Duet D'Amour
By StormbadgerXIII
Your heart is pounding like a timpani drum as you walk down the streets of Canterlot, the snobbish ponies walking along with their noses so high up in the air they couldn't see past the clouds which were overcasting the capital. You wonder why there was a rainstorm today, but you can't get everything you wish for. Your violin, nestled snugly in its case, is held in one hand, the other hand itching to reach for an umbrella you don't have. You don't want to walk back home with a soaked coat and a slightly-damp cello. Nor do you want to seem rude to the mare you were visiting - a well-known cellist by the name of Octavia.
You had first met her when you first attended Canterlot's prestigious Harmonic College for the Arts. You were mainly focused on other things, but art had been, and still is, a great passion for you. You were but a few years younger than you are now, when you had first met her. She attended the music classes you did, and you quickly got to know each other by name. A couple of years later, you two both graduated; her, with a better result, and then never met until recently, when you decided to try out for a role of violinist in the Royal Canterlot Orchestra; a position which would have made you quite well known, as Octavia had managed herself. Of course, being out of practice, and nervous as all hell, you failed.
Octavia had offered to lend a hand to you after you shamefully staggered away from the tryouts with a 'no, sorry, we're looking for somepony more qualified'. She had arranged a meeting with you tonight to help improve - maybe if you had paid attention in class instead of staring at her breasts-
A hand reaches up to your face and slaps you. A second later you realise it was your own. Maybe you should stop thinking about Octavia's breasts. It's not helping your nervousness.
Ah, but she is a beautiful mare, bosom aside. Her grey coat, a rarity in Equestria, seems to always have a lustrous shimmer to it, like she were coated with strands of dark silver. Her mane, long, black and fine, always flowed in the wind when she walked. And her glamorous lavender eyes, like pink spheres of-
You halt yourself. You studied music, not poetry.
You look around, pulling out the map from your jean pocket. A house in this street, number 14, was circled, an elegant cursive script in Octavia's handwriting designating it as her humble abode. You look down at the street numbers, and smile. Not far now.
The rhythm in your heart speeds up with every step, like a stirring symphony building up to its crescendo. Your throat feels dry, your mouth sticky. You do not have anything to drink with you, so you simply gulp, grin and bear it.
Soon, you're standing in front of her house. For a mare as famous as her, she should be living somewhere more... posh, you reckon. Maybe she just wants to not try and make herself seem rude. Maybe she just doesn't have the income for a mansion? Maybe she's spending it all on other things.
A movement in the window catches your eye, the curtains fluttering a little. Your logical side thinks it's just the wind. Your other side says it was probably her. You ignore both and keep walking, stepping in front of the door. Your hand hovers for a second, before you steel your courage and rap your knuckles on the door twice, stepping back and straightening your shirt up.
After a few seconds you worry she hasn't heard you. You almost step forward when the door opens half-way, revealing the mare who summoned you, wearing a dark, almost black, dress, which matches her mane in colour. She looks at your face and smiles warmly, swirling a glass of wine in her hand.
"Ah, there you are." Words can't describe her voice. Hearing it after you failed was one thing, a sweet comfort to your damaged heart - hearing it now is something else entirely. "Do come in, make yourself comfortable."
You nod and oblige her, stepping in. The outside of her house might be fancy, but it does no justice to the interior. The walls are a smooth, deep earthy brown, the carpet on the floor a rich crimson. A number of paintings on the wall, each depicting famous figures in Earth pony history, adorn the wall. You whistle to yourself as you look around.
"Would you like something to drink?" Octavia asks, turning from a doorway to look at you. You simply shrug and ask for a glass of water. Your dehydration becomes notable on the prospect of water.
You look around further. To your left from the doorway is a similarly well-furnished room, a double bed in the centre, neatly-pressed white sheets covering it. You turn your head the other way, and see the lounge room, which contains some couches of a near-identical crimson. You take a seat on an armchair, placing your violin case down beside you, as you relax into the plush heaven of a couch so comfortable it feels like a cloud.
Octavia appears after a moment, holding a glass of wine in her right hand, and a mug in the other; a plain mug, not some silly mug with a picture or phrase on it. "I'm afraid I have no clean glasses left. I hope this will do."
You thank her graciously, and gingerly take the mug in your hands. You quickly take a few gulps, then swirl the rest around in your mouth, letting the water soak into it, before swallowing it. You exhale loudly, closing your mouth with a fist over it as you burp. You apologise, but Octavia simply smiles and dismisses it.
You ask when practice will start. Octavia takes a seat on the double couch, sitting at the edge of the seat, swirling the glass around. "If you want, we will begin practice in a short while. I thought it would be a good idea to relax, you look exhausted."
