"Ecstasy was right in the palm of my hand and I threw it away! Or I guess, it was in the palm of her hand."

I was angry with myself at how I had handled things with Fluttershy or, rather, Flutterbat. At that moment, I was just nabbing my tattered pants from the top of a wooden china display case. "Well, there's no saving these," I sighed. "Now I know my underwear is somewhere over - "

"WHAT happened in here?!"

Like a victim in a bad horror film, I slowly turned my head towards what I knew was my imminent doom. There stood Rainbow Dash, her tense and angry figure framed in the doorway. My brain did a quick mental assessment of the room: pictures hung askew, pillows and cushions scattered everywhere, the couch flung over on its back, a semi-strange creature who was naked from the waist down holding a tattered piece of clothing, and all of this in the midst of the home of possibly the most quiet, gentle, and innocent mare in all of Ponyville. Trouble was forth coming, and in every color of the rainbow.

I raised one finger and took a deep breath to give a "perfectly reasonable" explanation when I found myself slammed against a wall and staring into large, angry, and yet somehow slightly adorable eyes. Rainbow had nabbed my wrists and pinned them above my head. It suddenly became rather hot in that room.

Rainbow repeated again: "What - Happened - In - Here?"

The truth may not actually help here. How do I explain this?

"Well..."

"Where is Fluttershy?"

Oh, well that one is easy.

"She's not here."

"What?"

"She just left."

"What did you do to her?"

Got her so riled up that she lost her mind?

"Ummmm ... nothing really."

"Then why did she leave? Were you taking advantage of her?"

"No! I swear!"

Other way around. Kind of.

"Oh, come on! You're practically naked, the room is a mess, and next you'll probably want me to believe that this-" (here she let go of one of my hands, snatched my pants, and held them in front of my face) "-isn't something you tore off of one of my best friends!"

I slowly lowered my free hand and pointed. "Actually, those are my pants."

Rainbow blinked. "What?"

"Yeah, and, uh, I don't know how to tell you this... but she ripped them off of me."

She tilted her head to one side. "Fluttershy did this?"

"Yep."

She looked at the pants, then back at me. "FLUTTershy?"

"Mmm hmm."

Rainbow laughed right in my face. I decided to wait until she finished. It was a decent wait. In the meantime I wiped spittle off my face with my free hand. She was guffawing.

"Oh man," she said, wiping a tear from her eye. "That was a good one. How do you expect me to believe that?"

"It's a long story."

Rainbow repinned my free hand above me and leaned in close. "Try me."

"Okay, so Fluttershy turned into some kind of bat-pony thing from some - oh what was it called? - poison joke flower and Rarity tricked me into putting on a ton of apple soaked cologne as a semi-revenge which set Fluttershy off something fierce because, I'm guessing, she has some weird craving for apples when she's a bat, maybe? So then she kind of ... came at me, but when I tried to get her to stop she panicked and shot right out of here, which knocked over the couch and me with it.

"And I guess that wasn't nearly as long a story as I thought."

Rainbow sniffed. "Well, that explains a few things. I guess."

"Hey, if you doubt me, just ask Fluttershy, herself. Or even Rarity, I guess."

She squinted at for a few seconds. I grimaced back at her, the sweat dripping down my face. Finally she relented and stepped back a few steps. I breathed a sigh of relief and leaned my back against the wall. Using my pants, I wiped the sweat from my forehead. It was then I noticed Rainbow Dash was eyeing me up and down. She seemed poised as if she was judging my outfit and it wasn't quite right. My hands flew to my crotch as I realized I didn't really have an outfit on. She chuckled.

"You know, it's kinda funny."

"Wh-what is?" I said, feeling my face start to burn.

"From what Rarity said, I expected you to be bigger."

"H-hey! Stop looking!" I said, inching my way towards the stairs.

"Heh, there's not much to look at, baldy. You know, you've turned down two desperate mares in, like, two days. What, are you into stallions? Man, I really had nothing to worry about at all!"

I don't know what possessed me but, like the idiot I am, I had to defend myself.

"That's not it at all! I didn't like Rarity like that, and with Fluttershy ... well ... her teeth were sharp. And as for you, well, you don't exactly do it for me!"

"Oh really? Is that a challenge?" She suddenly dropped her arms to her side and her face adopted an entirely different look. It was a predator's as it eyed its prey, with a smile that filled me with dread and ... something else. She pulled her legs together and stood up straight, showing off her slim, athletic figure. Her hands stretched up above her head, and then slid down her body, showing off every curve of her elf-like form. Even as she took her first step towards me her movements were fluid and purposeful. Like a dancer she flowed across the short distance to me. Once again I was backed against a wall with Rainbow facing me, except this time it was her intent that seemed to push me back.

I held my tattered pants in front of my crotch like some kind of impotent shield. Meanwhile my mind raced from thoughts of running away, a rising anger I tried to suppress, and a desire to stay and watch. I had to admit to myself that she had grace and poise; the athletic and confident way she held her body also spoke of one who knew her body and how to use it.

Rainbow's mouth spoke with no words. Her smile said that she had already won and she knew it. I gritted my teeth and glared defiance back at her, but she pressed herself against me and I gasped at the feel of her. The feel of muscle beneath her soft coat was clear, and the smoothness of her body pulled at the corners of my mind. Every little movement of her caused her well toned muscles to ripple and the feel against my skin was incredible. I hated it even as I liked it.

"You really think you got what it takes to say no to me? Do you have any idea what I can do to you?"

One hand grabbed the top of my head and held me against the wall with iron strength.

"Do you have any idea what I can do for you?"

