Warming Up

by EpicGamer10075

Rating: mature
Tags: My Little Pony: The Movie, Captain Celaeno, Anthro, Porn, My Little Pony: Friendship is Magic, Fluttershy, Sex
Length: 8434

Celaeno was hardly used to the cold, and it was some bad luck that threw her into the worst of it. Thankfully, she happens to end up near a Pony who is eager to help her out, but Fluttershy may need some help of her own.

Captain Celaeno, used to her work around the warmer parts of the warm, was left unprepared for the harsh cold winds of a sudden blizzard, and it manages to throw her off her ship. Thankfully, she happens to end up near a Pony who is eager to help her out, but the Pony, Fluttershy, may have some issues of her own that the much more brazen pirate can help with.

Flirtatious and somewhat romantic Fluttershy x Futa!Celaeno smut
Commission for ZetaSquadron94

Published 2025-01-05 03:10:01 UTC
Last updated 2025-01-05 03:10:01 UTC

Skin-to-Skin Contact

It was frigid.

So deeply frigid, that it seeped into her very being, freezing her until her blood turned into slush, pumping so slowly throughout her body that she could barely think.

She kept trying to focus on her body, keeping something tangible in her mind so that she wouldn’t fall unconscious; she felt for her claws, which were frozen numb; she felt for her foot, but it was frozen solid; she felt for her legs, which could barely sense the blood flowing through them above the biting winds that buffeted her, only saved that much by the thin pants around them; and she felt for her heart, beating slowly in her sharply pained chest underneath her usual yellow and brown coat.

Beyond her body however, there was very little she could sense. The intense blizzard that continued to shake the forest she was in made sure of that. Snow was everywhere, from a thick layer on the ground that went up to her ankle, to thinly covering bark and branches of the trees around her, to whipping past her face with each relentless gust of wind. It was more snow than she’d ever seen before, even from what little she could recall before that moment...

She had been in the air, on her ship, she was sure, and while it was frigid up there as well, it certainly wasn’t this cold. Really, it should have been colder up there, closer to the clouds that deluged snow onto her and with more wind to boot, but this forest seemed to trap the cold down there, leaving her in the thick of it. The wind...

The wind was why she was down there, she knew, as she attempted to keep her ship from breaking in the high winds up there, but then... something hit her, knocking her down here...

...Urgh, it was so hard to remember...

The endless white around her made each step feel like a waste of energy, for there must not have been a way out—but, she felt as though she was heading in the right direction. It was a vague sense from her stifled memories, with no indication of what she was heading for, but she had been in enough accidents to trust her gut that she was going towards safety.

Lifting her head just a bit, she tried to see through the sea of snow in front of her, attempting to judge how well her instincts were going to serve her, but there was still yet nothing she could see. Sighing as she continued to shiver, she lowered her head and kept plodding on, blindly stepping through the snow for what could have been forever...

...That was, until something grabbed ahold of her!

Her instincts kicked back up, what little adrenaline her body could muster making her try and shake off whatever beast had tried their luck with her, and she snapped her head up to see precisely what it was—only to see not a beast, but a Pony.

The already weak and fruitless protests against the Pony’s grasp faltered when she saw them, and... felt as though she remembered them. The Pony wore a thick coat that was dusted in snow, its pale yellow colouration seeping out through the cracks, and they had a weighty scarf around their neck, it a pastel pink that whipped to their side with the wind that blew across them. Yellow and pink... Fluttershy, if her faltering memory served her correctly.

She attempted to focus on the mare’s face, and while she could make out how Fluttershy was attempting to speak to her, her own ears were too numb to hear her, and her mind too muddled to read her lips. Eventually though, the mare didn’t bother to try and speak to her any longer, instead just flashing a horribly worried expression on her face before she pulled the scarf off of her neck and wrapped it around her own, then laid a gloved hand on her back before pulling her forward out of the snow.

Oh, how lovely flames could feel when they were literally melting ice off of you...

Heat was usually quite troublesome, as most of her business took place near the Equator, though it meant Captain Celaeno was always prepared for that heat... but the cold? Not so much. Whipping winds were never so difficult to deal with before they were swarmed with snow.

She could remember now how everything happened leading up to this moment, including the trek out of those cursed woods, which happened to the be the dreaded Everfree Forest—a fact she would have liked to know before she tried to escape the blizzard inside of it. She got lucky with how none of the beasts rumored to make that place their home attacked her while she was inside, as she was hardly in a state to defend herself, and currently still needed some time to recover from the cold.

Her body, previously frozen with ice flowing slowly through her veins, was now just chilled as her entire form was exposed to the warmth of the fireplace before her. Her head, once numb from the ceaseless winds, was now able to feel sluggish as her senses returned to her. Her hair and tail feathers, which had been frozen stiff and steeped in snow, had been thawed out, with the snow turning to water and now weighed down and continued to chill them. Her foot had gotten it a lot worse, being plunged into snow with each step, and still felt rather numb even now, forcing her to sit down on the carpet of her host’s home. And her claws, which were quite sensitive to the cold, had been allowed to heat up even faster with a mug she carried with them, a bouquet of hot chocolate wafting up from its mouth.

