Behind Closed Changing Rooms

by BrawnyBold

Rating: mature
Tags: Romance, Fluttershy, Porn, Sex, Fetish, Feather Bangs, My Little Pony: Friendship is Magic
Length: 4090

Feather Bangs and Fluttershy spend some special time inside Rarity's boutique.

Feather Bangs feels lucky to be dating such a great mare like Fluttershy. But Fluttershy prefers to keep their relationship a secret and Feather respected that. When Feather spends time with Fluttershy at Carousel Boutique, he sees another side of her he didn't expect to see.

Story requested by TheBestGamer

Published 2023-02-18 03:50:01 UTC
Last updated 2023-02-18 03:50:01 UTC

Behind Closed Changing Rooms

Feather Bangs trotted down the streets of Ponyville with a smile on his face. A couple of pretty mares trotted passed Feather, yet he didn't mind them. Feather would normally flirt with the pretty mares and they would swoon over him. This was different considering that Feather now has a marefriend named Fluttershy. That was the reason Feather was so happy. He was on his way to see Fluttershy at one of their usual dating spots. The dating spots were usually somewhere very secluded such as the woods or by the ponds so nopony would notice them. Fluttershy preferred those kinds of dating spots as it allowed her to see all of her animal friends. She didn't want to attract too much attention to herself. Fluttershy also asked Feather if he could keep their relationship a secret as she thought having a coltfriend would draw more attention. Feather followed Fluttershy's request as he sort of understood his marefriend's reasons. As much as a gentlecolt Feather was, he couldn't help but wish that Fluttershy felt more comfortable with being seen with her coltfriend. That way, Feather could take Fluttershy on better dates to show that he cares for her. Feather decided to just settle with what he had as he doesn't want to push Fluttershy way out of her comfort zone.

"Hello, Feather Bangs!" A mare's voice said. Feather turned to see Derpy in her usual mailing uniform.

"Hey, Derpy." Feather said. "What brings you here?"

"I was delivering some mail and I noticed you trotting by." Derpy said as she pulled out a small envelop from her saddle bag. "I thought it would save me a trip to deliver your letter directly to you!"

"Oh, thanks Derpy." Feather said as he took the envelope. As Derpy flew away, Feather read the envelope. To much of Feather's joy, the mail was from Fluttershy. Feather tore open the envelope and started reading the letter.

Dear Feather Bangs,

Meet me at Carousel Boutique instead of our usual dating spot. I'll explain once you get here.

Sincerely,

Fluttershy

Feather was curious on why Fluttershy wanted him to meet her at Rarity's boutique. He decided to find out by making his way to the boutique. Feather arrived at Carousel Boutique and entered through the door. He trotted in to see many dresses hanging on clothes racks while some were worn by pony mannequins. He also spotted Fluttershy waiting at the center of the boutique. Feather couldn't help but sigh as he saw his marefriend's beautiful appearance.

"Hey Feather!" Fluttershy said as she trotted over to Feather and gave him a hug.

"Hey Fluttershy, it's good to see you again." Feather replied. Feather was able to smell the sweet aroma of Fluttershy's long, pink manes as they hugged. Feather could also feel Fluttershy's soft, yellow fur that brushed on his body and hooves. He also couldn't help but look over to see Fluttershy's nice and plump flank. Feather had to admit that he really thought Fluttershy had a really nice rump. He also enjoyed it when he walks behind Fluttershy and gets to see her flank sway from each step she took. Fluttershy ended the hug much to Feather's displeasure.

"I am so glad you got my letter." Fluttershy said.

"Luckily, I was nearby when Derby went to deliver it." Feather said. "So what brings us to Rarity's place?" Fluttershy looked away while drawing circles with her hooves. Feather thought it was cute when Fluttershy does this.

"Well, it has been a while since we started dating. I know that we have been seeing each other in secret because I wanted privacy. I have been thinking about it and I think it is time for me to make our relationship public." Feather couldn't help but smile.

"That's great!" Feather said.

"I want to start things off by introducing you to my friends. Rarity was my only friend in Ponyville as my other friends had to solve a friendship problem. She should be coming down soon." Fluttershy said. Feather heard the sounds of hoof steps from the stairway. He guessed that it was Rarity was coming down. Before Feather could see Rarity, he was pulled into one of the nearby changing rooms. Feather looked around to see that the room was dark since the lights were still off. He also noticed that Fluttershy was inside and he guessed she was the reason why he was pulled inside. Before Feather could say anything, Fluttershy placed her hoof on his lips and shushed him as a sign to remain quiet. Fluttershy peaked from outside to see Rarity entering the first floor. Rarity looked around with a curious look on her face.