No arguments there.
"I'm afraid I never really got to know you terribly well in the College. Tell me a little about yourself." You protest a little but her look on her face wills you on.
You start with the basics; name, little bits of history, some things you like. All simple stuff, really. Octavia seems ok with what you've told her, but probably not completely satisfied. But there's not much else to you, you think, so you say nothing else. You return the pretty grey mare's question, and she doesn't seem surprised.
"Well, I'm sure you know my name already, and considering my talents you could already guess I am quite interested in classical music." She smiles and leans a little closer. "I'm also interested in fine wines, as this glass may show and, well... I'm quite an avid fan of history."
History? You hadn't expected that from her.
"Oh yes, history. It's so fascinating to learn about ponies from the past and how they went about their lives. Most ponies only think of the battles and the deaths, but there's more to it than that." She smiles, seeming really keen on this subject. It's adorable to watch.
After a half hour of idle chat, you finally decide it's time for some lessons. Octavia nods, points to your violin case, and asks you to play something. Your heart speeds up again; you're going to be playing while this mare judges your every note, every stroke of the bow. But practice is practice, and if you're going to improve, you have to get over your fears.
You draw your violin out, making sure it's nice and tuned, and then begin to play. You try your hardest, you really do, but the notes don't sound right, and you keep fumbling your fingers. At one point, you drop your bow, your face flushing and your coat feeling prickly as you stammer an apology. All throughout, Octavia sits there silently, smiling. Finally, and to your relief, you finish.
Octavia gives you a small round of applause. "Well done, though I did notice some mistakes, but that's to be expected." She appraises you again, before saying "let's try that again, shall we?"
You try again, and although you go better and don't drop the damn bow, you still feel like you suck. You wrap up again, your face feeling hot, as you bow to Octavia's much more energetic applause.
"Again, some mistakes. It's not the notes you're playing, those are fine, but it's the way you're holding the violin." She stands up, placing the glass of wine down on the coffee table, and walks up to you, flicking her mane away from her front. "May I?"
You hand her the violin, and she takes it in her hands like a professional. Which, admittedly, she is, but you've only seen her play cello before. She plays a few notes from the song you were pitifully trying, then hands you back the violin. "Do as I do."
You try again, but you foul up again. She smiles and shakes her head. "No no no, your wrist has to be at a different angle." She moves up behind you, gently grabbing your wrists and moving them around, twisting the bow and violin in your mitts. Her hands are soft, the fur on them bristling tenderly on your own. Holding you in place, she begins to move your bow arm - admittedly, it's a lot more comfortable now, and the bow glides across the strings. Then you feel her sizable chest pushing against your back, and your face flushes more as your body tenses.
"What's the matter?" Octavia asks with concern. "Did I hurt you?"
You tell her nothing, though it takes her a moment to realise herself. She lets go of your wrists and takes a step back. Turning to face her, you notice her face has turned scarlet a little as well, most likely from embarrassment. "I'm sorry, please, continue."
You turn back, and close your eyes, playing the same song once again. Now that your hands and arms are in the right position, the song comes out much more smoothly, though you still miss a few notes due to inexperience. After a solid minute, you bring the song to a close, and Octavia is standing in front of you once again, apparently her composure regained.
"Well, you certainly did a better job that time, though there are a few little jumps to take care of."
For the next two hours, you, with the help of the beautiful grey mare, work to improvement, and you can feel yourself getting better every second you play. After a while she brings out her own cello, and begins joining along with you. At one point, your mind's focus shifted from your instrument to Octavia. You took in the beauty of her form as she played, each movement she made impeccable, and each note coming from the earthy wooden instrument like pure auditory magic. She stops as she notices you slowing down, to which you panic a little and face away from her, concentrating on the song.
Eventually, the two of you finish up, ending on a long, emotional note. She moves the bow away from the strings, smiling. You can't help but smile too.
"A few more lessons and you'll be eligible for the Orchestra." She stands and stretches, giving you a good view of her body entirely by accident. You look away briefly. "Well, that's all the practice we need for today." She stops for a moment while packing up her instrument, turning to face you with a smile. "Would you like to stay for dinner?"
How could you refuse?
Dinner was served after some time. It had taken a while to cook up, but it had smelled awesome. It was only six at night, but the clouds had become dark, and rain had started pouring down. Normally you would have had dinner wherever you could sit, but Octavia had insisted dinner was to be eaten at the dining table in the kitchen. The rain pattered against the windows, as the smell of cooked vegetables wafted through the house. Two plates were set up at either end of the dining table; Octavia, wearing an apron over her dress, had already served them up.
