To Soothe the Neurotic Beast

Before anything else however, there was one more thing to take care of. Face still burning red, Fluttershy backed away, and both ponies planted all four hooves on the floor once more.

"Come on, Twilight. Let's get you cleaned up first, okay? " Fluttershy peered at the alicorn's tear-stained face, still streaked with snot in places.

A little hiccupping giggle was the only reply for a moment. "Oh," Twilight said thickly, "that's probably a good idea."

With a gentle series of touches, Fluttershy wrapped one wing around Twilight's back, and guided the alicorn through the little passage behind the bed, and to the library's bathroom. Twilight wordlessly pointed at a cabinet to the side of the sink, and Fluttershy retrieved a soft cloth from within. It was the work of just a few moments to restore the alicorn to her usual appearance, albeit with red-rimmed eyes.

"There we go," breathed Fluttershy. "I'll let you finish up, okay? I'll be waiting for you when you're ready." She bit her lip, and wrestled with herself for a moment before blurting out, "Don't take too long!"

She fled before she could see Twilight's reaction, and reflected that, if nothing else, today was very definite proof that her ability to blush was still perfectly functional.

After arriving at the bed, she tried to arrange herself upon it like she had been before, but couldn't seem to get her tail to cooperate. It just refused to lay flat, and instead kept twitching upward. She bit her lip as she thought about why this might be, then finally, gave up and turned to face the door.

Soon enough, Twilight came through looking much improved. For the second time, Fluttershy was treated to the sight of Twilight's breath being stolen away. She did her best to silence her inner Rarity, who was busy crowing at the success that her outfit had wrought.

Several moments passed while Twilight remained motionless, hooves seemingly nailed to the floor, and Fluttershy grew concerned. "Twilight?"

"I... just..."

The alicorn looked away, and Fluttershy's stomach fell. The pegasus climbed off the bed, and carefully made her way toward Twilight. "Twilight, we don't have to do this if you don't want to. But I promise you, I do still want this." She unconsciously licked her lips before murmuring, "Don’t you worry about that..."

Twilight inhaled sharply and looked back at Fluttershy. "I do! I just..."

"Nervous?"

Twilight nodded.

Fluttershy giggled and nodded. "Me too. Here," she said, and moved forward until she was nose-to-nose with Twilight.

Twilight smiled and rested her forehead against Fluttershy's and inhaled. "You would think that after facing down at least two world-ending threats, that something like wouldn't phase me."

"Oh, believe me," Fluttershy said, a trace of smirk in her voice, "if there's anypony that understands how unpredictable courage can be, it's me."

Twilight finally laughed, and Fluttershy felt the alicorn's entire body relax, fractionally. "Okay," Twilight said, "what's next?"

Carefully, Fluttershy mantled her wings until they covered both herself and Twilight. It felt like they were in their own private world of shared heat and breath. Fluttershy spent a moment just taking in Twilight's scent, the sound of her breathing, the violet brilliance of her eyes. She waited until their breathing had synchronized and returned to something resembling normalcy. Then, In the dimness, she whispered, "Follow me."

She backed up carefully, with Twilight in tow. When her rear legs hit the edge of the bed, she kept going until she was perched on the edge, half-sitting, half-standing. Then with a little push from her rear legs, she hopped onto the bed and allowed herself to fall backward. Her back hit the bed, and her wings fell open, framing the rest of her.

She held both forehooves out toward Twilight in supplication. "Come here."

Twilight spent a moment drinking in the sight, before climbing atop the bed, her own wings slowly spreading. Once she stood above Fluttershy's rear hooves, she paused, and looked to Fluttershy, uncertain.

Fluttershy just smiled and nodded, her heart beginning to pound. They were finally about to begin, and she was finally beginning to feel anticipation, rather than merely anxiety. She took in a breath and bit her lip. "All the way."

Twilight steadied herself, then carefully stepped her way up the bed until she was perched above Fluttershy, hooves framing her body. Her mane was just long enough to brush the edge of Fluttershy's face. Twilight found that she was trembling. With anticipation, with nervousness, with adrenaline withdrawal after her earlier crying session, she wasn't sure. But every sensation was magnified; the way the mattress bowed beneath her weight. The softness of the covers on the frogs of her hooves. The surprising warmth of Fluttershy's barrel, expanding and contracting against her fetlocks as her legs framed the pegasus.

For her part, Fluttershy looked up, and let out a soft sigh. "You're beautiful..." she murmured, seemingly without even realizing it. She reached up a forehoof to stroke Twilight's cheek. "Twilight, um. Can I..." She shut her eyes and visibly steeled herself. "Is it... is it okay if I kiss you? I don't... I don't really if that's okay in this kind of situation..."

