Fluttershy's First Time

by StormLuna

Rating: mature
Tags: Anthro, My Little Pony: Friendship is Magic, Romance, Porn, Rarity, Fluttershy, Sex
Length: 4957

Fluttershy is expecting Rarity to come over for tea but has plans other than tea for her, plans she has wanted to put in action for years.

Fluttershy is expecting Rarity to come over for tea but has plans other than tea for her, plans she has wanted to put in action for years.

Published 2018-07-11 00:30:07 UTC
Last updated 2018-07-11 00:30:07 UTC

Preparing for Tea

Another Saturday afternoon had arrived and like it had been for years, Fluttershy was preparing her cottage for Rarity to join her for tea. This was something that she had always enjoyed, spending time with her best friend. Rarity had always wore dresses when she joined her but Fluttershy normally just wore a shirt and sweatpants.

As Fluttershy was preparing everything, she couldn't help but think about all the years that her and Rarity had been meeting up and how they were so much closer than they were with their other friends. Another thing began to cross Fluttershy's mind, her secret feelings for her friend and the dreams that she has about her, dreams that were becoming far more frequent and dreams that were becoming much more intense.

Fluttershy finally decided that enough was enough. She had decided that the day had arrived that she would finally tell Rarity about her feelings but not just that. She had also decided that the time to try and make her dreams a reality had come. She was not sure how she would react to it but she knew that if she was to try and seduce her, then perhaps everything she desired would come true.

She headed up to her bedroom and began to dig through her clothes, wondering what would work the best to achieve her goal. At the very far end of her closet she found something that she had not worn in ages, a medium length skirt and a white button down shirt. She held it up and said, "Hmmm....I wonder, would this be enough to turn her on?"

One thing Fluttershy remembered was that the last time she wore the shirt, it was a bit tight and it was uncomfortable. This time though, if it still fit the same way, it would be a bit revealing and if she left a couple of buttons unbuttoned, she would be showing a little bit of cleavage, something she was sure would cause Rarity to want her.

"That's it, this is what I will wear." said Fluttershy as she began to undress.

Once she had stripped down to her undergarments, something crossed her mind. She sighed, "White? This will not do, I need something that will show off on me more."

Fluttershy then began to dig through her drawers and found something that she had purchased a long time ago in the event that she was to ever get the courage to act on her desires, her matching black undergarments. She put them on and almost like it was natural for her, she pushed her breasts up and giggled, "Looking good girls, looking good!"

Fluttershy put her skirt on and then her shirt. The shirt, like last time, fit a bit snug and as she looked in the mirror, she noticed that her bra was minimally visible. She knew that it would not be screaming that she wanted her right away but knew that it could draw Rarity's attention. She then unbuttoned the top two buttons on her shirt, revealing the very top of the crack between her breasts. "Wow girls, you're going to really wow Rarity."

Fluttershy couldn't help but admire herself in the mirror, analyzing every inch of herself and beginning to feel something she had never felt before, sexy. Fluttershy gave her reflection a smile and giggled, "Wow Fluttershy, I never knew you were so sexy!" She then began to grope her breasts and added, "Rarity is going love you girls, she is absolutely going to want suck on you so badly!"

After a few more minutes of admiring herself Fluttershy headed downstairs and readied herself for her normal tea appointment with Rarity, which she really hoped would be anything but normal.

Tea and Dancing

After getting dressed and getting the tea ready, Rarity showed up right on schedule. When Fluttershy heard the knock on her door she knew the time had come, a time that she could not chicken out on. She said to herself, "Alright Fluttershy, it's now or never!"

When she opened the door, there was Rarity as lovely as ever. She couldn't help but smile when she saw that Rarity was dressed similar to how she did. She gave her a smile, "Rarity, you look lovely."

Rarity was in a state of shock when she saw how Fluttershy was dressed because she never dressed like that, never. Rarity couldn't help but eyeball her friend and reply, "Fluttershy darling, you look marvelous!" She approached her and continued, "What is up with the change in clothes? You never dress like this!"

Fluttershy knew that she simply couldn't just come out and tell her what her real reason was, she had to come up with a believable lie, "Um, well I just thought I would dress differently. I just wanted to dress in a way that would give me more confidence."

Rarity continued to eyeball her and found herself drawn to something she had never got a decent look at, Fluttershy's breasts. Rarity was lost in a daze until Fluttershy asked, "Rarity, are you ok?"

