It was Hearth's Warming Eve and I had been living in Equestria for just over a year. When I first came to Equestria via a program that allowed ten humans to come to Equestria and ten ponies to move to my world I was fully expecting it to be the Equestria I was familiar with. It was a lot like it but not fully like it. Rather than it being normal ponies, it was full of anthro ponies. I will admit, I was a bit disappointed at first but it wasn't long until I began to realize that it was even better than what the Equestria I was expecting would be.
Thing is, since I walked upright like them they welcomed we with open arms. Now they were a bit taller than me but that wasn't an issue at all. One thing that I did notice though were that some of the mares had especially large breasts, including one of my friends that Princess Twilight Sparkle had introduced me to, Fluttershy.
At first Fluttershy seemed a bit unnerved by me and had her concerns over me maybe doing something to her animals given that I visited the stand set up by a griffon that sells meat regularly. Ultimately though after spending some time with her and me not doing anything to her animals, we became friends and our friendship blossomed and quickly she became my best friend. Yes I had other friends, both male and female but I think the thing that caused us to grow close was my shyness and social anxiety. I knew about her past and knew that at one time she was very shy, perhaps she felt that she could relate with me.
Last year Hearth's Warming Eve was very awkward for me as I had only been in Ponyville for two weeks and I hardly knew anypony, much less had any friends. This Hearth's Warming Eve was a bit different as I did have friends but I still felt like a bit of an outcast because of the nature of the celebration. It closely resembled the Christmas holiday I celebrated back home but the reason for the celebration seemed so foreign to me. Because of that I usually just holed up in my house but another reason was because Ponyville got so cold on Hearth's Warming Eve. In my world the weather would vary. Sometimes it was cold and sometimes the temperature would hit fifty degrees.
That evening was like most other evenings for me. I was at home, trying my best to keep warm and I had fixed myself a good meat heavy meal since the griffon I buy my meat from was in town just yesterday. Right as I began to eat my supper I heard a knock on my door. I thought to myself, "Who could be visiting me this time of day?"
I got up and answered it. On the other side of the door was Fluttershy with a strange look on her face. She had a smile but she also looked like she was a bit frustrated. She asked, "Uhm hi Luke, would it be ok if we visited?"
I replied, "Of course we can visit Fluttershy! You know I'm always open for a visit from you."
Fluttershy headed in and was definitely dressed for the weather. She was wearing a rather heavy coat and snow boots. Once she got in she asked, "Luke, where is your restroom?"
I replied, "Make a right, then make a left at the hallway and then it is the second door on your right."
She then headed to the restroom and left me alone with my thoughts for a moment. I was admittedly happy that she had came to visit but I still couldn't help but wonder why she came to see me on Hearth's Warming Eve. I thought that she would be spending time with her friends or maybe taking part in either the local pageant or the big one up in Canterlot given how close she and her friends were with Princess Celestia.
After a few minutes I heard a yell, "Luke, can you come here? I really need your help!"
This shocked me quite a bit. I wondered why she would need help in the restroom. It wasn't only that but why would she be asking me for help in the restroom? I then headed back towards my restroom and when I got there, Fluttershy was not there. This confused me and I called out, "Fluttershy, where are you? I thought you said you needed help in the restroom!"
She yelled back, "Just follow my voice Luke, I really need your help!"
When I heard her voice, it sounded like it was coming from my bedroom but then I began to wonder why she would be in my bedroom. I also then thought about how she put so much stress on the word really. When I headed back towards my bedroom I saw light coming from it and figured that once I got there I would figure out why she was in there and why she needed myself.
Now I wasn't upset that she had gone back there but I was still curious. I then began to think that maybe she was tired and was wanting to spend the night rather than walking home through the blizzard that had hit the area. If that was the case, I would definitely let her and then sleep on my couch. She was my best friend after all and what ever kind of accommodations she would need, I would definitely provide.
When I got to my bedroom I was shocked by what I saw. There was Fluttershy laying on my bed completely nude. My jaw dropped open and I immediately found myself unable to say anything as I was taking in what I was seeing. I was taking in Fluttershy and everything about her. Her tits were huge, they had to be F cups if not bigger. She had big sexy thighs and then she rolled over, showing me her sexy ass that complemented the rest of her body perfectly.
She then rolled back over, sat up and asked, "I take it you like what you see?"
I replied, "Fluttershy, you are, you are....."
