Thunderlane stands in front of the magazine stand in Ponyville's Town Square, still seething over his breakup with Flitter. The things she said to him ... nopony should say things like that to anypony else, much less one they claimed to love.

He's not sure how he ended up here. He'd intended to just go out for a morning walk to cool down after tossing and turning all night, thinking about Flitter's spiteful words. But now he's unable to go any farther. He's just standing there and staring at the glossy covers. Especially the fashion magazines. The mares modeling those fancy clothes in those pictures are all so glamorous ... so unbelievably perfect. Glitter Drops is radiant in L.E. Button's spring frock collection one said; Fleur De Lis introduces Fragrance by Fleur proclaims another; Picture Perfect's guide to a healthy mane...

What he wouldn't give to go out with one of those perfect mares! That would show Flitter!

With a whoosh and a rainbow-colored streak, Rainbow Dash shoots in between Thunderlane and the magazine stand, blocking his view of the perfectly beautiful and perfectly unattainable mares in those pictures. She wastes no time in pulling out the latest Sport Flying & Stunts Monthly and Flyer's Fitness X. He wonders for a moment what the 'X' stands for.

It's only after Rainbow has already paid for her magazines that she seems to notice Thunderlane standing there and staring at her. “Oh, sorry. Did I cut in front of you?”

He shrugs and breathes a deep sigh. It's not as if he was planning on buying anything, anyway. The spring frock collection wasn't really his thing.

Rainbow cocks her head over to the side a little. “Dude, what's wrong with you?”

“I'm fine.”

She looks him up and down, squinting a little and wringing her lips into a weird little shape as she inspects him carefully. A moment later, she looks him in the eyes and flatly states, “No you're not.”

Thunderlane takes a couple steps backward, away from Rainbow Dash. “No, really, I'm uh... I'm...” But she's not backing down ... or letting him get any farther away. He sighs. “Okay, fine. If you have to know, Flitter dumped me. Just like that! She said she's too good for me. Too good for me! I mean, what the heck, right? Who even says something like that? And I've always kept myself in tip-top shape, I've always been nice to her, I have a great job at the weather bureau where I'm really due for a promotion soon ... what more does she want from me? I'm good enough for anypony!”

Rainbow rolls her eyes at him. “Woah, dude. I didn't ask for your whole life story, sheesh.” She turns to go, letting Thunderlane see the magazine rack again.

“I wish I could date one of those supermodels, from the magazines. That would show her that I'm good enough for anypony.”

Rainbow Dash stops in her tracks. She glances back at him. “Say, Thunderlane ... what if I told you I knew one of the biggest supermodels ever?”

“Rarity?” Thunderlane shakes his head. “She's a designer, not a model. She's only famous for making pretty clothes. Yeah, she looks great and all, but to really show Flitter, I'd need somepony with seriously perfect looks, someone who makes ponies' jaws drop when she walks by. You know, a real knockout, like they put on the magazine covers.”

“No, you dingus! Not Rarity, Fluttershy!”

“Huh? Fluttershy's a model? Isn't she way too shy for that? No way!”

“Yes way!” Rainbow grins confidently. “And I'll prove it! Wait here.”

She zips away, and a moment later, the sky thuds with the impact of a sonic rainboom. Thunderlane stands and stares in awe of it, wishing he could fly like that. Mere seconds later, another huge rainbow explosion spreads through the sky, and Rainbow Dash comes skidding to a halt in front of him.

“There!” Rainbow dash holds up a magazine – not one of the ones she just bought, but a different one, one of the fashion magazines ... and right there on the cover is none other than Fluttershy!

Thunderlane looks closely at it. “The March issue from Twenty Eleven? That was like a year before I moved to Ponyville.” He stares at Fluttershy's picture. Her mane is done up with butterfly pins, and she has a sleek pink dress that fits her perfectly. She looks every bit as perfect as the other models in the other magazines ... maybe even a bit more perfect. How has he never seen her this way before? It's hard to see through the shy way she always hides herself, but now that he's thinking about it ... wow. “There she is,” he says, still staring at the picture. “Equestria's Next Top Model. Wow. Seriously, wow.”

Rainbow Dash, thankful that Thunderlane hasn't yet questioned why she still keeps this old magazine around, steps over to his side and elbows him, wagging her eyebrows up and down. “And what if I told you I could get you a date with her?”

“Really?” The concept almost won't fit into Thunderlane's head. “Isn't she, like, really shy, though? There's no way she would say yes.”

“You just leave that to me.” Rainbow steps away, a definite swagger in her hips, flicking her tail against Thunderlane's nose. “Just be at the Wonderbolts show tonight and find me.”

She leaves Thunderlane there staring at her as she struts away. As soon as she turns the first corner, though, she jumps up and down with glee. “Ha! And AJ said I'd never even get Fluttershy a date! I'm gonna have Fluttershy getting laid way before AJ can even get Twilight's nose out of the reference books, much less actually getting the egghead in bed with somepony! I've got this bet in the bag!” She shakes her head and grins. “AJ can keep her 'sexy librarian' thing. I've got an honest-to-Celestia supermodel on my side!”

* * *

A knock comes from Fluttershy's door, interrupting her usual tea time with Angel Bunny. Rainbow Dash's voice follows it. “Oh Fluttershy... I've got a surprise for you!”

There are many things that Fluttershy enjoys: cute and fuzzy critters, picnics in the sunshine, a calming and predictable musical number... Surprises are not one of them. She cringes down into her seat, as if she can hide from Rainbow Dash. “Um... I guess you can come in?”

Rainbow bursts in through the door so quickly that it startles Fluttershy. She ducks underneath the table.

But Rainbow pulls her out from under it a moment later. “So, Fluttershy, remember that time you drank way too much cider with us out at AJ's barn?”

Fluttershy shakes her head. “I, um... I actually don't remember anything from that night. I shouldn't have let Pinkie pressure me into drinking so much of it. One cup is plenty.”

Rainbow ignores the blasphemy of saying that one puny cup of Apple Family cider is 'plenty'. She's on a much more important mission. And, in the end, it's probably for the best if Fluttershy doesn't remember that night. Rainbow definitely, positively, absolutely isn't a filly-fooler, so she's glad that Fluttershy doesn't remember that time that she kissed her.

Instead, Rainbow stays focused on the task at hand: winning her bet with AJ. “Well, after you'd had way too much cider, you started talking about how you had 'needs' that your critter friends couldn't fulfill ... and how it had been a really long time since you'd been 'fulfilled'.”

Fluttershy covers her mouth and lets out a little squeak. “Oh dear. Did I really say that?”

“You sure did. And now I'm going to help you with that!”

Fluttershy's eyes open wide, and her cheeks blush bright red. “R-Rainbow Dash? What are you saying? I ... But I don't even like mares that way. I mean, if it had to be a mare, I'd definitely want it to be you, but ... um, I don't really feel that way about mares.”

Rainbow blinks at her for a moment, utterly stunned.