Effortlessly, she extended one leg all the way up and curled her knee around my shoulder. I shuddered at the muscle I felt there, but also trembled at the thought of how flexible she was ... and all that it implied. I felt my cock rising, practically against my will, and bump the underside of her tight, spandex shorts. The softness I felt there caused me to shut my eyes as I tried to shut out what was happening, not knowing how to make it all stop, despising the part of me that wanted it to continue.

That second dragged on for what felt like forever. Then all at once, every part of her was taken away. A burst of laughter ripped through the air. I cracked open one eye. Rainbow was doubled over.

"Ha ha ha ha! Oh my Celestia you shoulda seen your face!" She slapped her leg and then held her stomach as she let out fits of laughter. "Did you really think... pffft! Ha ha ha ha! Oh my gosh that's good!"

I stood there, shocked and humiliated. Then a rising anger crept up and before I knew it, I was shouting.

"Why did you come here?! Just to laugh at me?!"

She stood up, still giggling. "Heh, oh no, I was sent to get you for an emergency meeting with Celestia. But then when I saw everything well, I guess I got a bit distracted, hee hee."

"Distracted? Distracted?!" I got right in her face. "Is that what you call that? What is wrong with you? Get out!"

"Whose gonna make me?" She stood up and tried to stare me down, nose to nose. I had had more than enough.

With both hands I reached out to shove her but quick as lighting her hands connected with mine, entangling our fingers and pushed back. A quick contest strength ensued, with neither side giving way. Rainbow grinned. I wanted that grin gone.

An old feeling grew inside of me. Something I had tried hard to keep down. Fury. I shut my eyes and made one last effort.

There was a surprised shout, a heavy impact, and when I opened my eyes Rainbow Dash was across the room, lying in the door way. A look of shock and fear was etched on her features. As soon as I saw it, I knew it would haunt me.

"Tell everyone you gave me the message! Now get the hell out of our home!"

I strode over to where I had spied my underwear, snatched them up, and marched upstairs with what dignity I had left.

* * *

As she lay panting on the floor, Rainbow Dash couldn't believe it! She'd lost! And to a stupid, bald colt! He had actually scared her. That look on his face! Without thinking, she reached up to scratch her eye, and never saw the small shadow that streamed down her cheek, across the floor, and darted out the door.

A sudden guilt struck her. Why had she done that? What had she been thinking? Even when she was in heat, she never acted that sadistic. And the poor colt didn't do anything wrong. There's no crime about standing bare-assed in someone else's home. At least, if you're invited.

Something else impressed itself upon her mind. He said to get out of "our home." What did he mean by "our?"

* * *

I stamped upstairs. What the hell was wrong with Rainbow? I couldn't believe she messed with me on such a personal and sexual level. Even the way she insulted me! No wonder I lost it! And how long had it been since I'd done that? The thought brought up terrible feelings from the past. I tried to shake them off, and came back to the present.

"What the fuck? I mean, I thought I had some of these ponies figured out. I mean, I know she's loyal to her friends, and she thought she was protecting Fluttershy for a moment there but... what about the rest of that? And at least let a man go and put some fucking pants and not humiliate - rrrrgh! And then she ... damn that cunt of a mare!"

Barely breaking stride, I stormed into my room, swept up my other pants, and threw them on while hopping to the bathroom. I had just zipped up and was about to splash some water on my face when I glanced in the mirror.

"Oh Goddamn it..."

"How's it going, ladies' man!"

"Oh shut u- wait. Was that a compliment?"

"Damn skippy!" my blue clone squealed in his strange intonations. "First Rarity, then Fluttershy, now it's Rainbow Dash!"

I threw up my arms and sighed. "I know! Right? What the hell? And now when I'm finally with Fluttershy it all still blows up in my face!"

"Heh, you mean you wish it blew up in her face."

I shook a finger at him. "Okay, I'll give you that one."

"You mean you'll give her-"

"Quit while you're ahead."

Blue paused and then snapped his fingers at me. "No, that next joke is too easy."

"Oh God, what do I have to do to make you go away!"

"What?" he said, throwing his hand over his chest like an actor hamming up a drama. "Isn't this what you've always wanted? You'll never be alone again!"

"No. No, I can definitely think of people I'd rather spend the rest of my life with than you."

"You mean like your harem of ponies?"

"Oh no!" I shouted. I began to pace, not sure if I was talking to Blue, myself, or the world in general. I was pissed. "No no, don't you dare accuse me of that bullshit! Maybe it's every man's dream to be wanted by multiple women, and Lord knows I used to think like that, but I only want one female in my life. When it comes down to it, it's flattering, and maybe part of me wants to be wanted that much, but it's not how I'm made. No harems, no casual sex. I never just wanted sex anyway. I mean, yeah I really want it but ... I want it to mean something."

I looked away. This subject was hitting me rather deep, and the words just started to pour out of me. It didn't occur to me at the time to notice that my doppelganger never interrupted me.

"I know that I'd get too deeply attached to anyone I'd have sex with, probably even with a prostitute. And ... and I've held onto this virginity for so long. I mean, yeah at the beginning I didn't have a choice. When no one wants you, you're kind of limited. And then ... I just had it so long, so it actually became valuable to me. It's stupid I know. But I'm not having other ponies. No, I just want Fluttershy. That's it. I'm not playing around here. "

Blue just stared at me. His smile seemed almost serious. "Wow. Look at you. Speaking truth. Speaking deep."

"Huh?"

"You didn't hide behind some excuse or some fear. You just admitted to it all."

