a while, what was this talk of love all of a sudden?

“What?” Pinkie said. Completely oblivious, at least until she looked at Fluttershy’s expression. “Oh…” Pinkie popped up next to Fluttershy and whispered, “Was I supposed to keep that on the down low?”

Fluttershy just kept staring, only adding disbelief to her current expression.

“Wait, wait, wait. So is Fluttershy just dating this guy, or are you telling me she got laid?” Dash said. She had jumped right to the only logical conclusion she could think of for Pinkie’s statement.

“Rainbow Dash! That is no way…” Rarity started to reprimand Rainbow Dash for her lack of tact, but then she noticed that Fluttershy’s irises had shrunk to tiny dots and she was blushing so hard her whole head was red. “...Oh dear.”

Fluttershy shut down, she was not ready for this. Even as her friends collected themselves enough to start gently prodding her and trying to snap her out of it, Fluttershy stayed stunned from sheer embarrassment.

“Well, not going to get much out of her like this…” Rarity said.

“Shouldn’t be tryin’ to get anything out of her to begin with, or did you forget that lesson about gossip?” AJ said.

“I’m not trying to ask her about that or anything, I just want to know more about this stallion that swept our delicate Fluttershy off of her hooves…” Rarity said, having one of those fairytale moments of hers.

“Right, well I think we should leave well enough alone. It’s Shy’s business and nopony else's.”

“No way! I want to know what this guy’s deal is more than ever! Pinkie!” Dash said.

“Eep! W-what?” Pinkie said. She felt soooo bad for spilling that they were in love, and to have Dashie guess something so embarrassing from it too. Would Fluttershy ever forgive her?

“Hold on,” Twilight said, trying to stop this from getting too far out of hoof. “We shouldn’t pry into our friends personal lives, that’s not the right thing to do…”

Pinkie breathed a sigh of relief after hearing that.

“However…” Twilight started, making Pinkie gulp. “...We do have the right to know at least a little about this Alexander. So Pinkie, if you would like to tell us some about him it would be appreciated. Nothing too personal though, just the basics, OK?”

Pinkie sighed again. “Okie dokie, where should I start?”

The others were now listening with rapt attention. Even AJ found herself wondering, despite not quite agreeing with this.

“How about from the beginning? When did you and Fluttershy meet him?” Twilight said.

“Oh! That was my first day in Ponyville!” Pinkie said.

“Wait… first day?” Twilight said.

“Yeah! I was going around town meeting everypony! Learning their names and birthdays and having so much fun!” she said.

“Pinkie…” Twilight said. She was trying to stop her before it was too late, but it was no use…

“I got done meeting everypony, or at least I thought I did! But then the last pony I talked to remembered the Doctor that lived at the edge of town! So I rushed off to meet them! And then I rushed back because I had no idea where they lived and needed directions! Then I rushed off to meet them! And when I got there I bounced into the door and said ‘Hi! I’m Pinkie Pie, what’s your name?’ and then, and then…” Pinkie rambled.

Pinkie actually stopped by herself, and seemed to be thinking, which surprised her friends.

“He looked really surprised, and… kind of sad?” she said. “Why would he be sad? I never figured that out.”

Fluttershy came to during Pinkie’s story. “I know why,” she said. She had asked him how he met Pinkie once…

“You do? What was it? Why was he sad?” Pinkie said.

“...I’m not sure I should say,” she said.

“Is it personal?” Twilight said.

“Kind of… I don’t think he’d be angry if I told anypony. If Pinkie asked him he’d tell her himself,” she said.

“OK, in that case, you can tell us if you want,” Twilight said.

“...Pinkie,” Fluttershy said.

“Yeah?” Pinkie said.

“You remind him of his mother. That’s why he was sad when he first saw you,” she said.

“Huh? Why would that make him sa-” Pinkie stopped, it clicked in her head, and she deflated a little. “Oh...”

“But, he says seeing you now cheers him up a little. Even if he doesn’t show it,” Fluttershy said. She smiled at Pinkie, and Pinkie puffed right back up and hugged her friend.

“Aw thanks! I’m glad you’re not mad at me,” Pinkie said.

“Hold up, I’m glad you two ain’t angry or nothin’, but some of this don’t add up…” AJ said.

“Huh?” the others said, except for Twilight, who seemed to have picked up on the same thing AJ had.

“Pinkie, if you met him as a filly when you first got to Ponyville, and he was already a doctor. How old is he?” Twilight said.

“Oh… I have no idea! He won’t tell me, so I just keep putting random candles on his birthday cakes,” Pinkie said.

The others stared, that was definitely odd.

“Fluttershy, how about you? Has he told you anything?” Twilight said.

“Um, I never asked him… I never even thought about it, he doesn’t look much older than us,” Fluttershy said. He really didn’t, but if Pinkie’s story was true, then he had to be older than them.

“...OK, he probably doesn’t like talking about it is all. And besides, he would only be in his 30s or 40s. If he is a doctor then he would likely be in his late 20s or early 30s by the time he finished med school after all. And if he met Pinkie when she was still a filly, then he would have to be in his late 30s or early 40s by now,” Twilight said.

“...He doesn’t look 40,” Fluttershy said. She had never thought about the fact that Alexander must be older than her… Does that even matter? She would have to ask him sometime.

“Well, it’s not really important, so let’s get back to the main topic. Fluttershy, when did you meet him?” Twilight said. The others didn’t really agree that it wasn’t important, but didn’t make a fuss.

“Oh, Pinkie took me with her when she was checking up on him once… that’s all,” she said.

“...That’s it?“ the others said in unison.

“Come on! You’re telling me all this started cause you tagged along with Pinkie one day? What?” Dash said.

“Um, yeah. He must have liked me or something, because he invited me to share lunch with him a couple days later,” she said.

“And you went with him?” Rarity said. It seemed unlike Fluttershy to go with somepony she barely knew.

“I… didn’t want to be rude, that’s all. He seemed sincere, and he didn’t mind that I barely talked. He just wanted to get to know me is all…” she said.

“Well then, speaking of getting to know somepony… Let’s meet him!” Rarity said.

“What?” the others said.

“Yes! We have more questions than answers right now, so why not get those answers straight from the source and meet him ourselves?” Rarity said.

“That’s… not a bad idea actually. No better way to get to know a pony then ta meet ‘em after all,” AJ said.

“I think that’s up to Fluttershy and her friend. What do you say? Can we meet him?” Twilight said. She smiled at Fluttershy, doing her best to put her at ease.

“I don’t know, he’s not very social… It might bother him, but… I’ll see. I do want him to meet you all too,” Fluttershy said.

“Great! We can finally meet this mysterious stallion of yours, won’t that be just wonderful?” Rarity said.

“Whatever, I’ll just be glad to know what his deal is, finally!” Dash said.

“OK, then it’s settled, we’ll all mark a day to meet Alexander.”

Far away at the edge of town, Alexander had a sudden sense of foreboding, “Huh, I wonder what that’s about?” He said, looking around his home for signs of disturbance. “Hmm… guess it was nothing.”

Alexander went back to his studying, none the wiser…

A Proposition

Alexander’s front door opened, and to his surprise, it was Fluttershy.

“Hey, Fluttershy. Didn't expect you back here today, how was your get-together?” he said.

“Oh, it went, uh, great. We talked a lot, did you know Twilight is going on a cruise?” she replied. It was really incredibly embarrassing, but she couldn’t tell him that part and tried to talk about some other part.

“No, I did not…” he said. Something was off, Fluttershy was nervous, his modified senses let him see her heart beating faster and her body reacting to her mental state. “Well, don’t just stand in the doorway. Come in and warm up. I’ll even make something for dinner if you want.”

“T-that’s okay, we had a big lunch. But thank you for offering,” she said. She was having trouble keeping her composure. Just ask him. “I, uh, wanted to talk to you. If you don’t mind.”

“...Why would I mind talking to you? Is everything OK?” he said. Alexander knew something was off now. They had gotten over the awkward talking stage of their relationship already, so her struggling to talk to him was a big red flag something was up.

Fluttershy was crashing and burning, she couldn’t keep herself calm enough to ask him outright, she just couldn’t. “S-sorry, that’s not what I meant. Can we… relax together?” What am I saying? He’s going to think I just want sex or something… She blushed from the thought. It wasn’t how their relationship usually worked. But wait, could that help? I shouldn’t… but he’ll be more relaxed and I can ask him then.

Alexander wasn’t buying it. For a moment he dropped his warm expression, going into the default detached professional one that he always had around others. “You are free to spend your time here however you wish.”

“O-okay, yeah, can we… go upstairs?” she said, not fully picking up on his shift in tone.

“Sure...” he said.

He started leading her up the stairs like she wanted, he didn’t want to push her too much on… whatever it was, but this was worrying him. He wished she’d just talk to him about it.

Okay, this is the plan. Calm down, have some, uh, sex, and when he is nice and relaxed I can ask him. No problem, she thought as she followed him.

“Here we are,” he said, snapping her out of her thoughts. They’d reached the guest room already.

“Oh, um, I guess I’ll get ready then,” she said.

Fluttershy moved toward the bed and put her forelegs up on it… this seemed oddly familiar, but she payed it no mind.

Alexander on the other hoof, did notice the similarity to their first night… except it was somehow more awkward. That was it, he was going to get her to talk. That was what he decided, but first…

He took of his glasses, vest and tie. Then he moved to mount Fluttershy. Usually he prefered seeing her face to face, or at least being in a more personal position with her. But he would be able to exert more control like this, so he went along with it.

As he climbed on top of her he caressed her back and wings with his forehooves, he wanted to ease her body, at least a little. She was so tense, whatever was bothering her was really getting to her.

Feeling him mount her and massaging her back and wings pulled her from her thoughts again. It felt nice, but something was off too. He didn’t seem very excited. Maybe this was a bad idea?

This whole thing was a mess, neither of them were very into it at the moment. Alexander had to order his penis to get hard so he could continue on with this little farce, hopefully it went better once they started… and once he got some answers.

He lined himself up to penetrate her, but immediately noticed a problem. She was barely wet, if he tried with her this dry they'd both be in pain. So he started rubbing at her with one of his hooves, she barely responded to it, but it was working a little.

“You’re really tense, is everything really OK?” he said.

“Y-yeah, it’s fine, just keep rubbing,” she said.

