The gentle, delicate sound of her snoring is one you’ve long become accustomed to but seldom hear in the mornings. She was always awake and about at this hour, tending to all her animal friends and setting up the cottage for the day. Often enough that also meant you waking to find a steaming cup of tea waiting for you on the bedside locker. Normally it took taking her off to one of Equestria’s quieter spots to wake to a smiling mare, still sumptuously snuggled in tight to you.

Yet there she lies, with one leg on top of the bedclothes, an arm cast over your chest and— Oh. So that’s what was poking into your side.

You would, of course, never call her anything other than beautiful. In spite of what other ponies might say (and a few have said) nor what she may think of herself (and has confided in you), she is the most beautiful creature that Celestia has ever had the good grace to bless with sunlight. That extended to every inch of her, even a part that others would say did not belong on her.

But right now you can only let your eyes rove over the ruffled sweater that still covers her slowly undulating chest. The thick tresses of her mane lie splayed across her face and pillow, only affording a small glimpse of her closed eyes and the edge of her nose poking out underneath.

Still keeping her arm across you, you shuffle across the bed until you feel her leg twitch against your own and put your arm over her.

Fluttershy mumbles something incomprehensible, smiling in her sleep and tightening her grip upon you. Her right leg snakes over the bed, meeting against your hip briefly before falling back and leaving her exposed once again. The movement stirs up a waft of her scent – slightly floral, richly earthy and with just the tiniest hint of the town’s spa.

Your hand trails down the back of her sweater and pauses when you cup the small of her back, just above her tail. That coat is smoother than satin and leaves a sort of tingling sensation running up through your fingers but, you’re sure, that’s just your own doting imagination playing tricks on you.

"Ohh," Fluttershy mumbles, her eyes slowly opening and that smile still upon her lips. You return it, brushing aside a lock of her mane to expose one of her deep blue eyes.

"Morning, sweetie."

The mare yawns, stretching the arm still over you before she rolls onto her back and practically sinks into the soft bedding.

"Ohh… What time is it?" A gasp erupts from her and Fluttershy’s eyes snap wide open. "Are the critters alright? They haven’t even been fed yet!"

Before she can make any kind of move, you give her a light pull to get her attention.

"Remember last night? You told Angel to tell them you’d be out late so they wouldn’t panic." For a moment more she lies there staring at you before her eyes fall shut again and she lets out a long breath. "Relax. Let’s just enjoy a little time alone, hmm?"

Fluttershy giggles sweetly, moving her head across her pillow until you can feel her warm breath on your face.

"Oh, it’s been so long, hasn’t it?" Those eyes turn downwards at those words. "You know I don’t mean to—"

It takes little more than a kiss placed gently on the tip of her nose to stop that unneeded train of thought. Even after all this time, that little gesture still reddens her cheeks.

"The only thing you should feel bad about is forgetting to take your sweater off." Your hand comes down over her side, stopping just above her hip. "You must’ve had a really good time."

"Oh yes!" Her voice is still just above a whisper, in spite of how enthusiastic she sounds. "Applejack brought a few jugs of hard cider and Pinkie found some of her old records. I haven’t heard those songs in years! Oh it was so much fun."

Your hand sweeps in across her stomach, brushing against the tip of something stiff and slightly wet. Fluttershy squeaks just as her pupils shrink to pinpricks.

"Looks like you saved a little fun for us."

Cheeks darkening but still with a bashful smile on her lips, Fluttershy takes up the hem of her sweater and tugs it down over her erection. The action pulls it tight against her torso and the way that she rests her hands across her chest only serves to further draw your attention to two mounds in the fabric.

"Y-You don’t have to." She still sounds a little sleepy – her voice is still light and somewhat distant, warm with the comfort of recent slumber.

"I don’t have to." Your hand moves about onto her hip, stroking back and forth. "But I’d love to." Another gentle kiss, this time upon those soft, sweet lips and Fluttershy returns it only a quick moment before you break it. "Because I love you."

"Are you sure?" Still thick with sleep, her voice has the warmth of arousal to it.

"I was about to ask you the same." Slowly, gently, your hand slips around onto the swoop of her buttock. "You know I won't force you but I really would love to take care of this." You wave another hand down at the bulge at the base of her sweater that now bears a growing damp patch.

Fluttershy, in response, simply lets her eyes fall shut and sinks further back into her pillow, shuffling around onto her back. Her smile, wan with the last vestiges of sleep, is no less inviting than the rest of her body. The leg that still lies under the covers makes its way over until you feel a hoof touch your foot.