"Well ... no, I guess I didn't hide. I mean, I've never really believed I was worthy of being happy. But ... damn it, I won't be bullied. Not by anyone, and not by you! Your crap gets more ridiculous the more you make fun of me!"

"Oh, you figured it out then?"

"What?"

"Oh come on, you ginger headed, pale-ass, pony-loving, pansy! So you really believe every bad thing in your life - hell even here! - is all your fault? "

"Well when you put it like that... "

"And is your shit the only stuff that's unforgivable?"

"Uh, I mean -"

"Because if you believe it, I'll keep hounding you with it!"

I stopped, mouth agape. I stayed like that a long time. After some gears had cranked away in my cranium for a while, I spoke slowly.

"Have I really been just talking to myself?"

"Probably. Why do you think it's so easy to open up right now? I'm just a part of you."

"Makes ... sense, I guess. But... is that why you're here?"

"I'm here because a horny pony threw a flower at your face."

"Ah. Right."

"And I only speak what you feed me. Keep that in mind, okay kid?"

"Said the two-day old clone!"

"Not bad, buuuuut you better get a move on."

"Huh? Oh yeah, Celestia! The... the thing!"

Blue waved his hands at me. "Shoo! Shoo! You stink of apples!"

"Yeah, yeah..." I walked out and started jogging toward town. Perhaps it'd be easier if I had asked Rainbow to wait for me and bring me over, but I didn't want to ever touch her again. Or any other pony at that moment.

"Well, okay, maybe one certain pony."

I couldn't help but smile.

* * *

Rarity had never seen Fluttershy like this before! Well, as a bat pony, yes perhaps, but she was so jittery and nervous and anxious. Okay, maybe that was also familiar, but never over a stallion. The poor thing was hopping from hoof to hoof waiting for Rarity to skim through this... unique reading material.

Moments ago, Rarity had just returned from Sugarcube Corner, after explaining the seriousness of the situation to Pinkie. She had only come in to powder her nose a bit and check her hair (a proper mare must look her best in front of royalty), when Fluttershy had positively crashed into her boutique, and gave a ten minute explanation in the span of ten seconds as she demanded Rarity help her.

So Rarity was hurriedly scanning the pages Fluttershy had laid open before her. It was not easy concentrating; knowing the immediacy of the upcoming meeting, the fact Fluttershy was practically right over her shoulder, and not even mentioning the content of the painstakingly detailed notes on those pages - all made it incredibly distracting. Rarity cocked her head to one side to make sense of a hand drawn illustration.

"Oooo," she cooed. "I've never imagined such a ... position before. Do humans really do these kinds of things? They must be oddly imaginative, I should think. The way she's wrapped his handsome member between her -"

"I know! I know!" squeaked Fluttershy, her hands clenched under her chin in frustration. "But look on this page! It's about some human fashions."

"Hmmm," Rarity said as she rubbed her chin in contemplation. "Different sections for each one. 'Casual,' 'business,' 'seductive-' oh my word! Who would have thought... and what is this about the amount of 'bounce' a mare is supposed to have? It must be referring to her -"

"Yes! Yes! Can you help me with that?"

Rarity took off her glasses and turned to Fluttershy with a serious look. "My dear Fluttershy! I may be one of the greatest fashionistas in all of Equestria - which I state with magnificent humility - but even I need time to prepare! We still have to see what it is Princess Celestia needs us for and there are more important things than satisfying your ... rather intense urges, dear."

"Hooooooh, I know. But I just have to make it up to him! You don't know what it's like, I -"

Rarity draped an arm around her friend as she steered her towards the door.

"Tut tut, my dear. One thing at a time. I'll fill you in on what's going on and then you can tell me all the juicy details of your escapades with Brendon on the way to the library. And spare nothing, please. Anything you can tell me may be of paramount importance."

* * *

As I navigated the streets of Ponyville, it gave me a good feeling as I found myself a little bit more familiar with the streets. Yes, I had made a few wrong turns, but a lot less than I had the day before. Slowly this might becoming a home. A smile began to form on my face, though it was tinged with a little melancholy. A new home. My old one was gone, gone forever. All because I had followed a purple unicorn with wings, or alicorn, whatever she was.

This train of thought suddenly jumped the tracks and hit me in the face as I opened the door to the library. There she was: Twilight Sparkle! If ever there was the picture of the eternal student, it was her. Hindsight sees so much clearer, but it's wonder I did not see, even then, the dedication she had to learning and living up as a pupil to Princess Celestia. The conservative blouse, her dark skirt just below her knees, the glasses, ponytail (ha!) in her mane, book clutched in both hands, and the adoring way she looked up at the tall, white princess beside her practically screamed "This is my teacher and I am going to earn that A+!"

As soon as her eyes met mine, I could see her desire to crawl inside herself and hide. I didn't blame her. I represented a hidden obsession of hers that had followed her home; something she had tried to keep secret that had been forcibly brought into the light. I had tried to figure out, in passing, why she had wanted to visit the human world so much? What had driven her to keep coming back to the point where it almost killed her? But I understood guilt all too well, and I decided I'd better give the blushing purple pony some space.

Everyone else was there, as well. Applejack tipped her Stetson to me, Pinkie Pie's hand was a blur as she waved, Fluttershy smiled demurely (with a fang still sticking out) as she wiggled her fingers in my direction, Rarity smirked at me beside her, Spike gave me a little casual salute, and Rainbow leaned against a wall. If she acknowledged me, I didn't notice. I refused to look her in the eye. I pulled up a chair and sat down, and when I finally raised my eyes to meet Celestia's she nodded with a smile of affection and gestured towards everyone else.

