What do you mean, "friend?"

The stars blazed above me. Coming out of the daze of sleep, I didn’t know what was happening. For a few seconds I was blown away by the wonder of the stars, realizing that I recognized no constellations, and then thinking there must be some kind of large cat lying across my body.

Mmmm I always liked cats lying on me when I sleep. Wait.

That’s not a cat.

Turning my head and suddenly finding my face filled with fluff, I saw that Fluttershy had rolled over and was curled up against my left side as I lay flat on my back. Her left leg was thrown over mine, and my left arm disappeared under her. Her own left hand was on my chest, and every once in a while it moved a little bit and scratched at me absentmindedly. My whole body broke out in a sweat. Fluttershy seemed to respond by nuzzling a little closer to me. Feeling...something, I looked down and saw that my arm was not trapped between two pillows.

Oh sweet Jesus!

Fluttershy’s chest was pressed against me and her blouse had stretched completely taut. The shape of her breasts was outlined in all their soft, supple, beauty. It was enthralling.

Okay! Okay! Think!

-I can’t! All the blood from the brain is gone!

No, we can’t stay like this. We have to try to get the arm free.

Slowly, I edged my right hand towards my left side, and tried to slide it under her to get to my left arm. Almost all feeling was gone from it, so I wasn’t even sure exactly where it was beneath her. As soon as I was about to try, Fluttershy shifted again, and my hand brushed right up against her breast. I pulled back like I had touched an outlet.

My God, that's soft.

Trying to justify it as "getting her off of me," I tried again. This time when my fingers made contact, she made the tiniest sound, like a hum mixed with a squeak.

Won't work.

-Then why don't you move your hand?

I was transfixed. Here was temptation. Pinned down, unable to move, a heaving bosom literally inches from my hand, a sleeping mare…

She won't wake up.

I reached out with my index and middle fingers and gently stroked the top of one breast. Fluttershy seemed to shiver ever so slightly, then let out a long sigh. I couldn't stop staring. I couldn't see her face through her mane, but her head never moved.

I traced a line over the top of both mounds and then circled back. She made little humming noises. I dared to trace to the cleft of her breast, trying to feel between them. Then I pressed my whole hand against one breast, feeling my fingers sink ever so slightly into the soft warmth beneath. She sighed and shifted position, draping her leg further over me. It was way too close to my rock hard erection. I removed my hand.

"Stop. Stop this." I mouthed the words, trying to convince myself.

I waited. Slowly I found myself getting warm. Really warm. Oh God, I was burning up!

No, it's not me. It's coming from her!

It was true, the warmth was flowing out of her like a slow heatwave seeping from my left side to my right, and I feared I would sweat right through all my clothes. I had made up my mind to stop when I looked down.

I could see Fluttershy's nipples had just started poking up through her shirt. Even wearing a bra, there was no hiding those two growing peaks. My mouth watered.

Down boy! You can't reach your head over there anyway.

As slow as a glacier, I move my right hand and gently - ever so gently- I circled one nipple with my index finger.

"Ah." It was just above a whisper, but it was clear as day from my perspective. Fluttershy trembled, almost imperceptibly, but I could feel it.

I waited.

Nothing.

Then I rubbed my thumb across the nipple, bending and pressing it. Again, a tiny cry; again nothing. Meanwhile, my dick could've been used as a bludgeoning weapon, it was so hard.

Tentatively, I circled the other nipple, intent to squeeze it, when she let out a high pitched whimper. The tone struck me horribly.

It’s like she’s begging.

-Begging for it.

No! Begging you to stop!

Then, in barely a whisper:

“Brendon.”

I froze. Terror seized hold of every part of me.

Still she didn’t move.

Talking in her sleep? A dream, perhaps?

“It's alright...trust you…”

The words were a little garbled. I couldn’t tell if it was the sign of someone just coming out of sleep or someone still in dreamland. But either way, it didn’t change the guilt.

-She trusts you. And you’re doing this.

God! What if she is awake?! She’s still trusting you as you take advantage of her. Letting you grope her!

I waited, listening. Was her breathing a little different? A little more rapid? Not quite panting, perhaps. Still she didn’t move. So I debated.

Can we move her?

-No, not without waking her. Maybe. We could just keep doing this.

No. No I won’t.

-Might as well sleep here. She’ll wake up and it’ll all be over.

No. Think about it. What’s the outcome with staying here? I touch her, she wakes up eventually. If I sleep, I’ll cream my pants. There’s no way I won’t have a wet dream like this. If I stay awake, I’ll be a miserable wreck and there’s no guarantee I won’t fall asleep anyway.

-Did a great job of that earlier. And look where we are.