You sit down, and begin wolfing your meal down. After a second, you control yourself - you should be more formal. Octavia pays none of it any heed, or if she does, says nothing on the matter, and sits down opposite you, beginning work on her own dinner.
"I love the sound of rain." She mentions, after a moment of strong downpour. "It's like nature's own symphony. It's beautiful..."
You've never really thought about it, but now that you have... another crosses your mind: how are you going to get home in it?
Octavia continues, unaware of your fears. "It reminds me of my childhood, really. I used to love playing in the rain. I used to dance and sing and laugh. My father used to call out for me to come inside after a while. I'd walk in, cold and wet, but happy." Her eyes drift away from her meal, her fork hanging loosely in her hand. "Goodness, it's been such a long time since I've been out in the rain..."
You suggest the idea, but she chuckles demurely and takes a sip from another glass of wine. "Oh, I'm far too mature now to go out to dance in the rain." Though, to your credit, she does give it a moment's thought. After a while, and some more goading from you, she smiles. "As silly as this may sound for a mare my age, I think that your idea isn't nearly as bad as I thought."
She stands up, walking off to her room. "Excuse me a moment, let me just slip on something more appropriate." Her hips sway as she moves, her tail flicking left to right with them. You can't help but sneak a peak, your face once again taking on a familiar red shade. As soon as she's gone from sight, you grab your fork and quickly finish off your meal, neglecting to savour the taste. Octavia returns after a second, wearing a thick raincoat with a hood, and some rubber boots, all perfectly matching her colour. As practical as that gear is, she still has a sense of fashion.
She smiles, holding out a hand for you. Without thinking about it you take it, gently hoisting yourself up. The grip lasts for a second before you let go of each other, but it was enough for you to feel some sort of spark, your heart-rate increasing a little as if electricity from her hand has wormed its way to your chest. Though, you admit, it's a lot more pleasant than that.
Octavia leads you out through a well-cleaned laundry, to a door heading outside, and then to the modest-looking backyard of her home. The rain is pouring gently across it, creating small puddles of water over the chairs and table out there, pools forming in the softened earth below. The mare by your side grins and steps out into the rain, flipping open the hood of her coat, letting her luxurious dark grey mane soak in the downpour. You follow her out, your shirt becoming damp and clinging to your fur. The rain is cold, but feels nice. You look up at the clouds, shielding your eyes. The clouds are dark, are threatening to become darker still. Hopefully there won't be any thunder, but you can't be too sure.
Your gaze returns to the grey mare, who is now lost in her own little world, smiling blissfully with her arms outstretched. You can't help but smile at her; she has shown a side of herself, an adorable side at that, that she probably hasn't shown anypony in years. You move up to her, and she looks into your eyes, and barely manages to be heard over the rain.
"You weren't kidding when you said this was a good idea!"
You simply chuckle, watching her dance around, ballet-style. Compared to your list of talents, she seems like she can do anything, really - cook, play cello and violin, dance - and you begin to find somewhat envious of her. But it's a good envy, as weird as you think that sounds.
She walks up to you, flicking hair from off her face and beaming at you, grabbing your hand and bringing you out with her. Your hooves stagger, and soon she's standing out there, smiling. She hasn't let go of your hand yet.
"Voulez-vous danser avec moi?" She asks, to which you just blink a few times. You never had any foreign language classes. She chuckles cutely. "Ok, maybe I am starting to show off a little. What I said is: will you dance with me?"
You begin a protest, saying that you don't know how to dance. She smiles, grabbing your other hand, and brings it up. You feel yourself blushing again, imagining the rain hitting your face evaporating instantly. Never in your life had you expected to be slow-dancing in the rain with a beautiful mare. As she performs the steps, once again giving instructions, you feel your chest's symphony rise up again, edging to the crescendo, whatever it may be. She seems lost in her own world again, though she is looking at you too. She's probably just about as nervous as you are; if not, she might be as attracted to you as you are to her. It's hard to tell, but she seems to be enjoying it.
Then, as if Luna grew tired of it, your foot hits a mud puddle, slides out from underneath you, and causes you to fall back, Octavia still in your arms. Fortunately for you, the ground is nice and soft from all the rain. Unfortunately, it's wet, and thin mud splashes all over you, your clothes, and the grey mare.
After a moment, you recalibrate yourself, looking at Octavia, who is lying on top of you, groaning as she lifts herself up off you. "Perhaps we should practice that sort of thing indoors."
You nod, but cringe as mud seeps into your clothes and tail. You stand up, and suggest the two of you head inside. Octavia agrees, and soon the two of you are drying off slowly in her laundry. Despite having been under the rain for a long time, you feel a little... sticky. And the mud in your tail and on her doesn't help. A shower might be in order; you suggest to her that very idea. Naturally, she agrees.
