Author's Note

I had an idea for a fic called The Many Faces Of Futashy and thought that maybe my readers would like something not involving futa for once. So, I took that basic concept and merged it with the style of The Big One and Futashy And You to get this! A second-person non-futa Fluttershy clopfic where she has sex with you!

I also wanted to upload this with all four chapters completed, but I hate waiting. Just know that I will be working on this one for the next couple days as it is fresh in my mind.

Fluttershy

You arrive at Fluttershy's cottage to hang out. She had invited you over the day before and there was no way you'd turn down her offer. After all, you have wanted to ask her out for quite some time, but you never found the right moment to do so. Now, was your time! As of right now, you are stepping up to the front door. Knocking on it, you take a step back and wait.

After a brief moment, the door opens as the yellow pegasus smiles at you. She's wearing a long sweatshirt that hangs past her crotch, hiding most of her shorts which made you, at first, think she was only wearing a sweatshirt. Another feature you particularly enjoyed were her enormous breasts. They must've been F or G-cups at least. Maybe even bigger. She's also wearing nothing on her feet.

"Glad you could make it," she said before heading inside.

"So, you needed a second opinion on something?" You ask her as you enter and close the door behind you.

"Yes," the mare replies, walking over to the couch where she had laid out some clothes. "I'm going out with the girls tomorrow and we have to get dressed up. I want whatever I pick to be a surprise so I'd like to see what you think."

"Oh," you say with a light smile. "I could do that, yeah..."

The mare gives you a smile in return and takes the clothes. "Be right back," she says as she heads off to the bathroom.

You take a seat on the couch and wait. It isn't too long before the mare returns. Now, she's wearing a long whit dress with thin shoulder straps and looks smooth to the touch. On her feet, she wore white high heels and knee-high white socks.

"I was going for a white theme with this one," she explains. "I hope it's not too white?"

You look her over and smile. "That is a lot of the same color," you say with a light chuckle. "What else you got?"

"Oh. Yes," she said, walking off back to the bathroom. When she returns, she has on a tight red dress with no shoulder straps. On her feet, she had on red high heels and the same white knee-high socks. "How about this one?" She asks with a light strain in her voice.

"Uh... You okay?" You ask her, noticing her nipple bumps through her dress. "Is that... too tight?"

"Now that I'm wearing it..." Fluttershy begins with a blush. "it does seem a little too small..."

"Try on the next one, then..." you tell her, imagining how her tits must've been extremely squished in there.

As she turns to leave again, you both hear a loud rip before the dress falls to the floor. The mare freezes as her face turns red. She then lets out a loud squeal, drops to her knees, and tries to cover herself up. You look away to give her privacy but she also seems too embarrassed to get up. You could leave, but then later interactions between the two of you may be supremely awkward. Even if you helped cover her up, there would still be that tension. The only option was to go to her. Standing up, you slowly make your way over to her. When she sees you approaching, she blushes hard and squeezes herself tighter.

"D-Don't look!" She squeaks shyly.

You kneel down beside her and keep your eyes on her face. When she sees you looking at her, she lets out a quiet whimper of embarrassment. "Fluttershy..." you begin. "There's something I've wanted to tell you for a long time... Never knew the right time to say it, but..." You have her attention now. "Hopefully this makes this situation less awkward, but... I've sort of... had a crush on you for a while now..."

The mare stares at you for a few seconds before responding. "R-Really?"

You nod. "I think you're the sweetest mare I know and I would love to gout with you. And, if there's any way I can help you relax right now, just let me know. Okay?"

Fluttershy continues to stare at you with a blush. "U-Uh... Wow... Um..."

"I'd like to try something," you say suddenly. "If you refuse, I'll stop..."

Before the mare could ask, you put your hand on her cheek and lean in to kiss her. Keeping your eyes open, you see her go wide-eyed in response but she makes no attempt to push you away. After another second, or two, you pull away to look her in the eyes. You then wait for her to say something.

For what felt like forever she just sat there, speechless. But, to your delight, she soon replies with, "W-Wow... That was..."

"Good?" You ask with a smile.

"That was my first kiss," she tells you with a huge blush. "You really... like me?" When you nod, she smiles. "Can you... do that again? But... longer? I-If you want..."

You chuckle and lean in again, kissing her on the lips. You wait for her to close her eyes before you close your own. This time, the kiss lasts for what felt like a minute. When the two of you part, Fluttershy bites her lip before looking down at her body.

"I-I kinda wished this happened differently..." she mutters.

"Me, too," you agree. "But, since I've already seen you naked... and, we're a couple now... would it make you feel better if... I was naked, too?"

"Oh, gosh," Fluttershy exclaimed cutely while covering her mouth with the hand she had over her crotch. Since she's wearing panties, and kneeling, you still can't see her marehood. "I-Isn't that a little fast?"

"These are unique circumstances," you say as you pull off your shirt and toss it aside. Fluttershy keeps her hand over her mouth as she eyes your body. She doesn't make a move to stop you, so you keep going and start slipping out of your pants. Once you had your pants off, you kicked them away and got to your knees beside the mare. "Just one thing left to do..." you say as you start to pull off your boxers.

"Those, too?" Fluttershy asks you. "But, we're both topless."

"True," you say with a light smile. "But, you have breasts. I don't. So, to make it even..." you say, slipping your boxers off.