Celaeno was mostly content to leave the mug in her claws, partially to help them heat up faster, but also because she wasn’t much a fan of how sweet the drink was—rum and beer was more her style. Still, she wasn’t about to say anything to the lovely Pony who had given it to her, as worrying such a sweet lass about her well-being (or preferred beverages) wasn’t on her bucket list.

Her ears suddenly flicked, and she could start to hear, over the crackling of flames from the fireplace before her, a faint pair of hoof-steps descending a staircase behind her. “Speak a’ Discord...” She muttered to herself with a small smile, before turning her head around to see the staircase on the far wall, her lovely host descending it quietly, the Pony’s eyes looking at the wall beside her. Even with one of her cheeks fully exposed in the rather bright light afforded by the endless white snow that continued to whip at the windows, Celaeno still had a bit of trouble making out the blush on that mare’s face.

It was just a light dusting of pink on those creamy yellow cheeks, and the Avian was surprised at how well she was keeping it down, especially after she how she reacted some minutes ago. She and Celaeno had plodded inside, and the first order of business was warming the Avian up, but that wasn’t about to happen with the cold and sodden clothing on her, so Celaeno saw fit to rip them right off of her, stunning the mare silent by the view of her well-sculpted body.

While the Avian may have been content to relax like that in a normal circumstance, she was still rather chilled and needed something to keep her warm, so Fluttershy had headed upstairs to fetch something for that. And now, Celaeno could see the fluffy pink blanket folded up in the Pony’s arms as she arrived back on the main floor, but she also had something else; a green towel, clearly meant to dry off the Avian’s still wet feathers.

“Ah, thank you, lass,” Celaeno spoke with gratitude as the Pony approached her, coming to a stop a couple steps away from the Avian, but keeping her head facing away from her, blush only strengthening with her proximity to her. Or perhaps, Celaeno mused as she set her mug down on the floor and grabbed the towel from the mare’s outstretched arms, it was her accent? She had long since known how Ponies viewed pirates with awe and desire...

...Perhaps it’d be nice to test out exactly what the mare thought of her.

Shifting her position, she rotated around so that she only halfway faced the fireplace, the other half of her body facing Fluttershy, and she pushed her tastefully perky chest out a bit while she unfolded the towel, then raised it up to her head. Closing her eyes, she let the towel cover her head while she scrubbed it back and forth, making it soak up all the thawed snow that had sodden her feathers, with specific attention paid to the lengthy green feathers of her hair.

After a minute or so, Celaeno felt her head was dry enough, but her tail still was quite wet, so she pulled the towel off her head, keeping her eyes pointedly away from Fluttershy so as to not break her pleasurable viewing experience, and then put a claw on the floor to help push herself up to standing. From there, she turned to let her back fully face the Pony, and moved her claws back to wrap the towel around her tail, and then stroked up and down it with the towel, drying it off while giving the mare behind her an enticing view.

Another minute or so passed before her tail felt dry, where then Celaeno was free to pull the towel away, leaving her back fully in view of the Pony while she folded the towel in half, then set it on the carpet. Turning around to face the mare, she saw Fluttershy’s head swiftly jerk away from looking at her, her blush having gotten a lot brighter since a few minutes ago.

“It’s a’ight if you look, lass,” The Avian spoke casually, taking ahold of the fluffy blanket and unfolding it, “I ain’t bothered in the slightest.” Draping the blanket over her shoulders and keeping a claw on it, she used her other to help lower herself back to the floor, right on top of the towel, and making sure to keep her peg leg away from the mug that still lay next to it.

Sitting back down again, she folded her legs while pulling the blanket further over her shoulders, and then grabbed the mug from the floor before her. Relative silence took hold for a short time, with the crackling of flames from the fireplace and the whipping of wind and snow against the windows feeling more cozy now that she was out of the cold and wrapped up, but... Looking over her shoulder, she still saw Fluttershy standing there in the middle of the room, and while she looked more comfortable in the cold with her yellow sweater and long green skirt, she didn’t seem to know what to do with herself, and so the Avian invited, “You want ta sit down ‘side me? I’d enjoy the company...”

The Pony looked at her pensively for a couple seconds, blush still clearly visible on her face, but then slowly made her way over on the tips of her hooves, and sat down with legs folded just to the right of her guest. However, that wasn’t quite enough for Celaeno, so she scooched herself over until she nearly knocked shoulders with the mare, then unwrapped part of the blanket from her body and reached it around Fluttershy’s, pulling her close while wrapping the blanket around the both of them.

“Ya warm enough here, lass?” The pirate asked almost huskily, and while she thought of adding something about how ‘skin-to-skin’ contact would be better for heating herself up, she did decide that that might be a tad too much teasing for the innocent little mare to handle. Especially with how said mare’s face was nearly bursting into flames as it was!

She backed off slightly, though kept her arm around the mare while letting her cool off. Celaeno herself could still use some of that heat, and kept siphoning it off of the Pony, though she wasn’t sure if that was ever going to help because of her lack of clothing...