"Only... one problem." She blushes profusely, rubbing her hand over her other arm. "I've been spending too much on my water bills recently. I'm trying to cut down on the usage, so..." She looks away, muttering under her breath; "we'll have to shower together."
Now it's your turn to blush. You stammer and protest, but she looks sternly into your eyes. "Unless you want to pay extra for your own shower."
You left your wallet at home.
"Then a shared shower it is." She points to your shirt and trousers. "You should probably put those in the washing." And with that, she walks off to the bathroom, her face still red. You blush, and remove your mud-soaked shirt and trousers, leaving you in an unmarried, if not damp, singlet and a pair of underwear. You awkwardly walk to the shower room, and you knock on the door - it would be extremely rude to burst in.
"Come in." She says. You inch open the door, and glance at Octavia. She has already removed her coat and dress, and is now standing there in her underwear. Again, the beat increases.
"Oh come on, it's not like you probably haven't seen other ponies in more compromising positions before." She snaps. It was true - but not this close. You step in, and without sparing her a glance you begin to start the water up. The mud in your tail is starting to dry up. You reach under the water with a hand, checking the temperature a few times.
"Not too cold, please." Octavia says, walking up behind you and likewise checking the temperature. "That's good..." She steps past you, but you look away before you can get a really good view. You quickly strip off the rest of your gear and toss them on the floor, then step behind Octavia, facing away from her.
For the next few minutes, as your bodies begin to get soaked by warm, cleansing water, you say nothing, only rub the mud and dirt off your bodies in awkward silence. For you, you've never been this close to a naked mare before. But the water is nice, and soon your tail and back remain absolutely mudless. Octavia turns the water off, much to your surprise, and steps out. Out of politeness you avert your gaze, as much as you want to sneak a peek. A towel hits you in the side of the head, and after a second to realise, you hastily wipe yourself down, wrapping the towel around your waist. Octavia is now dressed in a bathrobe, a white and lavender affair with a small treble clef sewn into it.
You mention you don't have any other clean clothes to wear, nor an umbrella. She sighs, smiling as she walks out of the room. "Then I'm afraid you'll have to stay the night."
You nod, grabbing your underwear and sliding it on. If your towel were to slip, you don't want to make her feel any less awkward. You walk out, and take a moment to have a look around the house. Aside from kitchen, lounge room, bedroom and laundry, the only other room seems to be a practice area, probably where Octavia plays and writes music. You find a seat on the armchair again, and relax into it. When it comes to it, you'll just sleep on the couch.
Octavia enters the room a second later, a couple of steaming mugs in her hands. "Coffee?"
You thank her again, gently taking the mug from her, blowing on it, then taking a little sip. The warm, brown liquid warms your stomach and chest, and a smile grows on your face. Octavia sits down opposite you, relaxing into the couch and sighing happily. A little bit of her voluminous chest is revealed, but she probably thought similar to you and is wearing a bra under her robe. She takes a sip of her drink.
You sit there in content silence, before you decide to ask a question: what was the College like for her?
She seems surprised by your question, if her raised eyebrow and glance have anything to say about it. "Well, it was great. I was doing well, my parents were happy with that, and I was learning how to be the best I could. I made some good friends, yourself included, and now I'm well-known." She smiles sadly at the last point. You lean forward to speak, but she continues again, her tone taking a less pleasant tone. "Of course, there were a few... less than enjoyable things. Like the tests in mathematics, the exams at the end of the year and the passes made to me by a number of sub-intelligent stallions who couldn't look higher than my chest..."
As a stallion, you could understand why they wouldn't look further up, but in your opinion the part above it is much better to look at.
"I'm sorry; I shouldn't be insulting them, but..."
You decide to move up to sit next to her, wrapping an arm around her shoulders. She smiles, leaning her head on your chest a little. "Of course, I turned down every pass. I wasn't interested. And, if worse came to worse, I did have a little bit of judo training."
Your envy rose a little more.
"What about you? How was your time at the College?" She looks up at you, smiling softly.
You shrug, mentally at least. School was pretty average for you. Lots of work, did well enough to pass, but not well enough for it to feel completely worthwhile. You were more focused on your job than your homework, and even then, you tended to look at the pretty mares, Octavia included. You say as much, wisely admitting the last bit. The grey mare nods, taking another sip of her drink. You decide to have a bit more, now that the coffee's cooled down a little. You can start to feel the caffeine working, but only barely.
