Fluttershy fumbled with the key. After a lot of frustrated jiggling, she finally managed to get the hotel-room door open. They both went crashing into her room, their lips locked. Fluttershy kicked the door closed. Billy had her pressed all the way up against the wall. She had her hooves dug into his back. She turned him and pressed him up against the wall, and shoved her own tongue into his mouth. They tossed and turned, forcing each other up against the walls of the narrow hallway, until they reached the bedroom.

“Take me, Billy,” she told him.

“Are you sure?” he asked, still pecking at her lips. “Hours ago you were a frightened pony in a big city. I do not want to take advantage of you.”

“You’re not. You can’t take advantage of me if I want you to take advantage of me.” She smiled and then he smiled. “I didn’t know what I wanted when I came here. But it’s you, Billy. I want you.”

As if to show him, she laid down on the bed. She laid back, and spread her legs for him, offering herself to him. He lowered himself in front of the bed. The lips of her love were a soft strawberry pink lost in a field of honey. He moved his face forward to taste it. She squirmed and arched her back in pleasure. Her wings were stretched out wide on the hotel bed, fully erect. She wrapped her legs around his neck, crossing them at the ankles.

For two weeks now, Fluttershy had been fighting irresistible temptations in her loins. She hadn’t complained about it once. She hadn’t even discussed it with her friends, being too shy. They only knew because they were experiencing the same thing. Now it was like a dam breaking. Her whole body shuddered as Billy danced his long dexterous tongue across her clit, and flicked it deep into her hole. She had her first orgasm almost immediately. She got so wet, it was dripping off of his chin.

The whole mattress bounced up and down as she spasmed. She arched her back high, then shoved her hips up into the air, supporting herself on Billy’s neck. Only her shoulders and wings remained on the bed. Billy never lost focus; his muzzle was still dug into her, his tongue and lips still working with fervor on her sensitive clit.

She flopped her full weight back down on the bed and Billy’s face came with her. She looked down at his head, black and white against her yellow thighs. His wide nostrils were flaring. His breath was hot, but it was cooling the fluid that had been smeared across her thighs and belly. He could have kept it up all night if she had let him, but she didn’t want to. She reached down and grabbed his ears while spreading her legs further. She pulled him upwards.

He started to crawl up her body, nibbling and kissing as he went. He got to her shoulders and bit at her neck, while reaching down to grab his dick.

“No,” she whispered. “Not yet. Keep coming.”

He kept crawling up her body. Now it was her that was placing kisses on his neck, and chest, and belly. He climbed up until he had to put his front hooves up on the head board. His cock dangled over her face, exactly where she wanted it. She took a second to admire it. It wasn’t like any stallion’s that she had known. It was longer. Thicker. The skin was jet black, and it had an odd downward curve to it, even though she could tell by feeling it that he was fully erect. Then she sat up and sucked it into her mouth.

She fellated him slowly at first. She took it in gradually, gingerly. She let her lips just lightly caress the surface of his shaft, her tongue cupped around the bottom of it. She was cautious. Shy. Billy had his head pressed into the wall above the bed. His eyes were squeezed tightly shut in concentration. He had the urge to shove his hips forward, and ram it down her throat. He resisted.

With each passing second, Fluttershy was gaining confidence. She was fellating faster, sucking harder, and deeper. After several minutes, her head was a blur. She was sucking him off with a fury that one couldn’t have guessed from knowing her. Billy had known mares before, but none of them had been as enthusiastic as Fluttershy.

“Stop, stop, stop,” he moaned. He pulled himself from her face with a wet smack.

“I’m sorry,” she said. Her eyes grew wet. He had been so nice to her, he had even given her an orgasm. All she was wanted to do was please him now. “Did I do it wrong?”

“HA!” he said, loud enough to make her jump, then smile. “You do no wrong, Beautiful. If anything you are too good. I want to last, and please you again.”

She couldn’t say anything, except to squeak. She had a smile on her face though. Billy thought it was so beautiful that he climbed down and kissed her. She wrapped her legs around him. Their tongues were still dancing across each other when he slipped himself inside of her. She bit at his lower lip, gently, and stretched it out.

Their love-making was fluid, coordinated. They moved as if they were one living organism, flexing and gyrating. Sometimes they moved fast, and other times slow; sometimes they seemed to be barely moving at all. But at all times they were working together, feeding off of each other’s signals. After some length of time, they stopped. Fluttershy turned over and lifted her rear, so that Billy could take her from behind. They had both been in ecstasy before, but now they were exploding in sensation. The zebra’s downward curving cock was stimulating Fluttershy in just the right spot. Fluttershy’s wings were standing straight out. Billy started to caress them with his hooves. That was more than enough. Fluttershy started to pant, then squeal. Her voice rose into a high pitched wail as she came. Billy added his own voice as he came with her. He exploded into her, a perfectly simultaneous orgasm. They collapsed into bed together. Billy eventually slipped out. They pulled up the covers. They spooned there, Fluttershy’s back to Billy’s chest. They had hardly moved at all since coming together. They shared each other’s warmth. Neither minded the wet spot under their loins. They drifted off to sleep that way.

Too soon the hotel-room phone rang. It was the wake up call. Light was streaming in from underneath the thick curtains on the windows. They decided to get into the shower together. They splashed and giggled like children. They took turns scrubbing each other down. Fluttershy laughed as she lathered the skin of Billy’s erection. They got out of the shower and groomed each other. Billy was still rigidly erect.

So they jumped back into bed and made love again. They had to be fast so she wouldn’t miss the train.

Next Chapter: I Bet She's Never Had A Backstreet Guy Estimated time remaining: 10 Minutes