The Waterfall

by Dandereshy

Rating: mature
Tags: Romance, Porn, Fluttershy, Sex, Slice of Life, My Little Pony: Friendship is Magic, Thunderlane
Length: 5204

Every spring, Fluttershy goes through estrus. And every spring, she goes to a secret waterfall to bathe and relax, hoping to hide her uncontrollable neediness from the stallions of town. Except this year, somepony has stumbled upon her hiding place.

Fluttershy loves to go visit the waterfall not far from her cottage out in the forest. It's a beautiful place, isolated, and a great spot to gather thoughts or just relax. Fluttershy even enjoys taking a bath there every now and then. Even more than that, it's a place for her to escape for her yearly estrus, which is sure to attract any stallion that senses her neediness. Nopony knows of this waterfall and pond; it's her place of refuge.

This year, however, a curious stallion stumbles upon this secret place - and it just so happens to be that time of the year for Fluttershy.

Published 2017-12-31 22:20:12 UTC
Last updated 2017-12-31 22:20:12 UTC

All to Herself

Author's Note

Just a little idea I got from the coverart. There will likely be grammatical mistakes in here. Try not to hate me too much for them. :)

Enjoy!

All to Herself

Fluttershy reached for her meds she normally kept in the bathroom cabinet, but they were not there. Had she run out? She frantically searched the three shelves, pushing aside bottles of alcohol and peroxide, along with dozens of other medicines she kept for medical emergencies with both herself and the animals she tended to.

After a few panicked moments, she realized the truth: she was out of meds.

"Okay, Fluttershy, no need to panic. They're just meds. You can go without them, no problem at all." she told herself, closing the cabinet and returning to all four hooves with a heavy sigh. She didn't have a choice in the matter; she didn't have enough bits to refill her prescription anyways.

Angel hopped into the room, having heard her distress. He peered up at her curiously, cocking his head to the side.

Fluttershy smiled assuringly down at her little pet bunny, bending over to give him a gentle pat on the head. His ears went back. "Don't worry, Angel. I'm alright. Except... It'll be a teensy bit weird around her for a few days. Maybe a week... " she said with unsurety, looking off to the side. "I might be gone for most of the day for the next few days. I've got something I need to deal with."

Angel gave a shrug and hopped back off into the hall and down the stairs, continuing with his day.

Fluttershy gave another sigh and left the bathroom for the kitchen downstairs, where her tea was brewing on the stove. The kettle whistled loudly, billowing steam from the spout, signaling that the tea within was boiling and would soon be ready. Fluttershy retrieved a mug from the cabinet and set it aside as she waited for her tea to finish. As she stood there, she dwelt on the issue at hoof.

The meds she badly desired where the meds she took only once or twice a year, for a week at the most. They were important; without them, she'd become a sitting duck. Without them, she had little to no control over her desires. Without them, she was a mess.

The meds suppressed her estrus, which she, as a mare, experienced on a yearly basis.

It was normal. She didn't have any qualms with it. In fact, it opened doors to her fantasies, which she longed to one day fulfill. However, being as timid and withdrawn as she was, doing so was an implication in itself. She did have control over her physical actions during estrus, but her thoughts wandered. They ran rampant in many directions, mostly inappropriate by her standards. She didn't want to end up in a situation with anypony. She could think of nothing more embarrassing than hooking up with a stranger under the influence of her own hormones. Again, very normal, but to her, scary.

She wasn't ready to be courted. No, she was far from it. Just the very thought of a stallion mounting her was enough to put her under the bed for an hour. But that didn't mean she didn't have thoughts she somewhat entertained. She preferred to keep this to herself, however.

This wasn't the first time she'd discovered a pill deficiency, either. In the last few episodes of estrus, it had happened twice. This was the third.

She knew better than to let estrus come full-on before checking her supply, but this time, it had come on without warning. She decided not to blame herself so much.

In lieu of medication, Fluttershy had a plan b: the waterfall. It was a secret place out in the forest, a place of refuge for her during times of trouble, such as this. Surrounded by thick forest and secluded far enough from town that visitors besides herself were unlikely, she marked it on a map as her favorite place to go - alone.

Nopony knew of this location, so far as she knew. Not even Zecora, who traversed the forest every day, or Rainbow Dash, who flew over the forest all the time for a variety of reasons.