She finished my sentence for me, "Incredibly sexy?"
I nodded and she motioned for me to come to her, "Luke, I have a serious problem and only you can help me with it." As I approached her she got a huge smile on her face. Once I was standing in front of her she stood up, reached out and began to undress me. She said, "But you can't help me with your clothes on, you must be fully nude."
Again I nodded and I began to think about what was going on. I am going to admit, I had always found Fluttershy attractive even though she dressed rather modestly all the time. I will also admit that I had had a couple of sexual fantasies about her and always hoped and dreamed that a moment like this would happen but still, I wasn't going to go expecting sex out of this. It certainly seemed like it was going to happen but I wouldn't fully count on it until it was actually happening.
This may sound odd but I remained quiet as she was undressing me. She was ordering me around on what I needed to do so she could fully undress me and once she had me "presentable" as she ultimately called it, she pointed down to the bed and ordered, "Luke, sit down. I really need to talk about my problem."
I sat down and gave her a smile, "I'm going to admit, I certainly never expected this but what is your problem and why do we have to be naked for you to tell me?"
She reached down, grabbed my fully erect cock and replied, "Luke, I am having a serious problem." She began to squeeze me as she continued, "You see, I've entered a period of estrus and I am very needy! I am very needy and you are the only one who can satisfy my needs."
I gasped, "I am? I'm the one you want to satisfy your needs." She gave me a smile as I continued, "But I'm a human! I'm not nearly big enough for you....."
Very quickly I found myself pinned down on the bed and in a tight liplock with her. Very quickly she had crawled on top of me and that liplock turned into an incredibly passionate open mouthed kiss. I felt her flooding my mouth full of her saliva, saliva that I was greedily swallowing. I was in a state of bliss as this was happening until she broke the kiss, switched our positions to where I was on top of her.
Once I was on top of her she began, "Luke, I know humans don't have as big of members as stallions do but you see....." she paused for a moment before adding, "You're plenty big for me, big enough to, well you know!"
I had a look of shock in my eyes as she was telling me all this and I think she could tell that I didn't know exactly what to think. Her smile grew bigger as she continued, "Luke, I am in a state of estrus and I need you to buck me so badly." She paused before becoming more firm, "No, I need you to make love to me!" She then began to plead, "Please make love to me, make me yours, let us join together as one!"
I was shocked yet ecstatic at the same time. Here was Fluttershy, easily the sexiest mare in all of Equestria, wanting me to make love to her, me! I gave her a smile, "Alright but there are some things I want to do first, things that I think you'll like."
She must have been reading my mind or something because she replied, "Luke, whatever fetishes you have, show them to me! I am so needy right now but I want to know what to expect from you when we become one and we do this forever!"
When she said "when" I began to realize that this could wind up being so much more. I wondered if perhaps Fluttershy had special feelings for me or if this was her hormones speaking since she was in heat. I then decided to start in on showing her my fetishes. I got off of her, headed to the foot of my bed and asked, "Are you ready for this?"
She gave me a cute smile, "Mhmm!"
Her cute, short and innocent response made me so hot. It was making me want to move right on to the sex but I wanted her to know about my fetishes. She seemed to want to know what they were and I couldn't deny her finding out. She was Fluttershy after all and I wasn't about to disappoint her, especially given it seemed like there might be a chance our friendship could blossom into something so much more.
I leaned down and began to suck on her big toe. She giggled and kicked a bit, "Luke stop, that tickles!"
While she said to stop I could tell by her giggle that it was likely a normal reaction to being tickled. I began to suck on her toe harder and she continued to giggle harder and harder. Once I had sucked on her toe enough I gave her a smile, "What do you think?"
She returned the smile and seemed to pout, "Not fair Luke. Unless you let me do that to you to, you can't do it anymore!"
Sweet! She was obviously ok with it and I would have absolutely no problems with her doing that to me, or pretty much anything else either. I then began to stick my tongue in between her toes and run it back and forth. She again giggled, "Now you better let me do that to you too!"
I stopped and gave her a smile, "Oh Fluttershy, you can do anything you want to me!"
She replied, "Well then, how about you take me and then I take you!"
I was thrilled when I heard this. I could hardly believe that she wanted to take me too. After hearing that I began to realize that the chances of this becoming more than friendship were becoming much higher. After I got done with her toes I then began to suck again as I moved up her leg. She continued to giggle as I moved my sucking up. As I continued to move up her breathing was becoming heavier as she was anticipating me moving in on her prize.
