Okay, so two things about this one chapter in particular.

1. In this chapter, Fluttershy's and Twilight's "Ponied-up" forms are different than they are normally portrayed in Equestria Girls. Just to be safe, I added an Alternate Universe tag to cover my bases.

2. This is the only chapter in this entire set where the geode is never used. But, the basic idea of this fic was to write a series of sexual experiences that you could never have with a normal girl in the normal world, and this chapter definitely has an experience like that, and that's how I justified writing it.

Edit: While writing Twilight's chapter, I suddenly remembered that Sci-Twi never canonically uses any magic other than levitation, and yet I have her perform the cloud-walking spell in this chapter because I never even realized that detail until just now. Now I'm definitely glad that I added that Alternate Universe tag.

So, to recap, the character's anatomy and abilities in this story are not consistent with the original series, and the sex in this chapter kind of goes against the premise that you may have expected. Feel free to downvote me if you want, I honestly won't blame you if you do.

"Umm, are you still doing okay?" Fluttershy asked quietly.

"I'll be doing much better when we're on solid ground," I answered nervously.

"Solid ground?" Twilight asked, confused. "Aren't we carrying you up to a cloud for the next two hours?

"I'll be doing much better when we're on a solid cloud," I amended.

"Clouds aren't solid," Twilight argued. "This cloudwalking spell that Princess Twilight showed me will make clouds feel solid, but they're still-"

"Whatever, just put me down somewhere where I'm not a moment away from falling to my death!!" I yelled.

The three of us were hundreds of feet up into the air. Fluttershy was on my left side, Twilight Sparkle on my right. Our arms were all tightly linked as the two girls used their magic wings to lift me higher and higher into the sky. I kept my eyes fixed on the horizon the entire time, too nervous to look in any direction but straight ahead.

You see, Fluttershy wanted to go bird watching in the forest by the Everfree campgrounds. That was her idea. But it was my dumb idea to get the best bird-watching experience possible by using Equestrian magic to camp on top of a cloud the whole time. It was a decision that I was regretting further and further by the moment.

But before I could even think about backing out, we made it to our destination: A single cloud hanging high over the forest of Camp Everfree. Once we were hovering over the mass of vapors, I felt both girls let go of me. I couldn't help but yelp a little in shock as I suddenly fell. I knew that, scientifically, I should have fallen straight through the cloud, so it felt really strange when I didn't. For a brief moment, it felt like I was going to sink straight through the cumulus cloud. I felt myself briefly pass straight through the airborne particles when suddenly, the air caught me.

It was the strangest sensation I'd ever felt. Somehow, the lighter-than-air particles of water, as light and spread-out as they were, managed to hold me there. It was damp, and felt pleasantly cool in the hot summer sun above us, like a cool mist that I could just lay on top of somehow. I experimentally pressed my hand into the surface of the fluffy platform and felt actual resistance. Almost like squeezing an under-inflated balloon, it got harder to press my hand into the cloud as it went deeper and deeper until I eventually felt like I hit a soft, damp, invisible wall. The same mysterious force that kept my body from falling to earth was also keeping my hand from pressing further into it.

My thoughts were disrupted by a small little flash of light that I just barely noticed in the corner of my vision. "This feels... really weird," Fluttershy said, suddenly standing directly behind me.

I didn't even hear her land. How could I? What does it sound like when you land on air? I turned to see that the flash of light was Fluttershy's wings disappearing. I didn't even get to see what they looked like. She looked down at the cloud in mild confusion and unconsciously fiddled with the two pairs of binoculars that she had around her neck.

"It is strange," Twilight explained, standing in front of me. "But it's perfectly safe."

I turned towards the source of her voice and, for the first time, saw what a winged girl looked like.

Twilight Sparkled generally looked the same as before, with the singular exception of the set of deep, royal-purple wings that were folded behind her shoulders, resting there as if it was the most natural thing in the world, once again reminding me that there is magic from another world at play here and that Twilight was no normal girl. And neither was my girlfriend behind me.

"The cloud walking spell lasts for two hours," Twilight continued to explain to me. "I cast the spell on you at exactly 5:00, so Rainbow Dash will come by to help you down before 7:00. I told her to be here twenty minutes early, but I can't promise you she will be. But she definitely will be here at 7:00, though. I know that much."

"I sure hope she gets here," Fluttershy spoke behind me in a worried tone. I turned back to see her looking down on me with a look of motherly worry on her face.

"I'm not sure if I could get you down by myself," she continued, still looking at me. "And I don't even know what I'd do if something happened to you!"