"Ah, Brendon, I'm so glad you could join us. I wish I didn't have to call upon you to aid in such a dire matter. If Equestria itself were not at stake, I should have preferred to let you rest and continue getting to know my wonderful little ponies. But it seems you are needed to help save them from what has already taken hold of my dear sister."

Shock registered from everyone except Spike, Rarity, Twilight and myself. There was a brief pause, and then several voices spoke up at once.

"What in tarnation has happened to Princess Luna?" said Applejack.

"Is she going to be okay?" squealed Pinkie Pie.

"Oooooh," moaned Fluttershy softly, "I do hope we can help."

"Calm down, please," said Celestia, her voice still serene and soothing. "I am confident that the Elements of Harmony will be more than enough for this. However, since this is does involve Luna, I am particularly worried for her safety. Not to mention the fact that you may have to come up against her once again."

"What?!" cried several voices.

"Don't worry, everyone!" chimed in Twilight. "Even with the limited information we have, Celestia has a plan and I agree with it."

"But... where do I fit in to this?" I said. "I can't do anything. You ponies, you're the heroes of this place. I'm just an outsider."

Celestia walked over to me and laid a hand on my shoulder. Comfort seemed to flow forth from it, and something else. My mind seemed to tingle and I didn't know why, but I felt like everything hinged on the next words out of her mouth.

"It will be alright, Brendon. The plan should be familiar to you, as my sister told you something about it, didn't she?"

Suddenly I couldn't move. Every muscle froze.

"What? When?"

"You'll remember," she said, tenderly patting my arm as she turned to the rest of the ponies. The pat left behind a tingling feeling that slowly traveled to my shoulder and from there to my head. "But for everyone else, I will let you know where I intend to send you."

Her next words never reached my ears. Every sound was nothing but a droning in the background. Images were cascading through my head. Meeting Luna in my mind. The images of my life. The quest. A mirror? And then...

The forest. Oh yes, the forest. The journey of a boy and a filly through something so beautiful and touching that I was overwhelmed with a mix of beauty, delight, and wonder that I felt it should pour out of my head in overflowing. The wild scamper of childhood, the dance of love's first steps, and the passionate power of deep intimacy. Every moment replayed itself for me, and when it was over I seemed to come back to myself.

When my eyes could see again, my head had been bowed down. My vision was blurry and I saw it was because my tears would not stop falling. I reached up and felt that I must have been crying silently for a while. And yet there was a smile upon my face so powerful it felt almost foreign. Quickly I wiped my face and glanced around. It seemed as though no one else had noticed, their attention was entirely fixed on Celestia. Whatever she had been saying, she was just finishing.

Great, I still managed to fall asleep during class and fail to take notes. Worth it, though.

"But, what is it?" asked Applejack.

"Unfortunately, we are not sure," Celestia replied. "I have a guess that it is some kind of parasite, and I believe it began influencing my sister in subtle ways before I lost all contact with her. And then, Brendon was attacked."

She turned to me. "Is there anything you can tell us about it?"

Feeling all eyes upon me, I stared at the floor, trying to think of the best answer. What was the Thing in my dreams? I scrunched up my forehead in thought.

"It... knew me. Very well. I mean it showed me things from deep inside and hurt me in a very personal way. I'm not sure how to describe it." I shuddered. "It was horrible. I'd never wish that Thing on my worst enemy. It spoke with many voices and took on other faces. People I knew. And it ... wanted me. Wanted me completely under its power."

"Gosh," whispered Pinkie Pie. "That sounds scary."

"Is there anything else you'd like to say?" asked Celestia.

I looked at her. I didn't want to say what I was thinking.

And it spoke with my voice. Those were my eyes that looked down on me. It feels like my depression, but so much worse; like it's alive and getting stronger. And I think it's all my fault this is happening, because I brought it here. I must have.

But all I said was: "Nothing right now."

Celestia nodded but I couldn't help but glance over at Applejack. She was giving me an odd look.

Damn you, conscience. Damn you, Honesty

As I quickly looked away, Twilight stepped forward with a list in her hand. She said we had to be underway as soon as we could. She would bring the elements of harmony, we each had to bring certain things of our own. and since we had planned a camping trip there wasn't anything really to add to what we were going to bring originally. My mind was not focused at all on what she was talking about, and once again went over in my head what I knew about this dark Thing that was at large in this innocent world. If it was at all like my depression, and getting into ponies' heads, then - but just then something Twilight was saying caught my attention.

"...and as for Fluttershy and our new travel companion, we need to get you 'unjoked.'" A little laughter made its way around the room. Fluttershy and I smiled sheepishly.

"Yeah, I would love to know the cure," I said. Then I eyed Rarity. "The real cure."

"Oh tell me you didn't just love it," said Rarity with a grin.

Twilight's surprised eyes went back and forth between us. "What are you guys talking about?"

"Nothing!" we chimed in unison.

"Oooookaaaaay, anyway a special bath is being prepared at the Ponyville Day Spa as we speak, and should be ready in about an hour or so. Make sure that the two of you are there! We'll be leaving right after you're out."

"Absolutely," I said.

"An-n-n hour?" said Fluttershy. Her ears had perked up and she kept glancing between myself and Twilight.

"About that time, sure," said Twilight. "Oh! That may not be nearly enough time for you two to get ready. You should probably leave right now."

"Oh! Yes! Time to get ready, yes! Exactly!" Fluttershy darted over to me, grabbed my hand, and practically dragged me through the door, calling over her shoulder, "We'll see everypony soon!"

"Um, yeah!" I called out awkwardly as we almost ran out the door.

