“Thanks fer agreein’ ta meet us,” Braeburn said, sheepishly rubbing the back of his head with a hoof, before pausing to adjust his hat. “Um. I know it’s a little awkward but I’m hopin’ we can do each other a favor. Uh, ya see…well…”

“Just rip off the bandage, Bray,” Sunburst said, also looking rather embarrassed. “We accidentally stumbled on something we weren’t meant to see. It’s a bit of a long story, but Bray’s cousin Applejack and Rainbow Dash were… uh…”

“I can guess what they were getting up to,” Fluttershy said with a little smile when Sunburst faltered. “Just how tied up was Rainbow Dash?”

Both stallions gave a little chuckle. Fluttershy was blushing herself, but it was worth it to have broken the ice.

“The point is, we got to talkin' 'bout it, and they mentioned the little… project y’all had goin’ on. So I was thinkin’ mayhaps y’all might be the right pony to help us out with a little adventure we wanted ta tackle,” Braeburn said.

“No obligation!” Sunburst cut in quickly. “We know we’re asking something… odd. But Applejack and Rainbow both said you might be open to it.”

“Open to what?”

“Well, see, we need a spotter. Somepony to help keep us safe. We, uh, well, we have a list of our own. A bucket list, not a kink list like yours. But kinda the same concept. And one of the items on the list is, well…on a cloud.”

“But you’re an earth pony and a unicorn,” Fluttershy noted.

“I can cast a cloud-walking spell, and levitation,” Sunburst noted. “What we need is somepony willing to…well, watch. In case I lose my concentration, or the spell fades, or something else goes wrong. A pegasus.”

“And it’d have to be somepony who’s a bit of a voyeur, who'd be okay... watchin',” Braeburn noted.

Fluttershy considered. Braeburn was gorgeous in a muscly, hunky way, and Sunburst had a sort of sweet nerdy charm. Watching the two of them get hot and heavy on a cloud…

She swallowed, feeling suddenly flushed. She wished she could fan herself with Braeburn's hat. She’d never considered herself a voyeur before, but now…maybe it was worth looking into. “And you two wouldn’t mind somepony watching?”

Both stallions blushed bright red. Sunburst shook his head. “N-no. It’d be just fine.”

Exhibitionists, then, but embarrassed about it. Fluttershy smiled reassuringly. “No need to feel ashamed. I just want everypony to have fun.”

Both stallions looked relieved and happy.

“So how do we, uh…” Braeburn waved a hoof vaguely.

As it turned out, the easiest way to get started had been for Fluttershy to gather plenty of cloud material, enough to make a ‘bed’ five or six times the size of a princess-sized mattress.

Both stallions had left their customary attire at home, for safety reasons, and while it did make sense to Fluttershy, she was a little amused at her own disappointment. Sunburst was so cute with his glasses, after all, and Braeburn's hat was almost as much a part of him as Applejack's was to her.

Sunburst cast the spell on the both of them, and with nervous expressions and timid hooves they stepped onto the cloud matter. Fluttershy giggled when the two normally ground-bound stallions’ faces lit up at the sensation.

“It’s like… cotton candy on my hooves!” Sunburst marveled. “And springy.” He bounced up and down a few times, his expression delighted, like a foal’s.

“Careful with that,” Fluttershy warned. “Bounce too much and it will start to rain, and lose mass. Then we’ll have to find more cloud.”

“Oh,” he deflated a little, before going back to curiously nudging the cloud with a hoof. “I was sure it would be wet.”

“It is,” Fluttershy said. “But your magic is repelling the water. It’s the same for us. We can turn it on and off at will. It’s an instinct thing, but that’s how we can break up clouds.”

Sunburst looked like he wanted to take notes, but Braeburn nudged his rump with a hoof. “How long does the spell last?”

“Four hours,” he said. “Long enough for even a few sessions.”

The two of them blushed again, and Fluttershy giggled. They were so cute. But now for the hard part; Fluttershy had never been much of an athlete, and this would require a bit of effort.

“I’m going to fly us up over Saddle Lake. It’ll still be high enough for your list, but if something terrible happens I’d rather be over water. You can both swim, right?” They nodded. “Okay. Don’t move around a lot while we’re in transit, please.” Then paused, smirking a little. “Kissing and cuddling is probably just fine, though.”

She flew over to the edge of the cloud and braced her hooves. With a grunt of effort she started to fly. It was not as heavy as she thought it would be; the clouds, of course, weighed almost nothing. But there were two full-grown stallions on board her little contrivance, and that made it hard enough. Saddle Lake wasn’t that far outside of town, though, so Fluttershy figured it would only take about ten minutes.

She glanced up at the couple, grinning when she realized they’d taken her advice. They were facing each other, with Braeburn laying on his back and Sunburst on top. Their lips and tongues danced with each other. Sunburst was letting out little needful noises as he kissed his coltfriend.

As they moved together, Fluttershy could see glimpses of the emerging anatomy smooshed between them. This was going to be a lot of fun to watch. “You know, I’m probably not the only pegasus in the sky today.” Her comment fell on deaf, distracted ears.