Rarity replied, "Of course darling." Rarity knew that she simply couldn't come out and tell Fluttershy what she was doing so she too came up with a lie, "Well I just noticed that we are dressed much more alike that normal!"

Fluttershy blushed but knew that she couldn't move on to what she immediately wanted to. She knew that their meetup was for tea, and that is what they would start it with. Like they always did, they sat at the table facing one another. Normally they made plenty of eye contact and talked a lot but at first there was an awkward silence as Rarity continued to stare at Fluttershy's chest.

Fluttershy quickly noticed what Rarity was doing and couldn't help but smile. She knew that her plan was working, she knew that Rarity was being drawn in by her cleavage. She leaned forward a bit, exposing herself a bit more and asked, "Rarity, what is wrong?"

Rarity finally snapped out of the daze she was lost in and replied, "Oh, I'm sorry Fluttershy, I was just distracted."

Fluttershy couldn't help but giggle, "Oh, distracted by something huh?" She noticed that Rarity had drank her tea so she leaned over further, grabbed the empty glass and took it over to the sink. As her back was turned towards her friend she continued, "Anything in particular?"

Rarity felt incredibly embarrassed as she again knew that she couldn't just come out and tell Fluttershy what she was distracted by. Once she turned back towards Rarity, Fluttershy pointed towards the living room and added, "How about we talk about this." She gave her a seductive look as she continued, "Talking is always good, right?"

Rarity gave her a nervous smile as she followed her. She would be shocked though when Fluttershy did not join her on the couch. She would be even more shocked when Fluttershy put on some slow music. Everything she was doing was so unlike her that Rarity couldn't help but wonder, "Does Fluttershy have a crush on me?"

Once she got the music going, she approached Rarity, pulled her off the couch and asked, "May I have this dance?"

Rarity gave her a smile, "Of course darling!"

The two began to dance and while Rarity expected them to dance with space between them like most female friends did, Fluttershy immediately pulled her close. As they were dancing, Fluttershy couldn't help but relish the fact that she was holding the mare she had such a crush on close. Deep inside, she could sense it, she could sense that things may go the way she was hoping.

As they continued to dance, they remained quiet until Rarity finally spoke, "So Fluttershy, think you'll ever wear this out in public?"

Fluttershy replied, "Um, I'm not sure. I really don't want other ponies to see me like this."

Rarity couldn't help but giggle, "Come on Fluttershy, I'm betting that you could get a coltfriend in nothing flat if you did."

The very thoughts of that made Fluttershy want to vomit but she couldn't show it, she knew there had to be another way of letting Rarity know that that was something she certainly did not want. She began to glide her hands down Rarity's back and giggled, "Oh I don't know about that, I don't know if I'd want that."

Just as soon as she finished saying that, Rarity felt hands planted on her flank, groping hands. She had a look of shock on her face as this was not something she would expect but would be shocked but pleased when Fluttershy continued, "Now why would I want a coltfriend when I have you right here in my arms?"

Rarity was stunned but elated when she heard this. She had had a crush on Fluttershy for ages and finally knew that her fears of rejection were no longer warranted and that her pretending to like stallions was no longer warranted. She gazed into Fluttershy's eyes, moved her hands down to her flank and asked, "Fluttershy, are you?"

Before she could finish her question, Fluttershy pulled her into a deep, passionate kiss. As their lips met, Fluttershy's wings spread wide and sparks shot out of Rarity's horn. Both mares were in such a heated passion that they began to grope one another's flanks and squeeze them tightly. After a heated make out session Fluttershy broke the kiss but did not answer the question. She decided the time had come to make her lucid dreams a reality, dreams where no questions were answered right away.

She turned the music off, grabbed Rarity's hand and suggested, "How about you and I go up to my bedroom" She gave her a seductive smile and added, "and make the dreams I've had for years a reality!"

Rarity was shocked that Fluttershy was not simply leading her up to her bedroom, Fluttershy was dragging her there. Rarity was not sure what to think about it but she did know one thing, Fluttershy wanted her and wanted her badly.

Sexy Fluttershy

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."

More than Just Friends

Several hours had passed and Fluttershy was the first to wake. She gave Rarity a nudge and giggled, "Wakey-wakey!"