And as it stood today, with those familiar feelings invading her loins, she decided to employ plan b for the next week, just to be safe.

She turned off the stove and poured herself a generous cup of her favorite tea, immediately sipping it. It was still too hot, so she made her way back into the living room and had a seat for a bit to relax. She'd need to gather her bathing materials before she headed out soon.

She glanced over out the window. It was still morning, though noon was coming soon, judging by the position of the sun over the trees. Being mid-spring, it was plenty warm enough for her to enjoy the gentle, cool waters of her hiding place.

She carefully picked up the steaming mug of tea and gingerly sipped it, squeaking. Still too hot. She set it aside and slid a book off the shelf nearby to read for a bit before she went out.

The forest welcomed her. It was like a second home to her. The birds and the bugs and the critters all made her feel comfortable and content. They almost rid her of her troubles, save for the dull ache between her hind legs that she simply could not ignore.

The trotted merrily out deeper into the woods, not far from her cottage. This was the Everfree, but during the day, it was almost completely safe. The real danger began at dusk, but she wouldn't stay long enough to face anything. She was out to bathe in the calming waterfall, relax with a drink and a good book, and return home. That was her plan, as it was every time she came out here.

Stopping to smell intriguing flowers or to say hello to a family of animals, Fluttershy slowly but surely made her way towards the secret waterfall. Soon, a telltale rushing noise told her she wasn't far, and she began a gallop for the rest of the way, eager to get there.

She breached the heavy woods into a clearing; a sandy beach, small pond with an outflowing river, and the glorious waterfall, streaming over a rocky precipice, throwing up a mist that glittered with sunlight and cast a rainbow across the pond. The perfect place to bath and relax.

"Just as beautiful as last time," Fluttershy murmured to herself in awe. She quickly set up her chair, umbrella, blanket, basket of food, and set out her shampoo. She'd take herself a bath first. The burning drive to partake in courtship gave her a violent shiver, so she expedited her settling in and hurriedly hopped into the cool but comfortable water.

It surrounded her, like a liquid embrace that wanted only to comfort her, to cure whatever ailed her. And it did exactly that. She swam out a little, sighing in relief. It cooled her heated nethers, her whole body. She laid back, letting herself float on the surface, and closed her eyes. She imagined herself here all day. Bathing, swimming, watching the animals carry out their day, observing the sun cross the sky, wanting to spread out on her blanket for a nap, and maybe for a little innocent rubbing -

No! She couldn't give in to her desires. It would lead to more weakness and giving in. Once you opened the door, there was no going back.

She waded back to shore, taking up her bottle of jasmine shampoo, and returning swiftly to the welcoming waters. She made her way to the waterfall, where the water was surprisingly shallow - shallow enough to stand and shower like at home.

Nearby, there was a large rock where she set her bottle. She took a deep breath and braced herself for the curtain of water. After a bit of hesitation, she slipped under the steady stream and gave a relieved sigh. The water felt amazing. It trickled and streamed over her body in little rivers on its way into the pond, reaching every part of her body.

"This is just what I needed," she said aloud to herself, although she didn't need convincing. She knew this would make her feel better. After the meds, this was the next best thing.

After a few moments of standing in the water and relishing in the relaxing massage it was giving her, she decided it was time to wash up. She took up her shampoo and poured some on her hoof, using the other to massage it into a foam, and then applied it to her soft, pale-yellow coat. She ran her hooves down her fluffy chest and belly, around to her back and bottom. She stood on her hind legs and let her hooves wander around the slickness of her wet and soapy body. Down her chest, abdomen, between her legs...

"Eep!" she cried out and jerked her hooves from between her legs, drawing them close to her chest. She was inadvertently turning herself on! The water didn't seem to help with this bout of neediness. She'd brought it upon herself with the seductive washing she was just doing. "That was a close one, Fluttershy. Whew... " She squirted herself another hoofful of shampoo and began massaging it into her tangled mane. She straightened it out the best she could, but it would have to be dry for her to comb it. She'd do that after her bath.

She eyed the bottle of shampoo nearby as she rinsed her mane free of the calming substance. Maybe she should wash her body once more...