"Hello? Is anypony in here?" Rarity asked loudly. "I could have sworn I heard the door bells ring." Rarity scanned the room for one last time before shrugging. "I guess the visitor must have left." Rarity said to herself before she used her horn to bring out some dresses. Fluttershy turned back to Feather who was completely confused from hiding in a changing room.

"Um...Fluttershy, why are we hiding?" Feather whispered.

"I am really sorry, Feather." Fluttershy said with guilt. "When Rarity was coming down, I remembered that Rarity gets really talkative and wants to know about the latest gossip. I started to imagine a scenario where Rarity would start to get excited and ask so many questions about our relationship. I started to get so afraid from those questions that I had to hide from Rarity. I feel like such a coward." Fluttershy said as she lowered her head in shame. She then felt Feather's hoof on her shoulder. Fluttershy looked up to see a smiling Feather much to her surprise.

"It's okay, Fluttershy." Feather said. "If you're still not ready to tell your friends about me, I will respect that." Fluttershy was able to smile thanks to Feather. "So what do we do now?" Fluttershy looked out to see Rarity dressing up the pony mannequins."We will have to wait until Rarity leaves the room. When that happens, we can exit the boutique before she hears the door's bells."

"Yeah, let's just hope that it won't be too long." Feather commented. Fluttershy and Feather remained in the changing room while waiting for an opportunity to leave the boutique. Fluttershy kept looking out to see Rarity fixing up some dresses. The door opened and a customer entered to order a dress from Rarity. A couple of hours passed and Rarity was still working on her dresses. Feather and Fluttershy sat on the ground while waiting patiently for Rarity to leave the room. "Is Rarity gone yet?" Feather asked.

"I'll go check." Fluttershy said as she peaked outside for another time. She saw Rarity talking to a mare probably for an outfit commission. "She is talking to a customer." Fluttershy said. She backed up only to accidentally trip. Feather saw this and caught her with his hooves. This also made Feather fall along with Fluttershy. Luckily, the fall didn't make much of a sound that Rarity or her customer would hear it. Feather slowly opened his eyes to see that Fluttershy was on top of his lower body.

"Are you alright, Fluttershy?" Feather asked with concern. Fluttershy slowly opened her eyes while moving her head up.

"Yes, I'm fine. Thank you for catching me." Fluttershy said. She went silent when she noticed something right in front of her face. It was looked fleshly and it was as long as a baby snake. It took a few seconds before Fluttershy realized that it was Feather's dick. She couldn't help but blush as she was staring at a stallion's penis. For some reason, she felt a bit mesmerized from how big it looked. There were times she accidentally spotted stallions' dicks since not everypony wears clothing. It felt different now that she was extremely close to one.

"Is there something wrong, Fluttershy?" Feather asked before he looked down and realized what had happened. He too blushed in embarrassment. "Oh gosh! I am so sorry, Fluttershy!" Feather quickly said. Before Feather attempted to get up, he felt his dick getting gobbled up by something. He looked down and much to his shock, it was Fluttershy who put her mouth in his dick. Just the feeling of his dick inside of Fluttershy's moist mouth caused his dick to get hard. Fluttershy noticed this and she never thought a stallion's dick could get hard like this. She used her tongue to lick all around Feather's hard rod as if it was a popsicle. Fluttershy let out some moans from how nice Feather's dick was in her mouth. She moved Feather's dick deeper in her throat so she could feel more of it. As Fluttershy expected, Feather's shaft felt incredibly hard while it was in her throat. She couldn't help but gag a little as she never had anything so large and long in her mouth. Fluttershy pumped her head so Feather's dick could move up and down in her mouth. Feather moaned as he felt Fluttershy sucking off his dick. Fluttershy used her tongue to make Feather's dick all wet which made it easier for it to rub in Fluttershy's mouth. As Fluttershy was getting used to having a dick in her throat, she decided to increase her pace. Feather felt the added speed and moaned a little louder. He tried his best to keep quiet as he almost forgot that he and Fluttershy were still hiding from Rarity. Fluttershy kept speeding up her pumping and Feather did his best not to ejaculate just yet. It was difficult for Feather to keep his nerves thanks to Fluttershy's skilled mouth and tongue. Feather could no longer hold it anymore and immediately came right into Fluttershy's mouth. Fluttershy reacted to this by swallowing everything Feather's dick shot out. Some of Feather's cum leaked out of Fluttershy's mouth. Fluttershy removed her mouth from Feather's dick and some of the load splattered on Fluttershy's face. Feather's dick shot out a few more loads before it finally stopped. Feather noticed that Fluttershy had a satisfied look on her face along with some of his seeds that Fluttershy didn't swallow.

