Hearts and Hooves day. Something Twilight had always spent alone curled up with a good book. She'd never really cared either. As a filly she'd always been more interested in books than in ponies. Even as she got older her habits did not change. Not many colts were interested in a secluded bookworm and Twilight was too clueless to notice the ones that were. All that changed after she met Fluttershy.

It took Twilight a long time to understand her feelings for the yellow pegasus. At first she thought that friendship was meant to feel that way. In time she discovered her feelings for Fluttershy were stronger than the rest of her friends. She felt bad about caring about one friend more than the other. After a lot of talking with some of her friends she was assured none of them felt bad about it. In fact they seemed to embrace it. When finally Twilight admitted her feelings to Fluttershy she was relieved. A weight had been lifted. Afterwards her life became pure bliss.

Every moment spent with the pegasus was amazing. Both of them learned how to be in a relationship together. As one learned, so did the other. They were, frankly. the perfect couple. Always ready to support one another. Fluttershy got Twilight out of her books every now and then and got the unicorn to experience life. Twilight helped Fluttershy with her confidence issues. Since they'd been dating Fluttershy had never been more confident in herself. She was still the same shy mare but she was getting better. Now Twilight had a reason to enjoy Hearts and Hooves day.

Last Hearth's Warming Eve Twilight had tried a fruitless attempt at seduction. She'd felt silly and embarrassed. Luckily Fluttershy had reassured her and made the whole thing seem less humiliating. After assurances that they would one day reach that point, the two of them had enjoyed a quiet evening cuddled together. It was still one of Twilight's fondest memories.

Tonight was a new night though. They'd talked it over a lot in the last few weeks. After a lot of talking they'd agreed they were ready. The decision to do it on Hearts and Hooves day was decided only a few days ago. They thought it would make it more special somehow. They knew it was really only a day like any other; to them it was symbolic none the less.

Now Twilight waited for her special somepony to show up. The pegasus would be arriving shortly. Twilight had the library decorated almost exactly the same way she had last time. The dimmed lights, the candles, the rose petals leading to Twilight's bedroom.; The only difference is that this time something was going to happen for sure. Excitement and nervousness coursed through Twilight. She'd never felt anything like it before. Of course there was some fear too, but she knew everything would be okay. Soon her and Fluttershy would be one, together as they never had before.

Finally Twilight heard the door to the library open, then close. She heard the soft hoof steps of her marefriend climbing the stairs. She could see the outline of Fluttershy's hoofs under the crack of the door. Three gently taps came on the bedroom door followed by a soft "Twilight...?"

"Come in." Twilight called back.

Fluttershy entered. Twilight was on her belly her hoofs supported her chin. She gave her marefriend a warm smile before getting up off the bed and heading over to her. A soft kiss was pressed against the pegasus' cheek.

Fluttershy took a moment to observe the room. Everything was perfect. It was everything she always dreamed it would be. The atmosphere, the decorated rooms even the trail of roses. What made it even more perfect though was the mare before her. Somehow Twilight managed to seem even lovelier than usual. From Twilight's soft lavender fur to her shining shoulder length mane. She couldn't be any more beautiful. Fluttershy pushed a strand of her mane out of her eyes and gave Twilight a sheepish smile. Neither of them knew where to begin.

Twilight gestured her head towards the bed. Fluttershy followed and together they lay beside each other on the bed. They spend a few minutes just staring into each others eyes. Eventually the silence became awkward and one of them had to break the silence.

"You're sure you're ready for this Fluttershy?" Twilight asked.

Truthfully both of them knew that the other was ready. It was something that the two were expecting to be asked though. The two were too concerned for one another so it was natural to reassure each other; and themselves.

Fluttershy nodded. "Yes Twilight, I'm ready. Just, um,...I've never, um,..." Her words trailed off as her cheeks turned crimson.

Twilight placed a hoof over Fluttershy lips. "I know. Me neither." Twilight then leaned in and pressed her muzzle against the pegasus' for a soft kiss.

They locked lips softly for several minutes. They lost themselves in each other. What began as a soft kiss between two lovers grew in intensity and passion. Twilight rolled the two of them over so she was laying on top of Fluttershy. The two of them pulled away. "I thought I'd take charge. I just know how shy you are and I thought maybe it would help. Is that okay...?"