He’s getting worried… or is he getting suspicious? It’s not good either way… she thought.

Well, so much for that attempt, he thought. He was hoping she’d talk to him, but it looked like he was going to have to be a bit more forceful about it.

She was worked up enough now that he should be able to get in there without causing too much pain. Best to take it slow just in case.

He lined up again and pressed his tip against her entrance, she was used to taking him now, so it didn’t have as much trouble stretching open for him. But it was still tight, and the lack of lubrication meant it was a slow grind to get even the tip in…

Fluttershy bit her lip, the rough penetration was giving her flashbacks to her bad attempt at riding Alexander that one morning. It was pinching and stinging on the way in, her inner walls gripping too hard for any pleasure to really build up.

He didn’t bother going all the way in, he needed her to be slicker before he really started, so there was no point. Instead, he pulled out and started popping his tip in and out of her, stimulating her clit with it.

That worked better, she was starting to moan softly now, and she was getting wetter. So he gave a proper thrust to test her out, and got a small yell in return. Her insides were still gripping to tight, but she was slick enough to get into, just had to do it softly.

Alexander rocked his body slowly, working his shaft a little deeper each time. She was starting to enjoy it, her breathing settling as she relaxed, and she stopped gripping him as hard, letting him reach her depths easier.

Now that they were getting a good rhythm going, he said, “So what did you want to talk about anyway?”

Fluttershy went right back to gripping him too hard. It felt like she was trying to crush him, and he couldn’t thrust anymore without risk of hurting her, confirming for Alexander that it was this that was causing her odd behavior.

“I-it’s nothing rea-” she didn’t get to finish. Alexander shoved himself into her as far as he could go, past his medial ring and everything. Then he pressed his body down on her, forcing her into the bed and pinning her to it…

“Fluttershy…” he said.

Yeah, this was a bad idea… She murmured under him, she knew how frustrated she must be making him, but she wasn’t expecting this…

His voice was surprisingly calm. “I know you are nervous about something, which is why I want you to just tell me about it so we can actually enjoy this together, OK?”

She hesitated under him… What if he doesn’t want to meet my friends? He doesn’t mind Pinkie, but that’s because of who she reminds him of. What if he doesn’t get along with the rest of them?

But she realized doing it this way was only making it worse. If she dragged it out like this any longer he might actually get angry with her.

“Okay… my friends want to meet you, and I’m supposed to convince you to go along with it…” she said.

“Oh, is that all? Why were you worried about such a simple thing?” he said.

“S-so you don’t mind meeting them with me?” she said.

Alexander didn’t mince words, “Of course I mind, but if it’s important to you I can do it anyway.”

Fluttershy sighed in relief. She had expected his reservations, but she should have just told him anyway. She’d been so worried about his response that she’d ended up leading him on instead. This whole thing had been so awkward…

Alexander leaned over her head and gave her an upside down kiss…

That got her attention, she lifted her head so they could share the kiss more easily, their tongues meeting together as it deepened. After they were done Fluttershy felt a bit better.

“...Thank you,” she said.

“You looked like you could use some cheering up,” he replied. “Now, where were we?” He lifted himself off of her and started thrusting again.

She let out some surprised moans, but she didn’t mind. Now that she wasn’t so worried she could actually concentrate on the sex. The first thing she did was start working him, tugging and pushing at his cock with her inner walls in time with his thrusts, her pussy squelching more loudly as it gripped him.

Now we’re getting somewhere, he thought. He started using big, deep thrusts, making sure to give her clit the attention it always craved with his medial ring.

She was starting to moan more deeply and gasp in excitement as he pushed into her, his tip dragging roughly across her walls till it met her womb.

She wanted to give as good as she got and started humping back, pushing her body toward him as he thrusted.

He was impressed. She really wanted to keep up with him… Guess I’ll have to step it up then.

He started thrusting harder, making her gasp and writhe as he slammed into her. He was actually lifting her off of her hind legs with some of these thrusts, Fluttershy moaning loudly when he did.

...That actually gave him an idea.

Fluttershy found herself being pushed forward onto the bed, with her hindquarters being hiked into the air so she couldn’t touch the floor with her back hooves.

When she looked back to see what Alexander was trying to do, she saw him placing one of his hind-legs up on the bed, giving him a higher, and sharper, angle to thrust into her with.

He locked eyes with her as she looked back at him, and with a knowing smirk, slammed himself into her.

She screamed out in ecstasy and her pussy gushed all over his shaft. The new angle caused his thick dick to grind even harder against her clit, and his tip to almost painfully drag through her insides. She wasn’t ready for this new kind of pleasure.

He kept thrusting in this new position, watching her moan wildly into the bed. Her wings snapped open under him, and her dangling hind-legs twitched in satisfaction and kicked at the bedside.

She struggled to keep up her part, but every thrust made her body lock up on her. She tried to at least clench on him, but even that was difficult with the quickly building pressure in her gut.

He was doing a bit better, the angle was keeping him from going too fast, so he had time to adjust to the feeling of it. But he could feel a pressure building slowly anyway, and he wanted to push her over the edge first.

So without warning he sped up, shaking the bed with the new speed and force. Fluttershy could barely take it, she was digging into the bed with her forehooves, trying to stand her ground and push back as the bed creaked under them. But his response was to punish her clit with his ring even more, which was more than she could take…

She cried out as the sensation hit her, her body quivering as pleasure shot through her in waves. Her tongue lolled out as she moaned through her climax, her pussy clenching and gushing as he kept pounding her into bliss.

He was really starting to feel it now, she was tightening on him even as she was getting wetter, the combination of sensations driving him to his own climax. He did his best to keep going as he flared, his cock pulsing as it sprayed cum across her walls.

She felt that wonderful heat again, her insides plastered with his seed. It was filling her, trying to find its way into her deepest places. With her ass in the air it couldn’t escape either, not without overflowing first. So she writhed there on the bed, feeling it slowly flood her…

He slowed as he dragged his flare back and forth, but didn’t stop, he should be able to keep going like this. She hadn’t overwhelmed him this time, so he had stamina to spare.

Fluttershy panted and moaned on the bed, she was slowly coming down from her ogasmic high, but Alexander was doing his part to keep her up there for as long as possible. His slower thrusting keeping her pleasure going without over-stimulating her to unconsciousness.

When she finally caught her breath enough to speak, she said, “That... hah, was a… ahh, great idea,” with her face still buried into the sheets.

“Thanks, I try,” he said, nonchalant.

She giggled between moans. “Anymore... Ideas?” she asked, before blissfully giggling into the bed again.

She was kidding, but she suddenly found herself being hefted into the air. Alexander lifted her off the bed entirely, flipping her body upwards as he stood up on his hind-legs. Her back now against his chest, he gripped the knees of her own back legs and held them up, pressing her into him.

“Whoa, what are you doing? Is this… a new position?” she said. She was mildly startled, but he seemed to have good balance, and could hold her up easily.

His breath hit her neck as he said, “Not just that…” He started walking on his hind legs to a different part of the room, the part with the mirror…

When her eyes caught their reflection in the mirror she almost gasped. She knew how much he was stretching her, she could feel it after all, but being able to see it so clearly… she was enthralled by the reflection.

She could see everything in this position. His thick red cock, the lips of her pussy spread tight around it, her clit winking with excitement. It was a sight to behold, and it made her face red with excitement and a tinge of embarrassment. It was so… lewd.

He started to lift her up slowly, dragging himself out of her inch by inch. Her eyes widened at the sight, his shaft pulled at her insides, exposing some of her pink inner lips, his ring catching on her clit, pulling it out into the open. The rest gliding out of her so smoothly it sent a shiver up her back, until finally, his tip pulled at her entrance.

All she could do was stare at it in the mirror, it was so big compared to her, she could see how much it stretched her… and wondered how she took it, and if she could somehow take even more.

She watched his cum leak out of her and dribble down his shaft, it reached all the way down to the unclaimed part of his cock she couldn’t take, and dripped off of his balls onto the wooden floor below… and then she felt her body drop.

His shaft vanished into her in an instant as he slammed her down, going right past the ring and pressing his tip hard against her womb. She cried out from the sudden jolt of pleasure, but tried to keep her eyes open.

“Again…” she said, her voice quiet, and enraptured.

“Of course,” he said.

He lifted her up and down, slowly, methodically, with big strokes so she could see everything.

She moaned softly, and her wings fluttered. But all she cared about was the vision in the mirror. She could see her belly lightly rise and fall with his penetrations, he was forcing her insides to make way for him, and the thought drove her crazy. That he could fill her so… what would it look like if he was even bigger? Thicker? Would she bulge around his girth? Was that even possible?

She came to her senses just enough to realize she wasn’t helping. That wouldn’t do. She started squeezing him, pulling, tugging and pushing at him, anything to enhance their pleasure together. He took it as a sign to pick up the pace.

She was really bouncing now, her whole body being tossed up and down on his wonderful cock. Her tongue lolled, and she moaned freely without a care. All the while keeping her eyes on the mirror. She was making a mess, with every bounce she seemed to gush on him in appreciation of his efforts. It was starting to form a nice wet spot on the floor, and it was only going to get bigger if they kept this up…

It felt like he had been doing this for an eternity, just rhythmically bouncing her on his shaft. Her voice echoed off of the walls, driving him on and on. Until he felt it again, that tell-tale feeling before the peak. All it did was spur him on harder…

She was lost in a haze, she could feel her body heating up, burning even. She was reaching another climax… she almost didn’t want it, she wanted to watch him work her body forever. But it wasn’t to be. As her back arched, and her voice left her in a breathless moan, she tried as hard as she could to keep watching… and then she saw it. He flared inside her, and it pushed out her belly, which rippled up and down as he continued bouncing her. It was beautiful, the sight of it combined with the heat of more cum drove her right into a secondary orgasm on top of the first.

Her vision blurring and unable to resist any longer her head tilted back, finally taking her eyes off the mirror…

Alexander grunted, he was spent. His forelimbs ached, his cock was giving its all and then some, painting her inner walls white and sloshing cum all over the floor. He had to stop. Slamming her down one last time, he felt some final spurts from his member, and then it was over. Nothing left to do but shuffle over to the bed and collapse…

Once they hit the bed, he let go of her hind-legs and wrapped his forelegs around her midsection. Her body was still twitching, and her pussy still clenching, making him huff from the pleasure it brought. At least he was still conscious. She was out, her breathing ragged as her body tried to catch up on lost breath. But soon, her breathing calmed, and he embraced her tightly as he thought about what she had asked. It would be a chore, that much was certain… but she was worth it. That was his last thought before nodding off, his cock still buried inside her.