Rarity groaned, "Please Sweetie Belle, not now. I'll fix you your breakfast in a few minutes."

Fluttershy couldn't help but giggle over how incoherent her friend was, "Oh Rarity, you're so adorable!" She nudged her again and continued, "Rarity, you're not at home, you're in my cottage."

Rarity became more coherent and looked over to see Fluttershy giving her a smile and looking at her lovingly. The Fluttershy she saw was a vast improvement of the Fluttershy from before their nap. She returned the smile, "Fluttershy darling, am I really in your cottage?"

Fluttershy giggled, "Yes you are. Why would you ask?"

Rarity gave her a curious look, "Well you see, I had the strangest dream. I dreamed that I came over for tea but you were very assertive sexually and eventually you became aggressive. You were demanding horn sex and had begun calling yourself 'Sexy Fluttershy.'

Fluttershy again gave her a smile, "Oh, anything else?"

Rarity continued, "And you were ripping my clothes off of me, you were biting me and you ruined my shirt and my bra!"

Fluttershy's smile got bigger and she couldn't help but giggle some. She got up, pulled Rarity up off of her bed and pointed down at her clothes. She said, "That was no dream Rarity, all that actually happened."

Rarity gasped, "What? All of that was real?"

Fluttershy slapped her flank and laughed, "Of course it was silly and I must admit, you're good, very good!"

Rarity developed a deep blush realizing everything that had happened and was shocked that Fluttershy was no longer the innocent pony she was earlier in the day. As she continued to stand there in shock, Fluttershy again swatted her flank and added, "Now about what we were going to talk about before my desires interrupted us."

Rarity did remember some of what happened before their intimate moment and stated, "I know you were going to ask me a question." She gave Rarity a curious look and continued, "What was that?"

Fluttershy replied, "Well if I remember correctly, you suggested I dress like I did when I greeted you at the door while I was out and about." She wrapped her arms around Rarity and continued, "And you said that I could get a coltfriend if I did that and I asked you why would I want that when I had you right there with me?"

Everything came rushing back to Rarity. She now remembered it all perfectly and remembered her question. She asked, "Fluttershy, I remember now and I am curious, were you going to ask me to be your marefriend?"

Fluttershy pulled Rarity close and asked, "Yes I was so I will now." She pulled Rarity to where her face was mere millimeters away from hers and asked, "Rarity, will you be my marefriend?"

A huge smile developed on Rarity's face. That was the one question she had hoped to hear for as long as she could remember. She embraced Fluttershy and exclaimed, "Yes Fluttershy yes, yes I'll be your marefriend!"

Both mares began to jump up and down in joy as they were finally a couple. While Rarity was ecstatic that they were a couple, she looked out the window and noticed that it was getting dark. She realized that she had been gone for far longer than she originally anticipated. She broke the embrace and said, "Fluttershy darling, while I am beyond happy that we are a couple, I had probably better get going and make sure Sweetie Belle is ok."

Fluttershy embraced Rarity again and said, "She's a big filly, I'm sure she's just fine." She pulled Rarity's face close to hers and giggled, "Besides, I think that I should break my new marefriend in!"

Rarity gasped, "But Fluttershy, we already had fun and you bit me quite a bit!"

Fluttershy sighed, "Very well." She then pointed down at Rarity's ruined blouse and bra and added, "So I take it you're just going to walk through town exposing yourself in a way that you should only do so for me?"

Rarity knew that Fluttershy did make a point. She certainly did not want to walk through town without a bra and she certainly didn't want to go out in a blouse that would easily expose her. She gave Fluttershy a smile and asked, "Could I borrow something to cover up?"

Fluttershy swatted her flank and giggled, "You can but you must wait until it is completely dark to go home AND you must give me another session of horn sex." Fluttershy laid down on the bed, spread her legs wide and giggled, "Now give Sexy Fluttershy what she wants or you won't be going home at all!"

Again Fluttershy was being more demanding and Rarity couldn't help but be turned on by it. She give Fluttershy a smile before proceeding to give her new marefriend what she desired. For Fluttershy, the horn sex felt like a wonderful piece of heaven in her marehood but as she laid there receiving what she demanded she couldn't help but wonder something. She couldn't help but admit to herself that while she had Rarity, she wanted a horn penetrating her in the behind as well.

Her already huge smile became bigger as she wondered, "I wonder if Twilight would want me too?"