Smiling to herself, the Avian kept her focus on the fireplace in front of her as well as the warm mug in her hands, which itself was cooling down at would soon enough become useless as a heater and likely taste disgusting. Raising it to her beak, she took a sip of it—albeit one she slightly braced herself for—and tried not to let herself cringe from the overly sweet fluid.

Looking back over at her host after a few moments, she could see Fluttershy had managed to fight off her blush somewhat, and was now fidgeting in place, hands put together with fingers tapping against each other, and her lip tucked into her mouth. It was awkward, but not in the same way as she had been before, and instead looked very conflicted...

“Somethin’ bothering ya’?” Celaeno asked genuinely, her voice making the Pony start in place, then shakily look back at the Avian.

“O-oh, no,” Fluttershy stuttered back in her meek voice, but she kept fidgeting with herself as she added after a second, “Well, um, I-I just didn’t want to bother you by asking...”

Celaeno rolled her eyes, recalling how far too meek and kind the Pegasus had been in their last encounter, and she replied, “Oh, don’t worry ‘bout me none. Comin’ down in a blizzerd like this... ya deserve some answers, I tell ya that, lass.”

The Pony kept her eyes on her guest while she nibbled on her lip for a couple seconds, then looked away and muttered out, “W-well... I was just curious w-why you were here...”

“Oh, that’s all?” The pirate quipped back, then belted out a loud chuckle, “HA HA HA HA! That all that ails ya, kiddie!? Thought ya meant somethin’ a mite worse than that!”

“Oh! I-I wouldn’t...” Fluttershy tried to say back while looking back at the Avian, but she trailed off as she looked perturbed by the simple idea of asking something worse.

“Don’t, worry, ‘bout, it!” Celaeno shot back, patting the mare’s shoulder with each word, and then smirked as she continued on, “I happen ta love myself a story...

“Ya see...” She begun, shifting herself in place to get more comfortable, all the while keeping her gaze on her lovely host, “Me an’ my crew were headin’ on through Equestria, takin’ a shortcut down ta the east coast, but we didn’t heat ‘bout the blizzard ‘til it was too late. Them strong winds pulled us in, and, well...” She paused for a moment, eyes pulled away for a time in thought, but then looked right back on Fluttershy as she added, “My ship an’ crew ain’t well built fer the cold, with us goin’ round the tropics a whole lot. So, one of her sails started ta break off, we tried ta hold fast, grapplin’ the thing down with its rope, but...”

A deep sigh left the Avian’s beak, and she looked away while continuing, “Them winds were too strong. Her sail broke and swung down to the deck, an’ I didn’t even hear it comin’. Swept me right of her deck... barely came to a while down, and the winds weren’t lettin’ me back up, so I just went down. Saw that forest an’ thought it’d keep the cold away, but... didn’t realize it was the Everfree.”

Celaeno stared off into the fireplace, feeling its warmth that had yet to thaw the cold that had settled deep within her from that experience. She had dealt with many things that wanted her dead, that much was true, but they weren’t like the endless white that sought to suffocate her like that blizzard...

A slight shuffling from her side brought the Avian’s attention back to Fluttershy, who was looking worriedly back at her before she asked with a tone that made it sound like she was about to cry, “I-is your crew g-going to be okay..?”

It took the pirate a moment to understand why the mare was so worried, but soon enough, she chuckled and lifted her claw on the mare’s shoulder up to her mane and rifled her talons through it, petting her playfully to soothe her worries. “They’ll be alright, lass,” She comforted the Pony, “The sail only be keepin’ the ship in control o’ herself. She’ll be lost out there, but the big ol’ balloon keepin’ her aloft ain’t goin’ down any time soon.

“Honestly,” Celaeno spoke with a light-hearted smirk pointed at the Pegasus, “I only gotta be worryin’ about my crew bickerin’ ‘bout themselves.” After a second though, her smirk faltered and she looked away and muttered, “Actually, that do be kind of a problem...”

A curious head-tilt and quiet ‘huh?’ from Fluttershy made Celaeno shake her head and turn back to the mare, waving the worry off, “Eh, they’ll live, I be sure o’ that. I got scurvy fer a couple o’ weeks back in the day, and my crew had ta fend fer themselves for a while. They didn’t know where to be goin’, and ended up gettin’ in a fight with some Pegasi. Ended up gettin’ whooped without me—that taught ‘em a lesson ‘bout dealin’ with townsfolk by ‘emselves.

“They’ve been learnin’, they’ll be alright,” She assured the mare, lowering her claw back to the mare’s shoulder, and then cocked her head with a genuine smile as she added, “I do ‘preciate yer concern though, lass. Most creatures don’t like pirates up in their business, an’ want ‘em out. Was surprised by how nice y’all were back ‘round the Storm King.”

“W-well...” Fluttershy mumbled, flushing slightly as she looked away, “...W-we didn’t want you to b-be hurt any more...”

“I know,” Celaeno replied softly, stroking the Pony’s shoulder, “And I appreciate it. Jus’ like I appreciate you helpin’ me out of this cold. And...” Her smile turned into a somewhat smoldering smirk, “Well, jus’ like I appreciate how much ya like how fit I keep myself.”