There was the mare Fluttershy loved. Always concerned for her. Fluttershy nodded. "Y-yes that's fine, just um...Be gentle." Oh, that was so cheesy...

Twilight giggled softly. "I've been reading a lot of books about sex lately. To try and inform myself. If I do something you're uncomfortable with just tell me, please."

Another nod from Fluttershy.

The time for words was over. Twilight leaned back down towards her marefriend and hungrily took her lips with her own. Their lips locked together over and over. Twilight's tongue gently prodded Fluttershy's lips; asking for permission which the pegasus granted. Twilight's tongue sheepishly explored Fluttershy's mouth. The unicorn wrapped her tongue with the pegasus' who put up a surprising struggle; perhaps wanting to make things interesting for Twilight. The drew apart panting.

Twilight leaned down a little farther to take the tip of Fluttershy's ear between her teeth. She bit down softly which gave her an almost inaudible moan from the Pegasus. This was the first time Twilight had ever heard Fluttershy moan like that and she wanted to hear more. She bit down again, a little harder. Her tongue then lapped once at her marefriend's ear. A soft trailed of kisses was led down Fluttershy's cheek towards her neck.

Fluttershy could feel Twilight's breath against her neck and it made a shiver run down her spine. Her body felt hot, as though she were burning up but not in a completely unpleasant way. Everywhere Twilight's lips or tongue went the heat would intensify and it would build up at a specific point on her lower body. She'd never felt such physical attraction. She wanted Twilight now, badly. Perhaps it was her inexperience that made her so sensitive; regardless the sensations given from Twilight were fantastic and the shy pony was eager to experience more.

Delicate kisses were delivered to Fluttershy's neck. Up and down Twilight kissed along the soft yellow fur of her marefriend's neck. When Twilight reached the base of Fluttershy's neck she delivered one long, slow lick up towards the pegasus' chin. Fluttershy shivered again and a soft cry escaped her lips. "O-oh my..." Twilight stopped, unsure of herself. Fluttershy raised her chin and looked down towards the unicorn. "P-please um, don't stop. It feels...Wonderful."

Twilight could only giggled again. "Don't worry. I'll try to make you feel even better."

Then Twilight resumed her attack on Fluttershy. The kisses, licks and bites came faster and harder. Fluttershy squeezed her eyes shut and buried her muzzle into Twilight's midnight purple mane. She let out several pleasured whimpers from Twilight's ministrations and the pegasus could feel her marehood beginning to become moist.

Twilight nuzzled her muzzle into the soft fur on Fluttershy's chest. She breathed in and took in the incredible scent of her marefriend. It was kind of like nature, floral somehow. Sort of like that scent when somepony walks outside on a fresh summer day. Or the scent of a large field of flowers. Regardless of what it smelled like exactly it was relaxing, and surprisingly arousing to Twilight.

Twilight's own arousal was threatening to overpower her at this point. It was all so foreign to her but so invigorating. The unicorn had never felt such lust in her entire life. She was overcome with the desire to please Fluttershy; then there was also the desire to relieve herself. There was a fire building inside her, pressure building and she needed release. She squeezed her thighs together and focused. Fluttershy first Twilight thought to herself. It was important to Twilight that Fluttershy had a good time.

Trails of kisses were placed on Fluttershy's chest. The trail led down Fluttershy's belly, the pegasus still squirming in delight under Twilight's lips the entire time. Finally Twilight reached her destination and was greeted with the sight of Fluttershy's soaked marehood. Twilight took the scent in, also surprisingly arousing. It was strangely sweet. Twilight's eyes drifted up to look upon her marefriend's face.

Fluttershy had brought her hoofs up to cover her eyes. Her face was redder than it had ever been. Twilight's looking at my... she couldn't even finish her though. She let out a loud squeak. One yellow hoof moved slightly to the side so she could look down at Twilight. No words left Twilight's mouth but Fluttershy could tell that, for one final time, she was asking for permission. The shy pegasus nodded then hid her face again.

Twilight dipped her muzzle towards Fluttershy's gem. The unicorn's tongue curiously prodded at the moist lips. A squeak escaped Fluttershy's lips. Twilight's curious tongue poked again, followed by a long lick up Fluttershy's marehood. The unicorn began lapping at the pegasus' marehood, The unicorn's tongue found Fluttershy's aroused clit and the moment it made contact with it the pegasus let out a loud gasp. Twilight grinned. I think I know what to do now.