Once we had walked a few blocks, I had to say something. "Okay, what's going on?" Fluttershy stopped, looked back at me with her ears flat against her head, and then hauled me into a nearby alley. Almost immediately, she pressed herself against me, and I could feel her writhing under her dress. She was biting her lip, breathing heavily, and looking extremely anxious.

"Ooooh, I'm no good at this," she said. "As soon as Twilight said that we would be ... cured of how we are, I realized that I, um, didn't want to change back just yet."

"What? Why?" But even as the words left my mouth, I had an idea.

"Well, oh, um, it's the way that I'm feeling right now. I'm so ... pent up inside and I just want to ... spend time with you." Then she leaned in, closed her eyes, and inhaled deeply. She shuddered for a moment and pressed her forehead to mine, staring right into my eyes. "Can I do that? Please?"

I felt myself getting hard at just the sight before me, not to mention the thought of what "spending time with you" really meant. Unsure of whether she could already feel my erection, I simply smiled in what I hoped was not a grimace.

"Yeah," I said. "Sure."

Before I knew what was happening, I found myself gripped under my shoulders and my knees and rocketing through the air. Fluttershy was holding me as though I was the bride about to be carried over the threshold. It was rather humbling, but as my head was pressed against her chest, I was not one to complain. As well as feeling the wonderful softness I had longed to be near, I could also hear her heart beating very fast. My own would soon be tuned to a similar swift rhythm.

As soon as we landed, I made sure to take her arm first and lead her in. I may not have been the stronger in that heated moment, but I knew I could still save a little face, even if only in my own eyes.

Whatever gets me to sleep at night. Then again, falling asleep tonight might be very easy.

Fluttershy's musk had been around me since the moment we ducked into the alley, and its effect on my body only increased from there. By the time we were going up the stairs, her feet making a wonderful *CLIP CLOP* on the wood, nearly every urge in my body was to touch and kiss that yellow pony to my heart's content. Her breathing was even heavier than before as I led her up to her bedroom, shut the door behind her, and then we embraced.

We moaned into each other's mouths. Our arms seemed to be unable to touch enough of each other. Fluttershy's hands gripped my back and ran over my shoulders, my waist, my hair, and grazed my buttocks. Mine went through her mane, I traced along a wing, ran a hand over her wonderful hind quarters, and finally I ran my fingers through her tail again and again. Everything was happening all at once, and it seemed every touch brought a new sound from her.

Every inch of her was a wonder to me. The feel of her muscles flexing, the softness, the strange newness of her coat, and the occasional grazing against a leathery wing: all were amazing to the touch of my fingers. Part of me wanted to take my time, but there was an urgency - both in the limited time and in the need that her musk had driven into me. My mind and body warred over spending time on one part or simply touching everything. However, it did seem that Fluttershy let out a new sound at every place my fingers went.

I must be doing something right. Or she's just extremely sensitive.

Finally, Fluttershy broke the kiss. She had a huge smile on her face and seemed out of breath. Her gaze was slightly dazed, and every tone of her voice told me she was fighting for control over her body's cravings. Her eyes and expression through all of this gave me a mixture of pride, allure, and nervous excitement.

"What," she gasped, "What was that kiss you tried to give me before?"

"You mean with the tongue?" I inquired. "We call it a French kiss where I come from."

"Ooh. I'd love to try that again." There was a pause. "But how do I not ... bite you?"

Something about the way you say "bite" makes me really want you to.

"Uh, I actually thought of that. Why don't you stick your tongue in my mouth?"

"Is that what you do?"

"Oh yeah, it's ... uh ... it's great."

"O-okay, here goes."

We kissed again, and at first Fluttershy slowly explored with her tongue. I felt her touch my lips, the tip of her soft muscle probing around the outside and inside as she tried out this new technique. Soon we went a little further as she touched my teeth. She spent a good amount of time on them, which I assumed was due to how different they were from her own. After all, I had my own set of semi-sharp teeth. I let her have her own way, surprised by how much larger her tongue was by comparison. Finally, I decided to push back with my own, and I felt her twitch at the sensation. She whimpered for a moment, and then began to respond with a deep moan. Keeping my tongue inside my mouth, I still felt such wonderful sensations from these kisses. I just drank in the pleasure of feeling Fluttershy as she began to kiss back with more and more confidence, or was it that her heat was overwhelming her inhibitions? I had my answer a moment later when I felt her take tight handfuls of my shirt as she moaned and writhed against me, her kisses now getting very insistent.

It seemed we had both hit the limit of where we could go. Normally I would have been content to stay like that, but most of my inhibitions were being overwhelmed in a perfume more heady than a heavy drink. And if that was how I was feeling, what was she going through? The war that must have raged between her own fears and politeness versus the burning of her instincts and the delight of the tantalizing Newness of it all. It would only be in hindsight that I was able to understand why she didn't push to go further than she did.

Her hands went to the hem of my shirt and delved under it to reach my skin. Her soft, fuzzy fingers were so different I squirmed a little under them, trying not to feel tickled. Fluttershy pulled her mouth from mine to look at me with blushing boldness and, I noted, some fierceness. "Can I, oh, can I touch you?"

My smile beamed down at her. "Of course, Fluttershy."

Her own smile was one of almost childlike glee before she came forward for another embrace. Her hands now reached up and felt my bare skin, her palms moving across my back like she was exploring a new country. I briefly wondered how often she had touched a creature with no coat? She traveled north, feeling my shoulders, and finally reaching around to my stomach and chest. Without warning, she broke our kiss and yanked my shirt up over my head. Almost laughing, I raised my hands as she removed it entirely and stood there looking at me. She took a small step forward, her hands trembling as she reached out and caressed my chest.