After a moment of internal conflict, she opted for a second washing. She hurriedly got herself another bit of shampoo, lathered it up, and began slowly, deliberately applying it to her body. She stood up on her hind legs again, letting her hooves explore the curves of her body. She outstretched her wings and gently caressed them, letting out a gasp. They were sensitive - the most sensitive part on a pegasus. Well, for a mare, they were second to her nethers.

Fluttershy felt her hooves moving back to her slickened chest and abdomen. They seemed to have mind of their own, though she was consciously aware of where they were headed.

They descended further south, over her navel, down to the ever-softer coat of her mound, and finally, over her marehood.

She paused and took a deep breath, avoiding inhaling the mist from the waterfall by sticking her head out from under the stream. Despite her promise to avoid pleasing herself, she decided one little rub couldn't hurt...

She swallowed what felt like a stone and let her hoof delicately stroke her hypersensitive lips, eliciting a quiet moan from herself. She moved the hoof from front to back, slowly, with light pressure.

She held a pace, but soon learned she couldn't keep it up; her movements became erratic. One moment, slow and steady; the other, jumpy and jerky. She couldn't help it - staying on either one for too long became unbearable.

She moved closer to the wall of rock behind her and pressed her back to it, lifting a leg under her thigh with one hoof and using the other to continue teasing herself from the front. She bit her lip to stifle the imminent moans each time they threatened to escape. Her eyes fluttered half-shut, but still, she kept going.

The wetness she now felt gracing the outside of her nethers was not water - and this meant she couldn't stop. Not now.

Her leg she was standing on began to wobble, both from her weight and the bliss creeping through her body from her loins. She gasped and whimpered, unable to maintain herself, her hoof a flurry of movement between her legs. She squeezed her eyes shut and -

"F-Fluttershy...?"

She froze. She heard the voice, and prayed that she was out of sight. She begged for it to be her noises that betrayed her.

But it wasn't. She could see somepony at the shore, standing there, staring in her direction.

It was Thunderlane.

Fluttershy collapsed to the water with a splash, squealing with embarrassment. She'd been caught! Her hideout was discovered! Everything fell apart. Her plans to relax, have lunch, to nap, to please herself... All ruined in a moment of weakness, just as she'd feared.

Thunderlane held his hoof above his eyes, as if shielding them from the sun. "I, uh... I was flying overhead and heard you... I came down to investigate, thinking you might be in trouble..." He fell silent.

Fluttershy held her breath, hoping he couldn't seen her. Hoping he hadn't just seen her playing with herself under the waterfall...

"Fluttershy? Are you going to come out? I can see you over there. Vaguely..."

She swallowed what felt like broken glass. Her mouth suddenly felt as dry as cotton. She couldn't believe she'd just been compromised. Her and her secret hideout. But it was time to come out and come clean, so she stood, shaking lightly. She came out from under the waterfall and fluttered over to the shore, landing on the soft sand.

Thunderlane watched her, seeming concerned. His eyebrows were knitted together, his eyes scanning her face for any ideas as to what may have just been happening. The problem was that he knew. Within seconds, he knew exactly what was happening here. Why she was out here.

Fluttershy averted her eyes, refusing to address him, or even look at him. The embarrassment was killing her. She was still stunned that this had happened. She hadn't been careful enough, it seemed.

"Fluttershy... are you okay?" Thunderlane tried again, but Fluttershy wasn't responding. She sat on her haunches and looked down at the sand, refusing to make eye contact with him or say a word. He took a step closer, closing the distance between the two of them. "Hey, did I... interrupt something...? I'm sorry if I did," he apologized, studying her for a reaction.

She couldn't avoid answering him forever. He was here, she was caught, and there was nowhere to go. She couldn't believe how careless she'd been, but it was too late to fix her mistake. Standing before her was a handsome stallion inquiring about her safety.

Handsome stallion...?

She let herself glance back up at him, her eyes making a trail from directly between her forelegs and up the the gray pegasus before her. Yeah, he was definitely an attractive guy. She didn't know much about him, but she was beginning to find herself wanting to know more.

She shook her head wildly, soaked mane flopping to and fro. These thoughts always forced their way into her head during estrus, but she'd always been careful enough not to have them in the presence of anypony. Those were her weakest moments, the thoughts of lewdness between her and a stallion. But she was in the presence of one now.