Fluttershy stares back. Angel Bunny makes a gagging motion and runs out of the room.

Shaking it off, Rainbow slaps a confident smile back onto her face. “No, no. Not me personally. I've got you a date!”

“A d-d-date?” Overcome with fear, Fluttershy flees the room ... or she tries to.

Rainbow grabs her tail and stops her. “Yeah, a date. And it's tonight! So get a shower, do your hair ... whatever you'd normally do to prepare for a date.”

“Um... Does hiding under my bed until it's over count as what I'd normally do to prepare for a date?”

Rainbow stares down at Fluttershy. Maybe winning this bet is going to be more difficult than she thought. Not that it's going to stop her from trying, though. The stakes are just too high. “Here,” she says, handing Fluttershy a small flask of brownish liquid. “Just make sure you drink this potion, and everything will turn out fine, okay?”

Taking it in her hooves, Fluttershy spins the flask around and reads the label. “Zecora's Secret Recipes™ ... birth control potion?” She shoves the little bottle back into Rainbow’s hooves. “Birth control potion? Really? What do you think you're planning here, Rainbow Dash?”

“Hey, I just want you to be safe, okay. Just in case ... you know? Trust me, it's better to be safe than sorry. Drink up.”

As bizarre and terrifying as the situation is, 'better safe than sorry' sounds like really good advice to Fluttershy. That's the kind of thinking that's simply indisputable. She reaches out and gingerly takes the potion bottle from Rainbow again.

* * *

Rainbow Dash fidgets in place, tapping her hoof rapidly on the ground outside the temporary arena the Wonderbolts have set up in the field just outside Ponyville. She's already decked out in her full Wonderbolts uniform, and due to her poor planing, she's being forced to sign an endless supply of autographs for the ponies lining up around her.

She can't leave the entrance area, though, not even for a second. Every time she glances away for even a moment, Fluttershy tries to slink off and hide ... and she has to stay right here so she can be sure Thunderlane will be able to find them.

The sky is already a deepening orange, and the show is scheduled to start at sunset. The tapping of Rainbow's hoof grows faster and faster, even as she whips out another autograph. Hopefully he'll show up soon, or this whole thing might end up being a bust.

Hopefully, he won't show up. Fluttershy trembles slightly in place, despite all the work Rainbow and Rarity – well, mostly Rarity – did on her mane and her dress. Her mane is in silky, flowing waves, and her short evening gown matches that perfectly, coming down just far enough on her flanks to give alluring hints of her cutie mark from the right angles ... or so Rarity said. To Fluttershy, it feels skimpy and much too racy for a first date with someone she doesn't even know.

She notices Rainbow distracted by a trio of little fillies: the Cutie Mark Crusaders. And all three of them apparently want autographs, even though Scootaloo is the only one who actually seems into it. Does she actually want three autographs all to herself? No matter. The important thing is that it might keep Rainbow busy for long enough to make an escape possible. Slowly, she starts slipping away. If she can just get into the crowd, she can disappear for long enough to—

“Hey!” Rainbow grabs her by the tail and pulls her back. “You said you wanted this, so stick around, sheesh! And if I have to keep yanking on your tail, it's going to mess up all the hard work Rarity put into styling it.”

“Oh, I was just, um...” Fluttershy glances side to side. “Heading off to the bathroom?”

“For the fourth time since we got here? Get real. He should be here any minute.”

That doesn't sound appealing to Fluttershy at all. It's far too much pressure. What if she makes a bad impression on him? What if Rainbow set her up with someone horrible?

And then he comes, having to fight his way through the crowd around Rainbow Dash, but he struggles through. “Sorry I'm late,” Thunderlane says. “Everywhere I turned, there was a bunch of apple carts overturned and blocking up the road. I could barely—” His mouth hangs open and his eyes go wide when he sees Fluttershy. “Oh... Oh wow.”

Fluttershy blushes and tries to hide behind Rainbow Dash. “You got me a date with Th-Thunderlane? Rainbow! There's no way somepony like him would want to be with somepony like me!”

Rainbow ignores the rest of the clamoring Wonderbolts fans and pulls herself close to Fluttershy, talking into her ear, “Chill, Fluttershy. And trust me. He's totally into you. He probably thinks you're out of his league.”

“I am out of his league! I'm way below his league!”

With a frustrated groan, Rainbow pushes Fluttershy toward him. “Just trust me, okay. It will be great, I promise.”

From inside the arena, the band strikes up the opening fanfare of the show.

“Horseapples! I'm late!” Rainbow zips away, leaving the two of them together.

Thunderlane slowly comes up to her as the crowd that had gathered for Rainbow Dash dissipates and heads into the arena. He holds out a hoof to shake, but she doesn't take it. “So, um... Hi, Fluttershy. I'm Thunderlane ... but, um, yeah. You probably already know that we've met before and all...”

She looks up at him; her lips quiver slightly ... which may just be nerves, or just maybe an attempt at a smile.

“So, uh, I've heard you were a supermodel once.” He glances down at her body. “And yeah, wow. I don't know why I never saw it before – you're definitely cut out to be one. I mean, wow ... just look at you!” Thunderlane snaps his mouth shut, already regretting what he's said. The moment those words come out, he realizes how crass and shallow they are ... he's probably blown it already.

“Oh, um ... yes. I was a model for a little while.” Fluttershy nudges one hoof back and forth in the grass in front of her, looking down at it intently. “I didn't really like it much, though. I hated all the attention and all the events they expected me to go to.”

“Oh, okay...” Thunderlane looks around as the crowd funnels into the arena. When he takes one step toward the entrance, Fluttershy follows. That's a good sign. As he leads her inside, he tries to whisper to her through the crowd, “You know, I heard amazing things about the way you came in and saved the day when we sent the water up to Cloudsdale. You were wonderful!”

Over the babble of the crowd and the flaring music, she can barely hear him. “What?”

He tries again, more loudly, “I said you were amazing when everyone had to send the water up to Cloudsdale!”

“Oh, no I wasn't.” She looks away, her cheeks flushing, then looks back at him. “You contributed a lot more than I did – you had so much more ... wingpower.” She can't keep her eyes away any longer. They're drawn to Thunderlane's powerful flight muscles beneath his sleek grey fur. She gasps slightly – and very, very quietly – at the rush it makes her feel.

Thunderlane hangs his head a bit lower and just focuses on finding a pair of empty seats. He's sure that his second attempt at giving Fluttershy a complement has backfired as well now. As far as he knows, all he's done now is make her feel self-conscious about her low wingpower numbers all over again. That stupid machine and its stupid numbers ... not everything can be reduced to a number!

At least things are a little less awkward once they can take their seats on the hard bleachers and just focus on enjoying the airshow. It's just the band for now, though ... the Wonderbolts must be a bit delayed for some reason. Unfortunately for him, that gives Thunderlane the idea that the two of them should be talking about something ... and Fluttershy sure isn't going to initiate that, so...