"Hmm, so good." Fluttershy whispered as she licked her lips.

"I-I am so sorry, Fluttershy." Feather said with guilt.

Fluttershy moved closer to Feather's face. "Don't be, I love it." Fluttershy as she kissed Feather on his muzzle. Fluttershy snuggled on top of Feather as if he was a bed. "I can't believe you had such a great dick, Feather." Fluttershy commented.

"Yeah, well I don't usually brag about my 'certain' body parts." Feather said while rubbing his neck. Fluttershy started to rub her head against Feather's chest, causing Feather's heart to race as he never had a mare this close before. Fluttershy got back up and sat down on Feather's lap. "Um, Fluttershy, what are you doing?" Feather asked.

"Now I want your penis in me. But first, I'll give it a little teasing." Fluttershy said as she moved her hips which caused her flank to rub against Feather's dick. Feather couldn't help but blush as he is actually feeling Fluttershy's soft flank against his shaft. Thanks to all of Fluttershy's rubbing, Feather's dick got hard again. "Oh my, it looks like your large buddy is also eager." Fluttershy said as she moved her rear a little faster. Each rub from Fluttershy's flank felt warm on Feather's dick. Fluttershy let out some small squeaks as she was enjoying rubbing on the meaty shaft. She also couldn't help but spread her wings as she was really aroused. Feather was speechless for Fluttershy doing something so bold. He recalled this was the same mare who was so shy that she wanted to keep her relationship with Feather a secret. Now here she was, giving Feather's dick a tease rub with her butt. Fluttershy increased her rubbing speed which made Feather feel more heat on his dick. Feather thought he would cum again if it weren't for Fluttershy slowing down her rubs much to Feather's displeasure. "Alright, I think now is a good time to stick your dick in me." Fluttershy whispered before she held up Feather's dick. She then repositioned herself so Feather's dick was below her pussy. Fluttershy lowered herself, allowing Feather's dick to enter her. Fluttershy let out some small groans from feeling the hard shaft penetrating her groin. Thanks to all of the teasing Fluttershy made on Feather's dick, she could also feel the warmth. Fluttershy took her time while lowering herself to let all of Feather's dick inside of her. She stopped when Feather's entire shaft was gobbled up. At first, Fluttershy thought it was a bit uncomfortable considering that she had never stuck anything hard inside of herself. Once Fluttershy was able to get used to having Feather's dick inside her pussy, she went on to pump herself. This caused Feather's dick to move while inside of Fluttershy. Fluttershy went on a slug's pace so she could savor Feather's dick rubbing in her pussy. Feather was also enjoying it as he never thought a mare's pussy would feel so good. When Fluttershy got used to her pumping, she decided to go faster. From each bounce, Fluttershy moved Feather's dick up and down. There even some occasions where Fluttershy squatted lower so Feather's dick would go even deeper. Fluttershy let out small squeaks in response to Feather's dick reaching way up inside of her.

"Hehe, even your squeaks of joy turn me on." Feather joked while letting his dick get pounded by his marefriend. Fluttershy when down to kiss Feather on his lips. Feather was quite surprised as this was the first time he and Fluttershy kissed. The furtherest couple activity Feather and Fluttershy had done was just hold hooves. Even that made Fluttershy blush so much. Feather guessed that what happens when Fluttershy gets lustful. All of Fluttershy's fears and doubts would get tossed away. Feather felt his tongue get wrapped around Fluttershy while she smooched him. Fluttershy let out some satisfied moans to show that she was really enjoying the kiss. Fluttershy removed her lips from Feather's so she could catch her breath. She also stopped her pumps on Feather's dick and started to spun her hips so Feather's dick could also spun as well. This caused Feather to feel a new kind of arousal as his dick was getting fucked in another way. Fluttershy would sometimes switch her movements from clockwise to counterclockwise. This didn't stop Feather's dick from remaining hard. As much as Feather was enjoying every minute of the pounding, he could feel his dick getting ready to ejaculate. He tried to think of a way to repress his dick from cumming. Unfortunately, Feather's mind drew blank considering that this was his first time. Feather reached his limit and his dick started to shoot out. Fluttershy let out some moans as she too has cummed. Fluttershy's pussy leaked out a mixture of her and Feather's cum. Fluttershy removed herself from Feather's dick before she collapsed on top of Feather's chest. Both ponies were panting from their recent climax. Feather had a goofy grin on his face as he just lost his virginity to the mare he loves. "Wow, that was amazing." Feather said. "I should have known that you had such sexual prowess."