One thing that shocked her was that I didn't dive straight in on her prize. Before getting to her prize I started sucking on her inner thighs, with my face pressed right up against her pussy and it was already sopping wet and it was so hot. As I was sucking I was also rubbing my face up against her and she giggled, "Oh my Luke, you're wanting me to mark you as mine, aren't you?"
I stopped sucking and exclaimed, "Yes Fluttershy yes, I want you to mark me."
She giggled, "Now now, that will have to wait. Make love to me and then I will mark you, all of you!" She paused before ordering, "Now move on, you know you want to taste me!"
I dreamily replied, "Oh I do Fluttershy, I do!"
I then dove in on her pussy and she gave out a moan of delight as she squeezed those sexy hips of hers around my head. As I dove in, I couldn't help but notice how incredibly sweet she was. I had tasted multiple women in my world but Fluttershy was so much sweeter and it wasn't just how sweet she was. As I continued to eat her, my feelings for her began to become much stronger. I found myself wanting to be hers and hers alone.
I then began to wonder what would happen if I was to rub her cutie marks while I was eating her. I moved my hands up, grabbed her flank and began to massage her. Almost immediately she let out a loud squeal, "Oh yes Luke, yes baby yes!"
I never imagined that doing that would cause her to squeal like that. Very quickly her breathing became much heavier and her squeals got louder, "Oh Luke baby, I gotta, I gotta, I gottaaaa!"
She then began to fill my mouth full of cum, cum that I greedily swallowed. It was kind of odd though, rather than it being a single burst, it was flowing from her more like a fountain and it seemed like the more cum she released, the sweeter it was getting and the more intoxicating it was getting. I was a bit disappointed once her supply was exhausted because I could have kept on drinking that for hours and hours on end.
Once I pulled my face out of her marehood she had a cute smile on her face, "So Luke, I take it you like it!"
"Like it, Like it? I love it!"
She gave me a smile, "Oh I have something else I know you'll love but to get it, you have to keep on moving!"
I gave her a smile and moved my sucking up to her belly button, causing her to squirm and squeal, "Not fair Luke! My belly is my weak spot and you'll pay for this!"
I could tell that she was enjoying it but I was wanting to move up to what was next, those huge sexy tits of hers. When I crawled up and began to lower my face towards them she got a mischievous grin on her face. "I know you'll love them Luke, I know they'll make you want me even more!"
I gave her a smile before diving in on her right tit and began to suck. Something didn't seem right though as she was actually lactating. I began to raise my head up to ask her what that was about but very quickly she grabbed my head, held it down and ordered, "Drink it dry Luke, drink it dry!"
I really had no choice at this point because she was holding my head down so I continued to suck and drink. Oh my goodness, her milk was so incredibly sweet! Breast milk was something I had never tasted before but it was something that I could definitely get used to drinking. As I continued to drink, I began to feel something else happen, something strange. I felt my member actually begin to grow in length and it felt like it was getting larger in circumference too. I began to wonder if maybe she had a unicorn cast a spell to cause her to lactate.
Once I finished drinking that tit dry she finally released her hold on my head and I saw the cutest smile on her face. I asked, "Fluttershy, did you have somepony cast a spell to fill your tits full of milk?"
She giggled, "Maybe!"
I then looked down and noticed that I had grown down south a fair amount, I noticed that I was probably around the same size as what a stallion probably is. As I was taking in the sight she ordered, "Now Luke, drink me dry! It isn't nice to only drink from one!"
I gave her a smile and took to her other tit. As I was sucking on this one, it seemed like the milk was flowing out at a faster rate and the more I drank, the more my fondness for her was growing. By the time I had drank her dry, that fondness was so much more than that, I felt a very deep love for the pegasus. Once I had drank her dry without even thinking I exclaimed, "I love you Fluttershy, I love you!"
She had a cute grin on her face as she suggested, "How about you prove your love for me? How about you make love to me now!"
I gave her a smile and positioned myself to start giving her the sex that she wanted so badly. As the tip of my member met her lips she became a bit nervous and this concerned me. I asked, "Fluttershy, what's wrong? You look nervous."
She replied, "Well it is just that I've never done this before and I've heard that a mare's first time really hurts."
I said, "Well if it gets to hurting you too much, let me know and I'll stop."