"He'll be fine," Twilight assured her, stepping forward sympathetically to calm my nervous girlfriend. I clumsily got to my feet as well and walked over to stand by her side. "Trust me," she continued. "I've already done countless controlled experiments with this spell, and I know that Rainbow Dash will show up on time."

"He'll be safe?" Fluttershy asked with wide eyes. "Promise?"

I was standing behind her and giving her a light hug before I even knew it. I can never help myself. I might just be biased because I'm dating her, but I really do think that Fluttershy is simple the most huggable girl on the planet.

"I promise," Twilight answered with a reassuring smile.

Fluttershy looked over her shoulder and stared at me for a moment, still looking unsure.

I smiled at her and held my gaze until I started to see all of her worries slowly leave her face. Her lips curve upwards and her cheeks dimpled lightly to make more room for her rosy smile that could melt the ice caps with its warmth. I felt my arms instinctively hold her tighter as my own worries also fell away all at once with just that one look. The foreign magical elements at play; the time limit we had... All forgotten.

"Ahem," Twilight awkwardly cleared her throat, still standing in front of us. "Well, I'll leave you guys to it," she announced as she turned and walked toward the edge of the cloud. "Oh, and I charmed your binoculars, too," she said over her shoulder. "They won't fall through the clouds, either."

"Thanks, Twilight," Fluttershy said. "For everything."

"It was nothing," Twilight said, blushing. "Really, it was easy. You two have fun." And without another word, she stepped right off the cloud without a moment's hesitation. And with that, she was gone.

With the two of us left in silence for a moment, I finally started to look around and truly take in the views from our private little section of the sky.

An uncountable mass of trees stretched towards the western horizon. I knew from memory that the Everfree forest was far from the densest forest in the world, but from our vantage point, it might as well have been an impenetrable canopy of green, stretching on forever until the trees simply disappeared over the horizon, dipping away from sight. I started to slowly turn my gaze towards the left, seeing nothing but more of that solid green blanket covering seemingly everything below us. It was so vast, so all-encompassing that I barely even noticed that there were a couple of small gaps in the foliage, dotted with a few tiny structures. It all looked so small from up there, that it took me a while to even figure out what those tiny little buildings could be, standing out at a random point in the middle of the trees, as if someone had just dropped them there by mistake. It slowly started to dawn on me that I was looking down at Camp Everfree.

We had once spent an entire weekend on those grounds, and never once did the camp feel small or restricted. In fact, that was probably the most open area that I've ever spent a weekend at. It didn't feel small, at all. That is, not until I had to squint my eyes to even spot the campgrounds from our spot high up in the sky. I caught sight of the dirt road leading up to the camp and followed the path further and further north. The little dirt road started to curve and wind less and less, and the dirt started to look less like dirt and more like black asphalt. I had to study another mile of the road before I realized that it actually was black asphalt now. The change actually happened a few miles down the road, but I didn't even notice. As my eyes continued to wander lazily up the street, I saw the ocean of trees on each side of the road split apart, and give the little road some more space in order to expand into a divided two-lane highway.

The ever-present trees along the road began to slowly thin out as more roads connected to the highway. My eyes started to catch the tiniest little hints of movement as I noticed a small amount of traffic scuttling down the roads far below us. I started to notice more buildings as the traffic started to grow, along with the ever-expanding network of highways connecting to the massive freeway that started out as a tiny little dirt road. Further east of the freeway, I spotted a small city.

It took a moment for that to sink it. I could see an entire city from where we were standing. It would have probably taken me twenty minutes to drive through that city, but I could clearly every single building from this one spot. I saw the gas stations and restaurants that populated the streets close to the freeway. I saw a couple of suburbs and neighborhoods sprout up as civilization started to slowly creep its way inward. And, I saw a school, situated near the center of many of these neighborhoods. It was the largest building in miles, but it still seemed so small and modest from where we were. It was a basic red building with a small clock tower on top of the structure's domed roof, and a marble statue of a horse standing in front of the main entrance.

I did a double-take upon that last detail. I almost couldn't believe it, but I was looking down on Canterlot High. I could actually see our school from here!

It takes about forty-five minutes to drive from Canterlot High to Camp Everfree. I never thought that I would ever be able to see both of them at once. It was a truly surreal experience. As I drank in more and more of the view, I started to realize that growing up in that small school in the middle of that small city made me forget just how big the world truly was.