When you do, Fluttershy looks away for a brief moment but then slowly looks down at your crotch. Reaching out, you gently take her left hand, which was just sort of hovering in front of her mouth. Letting out a soft gasp, she lets you take it and guide it to your cock. The second her fingers brush against your shaft, you hear her breath catch. Smiling at her, you bring her palm to your rod. As you do, you can feel her slowly wrap her own fingers around it.

"Oh, my..." she shudders, feeling your warm, throbbing cock.

As she feels your dick, you lean in and kiss her on the lips. She kisses back and starts to lightly stroke your meat pole, letting soft moans into your mouth. With your left hand, you reach over to gently pull her left hand off her right breast. Feeling your attempt to expose her, she moves her arm out of the way on her own. Smiling, you gently grip her tit. This makes her pull back from the kiss with a sharp gasp and large blush. She also pulls her hand off your cock out of surprise at the feeling.

Guiding her hand back to your shaft, you lift up her breast and wrap your lips around the nipple. The sudden sensation causes her to speed up her handjob. Letting out soft moans one after the other, her hand picks up speed the more aroused she is. With both tits fully exposed now, you grab both and squish them together, making the nipples rub together before sucking on both at once.

"Oh!" Fluttershy gasps, making you stop and look at her. "There's... something I'd like to show you, but... I may need to get used to... this," she says with a blush as she squeezes your cock.

You smile at her and nod, reach down to grab her panties. "Then, let's get these off."

The pegasus sat on her butt and lifted her legs, allowing you to pull the panties off. After you set them aside, she turns to you and climbs in your lap. You two lock eyes as her breasts squish up against your chest. Reaching down, you grip her ass as she leans in to kiss you.

While you make out, you feel your hot rod twitch against the mare’s hotter pussy. As it does, Fluttershy pulls away and looks down with a light gasp of surprise.

“Oh, it’s so eager...” She sighs, before rubbing her pussy against your shaft. “Can you hold it for me?” She asks, before placing her hands on your shoulders and raising her butt.

You can now feel her marehood dripping on your cock. Smiling, you nod and hold your rod in place. Fluttershy smiles back before lowering her wet slit to the tip of your dick. She takes a deep breath before dropping all the way down with a loud, wet slap.

You go wide-eyed as she lets out an even louder squeak. “A-Are you okay?” You ask, worried she may have hurt herself.

She panted heavily before looking at you with a breathy chuckle. “I’m great... It’s just I’ve wanted to feel this for so long...”

Without any more hesitation, the mare starts to move her hips up and down, letting out moan after moan. It is surprising to you how quick she was to have you inside you. Perhaps she was a tad more kinky than she initially appeared to be. After all, she let you strip naked in front of her before pulling her panties off. What was this mare really like once she got going?

You let your fingers roam over the smooth curvature of her butt, your right hand sliding to the base of her tail and gripping it. This makes her moan out a little louder as she starts to drool a little. With your free hand, you slip it to her butt crack and slip your middle finger inside her tight hole. The mare gasps sharply before resting her forehead on your left shoulder, moaning loudly and deeply.

"Oh, I'm... I'm getting close..." you warn the mare once you feel your cock twitch as if it was preparing to shoot its load.

When you say this, Fluttershy gasps and pulls her head back, stopping her movements. "Wait! There's one more thing I'd like to get used to before I show you the surprise..."

You pull your finger from her ass and give the bubbly ass a light pat. "What is it?"

The pegasus smiles and bites her lip before pulling off your cock. Sliding back, she got to her stomach with her face near your shaft. "I still need to get the hang of this..." she coos. Leaning in, she presses her face to where your rod met your balls and sniffs. "Mmm... So, that's what a real one smells like..." she hummed, implying she's seen fake ones. Has she used toys before?

She then sticks her tongue out and licks up your shaft to the tip, before wrapping her lips around the head. Instead of giving you a blowjob, she just starts taking more and more of your rod inside her mouth. Given that she was an anthro pony, she probably didn't have a gag reflex, but she still probably had to get used to the size. She places her hands on your inner thighs and begins going lower and lower. You feel your meat pop into her throat as she lets out a wet glug sound. Scooting closer, she props up her upper half to get a better angle. Closing her eyes, she continues to lube your shaft with a flood of her saliva while she attempts to take your whole cock.

"Holy shit," you moan, placing your hand on the back of her head.

She eyes you as best she can while she pushes herself to go lower until you feel her lips on the base of your rod. Reaching her destination, the mare stops and just swallows. After about a minute, she pulls off with a loud gasp, dozens of strings of saliva connecting your cock to her mouth. She giggles and wipes her mouth with her arm. "Mmm... You're a big boy," she gasps, catching her breath. "But, I can manage..." She then stands up and looks down at you. "Um... Take a seat on the couch, okay? I'll be right back." With that, she turns and heads upstairs to her bedroom.

Staring at her as she left, you can't believe what just happened. Looking down at your saliva-soaked dick, you let out a chuckle. "Wow..." You then get to your feet and head over to the couch, taking a seat. "So, what's the big surprise?" You ask out loud, not expecting an answer.

It took a little longer for the mare to return but, damn, was it worth the wait. When she came down the stairs, you first saw her bare feet with black-painted toenails, black lace leggings, black wrist sleeves and black-painted fingernails, pierced nipples, black collar, black-painted eyelids, and two metal studs in her left ear. When she arrives at the bottom of the stairs, she leans against the railing and crosses her arms. Even her facial expression seems more serious and depressing.

"Are you ready, big boy?" She asks in a deep, seductive tone.

You go wide-eyed at her sudden change in appearance and character. "Oh, boy..."