Fluttershy's First Time

After what had already been an unusual Saturday afternoon tea, Rarity found herself in Fluttershy's bedroom with a what seemed to be a very assertive Fluttershy. Rarity was surprised by the situation but Fluttershy was enjoying the moment, having the one pony she had wanted so long and now the time had come for her to make her dreams a reality.

After a moment of checking one another out, Fluttershy was ready to begin but had another special plan, another thing from her dreams that she wanted to try out, a dominant personality. She approached Rarity, cupped her breasts and ordered, "Rarity, Sexy Fluttershy thinks you have too many clothes on." Her voice became more demanding as she continued, "Remove them now or Sexy Fluttershy will have to do it for you."

Rarity remembered how nasty Fluttershy had become when she was in her New Fluttershy phase and realized that she may be different, but not in a nasty way, maybe more of a dominant way and before she could even begin to unbutton her blouse, she felt her shirt being ripped off of her and a voice yell, "Sexy Fluttershy ordered you to remove this but you didn't listen so she will do it for you."

Rarity looked at her friend and saw a look of pure lust in her eyes, a look of hunger. She gasped, "Fluttershy darling, you don't have to rip my clothes off of me."

Fluttershy licked her lips and giggled, "Oh Sexy Fluttershy isn't sure about that." She then took a look at the color of Rarity's bra and saw that it was black, just like hers. She removed her shirt and giggled, "Great minds must think alike!"

Fluttershy then grabbed her, pulled her close and pressed their breasts together. Fluttershy gazed down and couldn't help but laugh, "You know Rarity, Sexy Fluttershy's girls want yours." She then reached around her friend and ripped her bra off of her before she removed her own.

Rarity was becoming more shocked with everything Fluttershy was doing but she couldn't help but admit that it was a major turn on. She gave Fluttershy a smile, "You know, I'm finding this new attitude of yours attractive."

Fluttershy gave her a smile and ordered, "Now do Sexy Fluttershy a favor and remove your skirt before she has to do it for you."

She had already broke a few buttons off of her shirt and did some damage to the fastening part of her bra so she quickly removed it. Fluttershy saw this, grabbed Rarity's but and giggled, "Good girl Rarity, good girl!"

Fluttershy then removed her skirt and revealed that both of them were wearing black underwear. She licked her lips and giggled, "Oh my, Sexy Fluttershy sees that her friend has good taste too!"

Rarity gave her a blush, "Well yes, I like underwear that......"

Before she could finish her sentence, Fluttershy pointed at her bed and ordered, "Lay down, now!"

Rarity did as requested and Fluttershy ripped her underwear off of her. She began to suck on them and said, "Oh my, Sexy Fluttershy can tell you are going to be so tasty!"

Fluttershy removed her own and stared down at Rarity. She licked her lips and continued, "Now where does Sexy Fluttershy start?"

She stood there for a minute before thinking about what she wanted to do. She first began to suck on her toes, bringing out a giggle. Fluttershy looked up and asked, "Ticklish?"

Rarity giggled, "Yes, now stop!"

Fluttershy gave her a frown and then bit her toes, "Do not tell Sexy Fluttershy to stop, she will do what she pleases."

Once Fluttershy began to move her sucking upwards, Rarity couldn't help but wonder how often and where her suddenly very assertive friend would bite her. As Fluttershy's sucking continued past her knees, Rarity began to become nervous and Fluttershy could sense it. She leaned up and asked, "Is Sexy Fluttershy's friend nervous, does she want to be bit again?"

Rarity replied, "Sweetness no, of course not!"

Fluttershy ordered, "Well then, don't be nervous. Just enjoy the pleasure Sexy Fluttershy is giving you."

Fluttershy then began to move her sucking up to her inner thigh and could smell something very sweet, Rarity's nectar. This pleased her because it meant that she was obviously attracted to her. Fluttershy's movement became much slower as she wanted to enjoy smelling that sweetness for as long as possible.

When it seemed that Fluttershy had stopped moving entirely, it caused Rarity to become curious. She asked, "Fluttershy darling, are you ever going to get to my....."

Fluttershy bit her and then ordered, "Do not question how Sexy Fluttershy does things unless you wish to be bit more."