It took just a moment before the Pegasus understood the implications of that, but when she did, her face erupted into flames once again, but now brighter than it ever had been before. Fluttershy jerked her head away to try and hide it, but she was still sitting right next to the other creature, and so it was impossible to hide the sharp, yet quiet ‘eep!’ that came from her, or the way her wings twitched into Celaeno’s sides.

It made the pirate laugh lightly at the mare’s expense, with the very skittish nature of said mare seeming so... cute to her... But that only until she noticed how much that mare was shaking. It seemed unnatural how bad it was, and with that blushing face kept so far away from her... it gave the Avian a smidge of concern.

“You alright there, lass?” She asked of Fluttershy, that concern somewhat audible in her tone.

After a couple seconds, a faint mumble came from the Pony.

“Ya mind repeatin’ that?” Celaeno replied, now even more concerned.

“Sorry...” The quiet voice of the mare said back, still keeping herself turned away.

A sigh came from Celaeno, and she was forced to ask in a mix of worry and confusion, “What for?”

Fluttershy didn’t reply for several seconds, but when the pirate was about to say something back, the Pony turned her head just enough to let her distraught eyes show to the Avian, and she muttered out, “I-I didn’t want to... u-um... be a.. p-perver—”

A sharp laugh echoed out through the room, with Celaeno’s voice somewhat incredulous that the mare took offense to admiring her, and her laugh faded into exasperation as she knew that this was Fluttershy she was dealing with—so yes, she was like that. “Fuckin’ Tartarus, lass,” She swore out, beyond caring for decency in her words while she nearly glared down at the mare beside her, “I ain’t ‘bout ta be upset by that! I’ve been walking ‘round with not so much as a bandana on—an’ on top o’ that, I even told ya how I liked ya watchin’ me!”

She heaved out a sigh onto Fluttershy’s shocked-looking face, making her flinch slightly, then bite her lip for a moment as she looked away. Soon enough, she ended up replying with her still-quiet voice, “S-sorry... I, um...” Her head turned enough to look at the pirate, and she went on, “I-I just don’t like acting l-like that... all... l-lewd. I—um...” She mumbled, hugging her arms tight around herself, as her eyes fell to the floor, “I haven’t... u-um... ‘r-relieved myself’ in a while... s-so...”

“Oh, don’t talk ‘bout it like that, lass,” Celaeno shot back, shaking her head, “Likin’ sex ain’t a bad thing, ya know. You Ponies...” She paused for just a second, and sighed light-heartedly, “Some o’ you innocent little Ponies always act like it’s a dang disease. No touchin’ ‘til yer all settled in fer years and years... and the bangin’s pretty borin’, too. In the bedroom, no ropes, no third-parties, not even goin’ up the rear, even!” As she spoke so candidly, she could see Fluttershy’s face burn brighter and brighter, her body locking up in shock as she no doubt tried to comprehend the ‘crazy stuff’ Celaeno was describing. No offense was meant to the poor lass, but she clearly didn’t get out enough.

Sighing once more as she locked eyes with the horribly embarrassed little Pony, Celaeno decided to speak more softly, “Lissen, little lass; ya ain’t gotta be afraid of some porkin’. Yer a lovely one, I be sure o’ that,” She went on, deciding to finally ditch her mug and place it on the floor again, bringing her free claw up to her host’s abashed face, and cupping the side of it, “On the outside an’ inside, ya hear? The way you be worried ‘bout my crew an’ offenden’ me be clear ‘nuff ‘bout that.”

Fluttershy was somehow blushing even harder now, but it did seem to be from more than just her shame of sex, with her face instead burning in a rosy pink that spoke of something deeper. Celaeno thought it made her look even more lovely, and it let her continue on, “Ya deserve ta have a grand ol’ time fer all that ya’ve done. Fer me, fer others... And, well, if those friends o’ yers—” She couldn’t help the slight irritation that seeped into her voice, despite knowing quite well that it wasn’t really the fault of those Ponies, “—ain’t gonna show ya how to have fun, then ya bet yer sweet titties I am!”

A squeak made its way out of the mare from that declaration, but Fluttershy wasn’t looking away, her shocked face still locked onto the Avian that held it in her grasp. She remained like that for several seconds, just frozen in place, not even blinking, but eventually she was forced to close her eyes for some more seconds, seeming to try and ponder her choices while letting her face cool off, even if just a bit.

And eventually, she opened her eyes back up and looked right back into Celaeno’s waiting pair, and squeaked out, “[size-0.9em]O-okay..!”

“Yer a beaut’, lass. Can’t say it enough.”

Fluttershy squirmed a bit as she lay across her couch, Celaeno standing just before it and eyeing the mare up, unable and unwilling to keep those words to herself. The Pony truly did have a lovely form, one that was tall, yet plush—and while she had removed her outerwear and set them atop the coffee table just behind the Avian, and albeit more hesitantly, removed her modest set of pink underwear and set them there as well.

“U-uhm, t-thank you...” Fluttershy mumbled, her meek voice difficult to hear over the wind and snow continued to whip at the windows and the fire that crackled in the fireplace, and she kept her arms locked around her belly, clearly too embarrassed to know what she should have been doing.

