Sunburst's Flurried Heart

"OK..." Sunburst said as he and Flurry Heart sat on his bed, "So what did you want to know first? What do you know already?" Sun was still having an internal debate over agreeing to tell Flurry about the basics of the birds and the bees at her request, though he was so aroused right then that his rational mind and morals were battling with his instincts. One part was debating she was too young to know it, but another rationalized it to himself as simply teaching her to be ready for what to expect in her first estrus; that he didn’t want her to simply get pregnant by some random colt or stallion without knowing the risks, and that was at least partially true. He really did love her, and wouldn't want something like that to happen to her.

“Well, I don’t really know much. All I know is that I have ‘tee-tees’ and ‘princess parts’, and that my wings feel really good when they’re rubbed...and so do my princess parts and tee-tees too. I also know that colts and stallions have a ‘pee pee’ and use it to pee with, but yours got all hard and stuff too! Stallions also have ball things behind where their pee-pee comes out of. Then my princess parts moved all funny and...you said you liked it when I touched your pee-pee...” Flurry said, looking at Sun, relaying all she’d gathered from their earlier time together in the bathroom.

“Well, yes, that’s correct. The reason why it feels good for them to be touched is because your vulva and my penis...they’re used for more than just going potty.” Sun said, watching her eyes widening in surprise at the new concept, “In fact, they’re used for something that can be really fun and…” Sun paused, before telling her their real purpose, “...but that fun thing will make foals too if the conditions are right."

"Foals?" Flurry asked, looking more intrigued now.

"Yes, they can make foals, but more importantly they will only make you and a stallion you’re with feel really good if the conditions aren't right, which they're not right now for you.”

That sure piqued Flurry’s interest. “Even better than I was feeling in the tub? That felt really good when my princess parts were doing that moving thing, and when you touched them!” she asked, remembering the nice tingles that went through her when he’d cleaned her, and previously when the toilet paper had slipped from his hoof and he’d rubbed her directly. How she felt like she wanted to do that moving thing with her filly parts; that she wanted Sun to see her doing that for some reason.

“Well it can feel really good, if the two ponies do it right.” Sun said, wondering how to go about this, though his scientific mind quickly defaulted to anatomical. “Well…” Sun started, “...with the mare reproductive tract, the outermost part of a mare's anatomy is called the 'vulva', or ‘labia majora’. Past that is the ‘labia minora’ and ‘clitoris’, and deeper still is the entrance to the ‘vaginal canal’...” Sun explained clinically, as though teaching a class, oblivious to the confused look on Flurry’s face, “...then deeper still is the ‘cervix’, which leads to the ‘uterus’, ‘Fallopian tubes’, and ‘ovaries’ which produce 'ova'.”

Proceeding right on, Sun continued: “Then for the stallions’ tract, there’s the protective sheath, or ‘prepuce’, and inside that is the ‘penis’. The main components of the penis are the 'glans', then beneath the 'glans' is the 'shaft' of the penis. Finally, in the center of the shaft is the 'medial ring', a hard, highly sensitive ring of cartilage. Beneath the penis are two ‘testicles’, or 'testes', which produce 'sperm', contained within the ‘scrotal sack’, and inside the stallion’s pelvis are a number of accessory glands used to produce ‘semen’.”

Flurry, however, was completely confused. “...Huh?” she asked bluntly, not understanding all the weird words that Sun was using, “What’s a ‘pee-nus’? Do you mean your pee-pee?”

Clearly seeing that an adult explanation wouldn’t work in this situation, Sun decided to take a more practical approach. Getting so he was between Flurry’s legs, leaning over her slightly, Sun placed a hoof softly on her vulva. “These are your princess parts, or you can just call it your fillyhood or vulva,” Sun started, before moving up to the small cleft in her vulva, where her clit was, “and in here, there’s a little button, called your ’clitoris’ or ‘clit’, that can feel really good to have rubbed. This is what was coming out earlier when your fillyhood was moving. Then there's more stuff past it, but we'll get to that.”

As Flurry noticed that Sun’s willy had come out again, she nodded towards it. “What about that? I know you have a pee-pee, but that’s all that other stuff called?”