Rarity knew that Fluttershy was becoming much more than assertive, she was becoming aggressive. While the pain from the bites did hurt, Rarity was finding it attractive, very attractive.

Soon Fluttershy would reach Rarity's sweet spot and dove in on it. She began to suck on it and shoved her tongue inside of her. The pleasure was building greatly for Rarity as Fluttershy seemed to know exactly how to get her going. She began to moan, "Oh Shy, Oh Shy, Oh Shy...."

Her moans would not last long until Fluttershy stopped and ordered, "On your side, NOW!"

Rarity knew exactly what her friend wanted and obliged. The moment she was on her side, Fluttershy resumed her sucking but also reached her hands around and began to squeeze Rarity's flank, slowly moving her fingers towards her opening. Rarity had never been penetrated anally before and couldn't help but be nervous.

Fluttershy again felt her nervousness and clamped down on her clit, "OUCH! Fluttershy, that hurt!"

Fluttershy sternly replied, "Well then, unless you want to be bit again, do not be nervous. Just enjoy the pleasure Sexy Fluttershy is giving you!"

Fluttershy's prior bites did not hurt her too much but this time the pain was excruciating yet it still turned Rarity on further. Fluttershy had resumed her sucking and it did not take long for Fluttershy to insert a couple of fingers into her opening. Rarity let out a gasp given that this was the first time anything had ever been inserted in there. Fluttershy couldn't help but giggle, "Sexy Fluttershy is assuming you've never had anything in there before?"

As Fluttershy continued to run her fingers deeper into her Rarity gasped, "No darling I haven't! It feels weird and it certainly isn't ladylike!"

Fluttershy couldn't help but laugh, "Well nopony ever said that Sexy Fluttershy is ladylike, Sexy Fluttershy is all about pleasure, lots of pleasure."

Rarity gave out a nervous laugh as Fluttershy got back to work on her, on both sides. Her sucking became more intense, she was forcing her tongue in her vagina as far as she could get it and she began to thrust on Rarity's behind harder and harder. Rarity's breathing became more intense and her moans became louder. While she certainly didn't want to admit it, she was enjoying everything Fluttershy was doing to her.

Soon Fluttershy was thrusting Rarity as far back as she could and while Rarity was unsure of the activity at first, she was enjoying it a lot. That on top of Fluttershy sucking and probing her was bringing her towards a climax, "Oh Shy, Oh Shy, Oh Shy, don't stop baby, don't stop!"

Fluttershy could tell that her lover was about to flood her mouth full of sweet nectar so she created an air tight seal over Rarity's vagina and began thrusting her behind so hard she was hitting her rectum. Each time she hit the rectum, Rarity's gasps became louder and louder and drew her closer to climax. After ten minutes, Rarity was close very close, "Oh Shy, Oh Shy, Oh Shy, Oh Fluttershyyyyyyyyy!"

Rarity let forth a flood of nectar into Fluttershy's mouth and for her, it was the sweetest thing she had ever tasted. She moaned in pleasure as she was swallowing the warm liquid. She pulled her fingers out of Rarity's behind and stopped sucking once she had swallowed all of it. She crawled up on Rarity, looked down at her with the same look of lust and asked, "So Rarity, did you like what Sexy Fluttershy did to you?"

Rarity was in a state of pure bliss at the moment. While it was painful at times, it was so pleasurable that all she could get out was "Mhmm!"

Fluttershy wrapped herself around her, gazed down into her eyes and asked, "Now that Sexy Fluttershy has given you pleasure, would you do the same for her?"

Rarity gave her a smile, "Of course darling, what is it you want me to do?"

Fluttershy eyeballed her horn and pointed down towards her marehood and ordered, "Horn sex, give it to Sexy Fluttershy NOW!"

The idea of inserting her horn into another pony made Rarity cringe but she knew that if she wanted Fluttershy's love, that she would have to do it. She rolled Fluttershy onto her back and ordered, "Spread your legs wide darling."

Fluttershy happily obliged and Rarity crawled down, leaned down and proceeded to give Fluttershy what she wanted. She knew that her lover had never done this before and said, "Fluttershy darling, if this starts to hurt let me know so I can stop. I don't want to hurt you."