Still, she had to focus on her task, and not the increasingly intriguing noises coming from the cloud. She pushed hard, as much to get them out of the town and away from too many prying eyes as it was to get to their destination more quickly.

The lake looked cold and pristine; completely devoid of ponies, as Fluttershy had been sure it would be. A few months ago there would have been swimmers, but the autumn weather made it far too cold to swim. Once the cloud was right over the lake, she moved underneath it and raised it to their desired altitude. High enough for a hint of danger, they’d asked. That, and to not accidentally startle anypony might not want to see what they were doing.

With that, Fluttershy found another small, nearby cloud and dragged it over, settling down to watch.

To make sure they were safe, of course.

Braeburn and Sunburst were lost in their own world. Both were now fully erect, with their cocks emerged from their sheaths. Sunburst’s was orange, with mottling the same color as his own lighter orange spots. Braeburn’s was a dark purple that seemed to contrast nicely with his own fur. The tips were slick with precum.

Fluttershy licked her lips.

When they’d been discussing logistics, they’d told Fluttershy that they didn’t mind if she clopped off while watching them, but she’d declined. She was there for an important safety job. Of course she’d enjoy herself watching, but she had to be focused.

There was always later if she needed to give herself some relief.

Later, and a not-so-little box she had stuffed under her bed.

“I have to taste you,” Sunburst said, the need in his voice palpable. They were turning, Fluttershy realized. Sunburst was, at least. Braeburn stayed where he was, his eyes glazed with lust. Eventually Sunburst was standing over him, facing Braeburn’s erect pillar, while his own dangled just above Braeburn’s face.

With no other foreplay, Sunburst opened his muzzle and swallowed Braeburn with a loud, needy ‘glk’. He got halfway down the shaft, just over the ring, before he stopped and pulled back up again. Braeburn gasped, and reached up with his hooves to pull Sunburst down so he was laying on top of his coltfriend. Braeburn buried his muzzle in Sunburst’s dangling sack, tongue darting out to pleasure and worship.

Fluttershy realized she hadn’t tried a sixty-nine yet. Her marehood tingled with desire as she watched the scene in front of her, but she denied herself, instead sitting like a loaf on her own cloud.

Sunburst went back down again, burying another couple inches of horsecock in his throat. Each time he swallowed Braeburn’s length, Braeburn grunted in pleasure. He kept one hoof on Sunburst’s flank, but the other moved over to Sunburts’s cock stroking. His motions were gentle but fast, and Sunburst began to writhe at the touch.

Both stallions began thrusting their hips after a few minutes. Braeburn finally let Sunburst stretch his legs out a little, so he could get a better grip with his hooves. Sunbursts’ balls rested on Braeburn’s chin while Braeburn stroked him off with two hooves.

“Y-your throat is s-so tight,” Braeburn cooed. “I…umph… not gonna last l-long.”

Sunburst laughed, making his throat convulse and Braeburn grunt, eyes rolling back.

“Where…y’all want it?” Braeburn whispered. At that, Sunburst lifted up off him so that only the tip of Braeburn’s cock was in his mouth. A glow surrounded his horn, and Fluttershy’s eyes went wide as Braeburn’s cock was surrounded by the same twinkling glow.

Braeburn paused, distracted from his own task, and threw his head back with a long moan. His cock spasmed and twitched, and she saw Sunburst’s cheeks bulge and his throat convulse as he quickly tried to swallow. It wasn’t enough. After the fourth spasm of Braeburn’s pillar, a spurt of white splashed down Sunburst’s chin, matting his little goatee.

Sunburst finally had to come up for air, a movement that earned him a pair of white splashes across his muzzle. He paused, gasping for breath, but Braeburn had recovered enough to counter. He lifted his muzzle enough to pay some loving attention to Sunburst’s sack with his own wet tongue, while frantically jerking him off with both hooves. Before long Sunburst cried out, cum dripping from his slack jaw, as he, too, spurted his release.

White cream covered Braeburn’s stomach, erupting from Sunburst’s cock in a voluminous, sticky spray. Fluttershy shuddered with arousal as she watched the ropes fire out, coating the earth pony’s tan fur.

The urge to touch herself grew. Fluttershy stayed strong.

With shaky legs, Sunburst climbed off of Braeburn, flopping back on his haunches as he caught his breath. His cock still dripped, the last few drops trailing white as they oozed onto the cloud. Suddenly he blinked, looking at the slimy mess he’d made on his coltfriend.

“H-here, let me…” he moved forward with a hoof, as if to offer to somehow clean up his own foal batter.

“Nah. I know y’all like it when you mark me as yours,” Braeburn whispered, and pulled Sunburst back down, this time for a passionate kiss.

Fluttershy shuddered as she watched the two of them share Braeburn’s cum between them, even as Sunburst's cum smeared between their stomachs. Cum play was definitely going on the list to try sometime later. She wasn’t close enough to smell the musk that surely radiated off of the two of them, but she could imagine, and the imagining made her pussy wink.

Still, she stayed strong.

“What ya want next?” Braeburn asked, breaking the kiss enough to talk. There was a string of mixed saliva and cum between their lips. Sunburst gulped.