She smiled and gave me the go ahead to start. As my member began to enter her, we both let out a gasp of delight. As I was pushing myself further in, I could tell she was nervous. Finally I hit a barrier which very quickly gave way, causing her to let out a howl of pain and sink her fingernails into my back. I asked, "Fluttershy, are you ok? Do you want me to stop."
Fluttershy seemed to be a bit angry as she yelled, "Just lay still for a minute, ok? I'll let you know when you can start giving me the love I need so much."
I waited and it was probably a minute before she gave me the go ahead. Once she gave me the go ahead I began to thrust her gently. She was Fluttershy after all and she didn't remind me of the type that would want it rough. As I was giving it to her, she was moaning gently and calling out my name. I would be surprised though when she began to beg, "Harder, faster, deeper! Own me, dominate me, make me feel like a queen."
I complied and began to give it to her with more force. She then wrapped her legs around me, tightening her vaginal muscles making it feel like my member was imprisoned in a hot, wet, tight slice of heaven. We then began to kiss passionately and massage one another, causing both of us to heat up and begin to sweat.
As I continued to give it to her, our breathing became heavier and our moaning became louder and louder. The pleasure I was feeling was unlike anything I had experienced before. With Fluttershy it felt so much better and so much more full of love than what I had experienced back in my world. Ultimately that sexy moment would come to an end all too soon as we both let out loud moans and climaxed simultaneously.
She began to cum and she soaked the base of my member as I felt myself unloading into her as I was slamming into her cervix. I continued to release rope after rope into her uterus and it seemed like with each release, the shock waves going through my body became more and more intense. I wasn't sure how in the world I had so much to give but finally I exhausted my supply and collapsed on top of her.
As we laid there basking in our afterglow, we began to kiss passionately and rub our sweaty bodies together, keeping our bodies nice and sweaty. That is another thing I loved, the body of a hot sweaty woman wrapped around mine, or in her case a mare. It wasn't until we had finished our lovemaking that I noticed something about Fluttershy. She did not have a coarse coat like so many other mares do, her coat was more silky than anything else. Her coat felt almost like the skin of a woman and that made the whole experience so much better!
After probably an hour of non-stop passionate kissing, she broke the kiss and began, "Luke, that felt so good! You gave me exactly what I needed but...." she paused before adding, "the thing about estrus is, I'm going to be needy for a while and since you said you love me, you need to prove it. You need to keep on making love to me until I'm done with this." She paused before adding, "And then, I'll still want it, a lot of it!"
I replied, "Anything for you Fluttershy, anything." I then decided that I wanted more than friendship with her and figured the time had come to express my feelings. "Fluttershy, you know how close of friends we are but for quite some time I have had special feelings for you. Whenever we would meet up and you'd give me a smile, my heart skipped a beat and you mean so much to me." I paused before asking what I thought of as a very big question, "Fluttershy, I love you. Would you be my marefriend?"
She gave me a big kiss and exclaimed, "Yes Luke yes, yes I'll be your marefriend!"
She rolled me onto my back, crawled on top of me and pulled me into a deep passionate kiss. As we laid there kissing, I felt a true sense of bliss. I had just made love to the sexiest pony in all of Equestria and to top it all off, we were now a couple. What had happened between us would probably be the dream come true for any stallion but here I was, a human male, being the one who had not only made love with Fluttershy, but won her heart.
Finally after what had to have been a couple of hours, she broke the kiss and yawned, "I don't know about you Luke but I'm so tired. Do you think we could cover up and get some sleep."
I replied, "I'd love to Fluttershy." I gave her a tender kiss and added, "I love you so much Fluttershy, I love you more than anything."
She returned the kiss, "I love you too Luke." She paused before demanding, "And after we get some sleep, you better let me do to you what you did to me!"
I replied, "Anything you want Fluttershy, anything!"
We kissed once more before getting under the covers and wrapping our bodies tightly together. As I laid there holding my new marefriend tight, I felt like life was finally perfect. I had the most beautiful, sexiest mare in existence as my marefriend and it was obvious that plenty of intimacy was in our future. I then began to wonder about all the semen I released into her. I wondered if I wound up getting her pregnant and if that was the case, how soon would she want marriage. If that was the case and she wanted marriage right away, I would marry her and be ready for a lifetime full of happiness with the mare who captured my heart, Fluttershy.