The Meetup

So here it was, the day of reckoning… not really, Alexander was just meeting Fluttershy’s friends, but it had a weight to it he wasn’t expecting. He had to admit to himself that it was stressing him out a little. He didn’t want to make a bad first impression, but he wasn’t exactly the warmest pony around, so he had no idea how this would go…

Rarity heard a knock at her door. “Oh, that must be them,” she said, giving herself a once-over in the mirror before trotting to the door.

She opened the door and took in the sight of the two ponies on the other side. There was Fluttershy, looking a little nervous, and next to her must be…

“Alexander, I presume?” she said. He was a somewhat tall earth pony stallion with a white coat and black mane, wearing a silver vest and tie to match his silver hooves. It wasn’t the doctor clothes she was expecting. Oh, and his glasses, he wore round silver mirrored glasses. Overall, he had a distinguished, almost imposing presence.

“Indeed. It is nice to finally meet you,” he said, bowing his head to her.

Hmm, polite, if a bit stiff. At least he’s not hard on the eyes, Rarity thought.

“Well it is nice to finally meet you. Come in, come in. We can talk better inside,” she said. She was a bit excited, this was Fluttershy’s coltfriend after all, the stallion that had swept her off of her hooves. She was so curious to find out more about him.

They made their way to a fancy table in the back room, and after sitting down, Rarity asked “Care for some tea?”

“If it is no trouble, thank you,” he replied, Fluttershy nodding yes in kind.

“No trouble at all!” Rarity said. She went to her little kitchen to retrieve the tea she had prepared for their little gathering.

While Rarity was getting the tea, Alexander asked a question while he still could, “So, I’ve heard stories about your friends, and not just from you. But level with me, what should I really be expecting?”

“Umm, well, Rarity is classy, dramatic, and a bit sensitive,” Fluttershy said, trying her best to give a clear answer. Rarity was a hard pony to summarize. “...And she is going to want to dress you up if she likes you.”

His eye twitched a little. “Of course.”

She laughed awkwardly. “It’ll be fine.”

After Rarity returned with the tea, and all were served and comfortable, she decided to get the conversation going. “So, where to start? I can’t say I’ve heard much about you.”

“I tend to keep to myself, so that is no surprise to me,” he said.

“Really? But you went out to court Fluttershy it seems,” she said. If he prefers to keep to himself, then why would he break that habit for Fluttershy?

“Well, you got me there. It’s not something I usually do, but… I guess this was a special case,” he said.

Rarity’s eyes lit up, she was imagining a fanciful scenario in her mind, and couldn’t help but blurt it out. “Did you fall in love at first sight?”

Fluttershy blushed, she never really thought about that. Is that the reason he’d pursued her in the beginning?

“I’m… not sure,” he said. I guess that would make sense though, he thought. “All I know is, there was something compelling about her when we first met, and I couldn’t get her out of my mind since.”

Rarity was almost giddy now. “You did fall in love at first sight! That is simply adorable!”

Alexander chuckled a little. “If you say so,” he said. I thought I was being silly, asking a mare I barely knew out. Still think it was crazy…

He was pensive. She seemed to care more about the romanticism of their relationship than the reality of it. How was he supposed to deal with this? It was getting silly.

He looked sideways out of his glasses at Fluttershy without turning his head, hoping she’d notice and Rarity wouldn’t. Thankfully, Fluttershy did notice.

“Uh Rarity, are we getting a little off track?” she said.

“Where are my manners? Sometimes I get carried away,” she said. This wasn’t a fairy tale after all.

“It’s OK, you just want to know why I’m here is all, with Fluttershy I mean,” he said, turning to her as he said her name.

“Yes, I suppose I do, so how about a different sort of question? What do you think of fashion?” she said.

“Huh?” he said, his attention snapping back to Rarity. What… does that have to do with anything? he thought. “I’m… not sure what to say about that subject. I’m rather practical-minded, sorry to say.” He knew Rarity loved fashion, it was her calling after all, but it was just confusing to him.

“Oh? But your vest and tie, it matches you well, stylish without being showy, a simple but effective fashion statement if you ask me,” she said. You could learn a lot about somepony by the way they dressed.

“This…” he said, bringing one of his hooves up to touch at his clothes. “...I just thought it made me look professional is all, I didn’t think it was fancy or anything like that.”

“It does make you look professional, but I think it also makes you look quite dashing. You have good taste, even if you don’t realize it,” she said.

“...Thank you,” he said. He was a bit lost. Was this going well? She had complimented him, but he had no idea if that meant he was doing well or if she was just being polite.

He doesn’t seem very relaxed about this. “Hmm… could you do me a favor, Alexander?” she said.

“What kind of favor?” he said.

“I have a stallion outfit for a private line I have been thinking of creating, and I could use a good model to test with. Would you be so kind as to help me out?” she said.

Alexander recalled what Fluttershy had said about Rarity wanting to dress him up if she liked him, which means he was doing well. So better not blow it now. “Sure,” he said.

“Wonderful! Fluttershy, you go out front and wait so we can walk him out, and Alexander, follow me to the dressing room so I can get you fitted,” she said.

“O-oh, okay,” Fluttershy said. She looked at Alexander. “I’m sure she has something interesting for you, do your best!”

“Thanks,” he said, getting up to follow Rarity, who was already up and waving him over to the dressing room.

As he entered the darker room Rarity set to work getting him ready, taking off his vest and tie with her magic. Something he awkwardly went along with.

As she continued setting up, doing measurements and such, she said, “So, how do you think your relationship together is going?” she said, still working without missing a beat. Like this she could ask him a more serious question without Fluttershy present. Maybe he would be more relaxed, and maybe, more open.

Should’ve saw this coming… “It’s going well so far,” he said.

“Are you sure?” she said.

“What? Do you want me to say it is going poorly?” he said. Blunt, but that seemed to be what she wanted.

“No, of course not, we just care about her, is all. We know she is strong, especially when she needs to be, but that will never stop us from worrying about our precious friend. You understand?” she said.

“...Yeah, I get it,” he said, pausing to collect his thoughts. His voice became quiet, and almost sentimental. “I can’t say we will be perfect, that we won’t ever fight or argue, but I want to try and have a good life with her. That make sense?”

Rarity stopped for a moment, and turned to look at him. “That was very sincere, thank you. And yes, that makes sense. I’m sure as long as you try, you’ll be fine together,” she said.

“Now hold still while I put this on you,” she said.

Fluttershy waited in front of Rarity’s miniature modeling platform, wondering what they were doing. Is she dressing him in something his doesn’t like? Is he arguing with her?

Before she got too deep into her worries, Rarity pranced out of the back and joined her.

“Ready?” Rarity said.

“Ready for what?” Fluttershy said.

“You can come out!” she said, calling Alexander out of the dressing room.

He walked out onto the platform, causing Fluttershy to blush at the sight of him.

He was wearing a tight black outfit, with straps stretched across bare coat that emphasized his body, his muscles in particular… it was basically a stallion stripper outfit.

“What am I even wearing? Is this demeaning?” he said, trying to gauge the looks they were giving him.

“No darling, you look great! Right Fluttershy?” she said, giving her friend a sidelong glance.

“You look-” don’t say sexy, don’t say sexy, don’t say sexy- “se-stylish! Very… exotic, heh heh…” she said.

Alexander knew something was up, not just from the awkward answer, but the fact that he could sense Fluttershy’s body was heating up. Even Rarity seemed to be getting a kick out of this, so whatever he was wearing, it was a real turn on apparently. I’m wearing something ridiculous aren't I… Fuck it, not worth making a scene over.

“I’ll take your word for it, I really don’t get fashion if this is the norm though,” he said.

With a giggle Rarity said, “It’s okay dear, everypony’s tastes are different. You can head back now.”

“Right…” he said, making his way back into the dressing room.

With him out of sight Rarity put a foreleg around Fluttershy’s shoulders and pulled her close.

“Darling…” she said.

“Y-yes Rarity?” she said.

“That one's a keeper, a bit rigid, but a keeper nonetheless. Good job,” she said.

“Thanks… I think,” she said.

After Alexander got his proper clothes back on, and they said their final words, Rarity wished them well on the rest of their day… oh, and she gave Fluttershy the outfit Alexander had worn as a gift.

“What was the gift about?” Alexander asked.

“Oh, nothing important. So onto our next stop?” she said, trying to change the subject.

“Sweet Apple Acres?” he said.

~ ~ ~

“Welcome to Sweet Apple Acres!” Applejack shouted, greeting the ponies at the front gate.

“...Thanks. Nice to finally meet you,” he said, extending a foreleg to shake hooves.

“Nice ta finally meet ya too,” she said, taking his hoof and shaking it vigorously.

She took the moment to size him up. Hmm, not bad. A little fancy, but he’s got some muscle and he has a firm hoofshake. “Okay, we’re good,” she said.

“...We’re good? What does that mean?” he said.

“It means we’re good. Look, ah trust Fluttershy’s judgement. If you’ve been dating fer months and you’re still around then she must see somethin’ worthwhile in you, so ah don’t see the point in pryin’ anymore than that. Sound good?” she said.

So no long awkward conversation? “Sounds good to me,” he said.

“Great! Now if ya want ta really impress me, then just don’t be a stranger and come say hi now and then, maybe even do some apple buckin’ to show me what ya got, you hear?” she said.

“That could be interesting, I’ll think about it,” he said.

“Good ta hear, now ah got ta get back to working. Always somethin’ needs doin’ around here, I’ll see you two around,” she said, waving goodbye as she walked off back to work.

“...That went well,” he said, almost in disbelief at the simplicity of it by comparison to the last meeting.

Fluttershy giggled. “Yeah, AJ’s earnest like that. You kind of remind me of her sometimes.”

“I’ll take that as a compliment then. So where to next?” he said.

“That would be…”

~ ~ ~

“Rainbow Dash! We’re here!” she called out, trying to get her friend’s attention.

“Guess she can’t hear me? I hope she didn’t forget,” she said, turning to Alexander. “Let me go up and check if she’s home.”

“OK, take your time. We’re ahead of schedule anyway,” he said.