Sun nodded, giving a small stroke along his less-than-average-sized shaft, feeling his erection twitch at the filly’s observation of such a lewd act. “Yes, this is called my pee-pee, or willy, or stallionhood, though it’s scientifically called a penis,” Sun explained, before shuddering as he moved his hoof down his shaft to his medial ring, “This part especially feels really nice when touched, and you can just call it my pee-pee’s ring.” Sun got a giggle for that, Flurry thinking about his willy wearing a ring like her mommy and daddy sometimes did their wedding rings on their horns.

Finally, Sun used his magic to surround his sack and balls, giving a quiet ‘mmph’ at the sensation of his tingly magic on the sensitive orbs as he rose them for Flurry to see easier, “Finally, these you can just call my balls, though they’re also called testes. They’re REALLY sensitive to being squished though. Ponies have to be really careful with this part of a stallion, his balls especially, or they can really hurt him badly.”

Flurry’s eyes went wide at that, just the thought of hurting Sun, her best friend, making her sympathetically wince. “Oh...well I’d never want to hurt you…” Flurry said, almost afraid to even think about touching him there again.

“Well, you won’t hurt a stallion if you only gently rub or touch, just if you’re really rough and really try to hurt him. As long as you’re really careful, it will only feel good for him.” Sun comforted, seeing Flurry’s tension reduce at that.

“Oh, OK. Wow, here you have all this cool ‘pee-nis and balls’ stuff, and all I have is this boring fillyhood.” Flurry said, giving her nethers a prod and shivering at the tingle it sent through her, her small pink clit winking once in reaction. For some reason, whenever Sun had his stallionhood all big like this, Flurry couldn’t help but feel her parts getting a little more moist and sensitive, it feeling really good to touch herself down there while smelling Sun’s scent; his musky, stallion-y scent mixed with his distinct odor that only he smelled like. Something she really liked about him.

“Your princess parts…” Sun started, looking slightly indignant that Flurry would say such a thing about such a beautiful part of herself, “...are not boring. They’re beautiful, just like the filly they’re a part of.” He watched Flurry rubbing her fillyhood experimentally for a while, her large wings erect at the sensations. Feeling his penis somehow growing even harder at such a sight, he noticed that a small squirt of fluids came from her suddenly, seeing her panting and tensing up, her clit winking rapidly as her hoof delicately rubbed above its hood. As it only lasted a few moments he knew it wasn’t likely a full orgasm, but perhaps a mini-orgasm.

“I-I’m sorry!” Flurry suddenly exclaimed, even as she was recovering from that intense burst of sensations she’d just felt and noticing the wetness on her hooves and Sun’s bed, catching Sun completely off guard. As he looked up from her hoof and pussy to her face, he noticed her eyes glistening with unspent tears, ”I didn’t mean to pee! I just...it just...it felt really good to rub there, and, and…!”

Sun, before he’d even realized it, had grabbed Flurry in his hooves and hugged her tight to him, softly hugging her to his chest and shushing her soothingly, gently rocking her until she calmed down. “It’s OK Flurry, you didn’t do anything wrong, and it's not pee. It's actually really lovely I got to see that!” Sun said after he’d laid her onto her back on his bed again, smiling to show her that everything was OK and that he wasn’t mad at all, “When a filly squirts like that, it just means she’s feeling really good in her fillyhood! Plus, that thing you were doing with your fillyhood, that winking your special button did...stallions really like watching when that part comes out too. I know I do.”

“So...you like when my princess parts...move?” Flurry asked, getting a nod from Sun.

“I really do. It looks really nice to me, and makes your princess parts look even more pretty than they already do.” Sun said, earning a heavy blush from Flurry as she looked away shyly even despite everything.

“Why did it feel like my lower tummy was getting all tight and...squeeze-y when I rubbed my princess parts? It felt really good, and then that...stuff came out!” Flurry asked, even still feeling the aftershocks of her first mini-orgasm tingling in her. “I never felt that part of my belly move before now…”

Sun smiled and nodded. “Yeah, that’s your ‘vagina’, which is where your fillyhood opens into. That's where a stallion puts his pee-pee and it feels really good for both. From what I know, it really likes to be opened up and to squeeze on a stallionhood.”