It was incredible. Even though I could make out details like schools and roads, it no longer felt like I was looking at individual things anymore. When I looked down, I simply saw... the world. Yes, there were streets and forests and cities, but they all started to feel so insignificant as I literally looked down upon all of it. It was all connected. It was all just tiny, inconsequential parts of a greater whole. The little details below me all started to blend together until the only thing that I could distinguish beneath us was planet earth itself.

Fluttershy was similarly stunned into silence as she took in the scenery with similarly wide eyes. I would have been more than happy to just let this moment last forever. Just the two of us, looking down upon the earth, watching its inhabitants habitually shuffle around like a million gears in a clock. Everything was just so perfect.

But unfortunately, we had a time limit.

"So, bird watching?" I quietly reminded her.

"Eep!" she actually jumped into the air in shock when my voice broke the tranquility of the moment, even though I tried my best to be quiet.

"Oh! Right!" she said, seemingly forgetting the entire reason we were up here in the first place. "Here you go," she said, slightly frazzled, and handed me a pair of binoculars. I grabbed them and tried to pull away, but she still hadn't let go of them yet.

"Wait, do you want this pair, or the other one, because it doesn't really matter to me if you want-"

"I'll take this one," I said, laughing to myself a little. "It really doesn't matter."

"Oh, okay!" She smiled and started to look through her binoculars.

She found something immediately.

"A Peregrine falcon!!" she squealed in delight. Her face lit up like a little kid finding a pile of gifts under a Christmas tree. "They have a faster diving speed than any other bird in the animal kingdom! 200 miles per hour! Ohmygosh ohmygosh!!"

The next half-hour flew by in a breeze. I sat there and watched the world moving all around me. People walking around downtown, people getting into their cars, stopping and going at the various networks of crosswalks directing the ever-flowing stream of human bodies to each one of their destinations.

At one point, I saw a man walk out of his house and decided, just for fun, to follow that one random person around and see where he goes. The man left his little house in his little neighborhood and stepped into this little sedan. He took a right out of his subdivision, stuck to one road for a while, then turn left along a road that just skimmed across the edge of downtown. Another right, then he stopped. His brake lights lit up as he slowly started to back up, angling himself into a spot on the street in order to parallel park along between two other cars. He needed to wiggle himself forwards and then backwards one more time before locking himself in, stepping out of his car, walking for half a block, then finally ducking into an electronics store.

It blew my mind to think about how, among the incomprehensible amount of people wandering around the globe with no obvious direction in site, that each and everyone one of these people were still people. That one man had a story. Maybe even a family. Why did he need to drive all the way to an electronics store? Did a new game come out that he wanted to try? Was he buying something for his kid? Did he even have a kid? Did he have several kids?

Counting the number of people walking around below us felt almost as impossible as counting every star in the night sky, but they were all still individual people that are ultimately overlooked and forgotten once you take a far enough step back and look at the world in a wider lens. It honestly made me start to really think about life. It was an experience that I honestly couldn't even put into words.

I spent thirty minutes gawking at the massive scope of the small portion of the universe beneath me, feeling small and humble.

Fluttershy spent thirty minutes watching animals. And she enjoyed every second of it. By the end of the day, she had found several species of birds, including a family of blue jays, as well as four rabbits, two deer, and an elk.

But, an unknown amount of time later, we both found ourselves laying flat on our backs and reflecting on all of the sights that we had just seen. Both pairs of binoculars were discarded long ago, sitting somewhere else on our cloudy platform. I was sprawled lazily on the cloud while Fluttershy laid as straight as an arrow with her arms folded over her chest, as she looked at nothing but the emptiness of the sky above us as the sun burned orange along the horizon to the west.

"This was a such a perfect day," Fluttershy said while smiling blissfully into the heavens. "I'm so glad that you thought of it."

"Well, the bird-watching was your idea." I corrected. "I just had the idea of doing it from a cloud. That was all."

"Well, it was a great idea," she answered.

We sat in silence for a moment until I got bored of looking at the blank sky and directed my eyes at the perfect girl lying next to me. Her starry, innocent eyes were fixed at an unknown point in space, completely oblivious to my stare as I studied her beautiful face and her long, pink hair. My eyes started to move down her neck and towards her soft, slim arms that were folded across her upper body.

And that's where my eyes froze in place.

Fluttershy had always worn loose, unassuming clothes to school each and every day. Her entire wardrobe seemed to be custom-made to be as inconspicuous as possible. I never really fell for Fluttershy because of her body. It was always her personality, her kindness, and her oh-so-charming smile that got me to fall completely head-over-heels for her. Her inconspicuous clothes, in fact, succeeded in the sense that I've never actually gotten a single hint of the shape of her body, But I never really cared. I already knew that she was perfect, even though I had never even gotten to see a very good look at her body, especially her upper body.