In spite of the amorous touch, her hands anxiously shift to her sweater and, still speaking low, Fluttershy whispers, "just be gentle, please."

One of her hands reaches out and you take it gently, wondering at the slightly moist feeling on one side of it. From the corner of your eye you spot the damp patch that's formed on the bulge in her sweater. The shaft that protrudes from between her legs bulges with veins along its length; how many other mornings had she awoken like this and not sought out your loving touch?

Her arm tugs you back to the present as well as across the pillow until you're facing her. Fluttershy's mane smells sweet and is mixed in with the slightly musky, heady scent from a night's sleep. In time to running one hand down her side, you lean in close and brush your lips against the mare's. A tiny gasp escapes her before she closes the distance and kisses you. There's still the slight alcoholic tinge to her breath from the hard cider but you're far more intent on the suppleness of her lips, the contrasting strength and insistence of her tongue and how her eyes still remain shut.

Running your hand along her side leaves your fingers tingling in what must be a simple trick of the mind. It's not quite pins-and-needles but more a pleasant sensation like touching that magic-enchanted fabric Rarity sometimes stocks. Fluttershy giggles, still holding the kiss but breaks it suddenly with a delicate gasp when she feels your hand stroke along her hipbone.

The sound of her legs rubbing against the bedclothes easily overshadow whatever it is she’s whispering but when you hook your hand under her sweater, the mare instantly halts you.

“We don’t want to get it dirty, right?” You put on a goofy grin and waggle your eyebrows mock flirtatiously.

“What do you mean, dir-- Ohh.” Fluttershy pulls back further into the pillow, her cheeks reddening dramatically.

“If if makes you feel any better I’ll get undressed with you.” You make to pull away and grab your vest but your partner stops you.

“Just, um…” Her hands hold yours in place for a moment before she moves them over to you, taking your vest. The movement is slow and deliberate, her eyes slowly following the trail of her hands as she pulls the vest upwards, forcing you to pull your arms back. The coat of hair covering her fingers touches your bare skin now and again and they leave that same pleasant tingling-like sensation in their wake.

“Almost.” You offer Fluttershy a cheesy grin and she giggles quietly, pulling the vest up over your head.

That article of clothing gone, you begin to feel a little conspicuous in your increasing nakedness.

Perhaps the mare notices your movements, slightly pulling away from her because she reaches out and touches your chest, saying with a little more confidence, “You don’t have to, you know… What you said about me, that’s what I like to think about… you.”

You pause, soft sheets and mattress slowly swallowing you up and respond, “what did I say about you?”

A yellow finger traces a trail from one side of your chest to the other, sliding across one of your nipples in just such a way as to make you shiver.

“Remember when we first…” She trails off, blushing and your attention is caught suddenly by a throb of her member. “You said I was… Beautiful and you didn’t care what anypony thought about… What makes me… Different.”

Sighing, you take her hand in your own--internally bemoaning the sudden loss of that lovely touch--and nod. “Because I meant it, ‘Shy. You are beautiful. All of you.”

The mare smiles sweetly and nods, drawing your hand back over to her body.

“Okay.”

Sensing what she wants, you slip your hands down along her sides while she does the same to you. Only she doesn’t stop there; her thumbs hook into the waistband of your underwear and, with a bitten lip, she slowly tugs them down. The sight of her in such a state of undress and lying so close to you, kissing you and the gentle touches have had their inevitable effect on your body.

Your penis springs from its fabric prison, Fluttershy all the while intent on getting your underwear down along your legs. It takes a little shuffling and bending but the two of you manage to slip them off before she, unlike you’d expect, tosses them to one side.

Now it’s Fluttershy who strokes along the bump of your hips. Not for the first time, either; memories of nights with her gripping them tightly as she slowly pulls you back onto her spring to mind. Moreso when a hand trails over your hip and gently squeezes one of your buttocks.

You can’t help but issue a sudden gasp of surprise and Fluttershy giggles at the sound, instantly raising a hand to her mouth.

“Oh gosh! I-I’m sorry, I didn’t mean to--”

“We’ve no secrets, right?” Still, it’s hard not to feel just a little embarrassed by your outburst. “You know I like it when you take control and…” For the first time that morning you’re at a loss for words.

Her hand comes back over, running in a slow, gentle circle this time before she whispers, “would you like me to… ‘Take control’ again?”