She smiled and flapped her wings to lift off, making her way up to Dash’s cloud home.

As she entered Dash’s house she called out again, “Dash! Are you home?” I hope she didn’t leave her house unlocked… again, she thought.

Suddenly, Dash raced past while saying, “Oh hey Fluttershy you’re here that’s great could you look after Tank he’s been acting funny and I’ll say hi to whatshisname thanks,” and closed the door behind her before she could answer back.

“...What?” Fluttershy said, beyond confused. Should I go down? But what about Tank? She couldn’t just leave an animal friend in need.

A rainbow-colored streak flew down at impressive speed and landed in front of Alexander.

“Okay you, what’s your angle?” Dash said, barely taking the time to look at the stallion before questioning him.

“Excuse me?” he said. He wasn’t sure how to take that, not even a hello before asking a rather rude question? He could already tell this wasn’t going to go well.

“Don’t play dumb! Your angle, your deal, what are you playing at with Fluttershy!” she said, getting up in the stallion’s face. He looked like a stuffy nopony to her.

For his part, he didn’t back down, but he also didn’t want to escalate this any further, despite how insulting her questions were getting.

“I think we’re getting off to a bad start, let’s try this again. Hello, my name is Alexander, nice to meet you,” he said, extending a foreleg for a hoofshake as he did his best to sound cordial.

“Uhg.” If he thinks I’m going to buy his nice guy act then he’s got another thing coming, she thought. “Fine. You want to talk? What’s up with that weird name?” she said.

...And I’m wasting my breath, he thought, lowering his hoof down, and with it, dropping all pretenses of being cordial. “You mean the name my Mother gave me? The name she was so fond of?”

Dash backed off a little, less because she didn’t want to press him for more information, more because he flipped from nice guy to stone cold in an instant, his face losing all expression, and his voice becoming flat without any inflection. It was a bit unnerving.

“W-whatever, you still haven’t answered my question. What’s your deal? What are you trying to do with Fluttershy?” she said.

He just glared at her through his glasses. He had an idea of why she was acting like this. She obviously wanted to protect her longtime friend. But that was no excuse, he had not an ounce of patience for such utter nonsense.

She was starting to get freaked out. He was staring at her like she was an insect, and he wasn’t saying a word. It didn’t look like he was even breathing, just putting everything he had into that look…

“Hey! You going to say something or what?” she said. She wasn’t going to let him intimidate her.

After some more silence, “Pointless. You don’t want an actual conversation, you’re just looking for somepony to antagonize. Don’t waste my time,” he said, his voice cold and detached.

“Y-yeah? Well I don’t care! You’re not the first faker to try and get at her and I didn’t let it happen then and I won’t let it happen now!” she said, before launching back up to her house.

He stayed put, not moving a muscle. He probably could have handled that better… he didn’t particularly care though. If somepony was going to try and antagonize him that badly, then he would pull no punches in return…

Dash burst into her own house shouting, “Fluttershy! We gotta talk!” She found Fluttershy with Tank. “There you are, we need to talk. That-” she began.

“Tank’s fine,” Fluttershy said. Her face was deadpan and her voice unamused. Dash had lied to her about Tank to get her out of the way.

“Yeah that’s great, but-” she said.

“You went down to argue with him? Didn’t you?” Fluttershy said.

“What! No! I just asked him what his deal was… that’s all,” she said, slowly realizing Shy was not happy with her.

“How did you ask him? Exactly?” she said, channeling some of her assertiveness.

“Does that even matter? He wouldn’t even talk to me! Just glared at me like I did something wrong,” she said.

Fluttershy facehoofed, “It’s Discord all over again…” she muttered.

“Discord? What does he have to do with this?” she said.

Fluttershy snapped a little, “Discord doesn’t get along with him either! He acted just like you are acting now!”

“Uhh…” Dash stammered. I’m acting like Discord… what. She didn’t know how to respond to that.

“What do you think he’s going to do? Just use me? He agreed to meet you all because he actually cares about being a part of my life, do you really think he’d go that far if all he wanted was a good time?” she said, holding her head in her hooves after she stopped.

“...What if that is all he wants? I’m just trying to keep an eye out for you, you know?” she said. Shy didn’t seem to be buying it…

“...I just want my friends to get along with my coltfriend, I knew he might not like all of you, and vice-versa, but I never expected my oldest friend to be his biggest problem,” she said.

Shy looked really hurt by all of this. Maybe… I’m going too far with this? Would she be this upset if they didn’t care about each other? Dash thought.

Rainbow Dash bit her lip and swallowed her pride. “Look, it doesn’t have to be that bad, we can… go back down there and I’ll… I’ll give him a chance this time, okay?”

“Okay…” she said. She was still frustrated, but maybe they could still get along?

They made their way out of the house, and back down to Alexander…

He was still there, not moving, staring out at nothing. He had put some of his body into stasis while he waited, but started switching everything back on when he noticed them coming down.

As they touched down, Fluttershy stood to their sides, watching them both. She looked a little haggard.

Dash gathered herself to speak… and apologize, she guessed. “Okay… so I might have gone overboard with you… sorry. Can we try again?” rubbing one of her forelegs with the other.

He considered this, and calculated his response. “...I won’t hold a grudge if you don’t. But for future reference, that kind of attitude does not fly with me,” he said. He wanted to be firm and set a precedent for what he was willing to put up with.

So it’s okay for you to backtalk me? she thought. “Wow, you really are uptight,” she said, earning herself a look from Fluttershy.

“Yes. Try to keep that in mind and we should be fine,” he said, extending a fore leg for that proper hoofshake they’d never gotten around to.

He… really is that uptight? Like, Ms. Harshwhinny uptight? she thought. This time Rainbow Dash decided to go with it and shake his hoof. “Right... water under the bridge I guess, just… be good to her okay? It’d… really rile me up to see anything bad happen to her, and if you are the one that does it…” she said, making sure he got the picture.

“I get it, I would probably think the same way in your position,” he said, ending the hoofshake.

“Sure, well, if that’s it… see ya Fluttershy!” she said, retreating to her house in a flash.

They looked up after her, Fluttershy in disbelief and Alexander stone-faced.

“Well… that was a mess,” he said.

Fluttershy sighed deeply. “At least Twilight can’t be any worse, right?” she said.

“Shhh, don’t jinx it. If it is worse I might end up getting blasted by an Alicorn, I’d rather not deal with that today,” he said, only half-joking.

~ ~ ~

Magical blasts rang out from Twilight’s castle.

Just outside, the two ponies stared up at the lights and sounds. Fluttershy was scrunching her muzzle, while Alexander had his usual blank expression. He was getting a lot of use out of that look today…

“Umm, I’m sure it’s fine…” she said as another blast rang out. “...Probably nothing to worry about, heh… heh.”

He wasn't listening. Should have brought more biomass, could have made a stronger war form… he thought, wondering if he would really have to fight for his life today.

The main door of the castle opened, and a small dragon stepped out to greet the ponies outside.

“Hey, you two just going to stand outside?” Spike said, trying to get the ponies’ attention.

“Oh! Spike, what’s going on?” Fluttershy said.

“Huh?” he said, taking a moment to realize what she meant. “Oh! That’s just Twilight and Glimmer doing their magic practice.”

Fluttershy let out a sigh of relief. “See? Nothing to worry about.”

“Right,” Alexander said. He still prepared himself for the worst, because if anything, what he just learned meant there were two powerful ponies in the castle instead of one.

“So this is the guy?” Spike said, looking up at the unfamiliar stallion. “Sweet shades.”

Alexander looked down at the small dragon, Twilight’s assistant. “Thanks.”

While he was looking at him, Alexander couldn’t help but use his senses to peer through Spike’s body, not every day you get a close look at a dragon after all. Tough scales, compact muscles, stout bones, and an impressive digestive system. Interesting.

“So you coming in?” Spike said.

“Yes Spike. Come on, we’re almost done,” she said, entering the castle door.

Alexander followed without a word.

With Spike’s help they found the room Twilight and Starlight were in… the very messy room they were in.

“Hey Twilight! Fluttershy and… what’s your name again?” he said, turning and pointing at the stallion.

“Alexander!” Twilight said, flying over to greet them. “I’ve been looking forward to meeting you! New friends are always welcome.”

The stallion looked around at the mess before making eye contact with the princess. “Do you and your friends usually trash your own home?”

Spike burst out laughing, while Twilight blushed as she realized what she and Starlight had done to the room.

“Heh heh, one sec, we’ll fix this right up. Then we can talk,” she said.

“I’ve got it!” Starlight said, magically reorganizing everything in an instant. That done, Starlight left with Spike, while Twilight showed Fluttershy and Alexander to some seats.

“Sorry about that, Starlight and I like to practice our magic skills sometimes. It’s exciting… but a little destructive,” she said, laughing nervously.

“It’s certainly not what I expected, that’s for sure,” he said. He was expecting somepony more… regal? Twilight was Celestia’s protege. He’d thought she would be a lot more serious, but she was another young adult like the rest of Fluttershy’s friends.

“Sorry again. So, where to start. Oh, your name!” she said.

What was with the obsession with his name lately? “What about it?” he said.

“Do you know where it comes from? Why did your parents give you that name?” she said, genuinely curious.

“...Alexander Basileus, ancient pegasus warrior. My Mom liked the old stories about pony heroes like him, and she wanted me to have a strong, unique, name like one of them. Honestly, it got me more attention than I liked,” he said.

“Oh, that’s too bad. I guess such an old name would draw attention in this day and age. I hope it didn’t cause you any trouble,” she said.

“Nothing I couldn’t handle, but thanks for the concern,” he said. He wasn’t sure about these questions. Twilight seemed more interested in who he was than his relationship with Fluttershy. If she starts asking the wrong questions this could get problematic…

“OK, how about a different question? You’re a doctor, right? What was med school like? What did you specialize in?” she said.

“That’s multiple questions,” he said, catching her off guard.

“Opps! Sorry, guess I’m still worked up. Let me try again,” she said, then did her breathing exercise to calm herself. “So you’re a doctor right?”

“Correct.”

“Did you specialize?” she said.

“Yes,” he said.

“In what?”

“Invasive surgery,” he said. His answer got some attention and for good reason…

“Wow, really? Not a lot of doctors take that specialization,” she said.

