Fluttershy hoped she did not regret this.

She had been approached by none other than Princess Celestia herself with a request. After her supreme success at reforming the spirit of disharmony, Discord, himself, Princess Celestia had reasoned that perhaps one of their history's oldest tyrants would have luck in her hands, as well.

She had made certain arrangements, however, to prevent much danger for Fluttershy. There'd been a massive advancement in magic-nullifying technology recently, and Sombra had been affixed with none other than the latest in irremovable nullifiers. This rendered his magic basically useless, and Sombra had never been known for his physical fighting tactics or talent in hiding his true intentions. Despite being a cruel tyrant, Celestia had said, he was a bit of a coward, and one could easily spot his attempts at manipulation if they only knew what to look for. Further still, he was to stay in the castle when not being directly tended to by Fluttershy, and Celestia stated they were free to use the Elements of Harmony as needed.

It had still taken Fluttershy a couple of hours of thinking to form a response. Of course, it was a yes.

But now, faced with the prospect of welcoming one of Equestria's old evils into her own home - well, she was not eager. If she did it once, however, she reasoned, surely she could do it again... and if not, Sombra could be banished once more.

Sombra did not fancy the idea of playdates with some pansy of a mare who was trying to teach him how to be nice. He changed his mind after meeting her.

Fluttershy had seemed to be making some progress with Sombra. He had spent the first visit with her 'subtly' attempting to figure out if using magic was a viable option, and, perhaps, checking Fluttershy out - the latter of which went unnoticed. The former was met with a stern warning and guarantee of banishment should any funny business occur. He had, surprisingly, given up on the matter, but not without dramatic huffs and a rant about how he saw no point in what they were trying to do. Fluttershy assumed he had accepted it - he had not made a mention of it in any visit since.

Indeed, he spent many of their initial visits bemoaning about friendship and how soft ponies had become and how no one had any respect for him, anymore. It was all quite theatrical and, really, almost funny. But Fluttershy had sat there and listened and gently countered him - or not so gently, when the need arised. For one of the most horrible rulers in history, he was a great conversation partner, and perhaps even a tad charming, if one could simply put aside his history (which Fluttershy tried desperately not to).

Sombra had begun by resisting when Fluttershy requested to spend time with him. When Celestia let her know that he had begun asking when she was coming by next and getting antsy the more days had passed, she knew she was making progress. After only a couple months, Fluttershy made a huge leap of faith; she invited Sombra for an overnight stay in her cottage.

She was laser focused on turning him into yet another success story.

After some fussing about Discord being allowed to drop in or not - "Why should he get to flaunt his magic around me and purposefully antagonize me? Is that the behavior that a friend would enable?" - and the logistics of the visit, Celestia had approved it and set the date for another week in advance, a date Sombra himself had suggested, and when both she and Luna would be available as a safety net should any problems arise.

And here Fluttershy was, now; on the very day Sombra was set to come by, her heat started. She had Twilight help her magically suppress it, as always, but it lingered in the back of her mind, more of a faint whisper than a real need.

She did not reschedule the sleepover.

"Your cottage is... quaint, as always." Sombra tended to begin his visits with Fluttershy with a compliment that could almost be interpreted as backhanded. "Am I misled, or are there less animals in here than usual?"

Fluttershy ignored his initial remark as she responded, "No, you're right about that! When I have overnight guests, I tend to keep less of them inside. Um, some of them get stressed out by guests, and some guests get stressed out by them-"

Sombra help up a hand to silence her. "Understood. It's certainly much quieter than I am used to."

"Is that a good thing?"

"....perhaps."

Sombra had set his singular bag right down in the guest room Fluttershy offered him. What he could possibly be carrying, she had no idea, but she respected his privacy. She expected him to do the same; she knew she put off a scent when she was in heat, and the magical suppression helped a lot, but... she hoped he didn't comment on any smell. If he didn't already know what it was, her reaction would certainly tip him off.

After he settled in, they sat on her couch and had some tea. Tea was always a good icebreaker, Fluttershy had found.

"You know... Princess Celestia is pleased with your progress, I think. At least, I am."

"Is that so?" Sombra picked up the dainty teacup, hilariously small in his large hands, and took a sip. Fluttershy smiled at the image.

She nodded. "She let us do this, didn't she? I know you're going to deny it, but the fact you've started looking forward to these visits means a lot! Maybe we can start to hang out with more of my friends at once, soon."

Sombra scoffed. He often scoffed when confronted with information he could not plausibly deny, but wanted to.