You know how your bitten lip must appear to her--inviting, if the way in which those deep blue eyes slowly widen is anything to go by--but all you can manage is a silent nod before breathlessly replying, “if you’d like to.” Taking a deep breath, you regain some semblance of your composure. “But I think I need to wake you up a little, first.”

Shuffling back over, you decide to surprise her and slowly extend one leg across her hips before bringing yourself up to straddle her waist and look down. Fluttershy’s eyes widen for a moment and she sinks back down into her soft bedding before her body relaxes and her member strains against its fabric confines.

Wasting no time, your hands slide down to her sides and gently pull at the sweater. It’s almost as soft as her coat and dreadfully thick but then there’s an entire closet’s worth of such clothing against one wall.

Her mane’s back to its previous state, lying in thick tresses about her head and neck. Even looking at it, you can feel how silky soft it is but only for a moment longer. The slow pace at which you’ve been lifting her sweater comes to a halt just as you expose her two plush breasts. Still holding her sweater in place--right over her head--you lean in and kiss the point of her sternum between her breasts. The mare gives a quiet gasp, body shivering before you start moving again.

When just her mouth is exposed you lean back in and brush your lips against her chin before leaving a longer kiss, making Fluttershy smile in a way that warms your heart.

Taking the sweater up the rest of the way is an easy, loving task and one that brings your now naked bodies together. Her turgid length rubs against your own as you undulate your hips and, holding her hands after setting aside the sweater, you each come together in a kiss.

Short but sweet and leaving the lingering taste of her on your lips, you pause for just a moment more to enjoy the feeling of her penis throbbing against your body before rolling back over to one side and leaving her exposed. Your hand takes up a position on her upper stomach, moving in gentle circular motions.

Each one brings you just a little closer to her stiffened penis, Fluttershy’s legs twitching almost in time to the movements. It had been quiet before now but her tail starts moving, shifting from side to side between her legs until finally it stops, stiffly caught in place as you deftly glide the back of your palm against the smooth, moist tip of her member. Your partner lets out a small whimper, stroking one hand down along her chest towards your own but stopping short of reaching it.

“I’ll be gentle,” you whisper, slowly extending your fingers around the flaring head of the mare’s member.

Fluttershy lets out a long sigh of contentment upon feeling you grip her. It’s matched by a thick line of fluid rolling down from the head and onto your fingers. Far hotter than you expected, you still can’t tear your hand away - you have all morning to show your lover how much you care for her and are intent on doing just that.

Filling the air is a soft rustling sound as Fluttershy rubs her hooves against the bed in little motions. From the edges of her sweater you can just about make out her wings quivering against the soft bedclothes but there'll be plenty of opportunity to tend to those later - you hope.

Her chest rises and falls slowly, hitching once or twice while you bring your hand down around the rounded head of her member. The thing strains against your grip, just about fitting between your fingers but it's those eyes that catch and hold your attention. Blinds still drawn, they glimmer in the dim light like wide pools of water.

Perhaps you take too long, holding yourself there and enjoying the simple pleasure that comes from appreciating her beauty - Fluttershy gently rocks her hips upwards, pushing another inch of her penis through your grip. Eyes falling shut as a hiss leaves her, you turn your attention further down her body; over her delicate neck and between her luscious breasts, you trail two fingers.

Your love bears a slowly widening smile that morphs into a little 'o' shape as your fingers swoop around one of her breasts to cup it. Gently--just as you'd promised--you extend one thumb across the mound, circling on the areola and delighting in the quiet sigh that arises from that touch.

The skin of her nipple is warm and stiff when you pass your thumb over it with just enough pressure to catch her attention and make the mare tense suddenly. A little shiver runs down her back when you slip your hand further towards her side, keeping a gentle hold while you lean in and kiss her breast twice - once at its edge and again upon her nipple--running your tongue quickly over that stiff little nub--suckling upon it as you pull away.

Further down her body, your hand slips along the shaft of her penis, fingers bumping against the medial ring and bringing with it the chance to pause. The organ pulses with each beat of her heart, a steady rhythm that had on more than one night been on that you fell asleep to. Now, with it gripped between your fingers and Fluttershy’s breathing becoming increasingly laboured, it brings with it a distinctly different comfort.

Stroking a thumb along the ridge below the flare makes her splay her legs out, struggling to hump against your hold but only finding you moving with the motion.

“Relax, sweetie,” you coo, “we’ll get to that.”