“So, uh...” He's sure that he had something in mind to say, but the moment he looks at her in the soft evening light, whatever he'd meant to say flits right out of his head. “Uh...” She's looking at him! And he's babbling like an idiot! He has to find something to say. “So tell me about yourself?” He winces a little at the squeaky tone of his voice. But that question should be pretty open-ended, right? She won't be able to take that one the wrong way!

Fluttershy runs a hoof through her mane, twirling it around nervously and messing up a little bit of Rarity's hard work. “Oh, um... I'm not very interesting, really.”

“But... You were a supermodel once! And you're one of the Elements of Harmony! And doesn't Discord live with you now?” Thunderlane's sure all of that is just a smattering of the amazing things Fluttershy has done. How can she be so down on herself? “Isn't that pretty interesting?”

“I don't know... Most of that stuff just kind of happens to me... I try to keep out of it whenever I can.”

Thunderlane slumps in his seat, forgetting for a moment his efforts to keep good posture and show himself off in the best possible light for Fluttershy. It doesn't seem like they're connecting at all! How can this mare possibly be friends with anypony if she can't accept compliments and always tries to duck out of a conversation? Or is it just him? Maybe she doesn't like him very much? Maybe Flitter was right...

Before the pressure to say something else builds too much, the band suddenly strikes up a different tune – they've been given some kind of cue. All around, ponies in the audience lean forward in their seats.

The show starts with a spectacular flyby; six Wonderbolts thunder over the little arena, right on cue with the music – five of them trail smoke behind them and one of them trails a line of bright Rainbows. They loop over the audience's heads, their formation opening up like a flower before they zip back down to skim the ground in the middle of the arena.

As the show goes on, Thunderlane sneaks the occasional glance over at Fluttershy. She doesn't seem to notice – she's entirely focused on watching the airshow. He purses his lips, sighs, and turns back to watch the show himself, wondering if he'll actually have any kind of a chance with her. She sure doesn't seem to like him very much.

Fluttershy keeps her eyes intently on the show. She can't risk glancing at him again, or he might see her staring at his body. Why does that dark fur of his have to show off his muscles so nicely? And what if he sees her blushing? That would be coming on far too strong for just a first date! There's no way she can risk him figuring out how much she already likes him. He'll think she's crazy for jumping on him so quickly!

From the way the music's flaring, it's clear the show is building up to its grand finale. As the tension builds and the Wonderbolts' stunts grow more and more intense, even Thunderlane forgets his worries for a moment, watching in rapt attention instead of sneaking glances at his date.

In the final stunt of the show, all six Wonderbolts rocket up from the center of the arena, shooting high into the sky before they break apart and spiral back down. The moment they break formation, a huge fireworks display lights up the dark purple sky: A huge red heart shape appears, and then with two smaller bangs, Fluttershy's and Thunderlane's cutie marks both appear inside it.

Thunderlane stares up at the twinkling sparks as they gently fall, still holding their shape of cutie marks inside a heart. He's certain that Fluttershy must have arranged for this. She's friends with one of the Wonderbolts, after all. But ... for her to choose such a suggestive shape means that she must actually like him after all! His heart skips a beat, and a big smile grows on his face. Maybe this will work out ... as long as he doesn't screw it up.

Fluttershy, though, is sure that Thunderlane requested it. And she can't believe that he would have called in such a huge favor from the Wonderbolts just to impress her. Does she really mean that much to him? That's ... really flattering.

Down on the arena floor, Spitfire elbows Rainbow Dash harshly in between bowing to the cheering crowd. “What the hay was that, Crash? You know what I told you about unrehearsed explosions in airshows! You're going on probation for this one! You're going to be sweeping the floor in my office for months!”

But Rainbow just stares up at a certain two ponies in the audience, at how those two are now looking at each other. She's been on probation before. The important thing is that her little fireworks display seems to have been just the spark those two needed.

Back up in the stands, as the ponies in the crowd around them begin to get up and head for the exit, Thunderlane leans in close next to Fluttershy and says, “I have reservations for Savoir Cuisine, if you want to come...”

“At Savoir?” Fluttershy gulps. She's never actually been there before, and even though she's been to things as fancy as the Grand Galloping Gala ... the Gala has never really turned out well for her. Savoir Cuisine still sounds really intimidating. But if she says no, he'll think that she doesn't like him and the date will probably be over! She takes a deep breath, steeling herself for the experience. “Um, okay. If you want to.”

The two of them make their way out of the arena and back into the middle of the town toward Savoir Fare's elegant evening restaurant, and unbeknownst to them, a certain rainbow-maned pegasus follows them from high up in the sky, keeping tabs on their progress.

* * *

As the burly earth pony Maître d' shows them to their table and provides them with menus, Thunderlane begins to feel a bit nervous about the situation. Sure, the atmosphere in this place is amazing, and the smells wafting out from the kitchen are divine ... but the menu doesn't have any prices listed on it, and that might be a bad sign for his bank account.

Still, Fluttershy seems impressed, so that must be good.

Fluttershy struggles to put a brave face on her utter terror at being in a place with so many nuanced social expectations and rules. What if she does something wrong and all these fancy ponies just stop and stare at her? Still, she has to pretend like she wants to be here ... that's the first and most important expectation, after all.

She attempts a smile for her date. “Wow, um, I... I don't usually go anywhere this fancy.”

If that's not getting her to open up a little, at least it's close. Thunderlane smiles. “Where do you usually go?”

“Oh, um... I normally ... um, stay at home, I guess.”

A moment passes without either of them speaking. Thunderlane doesn't know what to say to that; Fluttershy doesn't think there's anything much to say about eating at home, is there? Both of them stick their noses into their menus, pretending to be absorbed with picking out what to eat instead of struggling for anything to say to one another.

Then it hits Thunderlane – didn't he see Fluttershy on stage that one time? “Say...” He leans toward her. “Aren't you one of the members of the Pony Tones? How did that happen?”

“You s-s-saw that?” Fluttershy sinks down in her chair as if she can disappear into it and escape the thought of someone she's trying to impress having seen her on stage.

Oh. Thunderlane bites his lip. Turns out that was the wrong thing to say ... again. This just isn't going well at all!

Another awkward silence seeps in ... Fluttershy busies herself with her menu, even though she can't quite think straight enough to read the small, fancily embellished script. She's about to begin to consider broaching a subject of her own to break the intolerable silence when their waiter appears at the side of the table.

Except, it isn't their waiter at all. It's a blue pegasus with a rainbow mane ... with her hair slicked down, a fake black mustache over her upper lip, and a dish cloth draped over her cutie mark. It's obviously Rainbow Dash in a flimsy disguise.

“So, how is your evening going, my fine Lady and Gentlecolt?” she asks in a truly atrocious accent; she waits for their answer for a moment, but none comes. “Um... May I take your orders, or perhaps get you started with one of our appetizers?” Her eyes go wide when another idea occurs to her. “Oh! Or perhaps some wine! Yes, lots of wine. That should do the trick!”