New worlds were opening for Flurry. “Does it feel even better than...what just happened?” Flurry wondered, looking in wonder now at her lower belly, now knowing that beneath that innocent curve was her ‘vagina’ that liked to squeeze a pee-nis.

“It...can. If you want, I could make you feel good, even without my penis.” Sun offered, and the second he did, he wondered why he had. He’d just propositioned getting a filly off!

Flurry, without a thought, spread her legs wider and left her whole little fillyhood on display to Sun, making his breath catch in his throat at the beautiful sight of her so openly presenting to him. “I think…” Flurry said, before her lips then winked open and clit peeked out, making a tingle go down Sun’s spine at the sight, “...yay, I did it! I did the thingy you said you really liked!”

Sun, seeing Flurry wink at him of her own volition, felt his cock flex and slap his underbelly, bringing Flurry’s attention to it again. "You can touch me down there again. I really like it." Flurry said, spreading her back legs a bit more. Permission given, Sun placed his hoof at Flurry’s small slit, which was swollen with her desire, finding it was slippery with her normal, slightly yellow lubrication, as well as a smaller bit of white; the latter was most likely her filly-cum, proving that she’d had at least a small orgasm to her own hoof. Raising his hoof to his nose, he sniffed deep, smelling the scent of a very aroused little filly; more specifically, his little Flurry was horny.

“I...really like it when you do that with your cute little filly-nub,” Sun said, his tone becoming more husky as his own arousal grew and Flurry’s pheromones started to cloud his mind. Without another thought, Sun started to rub his hoof over Flurry’s fillyhood, earning a gasp and an upward shift of the hips to grind her foalhood into his hoof. He felt her clit winking steadily as he gently rubbed the edge of his hoof between her pussy-lips, feeling her pushing up into him, her hips instinctively grinding along their source of pleasure. Sun was only too eager to show the eager little filly just what sex felt like.

Flurry, meanwhile, was in awe at how different Sun’s hoof felt than her own, so much bigger and able to touch every part of her little mound at once. However, all too soon, the sensations ended as Sun removed his hoof from her parts again, giving it another shameless sniff as he took in the filly’s musk once more. That scent, combined with the scent of Fleur’s passive estrus scent still permeating his room, only served to drive Sun’s lust that much higher.

“Why’d you stop…?” Flurry asked with a bit of a whine, having very much been enjoying the sensations of Sun rubbing over her, before she noticed Sun was still sitting, his stallionhood facing her.

“OK, your turn to make me feel good now.” Sun said simply, leaning against the headboard as he shifted to a partial-lying position, allowing his stifles to open wide and leave his whole package to the filly’s disposal. “Do whatever you want to my penis, but remember to be gentle...and no biting. I’ll let you know if you need to stop. Do a good job and I’ll give you a surprise.”

Flurry nodded and stood, approaching that large, somewhat intimidating ‘stallionhood’ from Sun’s right side now, getting a profile of the member. Tentatively, she placed one of her small hooves on it near the middle, near that ring-thing Sun had mentioned before. Immediately Sun responded, giving a quiet moan as his hips shifted upwards, his member jerking a bit. “I’m sorry!” Flurry yelped, jumping away and nearly looking in tears again, “I didn’t mean to hurt you!”

Once more Sun reached over and placed a hoof on her shoulder, rubbing soothingly. “It’s OK Flurry, it didn't hurt me at all,” Sun comforted, smiling at her, “In fact, it felt pretty good! It’s like...it’s like how my hoof probably felt on your foalhood. Tingly and nice, right?”

“Tingly and nice…” Flurry parroted, nodding, before gaining the courage and now rubbing his member again between her two hooves, then again, wanting to make Sun feel as good as he’d made her feel earlier.

Sun, meanwhile, was restraining himself from outright thrusting as hard as he could into the filly’s hooves, feeling a pleasure that his own magic or hooves couldn’t bring and making this feel way better than anything he’d ever felt before. His member was rapidly throbbing now with each stroke, pulses of his precum painting his underbarrel as they spurted out.

“What’s this?” Flurry asked, now only pumping with one hoof and holding up another, shining with his precum.