Thunderlane seemed very concerned for her. He kept studying her like a sample, his eyes flickering up and down her body.

Fluttershy blushed realized he wasn't studying her - he was checking her out!

She turned away again, hiding her face behind her mane. Rarity had told her before not to let a chance slip through her hooves if it came. Finding a mate in Ponyville was hard; it was foolish to push somepony away if they showed interest.

Rarity also told her that sex felt good. With Fluttershy's knowledge that touching herself was about the most euphoric feeling she'd ever experienced, her curiosity of sex free as the awkward silence between her and Thunderlane came to halt.

"Fluttershy, I never realized how beautiful you were until now. I... just thought I'd point it out," Thunderlane said with a cough, grinning nervously at the slowly unraveling mare.

Fluttershy couldn't help but smile. It always felt good to be complimented. She looked up him with this smile, her interest in him piqued. "Thank you..." is all she could say. But could she ask him to do what she really wanted? Could she ask him to show her what it felt like?

Despite her pact with herself to never engage in sexuality with anypony, especially during estrus, she couldn't help but wonder what it felt like. If it didn't hurt, what did she have to fear?

A gentle breeze gave her a shiver, so she wrapped her forelegs around herself to keep warm.

"Maybe you should get back in the water; it'll keep you warmer than staying out in the wind," the stallion suggested, moving forward and placing a hoof on her cheek.

It was a gentle gesture of care, of genuine concern, not of interest. But Fluttershy knew right then and there what she wanted. She wanted him.

She took a deep breath, tilted her head, and gave him an awkward sideways smile that barely showed at the corners of her mouth. "Won't you join me?"

Thunderlane was taken aback. The prettiest mare in Equestria was alone in the woods with him, asking him to join her in a pond where he'd discovered her. He knew what she'd been doing when he arrived, but he didn't see it. He wasn't creeping, but how could he not stop and listen for a few moments before pretending to have just arrived, acting worried about her safety?

He felt his muscles tense for just a second before relaxing. He'd never been in a situation like this. And he knew where it would end up if he stuck around and took up her offer.

How could he say no? "I suppose I can."

Fluttershy felt a wave of relief and desire simultaneously. It was confusing, but intriguing enough not to scare her off. She let him take her hoof and lead her to the water, where it lapped gently at their hooves until they descended to the deeper parts.

The two of them swam out near the waterfall and were able to stand, shaking off the excess water and feeling awkward.

"So," Thunderlane broke the silence, scratching the back of his head and staring at the shore. "What do we do? Just... hang out?"

Fluttershy sighed. It was now or never. She could spend her whole life avoiding something she knew she might like, or she could let go and give it a shot. She swallowed hard, stepped forward suddenly, and brushed her lips - just barely a graze - across his lips. When she stepped back, Thunderlane seemed startled, but not offended.

And he wasn't. In fact, he couldn't believe what she'd just done. He immediately felt his loins tighten. If she did anything more than that kiss, she'd turn him fully on.

The two of them both had rosey cheeks, and both were interested in doing something further. But who would go there?

Fluttershy feared she may have gone too far, but Thunderlane smiled invitingly at her. Almost intimidatingly, like he was beckoning her to try again. So she did.

She moved forward and wrapped her forelegs around his neck and planted her lips on his, feeling his forelegs pull her close, wrapping her up in a tight embrace as they began swapping saliva ravenously.

The desire burned in both of their loins, each of them feeling more and more turned on as they stood by the waterfall and made out passionately.

Thunderlane picked her up, walking on his hind legs under the waterfall to the rock wall, pressing her up against it with his body and diving his tongue into her mouth, their tongues swirling around each other. They could taste each other; they could taste the lust in each kiss, in each nibble of the lip, in each sigh and moan.

Thunderlane broke off the kiss and flashed a toothy yet awkward grin. "Do you... do you wanna, well, you know..."

Fluttershy found his uncertainty adorable. She leaned forward and bopped his nose with her own, her eyes flashing with hidden desire.

Thunderlame took a moment to absorb her beauty. He stared at her face, framed by her tousled pink mane. Her aqua eyes were deep and fully dilated, despite being midday, which somehow made her that much more stunning. Her hot heavy breaths fell upon his muzzle and neck, sending tingles up his spine. He noticed her lip quivering, her tongue flickering out to lick it. And then she sealed the deal: she bit the corner of her lip, just barely.

