I felt the bed shift beside me as I was half woken up. Wha.. who is in my bed... oh yea. Twilight. Last nights memories flooding my mind, and other places, to say the least. Hoping she would not notice it and get up and leave my room. However she did not, she continued to lay there beside me and snuggle closer to my chest, my arm draped over her mid section, and her face near my chin. I decided to play dumb, but drop little hints that I did, and see if she would confess to me.

"Good morning Twilight." The sudden voice startled her as she squeaked and jumped a bit.

"Goo..good morning Marshall." Her cheeks flushed red, as the recalled the events from last night.

I opened my eyes and was met with her lavender eyes looking into mine. A half smile crept on my face.

"Hard to fall asleep last night?" Her face blushed red a bit as she shook her head no.

"I fell asleep easily, and slept very well. Thanks for letting me sleep with you." She hugged me tight, and my morning wood was poking her in the belly, prompting her face to blush a harder red. I decided to give her mercy and backed away a little bit, my face now lighting up red.

"Sorry, that usually happens in the morning." She rolled off the bed, while stealing a quick glance at it.

"I know, natural. Want some breakfast?" She put her fore-hooves far in front of her and stretched herself. Her tail going a little off to the side teasing me. She trotted out of the room, her hips swaying from side to side. Damn she was a little tease.

I looked at my alarm clock/ipod docking station, it was 7 am, A quick breakfast and then I'll head to Applejack's. I put on Billy Talent song, Rusted From The Rain. As I go up and gathered clothes I wouldn't care if they got ruined. It was going to be a long and hard day of work. After getting dressed, I shut off the music and left for the bathroom, I wanted to wash my hands before eating.

"Marshall! Breakfast is ready!" Twilight called in a sing song voice.

"I'll be right there, just washing my hands." I dried them off on a towel hanging by the mirror, and walked to the kitchen. She was putting the food on plates, and the table set up at the same time. "Wow, nice multitasking Twi. And breakfast looks delicious!" She lifted the plates to the table with her magic. She made eggs, hash browns, toast, pancakes, and some hay for her.

I came up to her left side and put my arms around her neck. "Smells good Twi, you're the best." She blushed a bit.

"Aww thanks Marsh, I have to keep my company feed don't I?" We both laughed lightly and sat down at the table. I dug in and boy, it was delicious. Everything was cooked to prefection.

"So, what are your plans today Marshall?" Twilight asked between bites.

"Well, I'm helping Applejack on her farm, taking the bushels full of apples into the barn." I looked at the time, it was 7:15 picked up my plate and put it into the sink. "And I had better get going, I have a lot of work to do today." She had a small frown.

"Ok, have a good day Marshall, I might stop by if I get the chance." I walked out the door and started walking towards the market place. I guess she really wants to spend time with me. Do I love her? I don't know, what about the rest. Pinkie Pie, probably not. Applejack is my boss now so I don't know. Rarity wouldn't want a commoner like me. Rainbow Dash,would want someone tough. Fluttershy, perhaps, she is pretty quiet though. And I could date Twilight, but I don't know. Could I have a chance with any of them. My mind was so clouded by these thoughts, I didn't hear Applejack calling my name.

"Hey Marshall? Whats up? You're more in the clouds then Rainbow." Applejack shook her hoof in front of my face, and I snapped back to reality.

"Huh.. oh sorry Applejack, I was caught up in thought. But I'm good now." She looked at me, herself in thought before she snapped back to her regular self.

"Well alrighty then, lets go to Sweet Apple Acres, my brother Big McIntosh is already bucking the trees, and we have a hard days work ahead of us." I followed her out of Ponyville and onto her farm/orchard. It was around 7:30 by time we got there. And there was hundreds of acres of apple trees. I was in awe, Applejack and Big Mac buck all these trees by themselves?

My mouth opened as Applejack looked over, she giggled before shutting my mouth with her hoof. "Lets get to work partner."

And boy did we work, only after an hour did I take my shirt off as I was soaked in sweat. Might as well get a tan. With the heavy lifting and the sun beating down on me, it began to takes it's toll on me. I drank about a litre of water before noon.

"Alrighty Marsh, lets take a little break for lunch." Applejack said as she walked up to me while I carried another load of apples towards the barn. "Just put those apples down here Marsh, they are lunch today." I nodded in agreement, putting these down sounded great.

"Sure Applejack." I put the apples down and tried to get my breath. "You and Big Mac do this all by your selves?" She closed her eyes and nodded.

"You betcha, its hard work, but somepony has to do it. And thanks for the help Marsh, things are really getting along thanks to you." She reached towards the apples and picked one up and started munching on it. I picked one up as well and we both sat in silence for a bit eating apples.

