Jason entered Fluttershy's cozy abode, standing in the hallway as Fluttershy closed the door behind them. Angel Bunny and the other animals were nowhere to be seen. He waited, expecting her to turn and guide them back to her room, yet she simply stood there, facing the door, for several seconds, the only movement coming from her slow breathing.

"Are you sure you're alright with this?" he finally asked. "Twi can erase the changes to my dick, make it normal again, and we can just hang out instead, watch movies and relax, or whatever you want to do."

"No! I mean, um, no." She folded her wings in, turning to face him, though not meeting his eyes. "I want this, and this is the only way to get it. I'm just nervous. I don't get a lot of company." She peeked up at him. "I'm not exactly used to spending my days with others."

"I have to ask, because you really do seem frightened of me, but do you mind if we touch, or will it bother you?"

She walked up to him, her eyes closing. "Only one way to find out. Go ahead."

Jason considered a moment before reaching for her, stroking along her neck back towards her shoulder in smooth glides. His hands drifted back and forth, carefully kneading at the tension he could feel, and slowly, he felt her relax beneath his ministrations. After several long minutes, she finally sighed and nudged into his body with her own. He could see her eyes had opened once more, though she was still leaning into his touch, enjoying the simple contact between them. "Thank you." She buried her snout into his hand. "You're very nice."

He pulled back with a chuckle. "That's what they tell me. Fluttershy, is there somewhere you want to do this?"

She leaned to the side, peeking into her hallway towards where her room was, one imagined. "I want to talk." But she turned away from him, lifting her tail and exposing her sensitive portals to his view. "We can talk as we, um, do this, right?"

Jason chuckled softly. "Definitely, but I'm just happy to do whatever you like. Talking, cuddling, whatever, as long as you enjoy it too." His hands trailed down her back and to her rump, cupping the ample curves and feeling the plush muscle hiding there. "You have such a cute butt."

"Mmmm." She giggled at his words, his compliments. "Thank you, um, but that's just how I was made to be." She waggled her bottom at him. "Go ahead."

He took a step closer, grasping her rump with both hands to steady himself as he felt the heated flesh of her entrance rubbing up against his underside. With a groan, he lifted her a bit to ease himself against her folds, feeling the moisture of her arousal against his tip as he pressed slowly into her waiting passage with his altered member, feeling the subtly different sensations of pushing a horse-shaped penis into the willing mare. Her lips were slick and wet, rubbing eagerly over his length, her muscled walls gripping and tugging at him with every subtle motion. Her insides were like a dream, a living fantasy, and his body clenched as he slowly pressed into her.

"Some of us don't want this," she got out between little gasps. "Not you. You're, mmm, a nice person. Harder, um, if you don't mind." She giggled again as she said that.

The pressure increased around his member, and he felt her push back against him, bringing his length further inside her, her walls seeming to massage him, shifting and moving over his length even as she held herself firm against his body. He drew her back against his thrusts, eyes clenched tightly against the rapidly building pleasure exploding through him from that focal point between his legs. "What don't you want?"

"To be like this." She folded her ears back. "To, um, lie to nice people, even if, um, oh!" She trembled, orgasm ripping through her with a thunderous force, though her voice came out soft. "It feels so good."

He was losing the battle with his own pleasure, his entire body shaking with the need to cum, but he couldn't yet, feeling Fluttershy deserved far more delight on what was, actually, he wasn't sure. "Flutter, am I your first?"

She looked over her shoulder at him. "Yes. My very first." She spread her wings, tickling gently at his sides as he pistoned against her. "You're very, mmm, good at that, but you deserve more. More than this."

The pleasure mounted, his balls tightening and his hands gripping her haunches, holding her fast to him as he emptied into her. She quivered, little whimpers and groans escaping her lips as his seed filled her then began to overfill her, spilling to the ground in a puddle of thick white cream. "Fluttershy!" He gasped out her name, over and over, as the pleasure exploded within him, a waterfall of delight roaring through him, filling his mind with the satisfaction of what he'd just experienced, and with the soft warmth of her own body pressed against his as her passage gently rippled along his member. "Oh fuck, oh damn," he uttered softly, clinging to her.

The little pegasus smiled, leaning back into his grasp. She panted softly, words missing from her in that moment of joined pleasure. His length stayed rooted firmly inside her, her muscles milking him for all that he was worth, her body intent on every drop. Slowly, her own shudders and moans slowed, and she glanced back at him. "Sorry, um, I mean, thank you." She brushed her tail across his front. "You are such a good stud. It was wonderful, being with you." She nuzzled him as he groaned.

Jason pet her side gently. "It was the best, and you're a wonderful pony." He smiled warmly as her face lit up with a bright grin. He stroked down her sides as he drew from her in a wet and slick motion, pulling free with a loud pop, the heat of her insides replaced by the cooler air. "Can we get you cleaned off?" he offered.

"I would like that," she cooed back, wiggling her hips for him. "I'm sorry about the mess, it's just, you have a lot, and I lost control of myself." She led the way with a peaceful smile towards her bathroom, and the shower/tub within. "Let's get clean, both of us." She leaned back into him again. "Please?"

He ran a hand over her head as he nodded. "Sure thing, Fluttershy, but there isn't anything to apologize for." He crouched over her to smooch her cheek. "You're so cute. Are you ready to be a mom? Or, I guess, is your house ready for a baby?"

"It should be, and I hope they like it." She hesitated. "Will you visit?"