After a while, Octavia looks up at you cutely. You blush a little, and she responds a little too. A question crosses your mind, but before you can stop yourself, you ask her if she's ever had a special somepony before. Immediately you regret asking.
Octavia, thankfully, doesn't slap you, punch you, throw you outside, pour her coffee over your crotch or whatever other horrors you mind could concoct. Instead, she just sighs, smiling that same sad little smile. "I did, but that didn't last very long." She looks away, taking another sip. "I wanted to find love, but he was one of those stallions I mentioned, except he had the decency to look into my eyes. We went out for a week, but we ended it when...” her voice catches a little. "...well, turns out I was really gullible back then." She sighs, leaning on a hand. "I thought he was the one, but that fellow only wanted to crawl into my dress."
You pull out one of your less... cultured expressions to describe him. Octavia pays your minor vulgarity no attention.
"Other than that, I have met a few others I thought I'd like, but...” she sighs. "I've never been confident enough to ask." After an inquiry from you, she just shrugs and leans back on the couch. "As weird as this may seem, I'm rather shy sometimes. I don't like it when I have many ponies around me, all asking me questions. And I'm hopeless when it comes to asking a stallion if he wants to go out for a meal or something of the like."
You frown, rubbing your chin as you think. Octavia's definitely got the looks and social skills, why should be so shy? You ask as much.
Octavia stops for a moment. In complete contrast to what you thought she'd say, she simply asks; "You think I'm beautiful?"
With your own blush returning a little, you nod in response. "Well... thank you. I do try to keep looking as good as I can, but... coming from you, that compliment means... quite a lot to me." She smiles. "And charming, you say?"
Another nod. She chuckles a little. "Well, I suppose I am pretty good around one or two ponies at a time..." She looks into your eyes and leans a little closer to you, a soft smile on her lips. Your chest starts pounding again, as your brain starts scrambling for understanding of what's going on.
She stops. "I-I'm sorry... I don't know what came over me. I just..." She sighs. "I guess I just lost control..."
You tilt your head and ask why. She sighs again, rubbing her eyes with a free hand. "I... I've just been so lonely recently. I've not had anypony over in such a long time and certainly not anypony I like..." She leans back onto the couch, looking up at the roof. "I have my music and my books to keep me company, but not a single living pony."
You ask about inviting friends over to her place. She chuckles quietly, though it's a sad chuckle. "All my friends are off doing their own thing. I do see them, just not as often as I'd like. Our last meeting was a month ago." You suggest writing them a letter. "Oh, I do. And I do get replies. I just like having them here, to hear them laugh at my jokes, to see them smile..." She drifts off slowly, her lovely pink eyes looking away from you. She shuts them, sighing and standing up. "I think it's time for some sleep..."
You ask where you could sleep, considering there's only one bed in the house. She stops for a moment, looking around. You suggest the couch, but she shakes her head and refuses to let you sleep somewhere so uncomfortable. Despite you saying otherwise she still doesn't allow you to sleep there. Stubbornness is one trait she has definitely inherited from her Earth pony origins.
But the matter still remains; where do you sleep? I mean you can't-
"W-we could always share the bed."
...apparently you can share the bed with Octavia. Both of you are, once again, turning scarlet, her moreso. "I mean... it's large enough for three ponies."
Well, there is that. You begin to question any implications sharing a bed with a stranger might bring up, but she dismisses it. "It's just an act of kindness, really. Besides, nopony will find out."
If Octavia hadn't said that last bit so unwaveringly and neutrally, it would have almost sounded like she was trying to seduce you (a stupid notion, you think). She finishes off the last of her coffee, and then heads off to her bedroom. You look down at yours, decide not to finish it (drinking caffeine late at night, last you remember being told, would make it hard to sleep), and follow the grey mare. Already she has turned the light off and is underneath the white covers, squirming into a comfortable position.
You move up, and sliding off the towel when her head isn't facing you, you lie down, moving the blanket on top of your body and getting yourself comfortable, facing away from Octavia as she does from you. You slowly shut your eyes, and utter a quiet goodnight to Octavia.
"Good night." She softly replies.
You're just about to properly fall asleep, the caffeine still in your system, when a rustling of cloth and some movement behind you stirs you awake. You remain lying in bed, and after a minute expect Octavia to return, but when she doesn't after a while, you stir awake, rubbing your head and mane. Wrapping yourself in a blanket, looking like some sort of ancient pony, you stand up and step out of the room, looking around the house for her. She isn't in the lounge room, nor is she in the kitchen, bathroom or outside in the rain.