After a few minutes of relaxing, I heard three voices coming this way. I sat up and looked around, before I spotted three fillies walking this way. The first was an earth pony who's coat was the same colour as Applejack mane, she had a red mane the same colour of Big Macs coat. She had orange eyes, filled with wonder and a pink bow tie on her head. Her cutie mark was a... Wait, none of them had a cutie mark. The next filly was a white unicorn, with pink and purple swirls for a mane and tail. Her green eyes were a lighter colour. The last one was a orange pegasus, her wings were smaller and I didn't think she could fly. Her wild purple mane and tail went together with her purple eyes.

"Hey Applejack? Who are they?" I asked pointing to the three fillies who were talking among themselves. Applejack looked over, and chuckled.

"Hey Cutie Mark Crusaders! Comon over here." She yelled in their direction. The yellow one looked over, then said something and came running. Cutie Mark Crusaders?

"Hey sis, whats up?" Sister? Well now I do see the resemblance, of all their mane to coat colours.

"I'd like y'all to meet Marshall, he is going to be helping down here on the farm." Applejack said while nodding my way. I stood up, and my height and species must of scared the fillies as they backed up a bit. I put on a big smile and kneeled down to them.

"Hey, I'm Marshall. I won't hurt any of you, just ask Applejack here." Applejack nodded her head.

"Yup, hes the one of the nicest, kindest, hardworking pony...er person I ever met." The yellow one's frown turned into a smile. She did remind me of her big sis.

"If Applejack's fine with him, then I am. My names Apple Bloom." Then the white one spoke up.

"My names Sweetie Belle. Wait, my sister told me about you before, you know her right? Rarity!" She hopped up a little and her voice cracked as she said her sisters name. Pretty adorable. The orange one spoke last.

"Names Scootaloo, I think I head Rainbow Dash mention you before. And no, were not sisters, although that would be awesome." Sounds like someone has an idol.

After they finished introducing themselves, Apple Bloom and Applejack talked for a bit before Apple Bloom and her friends started to walk away.

"Bye Applejack, bye Marshall. Come on girls, we have talents to figure out." They all walked off towards Ponyville.

"Hehe those silly fillies, always trying to get their cutie marks. They don't realize that it takes time for it to happen, they all have a special natural talent but they are completely, umm." Applejack stopped to think of a fitting word.

"Ambivalent to?" Seeing how they try everything possible, but not what their already good at.

"Yea, thanks Marsh." I scratched the back of my head.

"It's no problem AJ, lets get back to work shall we?" Applejack bucked her hind-hooves.

"Yee haw, a hard worker indeed, lets." Bucking the trees and carrying the bushels of apples to the barn is a lot of work, now I know why only earth ponies do this kind of work. After three more hours of work, I was exhausted, as was Applejack.

"There, that should be enough for today. You carry that last bushel of apples to the barn and I'll get your pay." Applejack told me while walking off towards the house. I carried the bushel of apples and put them down near the rest in the barn and walked out, putting my shirt again after dousing myself with water from an indoor hand pump and drying off with a towel that was hanging near by.

Applejack came up from the right with a small sack in her mouth. I took it and opened it up, inside there was about fifty gold coins inside.

"There, fifty bits. Now you can work any day you like from now on, just stop by and see if myself or Big Mac is here, and we will set you up." I attached the sack to my jeans belt loop.

"Thanks Applejack." I waved and turned to leave back to Ponyville.

She turned around and yelped in pain. "Whats wrong AJ?" I asked, worried that my friend was hurt. "Ah, it's nothing, think ah pulled a muscle in my back from bucking." She sat down trying to massage her back.

"Here, let me help you, I can reach your back better then you can." I tried to give her a reassuring smile.

"Well, alright. You just wanna help. Well, get to it." She said as she laid down. I stood over her and sat down on her extreme lower back, and let my hands get to work. I kneaded her muscles in her back, while not easy, it seemed to be working as she sighed and let out the occasional moan.

"Man, you're mighty good at this. Your fingers get right where the need to, oh Celestia that's good." She was cut off as I dug my fingers where the muscles were the tightest.

"You only pulled a muscle, I should be done soon." I was hard to get the muscles massaged, because they were huge and strong! "There, now take it easy for a bit." I got off of her and she stood up stretching.

"I feel better then an apple in a tree. Thanks Marshall, I've never felt this relaxed." I blushed at the praise I was getting.

"Glad I could help AJ." I interlace my fingers and cracked the joints.

I stuck out my hand for a hand shake. She only giggled and smiled. "You're not gettin off that easy." And she jumped up and put her fore-hooves around my neck. I smiled as I warped my arm around her back.