That is, until now.

I couldn't help but lock my eyes on the area where Fluttershy's arms were crossed. Going down her body, her chest swelled outwards considerably more than I ever imagined it would. As my gaze kept drifting down her form, my eyes studied the sudden drop in the curve of her figure where her bra kept her tits high up on her chest. Her arms were folded over the now clearly-visible dividing line between her breasts and the rest of her upper body. And, past those arms was an almost disproportionately narrow waistline. It almost seemed as if her body had an actual, physical dividing line that specifically sent all fat in her upper body to only to the sexiest part, and absolutely nowhere else. From my angle, and from Fluttershy's position, I could see some small hints that underneath the loose t-shirts she always wears, she appeared to have a body that felt almost criminal to hide under her wardrobe. Her upper body had a textbook example of an hourglass figure, at least from the side. I could only imagine what her hips and her legs looked like, but for the first time in our relationship, I started to wonder if Fluttershy's body was as perfect as her personality, without me ever knowing it.

"This really was nice," she continued, completely oblivious to fact that I was blatantly ogling her. "Seeing the whole entire forest from up here..." she paused, trying to find the right words. "I've just... I've never seen anything so... so beautiful."

"Eh," I said nonchalantly and looked back at her face. "I've seen something more beautiful than that." I just couldn't resist.

"What's that?" Fluttershy asked the sky above us.

"I'm looking at it," I answered.

"Huh?" She looked away from the sky, glanced at me, and quickly noticed that I was looking at her.

"Oh! Oh, no no no no no..." she squeaked. Her face turned bright red and she reflexively squirming away from me. "I'm not that pretty," she stuttered, laughing nervously all the while.

I don't normally care for cheesy and romantic lines like that, but I never get tired of using them on Fluttershy. She reacts the same way every time and I never get sick of it.

"Yes, you are pretty," I argued.

"No, I'm not," she giggled as she covered her face from the apparent embarrassment that my words seemed to be giving her. She even stood up and backed away a little bit, as if she was trying to physically distance herself from the compliment.

"Yes, you are," I pressed. "Why do you hide under those clothes, anyway?"

Everything was dead silent for a moment, save for the ever-present high altitude winds whistling past us. During that brief pause, I stood up and turned towards her.

"I've just noticed that you always wear very loose shirts," I continued. "And I just think that it's kinda silly to hide a figure like yours under that fabric." I still wasn't completely sure that she had a perfect figure, but the brief glimpse I saw made me feel like she had to have more than she had ever given herself credit for.

Besides, Fluttershy has always had a sinfully low level of self-esteem; so much so that I always felt a personal duty to give her some personal boosts in confidence whenever I can.

My line of questioning caused Fluttershy to pause for a moment, clearly not expecting anyone else to comment on her wardrobe.

"I just... really don't like drawing any attention to myself," she eventually answered.

"Okay, I understand," I replied, feeling a little inconsiderate for prying.

"Besides, I'm really not that much to look at," she added.

That did it. She needed a boost in self-confidence and she needed it now.

"Take off your shirt," I commanded.

"Wh-What??" Her mouth dropped open and she actually jumped backwards in shock.

"Take off your shirt," I repeated. "We're never going to be more alone than we are right now. Nobody else is going to see you. It's just you and me. And I want to see your body so I can be absolutely sure that you are wrong about how beautiful you are."

"Okay," squeaked out nervously. She actually seemed intimated by my sudden resolve. A small part of my mind realized that I had basically pressured a nervous and timid girl into stripping in front of me, and I would have felt absolutely disgusted with myself if I wasn't already convinced that I need to do this to help her feel more empowered.

She started to pull her shirt up. I only got the briefest glance at her navel before I decided to turn away from her for dramatic effect, deciding to turn around once she had told me that her shirt was off. I heart a little shuffle of fabric as she finished removing her top. Then, I heard nothing for a moment. I could only guess that, while my back was turned, she was about to change her mind.

When she spoke up, it was in the quietest, most fragile voice that I had ever heard, even for Fluttershy.

"It's off," was all she said. "Oh!" she exclaimed, suddenly sounding very surprised by something. "My shirt just fell right through the cloud!"

"Makes sense," I said, still turned away from her. "You can stand on clouds, but Twilight never said that your clothes would be affected." I couldn't think of anything else to add to that, so I simply said, "I'm going to turn around now."

She didn't make a sound as I started to turn towards her. But before I could face her completely, I thought of one more thing that I wanted to see.