You move up to the door to the practice room, and you are about to knock on it, before you hear a low, deep note from a classic string instrument. It then slides into a solemn and slow song, a melody which works into your heart. It's not one you've really heard before, probably an original composition. You quietly open the door, peeking into the room: in the centre is a chair, Octavia sitting on it, still dressed in her bathrobe, eyes shut and her hands gliding along the cello gracefully. You sit there in amazement, stepping in slowly and quietly as she plays.
A couple of minutes later, she finally finishes her piece, sighing and wiping her eye. You slowly clap, startling her, before she smiles sadly. "Ah, good evening. Couldn't sleep too?"
You nod, internally blaming the caffeine and the awkward situation. She moves her cello to the side, placing the bow on the desk. "I come in here when I can't sleep, and play until I can't concentrate..." She looks at the clock - 2AM. "I've been up until 7 AM before. Quite an unproductive week."
You grab a seat from the side and bring it next to her, seating yourself beside her. You ask if there's anything you can do to help. She shakes her head.
"I don't think there is much you can do." She mutters sadly. "This is the sort of thing that can't be easily fixed..." She looks towards you, and gives another melancholic smile. "But... I really do appreciate your concern..."
You ask her what's wrong, just in case your thoughts were wrong. She shrugs. "I've just been lonely, I've already told you. I haven't seen anypony I love recently...” she trails off again. You wrap an arm around her shoulder, and she sighs, sniffing a little. "I'm a little scared... I'm worried that I've been so antisocial recently that I'm scaring ponies away - and that's not including my fame in Equestria and even a little beyond..."
The two of you sit there, Octavia pouring her heart out to you. Were you not too busy feeling sorry for her, you would think that this wasn't something to take lightly. Finally, she concludes: "...and I haven't been with somepony in so long, in fact, forever, that I don't think I'll ever find anypony..."
You ask, out of curiosity and out of wanting to help, what sort of stallion she's looking for. She responds with a little bit of a glare, but sighs. "I'm looking for somepony who's kind, generous, and isn't just after cheap sex... and just someone it feels... right to be with..."
You start thinking of some ponies you know who might fit the category. Of course, you have no idea if any of them would like Octavia, nor she them. In fact, the only pony you know who likes her is...
"...you."
Exact-wait, what?
You turn to face Octavia, and her eyes are wide with understanding. "I can't believe it... all this time..." She turns to face you. "I knew there was something about you..."
Huh?
She sighs, turning away again. "I just... well, after our moment in the rain... I knew it was more than just embarrassment of seeing you naked..." She glances at you, facing away. "I know it's silly, like some little filly who thinks she's in love, but..."
Now you understand.
You gently reach over to her chin, grabbing it and gingerly rotating her head towards your own. Her eyes are wide with anticipation. You lean in, her breath tickling the hairs on your lips.
And then you connect, your mouth wrapping around her own lips, softly at first, but it quickly builds up. Her arms move to wrap around your neck, her eyes closed and face red. Your own arms move up to curl around her torso, and you pull her closer, deepening your passionate embrace.
About a minute later, she pulls away from you, opening her eyes and looking into yours. She says nothing, but everything about her is telling you what she wants.
You'd be fine with staying at this stage, but Octavia's eyes change from deep love to... something else. "Please..." One of her hands moves away from your neck, running along your chest before meeting her belly. "I-I know it's a lot to ask of you right now... but... I need..."
Your own blush rises. She reaches down a little further, her fingers stopping just above her mound. You reach out and softly grab her wrist, eliciting a soft moan from her, as she looks into your eyes. You smile, give her a light kiss on the lips, and still holding her wrist you stand up, with the grey mare following close in your steps.
You lead her to the bedroom, where you flick the lights on, illuminating the scarlet space. Octavia seems to have sensed where your thoughts have gone. She simply smiles, moving up to the bed and laying down on it, untying her robe. You move up next to her, giving her another long kiss as your hand moves up to her chest.
With her help, you part the sides of her robe, revealing her bosom, still held with a bra. She slides the robe off and casts it aside, her face now almost completely scarlet. Her breathing, like your own, has become heavier. You reach behind her back, both giving her a little hug and moving your hands to the back of her bra.
A little fiddling later, you manage to undo it, her breasts bouncing a little as they lose some of the tightness holding them back from spilling out. With either end of the bra in your hands, you relinquish your hug, gently laying the chest supporting clothing, giving your eyes the sight of looking at her generous, grey-furred boobs.
Idly, your hand reaches up to her right breast, and begins caressing it gently. Octavia quietly gasps, releasing a slow, quiet moan of pleasure as you begin playing with her breast. Her hand reaches up to the other, and mirrors your own actions, little sighs coming forth from the grey mare's lips. You lean in, and flick your tongue over her now-erect nipple, then wrap your lips around it, sucking gently.