“That’s...something stallions make when they’re feeling really good, just like how you make juices too when you’re feeling really good.” Sun explained, getting a nod from Flurry, as well as seeing her smile.

“I’m...making you feel good,” Flurry said with a smile, beaming at the idea of making Sun feel pleasure, redoubling her efforts and feeling him continuing to pulse between her hooves. Suddenly, Flurry started licking along his flare on a curious impulse, tasting his pre, and finding she rather liked the taste of the lightly musky, if slippery, substance. Sun was meanwhile savoring the feeling of her small, warm tongue licking over its head. She tried to put more into her mouth, but had to suffice with only half of her mouth covering his flared head, her mouth too small to allow anymore in.

After a while of this, Sun gently removed Flurry’s hooves from his member as the sensations were starting to overwhelm him and his flare was starting to grow even more, knowing he’d cum soon if he didn’t stop her. “OK, you did great! You made me feel really good,” Sun said, getting another smile from Flurry, “I know of another way I could make you feel even better.”

“OK!” Flurry said, nodding, “What is it?”

Sun couldn’t help but feel another pang of guilt as she said that, unable to help but feel as though he were manipulating this filly for his own carnal desires. “Flurry, you don’t have to do any of this. You know that, right? I’m not making you do it.” Sun said, wanting to test the grounds a bit, to see if Flurry was simply following the orders of her guardian rather than doing something she chose to do.

“I know. I really like this though!” Flurry replied, still smiling, “It makes me feel really good, and I like making you feel good too and...I...I like you a lot.”

Feeling at least a small bit of moral relief that he wasn’t forcing this, Sun nodded. “OK,” Sun said, rolling over so his stallionhood pressed into the cloud mattress, his eyes looking into her eyes before then focusing on the two small slightly-darker-pink nubs that were her teats poking up from her lighter-pink fur, getting an idea, “Roll over onto your back like I was, then I’m gonna make you feel really, really good for your reward.”

Flurry nodded, doing just that and clenched her eyes shut. She entirely trusted Sun, and she’d liked everything so far. If she could feel even better, she saw no reason not to let him do whatever it took to do make her happy.

"Ready to feel good?" Sun asked shortly after Flurry got comfortable, getting a nod from Flurry. With both now in position, and her consent given, Sun first gave one of her small nipples a soft lick, getting a quiet, muffled gasp from her, followed by a giggle. Meanwhile his hoof made its way to her pussy again, slowly moving his hoof's edge up and down her slit, the simple but steady movement making her squirm as he rubbed it between her elastic lips.

Sun was rewarded with a shudder as Flurry tensed up more, her pleasure spiking higher at the lovely sensations of Sun’s tongue along her sensitive teats, giggling at the tickling sensations at first, her arousal already high from the earlier rubbing and his pheromones running through her. It wasn’t long before the sensations grew from tickles into...something more nice feeling.“T-That tickles Sunny…” Flurry said, but instead of just laughing, she gave a quiet moan.

Sun stopped licking, looking up to her face, and only saw lidded eyes watching him lick her and the expression of a very pleased filly. “Did you want me to stop?” Sun asked, but instead of getting a verbal answer, Flurry simply pushed her hips back into his rubbing hoof, her cute little clit giving an eager wink. So he continued.

“D-don't stop! T-tingles!” Flurry managed to sputter out after a while of Sun licking and rubbing her, her voice drunk on pleasure. Sure, it had felt nice earlier when she was rubbing herself and got those little tingles, but this blew that right out of the sky. She felt something big building up in her, grinding harder against his hoof on instinct as she felt the tension rising.

"S-Sun...something's...nice feeling...getting bigger!" Flurry whimpered, grinding back more eagerly, Sun now focusing on her clit's cleft more and getting her to frequently wink now.

That announcement only encouraged Sun on, making him increase the tempo of his movements, instinctively working to make his young mare ready for him. Ready to be bred by him. Sun looked up at Flurry’s face briefly as his hoof kept working on her slit, seeing her virtually glowing with pleasure, her lips pursed and eyes squeezed shut, clearly enjoying the feeling quite a lot if the quiet little whimpers were anything to go by.