-Dumb fuck.

-Pervert.

Enough! There’s only one thing I can do and still live with myself. She trusts me? Fine!

I shifted my weight, but slowly. Gently, I brought my left arm up so that my shoulder was under her head, and slowly pulled my legs away from her. It wasn’t easy, and I knew that no matter what I did, she might still wake up. Midway through, I had to pause to let some blood flow back to my left arm. Somehow she remained asleep. Then, when I was all set, I put my arms under her, braced myself, and lifted her up. All the while I manage to cradle her head and neck so as not to jolt her too much.

She wasn’t nearly as heavy as I imagined. I got my left arm all the way around to her left shoulder, while my right arm hooked under her knees. Slowly I began to make my way back to Fluttershy’s cottage. I wasn’t even sure how far it was, but I’d make it there somehow. Luckily we made almost no turns from her home, and I found myself making a beeline for it. Fluttershy became heavier and heavier. The strain was bearable, but I had to balance the idea of hurrying with pacing myself so I didn't tire out too fast.

I was three quarters of the way back, when Fluttershy lifted her head from my shoulder. “Mmm? Brendon?” She looked up, a questioning look on her face. She looked so helpless, I thought.

“It’s alright. You fell asleep.”

“But...don’t...I’m not…”

“You’re light as a feather. Go back to sleep. Everything’s fine.”

“Oh. Okay.”

She didn’t sound at all awake, but she smiled, closed her eyes, and nuzzled into me. I felt her arms slowly move up around my shoulders and drape themselves around my neck. She was hugging me, and I felt both undeserving and the strongest man alive. The distance to her house seemed ridiculously easy to make. I wouldn't drop her if she was made of stone. However, when I approached the house, I had a dilemma.

“How am I going to open the door?” I whispered to the darkness.

A dark shape jumped in front of me and I tried not to scream.

It was Angel. His paws were crossed and he was tapping his foot at me. He looked pissed.

“Hey, little guy,” I whispered, “You gotta help me out!”

He shook his head and wagged a finger at me.

How do you have fingers?

-You’re carrying a talking, yellow pony. Shut up.

“Look, she just fell asleep. That’s all that happened! Please open the door. I don’t want to wake her up. Look at her.”

Angel paused and looked at the sleeping, yellow beauty. Then he looked at me with a frown, then dashed away.

“What? No! Come back!” I tried to yell while still whispering.

Just then the door clicked open and there was Angel, peering out from the doorway.

“Oh, I am getting you so many carrots. Thanks, little guy.”

He waved his paws at me in a “Yeah, yeah, sure,” kind of way, and then began hopping in front of me. I tried stepping around him, but he was always in front of me. What was he doing? Oh, he was leading me to Fluttershy’s room.

Inside, Angel peeled back the blankets and bed sheets with his teeth so I could perfectly place her in bed. We tucked her in, and Angel hopped out of the room. I brushed a strand of mane from Fluttershy’s face, and turned to go. I found my hand held in a gentle grip.

“Don’t...don’t go.”

I smiled down at her. Her eyes were barely open and she looked up at me like a child needing to be tucked in.

“Please. Brendon.”

She’s not awake. She won’t remember any of this.

The thought emboldened me, so I sat down towards the head of her bed, stroked her mane with my other hand, and whispered. “I’m sorry, I need to go.”

“...dreaming?”

“Hmmm? Is this a dream?”

She nodded. “Mmmm.”

“Yes. Yes it is, my little Fluttershy.”

-Where did that voice come from? You trying some suave bullshit?

She’s asleep! I can talk however the fuck I want.

I raised her hand that gripped me so desperately, and kissed it. Her ears drew back, but her smile widened. I placed her hand back down on her chest.

“Really?”

“Of course. Now I have to go.”

“I wish…”

-Don’t say it.

I can’t help it.

“You wish what?”

“I wish...you were real.”

“Why?”

“...cause then...I’d…”

She moved her lips but I couldn’t hear her at all. She seemed to be struggling to lean towards me.

I moved in to hear what she would say.

“Yes?”

“...show you my cutie mark.”

“...”

“I know you...wanted to see it…”

“Oh...my.”

Leave. Now.

“Tomorrow, my little Fluttershy. Good night.” I kissed her on the forehead, and turned to go.

When I reached the doorway I stood there for a moment, just looking at her. She was snuggling down further into the covers when I saw her look at me through her half open eyes.

“And you are beautiful, Fluttershy. You are so beautiful.”

As I quickly shut the door, I thought, right before it closed, that her eyes had suddenly opened wide. But then the door was closed, and my heart was pounding too much for me to even think of opening it. I waited in the darkness, my hand still on the knob.

