Fluttershy was feeling nervous, the way Rarity kept trailing her kisses down her body. She felt breezies fluttering in her stomach that got more excited when Rarity started kissing her belly. The erotic sensation of her wings being rubbed was getting her heated. She started to breathe more heavily and make cooing noises that encouraged Rarity to continue.

        Suddenly, Rarity spread Fluttershy’s hind leg open. Fluttershy looked down and noticed that Rarity was staring directly at her vagina, an area where she was already feeling slick. From the crude lessons in sex Rainbow Dash gave to Fluttershy in flight school, she could predict what was coming next.

        She gasped as Rarity began to lick the soft, pink skin surrounding the opening in her privates, and Fluttershy’s breaths turned to gasps as she felt a sensation that was both fiery and electrifying at once.

        Rarity seemed to know exactly what she was doing, quickly encroaching into Fluttershy’s opening with her tongue and toying with her inner bulb, a pink nub that made Fluttershy aroused whenever she touched it with her hoof. Rarity was doing more than touching it, though. She was flicking her tongue back and forth across the nub, causing it to twitch and send sparks of sensation through Fluttershy’s body.

        Rarity could taste Fluttershy’s juices now and smell the raw scent emanating from Fluttershy’s flower. It got her excited enough to delve even deeper into the hole, trying to stick her tongue as far inside as she possibly could. She was feeling quite heated herself now, and to alleviate the aching arousal, she reached down to her own folds and rubbed herself.

        Fluttershy’s breath was quickening and her heart was pounding. Images of Rarity filled her head as Rarity played with her so energetically. Fluttershy couldn’t help but moan when Rarity spread her folds apart to penetrate even deeper with her tongue.

        Rarity worked with a sense of urgency, a rush of excitement that compelled her to make Fluttershy scream out in ecstasy as quick as she could. A flickering thought in the back of her mind told her it wasn’t right to rush this, but she had been waiting for this moment for so long that she quickly snuffed out that thought.

        Fluttershy’s moans grew louder in between quick gasps, and she bit down on her lip to try to quiet them. But Rarity was relentless, and those moans quickly rose in pitch. Her breathing was louder, her loins felt like they were on fire, and she was clenching onto her bed sheets to relieve some of the tension. Her moment was coming soon, and she knew it.

        Rarity’s lips were wet with Fluttershy’s juices, but she could clean that up later. She was so intent on getting Fluttershy to orgasm that her mind was free of all other thought. She rubbed her lips against Fluttershy’s folds as her tongue burrowed into her.

        Suddenly Fluttershy screamed and spurted juices from her vagina as her body rocked her with spasms of pleasure. Fluttershy could hardly catch her breath, and she rocked her hips to ride along with these waves of euphoria. Rarity knew Fluttershy had reached her climax, so she extracted herself from her vagina and rubbed it with her hoof to prolong Fluttershy’s high. Soon, though, Fluttershy’s breathing slowly returned to normal and she stopped squirting fluid on the sheets.

        Rarity was about to wipe her lips clean, but Fluttershy suddenly lurched towards her and kissed her passionately, licking Rarity’s lips clean and probing her mouth with her tongue. Rarity could feel a heat rising through her body as Fluttershy continued to kiss her. She half expected Fluttershy to go down on her and start returning the favor, but before too long the kisses softened in intensity and Fluttershy eventually stopped, rubbing a hoof through Rarity’s mane and gazing into her eyes with a satisfied smile.

        The look made Rarity melt, and she had to bite back her slight disappointment to return Fluttershy’s look of adoration.

        “Rarity,” Fluttershy purred in a voice that was starting to drive Rarity crazy. “That felt amazing. I didn’t even know my heart could beat that quickly.”

        Rarity gave an exacerbated grin, trying to catch her breath herself. “Well, I’m glad you enjoyed it.”

        “I absolutely did,” Fluttershy replied, and she pushed forward and kissed Rarity again, parting her lips with her tongue and pulling her body close. Rarity felt that fire start burning again, but she did her best to quench her expectations, assuming Fluttershy wasn’t comfortable enough to properly reciprocate the affection Rarity had just provided her.

        The kisses stopped again, and Fluttershy let out a yawn.

        “Ah,” Rarity said, “the post-coital drowsiness, or at least that’s what Twilight calls it.”

        “Twilight?” Fluttershy asked.

        Rarity cringed, realizing she had broken a promise she had made to herself. “I apologize,” she said. “Poor form and all.”

        “Oh, I’m not mad,” Fluttershy clarified. “How can I be after what you just did to me? Oh, Rarity…”

        Another barrage of kisses soon followed, but Rarity hadn’t the heart to enjoy them. She remembered that Twilight had hesitated to perform sexual favors initially during their relationship. Relationship, Rarity thought, that’s a polite thing to call it.

        Fluttershy pulled away and gazed at Rarity sadly. “Is something wrong?” she asked, now looking carefully into Rarity’s eyes and finding a hint of torment in them.

        “Not at all,” Rarity said with a giggle that she hated for its phoniness. “It’s great to be able to make you feel so good.” That comment felt laced with bitterness, and Rarity cursed herself for letting it leak out.

        “No, I think I understand what’s going on,” Fluttershy responded. “You did all that work for me, and I haven’t done a thing to return the favor. Is that right?”

        Rarity wanted to ensure Fluttershy that it was not necessary for her to do that if it made her feel uncomfortable. She wanted to hush her with a few soft kisses and cuddle up against her as they closed their eyes to fall asleep. Instead, her inner unease escaped with her words. “How did you know?”

        “I have Dashie’s extensive history to go by,” Fluttershy said, “so I know how this all works in theory. But...it’s just, I’m not sure I’m ready to do that for you. It makes me feel so nervous and scared, but I know it would be unfair of me to leave you unsatisfied, so that’s making me uncomfortable, too. I wish there was a way to fix this…”

        Rarity smiled and hushed Fluttershy with a soft kiss. “You’ve already done more than enough,” Rarity said. “We’ll get to that in time. For now, let’s just say you owe me one.” She winked at Fluttershy, and Fluttershy smiled softly in reply.

        “Now that that’s settled,” Rarity said, “be a dear and cuddle up next to me so we can spoon.”

        Fluttershy eagerly turned around and snuggled up against Rarity. The feathers on her wings made Rarity tingle when they touched her, but she wrapped her hooves around Fluttershy’s body and pulled her close, giving her soft kisses on her neck.

        “Let’s just go to sleep for now,” Rarity said, “and we’ll talk in the morning. Okay?”

        Fluttershy suddenly felt a wave of shame and despair. “Okay…”

        “Splendid. Goodnight, my dear Fluttershy. I love you.”

        “I love you, too, Rarity.”

        Rarity was able to shut her eyes and breathe deeply, but Fluttershy kept her eyes open, looking about the room. Her guilt made her unsure how she was going to fall asleep, but her inhibitions kept her from alleviating that guilt.

        She was stuck between a rock and a hard place, and it was going to take some time for her to resolve her thoughts before she could fall asleep with Rarity snuggled up close behind her. The thought of Rarity so near to her calmed her a bit, enough for her to close her eyes, but her thoughts were still wandering as she laid in bed next to her lover. Next Chapter: For the First Time (Part 3/3) [sex] Estimated time remaining: 10 Minutes