"Now I better be seeing ya here two days from now ya hear. Your the best worker I've ever had, both on orchard, hehe and off it." She whispered in my ear. My cheeks flushing at her playful flirting. She pulled back as smirked.

"Gee, you're redder then Big Mac." She giggled.

"Eeyup." Big Mac said while walking by. I blushed harder, and turned to leave.

"See ya AJ!" I called out as I headed towards Ponyville.

As I neared Ponyville I heard a yelp and someone laughing meanly. I ran off in the direction and saw Fluttershy on the ground crying as a Griffon was laughing at her. Who does she think she is huh?

"Shut it dweeb, I came for my revenge for making me look bad, and I'm starting with you!" I stood there and yelled at her.

"Over my dead body!" She stopped and looked at me.

"Who or what are you supposed to be?" My eyebrows narrowed as I stared at her.

"I will be kicking your ass if you dare as lay a claw on her." She seemed kinda startled as she back away from Fluttershy. I walked over to her and held her.

"Go to Ponyville and get help, I will deal with this bully." Fluttershy looked at me, tears streaming down her face, she was bleeding a bit from her nose. I snapped, I turned towards the Griffon who took up a fighting stance.

"Out of my way, or I will have to kill you." She said smugly, being all tough. I looked at her, tunnel vision taking over, my vision becoming a slight red tint. All reason went out the window, this bitch was going to get her punishment.

"You hit her, I will fucking kill you bitch." I ran at her, she was in a little bit of shock, but tried to strike me with her right claw, I ducked but I was not quick enough as she caught my left shoulder. I was unfazed, as I ducked down right and pushed off the ground with my leg and hit her as hard as I could, right in the ribs. She flew a couple of feet and hit the ground. I looked at my shoulder, now oozing blood, I ripped the remains of my shirt off and was ready to continue this fight. She coughed up a bit of blood.

"Why you little." She flew at me full force and I narrowly managed to dodge, however her tail wrapped around my leg and sent me to the ground. She turned around and brought her claw up above her head.

"Say good night." Slashed her claw towards my chest, but my right hand went sailing up into her face and she recoiled, I did a back roll to get to my feet. I looked down and saw that while I managed to save my life, my chest had three claw marks, starting to leak blood. I looked up and she was flying at me and kicked me right in the face. My head impacted the ground, my vision blurred. I tried to stand up, having trouble keeping balance.

"You dweeb, I will kill you." She came again towards me, I wasn't going to be able to defend my self again, then I remembered. Applejack gave me a small working knife. I reached in my pocket and pulled it out, putting the blade in between me and her. She impacted the knife and took a swing at my chest. Her claws making a gash across me, but nothing that was serious. I hit the ground, wind knocked out of me. Then I heard her scream.

"What the... A knife? Fuck, now you are really going to get it." I felt her get to her feet and I knew I was a goner.

"Oh no you don't." That voice, it was Applejack!

I heard the Griffon yell as she got further away from me, the ground shook a bit as I presume she hit the ground.

"And if you ever come back around here again, we will finish you off for good." I heard Rainbow Dash from high above me. I heard other foot steps, and wings flapping come closer.

"Oh my god Marshall, this is all my fault." I heard Fluttershy say as she sat next to me. "I'm still alive girls, no need to worry. Gah." I coughed up a bit of blood, and heard gasps all around. I opened my eyes and saw Twilight and Fluttershy looking down at me. Fluttershy looked at Twilight.

"Use your magic to carry him to my house, I will fix him up when we get there."

The trip to Fluttershy's was a relative short one. With the only one speaking was Fluttershy asking if I was ok from time to time. I reached towards her with my left hand and she put her hoof in it, which I held tight. If I passed out I wanted them to know so. We soon got to her house and the set me down on the table.

Fluttershy got right to work, disinfecting my wounds and warping them up with bandages, with Twilight helping her. My chest was the hardest, I think Gilda fractured a rib. I winced in pain as they tightly wrapped my shoulder.

"Oww, easy on the shoulder please." Fluttershy's eyes teared up a bit. Not purposly hurting me, but needed to, to make me better in the end.

"Sorry, but this needs to be tight." I looked at her, and brought my hand to her muzzle and rubbed her face a bit.

"I know, sorry. And thanks for looking after me" She blushed.

"No thank you for saving me from Gilda. She is super mean, and she kicked me in the nose. I'm glad it's not broken. But back to you. And, done." She backed up a bit, as did Twilight.

I looked at my chest and shoulder. They were wrapped up nice and snug.