Twilight's eyes went very round. "I! Um! I-I don't know! It's not like I've been kissed before!"

Fluttershy stopped, blinked for a moment, and cocked her head. "Never? Not even when you were at Celestia's school? I just assumed, with all the other students, and living away from home..."

Twilight shook her head. "Never. I was always too busy studying. Even if anypony was interested, I... doubt I would have noticed."

"Oh, that's so sad..." Fluttershy said. Her ears dropped, and her face fell. "I'm so sorry, Twilight. I understand if you don't want me to be your first kiss. It should be special..." She turned away.

She heard a gasp from above, and was surprised to suddenly find Twilight's lips on hers. She gave a gasp of her own, and reflexively turned her head to meet Twilight's. She found Twilight's eyes closed, so she closed hers to match and pressed back.

Like most first kisses, it was nothing to write home about. Twilight had come in too fast, and bumped her teeth against Fluttershy's before pulling back. And now that she had initiated the kiss, she seemed uncertain what to do next.

Fluttershy didn't much care about any of that. Twilight was kissing her, and the thought alone was enough to send arcs of lightning buzzing through her body. She inhaled the alicorn's scent deeply, and kissed back, pushing hard against Twilight. She gently ran her tongue across Twilight's lips, seeking permission. Twilight moaned and acquiesced, opening her mouth and meeting Fluttershy's tongue with her own.

The two ponies gave over to their instincts, and spent several long moments just luxuriating in the feeling of each other. Fluttershy pulled herself up, forelegs around Twilight, and pressed herself tightly against the alicorn. She opened her own mouth, allowing Twilight's tongue entrance, and moaned as it tangled with her own. As she pressed still more tightly against Twilight, she felt herself becoming lightheaded. She was reluctant to pull away, to relinquish this firestorm of sensation. Finally, they separated, and they gazed at each other with hooded eyes, flushed lips and heaving breaths.

Fluttershy allowed herself to fall back onto the bed, and tugged the other pony down atop her. Twilight wrapped her wings around Fluttershy's upper body, and the two of them were now in a violet cocoon, filled with the sounds of breathless panting.

"I want to see it," Fluttershy gasped. "Get rid of the invisibility, or whatever you did."

Twilight realized that the most willful part of her new anatomy had made itself known, and was sandwiched between their two bodies. In fact, the way it pressed into Fluttershy was growing increasingly distracting. She squirmed against the soft downy fur of Fluttershy's belly, and failed to hold back a whimper of pleasure. "O-okay," she said.

Twilight bit her lip, lit her horn for a moment, and there was a quiet fizzling sound. Fluttershy pulled back slightly so that she could peer between their bodies. Once her eyes adjusted, and she made sense of what she was seeing, she gasped.

"Oh, my..."

Twilight winced, and squeezed her eyes closed. Thus, she wasn't expecting a feather-light touch upon the incredibly sensitive tip of her penis. She gasped, and flinched, and turned down to look at Fluttershy, shocked.

Fluttershy, however, had barely noticed and was gently tracing a wingtip around the flared head at the tip, seemingly entranced. "I hadn't realized how... gifted... you were..." She traced the wing further down Twilight's length, her own breathing growing heavier as her wing kept traveling. It was a darker grey near the base, nearly black, and mottled with pink. A pearly droplet of fluid hung at the top, and a darker stain of stickiness already coated Twilight's chest above where the head rested when erect.

Fluttershy inhaled sharply as she crossed the medial ring. She continued up until she reached Twilight's sheath, then paused briefly, confused. Something was missing that she expected. "Oh. No sack..." she murmured to herself.

Twilight's brain short-circuited at that, and her eyes glazed over. A wave of heat washed through her, and she felt her cock pulse as a wave of pleasure washed through it, and herself.

Beneath her, Fluttershy squeaked as a spray of sticky, watery fluid accompanied the pulse through Twilight's member. It streaked across her chest and neck.

After a moment, Twilight came back to herself. "Uh. N-no. It's—well, the're—internal, basically. Apparently alicorn sperm can survive at higher temperatures than regular... regular... Fluttershy?"

Fluttershy had been staring down at her chest, as though hypnotized. Entirely without thinking, she swiped a forehoof through the sticky fluid upon it, and brought it to her mouth.

"F-Fluttershy?" Twilight said, shocked even through the haze of lust that had crashed through her.

When Fluttershy looked up at her, it was no longer the gentle gaze of the mare from earlier. Now, a cloud of lust filled her sea-storm eyes, and Twilight swore that her canines appeared pointed, fanglike.