However, Celaeno certainly did, and that started with a safety measure. Backing up a couple steps, she sat down on the table and reached down for her peg leg, grasping its base right below her knee. “I’ll take this off fer a bit, lass,” She spoke to the Pony, who was watching her with a tint of confusion through her embarrassment, “She’s pretty sharp, and I don’t want her ta hurt ya, ya hear?”

“O-oh.. o-of course...” The Pony muttered in understanding, but she wasn’t able to help the surprise that came on her face when she unclasped the golden band of her green crystalline leg, the seam at the front of it splitting open just a bit, giving her enough room to pull it off. What was left underneath was a simple stump, misshapen and discoloured from the auburn of the rest of her leg, though it held no shame for the pirate it was a part of.

“Pretty crusty, eh?” Celaeno snarked, making sure to keep the lovely mare before her aware that it wasn’t something to worry about, and she hefted around the sharp blade that usually served as her leg. “Leaves me solid weapon no foot ever gonna top, I tell ya!” She added with a smirk, and then set the blade down on the table beside her.

Next, the one-legged Avian had to stand up and hop the short distance over to the couch where her amour was waiting—or rather, worrying after her once again, with wide eyes and an open maw. Pausing in place, Celaeno sighed as she looked the mare in the eyes, and said, “I been dealin’ with it fer some time, lass, and this ain’t nearly the worst place I been doin’ it. Ya worry too much ‘bout others fer yer own good sometimes, lass...”

The pirate shook her head in some beleaguerment as she resumed hopping over, and when she finally arrived at the couch, she made sure to try and explain, “Yer a kind lass, I be sure o’ that. But.. not all everbody’s problems are yers ta solve.” She watched as Fluttershy bit her lip as she looked back, seeming to digest her words for some time. Soon enough, the mare looked away in thought, keeping the Avian on edge for some time longer.

Eventually, Celaeno sighed again, and reached down to grab the Pony’s hands off her belly, then pulled them up away from said belly, which the Avian promptly sat her rear down on. “I don’t ‘spect us to always agree on this bologna,” She muttered half-heartedly to the mare, who was more preoccupied with her face burning once more from someone sitting on her! “I be pirate, after all, and you a lil’ Pony. Jus’...” She trailed off for a second, then smiled fondly at the horribly embarrassed mare beneath her, and finished, “Have a bit o’ faith that I know what I’m doin’. A’ight?”

The little Pony could only stare back with her flaming cheeks, looking up at the pirate with lust swirling through her body. Her wings twitched on her back, only barely visible from the front, but then a stifled, warm sigh left her mouth and her wings slowly spread open, one able to fall over the edge of the couch while the other had to go up the backrest. A faint, low moan rumbled up through her throat as her eyes gained a glossy tint, so enraptured by the sight atop her that it managed to bypass her shame. “O-okay...” She more slurred than mumbled, eyes looking to lock with the Avian’s.

That look gave Celaeno pause for just a moment; the mare seemed quite drunk on her lust, unable to resist the volume of it that suddenly overcame her, and hardly even trying to resist. That look, so deliriously full of awe and admiration... was one the pirate could get quite used to.

Smirking down at the mare, the Avian twisted her body so that it faced the mare, one of her legs rising up to go over her and secure itself to the Pony’s side, with both their arms falling down to the Pony’s sides as well. Celaeno was then left practically riding the Pony, legs spread across her with her own crotch pressing down into the mare’s plush and warm belly, and it all forced her to feel some of that awe and admiration for the mare below.

The way the room lit up, a cold white all around, but with a warm orange coming from the fireplace—it struck Fluttershy it a way that showed off how truly beautiful she was. The pale yellow of her fur was inviting enough as it was, but the firelight gave it a tint of orange along only the part of her that faced it, and it nearly seemed to make the mare glow. The pastel pink of her mane was lit almost entirely by the firelight, coloring it a lovely vermillion that accentuated her face, splaying out once it fell down to the couch cushions and making it almost look like a flame on its own.

The true shape of Fluttershy’s body was a lovely sight as well, and the fire only made sharper each curve and bend of it all. The mare’s breasts were all too easy to focus on, with a pleasant size and heft to them that would no doubt feel great to squeeze. Her belly below was soft and shapely, well befitting the motherly care she gave anyone that needed it. Her arms were long, but sturdy, showing evidence of all the physical work that must’ve gone into caring for all the animals she loved to gush about. And her face, with eyes filled with bliss and maw split in a smile that knew only love and kindness... it was perhaps the most lovely sight out of them all.

Celaeno could feel warm swirl around in her body, a sense of comfort washing over her, but there was also a deeper feeling of heat growing down below, and her eyes fell away from her amour’s body for a moment to watch her tool of pleasure begin to show itself. Her crotch was split by a slit, which may have looked inconspicuous on its own, but now was beginning to show its true purpose, with a pink spire growing out from it. It took its time, slowly pushing out over the course of several seconds, with mere centimeters of warm, turgid flesh turning into full inches of it, and still growing further.

And then, finally, it came to an end, with her nine-inch long cock out in the open, and bobbing lightly with the blood that flowed through it. It rose up out of her crotch like a slightly curved blade, but instead of slicing the flesh of foolish adversaries, it was going to fill up a lovely mare with warmth and seed.