Jason gave her a sly wink. "Of course. Consider me like an uncle, if you want?" He ruffled one of her ears and stepped over her into the shower. "Pity we can't just magic it clean like Twilight."

"We can't, but..." She glanced away. "Well, we can't, but we can enjoy ourselves right here." With a wing, she deftly got the water flowing, ice cold at first, but warming quickly. Jason hopped out, yelping as Fluttershy laughed. "Sorry." She stepped in, guiding him back, then dipping her head down under the spray of water, starting with her long mane and down.

Jason settled behind her and reached to run his hands through her mane, helping her and feeling the silken hair as he went. "Every part of you is wonderful, just so you know, inside and out. You really are an amazing pony." He wrapped an arm around her chest, pulling her up and back, to kiss at her neck. "But I have to know. What did you mean?"

Fluttershy relaxed under his touch. "It's nice, um, being with you, but it's all so—" She snuggled back against him. "So perfect. I don't know if we could ever be that happy, though, just like that." She rested her chin on his arm. "I can't let anyone hurt you."

"That goes both ways." He kissed her shoulder, available as it was in that position. He washed the water up over her, and getting himself wetter in the process. "Flutter, do you want me to spend the night?"

She shuddered, a delighted whimper escaping her as her tail twitched and bumped into his midsection. "I would love that, but another mare will want her chance with you. Um, after we're clean, you really should check in with Twilight. She is your mare, she'll figure out who you should visit next. You shouldn't just, well, take me again."

Jason chuckled at that, and he teased a finger through her mane, just to see her expression and hear the lovely sigh of approval that she let slip. "I'd do that, all day, with you."

"I know you would." She drew back, looking him in the eyes. "But you shouldn't."

Something about her words sent a chill down his spine. He remembered Twilight saying something like that, and he didn't like it, not when Fluttershy said it. "Do you have any plans?"

She smiled softly, that warmth returning to her features. "Oh, plenty. We ponies have many things to do when you're not around." She threw out her wings and giggled. "Look how clean I am now."

Jason leaned back as she wriggled out of his grasp. "You're definitely nice and fluffy."

Her wings settled back, and she pushed a hoof against him, forcing him out of the stream of water. "Come on now, Jason. I know you have a busy day ahead of you. Don't let one little mare take it all up."

He felt something strange about her tone, but he let it go. "Fine, fine, but you're worth every minute, you know?"

She stuck her tongue out. "I know." She buried her face into his side. "See you again soon."

Jason nodded, taking one more look at her, but she avoided his gaze. "Take care of yourself, and your new family, Fluttershy." He gently touched her shoulder, and she turned to regard him with an expression he didn't recognize, but her ears were lowered, and she seemed so sad, it broke his heart. He gave her a gentle kiss, then slipped away and back out of her house.

He walked towards Ponyville, and as he did, he found Twilight waiting for him.

"Jason!" She marched up, magic grabbing his waggling horse cock. "I know you're proud of your assets, but at least a little bit of modesty. You humans really let it all hang out." She guided him towards the library.

He grumbled but followed her inside as she guided him along, her magic never releasing its grip on him. He fell onto the couch. "Not fair! I wanted to ask you something. Where are you, actually?"

She smirked. "I'm in the library." She waved around. "About to dress my favorite human." She gently tugged at his member. "Then we get to select who your next partner is." She reached out and patted his knee. "Your poor cock must be exhausted. I'm so sorry."

Jason chuckled, despite himself. "You should be. And what happened to 'oh Jason, we should wait until we are married'?"

She swatted his chest with a hoof. "We did wait." She crossed her hooves, wings flapping gently behind her. "But this is a different situation. You will be breeding, mating specifically to produce foals. That is a far less personal endeavor. Now, clothes!" She motioned towards his lower body. "That was fun, but it's time to cover you up. Unless you want to stay naked?"

Jason nodded and adjusted himself as his length became a proper human organ, soft for the time. "I'm not a pony, so I should get dressed. Who did you want me to help next?"

She motioned him to stand, and her horn glowed brightly, clothing appearing around him as he stood still for her. "I figured we could take turns. We have eight friends, after all, and I'm sure I'll enjoy having you to myself." She inclined her head. "If the numbers are correct, I'm probably already incubating a foal, but our breeding is for love and affection, it's different, even with a womb full of your potent sperm, we still need to love each other." She leaned against him, resting her muzzle on his shoulder. "So you are the future, but I want to keep you for myself."

Jason laughed and ran his hand over her side, brushing a wing. Had she always had a wing? Of course she did, or she wouldn't have one, surely. He stroked along the soft feathers, enjoying their texture and the sounds that escaped her at his attentions. "Well, I'll always love you. We'll still have time."

"I know." Her magic slipped away as she eased back, looking him over. "But, am I being selfish? Do you want to see another mare?" She coughed into a hoof. "I'll let you decide. I trust you. The ponies of Equestria, they need to grow. Our numbers have to expand. I've calculated it out, and I can't bear the idea of every single one of us being dead and gone." She paced, ears and tail low.

"No! No, of course not." Jason scowled at the idea of a world without ponies. "Tell me which mare I'll help to make sure that doesn't happen. I'll go to her right now." He smiled, feeling warm inside, just thinking of Twilight's plan, and the success of their species. He would help in a tiny way, but even one new life helped to keep them going, to carry on their heritage.

Twilight nuzzled into his cheek. "Bold! But one per day. Even your outstanding seed gardens need time to replenish to full capacity, hm?"

Author's Note

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