Thunderlane took the hint. Her buried his muzzle in the crook of her neck, gently biting it as he grinned up against her soft, taut body.

Fluttershy responded by gasping and clinging to him, her hooves digging into his back as she felt her loins burn ever hotter. The wetness dripping down her thigh was not water, and for the second time today, she knew she'd lose control.

And she didn't care.

"Thunderlane... ahhh... I want to try..."

He stopped and aligned his face with hers, staring into her glistening eyes. "Try what...?"

She walked her hind legs around his waist, immediately feeling a hard length against her marehood. She knew what it was and what it meant. She squealed and rested her head on his shoulder, not sure if she was ready for this. Thunderlane felt big. Would he even fit in her...?

The warm, moistness of Fluttershy's needy nether region sent a shiver through Thunderlane's body and took his breath away. He himself had never done this. It was his first time. But he'd never imagined it being with Fluttershy.

"Do... do you want me too...?" he asked in a shaky voice, a hint of desperation finding its way in. He wanted her to tell him. He wanted her complete permission before he did anything.

Fluttershy smiled to herself. Such a gentlecolt, he was. "I want to feel you..." she whispered huskily in his ear. All of her self-respect was now gone; she just wanted to know what it was like at this point. There was no turning back.

Thunderlane felt a jolt in his hard member, and clenched his teeth. This was an impossible dream. It couldn't be real. He was not about to plough a model against a rock. Every inch of her in contact with him was electric. He could feel he chest heaving, and could smell hints of the jasmine shampoo in the air she'd been using earlier. It was all too much to believe.

Fluttershy began rocking her hips to and fro, her marehood grinding up and down his shaft. She moaned softly, burying her face deep into his neck and clutching him close. She really wanted it now. The voice in her head screamed to feel him sink deep inside her, filling her needy void. She even imagined it, feeling the ache deep inside return ever stronger.

Thunderlane couldn't hold back any longer. Feeling her rubbing herself against his member, the heat of her want radiating into him. But he was stunned, unable to comprehend the position he was in. He had this gorgeous mare pinned against a wall of rock, her body pressed tightly against his own, his length pressed against her sensitive lips.

His mind raced as he tried to remember the protocol for making love. Wasn't he supposed to get her going first? Wasn't he supposed to get her... wet enough? As if to remind him, a bead of her fluids ran down his member. She didn't need to be stimulated - she was already there, ready and waiting for him to make one simple move.

Thunderlane closed his eyes, taking a deep breath. He retracted his hips to align with her entrance, and felt her hoof slide down coat of his chest and belly - and after what felt like an eternity - her hoof gently nudged him in the right direction as his hips returned forward. She spread her legs wider, inviting him in with a tantalizing whimper.

It was effortless; her soft lips parted with ease, a silent gasp escaping from both their mouths as he sank past her opening and down into her hot, slick depths.

Thunderlane could barely contain himself. He was inside her. All the way. She'd taken him all the way, every inch. To him, it seemed impossible such a little hole could fit so much, but he wasn't about to question it. His breaths now were quick and sharp, nearly matching hers.

Fluttershy felt a completely new pressure inside her. It erased all fears she had about the pain that may have accompanied her first time. There was no pain - just the need for more. An animalistic drive to have more of him. To have him take her hard and fast, as her fantasies had always been just that. But what he was giving her now wasn't enough. Her body craved something more.

Thunderlane had to overcome this disbelief. He could see it in her half-lidded gaze that she was growing impatient. She wanted him to show her what it felt like. That's what she'd told him just moments before. How could he deny her this request?

He slowly, gently pulled back, her warmth hugging his shaft so tightly, so closely, it almost hurt. He never imagined a mare could be so tight, so undefiled. His pushed himself back inside, deeper this time, it felt like. Fluttershy's breath hitched as she let out a whimper.

Thunderlane froze, fearing he'd harmed her. "A-are you okay?"

Fluttershy let her eyes meet his, their muzzles pressed together as they stood there, entwined. Her eyes were glazed over, her lips parted to give way to her breaths. But she said nothing. Only her steady, heavy breaths and the look in her eyes told him to keep going.