“...Brendon?” It was whispered but I could still hear it through the door. I stood there, motionless. Maybe she had just woken up at the end. Maybe she was still dreaming.

Maybe she was never asleep.

After a moment, uncertain what I would do, I ended up silently tiptoeing to the bathroom, and then to my room.

As I opened the door, I could feel a dull pain that I had been putting off in my nether regions.

-You got the blues, boy! This is going to hurt so bad if you don’t take care of this.

I stopped for a moment.

Oh no, I’m not doing that. I’m going to sleep. Dreams pay off way more than jerking it. I am not going to masturbate.

-Why didn't you give in to that white unicorn? There'd be no consequences!

I couldn’t do that.

-Then you wouldn’t be in such pain!

So I beat myself up if I did and if I didn’t? What the hell?

-You’re a perverted, arrogant, self-centered, life-ruining -

Shut up! I’m going to sleep!

I could feel my mind starting to whirl. “Circular thinking.” That’s what my therapist called it. I would never win the argument, even though I was having it with myself. And the thoughts would not stop, I was helpless against the sudden barrage of them. But I had to sleep. Desperate, I decided to exhaust myself. Maybe then my mind would be too tired to think.

Moving slowly, trying to make as little noise as possible, I stripped off my clothes and started doing push ups. In order to keep my thoughts from coming, I counted out loud in a whisper. Anything to fill the silence. It’d been a while, and I didn’t expect to do more than about twenty-five. Instead I hit fifty, breathing a little hard. It wasn’t good enough, so I did it again. And again. I kept going as the reps got less and less. After some time - I don’t know how long - I was down to only doing five. I was dripping sweat on the floor, straining to do the last one. I had to keep going. If I stopped, the thoughts would come. Not again.

Eventually I collapsed trying to do a single push up. I sat there, feeling the cool of the wood floor on my cheek, just breathing rapidly. Maybe I’d just sleep right there. But now I was sweating like mad and, wearing nothing but my underwear, I was getting cold. I pulled myself up, feeling exhausted and dirty. Glancing at the door, I decided I wasn’t going to bed like this.

Stealthing my way down the hall, I slipped into the bathroom and splashed water in my face. Then I grabbed a washcloth, wet it just a little, and wiped myself down.

I gripped the sides of the sink, staring at my reflection. Who was this, in the mirror? A pervert? A lovesick child? A broken man? A lonely fool? It seemed the image before me subtly changed to reflect each thought, even though none of my features were different.

Is it all in how I see myself?

I was too tired to get into this. Feeling like I would collapse, I opened the door and started back down the hallway. It seemed much longer than before, but then again my legs didn’t want to move anymore. I had gone just a few feet when I heard Fluttershy’s door open. I inwardly groaned, too tired to run back to my room. Despite my misgivings, I’d have to live with this situation; so I decided I’d act like I didn’t notice.

“Oh! Excuse me. I’m sorry.”

I glanced back and saw Fluttershy standing there in her nightgown. She must’ve woken up and changed. It was easy to see that she was flustered, probably from seeing me in nothing but my fruit of the looms.

“No, I’m sorry, Fluttershy. I didn’t think you’d be up.”

“Oh...it’s-it’s okay. I couldn’t sleep.”

“Well, I know how that is. Let me get out of your way,” and with that, I tried not to limp as I made my way back to my room.

Just as I was pushing open my door, I turned to look down the hall. There stood Fluttershy, one hand on the wall, the other was on her waist. She had pushed her nightgown up on one side, revealing her figure all the way up past three pink butterflies on her flank. Her smile was small, her eyes almost apologetic.

There was no fight left in me, I openly stared.

“Goodnight, Brendon.”

“Guh.”

“Hmmm?”

“Uh, guh-good night, Fluttershy.” I feebly wiggled the fingers on one hand, never taking my eyes from her cutie mark.

She stepped into the bathroom, waving. “Sweet dreams.”

“Yuh.”

At that moment, my eyes still locked on the place where she had stood, I walked into my room.

*Wham!*

Nope, that was the wall next to the door. I tried again, and made it this time. Stumbling into my room, I fell on the bed. I was dead tired. As my head hit the pillow, I was already starting to go out. My thoughts were oddly simple.

Those legs don’t ever end. I think she bounced a little. Were those pink panties I saw? Those are the prettiest butterflies in the World.

It was less than a minute before I was finally asleep.

* * *

I was back in Rarity’s boutique. No, that’s not quite true, wasn’t I in Fluttershy’s cottage? Of course, there she was. Was she wearing Rarity’s clothes? She had the tape around her. I needed to be measured. Yes, she could do that. I needed her to do that.