"I want you inside me. Now," she rasped.

Twilight gasped. She squeezed her eyes shut, and bit her lip as another wave of heat flashed through her, and her member pulsed another spurt of pre-come. She shifted herself backward, barely stifling a moan as her sensitive cockhead dragged through the downy fur of Fluttershy's lower belly. She gritted her teeth and continued, finally letting out a ragged breath that smoothly segued into a moan.

At the bottom of the velvety soft expanse of fuzz between Fluttershy's thighs, the sensations beneath Twilight's cock shifted abruptly to something altogether hotter and more yielding. A protrusion of something softer and more pliable that, as Twilight continued slowly dragging her length over it, made Fluttershy hiss and suck in a breath.

Twilight had now retreated until her horn was nearly even with Fluttershy's rear legs. She raised herself off of Fluttershy and looked down, entranced, to see what she had been rubbing against.

Another wave of heat washed through her as she looked down and saw the engorged outer lips of Fluttershy's sex. Swollen to nearly twice their usual size by her arousal, and glistening in the light, they rose and fell with Fluttershy's panting breaths. From her current angle, Fluttershy's entrance resembled an upside-down teardrop, and Twilight found that she could not look away. As she watched, a shudder ran through Fluttershy's body, and her nethers pulsed once, and an engorged button of pink flesh briefly peeked out from the top of the hood, and a trail of slickness spilled out from within.

Unable to hear anything but the pounding of blood in her ears, or think of anything but the slick entrance before her, Twilight braced herself on the bed, and leaned forward. She sank down and forward until her head was pillowed upon Fluttershy's chest, then turned it sideways until one ear was pressed against Fluttershy's sternum. All the while, she pressed her cock forward until—finally!—it kissed the outer edge of Fluttershy's yielding softness.

The sound that came from Fluttershy's throat was nearly feral—a shuddering squeak with an undertone of growl. She rolled her hips against the featherlight pressure that Twilight's cock was exerting upon her, straining to press it inside herself.

Finally, Twilight slid her head forward until her face was buried in Fluttershy's neck, and the rest of her body slid with her. A moan escaped from her throat without any input from the rest of her, as her cock finally popped inside, and was suddenly surrounded by silken tightness.

Fluttershy's breath caught in her throat, her eyes opened wide, and her mouth froze in an 'o' of surprise.

Twilight gave a heartfelt groan, and attempted to roll her hips forward. She stopped with a sharp gasp as she was gripped, and even the tiniest motion brought a storm of pleasurable friction so powerful that she saw stars.

She took a long moment to collect herself, then slowly continued her hips' forward roll. Beneath her, Fluttershy gave a series of squeaking grunts—little uh! uh! uh! noises—that had Twilight whimpering with arousal. Every forward motion was met with a ripple in the slick tunnel wrapped around her cock, and it was all she could do to keep pressing.

Finally, her hips could roll forward no further. She stopped, panting, her face still pressed tightly to Fluttershy's neck, the rest of her body molded to Fluttershy's. She simply lay there, panting, overcome by the sensations surrounding her sensitive member. Fluttershy's heartbeat filled her world, thumping in through one ear as the pegasus' chest rose and fell.

"Oh," came the faintest whisper from Fluttershy. "You're so deep," she breathed. "So full..."

Twilight shivered, and her cock throbbed deep within Fluttershy, the flared head stretching her depths, and dragging another moan out of Twilight. The alicorn slowly wrapped her forehooves around Fluttershy, and gently rolled her hips against the other pony, simply lost in the sensation.

"Feel so good," she mumbled against Fluttershy's throat.

The rumble of Twilight's voice through her body sent a shiver of a different kind of lust through Fluttershy, and she felt her flanks give a sympathetic shiver. She'd never been so intimately connected with another pony before, chest-to-chest, heart-to-heart, and to have herself so full, wrapped around something so simultaneously unyielding and soft...

Another ripple of pleasure rolled through her, and she moaned and rolled her hips. Her lower lips throbbed, and she moaned again, louder this time as her clitoris winked, and was dragged against the veiny surface of Twilight's cock.

"I can..." she panted, then lost her focus as she felt Twilight throb within her again. It felt as though she was growing bigger with every pulse, and Fluttershy felt stretched full enough to burst, but still wanted more.

"I can feel every time you pulse inside me," she eventually managed. Her eyes were wide and unseeing, and she gently moaned and rolled her hips against the alicorn pinning her to the bed. The feeling of Twilight's warm flesh pressed against the shorter fur between her legs was at once so intimate and pleasurable that it nearly brought tears to her eyes.