He answered her silent plea, the one ever eyes were giving him. He sank back into her, eliciting a full-blown moan. It was at this point Thunderlane picked up his pace.

Each time her drove into her, forcing her against the rock, his hips smacking into hers, she let out a noise. She couldn't contain them; the jolts of pleasure radiating from between her legs made sure of that. Her mind was clouded by the feelings now. She couldn't think straight, couldn't think logically. All she could do is express her delight in the form of moans and whines as he continued rutting her senseless there under the waterfall.

Thunderlane let go. His worries faded away with each little gasp and moan from his partner. There was no need to hold back. He drove his shaft deep inside her, over and over, picking up speed. The euphoria was driving him wild. Her insides were massaging the life out of him, and with every thrust, he felt the edge of an explosive climax moving in.

Fluttershy wanted to look into his eyes. She was getting close, her pleasure was nearly inconceivable. It was as though her whole body was in a state of euphoria. And when he made her go over the top, she wanted to see his reaction, as well as show him hers. She wanted him to be intoxicated by her expressions.

She pushed back, planting a hoof on either shoulder and gazing into his eyes, entranced. She licked her lips provocatively, slowly running her tongue over the bottom lip, to the corner, and back over the top. Her eyes flashed with excitement and the thrill of what was happening.

Thunderlane was almost thrown over. What she'd just done is sent him spiralling into another dimension of delight. And all at once, he'd lost it. In seconds, a burst of ecstasy emerged from his loins and up his shaft as he felt himself spurting deep inside her. But he never let up his pace. He wanted to see her climax. He wanted to be responsible for making this mare scream in pleasure.

Fluttershy watched his expression as he came, over and over in her, continuing to drive his hips back and forth like a jackhammer. She gripped his shoulders tightly as she let go, letting the spike of ecstasy take over her body. Wave upon wave of inexpressible, divine pleasure overwhelmed her as she cried out her lover's name, her voice strained and shrill.

Thunderlane drained himself in her, feeling each throb of her orgasm squeeze his member. It was enough to nearly give him his second micro orgasm, further emptying his testicles. He pulled her close, letting her bite his neck, moan in his ear, drooling all over his shoulder. He loved every bit of it. He had driven her to this. He was responsible for making Fluttershy cry out his name and crumble in his grasp.

Fluttershy's orgasm began to subside, returning her to reality. It was as though somepony had just flipped a switch. She immediately felt fluids leaking from her marehood as Thunderlane slowly pulled himself out, cradling her in his arms, as if protecting her. She smiled weakly up at him, giving him a peck on the nose. He returned the smile, but pressed his lips to hers, giving her a deep, lustrous kiss.

Thunderlane stood there, holding her and kissing her in the afterglow of their session. They were both spent though, and wanted to relax back on the sandy shore.

Thunderlane held her under the waterfall for a moment, rinsing off their mess. Fluttershy was impressed by his chivalry. She hadn't expected this. It was a thoughtful gesture she wouldn't soon forget.

After he was sure she was clean, Thunderlane flew her over to shore, setting her down on the checkered blanket Fluttershy had laid out earlier. He was about to step away when the mare caught his forelegs, pulling him down onto her. She wrapped her legs around him and held on for dear life, her muzzle buried into his neck.

"Fluttershy..." Thunderlane whispered breathlessly, cuddling her back. Her fleecy coat against his was a phenomenal feeling he wished he would've experienced ages ago. He kissed the top of hear head, giving her a gentle squeeze. "Do you feel okay?" It was a genuine inquiry of her condition. He wanted to be sure he hadn't hurt her in any way.

Fluttershy kissed his neck, giving him a shiver. "I'm feeling just fine, Thunderlane... thanks to you..." She embraced him again, loving this feeling of romance. This was what she'd been missing out on all this time. And it was indeed foolish.

Thunderlane took a moment to collect his thoughts. He and Fluttershy had just made love, and were now cuddled up together on a blanket by the shore of an elegant waterfall and pond. This was a stallion's dream come true.

Fluttershy tried to think about the events over the last hour, but she was too exhausted, mentally and physically. She yawned, curling up and resting her head on Thunderlane's chest. He ran his hooves through her mane, soothing her into a deep sleep not long after.