Fluttershy couldn't help but blush. "Thank you. Your not-so-little buddy was impressive as well." Several minutes had passed as Feather and Fluttershy were resting from sex. Luckily for them, no one has yet to go into the changing rooms. When Fluttershy felt all rested, she got up to peek outside. She saw Rarity working on her sewing machine. "It looks like Rarity is still working." Fluttershy lifted up her flank up to shake it at Feather. "Now, how about you mount me up?" Feather almost felt hypnotized from staring at Fluttershy's swaying butt. He thought of all sorts of things he could to do to that flank. But Feather managed to calm down as he really didn't want to rush things. Feather decided to give Fluttershy some teasing in return. He grabbed both of Fluttershy's flank and planted his face right into it. Fluttershy yelped in surprised. She was glad that she wasn't loud enough to be heard by Rarity from the outside. Feather rubbed his face's cheeks against Fluttershy's soft asscheeks. He could have mistaken Fluttershy's butt with two puffs of fluffy clouds. "F-Feather, what are you doing?" Fluttershy asked.

"I really wanted to feel up your flank with my face, Fluttershy." Feather said while he kept rubbing his cheeks. "You have no idea how great this feels." Feather used his tongue to lick up Fluttershy's clit lips, making her moan from the feeling. Feather continued to lick Fluttershy's pussy while feeling Fluttershy shake from lustful joy. He also used his hooves to fondle Fluttershy's flank to give her a nice massage. Feather extended his tongue and slowly inserted it right into Fluttershy's pussy. Fluttershy gasped as she felt Feather's tongue go deeper into her marehood. Despite Feather's tongue being smaller than his dick, it was able to go into a decent length. Feather moved his tongue in a circular motion so he could feel every part of Fluttershy's pussy. Fluttershy sweated and panted as she never felt such pleasures before, with the exception of having Feather's dick inside of her. Her wings popped up again in response. She panted much harder as she felt Feather's tongue pumping in and out. Feather made sure all parts of his tongue was going right inside Fluttershy. He even groped Fluttershy's asscheeks tighter and even giving it a smack just to hear Fluttershy yelp. Fluttershy could feel herself getting ready to cum for another time.

"Feather, I'm so close." Fluttershy whispered. Feather's tongue kept penetrating Fluttershy's pussy at a rapid pace. Fluttershy couldn't hold it anymore and climaxed. Feather removed his tongue while he watched Fluttershy's pussy erupted with her hot, white juices leaking out. Fluttershy went limp from her recent cumming. She was still conscious, but she was really exhausted. Feather moved down so he could spoon Fluttershy while she rested.

"Did you enjoy that, Fluttershy?" Feather asked.

"Yes," Fluttershy replied. Feather smiled and nibbled on Fluttershy's ear, causing her to moan.

"I'm so glad. If you think that was good, wait till I really mount you. For now, we can just rest." Feather said. Fluttershy was able to turn around and hug Feather. An hour passed and Fluttershy regained her strength. Feather and Fluttershy saw Rarity working on more dresses for her customers. "Wow, Rarity sure has her work cut out for her." Feather commented.

"I don't blame her," Fluttershy said. "Rarity told me there is an upcoming fancy party at the Rich family's mansion and all of those guests commissioned Rarity to make them outfits for the occasion. Spoiled Rich even paid Rarity extra bits to make Spoiled Rich's dress in a perfect way."

"It looks like we'll be here for a little longer." Feather said. "So, shall we continue where we left off?" Feather asked. Fluttershy smirked and repositioned herself so her flank was up again. Just the sight of Fluttershy's butt made Feather's hard again. Feather slowly grabbed Fluttershy's butt cheeks and slowly inserted his dick right into Fluttershy's pussy. Fluttershy winced a bit as she was still getting used to having a stallion's dick inside of her. Once Feather's dick was all the way inside, Feather moved his hips so his dick could shift around.