Soon she leaned her head in and rubbed her face against my chest and my shoulders, her cheek like a painter's brush on my bare skin. Her hand then slowly stroked the line from my scapula to my belly button.

"Oh my, I know you said you had some hair on your chest, but I didn't know it would be like this ... I don't know why, but even though it's a little strange, I like it."

I put my arms around her and held her close, loving the feel of her against me, feeling a bit of the softness of her chest through her dress.

I chuckled at a sudden thought. "You know, a friend of mine back home called this hair 'the naughty trail.' I preferred 'the trail of decadence,' myself."

Fluttershy leaned back and looked up at me. "Why would you call it that?"

"Well, where does it lead?"

Fluttershy tilted her head to one side and then put a hand to my pectorals, where my hair started. Then she slowly moved down the middle of my torso until her hand was at the top of my pants, beneath my belly button. She smiled and looked up at me again, the excitement evident in her face.

"Oh. I see. I really like it. But - " here an eager and hungry look came into her eyes - "I think I should be fair to you."

"What do you -?" My words caught in my throat as Fluttershy reached down and lifted the hem of her skirt and, rather deftly, pulled her dress up and over her head in one graceful movement. She threw it across the room and I drank in all that I saw.

Fluttershy was clad in matching bra and panties, the same blue as her dress. My eyes traveled from the curve of her bare shoulders to her cute waist, traced her long legs which were now laid out in all their grace and glory, and finally up to her bountiful breasts that called out for freedom from her bra. Her body was not what I would have called skinny, but wherever there was fullness of flesh it was in all the right places. No overhanging fat was evident anywhere, yet all spoke of a softness that would sink beneath the fingers, if just enough. I knew there was tone beneath those arms and legs, and I was sure that tummy as well. My fingers must have twitched at the thought, just as another part of me twitched in my loins.

Fluttershy's expression showed that she loved the way I gazed at her, and she bit her bottom lip with a look that said "I can't wait until you get to enjoy all that you see."

I strode over to her, wanting to do all manner of things to her. But I reached up one hand and touched her cheek. Her wings were nearly vibrating , her ears were back, and she looked on the verge of bursting at the seems. Even as I felt something in my underwear was close to doing the same thing. Still I managed to say:

"May I touch you, Fluttershy?"

Her ears immediately sprang forward and her tail swished behind her.

"Y-y-yes. I'd love that."

I reached down and placed my hand on her leg and then ran it up her side, lightly touching her chest as I traced my hand over her shoulder and caressed her neck up to her mane where I scratched ever so gently behind her ears. She practically squeaked as she stood there, waiting for me to finish. I looked in her eyes and then kicked off my shoes, undid my pants, and tried to drop them as smoothly as I could.

We lunged for each other, our mouths crashing together as our bodies met and even more wonderful sensations took hold of us. Her body was perfect under my fingers, and I found myself going right for her smooth, round cheeks. I squeezed them, causing her to be pulled against me. My raging hardon was pressed against her, and we both groaned at the sensation. I suddenly felt how wet she was, as her panties seemed completely soaked. The wetness was seeping into the front of my briefs, and I could feel the material clinging to me. As we shifted in each other's arms, my legs caught the inside of her thighs and I was suddenly aware of all the liquid dripping down her legs. She had been leaking the entire time. The smell hit my nostrils and my consciousness faded for half a second, it was so heady. I couldn't resist anymore.

My hands went up to her back and I began trying to unhook the bra. Fluttershy kissed me back hard, encouraging me with her insistent hums as I kept fiddling with the hooks. Apparently I took too long, as she shoved me back a step, unhooked herself with one hand, and dropped her bra off in half a moment. I could hardly believe the beauty before me. Each breast was wonderfully poised and despite their size held no sag that I could notice. I may have an extremely biased view, but to me they were perfect. Her pink nipples stood out from her yellow coat, and my mouth watered at the thought of kissing them. I wasted no time.

I took her in my arms and our tongues wrestled as my bare skin thrilled at those soft, squishy orbs against my skin. I reached up and cupped her left breast. Fluttershy broke the kiss and gave a tiny cry. I looked into her eyes with barely contained lust as my other hand sunk into the fuzzy perfection of the other one. Fluttershy hummed, bringing a finger to her mouth and holding it in her teeth. My eyes never left hers, my grin and a single nod of my head told her I was not asking permission. I lowered my head and licked her left breast. Her hands sought my hair and began caressing my head as her whole body suddenly became rigid. Fluttershy whimpered as I licked and kissed my way around her breast, purposefully avoiding her nipple. Even now I wanted to tease her a little and see what more I could bring out of her. It did not take long.

"Oooh, Brendon! Please. Right there!" My head was seized in a hard grip and I found my face pulled into her chest, my mouth encapsulating her nipple. I sucked and licked it like it was filled with nectar, a unique touch of skin amidst a sea of soft yellow. Fluttershy's whole body squirmed even more, her back arching as she forced more of her chest into my face. I was in heaven. I could feel her juices running along my hardened cock and dripping off onto the floor, or running down my legs.

"Ooh! Mmmmm! Oh Celestia above!"

She began kissing the top of my head, nearly lost to her own ecstasy. Her moans also began getting louder and louder, her tone clearly hitting a higher octave. Quickly I pulled back and switched to her other nipple; one hand massaged her chest, the other slipped down to her waist. I wanted to bring her more pleasure - no I needed to! I had almost no experience with a female down below, but I knew where that fluid was coming from. My hand slipped around her the waistline of her panties and finally moved down to cup her soaked mound underneath. Her breath caught in her throat as my fingers gently pressed against the burning heat I found there. It felt so soft and so wonderful against my hand. My cock twitched at the thought of being buried in that furnace.