And, as Celaeno looked back up at the mare below, seeing the beautiful face that outshined the rest of her upper body, the well-equipped Avian was reminded that there may have one spot that could have appeared even more inviting than the mare’s smile...

Keeping her eyes on the Pony’s for the moment, Celaeno pulled her hands up and onto the mare’s belly, and she slid herself backward across it, and then further down across the mare’s legs. Only when she had reached the lower legs did she stop, and placed her claws on one of the mare’s legs, slowly pulling it out from under her own rear, mindful of her balance atop the other leg due to only having one of her own. She settled the first leg into a bent position just in front of her crotch, still blocking the mare’s own, and only then did Celaeno pull the other leg out from under her, even more mindful of her balance this time as she was lowered down onto the couch itself.

Finally, with both of Fluttershy’s legs before her and her own rear stably set below her, the Avian was free to grab the mare’s legs and pull them upward and away from her crotch, exposing it and the rump it sat within. And it was delicious, a combination of everything that made the rest of the mare’s body so lovely to look at was packed together here; the size and sensuality of it all, a motherly plumpness and weight, an inner strength that came from years of toil, and a tantalizing inner warmth that must only know love.

And she was going to fill it up with love—but not right then, for she had enough manners to prepare herself and the lovely lass below her for what was to come.

Sliding her lower body forward, Celaeno kept her hot member above the mare’s entrance until their crotches nearly touched, at which point she locked eyes with the mare, whose face only said how much she wanted that cock inside of her. Smiling with a hint of teasing down at her, the Avian shifted her hips so that her cock fell down onto Fluttershy’s vulva, which made both creatures gasp softly from each other’s heat.

Celaeno could feel just how ready the mare below her was, her soft pussy pressing into the Avian’s cock and feeling so very hot and wet against her most sensitive part, with the latter aspect only getting shown off further as she begun to slide her cock back and forth the mare’s entrance. A soft, yet delightfully lewd sound of ‘shlick-shlick’ came out from those sets of genitals meeting, squishing into each other and faintly distorting their shape—though much more with the vulva, the Avian’s tool much stiffer from its owner’s lust.

That squishing became more intense as Celaeno pressed her cock harder down into the Pony’s vulva, covering the entrance tucked inside with her length and girth, and drawing more wetness out from it as the ‘shlick-shlick’-ing got even louder. A quiet, gasping moan snapped the Avian’s attention away from the intercourse for a moment, drawing it up to Fluttershy’s face, with her mouth popped open just a bit and her eyes distant and unfocused, with the feelings coursing through her body something that she clearly hadn’t felt in quite some time.

With that lovely face aglow in pleasure, Celaeno could only feel that it wasn’t enough; that lass had done so much for her, and countless others... why should she hold back against giving her absolute bliss?

Pulling her hips back further, the Avian led the tip of her meaty spire to slide across the dripping entrance to her amour, and when she arrived right at the base of it, she didn’t bother hesitating before pushing her cock in.

“O-ohoho..!” The sweet-sounding moan came from the mare, the pleasure bubbling out of her into nearly a laugh from how it overcame her inexperienced body. That body, which pressed tightly together around the member that was entering it, clutching onto it tightly, yet continuing to let it slip further inside due to just how wet that tool had become from all the marejuice slickened over it from its previous teasing.

Further and further Celaeno pushed her cock in, able to hear its faint ‘shliiiiiip’-ing inwards and able to see more and more of her meat disappearing into the Pony’s pussy. That pussy, which continued to grip at the Avian’s member, clenching and unclenching slightly from the pleasure that made her moan as she did, which well matched the pleasure rippling up through the cock and its owner. Celaeno let out a low, lustful hum as she saw the majority of her shaft vanish into that tight, wet entrance, able to feel more and more of that very tunnel surrounding her buried tool as yet more of the thing made its way inside, until...

A soft ‘plap’ sounded out as Celaeno’s crotch smacked into Fluttershy’s rear, with no more of the former’s dick able to be stuffed into the latter’s snatch. As such, the Avian let out a long, blissful exhale, feeling the pleasure flowing up from her sex wash over her, easing any pains she may have and warming over any chill that may have remained from her time outside. Focusing her attention downward, she could see the mare in a similar state, though shuddering somewhat as she breathed out, the pleasure of something so hot plunged into her depths clearly not something she had known for quite some time.

The Avian let the moment rest for a time, just allowing both of them to get used to the sensations of their bodies pleasuring each other, but she was quiet eager to continue on, and had a hunch the Pony was as well. “You a’right there, lass?” She asked of the Pony in question, her voice breathy with lust, but still making the mare stir as she seemed to recognize something was being said to her, and blinked a few times before managing to look up at the Avian, though the confusion on her face made it clear she didn’t actually understand what was said. “Ya ready to go on then, lass?” Celaeno asked in response, locking eyes with the mare and making her concern clear in her tone, “Fer me ta show ya a heck of a time?”