Fluttershy glares at her. “Rainbow Dash, what do you think you're doing?”

Their 'waiter' holds a hoof to her chest and acts as if surprised and offended. “Rainbow Dash, do you say? Who is this Rainbow Dash you speak of? I am quite certain that I have never heard of her, nor of her astounding feats of aerial acrobatics.”

One of Fluttershy's eyebrows slowly arches. “Oh, is that so? Who are you, then?”

“Why, I'm Rainbow Dish, Rainbow Dash's second cousin, um... twice removed.”

“I thought you said you'd never heard of Rainbow Dash.”

The 'waiter' takes a step back ... her eyes dart around, searching for an exit, and her mustache comes loose a little, lying crookedly askew on one side. “I, um...”

Thunderlane finally gets over the sight of Rainbow Dash like this enough to chip in at the task of chipping away at her disguise. “And you're obviously a mare ... so why do you have a mustache?”

“Um, right. So, about the menu ... our specials today are, um...” Rainbow winces, suddenly wishing she'd researched her role a bit better. What kind of food do they actually serve here, again?

Fluttershy looks at her as if she's looking down at a misbehaving toddler. “Rainbow Dash, come on. We both know it's you. What's going on here?”

“Ugh, fine!” Rainbow Dash whips the dish towel off of her flank, then uses it to muss her hair back into its usual form. “I hated that disguise anyway.” She looks up to see Fluttershy still staring her down. “If you have to know, I figured you were going to be really nervous about this, so I wanted to check up on the two of you and make sure everything was going okay, alright? I'm just trying to make sure you're both happy! You are doing okay, right?”

That sounds at least partially true, but Fluttershy's fairly sure that there's more to it than that. “We'd be doing a lot better if we had a little privacy.”

Before Rainbow Dash can reply, the very real Maître d' returns, coming up from behind and looming over her.

“Ma'am, Sir,” he asks, “Is this uh—” he stares down at her mustache with some degree of confusion “—mare disturbing you?”

Rainbow Dash, reminded of the mustache, peels it off with a quick wince of pain, wishing for a moment that she'd used less glue. She begins backing away from the intimidating stallion barely contained by his exquisite suit. “Oh, um... Don't mind me, I was just leaving!” She darts away, leaving a rainbow trail.

The moment Rainbow leaves their table, Pinkie bursts in through the front door, her frizzy mane more-or-less slicked down like Rainbow's and with a matching mustache. She whips out an accordion and begins playing as she sings along, “Oh what a night! – Love is in the air – and flowers in her hair – Oh what a—”

Rainbow grabs her on the way out. “Sorry, Pinkie, we've got to go. They're onto us!”

“Aww! I was just getting started!” Deflated, Pinkie lets Rainbow drag her out of the restaurant.

Thunderlane and Fluttershy both stare as Pinkie and Rainbow slip out through the restaurant's front door. It's hard to tell who starts it first, but they both begin to giggle, then burst out into full laughter, disturbing what little quiet dignity the restaurant still has.

Their laughter soon quiets, but something special passes between them when the look back into each other's eyes. Each of them blushes, but they're still smiling when their real waiter comes around to the table.

* * *

Outside the restaurant, Fluttershy takes a moment just to breathe, relax, and glance up at the stars. “That was really nice ... thank you, Thunderlane ... I, um... I had a really good time with you tonight.”

Oh, so is the date over, then? Thunderlane takes a step toward her, but then stops and backs up. He's not sure if he should even try for a goodbye kiss or anything ... did he really earn that? If he's too forward with her, she's never going to let him take her on another date ... if he can even afford another like that after that shocking restaurant bill.

“Um, thanks,” he says. “I had a great time, too.” He looks around for a moment, back at her, then down the street, back at the restaurant ... another glance at her ... but she's not really showing any signs of coming in for a kiss or anything, not that he'd expect her to initiate it. “So, um, goodbye, I guess? I hope you have a good night, I mean a good rest of the night, or, or... um...” He rubs the back of his mane. “Yeah. Goodnight, Fluttershy.”

Fluttershy holds back a sigh. He didn't even try to kiss her! Maybe the night didn't go as well as she thought it did ... or hoped it did. “Oh, um ... okay. Goodnight, Thunderlane.” She turns to go.

Thunderlane just stands there and watches her slowly walk away. Darn it ... they'd finally begun to really connect to each other in the restaurant, even if they hadn't really talked much. But it looks like this night is going to be another one of those that ends in a huge disappointment ... he'll probably have to get used to a lot of those as he gets back into the dating game.

“Psst,” a nearby bush says.

He looks down at it, then spots Rainbow Dash's face popping out from between the leaves.

Rainbow jabs her hoof toward Fluttershy. “Dude, you're blowing it!”

“I, uh... Well, I don't know if she wants me to, uh...”

She rolls her eyes. “Trust me, she totally wants you to, okay?”

Fluttershy is getting farther and farther away ... Thunderlane knows he has to make a decision and act quickly if he's going to do this ... so he does.

He rushes up behind her, catching up quickly. “It's, uh, getting really late. Would you feel better if I walked you home, just to be safe?”

Fluttershy stops and looks back at him. “Just ... to be safe?”

He nods.

After an agonizing moment of quiet, Fluttershy gives him the tiniest, quietest “Yes” in the history of Equestria.

* * *

It seems to have taken no time at all for them to arrive at Fluttershy's cottage, even though it's on the very edge of town, near the Everfree Forest.

The two of them step up to her front door; they look at it, but neither of them says anything. The only sound anywhere is the soft chirping of nighttime crickets and the breeze in the tree branches nearby.

Thunderlane wonders if he should do something. She seems to be waiting for something ... but everything he can think of would be way too forward. He might be assuming far too much just from her letting him walk her home. After all, there's nothing about 'just to be safe' that implies permission for him to do ... any of the things he wants to do with her.

Meanwhile, Fluttershy struggles with her own internal turmoil. She knows he wants to ask her for more ... but apparently, he's too much of a gentlecolt to do it, even though she keeps waiting and waiting for him to make some kind of a move.

If he doesn't do something soon, she might have to do the unthinkable. She might have to... She gulps. She might have to ask him. The thought of putting herself out like that makes her fur stand on end. Oh, why can't he just ask her already! Why does he have to torture her like this?

Thunderlane can feel a bit of a sweat building up under his fur, even though the night is a little bit chilly. Fluttershy is obviously getting more and more agitated. Oh no... Is he bothering her? Is she waiting for him to go? What if she's afraid of him – what if she thinks he's going to jump on her and force his way in if she opens the door with him still there? Could she have that bad of an opinion about him? Maybe he should just go ... and let her get on with her life. Rainbow Dash was probably wrong about Fluttershy wanting him to come in the first place.

He still isn't saying anything! Fluttershy fidgets from hoof to hoof, dancing in place. Oh, that's it! She's going to have to do it! She clears her throat.

Thunderlane freezes, staring at her. That clearing of her throat is probably meant as a polite suggestion that he leave, right?