“I’m not surprised. It can be somewhat… gruesome at times. Not everypony can take it, more than a few of my classmates changed their specializations after the first live demonstration,” he said, lingering on live just long enough for the mares to get uneasy. It was funny to him; everypony always freaked out about blood and guts, but not him. Why would he? He had been able to literally see inside everypony’s bodies since he was young. It stopped being freaky after a while and just became mundane…

“I... I bet. It’s not an easy subject. I guess that’s why you can afford your own clinic?” she said, a little shaken. She knew all about anatomy and such, but that was from books… a live demo? She wasn’t sure she could handle that. That doesn’t sound like a fun job, but I guess somepony has to do it.

“Yes. I get payed well for my expertise, but my clinic is actually for follow-up therapy, not the actual surgeries,” he said.

“Really?” she said.

“Yes. I can do surgeries there if absolutely necessary, but I haven’t had to deal with that kind of emergency in a long time. Thankfully, all pony breeds are rather sturdy, so my skills aren’t needed often,” he said.

“I see,” she said. So he makes enough bits that he never has to worry about it, and he lives at his own private clinic where almost nopony ever bothers him? That’s kind of odd… though, I guess I would have to say the same thing about Fluttershy. So I can’t really judge him based on that.

“If you don’t mind me asking a personal question, how old are you? If you’ve been through med school then you must be in your 30s by now,” she said. The question was a bit rude, but it was so odd that he hadn't even told Fluttershy how old he is.

Fluttershy winced. She was curious about that too, but she could never outright ask him, not like that.

For his part, Alexander wasn’t phased by the question, but it did set off some warning bells. Now why is she interested in that? “Well actually, if you count med school, getting enough funds together to build my own clinic, and the time I’ve already spent in Ponyville. Then I would be in my 40s,” he said.

“Oh right! You would’ve had to build the clinic first, I didn’t think of that. So you’re in your 40s?” she said. He didn’t actually answer the question…

“You don’t look that old,” Fluttershy said. He really didn’t… was it odd that she was dating an older stallion? Or vise versa for that matter.

He laughed. “Thanks,” he said, reaching out to grasp one of her forehooves with his own. “Guess I just age well, hopefully it sticks for a while.”

Fluttershy blushed, and Twilight lost her train of thought looking at them.

...They look happy, like my brother and Cadance. I guess I shouldn’t scrutinize him so much, she thought.

Twilight cleared her throat, getting their attention back on her, “I think I’ve asked enough questions. It’s my hope that you will open up to us a bit more in the future Alexander, but for now, you two seem happy with each other, so I can’t see a reason to complain,” she said, getting up from her seat and walking up to shake his hoof.

He took the hoof slowly, still a little on edge, as soon as he did he found himself being pulled into a hug. After getting over the initial shock of it, he slowly returned the gesture. Princess of Friendship all right…

“It’s been nice meeting you Alexander, and good luck, both of you,” she said. He seems nice enough, I hope they can make it work.

“Thanks, it means a lot,” he said. This was actually a really good outcome, all things considered.

“Thanks Twilight,” Fluttershy said, joining the hug.

They lingered in that hug with each other a little longer than he was comfortable with. The mares seemed to get a kick out of it though. So he didn’t dare say anything, not at this point.

They finally broke the hug and Twilight called Spike to escort them out before saying her goodbyes.

They walked into the hallway with Spike.

“Sooo, how’d it go?” Spike said.

“Well enough,” he said.

“Cool, cool…” Spike said, slowly leading them back out of the castle. “Uh, hey, you wouldn’t happen to be an… Ogres & Oubliettes fan, would you?”

He had heard the stories about this. “...Guys’ night?” he said. The little dragon shaking his head up and down in affirmation.

“No promises, but I wouldn’t mind giving it a try,” he said.

“Awesome! I can’t wait to tell Big Mac!” he said cheerfully, suddenly racing down the hall in his excitement.

Finally out of the castle, they said goodbye to Spike and headed on their way…

~ ~ ~

Over in Sugarcube Corner, as far away from the entrance as possible, Alexander sat, slumped over a table, exhausted. He was emotionally and psychologically drained, and questioning if this day had been worth it…

Fluttershy sat next to him, softly stroking his head and mane. She could see he was drained, and was trying to help him relax.

Pinkie Pie bounced over, carrying an oversized cupcake in her hoof.

“Long day?” she said, as she placed the cupcake down in front of him. Her tone was surprisingly quiet for the pink party pony.

He just grumbled in response.

“That bad, huh? Well, at least you got it out of the way. Smooooth sailing from now on, right?” she said.

He opened his eyes to try and look at her around the big cupcake. “...How do you do it?”

“Huh? Do what?” she said.

“Spend hours and hours around everypony, always so happy and cheerful. It doesn’t seem possible…” he said.

She couldn’t help but giggle. “Silly, not everypony can be a party pony.”

“...Not exactly what I meant.” Being around others almost always agitated him, the only ponies that didn’t bother him… well, two of them were right here. He couldn’t imagine ever loosening up like this around anypony else.

Pinkie dropped the hyperness for a moment to be as sincere as possible. “I’m always happy and cheerful because when other ponies see me in such a happy mood, it makes them happy, and when I see them happy, it makes me even happier. It’s my way of bringing ponies together, even if just a little. Does that make sense?”

He chuckled. He still didn’t get it, probably never would, but… She even sounds like Mom.

He dragged himself up to a proper sitting position, and picked up the cupcake. “Thanks…”

The mares smiled at him, glad he was feeling better. Pinkie Pie started bouncing in place again.

Alexander held up the cupcake, as if making a toast. “To smooth sailing from now on…” he said, then tried to eat the big cupcake in one bite. It almost worked.

They all started laughing, it was a nice way to end a hectic day out.

Discord

He was playing with some of Fluttershy’s animals while she got their food ready. It was odd, he was more relaxed around critters than he was around other ponies, guess that was just something he had in common with Fluttershy herself. Or maybe most introverts are like this? Hard to say…

Fluttershy came around her house with some of the food and all of the animals rushed to her, making her laugh, “Now now, you’ll all get your turn,” she said, getting ready to serve them.

After taking care of the animals in the immediate area she turned her attention to him. “Thanks for showing up, watching you play with the animals is always a treat,” she said. Seeing him relax was a treat, he almost always had an edge of seriousness to him that he refused to drop, so seeing him open up was a joy. It reminded her of how her friends would cheer her on when she did something new, this must be the same excitement they felt.

“No problem. The animals are rather calming, and if I get to spend some time with their caretaker, well…” he said, smirking a little.

She giggled some at that. “Do you think you can stay today? Maybe cook us some lunch?”

Us? he thought. “Sure, I’d love to make you lunch,” he said. Hopefully it’s AJ, or Rarity, or anypony else than who I’m thinking of.

“Yay! Come on, let’s go inside and get everything set up,” she said, urging him to the door.

Upon entering the house the other guest called out, “Hey Fluttershy, is it almos-oh, it’s you…” Discord said, spotting Alexander with her, which soured his expression.

Any mirth in Alexander’s expression faded almost instantly. Of course it’s- “Discord…” he said, he tried to say some pleasantries after that, some small talk, but struggled to actually do it.

“Now you two, don’t start off on the wrong hoof already, at least try to get along with each other,” she said.

Easier said than done, Alexander thought. Just looking at Discord gave him a headache. His hodgepodge of a body was all wrong. The muscles, bones, and organs didn’t connect together properly; his whole body was a mess that simply shouldn’t work, but there it was, mocking reality with its very existence. And that wasn’t even getting into his personality…

“Oh you worry too much Fluttershy, we’ll be fiiiine, you can go back to… whatever it was you were doing,” Discord said, putting on a big smile for effect.

“Hmm, okay, I still have to feed the rest of the animals. So you can help Alexander get lunch ready and we can all enjoy some time together. Doesn't that sound great?” she said. She wasn’t dumb, she had spent enough time around Discord to know when he was putting on an act, but it didn’t matter. They cared about her enough in their own ways that they would at least tolerate each other for an afternoon.

As she left to finish feeding the animals, Alexander prepared for the eventual annoyance.

“So stuffy pants, what’s for lunch?” Discord said, floating around the stallion.

Well, that took all of two seconds… he thought. “I’m not wearing pants. Now if you’ll excuse me I have to check the kitchen,” he said, doing his best to sidestep Discord and his shenanigans and focus on the task at hoof.

Discord couldn’t stand him, he was just no fun. How could anypony be so dull? Well, he’d have to liven things up then, wouldn’t he? “Come now Alejandro, no need to get defensive. I’m supposed to help you after all,” he said, snickering all the while. “How can I help if you don’t talk to me?”

For his part he showed no outward reaction, but Alexander could already tell this was going to be a miserable experience, “I need to see what she has before I can plan anything…”

“What’s to plan? You can just throw whatever together and cook it right? Or even better!” he said, snapping the claws of his taloned hand and making a bunch of pies, salads, fruits, sandwiches, soups, and hors d'oeuvres pop up all over the kitchen.

Alexander looked over the assorted food he had conjured. “Useless. None of this has any heart or soul,” he said, turning to face the draconequus with a disapproving look before continuing. “If all we wanted to do was fill our stomachs we could make do with nothing but rice and some beans. The point, is to make something we can enjoy together. Can you comprehend such a thing?” That last comment was probably unnecessary, but deeply satisfying.

Discord dismissed the food with another snap. “I understand the sentiment perfectly Alfred…” he said. He cracked his knuckles and claws to get them warmed up, maybe it was time for something a little more… drastic.

“Good,” he said, turning away. “I’m glad you understand, now if you want to actually help cook you can start by turning on the stove while I check what we have to work with.”

“Right…” he said, reluctantly going over to get the stove started, poking at it listlessly while Alexander starting checking the food. With a grin, Discord snapped his claws again and waited for the reaction.

Alexander felt the magical change to his body instantly. His first instinct was to change himself back, an instinct he had to suppress. What now? He needed to pretend to figure out what Discord had done more naturally, which wasn’t going to be hard since he could see that his hooves had changed into something else. He stopped checking food and walked over to a mirror…

He had bunny features. Big floppy ears, a button nose, and his hooves were bunny paws now… He turned to Discord. He wanted to transform and tear the disrespectful noodle in half, but that would accomplish nothing useful. After all, Discord wanted a reaction, so the best thing for him to do was give him nothing. He went back to gathering ingredients.