Fluttershy was frozen in place, her mouth open but no sound escaped. Her hands still held my hair, her legs wobbling as though she was about to fall. At that moment I gently bit on her nipple as I slid my hand into her panties.

"Ah!" she called, as my fingers explored - ever so gently - these lovely wet folds that soaked my hand with more love juices. Her body shuddered, and then all of a sudden she cried out as she came hard against my hand. Wonderful, sticky fluids drenched my palm and ran through my fingers. Every part of her shuddered and shook with convulsions. The grip with which she held my head would have been painful had I not been in the throws of my own high of having brought her to such a height of happiness. Finally her body could not keep upright and she fell onto the bed behind her, taking me with her.

I laughed as we tumbled over, and I could feel Fluttershy's arms release their hold on me. I raised myself up and looked down at her. Her chest heaved with every panting breath, her skin was a shining sheen of sweat, and her mouth was wide open. She stared at the ceiling, a look of silly delight upon her face. Even as she looked exhausted, I had a feeling it would not last long. My own desire hammered a rhythm in my chest. I peeled off my now thoroughly sticky briefs - partly out of necessity and partly to stop her from ripping anymore clothing in two - and my manhood sprung out. A movement caught my eyes and I saw Fluttershy's gaze had moved from the ceiling to my crotch. I was fully erect - almost painfully so - and I debated asking her to... do something. Anything. This had already reached new territory for me, and bedroom etiquette was not in my repertoire. Then again, she was in the same boat as me.

"Fluttershy," I began, "Would you - ?" Any further words were knocked out of me. Her speed was seemingly impossible. I felt myself tackled horizontally onto my back, a leering, red-eyed, and hungry creature of exquisite sexiness was looming over me. Her hands were on my shoulders, and I could feel her shaking with barely contained energy.

"Ohhhhhhhhhhh my," she breathed out in a husky tone, panting like she'd finished a marathon. "You!"

There was a brief pause before I answered automatically, as though repeating what she said.

"Me." It wasn't even a question.

Is she so far gone she can't remember words? Wow. I broke her.

"You! Huh - huh - huh - have you - um - have you - " Her eyes were clearly aiming far down between my legs. " - did you e - e - e - eja -ejac - ejac -u -"

It became too adorable for me, as well as cruel to let her continue, so I came to the rescue.

"No! I mean, no. I didn't."

Her eyes snapped back to me and a unique expression took over her face. It seemed a combination of horror and explosive joy, as though she couldn't stand the thought that I hadn't shared in her orgasm and yet was so giddy to now be involved in it.

"Oh, I'm so sorry! W-w-we need to fix that!"

"O-okay?"

"Now..." There followed a brief and uncomfortable silence. "...what do you do?"

"What do I do?!" I said, nearly doing a double take.

Her hands shook even more, and behind her I could see her tail blurring like a fan. Even her wings looked restless. Her expression was almost animal; she was losing the war of her reason versus pure feeling.

"Yes!" she shouted. "Show me!"

Dear God, I don't know why this is hot, but it is Really hot!

"H-here," I replied in an attempt at a more gentle, soothing tone, "Give me your hand."

I reached up and took her hand in mine. I gently guided her hand down to my erection. She gently took hold of it and I shuddered, sucking air between my teeth.

"Oh no, I didn't - ?"

"-no!" I said, my jaw still clenched. "It feels really, really good. Now then..." I moved her hand up and down, folding her fingers under my own to help her get the right grip: not too loose and not too tight. Her hand, once again, felt amazing, but as my manhood was still slick with all of Fluttershy's previous leaking, it was already well lubricated. She continued experimentally moving her hand up and down, her fingers trying to feel all of the different textures of my cock. She was utterly fascinated, or obsessed, it was hard to tell. As I let go of her hand she quickly shifted her weight off of me. I saw a blur of motion so I lifted myself up onto my elbows to see what she was doing. I stared.

How? How can she be this adorable and so voluptuous at the same time?

Fluttershy had flattened herself down like a cat about to pounce on its prey. Her face was inches from my cock while she gently held it in her hands. She had a wide eyed expression of curiosity and desire as her tail thrashed madly. I took this in for a few seconds before she began to stroke me, and then I could not see.

I threw my head back with a moan. Her hand was slow at first, but quickly picked up speed. My legs writhed and my hands practically tore up the sheets in my grip. I don't even know what sounds escaped through my bared teeth, but it was worth it all. My beautiful Fluttershy was touching my most intimate part and I was lost in her tender grasp.

"Oh, Brendon," came her concerned yet enchanted voice, "Does it really feel that good?"

The room was upside down now with my head all the way back. I couldn't look at Fluttershy, it would drive me over the edge even more. Already my hips wanted to buck, but still I held on.

"Yes!" I cried. "Oh God! Yes!"

Instantly she was at my side again, her face right next to mine. I turned to see her devilish yet angelic face. In it I read how much she enjoyed my reactions. She was thrilling to see me so happy, and her eyes radiated an almost maternal affection and comfort. One hand stroked my cock while the other ran through the hair on my head. One of her legs was thrown over me, her breasts pushing at my arm and shoulder as she snuggled into the side of me. We lay like that on the bed, panting into each other's open mouths.

"Fl-fluttershy," I gasped. "I'm ... I'm going to ... to ..."

"Yes," she whispered. "Please, Brendon. I want to feel it."

"But ... but ... I'll get it ... on you. I'm sorry."

"Don't be, silly. I want this."