Speaking of things one could not possibly deny, but wanted to - Fluttershy could not stop her eyes from wandering over his form, the way his biceps moved as he moved to set his tea down. He had insisted on keeping his ridiculous former royal attire and despite how... costume-y it was, it showed off his physique well. Fluttershy had always had a thing for muscular stallions... stallions like him that could pick her up, press her up against a wall, and-

"Hello?" Sombra quirked an eyebrow at her and at once she realized she had been daydreaming and completely missed what he said.

Daydreaming! Seriously! 'It must be my heat... I am not attracted to him. No matter what my reproductive instincts say! Although, has he really been that terrible to me? No, even if he hasn't, he was terrible before... oh, but 1000 years is such a long time.... Stop it! You cannot have sex with him! No matter how much you want to - oh Celestia, I want to.'

"Um, sorry? I zoned out." She was relieved when Sombra did not press further, only furrowed his brows in response.

"Zoning out? I appreciate being listened to." He shook his head. "I was only saying that I was happy with Celestia's approval of access to sections of the castle's library. Even if I can only currently read books about nature and history." He scrunched up his nose and, again, it was a motion Fluttershy found unbearably cute.

"I like nature! Um, obviously. And history is an important thing to learn about. It helps us not to repeat past mistakes... but I don't have to tell you that, do I?" She cringed - she hated to remind him of his past at this point. She didn't feel it was a topic she needed to approach yet.

"Indeed."

A moment of silence passed over them. Sombra seemed to be deep in thought.

'Oh, come on. Why are you hesitating now?' Sombra berated himself internally. Months of effort had been put into this: he had finally understood that sometimes, to get what you want, you have to pretend. Pretend you look forward to her visits because you enjoy her company, not ogling her body. Pretend you don't have any interest in using your magic because ponies do not want you to, not because, secretly, you've been able to use a little of it this entire time. Pretend that your past is hard for you to think about and that you're really trying to turn over a new leaf, but not so much that they can tell it's an act. You must be snarky, proud, and callous occasionally. Pretend you do not know very well that she is in heat. Pretend you do not want to rut her.

And here was the perfect opportunity to stop pretending and take her for himself. Surely some action for the first time in a thousand years was worth banishment. And Sombra was hesitating. Why?

He had his answer at once. He had begun to really like her. Not ponies, not friendship, but her. He did not want to fuck her, be banished, and never see her again; he wanted her to be his. Forever.

So he needed a new approach. He could not just use her heat as an excuse to lose control. He had to make her believe she wanted it, first; and he could not completely drop his act like he had once hoped to.

It seemed as if he was going to have to use some of his manipulation magic for the first time in a very, very long time.

They hardly spoke while they finished the rest of their tea; Fluttershy had found that Sombra was not fond of small-talk, did not care to fill silence with unnecessary noise, and she could respect that. It gave her a good chance to think about what they were going to do tonight. Should she let him go his own way and do whatever he would like in the cottage, or insist on activities together? The Princess had given her no guidance on this. What would he want to do? Read? Look at her animals? Fluttershy?

'No. I am not going down that train of thought. What is wrong with me? Did Twilight use a weaker spell than usual? Or am I just in worse heat than usual? It's almost like the suppression is already wearing off, but it was supposed to last 24 hours...'

She had begun to wonder if the sleepover was such a great idea after all. She would have to let Sombra do his own thing for a while, at least; until she managed to get herself under control.

"I'm going to get started on dinner, Sombra. You can do whatever you'd like... um, within the cottage, that is. Make yourself at home."

Sombra rose from his seat and stretched, nodding at her words. "Hmm. You know what? I'd love a shower. The ones at my cell in the castle are horribly old and plain. Whatever you've got here must be nicer."

"Oh! Yes, of course..." 'Do. NOT. Think about him in the shower.' "There's a bathroom right beside the guest room, actually. The door to the left of it."

"Wonderful. I shall return in a while."

Fluttershy watched him walk away, chewing on her bottom lip. Dinner. She needed to make dinner. That would get her mind off of him.

Except it didn't.

It started with her telling herself she should tell Sombra she had to run an errand and would be back soon, and go give Twilight a visit and ask her to cast a stronger version of the heat-suppression spell. But she shot down that idea very quickly once she thought about how rude it would seem unless she came clean to him about why, which she did not want to do. She wanted this to be a pleasant experience, to show Sombra that life was easier when you embraced friendship - not that your friend would walk out on you for a while whenever it was convenient.

So then she thought she could just ignore it. She only managed a minute of Sombra-free thinking when she heard the shower turn on and her mind drifted to what he looked like, naked, water cascading down his toned muscles, cock standing proud as she kneeled in front of him and... well, she almost dropped the bowl she was holding. She had made virtually no progress on dinner.

She was too horny to think very much about how concerning the strength of her heat was. It was certainly abnormal. Even without the help of magic, she was normally better at controlling herself, but she'd found herself unthinkingly squeezing her chest or caressing her pussy through her skirt without meaning to. She could feel her clit throb with every step she took, her thighs rubbing together in an attempt for some friction. This was bad.