With a growl in her voice she ordered, "Horn sex, now!"

Rarity followed orders and as she inserted her horn into Fluttershy, she heard a gasp, "R-R-Rarity!"

Rarity asked, "Fluttershy, are you ok!"

Fluttershy moaned, "Yes, yes, Sexy Fluttershy is great!"

Rarity knew that she could continue to insert her horn. She slowly pushed it further in and given that she was still a virgin, Fluttershy's vagina was nice and tight. Unicorn horns were very sensitive and the feeling caused Rarity to gasp, "Fluttershy!"

Fluttershy wrapped her legs around Rarity's head, tightening her walls further. While one part of Rarity was concerned about hurting Fluttershy, the more dominant side of her wanted more pleasure so she continued to slowly insert her horn until she felt yanking on her mane and a yell, "Thrust Sexy Fluttershy baby, thrust her, thrust her!"

Rarity did as ordered and she began to push her horn deeper and just before her whole horn was inside of her, she penetrated Fluttershy. When she did, she heard a moan filled with both pleasure and pain. She pulled out and asked, "Fluttershy, are you ok?"

Fluttershy yanked violently on her mane and screamed, "Your horn, give it back to me!"

Rarity obliged and reinserted her horn and pushed it back as far as she could. She thought that maybe if she released a little bit of energy into Fluttershy that it would provide them with more energy. Once the tip of her horn had penetrated her again, she began to thrust and release sparks of energy into Fluttershy. Immediately Fluttershy began to moan louder and her walls began to contract around Rarity further, bringing screams of pleasure from her.

Rarity continued to thrust and release energy into her lover for what seemed to be far too short of a time until Fluttershy began to squeal, "Oh Rarity, Oh Rarity, buck me harder, buck me harder!" Rarity began to thrust as hard as she could and Fluttershy squealed, "Yes baby yes, yes baby yes! Harder, harder!"

Fluttershy began to yank violently on Rarity's mane as her breathing became heavier and she neared climax, "Oh Rarity, Oh Rarity, yes baby yes! Oh Rarity, Oh Rarityyyyyyyy!"

Suddenly a flood of cum came rushing out of Fluttershy, splattering all over her head and getting into her mane. This was something that made Rarity cringe more than the initial thoughts of horn sex itself but with it being for Fluttershy, she didn't say anything or show any negative reaction to it.

Once Rarity was back up on her knees, Fluttershy motioned for her to come closer, "Come here, Sexy Fluttershy is not done yet."

Rarity was not sure what else Fluttershy could do but did as ordered. Once she was right over her, Fluttershy too got up on her knees before forcing Rarity's head down. Fluttershy eyeballed her cum soaked horn, licked her lips and giggled, "Oh my, it looks so tasty!"

She dove right in on Rarity's horn and as she began to suck on it, Rarity felt shivers going up and down her spine and began to moan gently. Fluttershy had noticed how sensitive Rarity's horn was earlier and wanted to give her more pleasure while she was enjoying the taste of her own nectar.

For Rarity, this was the most wonderful feeling she had ever felt. The harder Fluttershy sucked, the more her body shivered and the louder her moans became. Soon Fluttershy was sucking so hard on her that no longer was she simply shivering, her body had begun to convulse. When Fluttershy saw this she stopped and asked, "Rarity, are you ok?"

Rarity replied, "Yes darling, I'm doing alright."

Fluttershy had initially wanted to ask Rarity about being her marefriend right after their lovemaking but realized that that may not quite be the moment so she decided that she would delay the moment. She let out a yawn, "Sexy Fluttershy isn't sure about you but she is tired and needs some rest."

Laying down was not part of Rarity's initial plan but she too was tired. She yawned, "Well I'm tired too."

Fluttershy gave her another look of lust, pulled her down by her mane, wrapped herself tightly around her and suggested, "How about we get some rest. Sexy Fluttershy thinks that we are both too tired to talk about what she wanted to earlier."

Rarity gave her a smile and laid her head on Fluttershy's shoulder. As Fluttershy quickly fell asleep, Rarity, who had always liked being the one in charge, found something attractive about being dominated the way she was. She looked up at Fluttershy and thought to herself, "I could stand a lot more of this, more of Fluttershy dominating me."