But it isn't... She's very quiet, but in the calm of the night, she's still easy to hear: “You could, um, come inside and warm up with some tea or something, if you'd like.”

He's flabbergasted that she would say something like that, and he's half-sure that he misheard it or misunderstood it somehow, despite how clear it was. He nods eagerly. “Really?”

Fluttershy unlocks her door – this close to the Everfree Forest, it's prudent to keep her door locked, even if most of Ponyville doesn't – and she opens it up, ushering Thunderlane into her home.

As Thunderlane quickly steps inside, he can barely take in the quaint, animal-filled cottage. His head is rushing with anticipation and blissful disbelief. She invited him inside! And, and ... if there are any rules at all in dating, one of them is that if you invite your date into your home on the first date, it's for more than just a little tea! Can this really be happening?

Fluttershy goes over to the kitchen nook and puts a tea kettle on the burner. “Can you turn this off when it boils, Thunderlane?” She heads around to the stairs on the other side of the room and starts going up. “I'm going to get changed ... this gown Rarity gave me is beautiful, but it's not the most comfortable.”

Thunderlane gawps up at her ... and not only because of what very nearly amounted to the old 'I'm going to change into something more comfortable' line. The way she's standing on the stairs in front of him gives him a perfect view up her short pink skirt, showing him most of her cutie mark, the supple curve of her ass cheek, and even a hint of what's hiding underneath her tail. He can barely manage a nod of acknowledgment.

Once Fluttershy disappears up the stairs, his brain can finally work again. He shakes himself to clear his head, and he tries to think long and hard about going to the dentist, in order to prevent a certain part of his body from making an intrusively premature appearance. This is not the time to be exposing himself in front of her!

For a moment, he considers trying to find some mugs and the tea bags, getting everything ready ... but on the balance of it, he decides that it's best not to go searching through her cupboards looking for that. The last thing he needs is for her to come back down the stairs and catch him doing that. She'll think he's some kind of creep, snooping through her house.

So instead, he settles down onto a small green couch near the stairs and decides to wait right there until the water boils or Fluttershy comes back down.

The lights are on inside, and all he can see in the small, round window is his own reflection ... which is why he doesn't notice Rainbow Dash taking up a position a little ways outside the window, in the bushes, where she has a clear view of him on the couch.

Upstairs, Fluttershy rushes through the motions of undressing and fixing her mane back into its usual shape. She doesn't want to leave him alone down there too long. What if he thinks she's avoiding him? What if he thinks she's abandoned him? What if he decides it isn't worth staying and he just ... leaves?

So she manages to get more comfortable in record time, and she's back downstairs just as the teapot gets close to boiling.

That's perfect. It gives her something to do without any need to confront the daunting task of sitting down and talking to the stallion who makes her feel so ... jittery inside.

Moving with practiced ease, she pulls two of her favorite cups from under the counter, takes the pot off the burner, and opens the drawer with all of her teas inside. What would Thunderlane like? She's never made tea for a stallion like him before ... It's probably best to ask. “Um, Thunderlane,” she asks uncomfortably loudly, to make sure he can hear her all the way across the cottage, “do you like Pearl Grey or Darjeeling?” She stops for a moment. It's getting pretty late, perhaps too late for something that will keep him awake. “Or maybe something herbal? I have some jasmine, some hibiscus, some chamomile...”

Thunderlane stares at her ... and not only because she's so incredibly beautiful when she's au nature ... And not only because that's the most and the loudest he's ever heard her speak. The thing is, he's never been much of a tea drinker, actually. He came in 'for tea' because he wasn't about to turn down an invitation inside from Fluttershy ... but he's probably only drank three or four cups of tea in his life, and he has no idea what kinds those were. It was always the same kind that his grandma made, and she never asked him how he liked it. But he has to pick something, to pretend like he actually is interested in the tea... “Um, jasmine,” he blurts out, picking something that at least sounds nice. Tea is tea, right?

“Do you like honey in it? How much?”

Thunderlane gulps. This is quickly turning into a pop quiz that he's not at all prepared for. But ... honey is never bad, right? “Yeah, um... Lots of it.”

Even though Fluttershy's not sure how much 'lots of it' actually constitutes, the honey stops dissolving after about eleven spoonfuls, so she figures that must be enough. She never took him for the kind of guy who likes his tea so sweet ... but that's charming in a way, to be able to see his softer side.

In just a few moments, Fluttershy comes out with the two cups balanced on her wings. She offers one of them to Thunderlane and deftly takes the other one off her own wing as she sits down on the sofa next to him. She doesn't sit quite right up against him ... but she's certainly not as far from him as she could be sitting, even though it's a fairly small sofa.

Fluttershy sips her tea. “Go ahead; enjoy. I hope you like it.”

Okay, sure. Thunderlane takes a sip of his own tea. It's like drinking hot pancake syrup! The stuff is so sweet it makes his eyes dilate and his lips stick together.

“Do you like it? I hope I added enough honey for you...”

Thunderlane quickly gets a hold of himself and forces a smile. “It's...” He has to move his tongue around in his mouth a little before he can speak, just to make sure he can still feel it. “It's great!” He smiles as wide as he can. “I love it!”

“Oh, wonderful! I'm glad you do.” Fluttershy settles in a bit more comfortably, snuggling into her favorite couch.

With that crisis averted, Thunderlane braces himself for another sip of the syrupy tea, but as he cautiously raises the hot cup to his lips, he spots a family of squirrels riding on the back of a ferret quickly cross the other side of the room and disappear underneath Fluttershy's kitchen sink.

He lowers the cup again and points. “Did you... Did you see that?”

She smiles. “Oh, that's just the walnut family and Mister Ferreston. They're great friends.”

“But don't ferrets ... usually want to eat things like squirrels?”

“Oh, maybe out in the wild, yes. Isn't nature fascinating? But not here. Why, Mister Ferreston wouldn't hurt a fly! When he first came here, a tree branch had fallen right on his tail and broken it cleanly in half – it was everything I could do just to reattach it. And he got into a few little fights at first, until my good friend Hummingway introduced him to Missus Ferreston. She set him straight pretty quickly. Of course, her name wasn't Missus Ferreston back then, it was...”

As Fluttershy goes on, weaving ever more intricate tales about her little animal friends, Thunderlane can't help but stare at her with moonstruck eyes, in awe of the way she's opening up.

When Fluttershy talks about her animals, she's finally able to drop that self-conscious filter of hers that keeps her every word and action locked away behind three layers of second-guessing herself. When she's talking about them, she finally feels free to speak exactly what's on her mind without worrying what anypony will think of her.

And to Thunderlane, that's unbelievably charming. Despite any intentions he may have had ... he has to admit that he's really beginning to feel something for this real Fluttershy, the one hiding behind that shell of hers. Seeing her with a little bit of confidence is incredibly endearing ... and more than a little bit sexy, actually.