For a moment, Celaeno thought that that question wasn’t registered either, but Fluttershy did soon enough smile back and nod happily. “O-oh, yes...” She mumbled, still clearly somewhat drowning under her lust, her eyes practically popping up with hearts as she spoke, “P-please fuck me...”

The way such a dirty word left such a innocent lass... Celaeno practically gasped at the feeling it brought her. “With pleasure, love.”

Gripping tighter onto the mare’s legs, she she began to thrust; a swift pull of her hips back kicked it off, but she pushed her cock right back in with no hesitation, and her rhythm quickly developed. The sound of it was music to her ears, the metronome of ‘plap-plap-plap’ as her hips smacked into Fluttershy’s butt, the wet sounds of her cock getting stuffed into that mare’s pussy and pulled right back out, and all punctuated by the sporadic grunts and moans that came from both creatures. Fluttershy was quiet, but consistent with her many squeaky moans of euphoria, and Celaeno was more reserved with her faint grunts of exertion from each thrust of her hips, all while she felt the pleasure suffusing through her in waves.

The way the mare’s pussy constricted around her cock while she plunged in it, and tried to keep a grip on it as she pulled it out, it stoked a fire within her loins—one that was still no more than a quiet campfire, but would no doubt become a great conflagration in time. For now though, the Avian continued to simply thrust, feeling the heat and wetness from the tunnel surrounding it through her dick, and the way that that tunnel squished her dick ever so slightly down to size, smushing its heat and wetness into the thing.

Celaeno kept her eyes locked down on the mare herself, watching her eyes lose focus again as she hung her head back, tongue spilling out of her maw as she panted in pleasure. Her whole body was getting pushed back and forth slightly by the thrusts into her sex, and while her head was affected just a bit, wobbling back and forth with her mane carrying on its waves, the real effects were shown just a bit lower...

The Avian had certainly noticed how lovely Fluttershy’s breasts were before, but they way they moved now only made it all clearer. Her body may not have been shifting around too heavily, but the weight of those tits were making them lurch back and forth in a slim oval, moving almost hypnotically to the other creature, stirring a desire within her. Her eyes trained on those delicious looking things for some time as she kept knocking them around from below, and it wasn’t long before she felt that their current position was... inadequate.

Slowly, Celaeno began to pull the mare’s legs open a bit wider, allowing the Avian’s torso more room to lean downwards over the Pony. Removing her claws from those legs, Celaeno made sure to keep her balance while she maintained her thrusting, albeit at a slightly slower rate, and it was only until she had placed her claws atop Fluttershy’s wobbling chest and reassert her balance could she begin to thrust with more fervor.

Her pace sped up and the sounds that came from it all got faster and louder; the regular ‘plap-plap-plap’ the clearest example of that, but the ‘shlick’s of her cock could be heard picking up as well. That was all accompanied by the sensations of those actions getting stronger and more fervorous, with the smacks of her hips against Fluttershy’s bubbly butt feeling harder and more solid, and the way her cock plunged into the mare’s depths, the tunnel sliding across her length while squeezing it in...

“Nnguh...” A short moan left Celaeno’s throat, and she refocused herself on the sight below her, with her new position allowing her full usage of the lovely breasts within her very grasp. She wasted no more time before squeezing them and squishing them together, feeling just how big and soft they were, all while the moans escaping their owner picked up in volume. However, as her talons scraped across those breasts’ velvety soft flesh, they soon came up to the pair of erect nipples protruding from the breasts’ peaks, and her all-too-eager claws couldn’t help but pinch those sensitive nibbles of flesh—and that forced what was practically a squeal of pleasure out of the mare!

Fluttershy’s lovely voice faltered as her pussy kept getting stuffed by the Avian’s cock, her short moans with each thrust now giving away into longer, guttural groans of pleasure, only separated by heavy pants from all the exertion getting to her body. Celaeno could tell her orgasm was coming closer, though the Avian herself was a bit behind, only now feeling the tension and heat deep within her loins really beginning to ramp up now, but she was determined to finish both of them off as best she could.

She begins to thrust even harder, ramming her cock down as deep as it could go into mare’s pussy and with enough force that all the juice that snatch was producing started to get splashed outward and lightly spattering across both creatures’ crotches. Celaeno tightened her grip on the mare’s breasts, squeezing them down with her palms and scraping through her fur with three talons on each claw, the other two pinching and tweaking those rigid nipples—and while she may have been enjoying working out her lust on the Pony in such ways, the Pony herself was clearly enjoying it even more.

Fluttershy was constantly sputtering out short squeaky moans and longer throaty groans, and her voice was starting to grow dry from all its usage, but her outbursts of pleasure only continued to pick in volume and frequency. She was getting close, and her pussy was clenching sporadically around the rapidly thrusting cock, its owner keeper her pace up, being so very eager to please the lass, and quite focused on giving her what she needed...

...So focused, in fact, that she was somewhat thrown off by a short noise, sounding almost like a hiccup, and the Pony’s arms suddenly wrapped around Celaeno’s body with her nails digging into the Avian’s back, and the mare came. Celaeno could feel the spasming of the mare’s vagina around her cock, squeezing the thing as it pistoned in and out, but also spraying marecum across her tool and both of their crotches. The Pony’s voice had devolved into short, oddly quiet squeaks, all the pleasure ripping through her body certainly more than she was ever used to taking.