Twilight spread her marefriends hind legs open by pushing them apart, it gave her more room to manoeuvre in. Twilight focused her tongue solely on Fluttershy's swollen clitoris. With every powerful lick delivered to the small nub Fluttershy would let out a loud moan.

Each moan grew louder than the last and Fluttershy was finding her breathing laboured. A thin layer of sweat coated her body, causing her fut to glisten slightly. With every lick the yellow mare felt as though her mind were exploring in pure pleasure. At first she'd tried to keep her moans contained but she simply couldn't any more. As Twilight explored her marehood with her tongue Fluttershy could feel a pressure building inside of her. She couldn't focus, Twilight was licking her in exactly the way she needed to be. Fluttershy was growing closer, teetering on the edge of orgasm. "Hnnnnnnnngh! T-Twilight....P-please....Don't stop....."

Twilight was glad Fluttershy had finally said something. Her breathing and moans were enough to show that Twilight was doing well, but oral confirmation was definitely best. The sound and sight of the mare she loved in so much pleasure was enough to almost drive Twilight over the edge as well. She could feel her own marehood soaked. She had to push her mind away from her own sexual desires and focus on Fluttershy.

Twilight's tongue lowered from Fluttershy's swollen nub and snaked it's way inside her hole. The unicorn didn't leave her marefriend's clit unattended though. She brought a hoof up to delicately rub the nub as her tongue continued it's exploration. The taste, the scent, the noises Fluttershy was making. It was all so intoxicating and she couldn't wait for the moment of Fluttershy's orgasm. To see her marefriend explode into mind-numbing pleasure.

Twilight's work was soon rewarded too. She felt Fluttershy clench and writhe under the ministrations of her tongue. Fluttershy's loud moans escalated into a scream as she was assaulted with wave after wave of mind-blowing ecstasy. She felt as though she'd lost control of her body, her hind legs kicking uncontrollably. The pegasus screamed her lovers name and as intense as her orgasm was it ended in a flash.

All four of her limbs collapsed onto the bed and she could feel the sheets wet from her sweat under her back. Her breathing was heavy and she was having trouble catching her breath. Her nether region still felt tingly, and she knew it would be sensitive to the touch after such an orgasm. Never had Fluttershy felt something quite like what she'd just experienced. The fact that it was Twilight who'd delivered that to her made it so much better as well. She was surprised when she felt Twilight climb on top of her and give her a soft peck on the lips.

"How did I do?" Twilight giggled as she spoke. She had a feeling that she already knew the answer.

"That was..." Fluttershy paused, trying to find an adjective to describe the incredible feelings that she had just experienced. She couldn't find one so she settled on "Incredible."

"I'm glad." Twilight nuzzled herself into Fluttershy's neck.

"Um, I was thinking that maybe, um, you'd like me to, um, return the...Favour?" Instantly Fluttershy's cheeks adopted a red hue.

"You don't have to do that Fluttershy." Twilight ran a hoof across the soft fur of her marefriend's cheek.

"I know. But I want to."

"Well, I definitely wouldn't mind."

Next thing Twilight knew she was on her back. Fluttershy had flipped the two of them over without warning. It was definitely out of character for the pegasus but not unwelcome. Fluttershy was looking down at her with such determination and Twilight appreciated the fact this probably wasn't easy for her.

Once again, without warning, Fluttershy leaned down and kissed Twilight as though it was the last kiss they would ever share. Fluttershy didn't even know she was capable of such passion. As the kiss went on the pegasus began to feel more comfortable. It was Twilight she was with, and there was nothing to worry about. She knew she could never disappoint her marefriend.

"I'm, uh, going to try something...If that's okay with you."

"Sure, Fluttershy." Twilight was almost inclined to ask what that was, but she trusted Fluttershy.

"Rainbow Dash once told me that unicorn horns are really, um, sensitive... Fluttershy had slid up a little and brought her head down.