He continued rubbing her, now constantly winking clit rapidly with his hoof-tip, his tongue trailing between the small valley between her teats before capturing the other nipple. He suckled on it for a while, separating with a loud 'pop' of breaking suction as he pulled off of one. Sun felt the semi-firm nipples quickly harden as he slathered them with his warm tongue, savoring the feeling of them getting hard because of his ministrations.

He enjoyed the taste of her salty sweat, the floral scent of the lavender shampoo, and of course the sweet ambrosia of her own unique tasting filly-fluids that had drizzled down from her pussy earlier, the little taste only making him want more. He felt the small ring of bumps of her areola raised around her nipple, feeling their texture under his tongue as he ringed it, making his dick flex hard at the feelings.

He paused his licking to simply savor the sight of Flurry’s teats in the light of the dying day, Sun looking at the small teats, seeing the deep-pink nipples standing tall from the much lighter, saliva-matted pale-pink fur around them, seeing them protruding from the much smaller fatty deposits of her teats themselves. He used his other hoof to feel it in its entirety against the frog of his hoof. He only moaned as he thought of how much bigger they’d grow when she’d hit puberty and get pregnant, a healthy set of mammaries to feed her future foals with. Sun felt a hint of jealous of those unborn foals, getting to suckle on the matured teats of this mare.

When Sun resumed suckling her nipples and his hoof kept rubbing that magical spot on her fillyhood, Flurry felt her pleasure spike exponentially, half-screaming out her ecstasy as she started to tremble now as he continued to rub her convulsing clit. Sun licked over her teats for a while more, before he trailed downwards to give a long and deep lick around and inside her folds, just to sample the taste of an aroused foal, earning a wink of her clit into his mouth.

After getting a small taste, Sunburst returned back to her teats. Intense surges of pleasure joined the constant tingling throughout her each time his tongue found a nipple or her clit winked, making her tense up as he rubbed her two most sensitive spots at once, that tension in her belly building as muscles she'd never used before that day squeezed within her.

"S-SUNNY...I'M...IT'S...!" Flurry cried out as she involuntarily bucked her hips hard against Sun’s hoof and her hips arched completely off the bed, her newly-discovered muscles trying to pull its pleasurer deeper into her as she came. She started repeatedly grinding him against her swollen lips while she whimpered through her first full-strength orgasm, heavenly pleasure overwhelming her as she tensed.

Her whole body virtually convulsed as Flurry's passage's muscles repeatedly clenched down on themselves, her juices splashing against Sun's hoof. Her very thick, slightly-yellow filly-cum came out like a waterfall, squirting against Sun's hoof and some even getting onto his coat, sticking to it or dripping off thickly to the bed below.

Sun was meanwhile enjoying the feeling of Flurry's harder-than-ever nipples in his mouth as she came, grazing his tongue over the hardened aureola. As he heard Flurry cry out and grind harder against his rubbing hoof though, squirming and convulsing in her throes of orgasm, he moved his licking to her squirting pussy and looked up at her face, seeing in her expression the absolute pleasure that he was bringing her.

When she eventually calmed down, her orgasm finally waning even as he continued to softly rub circles over her clit with his tongue-tip, he gathered her fluids up onto his tongue, savoring the sweet flavor of the little mare's release, before swallowing. “You taste wonderful, my dear,” he said as she gave a puzzled look at his actions, but she simply couldn’t care what he did when she felt this good.

“Mmm, that...that was…what was that?” Flurry mumbled as she recovered, unable to even describe what she’d just felt. She was just feeling so utterly relaxed now, her little ‘filly-button’ still occasionally twitching in the aftershocks and her inside parts squeezing and twinging sometimes as well, all the tension and need from before gone now.

“That was called your orgasm, my dear, or ‘cumming’. That’s what happens if something touches a mare down there enough,” Sun explained, “Felt good, didn’t it?”

Flurry nodded and, while she was relaxing after her first, seemingly very intense, orgasm, Sun now knew Flurry was ready for him, her insides well-lubed now thanks to his efforts. After letting her rest for a while, he rolled over so he could stand up, his member hanging stiffly beneath him. “Alright,” Sun started, looking to Flurry, “now onto the main game. We’re gonna put my pee-pee inside your fillyhood, and it’s gonna feel even better than what you just felt, for both of us. Could you to lay on your back on the bed for me?” Sun asked, feeling like he was ready to explode without stimulation now, the scent and taste of an aroused filly still coating his muzzle and on his tongue.