Still, with how overwhelmed the little lass was, it only made Celaeno more eager to please her—and while she was getting the job done with that orgasm from the mare, she wasn’t going to stop until she turned the Pony into a quivering, inconsolable, pleasure-drunk mess. A lass that kind deserved that much.

Thankfully, she could feel the tension in her loins rising to a feverish point, and she could tell her own orgasm was just ahead, and so she sped towards the finish line. Thrusting her hips yet harder, her cock was rammed into Fluttershy’s squirting snatch faster than either creature’s active consciousness could process; it was just a relentless stream of pounding and plunging that tool all the way in until it reached the mare’s innermost depths.

Celaeno couldn’t stop the lustful, exhausted panting coming from her beak, nor the grunts and growls of pleasure from how close was getting. Her hips were running on pure lust and adrenaline, numb to their own exertion as they went on autopilot, and her claws haphazardly skimmed around and squished into the Pony’s boobs, unable to keep themselves still. She could feel Fluttershy’s nails continue to scrape across her back, they too unable to sit still as their owner kept squeaking in her deliciously cute voice...

And then finally, Celaeno felt that tension in her loins burst, and waves of pleasure rolled over her as she came. She clamped her claws tight around the mare’s boobs, and felt her cock surging with cum, and shooting it straight into that mare’s vagina. She forced down her thrusts in order to feel her cock throbbing in that vagina as much as possible, shortening the length of her plunges, but still thrusting just as hard. Guttural groans escaped her and joined the squeaks of her partner, squeaks which only became more high-pitched and lustful as cum shot into the mare, filling her up from her lowest reaches.

She let herself ride that orgasm as long as she could, feeling the pleasure rolling up through her body and making her feel so very warm, with her cock continuing to throb and surge and splurt out cum. She moaned and groaned, her ears swimming in the sounds of their sex, the ‘plap’s being overtaken by the creatures’ voices, but still serving to display just how debauched the pair had gotten.

That whole cacophony lasted for some time, but it did eventually begin to fall away, with Fluttershy’s voice being the first part, her squeaks slowly fading into little more than quiet grunts as her pussy stopped spurting as much fluid across both creatures’ crotches. Her hold on the Avian that kept cumming into her weakened and her nails stopped dragging through her flesh, instead just stroking across her back in a wandering path, with no direction in mind but to wait for the Avian to finish off.

And soon enough, that came to happen as well, with the pleasure rolling through Celaeno slowing down and the spurts of cum from her cock getting weaker and weaker. Her thrusts slowed down in turn, just simply drawing the dwindling orgasm out as long as possible and milking her cock for as much cum as she could, but her exhaustion began to wear down on her now that her adrenaline was fading and she was able to feel it.

The waves of pleasure then slowly faded into a calm, albeit quite exhausted afterglow, with Celaeno finally making her last few thrusts and resting her crotch against Fluttershy’s, the former’s cock still lodged deep within the latter’s pussy. That placement, as well as the way both creature’s were entangled with each other’s bodies, Celaeno’s claws still gripping the Pony’s boobs as she laid her own chest down on them, and said Pony’s own hands grasped against the Avian’s back, filled them both with a sense of pleasure, but one distinct from the rip-roaring sexual feelings that were now fleeing them—no, instead it was a calmer feeling, one of warmth and relaxation rather than heat and tension.

That sense of afterglow was enough to overcome any other discomfort that may have otherwise distracted them; namely, the exhaustion within them and the sweat and other juices that had dampened their bodies. The room they were in was still somewhat warm from the fireplace, but the fluids across their fur and feathers made it feel more hot and sticky, with that stickiness nearly gluing their bodies together where they met, but neither creature cared to move. Instead, they just let themselves relax from their intense bout of lovemaking, and panted out hot, heaving breaths from their exertion.

It took some time before the relative silence was broken, and it was by a faint voice from the Pony, who asked with a twinge of concern, “A-are you.. alright..?” The Avian was forced to blink at the voice, needing time to register and process it, but even when she did, she ended up looking down at the Pony’s eyes with a confused, slightly deadpan, and generally unbothered expression. “W-well...” Fluttershy mumbled, glancing away for a moment, but then looking back as she tried to explain, “You.. j-just got out of the b-blizzard...”

“Ah,” Celaeno returned with a light-hearted roll of her eyes, “I’m all peachy, lass. Had a lovely time.. fuckin’ ya silly.” Locking eyes with the mare, who’s muzzle was growing a hot shade of crimson, she pushed herself up so that her beak was just in front of the mare’s muzzle, and then she knocked the side of her beak against that muzzle, giving her as much of a kiss as her beak would allow—which did get the message across, if the further blushing from the Pony was any indication. “Let’s jus’ rest up fer now, yeah?”

Biting her lip heavily in embarrassment, Fluttershy did manage to nod after a second, which let the Avian pull herself back down so her head rested on the mare’s breasts, serving as a pillow while she closed her eyes. Fluttershy could only fidget in that position for a short time, but eventually forced her own eyes closed so that she may get some rest as well.