“Ugh!” Discord said, throwing his hands up. “Come on, that’s no fun! At least say something. How can you be such an incredible buzzkill?”

“Because unlike you I actually have some self-control, you should try it sometime,” he said, his statement dripping with sarcasm.

“Self-control? Please, you’re just boring! I’ll never understand what she sees in you…” he said. It was infuriating, he’d gotten over the idea of Fluttershy having friends besides him, but he just didn’t get it when it came to this one.

“I could say the same about you, you know? You have almost nothing in common with her, but she puts up with you anyway,” he said. It was a low blow, but it was Discord, ultimate impulsive, arrogant, asshole. So who cared?

Discord had had enough of this. He wanted to toss this pest through a portal and be rid of him for good… but Fluttershy would be furious. Maybe he could turn him into a turnip? No, she would still get mad about that. He needed a different tactic. Alfredo over there was just going to power through most of his antics if he could help it… well, there was always the trump card.

Discord floated above Alexander, casting him in shadow. “You ever going to tell her the truth?” he said, he tone contemptuous as possible.

That gave Alexander pause. Is it actually possible for him to know? How? He stopped measuring out the food he found, and without even looking at Discord said, “What are you talking about?”

“Oh don’t play dumb now. I’m not sure what you are, but it’s not an earth pony, that’s for sure.”

Now Alexander turned to glare at him. “What’s it matter to you?” he said. He was mulling over what he should do in this situation. At this range he could probably tackle him and rewrite his brain before he could react, make the whole problem disappear… but that wasn’t something he wanted to do to anypony, even Discord.

“Is that your idea of a joke? She’s my friend, I’m not just going to let you hide something like this from her,” he said.

“Is that a fact? Well if you have known this whole time then why haven’t you told her already?” he said.

“Hmph, I didn’t want to ruin her fun without reason. She… enjoys your company, I don’t get why. But last time I tried to toss one of her new friends it didn’t go so well,” he said. He crossed his arms and stared Alexander in the eyes. “But this is different! You act like you care about her, well prove it then. You should have no problem being honest with her. If not, then get lost.” Waving his hand in a big sweeping motion to emphasize his final words, the front door slamming open at his command.

Alexander didn’t know what was more distressing, that Discord knew something about his secret, or that he actually had a point… What am I supposed to do here? What could he do? Most of his options in this kind of situation were less than pleasant, but he had to do something now. There was one thing he could do, it was obvious, but also extremely risky.

Alexander stared without moving, long enough for Discord to start getting anxious.

“Fine,” Alexander said, changing his body back to it's proper form with a thought.

That caught Discord off guard. “How did you-? And what do you mean fine?” he said. Is he actually going to leave? It can’t be this easy… wait, is he going to tell her? Really?

“It means I have come to a decision. Now I have to go carry it out. Good luck with the cooking” he said, leaving the kitchen and a confused draconequus with it.

As he exited the house he found Fluttershy finishing up the feeding. She turned and spotted him approaching. “Hey, is everything okay? Are you getting along well?” she said.

“When do we ever get along? Nevermind that, we have to talk,” he said.

“Huh? Is it that bad?” she said. Did they get into a fight or something? I didn’t hear them fighting…

“Let’s find a seat somewhere…” he said, walking off behind the house to find a more secluded spot.

Fluttershy followed, confused and getting worried, she had never seen him this serious before.

They sat down away from her home, closer to the forest, and Alexander stared out into nothing, trying to collect his thoughts. How am I even supposed to say this? ‘Hey, I’m a flesh monster wearing pony skin?’ Yeah, that will go over well. This wasn't just about losing Fluttershy, which would be horrible enough on it’s own. If she told her friends, if this got back to the sisters, then that was it. He was sure that he’d spend the rest of his time in Equestria fighting for his life, and likely dying doing it.

She looked at him, and even with his blank expression she could see he was deeply troubled by something. “Alexander, what is it? Is everything okay?” she said.

“...I just, have to tell you something, that’s all,” he said, going back to sitting in silence.

“Well, whatever it is, I’m sure it’s not as bad as you think it is. So don’t worry, I’m here for you,” she said, giving him a warm smile.

Alexander looked at her, she was so kind and concerned, it almost made him think that it would be all right. That telling her wouldn’t be as disastrous as he thought. He still wanted to say it in a way that wouldn’t scare her though. Hmm, this might work.

“I never told you what my talent was, did I?” he said, looking down at his own mark, a white snake eating its own tail on a black background. Not exactly a normal mark, but most didn’t pay as much attention to them as you would think.

“Huh? You told me it helps you with being a doctor,” she said. What did his mark have to do with this?

“Yes, it does help. But that’s not what it is, now is it?” he said, lifting up his right forehoof, the one closest to her. “Watch.”

She looked at the hoof.

With a thought, the hoof split apart, the bone cracking and muscle twisting as the limb reformed. She gasped, and in that breath it was done. In place of his hoof, Alexander now had a griffin's talons.

He moved the claws about, getting the feel of them, making sure they were constructed right. She kept staring, slowly moving her eyes from the talons to his face.

“How?” she said.

“This is my talent, I can ‘shape’ organic matter, including my own. In fact, shaping my own body is easier,” he said.

It was a lot to take in so quickly, but also fascinating. She had seen changelings and other magic transformations, but she never expected a cutie mark could let you do something like this. ”If changing your body is ‘easier,’ easier than what?” she said. She wanted to know more, to really understand what he was trying to tell her. How much could he do?

He looked at her, and held out his talon. “Do you trust me?” he said, hoping beyond hope that he hadn't scared her.

She looked at him, and then down at the offered talon… yes, she still trusted him, and offered one of her forehooves. She wanted to see what would happen.

As she placed her hoof in his talon he gripped it lightly, and then moved the talon up, caressing her leg with the claws… and changing the color of her coat as he went.

Done, he released her foreleg and she looked at what he did. Her coat was a pleasant light green where he had touched her, and she had felt a tingling across her skin while he did it.

“This is amazing! Why were you so worried about telling me this?” she said. So he could change things that he touched? What was so bad about that? No wonder it helped him as a doctor.

He was glad she was taking it well, could have just left it at that, but he wanted her to fully understand what this meant. No more hiding it. “...I don’t think you realize how badly this could be abused, what horrible things could be done with it. I’m pretty sure… that this power is not supposed to exist,” he said.

“Abused? Alexander, I don’t think you would ever abuse this, so how bad could it really be?” she said. Was this why he was so worried? Did he think others would shun him because of his talent?

“Give me your hoof again,” he said. He needed to show her it seemed… he was not looking forward to the reaction.

“Okay,” she said, giving him her hoof once more. He held it firmly for a moment and looked her in the eye… then he pulled it off.

There was no pain, no bleeding, but Alexander was holding her detached hoof. She looked at her… stump. It was sealed over with a thin layer of new skin, right at the wrist joint where the hoof would attach. She started breathing heavily, and had to do her best to remain calm. She looked back to him for answers.

“Anything living, is like clay to me…” he said, rolling her hoof around in his talon. “Skin, muscles, bones, organs, I can change it all. I just need physical contact, that’s it.”

She was stunned, her brain finally realizing what he could do, or even what he could have already done to anypony he ever came in contact with. “O-okay, but you would never do anything bad with this right? Alexander, tell me that you have never done anything bad with this,” she said.

“No, of course not. But do you think that matters? If ponies knew what I could do to them, do you think they would let me be a doctor? Do you think they would even let me exist?” he said, reattaching her hoof and changing her coat color back.

She felt her hoof. There was nothing wrong with it that she could see or feel. It was like it had never happened. “I… don’t know what others would think, but I’m not afraid, just, surprised. That’s all,” she said. It made a little more sense now why he would be so reluctant to tell anypony, but she had gotten used to crazy things. So this was just one more thing to get used to.

“Thanks for that, but there is still a lot to explain. It’s going to take a while,” he said. He couldn’t believe it; he had never imagined that she would take this so well. He could feel a weight lift from him. He could finally relax a little. Because she wasn’t afraid of him, she was so strong for somepony so shy.

Fluttershy’s stomach growled. “Heh heh, could it wait till after lunch?” she said.

Alexander raised an eyebrow at that. Really? That’s a concern after what just happened?

“I know this is important to you, and I’m happy you were willing to tell me, but there’s no rush. Let’s enjoy the rest of our day and discuss this later, okay?” she said. It wasn’t just that she was hungry. She wanted time to mull over what she already learned.

“...OK,” he said.

They got up and started walking back to the house. “So what did you end up cooking?” she said.

“I didn’t. You’ll have to ask Discord,” he said, causing Fluttershy to do a double-take.

They entered the house, and were immediately assaulted by a burning smell. Reaching the kitchen they found the source… Discord was at the center of an absolute mess. There were food stains everywhere. The floor, the walls and cabinets, there was even something stuck to the ceiling… was that? A pizza? Where’d he get a pizza? Why’d he get a pizza? And the stove, was he cooking on it or trying to burn garbage on it? The only thing that was recognizable among the things on the stove was a rumbling pot.

“Oh good you’re back.” I guess he told her, so much for getting rid of him. “This was a lot more complicated than expected, how do you ponies do this on a daily basis?” Discord said, completely nonchalant about the state of his surroundings.

Fluttershy was slack-jawed at the mess, and Alexander was amused. “So what’s for lunch, Discord?” he said, doing his best not to laugh openly.

“Umm…” Discord pulled the pot he had off of the stove, revealing it was filled with… something. “Soup?”

“Ha ha ha, no. Now come on, we have to clean this up and make a real meal,” Alexander said, moving to do just that.

“Oh well, I tried,” he said, poofing the pot and the mess out of existence without a care.

Fluttershy recovered enough to join the conversation. “Right, well let’s leave Alexander to cook.” And get you away from my kitchen. She led Discord out of the kitchen.

“Good idea! You can handle that right?” he said back at Alexander.

Better than you did, Alexander thought. “Sure. No problem,” he said.

As they left the room completely Alexander got to work. Well, I guess she’s still with me… can’t say I expected that, or that I’d ever be able to tell her for that matter, and I still have so much to tell her. But maybe, this can actually work out? he thought. Yeah, we can make this work…

Changes

The next day, Fluttershy made her way to Alexander’s home. Before he had left he told her it would be easier for him to explain there… and that he could show her something important.