Each story that Fluttershy tells ends up with her drawing a little closer to Thunderlane ... and she doesn't even notice. It's just that he seems so attentive and interested. Nopony else seems to care very much when she tells them about her critters' antics, but he can't seem to get enough of her stories.

She does notice how close she's getting when their shoulders actually touch, their furled wings rubbing against each other. Both of them freeze for a moment, unsure if the physical touching is okay ... but when neither of them objects to it, she continues on with her story, snuggling up against the side of his warm, firm body as she goes into the story of Missus Thistle and her misguided ambition to be the fluffiest bunny who ever lived.

Thunderlane's heart is racing as he feels Fluttershy's soft, silky fur against his side. She's just so warm and lovely... He takes another tiny sip of his tea, barely halfway through his cup, even though Fluttershy has already finished hers.

It's not the extreme sweetness of the tea that's making him drink so slowly ... at least not entirely. He just doesn't want this evening to end, even though it must be far beyond midnight already.

After a few more stories, he gets the nerve up to lift his hoof and oh-so-casually lay it across the back of the sofa. Fluttershy instantly cuddles up closer to his side, letting his foreleg rest across her shoulders. He can nuzzle her luxuriantly soft mane now, even though he hardly dares to do so ... she must already be able to feel his thundering heartbeat.

Eventually, though. Thunderlane's tea does run out.

“...and that's when she learned that bears don't make good swimming partners, even the friendliest ones!” Fluttershy giggles at her own story as she watches him put his teacup down. Oh no! He's out of tea. Does that mean... “Oh, um...” She looks down at the cup. “So I... I suppose you're, um...” She can't bring herself to suggest that he leave. Not yet.

Thunderlane sighs heavily. “Yeah.” He waits for another moment ... a precious moment of feeling Fluttershy up against him. “I guess that means I should head home, huh?” He grimaces at the thought of getting up and leaving her.

Fluttershy knows it's all up to her now ... but after chatting about her critters for who knows how many hours, she's no longer wracked by self-doubts about it. She tilts her face up to look at him ... their noses are almost touching. “You don't have to go yet, um ... if you don't want to.”

Their faces draw a hair closer together; their noses touch ... but neither of them pulls back.

It's hard to tell which one started it ... both Thunderlane and Fluttershy think to themselves that it was the other one, but their lips meet a moment later, parting softly for each other. They separate for just a bare second, looking heatedly into each others' eyes before they give in to what they want and come together again.

Fluttershy pulls herself closer to Thunderlane as they begin making out more and more intensely. Thunderlane's hoof caresses her cheek and strokes her mane as he offers her a little tongue ... which she greedily takes and explores before returning with her own. She moans softly into his mouth ... oh, it's been so long since she felt like this!

Thunderlane's hoof trembles as it caresses Fluttershy's lovely fur. He can't get enough of her soft, perfect lips against his own, even though he's pretty sure he's beginning to sweat. When did the inside of the cottage get so unbearably warm and steamy? How did that happen?

As Thunderlane moves on to nuzzling against her neck, dipping his face up and under her mane to do so, Fluttershy glances down at his body. Her eyes go wide and she tenses up a little bit when she sees it: Thunderlane's cock is right there, beginning to bulge out of his sheath and rise up toward where her hoof rests on his chest.

Thunderlane feels her tense up; he pulls back a little ... and then he sees what she's staring at. “Oh, oh! I'm so sorry! I'll, I'll, um...”

Fluttershy prevents him from getting up and rushing away by holding her hoof against his chest. She leans up and quite deliberately kisses him again.

That seems to relax him, and he melts back down onto the sofa. Her hoof traces down his chest a little, gently caressing his upper belly, then gradually downward across his abs.

Thunderlane's own hooves apparently have permission to play as well now, and he uses it. As the two of them kiss more and more deeply, his hooves wander over Fluttershy's wings, down across the supple curve of her lower back ... until finally, he's able to touch her right across her cutie mark, rubbing firmly and delighting in the soft curve of her rump.

Fluttershy's hoof bumps the very tip of Thunderlane's cock, making him gasp. She backs off a little, but not far.

He doesn't want her to stop, though. In an effort to encourage her and give her permission, he slides his own hoof around to her sleek yellow belly, tracing through the lovely soft fur there before venturing a bit lower to her underbelly ... then lower still. He shudders in pleasure as he feels the pillowy softness of her teats, the two hard nubs of her nipples. This has already gone far better than he ever hoped the night would.

Fluttershy makes a quiet, but desperate moan when she feels him touching her teats ... the tingling touch against her nipples, the warm push and pull of him gently squeezing. She hasn't been able to feel this way in so long!

And she can't hold herself back any longer. A part of her isn't sure why she waited this long at all. She reaches her hoof boldly down to grab Thunderlane's dark grey length in her hoof, already beginning to stroke up and down across the pink mottling on the upper half of it. She realizes that she's forgotten how lovely a pony cock feels – the smooth and perfectly soft skin of it around the ardently hard core inside ... the heat and the weight of it... Her hooves explore his entire length, picking up a little drop of pre-cum at the tip and feeling every inch of him, all the way down to his nice smooth balls below. She plays for a moment with those heavy eggs of his before moving back up, twisting her hoof back and forth a little to make him feel as good as possible.

As Thunderlane's mind quickly fogs with lust, he doesn't even think about it – he just slides his hoof a little lower still, between Fluttershy's hind legs, and dips it right into her warm honey.

Fluttershy gasps. Her hooves stop right where they are and grip Thunderlane's cock tightly. Her whole body twitches as she feels her pussy wink against the smooth hardness of Thunderlane's hoof. Her slick warmth instantly coats him, letting him glide it back and forth slightly over her pussy lips, over her clit as it winks out and kisses his hoof. She can scarcely breathe!

Encouraged by Fluttershy's obvious reaction, Thunderlane begins moving his hoof a little faster, jiggling it against the soft, perfect lips of Fluttershy's pussy. He licks his lips, soaking in the sight, the sound, the feel ... even the smell of it when she throws her head back, staring up at the ceiling, her hind legs clenching around his hoof as she gasps for breath. He humps a little bit into where her hooves are locked in place around his cock and moves his own hoof a little faster, a little higher, focusing on her clit as it winks out at him more and more.

Fluttershy's whole body heaves back and forth as she feels Thunderlane's muzzle gently teasing her outstretched neck. His hoof is lighting a fire inside her, one that's quickly burning out of control and consuming her whole body, making her tingle from wingtip to wingtip.

And then she freezes in place. Her body clenches tight on the aching emptiness inside her, and she cries out her ecstasy ... quietly.

Thunderlane holds his hoof in place against Fluttershy's pussy lips, keeping still as her body begins to jerk back and forth, as she rides out the first orgasm she's had in a long, long while. Only after she's fully relaxed and hugs her hooves around his neck does he slip his now-dripping hoof out from between her legs.

“Oh Thunderlane,” she coos into his ear. “That was amazing.”

His cock twitches, and she must have seen it, because she smiles and starts stroking it again with her hoof.