She walked towards me, her hips swaying, her cleavage pushing up out of the blouse. She put her hands on my chest, looking up at me with a bright smile. An arm came up to stroke my hair, the other wrapped around my shoulder. She pressed herself to me. She was so soft.

My hands explored her backside, feeling everything. I ran a hand up her skirt, pushing aside the fabric to feel her soft butt and run my fingers through her tail. My other hand touched the side of her face. It was so precious to me, and I was enthralled by its beauty. She closed her eyes, kissing my palm once before nuzzling into it. Every inch of me thrilled at this moment.

Suddenly I took hold of her and pulled her in for a passionate kiss. Everything exploded at that moment. It seemed butterflies and birds erupted from that kiss, flying everywhere in happiness and joy. A second as long as a lifetime passed, and then Fluttershy pulled back, her eyes shining, and looked up at me with a changed face. It was confident, filled with wonder and excitement, and I felt like a hero from a story. That look on her face told me I was capable, that I was great - and I was. In that moment, I knew it.

Wordlessly, she slid the tape measure off her neck, her breasts bouncing slightly as she did. She held it down to my waist, a look of pride on her face as she turned back to me from what she found there.

An unspoken thought filled my whole world.

Do I measure up? You have to tell me.

Her smile was warm and loving as she reached up and pulled my head in for another kiss. At the same time, I felt her other hand snake down to my pants, darting inside without hesitation. I felt her hand caress my hard cock, feel the thickness of it, and gently stroke it. Her hand was touching everything. She traced the head, tickled the underside, and I felt her body push into me all the more as she moved her hand up and down. We writhed against each other, our mouths devouring, our bodies needing to feel everything. My hands went to her breasts, loving their softness, yearning to push my hands under that shirt and explore.

I couldn’t hold on. Her kiss was happiness. Her ministrations were lust incarnate. I wanted to do so much more, but my world exploded in pleasure. I held onto the moment as long as I could, even as it tried to tear itself from me. I called out, wanting her back, wanting this back!

Can you tell me if I measured up? Can you tell me what I’m worth?

For one fleeting second I saw a mirror rushing at me. It shattered as I smashed through it.

I awoke riding a wave of happiness. This was followed by a deep sense of loss, for my eyes were greeted by nothing but a dull, grey empty room. She wasn’t there. It was a dream. Only a dream. Only a dream? It was breathtaking.

As I started to sit up, I felt the somewhat familiar feeling of having messed the sheets. I flung back the bedding, and was surprised by what I saw. The stain was a lot bigger than I’d thought. Usually it was rather small, and for a second I thought I had seriously peed the bed. Nope. That’s my protein, alright.

Damn. I ain’t sleeping in that.

Quickly, I jumped off the bed and bundled the whole bedding up in one giant ball. I gently placed it on the floor by the door, wondering how to secretly wash that, and then wondering how they did laundry at all in this town.

Should I go back to sleep? I wasn’t tired, that’s for sure. Looking out my little window, I saw the greyness outside was the early grey of morning before the sun rose over the horizon.

My whole body still remembered the feeling I had upon waking, so before it completely left me, I sat down and tried to remember everything. My head in my hands, I almost wept at the memory. That feeling of belonging, the certainty in the dream of never being alone again, and the pleasure my body experienced. I remembered the images, but the feelings were disappearing. I inwardly grabbed at them like an addict trying to keep his high, but it was gone.

I sighed deeply. This wasn't the first time I'd had a dream like that. This was, however, the most vivid one I'd ever had. And it was the only time I'd ever dreamed of a real person. Every other dream was a woman my mind created for the dream, but not Fluttershy.

Glancing out the window, I knew I had time to kill, and I'd rather sit and think for a bit then walk around an empty house, potentially meeting Fluttershy in some other awkward moment. Part of me got excited at the prospect, while another part shied away from it. Why?

-That's what we have to talk about.

Might as well try some self therapy. "Physician! Heal thyself!"

Looking back on this moment, I was amazed that my mind had no antagonist. Did it mark a beginning?

-Are you attracted to her?

She's beautiful.

-Not the same thing. You're divided. You want to reach out your hand but you pull it back at the same time, not even questioning why.

Is it because she's not human?

-That seems to hit a mark. There is the feeling of some unapproachable distance between you and her, like you know she can't be reached.

She can't.

-Why?

She's not human.

-Follow that up. She's exotic, different, possibly one reason your drawn to her. But not the whole reason.

I can't ever have kids with her.

-Whoa, getting a bit ahead of ourselves! We haven't even hit long term relationship.

Shouldn't I?

-No, don't change the subject. Why are you attracted to her?