As the clinic came into view she wondered what she was getting herself into. Is it smart for me to be alone with him now? He hasn’t done anything to me before… that I know of. So I guess I just have to trust him?

She went to knock as she reached the door, only to have it open before she could even get her hoof up. Alexander held the door for her, inviting her in without a word.

“Oh, you saw me coming?” she said, a little surprised.

“‘Sensed’ would be the better word for it,” he said, matter-of-factly. He wanted to be calm and serious for this, hopefully he didn’t over do it.

“‘Sensed’?” she said. They had not gotten to talk about this much yet, and she was starving for information so she could make better sense of it.

“Yeah, comes with the rest of the package. I can feel organic matter around me for a fair distance, and even farther around here,” he said.

“Around here? Why can you sense things better around your clinic?” she said.

“That’s part of what I want to show you, come on,” he said, guiding her to the farthest corner of his home, that corner.

They stopped there, and Alexander collected his thoughts. This is a bad idea… but there’s no going back now, if I’m going to be honest with her I have to show her everything.

“Alexander? You okay?” she said. He was staring at the wall in this corner, and it was starting to get awkward.

“Yeah. Let’s go,” he said, and before she could ask what that meant he touched the wall and it fell away, revealing the darkness beyond.

He has a secret passage in his home? she thought. “...Where does this go?”

“The basement, of course,” he said, with a bit of levity in his voice as he walked into that darkness.

“...Of course,” she said, gingerly following him.

As they entered the hole in the wall Fluttershy immediately felt something was wrong, and when the tunnel lit up, seemingly of its own volition, that feeling only grew.

It was made of… she didn’t know what, bone? It looked too metallic to just be bone, but somehow also looked organic. Every primal instinct in her brain was telling her to turn around and run, and the strange pulsing she was feeling through the floor wasn’t helping. But Alexander strode down the steps as if nothing was wrong.

“O-okay Fluttershy, you can do this…” she whispered to herself. She slowly made her way down, it wasn’t any worse than a changeling hive, right? But it was worse, or at least felt like it was. Hives were made from organic material too, but they were inert, this tunnel felt like it was still alive. Like the tunnel itself could devour her. The entrance closing up by itself didn’t help.

It only got worse when they got to the bottom and the tunnel opened into a vast room with massive spinal columns holding up the high ceiling. The walls were more of that bone-like material, with strange glowing orbs providing illumination spaced out across them, and the floor had a rough fleshy texture to it. Again, Alexander payed no mind to it, walking over to the middle of one of the walls, she started to shake as she followed him.

When he reached his destination he turned and leaned back as if to sit, in the blink of an eye a seat and desk formed out of the floor to meet him, causing Fluttershy to stop dead in her tracks and look at the ground in fear, now extra worried that this place could eat her.

“So here we are. This is where I do most of my studies, what do you think?” he said. She didn’t look very comfortable, which was to be expected.

She looked at him in shock. What do I think? “It’s terrifying! Why does it look like this? What even is this place?” she said.

Alexander looked around at his abode, he knew it wasn’t the nicest looking place, but he thought it had some charm to it. “Well, it looks like this because it’s efficient mostly.”

“Efficient?” she said, falling on her butt from shock, only to jump back up when she felt the strange texture of the floor.

“Yeah. The walls, floor, and even the support columns all look the way they do because that’s the most effective forms I could find for them… though I guess I could have decorated a bit, make the place less off-putting? Never really saw a point to that,” he said. She didn’t look happy about that answer.

“So you can change the way this place looks? Then make it normal please!” she said, almost shouting at him. The way it was now was simply too unnatural for her to take, how did this place not creep him out?

Alexander shrugged, and then it began. The whole room started changing at once. The floors became white and marble-like, the walls did the same, the orbs imbedded in them became brighter, and the columns straightened out while becoming larger and rectangular. They were now standing in a bright, perfectly white room.

“How is that?” he said.

Fluttershy was dumbstruck, they went from horror to… nothing? There was nothing for the eye to focus on, making the room seem to stretch on forever, and it was all so… clean. It didn’t feel real now, like some kind of dream room.

“It’s still kind of, off. It’s not as creepy as before, but it’s... it still feels weird. You know what I mean?” she said. She was glad that he tried, but this wasn’t what she had in mind.

“Hmm… any suggestions then?” he said. He wanted to make her comfortable, but he didn’t really know what that meant in this case. Should he try to make this place look like the guest room? What did she want?

“I don’t know… try and make it more, natural? I guess?” she said.

Natural? he thought. You do realize all of this is natural right? He knew that wasn’t what she was getting at, but what she said would be like saying your own bones or organs weren’t natural, or at least that’s what he thought. No, it’s not like that, she just doesn’t understand yet… hmm, natural, like nature?

Suddenly the room changed again. The floor sprouted a grass-like carpet which spread out from wall to wall, it even smelled of grass. The columns became more circular and grew a bark-like covering. The walls gained a sweeping palette of soft orange colors, making it look like an eternal sunset. The light orbs moved up to the ceiling, which was now mix of blues and teals like a nights sky, the orbs breaking up and becoming smaller, like stars.

Fluttershy sat down in awe at the new room, the floor felt like real grass now, and the rest of it was an underground forest paradise, like something from a fairytale.

“How’s this?” he said, bringing her back to reality.

She looked at him, he was sitting at a normal desk made of wood now, or at least it looked normal. “It’s beautiful…” she said, before remembering that she was here for answers. “How did you do this? Changing the whole room?”

“Thanks. And as for the room, I’ve already told you how, you just haven’t put the pieces together yet. I’ll give you a hint, what is it easier for me to change?” he said. He probably shouldn’t play games with her, but her wanted to lighten the mood a bit.

As she walked closer to his desk, she thought about what he was saying, even as a plush grassy chair formed out of the floor for her to sit in she stayed wrapped in her thoughts. He told me it was easier for him to change his own body… never explained why it was easier, but if that’s what he’s talking about. She paused and looked around the room again, the answer was clear, but beyond belief, “This room… it’s you?” she finally said.

“My flesh to be specific, but yes, this ‘room’ is me,” he said, smiling.

The thought that she was basically sitting on a part of him distracted her for a moment, but she remained composed. “How? This place is huge! Big enough to hold up your house, how could you possible make this?”

“Time. Time and efficiency. Think about how much the average pony eats in a year, now imagine if our bodies could process 100% of that food, imagine if we could just keep on growing. That was the breakthrough that let me make, or rather, grow this place,” he said, hoping his explanation made sense.

“So… what? You fed some of your own flesh until it grew into this room?” she said.

“Sort of, yes. At the beginning that’s more or less what I did, but once it got big enough I made the place self-sufficient, so it could grow and maintain itself without me worrying about it. Speaking of which, remember what I said? About sensing you around here?” he said.

She did remember, his senses reached farther around here apparently. If his senses are centered on his own body, then the only way for him to sense farther would be… “...How far does this place reach?” she said, shocked but curious at the realization.

“Far enough for me to know when I have visitors,” he said, being coy about it, he couldn’t give her a good answer anyway. “Measuring the total biomass isn’t easy, but it’s more than I should ever reasonably need. So I don’t really think about it anymore.” He really didn’t think about it anymore, he had what he needed to live his life and that was enough for him.

“O… kay, I think, I have more questions. A lot more questions,” she said. She wasn’t sure what to think, she was basically inside a single chamber of what had to be a huge mass of flesh. How do you even begin to figure this all out? Well, she was going to try, that much was certain.

At least she didn’t seem as freaked out anymore, she was taking it rather well in fact, which eased his mind greatly. So what were a few more questions? “By all means, ask away...”

~ ~ ~

After what felt like hours worth of questions, Fluttershy was starting to lose steam, but at least she had a better idea of what was going on. “Wow, this is all kind of… scary, especially those memories,” she said. What he had told her about the original users of this power was unnerving and tragic. “What were they thinking abusing their power like that?”

“They weren’t thinking, that was the problem. Instead of using this for something worthwhile they let it go to their heads,” he said. He didn’t want to make the mistake they had, or share their fate because of it.

“Such a shame, they could have helped some many ponies… but now you can help everypony, right?” she said. She was sure he could do good with this ability, she just had to encourage him.

Alexander balked at that, “...Shy, love, do you really think it would be safe for me to tell anypony but you? You may be understanding about this, but I sincerely doubt anypony else will be,” he said.

“Aww, it won’t be that bad! Ponies just need to get to know you first, then they will know you mean well,” she said. It looked like she was going to have to warm him up to the idea.

“My, how sappy…” he said. Fluttershy stuck her tongue out at his sarcasm, which earned a laugh out of him. Hmm, she seems surprisingly relaxed, I wonder… “You know… we haven’t spent much time together lately, have we?”

“Huh? What are y-oh! You mean, alone…” she said, blushing. “I-is this really the time for that?”

“Well, with the forest backdrop I can’t help but think of a certain picnic we had a little while ago…” he said. She did look wonderful with the horizon background and the soft light.

“Oh… that’s right,” she said. She was thinking about the picnic now… and getting a bit excited. “I guess we could go up to the guest room and… mess around a little.”

“Heh, why walk all the way upstairs?” he said. As he finished, a massive quarter-circle bed formed in a corner of the room.

Fluttershy looked at the new bed, wondering if she should really do this down here. She looked back to Alexander, who simply held up a hoof toward the bed, inviting her to inspect it herself. Well, I can at least give it a chance, he deserves that much, she thought.

She got up and made her way to the corner bed, it was covered in vibrant red sheets, or at least that’s what it looked like. She went to feel those sheets, and was amazed at the sensation she got from them. They were smooth and silky, like the highest quality velvet she had ever touched. She couldn’t help but crawl onto the bed to get a better feel, she sank a bit into the bed, it had some give but at the same time held her up with a firmness, as if it was trying to cradle her body. She gave into temptation and rolled over to feel it across her skin and not just her hooves.

It felt amazing, almost like a cloud. She imagined making love on this bed and couldn’t think of anything she could want more in this moment, and the things he could do to her, the possibilities were endless, weren’t they?

Seeing her enjoying the bed, Alexander took off his glasses and put them on the desk as her started walking over. His vest and tie absorbed and disappeared into his coat as he reached her, “Enjoying yourself?”

“Yes! How did you make this so soft?” she said.

He laughed, “You really want the answer to that?”