Twilight, meanwhile, had recovered enough control over her body to finally raise her head. She didn't go far though—she just began slowly planting kisses up Fluttershy's neck. Each kiss was followed by a slow, languid nuzzle, and a deep, satisfied inhale. Thoughts coherent enough to turn into speech still eluded her, so she contented herself with just luxuriating in the sensation of Fluttershy's body pressed against her own. Every twitch of her hips sent a shock of pleasure through her body, and every ripple of Fluttershy's depths squeezed a whimper out of her throat.

After a timeless eternity of this, Twilight's pleasure-addled mind finally came up with a new idea. What if she thrust her hips? This was complicated, of course, by the fact that she was currently hilted inside Fluttershy. After planting another kiss along Fluttershy's jaw, she finally had the earthshattering thought of pulling back, first.

It took a moment to work out where the appropriate muscles were, and another, longer moment to brace her forehooves. She refused, point-blank to pull away from Fluttershy any more than she had to, so she simply slid backwards slightly, flexed her hips, and slowly withdrew her cock. The way Fluttershy's moan vibrated through her chest was enough to send another pulse of pleasure throbbing through Twilight's length, and she bit down gently on the soft skin at the base of Fluttershy's neck to bury her moan.

The process of pulling out of Fluttershy was almost torturous—the pleasure was so thick and heady that it was almost a kind of pain. She sucked in a long, hissing breath between her teeth, and squeezed her eyes shut as the slick vice around her cock squeezed and tugged in time with Fluttershy's heartbeat. The moment of resistance and sudden pop! as her medial ring was first caught, then freed, nearly ended her then and there.

Finally, she felt her cockhead, now flared to nearly half again as thick as the rest of her length, tug at something with increased resistance, and she knew that she was at Fluttershy's entrance once more. She let out a gasping exhale, nearly sobbing in a combination of relief at a reprieve from the pleasure, and aching emptiness at its absence.

Then, desperate to be enfolded again, she plunged herself back inside in one decisive stroke.

And suddenly, the dam broke.

The spike of pleasure had tipped her over some threshold she hadn't realized existed, and a cataclysm of pleasure suddenly hammered into the base of her spine. It rushed up through the back of her head, and her vision whited out as explosions went off behind her eyes, and little sparks fizzed out of her horn. Then, just as fast, the sensations swept down through her body, and blasted through her member. Not once, or even twice, but in continuous pulse after pulse of pure, body-wracking spasms of pleasure.

Beneath her, Fluttershy locked up and writhed as she felt Twilight suddenly plunge deep inside, then freeze. The alicorn's wings flared to full extension, and her horn began fizzing with arcane overload, tiny fragments of raw mana spilling into the world.

Then, Twilight's cock swelled to what felt like twice its previous size along its full length, then paused, returned to normal... then did it again.

And again, and again, and again in long, throbbing, cunt-stretching pulses that had Fluttershy's eyes rolling into the back of her head.

Eventually, it stopped, and abruptly, Twilight's entire body went boneless, and she flopped onto Fluttershy like a stringless marionette.

The two ponies lay in relative silence, holding each other and panting together. Little aftershocks of pleasure rippled through Twilight periodically, each one making her twitch and make little abortive half-whimpers. Each twitch sent progressively weaker pulses of pleasure through her cock, which were echoed by little ripples from Fluttershy.

Fluttershy lay back, slowly wrapped her forehooves around Twilight's back and, just as slowly, teased the alicorn's head up with her chin. When Twilight finally looked up, she looked dazed, and her jaw was slack.

Fluttershy licked her lips and shuddered as she felt Twilight's length slip out from inside of her and a languorous gush of warmth ooze from within her depths. After a moment, she collected herself. "Twilight?" she asked.

"Mmm?"

"Did, um. Did you just come inside me?"

"Yeah..." she replied, a dopey smile slowly spreading across her features.

"Oh," Fluttershy said.

"Um," she continued.

A faint frown creased Twilight's brow. Fluttershy sounded unhappy.

What could make her unhappy after something that had felt so good?

Unless... had she done some part of it wrong? She couldn't imagine how—the sounds that Fluttershy had been making were undeniably those of pleasure, not of pain.

And while her memory was pretty fuzzy during the long moments that she'd spent orgasming, she recalled Fluttershy's expression as Twilight had ejaculated inside of her. She had looked like she was enjoying it.

Something about that thought tugged at her. She spent a moment tiredly nuzzling Fluttershy's chest as she spent a moment examining it. Something about the idea of having an orgasm, of ejaculating inside Fluttersh—

"FOALS!" Twilight shrieked, suddenly jerking upright.