“But…” Flurry said, looking at the comparatively huge phallus, feeling nervous. “...it looks way too huge!”

“No, trust me, I’ll make this work,” Sun said, feeling a small sense of pride at hearing his amazingly average penis called big, smiling softly. He knew a few spells that could definitely help with this, after all. Sun then climbed over the little filly, mounting her, and trying his best to keep most of his weight off of her. He moved her so that her croup was on the edge of his bed, his warm, hard stallionhood resting along her chest and belly as she laid on her back still.

Flurry glanced down...and noticed the huge thing’s tip was almost to her lower chest! “Um...S-Sunny...I don’t think it’s gonna fit…” Flurry whimpered, clearly intimidated at its sheer size compared to her, “I don’t know if my princess parts can...”

“It’ll be OK, I promise,” Sun cooed, feeling the underside of his stallionhood grinding against Flurry’ small, nearly hot fillyhood, loving the sensation of his first penile contact with a female’s sex. “It’ll be juuuust fine.” While he ground against her, he could feel himself sliding along her slick fur, between her still wet teats, feeling their hard nipples scraping against his member’s underside, her super-soft fur ticking and stimulating him in ways he’d never been before. He was mindlessly humping at this point, submitting to the sensations and the scent of an aroused mare fueling him on.

Flurry, meanwhile, wasn’t enjoying the grinding quite as much as Sun was. She was slightly struggling for breath as he weighed down on her despite most of his weight being kept off of her, but even still the tingling sensation of him sliding over and between her teats and clit hood was something she very much enjoyed, enjoying even more when her little pink clit would wink out and be grazed by his willy’s sliding. It felt nice, but she hoped it could change a bit to feel nicer for her too. “Sun…” Flurry forced out, “...you’re...squishing me…”

Immediately Sun dismounted her despite his instincts demanding the opposite, his forehooves clopping on the crystal floor as he stood on all fours now. So caught up in his breeding haze he had been that he hadn’t even considered Flurry’s comfort, realizing he’d indeed been forcing her down into the cloud mattress unintentionally hard. “I’m sorry, are you OK?” Sun asked the panting Flurry, unsure if that was because she was enjoying the grinding...or couldn’t breathe before.

“I’m...OK.” Flurry assured after catching her breath, her head swimming at the sensations still tingling in her nethers, “That felt really nice, your pee-pee against my fillyhood and tee-tees, but is there a way we can do that without you pushing me down like that?”

Sun considered the question, then nodded, climbing on the bed and laying on his back beside Flurry, with his member sticking straight up like a pole. “Flurry, I want you to come and sit on top of me. Then, you move your hips so your fillyhood moves along my pee-pee.”

Flurry nodded without question, doing as asked and climbing atop him, with Sun guiding her so she was straddling her legs so his member was between them, her forehooves resting on his chest for balance. “Good, now just start moving your hips like I was.” Sun said simply, getting a nod, and Flurry then started grinding her hips on instinct.

Flurry gasped at how different this felt, being on top adding a whole new perspective and sensation. She started sloppy, unsteady, and even would have fallen off of Sun more than once if he wasn’t carefully supporting her with his hooves. She loved when her little bump would rub against his member, each wink sending a snake of pleasure slithering up her spine, a heat starting in her belly. Deep down, Flurry wanted something...more. “Sun...my tummy’s feeling really warm…” Flurry mumbled out, meeting her eyes with Sun’s as he looked down to her, his expression one of mild bliss.

“That just means you’re really aroused, my beautiful little filly,” Sun said, seeing Flurry’s cheeks’ blush deepen even more from the compliment, “It means you’re ready for me to go inside you.”

“O-Ok…” Flurry said, feeling Sun’s hooves guiding her so she was mostly standing on her hind hooves now, squatting with his flare pressed to her virgin petals, his hooves wrapped around her hips and croup as he was now poised to enter the little filly’s virgin passage.