She giggled, “I guess not… so, where do you want to start?” Any reservations she had about having sex down here were long gone, if he could enhance the experience better here, then why not? In fact…

“Well, how about some light teasing to begin?” he said, as he started to caress her body with his hooves.

“Wait…” she said, stopping him before he could too far with the foreplay. He looked at her curiously, “You can change things right? So, could you… spice things up? If you wanted?” She was embarrassed to ask, but so intrigued by the idea that she wanted to see what he could do.

He just smirked, and made a show of bringing one of his hooves down to her skin.

As soon as it made contact she felt a pulse of pleasure rush through her, emanating from where his hoof touched, “W-what are you doing? It feels so good,” she said, savoring the pulses of pleasure as they came.

“Oh, just stimulating your pleasure-receptors directly, nothing fancy,” he said, slowly moving his hoof down her body toward her breasts.

As he reached her breasts the pleasure she felt got stronger, It must feel better the more sensitive the area is… she thought, which was confirmed when he passed over one of her nipples and felt a sudden spike in pleasure.

He looked her in the eyes as he swirled his hoof around her breasts, glancing across one of her nipples every now and then. She was breathing heavy and softly moaning just from this teasing, he wondered what would happen to her when he did this…

His hoof started going down her body again, there was only one place he could be reaching for. She bit her lower lip in anticipation, hoping she could hold out against whatever happened.

He reached her pussy and held his hoof against those lips, causing her to moan out and arch her back, almost bucking into his hoof.

It was overwhelming, the pulses through her pussy, her clit especially, was too much. She’d be climaxing in moments if she let him keep this up, “Ah… s-stop, sto-ahh,” she said.

He relented, taking his hoof off of her so she could catch her breath. He looked at the results of his teasing and couldn’t help but be pleased, she was nice and wet, juices flowing out of her already.

“T-that’s… cheating! I-ah, can’t deal with that,” she said, short of breath. While she enjoyed that, immensely, she wanted to share in their pleasure, not just have her body forced into an orgasim so easily.

“OK, then what would you like me to do?” he said. He was enjoying playing with her like this, and was wondering how far she’d let him go.

“How about, well, um…” she said. She had an idea for this, but it was so embarrassing, still, she wanted to see if he’d do this for her. “M-my clit, could you, make it more sensitive? Or something?” She brought her wings up to cover her blush.

He chuckled, “Oh? Kinky, you really are such a naughty mare,” he said, making her cover her face even more. But as he moved his hoof to tug at her clit, he could see her peering out from in-between some of her feathers. She even winked for him so he could get a hold of that clit easier. Now, I could make this lovely button more sensitive, but I have a more fun idea, he thought.

She felt a sudden tingling sensation, her clit burning up as he did something to it. When he was done, it felt, engorged? She leaned up to get a better look and gasped when she saw it. Her little love button of a clit was now a big juicy strawberry of a clit. He let go of it and it slipped back into her, causing another gasp. It was so big that her own inner walls squeezed at it, making her heat up from that feeling alone. She winked it again to get another look at it, only for him to flick it, causing her to flop back onto the bed, her back arching from the jolt of pleasure that raced up her body.

“How’s that?” he said, knowing full well the effect it was having on her.

It wasn’t that it was more sensitive now, rather, there was so much more of her clit to hit that even that casual flick sent her reeling. What’s it going to feel like during sex? she thought. She couldn’t get the question out of her mind now, she had to know, “Put it in…” she begged.

“That good huh? Well OK then,” he said, positioning himself over her, the bed adjusting its height so that her soaked pussy was perfectly lined up with his hard-on.

He pushed at her entrance, and she bit her lip again. She knew she wouldn’t be able to hold out for long, but she wanted to try. His tip pushed into her with relative ease, but got stuck on her swollen clit, causing her to whimper from the pleasing pressure. He shoved his hips forward, forcing the flare past the bump and roughly stimulating it. She almost screamed from the sudden pleasure, digging her forehooves into the bed to press against him.

She could feel everything, her clit didn’t just drag across his tip, but as he slipped farther into her she could feel it scraping hard across every inch of his shaft. She gave up trying to hold back, and took deep moaning breaths. He wasn’t even to the ring yet and she was breaking down.

As if on cue, she felt that ring press against her entrance. She looked at him, waiting for the inevitable. He gave her a gentle smile, and then slammed the ring past her clit, making her scream for real, her loud moan echoing off of the walls.

Hmm, I wonder if I should let her get used to this a little… or I could show her no mercy and send her right off the deep end! Grinning, he started using short rapid thrusts to slam his ring against her clit over and over.

She gushed over his cock as it plowed into her, her walls clenching him on their own as she wailed in ecstasy. She had gotten somewhat used to his size before, but with her clit like this she wasn’t ready for how hard the pleasure was hitting her. Her body shuddered and bucked, her back legs kicked around his waist. She couldn’t take this for long…

He started thrusting deeper, but kept up the speed, making sure to assault that new clit with his ring every time. Her wings snapped open and she cried out, her inner walls clenching hard on him as he continued pounding her over the edge. Her body quivered under him as he extended her orgasim, never stopping his thrusting.

Finally, after what felt like ages, she came down enough that she could catch her breath, or at least try to. He was still going, forcing quick little moans from her. She closed her eyes and tried to focus, she couldn’t let him get her that easy.

He felt her insides start to tug at his cock, Guess she got her second wind, OK then, let’s go even harder, he thought, thrusting even deeper into her, slamming as much of his meat into her as he could, smashing her clit with his ring and meeting her cervix with his tip.

She started bucking again at that, her body overwhelmed by the extra sensations. Have to… try… harder, she thought, grabbing his forelegs with her own for support, she actually humped back as she squeezed him with her pussy.

He started huffing, she seemed damn determined to give as much as she got. But he had an idea, something he wanted to try but never thought he could find a mare who would do it with him. He slowed a bit as he focused, he needed to loosen up a particular part of hers…

She was swimming in a sea of bliss and pleasure, her attempt to keep up seemed to work, he was thrusting slower now, trying to maintain his composure, she thought. But it just made the sex feel that much better for her too, now she was sloppily humping at him hoping he’d give out soon before she hit another orgasm. As she tried desperately not to go under, she felt him pounding hard against her womb, which didn’t seem that odd considering how heated they tended to get. What was odd, was feeling him hit her cervix, and keep going. Can… that even happen? she thought, too out of it to really think about it.

Huh, feels nice. Like entering her all over again, he thought, his tip squeezing through her cervix with every thrust. He couldn’t really go that much deeper, but it was an interesting feeling. And since he wasn’t going to be able to hold out much longer he might as well put it to use. He picked up the pace, rocking his hips and body as fast as he could for all they were worth, earning some louder moans from his lover. And just as he hit his limit, he shoved himself deep into her, his tip flaring up inside her womb.

She was melting again, just like their first morning together, pure heat was overtaking her body, but somehow, it felt even more real this time. Her body arched so hard she lifted herself off of the bed as she moaned her lungs out.

He tugged on his member, trying to keep thrusting like he usually does, but his tip was stuck in her womb, the flare too big to pull out now. He could feel ropes of his cum splatter against her womb and spray back onto his tip, and realized that if he couldn’t get the tip out, then the cum wouldn’t get out either. Well, this will be interesting, he thought, deciding to ride out his orgasim like this, feeling her womb slowly fill and swell with his cum.

The warmth kept spreading, filling her body. She could barely think through her massive climax, she was lucky to stay conscious. With the feeling letting off some, she finally collapsed into the bed, gasping for air. When her mind stopped being so clouded over, she looked up at him, and noticed he wasn’t moving, Huh… he never stops thrusting after the first time… she thought, looking down to double-check if he was moving or not. What she saw knocked some sense into her, she now had a bulging belly, even bigger than it had been that first morning.

“Wha-what? How? I-is that normal?” she said, in disbelief at what she was seeing. She could actually feel it, all of his cum, and his tip were in her womb.

He looked at her with a tilted head, “Hmm? Normal?” he said, placing a hoof gently on her puffed up belly. “This? Yes actually, this is normal.”

“What?” she said. How could this be normal?

“Well, when most mares get relaxed enough the cervix can open up for penetration, but, uhh…” he said, pausing as if he was embarrassed for once. “You had a tight cervix and I’m as thick as one of your legs, so I had to… loosen you up a little. I hope you don’t mind.” He put on a big innocent smile.

Her mind was spinning… he was a doctor, and with his bio senses probably knew more about her own body than she did. But it was still crazy, “Okay, sure. But now how are we going to fix that?” she said, pointing at her oversized stomach.

“Oh, that’s easy,” he said, softly pushing down on her belly.

She felt a tingling sensation in her abdomen as she watched the bulge shrink away, until there was nothing left of it or the feeling of cum in her womb, she actually felt invigorated for some reason too. She looked from her belly back to him.

“There we go, problem solved,” he said, pulling his no longer flared tip from her womb so he could start thrusting again.

She let herself fall back from leaning up, and as she stared at the ceiling while he worked her over, “So you… ahh, can just… mmmph, clean it al-hahh, all up?” she said. Mulling over what that could mean for their sex life.

“Yup, it’s easy, even easier here,” he said, keeping a nice steady rhythm going.

She thought that over for a second, So no mess? No matter how hard we go at it? “...Rut me” she said, her tone deep and lusty.

That caught him off guard, “What?” he said. Did she really…

“You heard me!” she said, looking him dead in his eyes. “Rut. Me. Silly.”

Well, there was no saying no to that, he pulled her closer and started thrusting harder, he was going to test her endurance for real now. She gladly returned the favor, humping back as best she could.

~ ~ ~

After what felt like hours, he was sure she was too out of it to actually enjoy what he was doing to her any more. So he gave a couple more thrusts and emptied himself into her again, bloating her full womb even more. Was that the 10th time? The 12th? She moaned a little at the sensation, even while passed out, her body twitching a bit. Spent, he pulled himself out of her womb and pussy, cum gushing out of her. The stuff was all over at this point, but nothing he couldn’t fix.

He had the bed absorb all of the excess cum and sweat, and he took care of her bloated belly again, helping her body rapidly breakdown and absorb the cum in her womb. That done, he scooped her up and climbed onto the bed himself. What a long day, but worth every moment. With a thought the sheets wrapped around them as he embraced her tightly, with a kiss to her head, he allowed himself to finally drift off to sleep.