But what little concern she had disintegrated when Sombra walked back in after his shower, shirtless with a towel over his shoulders. She stared at him as he approached her, eyes darting down to his brawny chest, up to his eyes, down to his abs, back up to his eyes, and only then did she realize his lips were moving.

"I suppose I should... thank you, again, for letting me stay. That shower was much nicer than any I've taken in recent months."

"No problem." She swallowed and turned away, focusing on the knife and onion held in her hands. She set them both down. Her hands were shaking too much for it to be safe. There was something about his presence, now - it felt completely overwhelming.

"Fluttershy, this entire time I have felt..." He was only a couple feet from her, now. She could smell whatever products he had used and it was driving her crazy. "It's hard to say. I almost feel out of control of myself..."

"I..." She turned to face him. He was looking at her with probably the sexiest expression she had literally ever seen, lips parted like he was about to ask a question, looking thoroughly relaxed and peaceful and yet so fuckable, and she had to have him right now. If she thought it was hard to control herself earlier, it was beyond impossible now. Her eyes darted down to his lips. He placed a hand on her waist.

She didn't know who leaned in first, but before she knew it his other hand had gone to her waist and he had grabbed her and lifted her roughly up onto the counter, lips connecting in a motion that set her brain and nerves into overdrive. She wrapped her legs around his hips and pulled him closer in, already feeling him harden through the fabric of their clothes. They parted, leaving Fluttershy feeling lightheaded. "Sombra-"

"I need to fuck you." Was all he said, hands going down to the hem of her shirt and pulling up, freeing her hefty tits, squeezing them as he leaned back in.

She gave an affirmative noise and rocked her hips forward to try and create more friction between his bulge and herself, a moan slipping out as she made contact. He pulled away again and started kissing his way down her chest, sucking a nipple into his mouth as his fingers moved under her skirt to fondle her through her already-soaked panties.

"Sombra, please..." She squirmed at the contact, wishing he would go ahead and stuff his cock in her already.

"Please what?" He asked, his fingers only every lightly brushing her clit, even as he continued to kiss his way further down.

"Just..." She moaned again as the pressure of his fingers increased, and she gasped when he yanked her panties to the side, exposing her warm, wet slit to the cold open air.

"I'm going to have some fun first." He chuckled and moved his hands to push her legs open, kissed and biting at her inner thighs, and she leaned back onto the counter as his hot breath drew near to her pussy.

"Mmmh..." She couldn't even speak at this point, her hands going up to play with her breasts, squeezing and pinching her nipples as he continued to tease her. He hesitated for a moment and she raised her head to look right as he pressed his mouth to her pussy, tongue lapping up her juices from deep inside, his hands continuing to hold her thighs open to allow access to every single bit of her.

She practically yelped in pleasure, trying her best to rock her hips up to meet his mouth and press even harder, but he kept her still. Her hands moved to her sides, desperate for anything to grip, eventually settling on the edge of the counter as he explored her entrance with his tongue.

"More," Was all she could bring herself to say, and thank Celestia he listened to her, moving up the tiniest bit as his tongue and lips now targeted her clit, and if she didn't know better she'd say her vision filled with stars as she came, hard. She yelled in ecstasy and moved her hands to push his head away because it was too much pleasure, too much feeling, but he wouldn't let her. If anything, he attacked her clit more, and she panted and moaned and squirmed beneath him as she waited for her orgasm to pass and stop making her feel so overwhelmed and drunk with pleasure.

He stopped, eventually, and didn't even give her a second to relax before he pulled her back up to be face to face with him, and she could see in his eyes that he wasn't looking at her like one would look at another pony, no matter how bad they wanted to fuck them - he was looking at her like prey, and it made her even more wet in anticipation of what he was going to do next.

"Now," He said, pulling her off of the counter and shoving her down to her knees, pulling his cock out of his pants and pressing the shaft up against her face so swiftly it made a thwap as it hit her cheek, smearing precum where the tip touched. "You're going to choke on my cock."

His was easily the biggest she had ever seen and despite how badly she wanted it in her, not just in her mouth, she couldn't help but drool as she pulled back and placed a hand on it, feeling its rigidity as it throbbed at her touch. She leaned in and put her mouth to the tip, slurping up the salty precum that was flowing out of it. His hand went to the back of her head and tangled itself in her hair, pushing her head down.

She didn't need much encouraging as she let his cock slide into her mouth and then further into her throat, and he stopped pushing for a moment. She bobbed her head up and down, making the most obscene slurping sounds Sombra had ever heard as she pleasured him. He clearly wasn't satisfied because he pushed her head down more, groaning as she took over half of his length in her mouth.