Twilight could feel the pegasus warm breath on her horn. Fluttershy isn't going to...Is she...? It was something Twilight had read about but nothing she'd ever experienced. Apparently during sexual stimulation the horn grew extremely sensitive. Stimulating a unicorn's horn while said unicorn was aroused could apparently cause incredibly high levels of pleasure. It was usually done orally, from what Twilight had read. It wasn't something she'd been expected Fluttershy to try, but now that it had been brought up a surge of excitement crept through her. It was something she could only ever imagine doing with Fluttershy. Touching a unicorn's horn was a big deal, and not something done lightly.

Fluttershy continued to speak. "So I thought that, um, I'd try to make you feel good...That way...." The way Fluttershy's voice trailed off made it seem as though she were asking for permission to do so. She didn't wait for it on the other hand. Fluttershy carefully let her tongue lick at Twilight's horn once.

The amount of pleasure Twilight got from that one lick was astounding. A loud cry escaped her and she quickly craved more, and Fluttershy granted her desire. The pegasus slid her tongue to the base of the horn, licking around it. Her tongue then slid back up, slowly. It was driving Twilight nuts. When Fluttersh reached the tip again she opened her mouth and carefully took the horn into her mouth.

Fluttershy bobbed her head up and down, her tongue worked into the grooves of Twilight's horn as she repeated the up and down motion. The horn was smooth under her tongue, like an extremely polished stone. It tasted kind of like when Fluttershy kissed Twilight so it was certainly not unpleasant. It felt kind of good, in fact. Empowering even. Essentially, she had complete control over Twilight at that moment and Fluttershy knew if she stopped Twilight would beg for more. She'd never truly been in a position of power before and it felt good.

Twilight could barely form a comprehensible though. It was both extremely pleasure and equally frustrating. Her marehood was soaked, she could feel some of the juices slide down her thigh and the need to be pleased was desperate. She was aching for release at this point. The pleasure coming from having her horn sucked was incredible but it, unfortunately, couldn't offer release. It was the perfect way to deliver pain while teasing your love. She couldn't take any more.

"Fluttershy...I need you!" was all she managed to blurt out before another shrill scream escaped her lips. She almost wanted to cry from how badly she wanted release and when she felt Fluttershy's mouth leave her horn it didn't help her. She moaned, and squirmed as Fluttershy had done while the pegasus delivered feather soft kisses down her body. Twilight wasn't so interested in those any more, she just wanted Fluttershy to reach her destination. When she did it was glorious.

Fluttershy was feeling far more confident now, and having such power over Twilight only spurred her on more. She placed her mouth over Twilight marehood and immediately began to lap at the moist gem. It didn't take the pegasus long to find her marefriends sensitive clit and assault it with powerful licks.

Twilight was letting out scream after scream as her body was attack with incredible sensation over and over again. Fluttershy had only started to eat her out but she was already about to explode. Due to her marefriend's incredible hornjob no doubt. Fluttershy never slowed down and finally Twilight was gifted with release.

Wave after wave of pleasure assaulted her. She smacked her hoofs down on the bed as a long, loud shriek escaped her. Juices escaped her nether region, which Fluttershy made sure to lap up. The lavender mare twitched and writhed under her powerful orgasm, her body clenched in pleasure. Finally her muscles relaxed and she tried to catch her breath as post-orgasm haze washed over her.

This time It was Fluttershy's turn to crawl up next to her marefriend. With red in her cheeks she whispered "How did I do?"

Twilight was still having trouble breathing but she couldn't help but laugh. "Bucking incredible."

Fluttershy was glad to hear it.

Twilight was glad they had waited. If they'd done it when Twilight had tried to seduce Fluttershy it would have been for the wrong reasons. Instead their relationship had grown over the last two months and they were closer than ever. Instead of having sex due to some stupid reason they'd done it because both of them were ready. They loved each other more than anything and were finally ready to express it physically. It had definitely been worth the wait.

Twilight stroked her lovers cheek as she whispered "I love you so much, Fluttershy."

"I love you too, Twilight."

With that the two wrapped their legs around each other and drifted to sleep, tired after the first time they'd made love.

Author's Note

So here it is, folks...

My first clopfic. Probably not the last either, depending on the situations. Now I would really appreciate your guys's feedback on this one! Let me know what I did wrong, right, etc. Let me know what your favourite part was or anything really. I love to hear from you guys!