"I really miss having your dick in me, Feather." Fluttershy panted with her tongue stuck out. From each thrust, Feather could feel Fluttershy's plot bounce on his lap. Feather was having the time of his life as he was dominating his marefriend with his dick. Feather thought he could do better, so he increased his thrusting so his dick could move faster. This caused Fluttershy to pant and moan much louder as she felt Feather's dick move some more. She was lost for words from how skilled Feather was with his dick. "You're so good, Feather! Keep going!" Fluttershy pleaded. Feather followed as he made sure he didn't decrease his pumping speed. Just for fun, Feather lifted one of Fluttershy's hind hooves so he could go even deeper into Fluttershy's pussy. Fluttershy couldn't help but cry out from how amazing that felt. Feather was surprised that Rarity hasn't heard any of the noises he and Fluttershy are making. It was probably due to the loud sounds of the sewing machine Rarity was using for her dresses. Feather was glad about that and went back to penetrating Fluttershy. After a couple more thrusts, Feather could feel his dick getting ready to blow again. Feather repositioned Fluttershy back to her regular, mounted position and he thrusted as much as he could. Fluttershy felt her pussy getting ready to cum once again. All she could do was moan loudly while Feather pounded her hard. "Feather! I'm going to cum now!" Fluttershy whispered.

"Same here!" Feather said as he thrusted his hips several more times. Both Feather and Fluttershy came once again. Feather bit his lower lip as he shot out so much cum into Fluttershy. Fluttershy's stomach bloated a little due to the large load Feather shot out from his dick. Feather's dick shot a few more loads before it finally stopped. Fluttershy's pussy leaked out most of the mixed cum and it splattered on the floor. Feather pulled his dick out before he and Fluttershy collapsed on the ground. Both ponies remained silent while panting from sex exhaustion. Feather and Fluttershy noticed the lights from the boutique turned off. They peeked to see Rarity turning the closed sign and making her way upstairs.

"Rarity just closed her boutique! This is our chance!" Feather said as he got up. He stopped when Fluttershy grabbed his hoof. "Fluttershy?"

"W-We should clean up first. I don't want Rarity to deal with what we left here." Fluttershy blushed as she nudged her head to the floor that had some of her and Feather's cum. Feather also blushed as he imagined Rarity finding the mess they made.

"Alright, but what do we clean it with?" Feather asked.

"I remember Rarity kept her mops in a nearby closet. It should be around here." Fluttershy said. Feather slowly exited the changing room and walked very slowly so he wouldn't make too much noise. He got happy when he did find the closet with the mop.

Once Feather and Fluttershy cleaned up the changing room, they made their way out of the boutique. It was nighttime when they got out and not a single pony was outside. This was good as the last thing Feather and Fluttershy wanted was to be seen coming out of Rarity's boutique despite it being closed. That could raise so many questions. Feather lead Fluttershy back to her home as he didn't want to let Fluttershy go alone while at night.

"Well, that was really crazy." Feather commented. Fluttershy blushed while her mind replayed what happened today.

"Yeah, really crazy." Fluttershy said while lowering her head. "I'm really sorry for acting so naughty. When I first saw your...stallionhood, I just lost control of myself."

"It's fine." Feather assured. "I'll even keep this our little secret. As long as both of us agree to have sex again. Perhaps somewhere that isn't so risky, like your house. If you don't want to, I'll be okay with that." Feather said. He looked at Fluttershy who still had a frown on her face. "Fluttershy, is something wrong?"

"There is nothing wrong." Fluttershy said. "You were so great with me that I really wanted to do it again, but you really did a number on me." Fluttershy said as she rubbed her stomach. "I think I might get pregnant from this." Fluttershy couldn't help but tear up as she wasn't sure on what to do if she really was pregnant. She stopped when Feather held both of her hooves with his.

"If that were to happen, then I will do my best to take care of you and our foal." Feather said with confidence. Fluttershy smiled while she wiped her tears off with her hooves.

"Thank you, Feather." Fluttershy said. "I'm so glad to have a coltfriend like you."

"Hey, it is why you chose me." Feather replied. Feather used his hoof to wrap around Fluttershy as they walked down the empty streets of Ponyville.