"A-ahn~!" Octavia throws her head back, her supporting arm moving towards her groin as she lays flat on the bed. You follow her down, mouth on her nipple the entire time. After a second, you move your head to the other side of her chest, beginning your work on that. Every little flick of your tongue is replied with a gasp or moan, and her hand which was once on the breast you're busy with moves up to behind your head, holding you down.
You move your lips away, releasing your grip on her bosom. Her belly rises and fals with her heavy breaths, her hand hovering just above her panties, a small, slowly growing damp patch in the centre. You inch down, grabbing the edges of her panties and sliding them down, exposing her wetness to the open air. Octavia lifts her legs to help, lowering and spreading them as the panties are free.
You lean in towards her slit, before: "Wait."
You look up at her. She looks down at you, a mix of apprehension and desire, like she really wants it but won't have it... yet. "L-lie down."
More than happy to oblige, you unwrap the blanket from around your body and lie on the bed. Already your grown member is pushing against your undergarments, almost painfully. The grey mare reaches up to the very edges, and slowly rolls it down, uncovering your slab as it sticks up. Her eyes grow wide at the sight of it. "Wow..."
Apparently it's rather impressive.
Her elegant fingers curl around it, clasping on tight, eliciting a soft gasp from you. She slowly moves her hand up and down your thick member, before leaning in and licking the base, her hand massaging the tip of your dick. You gasp and pant, bolts of pleasure zapping through your body.
Moving her hand to the base of your cock, she licks up the length a few times, her tongue flicking over the edges of the head of it. Looking into your eyes, she gives the tip a few licks, then with one warm breath she wraps her lips around the very top, sliding it down until the whole head is in her mouth, sucking gently on it like she's trying to draw the cum out.
She looks into your eyes cutely as she descends further, the rest of your member sliding past her lips and into her throat. You let out a short breath you didn't know you were holding in, moving your legs a little to help her get a little more of your member available to her. Taking the cue, she positions herself, and your dick, in a way where she can slide more of it down her throat. She does so, clenching her eyes shut as she pushes your throbbing slab of meat past her throat. A few seconds later, she pulls away, removing your member from her mouth, leaving the tip in and wriggling her tongue around it, before removing the whole thing from her maw, a small line of saliva connecting it and her.
You ask if she's ok. She wipes an errant tear from her eyes. "Just a little... big, is all." She clears her throat, giving your member another look. You move of the bed, asking her to lie down. She does so, her breathing slow and full of desire. You move up to her belly, kissing her under her bust, then lower, and lower, until you stop just above her wet slit. You can smell the juices, and your own breathing becomes laboured. She moans a little, awaiting your move. You lean in, and slide your tongue over her sex. She moans quietly, and after a few more passes, you flick your tongue over her slit a few times, before your hands move up and part her sweet lips, revealing her moist opening to the world. She gasps as you slip your tongue between her lips, licking up her juices before pushing it in. You can feel her walls close as she emits a sharp moan, muttering your name as you continue to wriggle around.
A minute of this later, you pull your mouth away, your lips soaked with her juices, before one of your hands that was parting her lips moves and runs between her moist crack. You lean up and look into her eyes as she pants, a long moan coming from her lips as you slide a thick finger into her. She tenses, and as you slide your finger in and out you can feel her getting moister with each thrust in. You slip your finger in as far as you can, rubbing it against the top of her wall as she gasps, leaning up and parting her legs further, juices starting to leak from her slit. You continue your routine of 'thrust-then-rub' for a little while longer before she nearly screams at you to stop.
You ask if she's ok. She nods. "I don't want to finish this quickly..." You pull your finger out of her, and watch her juices drip off it a little. She leans up, and sexily wraps her tongue around it, sucking up her girl-cum like a voracious vacuum. She smiles and, standing up to meet you again, gives you a passionate kiss, your tongues mingling and curling around each other. You part after a while, looking into each other's eyes; hers are beckoning you to take her, here and now. One of her hands wraps around your cock, squeezing and giving you a slow handjob. You start to reach for her slit to rub it a little, before she lets go and lies back down, parting her legs for you. "Ready when you are."
You move up to her, positioning yourself right above her as you rub the tip of your member over her sex, covering it with her juices. She breaths slowly, eagerly awaiting your next move.
You line your dick up to her love hole, and begin pushing in. After a second of difficulty, the tip of your slab slides in, eliciting a sharp moan from her and a grunt from you. You grab onto her hips, and slowly and carefully slip further in, stopping half-way before pulling almost entirely out again, going deeper and deeper with each thrust into her. With each one, Octavia's gasps and moans grow louder, her vaginal walls closing and releasing with each thrust, her body trying to milk your cock for what it's worth.