God, look at that body!

-Well duh, but that was always the "added bonus" for you, not the main reason.

It helps.

-You like her because you believe she needs help.

She's alone.

-No, you are. Stop making excuses.

I'm afraid to hurt her.

-Ah, that feels closer. Imagine you broke her heart.

Or corrupted her.

-There does seem to be this air of innocence around here. But then there's Rainbow.

And Rarity.

-Let's not go there yet.

Right, but it's all so…

-Yeah.

And I feel like I might tarnish it.

-Innocence ends. Virginity, eventually, is lost.

You ass.

-You're talking to yourself.

Right.

-What are you most afraid of? What's holding you at arm's length, except when she's sleeping?

I'm scared of getting hurt.

-Bingo. You might leave.

She might leave me.

-And that scares the shit out of you. Even though it seems like she doesn't want to leave you.

Seems.

-Shut up. You always want absolute proof that a girl likes you. Here you have something.

Do I?

-Oh God, what does it take with you? How do you imagine that you've interpreted everything wrong? Did Rarity want to have sex with you?

Well, yeah.

-Last night, did Fluttershy purposefully show you her ass?

Cutie mark.

-I rest my case.

Sighing one last time, I decided I needed to finally get up. I grabbed the little backpack from Rarity and made my way to the shower.

The hot water felt great, putting me in the mood for a song. So I sang the first thing that came to mind.

“There's something in the way she moves

Or looks my way, or calls my name

That seems to leave this troubled world behind.

If I'm feeling down and blue

Or troubled by some foolish game

She always seems to make me change my mind.

I feel fine anytime she's around me now

And she's around me now

Almost all the time.

If I'm well you can tell she's been with me now

And she's been with me now quite a long, long time

And I feel fine…”

Ah, James Taylor. Can’t go wrong.

I finished the song, and the shower, then got out and toweled off. I looked in the backpack and saw that Rarity had given me two of everything: pants, shirts, socks, undershirts, and underwear. I picked out a dark green shirt with dark brown pants. The shirt was very close to my favorite color; dark green always went well with my hair. I smiled and put on the well-fitting clothes. The pants did hug my butt a little bit, but didn’t feel tight. I snapped my fingers and pointed at my reflection.

“Heeey! Lookin’ good!” I cracked up at my awful attempt at being slick.

Eventually I made my way to the kitchen, grabbed an apple, looked and snagged something else, and went outside to watch the sun start to rise over Ponyville. What a sight it was. I took a big bite out of the apple and just sat there with my back to the front door.

Your new home.

And it was my third day in it. How had so much happened in two days? Well, today would be the start of something different. I needed to find a job. Get out there and meet new ponies, and earn my keep. Where? Didn't have a clue, but I'd find out.

Not in a boutique, that's for sure.

I sat there for probably only a few minutes, crunching my apple, when Angel came bounding up in front of me. I looked down and smiled.

"Hey, big guy, thanks for last night. I said I'd pay up. Here," I pulled out the bundle of carrots I’d nabbed from the kitchen and tossed it to him.

He grabbed it, sniffed, and then gave me a nod.

"You don't know if Fluttershy's up yet, do you?" I was still hesitant to see her. How much did she remember? How much did she know?

Angel shrugged, then started nibbling a carrot. He was eyeing me strangely. I didn't know how to take it. I bit into my apple while I eyed him back.

"Look, I was just trying to do right by her last night, okay? She's a wonderful pony, and I only want the best for her."

Angel took another bite, his eyes never moving, his expression never changing. I took another bite, trying to talk through the apple.

"I didn't plan to come in here and take over your place, right? You understand? I'm not here to take advantage of your master, or mistress. Your her pet, right?"

*nom nom nom*

Starting to hate that stare. What’s he want from me?

Apple bits flew everywhere. "I got lost! I'm stuck here! And I don't know what I'm going to do! I got to get a job or something, find something to do with myself. Well, I got all these new friends now, right? All these...female...ponies. But your Fluttershy -whoa! - she is something."

There was a single nod. No other change.

I swallowed. "I know, right? She's amazing! She's just so...oh, I don't need to tell you. You live with her. Well, yeah, I guess I do too, for however long that's going to be. Hopefully for a while. The thought of Fluttershy being the first person I see when I wake up, and the last person to see before I go to bed...that's pretty...great. Yeah." I couldn't keep the dreaminess out of my voice.

Angel just kept on staring. Then he waved a tiny wave. I waved back confused. A thought struck me. I leaned my body to the left. Angel's eyes didn't move. I shifted over to the right. Same thing.

Oh no.

I turned around, and there was a sight to catch my breath.