“Inside. I want to be inside you.” There was naked need in his voice, and Braeburn let out a small chuckle.

“Whatever ya wish, lover,” he said softly, and turned so that he was on all four hooves again. His tail was flagged high.

Sunburst stared for a moment, admiring the perfectly toned flanks, complete with just enough hard muscle, as well as the puffy ponut underneath a swaying tail. But instead of mounting up as Fluttershy had half expected, he dove in tongue first.

"Need to make sure you're ready for me," Sunburst explained smugly when Braeburn first yelped, then sighed in pleasure.

"I'm always ready for ya, Sunny," Braeburn said.

It was such an oddly cute moment for Fluttershy, and she found herself wishing she had one of her own friends here. Not necessarily for sexual relief (though it would have been nice) but for the kind of casual affection they had for each other.

Sunburst only licked for a few moments; getting Braeburn's pucker nice and lubed, Fluttershy imagined. It wasn't long before he reared up, placing his forehooved on Braeburn's flanks while he lined up his still-damp cock with the warm entrance presented to him.

"Deep breath," Sunburst muttered, but Braeburn laughed.

"Listen, Sunny. I ain't no shrinkin' violet, and I ain't weak. I want ya to give it to me, hard, and not stop until…. aaaaAAAAHHHH!"

Sunburst had taken him at his word and thrust in hard, making Braeburn cry out.

"S-sorry! Did I—"

"Nothin' doin', lover. Ya did just what I wanted. I'm just always surprised at how nice it feels to have ya in there."

Sunburst blushed, giving a shy grin, and began to move, solid powerful thrusts of his hips, his hooves gripping Braeburn's flanks and squeezing, pulling them together each time with solid smacks of flesh on flesh.

"Y-yeah, like that, colt," Braeburn sighed. "Rut me, stud."

"Y-yes sir!" Sunburst stammered brightly, going at his task with gusto. Soon the air was full of grunts and whinnies, and both stallions were panting wildly.

"I'm going to make you come before me this time, Brae," Sunburst said.

Braeburn laughed. "Sunny, you're the one in me. I'd bet ya ten bits ya spurt before I'm even halfway."

It was safe bet, Fluttershy thought. Sunburst's eyes were glazed, and his rhythm was faltering. Braeburn, while still moaning and gasping his pleasure, was still in control.

But then she saw Sunburst grit his teeth and focus his gaze. “You’re on,” he muttered. Right in time with a particularly hard thrust, one that had his own sack bouncing against Braeburn’s, he lunged forward and bit Braeburn’s ear. At the same time his horn ignited, and Fluttershy saw a sparkling glow, just like before, surround Braeburn’s cock.

Braeburn brayed like a donkey at the sudden stimulation, and his eyes rolled back as he came, hard. His cock twitched as it sprayed white onto the cloud beneath him, spurt after spurt of ecstasy. It seemed to go on and on, one rope following the other.

Fluttershy bit her lip.

Hard.

Sunburst followed soon after, probably only seconds, his own orgasm filling Braeburn’s bowels until a few small spurts leaked out around the seal made by Sunburst’s cock and Braeburn’s puffy ring.

Finally Sunburst slumped back, grinning, to catch his breath. Braeburn looked back at Sunburst with a mock-scowl.

“That weren’t fair,” he said.

“Wasn’t fair,” Sunburst corrected. “And it certainly was; you were the one who failed to dictate the terms of the bet, and the rules of engagement. Besides, I felt you cum. Tell me you didn’t love it and I”ll call you a liar.”

Braeburn’s scowl became a huff of amusement, and he waved a hoof. “C’mere, you. Wanna cuddle you a bit while we rest up fer round three.”

In the end, both stallions ran out of steam after about three hours. When they asked Fluttershy about clean up, shooting worried glances about just how much semen they’d left behind in the cloud (and perhaps considering what might happen if that cloud happened to rain somewhere, Fluttershy merely laughed.

“Don’t worry. I”ll dissolve the cloud in the lake. But you two should go home and clean up.”

Flying close enough to push the cloud down to the ground meant she was close enough to smell the sheer maleness that the two stallions were covered in, and it was not doing her horniness any favors.

“We will. We have a double date tonight,” Sunburst said, and Braeburn groaned.

“How could I forget?” he sighed.

“Be nice. You like Starlight, and Trixie’s not that bad.”

“Gonna havta disagree. Uh, great and powerfully.”

Fluttershy hid a giggle behind a hoof. “You two have fun.”

“Any plans for your afternoon?” Sunburst asked politely.

Fluttershy nodded. “Yes. I’m meeting up with a friend.”

She didn’t necessarily need to tell them that the friend made of silicone, and lived in a box under her bed.

Also it vibrated.

And was ‘size XL’.

She barely managed to wave politely before zooming off home, tail firmly hiding the way her pussy winked as she fled.

Author's Note

Thank you, Kai the Changeling, for giving me the idea for the pairing.

Braeburn makes a cute power bottom, and Sunburst is always a delight.

...I should really finish my Sunburst x Sombra erotic story someday...