"Thanks Flutters, and you all for helping me out." Fluttershy came closer, lightly hugged me and spoke up out of character.

"No thank you Marshall, you saved me from her. You put your life on the line to save me." She blushed a bit and whispered in my ear. "You're my hero."

Rainbow Dash popped in. "Man, you sure showed her a lesson, you gotta tell me all the details about it. That must of been so cool watching you kick her butt. I didn't think of you to be a tough one Marsh." I shook my head.

"I'm not tough, after I seen her make my friend cry, I tried to get her to back off, but when I seen Fluttershy was bleeding, I snapped." I yawned. "Time for bed I think." Everypony nodded and started to leave.

"Fluttershy? You mind if I stay here tonight, I'm pretty tired and I don't think I can travel far." She nodded. "Thanks Flutter." I whispered in her ear and kissed her on the cheek. She meeped softly, her cheeks flushing red. Thinking I had gone a little to far "Sorry if I went to far Flutters, I wanted to show how thankful I am that you were brave and got help for me, and patched me up."

After saying good by to our friends Fluttershy came back into the room.

"You can sleep up stairs, and I will sleep down here." I frowned.

"Nonsense, I will sleep down here. This is your house, you should sleep on your own bed." She smiled and blushed a bit.

"How about w...we both sleep up stairs, there is more then enough room." Now it was my turn to blush.

"I guess we could, if you want to." Her face was beaming.

"I'm going to wash up, I'll be in shortly." She flew up the stairs and went into the bathroom. I got off the couch where I was sitting and limped towards the stairs and slowly hopped up them. Just as I was about to turn into the bed room, the bathroom door opened up and Fluttershy flew out, eyes closes humming a sweet tune.

"Wow, I wonder what your singing voice sounds like." I said, she meeped and her wings locked to her sides. I managed to catch her before she fell to the floor.

"Did I startle you?" I asked. She nodded. "Come on, lets get to sleep, we both had a big day." She followed right behind me as I walked to the left side of the bed. I took my pants off, and Fluttershy meeped and blushed as I did so. Chuckling to myself, I got under her covers, and she flew overhead to the other side, and I covered her up. I laid on my back, not wanting to put any pressure on my wounds.

"Hey Marshall... You mind if we.. umm..cu.." Fluttershy's quiet voice pierced the darkness. She wanted to cuddle, how to say no to her. I chuckled lightly.

"Sure Flutters." I lifted my right arm and she laid her head onto my shoulder, I rested my right arm down the length of her body. "Thanks Marshall. You're so kind to me." I started to stroke my hand down her side. She let out a small sigh.

"You hand feels so good, and your breathing is so deep and relaxing." I felt a warm heat near her head.

"Flutters, are you blushing?" A small eep confirmed my suspicions. "Umm... a little. Oh Marshall don't hate me." I looked down at her, she was on the brink of tears.

"Whats wrong Flutter?" She looked up at me, her eyes glossy, and her cheeks red.

"I...I..love you." She brought her lips closer to mine, my heart started beating harder, time seemed so slow as our lips connected. Her lips tasted like fresh mint, they were glossy and warm. She let out a small moan as her tongue slipped out and licked against my lips seeking entry. I opened up, our tongues battling for dominance, she shuddered as she felt my tongue piercing against her tongue, which I pressed against hers. I soon broke the kiss, she was slightly panting and her eyes were half way closed.

"How was that? Flutter?" A small smile crept over my face.

"That was fantastic Marshall." She nuzzled me.

"Hey Flutters." She looked up at me. Her eyes sparkling and her fore-hoove rubbing over my chest, giving me a tingly feeling in my stomach.

"Yea Marsh?" I gazed deep into her eyes. A look of hope and wanting in her eyes.

You mind if I have another kiss?" Her face was red, and she nodded. I flipped on top of her, I braced my left arm over her head, and brought my right hand to her muzzle and lifted it up a bit. Her eyes sparkled with joy, as our lips connected. Her eyes closed, a small moan creeping from her throat. Her body started moving a bit.

This time I dove my tongue into her mouth. They both danced in between our mouths. Let out a deep moan from deep in my throat, and she let out one of her lighter ones. I tried to pull back but she grabbed the side of my head.

"No, I'm not done yet" She pulled my lips back to hers. I've never seen her so demanding. She started moving her body more a couple of minutes I broke the kiss. She was panting heavily and her face was flushed.

I was still straddled on top of her, when I noticed a sweet smell. I sniff the air, trying to figure out what it was. I looked down at her, and she had her eyes closed. I felt a wet spot on my leg and pieced together what happened.