Soon, you've managed to fit almost all your dick in, and you begin building up a steady rhythm, slow at first but soon increasing the tempo. She supresses a scream of carnal pleasure, one hand moving up to her slit and she begins to gently fondle her clit. You hasten your thrusts, leaning over her and placing your hands beside her body. Her free arm wraps around your shoulder, and you look into each other's eyes, hers half-lidded and a soft smile on her face as she softly demands you to go harder. And, not wishing to disappoint, you follow through.
Your eyes drift from hers and you see her lovely soft bosom bouncing up and down with each pump into her sex. With one of your hands, you reach up and begin caressing her right breast again, leaning down to take her nipple in your mouth again. She can no longer hold back her screams, the very sound of which spur you on to thrust harder and faster into her.
Octavia begins to mutter something, and before you can properly make it out she screams again and her walls tighten around your dick. You can feel juices gushing from her, coating your crotch with clear, aromatic girl cum, as her body convulses, back arching and tongue hanging out of the side of her mouth. Soon enough, her whole body falls limp, as you pull out of her, looking at the soaked sheets near your genitalia with mild amazement. She pants loudly, her body still twitching a little.
"W-wow... that was... intense..."
You look down at your own member. You yourself have not reached orgasm yet. Octavia notices and smiles. "I... didn't say... we were... done..." She gestures for you to lie down across from her, which you do, your lubricated member sticking up to attention. Octavia crawls up to you, smiling as she begins to rub your dick between both voluptuous breasts, then moving further up to sit just above your member, poking at it with her slit. She inhales, before slowly sliding down all the way. You can feel your dick part her insides again, both of you gasping.
She sits on your throbbing slab for a while, before she begins grinding her hips against yours, massaging the tip of your dick. She then slides up until only the tip remains in, before slipping quickly down, repeating this motion until she starts building up her own rhythm. You start to instinctively move your hips up and down with her movements, pushing further into her. You both start moaning and gasping, as you grab onto her hips and begin guiding her motions yourself.
Something starts to build up in you, like a small fire in the tip of your member. Octavia's warm insides start tightening around you, as her moans become louder again. You reach up and grab one of her boobs, once again playing with it, your other hand reaching to her tail and grabbing that. She once again loses all control over the volume of her voice, screaming your name as she slams you into her again and again, before pushing down completely and once again reaching orgasm.
You barely hold yourself back, between the warm juices coating your dick and the squeezing from her vaginal walls. Octavia senses this, and pulls off, her body still shaking from the pleasure overtaking her body. She grabs onto your cock and begins a rapid and powerful handjob. You gasp loudly, and as your body begins twitching you feel her mouth wrap around the head of your dick, your seed spraying down into her throat. Your body, lost in its own world, reaches up to push her head further down, but your mind stops it before you can; instead you just hold her where she is. Soon, you finish cumming, and as you let go of a breath you didn't even realise you were holding in, your body falls limp.
Octavia pulls her mouth off, and she makes a show of gulping. You smirk with the energy you barely have left, and she returns it, lying down next to you.
"I have to admit, I thought semen would taste a little better..." She chuckles, caressing your chest with a hand. "Thank you."
You nod, yawning and closing your eyes. Tomorrow, you'll worry about what'll happen between you two, your clothing, and all that other stuff. For now, you just need sleep.
And, judging by the soft snoring to your side, so does Octavia. With the last bit of your energy, you roll over, wrap your arms around her, and give her a little kiss on the forehead, as she snuggles against you.
Everything went better than expected.
Author's Note
I have to admit, this was pretty tough to write. Ultimately I just wanted a sex scene with Octavia, because she is my favourite pony and I'm a bit of a perv sometimes. And while I could have instantly done that, I decided that I didn't want to make 'straight clop', instead going for a more story-orientated clopfic.
Wings of Fire, a fic you should definately read if you enjoyed this one, was a major source of inspiration for me. Hell, that's why it's an anthro fic rather than pony. To be honest I've always liked anthro ponies, but that's just me. RPs also help 
The major problem for this fic was working out when the sex would begin. Octavia seems to be the sort of mare who wants a genuine connection with somepony before letting them rut her. Trying to get the emotional catalysts into the story was tough, and the whole thing took longer than I had initially planned it (in whatever way a bunch of vague ideas count as planning), but it still ended up well enough.
I hope you enjoyed reading this 
and please, point out anything you thought was wrong or could do with a little bit of editing, so that I can fix it up and make this even more awesome. Also, suggestions for future fictions are more than welcome.
Stay awesome people,
~StormbadgerXIII