"You're good at this," He murmured, leaning back onto the counter behind him as she slurped at his shaft. She hummed at the praise, sending a slight vibration throughout his dick, and he let out a grunt.

She was good at taking big dicks with her mouth and she knew it, so she moved even further down, nudged along by his hand, feeling the tip of his cock enter her throat as she massaged it with her tongue. She moved her hands up to fondle his balls, gently pressing and squeezing them as her mouth neared the base of his shaft, tongue darting out to lick the underside.

Her nose finally made contact with him and she pulled back and immediately shoved it all back in, taking Sombra off-guard, clearly, because he gasped and cursed under his breath.

"Only a slut would be that good at this," He said, unable to stop himself from groaning as she deepthroated him. "Fuck. Stop."

He said it with a sudden urgentness and Fluttershy figured he was about to cum - so instead of stopping and slowing down, she redoubled her efforts, bobbing her head up and down even faster, using her hands to massage whatever part of his length was not in her mouth at that moment, determined to swallow his first load.

"I said stop," He said, and the strength with which he was able to control himself and pull her head off of his shaft was surprising to even him. "My first load is going in your pussy, not your throat. Bend over on the counter."

Her eyes widened and she obeyed, turning, but must have not been moving fast enough for him because he shoved her lower half down to bend her over the counter, then flipped her skirt up and yanked her panties down in one swift motion.

One hand dug into her ass cheek while the other hand gave her a rough spank, and she gasped, already feeling his length press up against her entrance. "For future reference, you should listen to me."

"Y-yes, Sombra." She whimpered - but her juices dripping down her pussy showed Sombra just how much she was liking this. He was taking his time rubbing his shaft up and down her lips, getting it nice and lubricated. "Please, go ahead and fuck me."

He wasted no time in obliging her request, slamming the entirety of his cock into her with one thrust, and Fluttershy may have climaxed right then and there had her last one not been so recent. "Fuck!" She yelled, her walls clenching his shaft and he pulled himself back out and slammed into her again.

He gripped her hips to keep her steady as he thrusted himself in and out of her, his cock going deeper than she'd ever took anything before and leaving her unable to make any noises except for moans and whines of pleasure as he fucked her.

He gave her another spank to punctuate one of his thrusts, the noise of their skin connecting every time he pushed himself in echoing throughout the cottage. She felt herself getting close as he used her to get off, and her moans increased in volume as she felt herself get close to the edge - but suddenly, he pulled out of her.

She didn't have time to ask why before he flipped her over onto her back on the counter, her legs going up with her ankles on his shoulders as he thrusted back into her.

"Ah," He panted from the exertion as his eyes roamed her body, "I knew your tits would look great getting fucked like this."

She could feel them shake and jiggle with every thrust and she knew she must look like a slut, lewd sounds and even some drool escaping her mouth as he filled her, but she didn't care. "Harder!" She begged. "Use me!"

She didn't think it would actually be possible for him to go faster but he did, hips slamming into hers with a ferocity she had never felt before and she finally felt herself be pushed over the edge, crying out as she finished, her orgasm leaving her a drenched, panting, babbling mess. He didn't stop even as she asked him to be gentler, instead opting to keep pounding into her just as roughly as before. She didn't know if her eyes were closed or if she just couldn't see from the overwhelming pleasure, walls clenching down as she spasmed, his cock relentlessly railing her as she approached her third orgasm.

"I'm close," He panted, his hands going down to grab her hips as he thrusted in and out. "Are you ready for me to fill you with my cum?"

"Yes!" She managed to get out, not caring about what that might mean for her since she was in heat. "Cum in me!"

She came a third time as she felt a rush of hot gooey liquid flood her, his thrusts gradually slowing as he let out a few deep grunts. He eventually came to a halt and pulled his cock out of her, cum seeping out of her pussy and dripping onto the floor below. "Nice view," He murmured, quiet now, but Fluttershy was still too overwhelmed to respond.

The aftershocks of her orgasm continued to make waves through her body, and she moaned weakly as her wits returned to her. She cracked an eye open, blinking at the light that she had forgotten existed, and saw Sombra, still standing over her, cock returned to full mast. She already felt spent.

Sombra seemed to have other thoughts. After all, after centuries with no action, one round was nothing. He leered over her and spoke, "Hope you're ready for round two. I won't be finished for a while."

Despite her aching muscles, a part of her was ready for more, too. She made a mental note to invite him over more often as he pulled her off of the counter and into his arms, carrying her towards her bedroom.

'As far as Celestia and Luna are concerned,' She thought to herself, mind still reeling from the rough fucking she'd been getting minutes earlier, 'This sleepover was a success.'

Author's Note

thanks for reading