The resurgence in the flow of fluids disagrees however - it could not possibly come soon enough but Fluttershy at least nods, settling herself back against the duvet. Belied by their slenderness, you have quite the intimate familiarity with the strength behind those hips and a part of you longs to just end this right now and let her put them to work. But then you feel her penis throb between your fingers and lean close to her, the warmth of her body having grown, and kiss one of her shoulders.

Her arm twitches against your side, surprising you and making you jerk your hand on her member. Fluttershy lets out a muted cry, a few droplets of pre landing on her chest from the sudden rousal of her passions. Temptation proves too much to resist at the sight of them glistening there and you instantly close the gap, kissing at each hot little drop--musky, salty, ever so slightly earthy--until she lies clean and your own arousal begs your attention.

And finds its relief in a gentle hand and delicate fingers slipping around your own member, holding it in a gentle grasp. A quiet gasp passes your lips, your eyes instantly picking out the grin on your lover’s face at how easily she’s undone your composure.

“You looked a little sleepy, too,” she quietly calls from the safety of her pillows.

The fine coat of hair that covers her whole body provides the most delightful sensation upon your sensitive skin as Fluttershy slowly rotates her hand around on you.

Eager to regain control of the situation, you slip your hand down to the base of her shaft, the smooth skin’s texture broken only by bulging veins. Fluttershy loosens her grip on you, moreso when your hand glides down further to gently cup her heavy testicles. Her hand falls away, leaving you free to concentrate on the two orbs that spill over your palm.

As gently as you can, you squeeze on one, kneading it against her inner thigh. Fluttershy groans, trailing her hand against your stomach. Pre dribbles from the tip of her member onto her own abdomen and swells up in volume as you continue rubbing. If you were in a different position this might well have been easier but still, if the way she kicks her hooves out is any indication it’s still enjoyable.

But you can only keep at that for so long; the mare rocks her hips back and forth, eager for more direct stimulation. This time, you don’t lead her on with a tease. Rolling to your side, you reach over and grip the base of her member, stroking up and then slowly but never quite making it to the medial ring.

Fluttershy grips the duvet tightly, her breaths turning heavier and the movements of her hips more insistent. You slide your hand a few inches along her shaft until you’re stroking just along the medial ring. All the while, you still roll her testicles around in your other palm; her thighs by turns clench shut around you and splay wide, always allowing you enough room to keep working those tender orbs.

Your pace quickens as your hand nears the tip of her member, coaxing yet more glistening fluids to drip down along the shaft or pool on her smooth stomach. Eyes held tightly shut, Fluttershy reaches around for and immediately latches onto one of your arms.

“I… I don’t think I can hold it much longer,” she squeaks, just as your palm comes up over the flared tip of her penis.

A few rotations on it draws a series of moans from her, as well as liberally smearing your hand with her fluids. The turgid organ twitches and throbs at a pace that signals just how close she is to orgasm - as if she needed to tell you.

Slowly--achingly for her, you’re sure--your hand comes to a stop and then slides down onto her abdomen.

Blue eyes frowning, Fluttershy shifts her head across the pillows until it’s close to your own.

“Wh--... Why?”

Taking her hand from your arm and holding it in your own, you ask, “how do you feel?”

“Good,” she mumbles in return, “but I would’ve liked you to get me off… Oh! Not that I didn’t enjoy that. It’s just… um...”

“Just that I didn’t want it to end before...” You search for just the right words and find yourself coming up short. No matter how you twist it, there’s no getting away from the nature of what it is. But it’s that same nature which leads you to simple honesty. “Make love to me.” Her hand squeezes yours. “I think we’d both enjoy that far more.”

For a moment, the mare lies there silent, eyes searching your own. She scooches over on the bed, steel-hard member bumping against yours.

“You mean… ‘Take control’? Like that?” There’s anxiousness but also the subtle hint of excitement to her voice.

That tone raises a little redness to your cheeks. “Well, yeah. I know how good it makes you feel.” She goes to speak but you stop her. “And it makes me feel just as good.”

Just like that, she’s over against you, sweeping into one of those kisses that you are usually the one to initiate. Her lips, so soft are a stark contrast to the ease with which she turns you over onto your back. Your legs almost reflexively come up and Fluttershy gently guides them as she shuffles up, breaking the kiss momentarily as a loud whoosh sounds out from her wings snapping up. Just a moment, though, before she’s back down and steals your breath away.

Those feathery appendages come down, encircling you as the mare spreads your legs about her hips and shuffles forwards until you lie pinned beneath her and that stiff member sits pressed against your backside. Hot and moistened from her pre, you shiver under its touch and in letting your mind wander to what lies ahead.