"You ..." I struggled to get the words out as I reached a shaky hand out to touch her face. "You ..."

"...yes, Brendon?"

My hand snaked down, past her breasts, past her bare waist, and darted inside her panties. As quickly as I could I found her leaking lips and pressed a finger against it. I found a way between them, and pushed a finger inside. She was so wet that I slipped in effortlessly. All the while I stared into her eyes.

"You... too."

"Oh! Oh my! Brendon!"

"Fluttershy!"

I moved in and took her mouth in mine. In that moment I exploded in her hand, shooting my cum between her fingers, all over her belly, and even glancing the underside of her breasts. Immediately after my first shot touched her skin, I felt her softness twitch and tighten around my finger as a seeming torrent flooded out her. We moaned hard into each other, and then broke the kiss to cry out as our aching ecstasy was finally made manifest. We screamed each other's names as we continued to pleasure each other. With our other hands we held together in a writhing, twitching embrace. Our bodies seemed filled to the brim with delight even as we emptied themselves upon each other. I stopped counting how many times I pulsed in her hand, but never before had I felt an orgasm last so long or feel so intimate.

We stayed like that for a while. All I could hear was our breathing and the blood pounding in my veins. Eventually we slowly extricated ourselves and lay on our backs, breathing. Just breathing. And smiling.

Fluttershy reached out for my hand and entwined our fingers. I looked over at her. Even with her different batpony features she was still beautiful. Her smile reflected my own emotions which seemed likely to spill over. So many things wanted to come gushing from my mouth. Fluttershy started to giggle, which was so infectious I began to do the same. Then we were chuckling, and soon we were laughing together. Tears flowed down our cheeks as we just laughed for joy, happiness, or even without knowing why. We couldn't help it, and no shame came between us. It didn't matter. Something magical had happened and some hidden doors had been flung wide open in our hearts and minds. Joy was our drink, it was our air, and we felt it should go on forever.

"Oooooh, Brendon, that was just -"

*POOMF!*

Something flashed in the room followed by a tiny gasp. I sat bolt upright. "What the-?"

"Ummmm...sorry to interrupt?" Twilight Sparkle was standing in the middle of the floor, looking as embarrassed and uncomfortable as a pony could be. Her eyes darted from one of us to the other and then she quickly turned away. She started stammering quickly as we sat up in stunned silence.

"Umm! Umm! I was just m-m-making sure we were going to be on time! S-s-so I came to s-s-send you right over to the sp-p-pa. Uhhhhh... maybe you should get dressed."

Fluttershy and I exchanged the briefest of looks, glanced down at the mess we were, and bolted from the bed. We ran down the hall and slammed open the bathroom door.

"Jump in the shower!" I yelled to Fluttershy.

"But what about you?"

I slapped a washcloth off a towel ring. "I'm okay, just jump in there for a sec."

"Oh. Okay."

Despite my hurry I couldn't help but follow her every movement as I saw her peel off her panties, flounce into the shower, and draw the curtain. In a moment I could hear the water running.

I could watch that backside for hours.

Quickly I to went to the sink to wet the washcloth, but I stopped as I looked down at my right hand. It still glistened with her love juices. Glancing around quickly, I decided to try something on a curious whim. Feeling a little silly, I brought my fingers to my mouth and gave a little suck.

"Mmmf!" Every hair stood on end and I almost jumped. It was delicious! No, more than delicious: it was exquisite! Without thinking I licked my hand clean in seconds, all the while trying to stop making little humming noises of delight. It was as though I was a child eating a candy bar for the first time.

Holy shlamoley! How can she have this kind of taste? This doesn't happen on earth. Right? I mean, no one ever said they loved the taste of -

"Oooooh." I jumped at the noise. It was coming from the shower. "Mmmmmm."

What is she doing in there?

Then I looked down at my hand, then at the shower stall.

Naaaah. Couldn't be.

I waved my hand dismissively and ran the tap. I glanced up and noticed my reflection. There stood my blue doppelganger - silent for once - giving a huge nod and a thumbs up. I grinned back and responded in kind.

It wasn't very thorough, but soon we were semi-clean, dressed and standing before Twilight. The purple alicorn was still blushing profusely as she closed her eyes and her horn began to glow. I felt a familiar tingling feeling and a strange sense of vertigo began to descend on me. Then I realized the last time I felt like this, I was surrounded by magic and hurtling through a portal. I closed my eyes against the feeling, knowing it was more in my head than anything else, when there was a brilliant flash behind my eyelids and Fluttershy's house stood empty.

Author's Note

So, I'm giving up giving exact dates until I have so kind of normal schedule during this whole COVID crisis. I deeply apologize for the delay. This one was a long labor, and I had to do it justice. To all who have stuck with me, thank you so much.

On a side note, how effective/stupid/dumb/annoying/brilliant was my intro to the clop? Should I just do the whole (clop starts here) thingamy? I don't want to spring unwanted action on people who aren't reading this for hot "human on pony" action. Feedback is always appreciated.

For those who are worried about my state of mind/being, your concern is also appreciated. I'm doing alright - both physically and mentally. And not the simple "No, I'm okay, please go away!" kind. I'm grateful for where I am and what I am doing. This is another aspect of my life I am grateful to share with others, as you are the only ones who will ever read this.

Maybe that sounds stupid, but it just occurred to me. I mean, why should an erotic fanfic (that probably has more self-insert than I am willing to admit even to myself) have some kind of great value even to its author? I don't know where I'm going with this train of thought. But I thought I'd share it with ya'll.

Anyway, I'm tired. I hoped you enjoyed reading this. Have a wonderful day. (non)Greg out!