But now that the heat of the moment has cooled down just a little, Thunderlane can look around the cottage ... and he notices that they've attracted quite an audience. Little critters of all kinds are peeking out of their holes or out from under furniture to stare at the two of them. Their eyes are obviously following Fluttershy's hoof up and down as she strokes him.

He rests his hoof on top of hers, stopping for a moment. “Um ... Fluttershy?”

As soon as she takes her eyes off that irresistible cock of his and looks up into his face, she knows what exactly he's looking at. “Oh, don't worry. It's perfectly normal for them to be a little bit curious. And it's no big deal, after all, I've seen them do it hundreds of times, those shameless little guys will be doing it right in front of you before you even notice.”

Thunderlane is quiet for a moment ... he keeps staring back at all the critters, even after her hoof goes back to work on him.

So she whispers into his ear, “But if it feels weird to you, we could, um ... go upstairs? If that's okay with you.”

That sure is enough to break through to him. He nods eagerly and gets up, his hard cock curving up beautifully underneath his belly.

Outside the window, Rainbow is almost literally kicking herself. Sometime during all those boring stories, she'd lost control of herself and fallen asleep. The sound of Fluttershy's orgasm, as quiet as it was, shocked her back into alertness – of course it did – but by then it was too late! The only evidence left now is a little wetness between Fluttershy's legs, and a picture of that sure isn't enough to convince AJ that Fluttershy has gotten laid! As the two ponies inside head for the stairs, Rainbow repositions herself, trying to find a good angle on the upstairs window. No more falling asleep! If she wants to win this bet, she's going to have to get serious about it.

Thunderlane follows right behind Fluttershy as she mounts the stairs up toward her bedroom ... and he can't take his eyes off her. That supermodel flank of hers is right in front of him, flexing back and forth with every step she takes. And her tail is lifted high, showing him everything underneath. Her pert yellow vulva sheens with the feminine juices of her recent orgasm, rubbing slightly between the perfect round cheeks of her ass with every step. Over and over again, it winks open right in front of him, dribbling out a little extra moisture and opening its yellow lips to show a vivid pink inside to match her mane and tail.

Fluttershy keeps her pace slow, knowing the effect this view is having on Thunderlane. She doesn't even mind him seeing her most intimate parts; she wants him to see... But she doesn't want to go too slow! She can barely hold herself back from running up the stairs – she knows exactly what's going to happen once they get up to her bedroom.

And that moment comes the very instant both of them are inside. Fluttershy turns to close the door, and Thunderlane dips his muzzle below her tail, nuzzling in between the firm-yet-soft cheeks of her ass to kiss the plush teardrop shape of her vulva.

Fluttershy gasps at the feeling of his lips down there, and she presses slightly back against him, wordlessly begging for more. Her tail springs up even higher, flipping up over her own back and making sure he can reach every little part of her.

Then there's his tongue, slowly and luxuriantly sliding up from the very cusp of her vulva, teasing her clit, massaging its way just a tiny bit inside her entrance. Her pussy winks open desperately, as if trying to pull his tongue in. And he indulges her, licking deep into the hot pink slit between her puffy lips. Nothing has been inside her like this since... since— She shudders, a little splash of her juices flowing out into his mouth, all over his muzzle. How can she already be so close again?

His nostrils flare, drinking in her scent with every breath. After only a few moments, he can't hold himself back any longer. In one ferocious lunge, he leaps up and slides his chest over her rump.

Fluttershy's hind legs spread a little wider, all on their own, running on pure instinct. Her pussy winks open again and again, inviting the pink-mottled tip of his cock closer and closer, begging for it.

Curling his forelegs around her flank and biting the base of her mane, Thunderlane pulls himself closer to her. The tip of his cock touches her warm, slick softness, making both of them moan.

For a moment, Fluttershy fears that he's going to rut her like a wild animal, fueled by savage instinct.

But no. Thankfully, Thunderlane is too experienced for that. For a moment, he rests broad head of his cock against Fluttershy's pussy lips, letting them massage their nectar onto his tip as they wink open, welcoming him in ... but it's not the approval of Fluttershy's body that he's after. “Fluttershy,” he says quietly, relinquishing his grip on her mane. “Are you ready?”

“Yes!” she squeals – and it's nowhere near as quiet as the 'yes' she gave him on the way home. “Oh please yes!”

Ever so slowly, ever so gently, Thunderlane presses his hips forward. His cock pushes for a moment against her pussy lips ... until they wink open once again, letting his tip slide into her warm, soaking wet entrance.

Fluttershy arches her back, her legs trembling, as she feels the heavenly pressure building under her tail, a slight hint of the fullness she's been craving ever since he touched her.

The velvety soft and utterly warm inner walls of Fluttershy's pussy gradually slip over and envelop Thunderlane's cock in her tender heat. He can scarcely hold himself back from rutting her senseless, but he knows how delicate Fluttershy is. With an iron-clad act of will, he keeps himself just slowly moving in and out, never sliding more than an inch farther inside her with any one thrust of his hips. Even though his balls are already churning, his cock burning with the need to be as far inside her as it can possibly reach, he forces himself to simply enjoy the slow and steady rhythm.

A tiny little moan escapes Fluttershy's mouth every time Thunderlane moves a little deeper inside her. She can feel his thick, warm cock slowly filling her, every detail of it. She can even feel his pulse through it. Oh, oh! And there's his medial ring! She moans a touch louder as the bump of that passes back and forth over her clit before he presses in even deeper.

Finally, finally, Thunderlane's inner thighs come to rest against Fluttershy's sweet yellow ass cheeks. He shudders at the blissful feeling of warmth and satisfaction of being inside her, dipping his head down along the side of her neck, reveling in the feeling of being as utterly close to her as it's possible for two ponies to be.

Fluttershy feels his hips against her rump, his balls softly pressing between her inner thighs. And every single glorious inch of his cock filling her and spreading its warmth through her whole body. He's not moving, but his cock twitches up and down inside her; her pussy grips it and massages it, milking him for everything he can give her. She can feel that brilliant fire welling up from deep inside her again already.

Before he even begins to thrust in earnest, Fluttershy cries out underneath him. Thunderlane freezes for a moment, wondering if he's done something wrong, if he's hurt her somehow... Until he feels the surge of warm wetness coating his inner thighs and balls. Until he feels her pussy clenching in and out around his cock, pulling, pulling, trying to draw him even deeper inside her.

Fluttershy's whole world goes blank. Her front hooves collapse, dropping her face down onto the bedroom floor, and she barely even notices. All that matters is that Thunderlane's lovely cock is still inside her, still deep between her hind legs. Her whole body convulses around his ardent shaft, and her tongue hangs out, her eyes rolling back up into her head. This ... this is exactly what she's been missing!

Thunderlane moves very gently back and forth as Fluttershy's orgasming pussy ripples up and down over his cock. Only after she's completely calmed down and breathing again does he begin pulling himself out for his first real thrust into her.