"Fluttershy is that your..." She nodded. "Did I make that happen." Again she nodded. My leg was rubbing against her cunny, and I made her cum on my leg. My face flustered. "I'm so sorry Fluttershy, I didn't kn.." She pressed her hoof against my lips.

"It was my fault, I rubbed against you, I couldn't help myself. It felt so good." She brought her fore-hooves up to her face and tried to hide behind them.

"Now now Fluttershy, it's fine. Sometime pleasure can overtake your body." I reached for her hooves and pulled them away from her face. "Don't cry." I wiped the tears off of her face. My erection poked into her belly as I leaned forward.

She yelped a bit. "Uhh Marsh... is that your..." Her face was flushed, her eyes glazed over again. Her blue eyes becoming a dull icy blue. I blushed, the second time this has happened.

"Umm yea. But don't worry about it." I told her, halfhearted, no commitment to my voice. I didn't want to offend her, but its been three days and with what Twilight did last night, I was going to make a trip to the bathroom real soon.

"I can help you... I mean, if you want." I was shocked, the normally timid pegasus wanted to help me with my, problem.

"I don't want you to do any-" She put her hoof to my mouth and said the thing I wanted to hear most, in the most seductive tone I heard.

"But I want to"

Those four words, and all reason was thrown out the window. I looked down at her, and her fore-hooves were travelling south. They soon reached my boxers., they both meet up in the middle at the same time. I grunted as they put just enough pressure onto my cock and started slowly stroking it up and down.

"Here let me lay on my back and give you a better position." She nodded and I rolled off of her, she was quick as she got between my legs and got back to work. Her legs felt wonderful against my cock. This is amazing. I soon felt her stop and tug at the waistband with her mouth. She soon got it around my cock and gasped. It was a bit longer then average, at 7.5 inches. To a pony like her, it was right around the best size.

"Oh my... its...so big." She mumbled and started reaching for it again, her fore-hooves grabbing it just right and squeezing it just in the right ways. "Am I...doing all right." She looked at me with sparkling eyes.

"Oh yes Flutters, you're doing a fantastic job." I moaned, all this time with no sexual acts preformed on you, while another uses you to get herself off. It really gets you going.

She started to stroke it faster and harder, getting more into it herself. After a couple of minutes, she leaned her head down and pushed her hoofs down to my groin. She started licking the head, swirling her tongue all around it. Placing fast little licks on the very top before giving it a kiss and pulling back.

"How was that Marshall?" Her voice as seductive as it was before.

"That was amazing Fluttershy, I'm getting close," I leaned back and prepared to let it all out.

"Good, cum for me Marsh." She sped up her jerking, the little bit of pain was far exceeded by the pleasure. I felt her put the head in her mouth and started to swirl her tongue around it again. That was the final straw, I couldn't hold it in any longer.

"I'm cumming!" She pulled back a bit, still jerking me off with her tongue right under the tip of my cock. I felt my cum boil, and then I let lose a strand after strand of cum into, and onto, her mouth and muzzle. She got excited after the first strand of gooey white cum landed on her tongue, that she took about two inches into her mouth, swirling her tongue around my shaft. Oh sweet Celestia, her mouth is like an angels. She started moaning, as I shot the rest of my load into her mouth. I felt her start to swallow it, this was the most hottest thing ever. Here I was, a couple of days in Equestria, and I had the shyest pony just loving my cum as it tingled her taste buds.

She didn't stop until all of my cum was gone. She cleaned my cock with her tongue, coaxing out any drops she could find. After a minute or so, she stopped and licked her lips, a lone strand going over her muzzle which she quickly licked off.

"Oh wow, you taste great, I wish there was more" She sheepishly said while cleaning off her face, with a small playful pout. I basked in the afterglow of the most powerful orgasm I had ever had, and it was at the hands...er hooves of Fluttershy no less!

"Fluttershy, that was amazing, I...I don't even know what to say." She lightly put her hoof to my lips. And started into my eyes, and giggled slightly.

"You don't have to say anything Marsh. Now lets get some sleep." She rolled off me and snuggled into my left shoulder. I started running my fingers through her mane, she whimpered and was soon asleep. I laid there for a couple of minutes, thinking. Geez, who knew that Fluttershy would do something like that. She must of really enjoyed it, I may have to return the favour. So first Twilight, and now Fluttershy. But which one to choose? And what about the others? Oh well, tomorrow is a new day, with new adventures.

Fourth Chapter. This was more of a filler chapter. I plan to go onto Rarity next chapter. Thinking of it being a herd, or "What if's" That I will right, they will be concidered "non-canon" So I can give a bunch of characters the chance. Then pick which one is the best to continue with. Thanks for reading, and as always. Suggestions are always welecome!