He gives her an opportunity to get her front legs underneath her again ... but she doesn't take it. She just looks back up at him from down there on the floor with an unbelievably satisfied grin ... that somehow also says 'give me everything you've got'.

Well, he's not going to turn down a face like that! With a sudden jerk, he slams his cock all the way down into Fluttershy's silky-soft depths.

She yelps in surprise ... but then grins up at him even wider, licking her lips a little as her eyelids drift half-closed.

Tightening the grip of his hooves around her ass, Thunderlane starts thrusting into her properly, no longer holding back. Her pussy lips slide so perfectly back and forth across his shaft as it glides so easily in and out of her sultry depths. She’s so tight, so wet ... he can hear it every time his medial ring pops in and out through her winking entrance.

The slight sounds from Fluttershy's mouth melt together into a single continuous moan as she feels Thunderlane churning her insides in just the way she needed. Her inner walls are already tightening toward another orgasm, her hind legs trembling and jiggling as his hips slam into them over and over again. “Yes!” she cries out as he reaches down and takes the base of her mane between his teeth again. “Oh Celestia, yes!”

Her mouth hanging wide open, Rainbow Dash snaps picture after picture from the tree outside Fluttershy's bedroom window. “Oh yeah,” she whispers to herself, “look who just won a year's supply of free cider!”

But even though she has plenty of pictures by now, she can't stop. She snaps another one, catching the slight curve of Thunderlane's glistening-wet cock as he pulls it out of Fluttershy for another thrust. And another one, showing the look in Fluttershy's eyes when he presses balls-deep into her.

Before she even realizes, it, Rainbow has her free hoof down between her legs. Oh, what's the worst that can happen? Nopony will ever know! She gives into the urge, rubbing herself gleefully as her photos get less frequent and less focused.

Sweat drips into his eyes, but Thunderlane just shakes it off and keeps going. He's so close now! Fluttershy is so close now! He can't stop, not now!

Fluttershy's eyes close blissfully as she feels the tip of his cock swelling deep inside her, flaring more than twice as wide as it once was. It's touching all the right parts of her in there, and all she wants is to pay attention to the way the huge flat tip of it is massaging against the entrance to her womb as Thunderlane's thrusts grow deeper, shorter, and more erratic.

“F-Fluttershy,” he groans. “I'm – I'm gonna—”

She's too close to stop now, and besides, Rainbow gave her that potion. “I'm safe!” she yells, her voice filling the room. “Don't pull out!”

That invitation, the idea of spilling his seed deep inside Fluttershy's perfect supermodel body, is all it takes to set Thunderlane off. He pushes as far inside as he can possibly reach, pressing the flat tip of his cock straight up against the entrance to Fluttershy's womb, and he lets himself go.

The moment she feels his cock throb, she knows it's coming. The thick stream of Thunderlane's cum jets straight into her very deepest secret place, and she feels it pooling, swelling inside her. Fluttershy's own orgasm – yet another one – comes in a flash as a second gush of cum enters her. Her pussy rhythmically squeezes his throbbing shaft along its entire length, and this time when she milks his cock for everything it can give her, it actually helps.

Thunderlane's eyes lose focus as he feels Fluttershy's inner walls sucking him deeper, eagerly drinking up every pulse of cum his cock can pump into her. Her pussy lips kiss tightly against his sheath, holding him perfectly in place as her caressing depths tease a prodigious load out of his heavy, churning balls. He curls his body around hers, contouring around her perfectly just as she grips him perfectly on the inside and catches every last drop.

Eventually, the pulses die down to little trickles. Fluttershy's inner walls gradually release their desperate grip. Sweaty and gasping for breath, Thunderlane takes a step back. His softening cock slips free from between Fluttershy's pussy lips, trailing a thick white streamer that arches between the two of them for a moment.

... A moment that Rainbow Dash captures, snapping it up with her camera as she nears her own orgasm. Just a little more... Just a little more...

But then she sees Fluttershy's eyes ... looking straight at her.

“Rainbow Dash!” Fluttershy yells out.

Thunderlane looks up, away from her cum-dripping pussy and toward what she's looking at – the window. He's just in time to see a rainbow trail zipping away.

“Uh-oh,” he says. “Is that, uh... Is that going to be a problem?”

Fluttershy sighs. “It's okay. I'll deal with her tomorrow morning. For now, I just want a certain somepony to cuddle up with me in the bed.” She nuzzles the side of his neck; he dips down to kiss her cheek. “And, anyway, I guess I shouldn't be too mad at her. She gave me that birth control potion, and now I'm really glad that she did.”

The two of them quickly find their way onto Fluttershy's bed, Thunderlane pressing his belly back up against her back, spooning her and holding her gently rising and falling chest with his hooves. It's not that different than the position they were in just a moment ago, but the way it feels makes a world of difference, even though his still-softening cock rests between her hind legs, tracing a thin line of cum up between her cheeks as it disappears back into his sheath.

Fluttershy scooches up a little closer to his wonderful, encompassing warmth. Even though she's just been utterly filled and satisfied thrice over, she cant help but rub her rump up into his crotch a little, moaning just a little to herself as the tip of his shrinking cock touches her pussy lips. She can still feel him inside. Only ... is his cock still shrinking, or did it just get a little bit bigger?

Holding Fluttershy tightly against him, Thunderlane nuzzles his nose into Fluttershy's mane. It smells like strawberries ... and it makes him wonder, is that some kind of shampoo, or does her mane just naturally smell this wonderful?

Fluttershy's breaths get deeper and slower. It's very late, and she's quickly edging closer to sleep. But Thunderlane whispers into her ear, “Can we, um... Can we maybe do this again sometime ... if that's okay with you?”

She kisses his hoof where it wraps around in front of her. “Of course we can! As often as you want.” She presses her rump back up into his crotch again, but this time, she feels a definite pressure against her pussy lips when she does so. He might not be all the way hard again ... but he's definitely hard enough for something to happen.

He nudges his hips forward, and his tip slides back inside her, back into her now-familiar warmth. Her pussy lips wink open around the top of his shaft as she wakes up with an almost purr-like moan. “Yes, oh yes,” she whispers. “But then sleep, okay?”

His cock stiffens, gliding more deeply into her all on its own, and he nibbles at the tip of her ear, making her shiver in anticipation. “Mmm, it's so good, but I'm feeling really tired...” He yawns deeply. “I don't know if I can do it.”

“I'll still be here in the morning,” Fluttershy whispers to him.

He nuzzles up against the side of her neck and lets himself get comfortable. “And I'll be right here,” he says with a little twitch of his hips, slipping his cock just a little deeper inside her pussy.

She feels his body relax as he gradually drifts off to sleep. Well, all but one part. Fluttershy fluffs her pillow a little and makes herself comfortable up against Thunderlane's warm belly. His warm cock still halfway inside her, she shuts her eyes and enjoys the feeling of being warm and full ... and before she even realizes it, she's asleep, too.

Author's Note

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