"This might sound dumb," I said. "But... can I see your wings?"

For a moment, I heard nothing and saw nothing. Then, without a single spoken word, I saw a small flash of light out of the corner of my eye. I could only assume that her wings were once again out in the open. I stood there for another brief moment, waiting for some sort of acknowledgement from my girlfriend, but got none. In fact, I didn't hear a peep out of her since she dropped her shirt through the clouds. I started to wonder if she was feeling too scared to speak.

I quickly realized how that was probably exactly what was happening. The shyest and most timid girl in school just removed her shirt and was now waiting for me to turn around and stare at her. She must have been petrified.

So, not wasting any more time, I turned around to face her properly.

Suddenly, I found myself unable to speak, as well. But, for an entirely different reason.

When I first turned around, I started by looking her in the eyes, but my line of sight quickly scrolled down past her face, past her neck, and over the pair of round, smooth shoulders forming its way downward into two slender arms that were locked nervously behind a body that was perfect in almost every way.

Past her neck, her slim body swelled outwards ever-so-slightly. Perched high up on this concave portion of her chest sat two large, round breasts that were covered up almost entirely by a light pink bra that was on tighter than it needed to be, resulting in the size and shapes of her private growths leaving absolutely no room for the imagination as the soft fabric of her undershirt stretched outwards trying to keep her mounds pressed up against her generous chest, ballooning inward to reveal a deep valley of cleavage the likes of which I had never seen before.

When I finally managed to tear my eyes away from her chest, they explored further down her body. Beyond her breasts, my eyesight confirmed the curvature that I thought I saw earlier. Once my eyes reached the bottom of her bra, the rest of her body went from round and curvy to smooth and flat in an instant. It looked almost unnatural, as if someone had photoshopped someone else's tits onto a much smaller girl, and the instant the breasts ended, her body instantly went back to being smooth and flat, rather than have a natural curve connecting her chest to her navel.

But this wasn't a doctored photo. It wasn't plastic surgery. It was real. And now that I was staring at her straight-on, I could see that her body was just as unbelievable from the front as it was from the side. Unlike her breasts connecting to the rest of her body, the rest of her curves were perfectly natural. From her slightly wider chest, her upper body caved slowly inward to form a more smooth and narrow naval. From her midriff, her body slowly curved back outwards again, forming a set of shapely hips that were just as wide as her chest, completing the perfect hourglass figure before being blocked by a pair of loose jeans that started to hang off her limbs and forcing me to leave her thighs to my imagination.

I imagined that they could only be perfect.

But before I could be disappointed by the obstruction, I looked back up to study one more thing: The set of wings folded tightly behind her back.

I had always heard that Twilight's, Fluttershy's, and Rainbow's wings were the same color as their skin and that they were only about half the length of their arm spans.

Apparently, I heard wrong.

The pair of wings I saw was absolutely magnificent. They were a slightly darker color than her skin, appearing as a natural dirty yellow that that would look perfectly natural on an everyday bird as well as looking perfectly natural attached to her frame. They reached outwards, slightly wider than her shoulders, even while they were folded downwards. So, downwards my vision drifted as I became completely mesmerized by broad and majestic wings that were curled almost imposingly behind her body.

Layers upon layers of soft yellow feathers stuck slightly outward, covering up the next layer of plumage that would grow underneath it in a perfectly natural network. Even though common sense tells me that humans don't have wings, hers looked like they belonged there. They were beautiful, significantly large than I thought they would be, and they were hidden from my sight for so long, just like the rest of her magnificent body. Her two additional limbs were folded rigidly behind her back, perfectly mirroring the rest of her body language as she continued to stand there motionless, her face growing redder by the second.

My legs started to move forward before I gave them direction, walking naturally along the mysterious surface of the cloud mass that I had normally struggled to gain footing on until now. Fluttershy's face snapped back up at the sign of movement. I could see her huge eyes staring at me in anticipation as I drew closer and closer. She remained rooted to the spot like a deer in a pair of headlights as I stepped closer and closer to her until my face was mere inches away from hers.

Her wide, terrified eyes locked with mine, and at that moment, they didn't seem physically capable of moving away. If I hadn't known better, I would have assumed that she was under trial, staring hopelessly at a man in a black robe who was about to decide if she was about to be sentenced to death or not. I would have never guessed that a woman like her was waiting in terror for me to tell her that she wasn't pretty.

But I couldn't tell her anything for a moment. I just couldn't find any words as I gazed upon her soft, vulnerable face that looked back at me with an increasing sense of dread and hopelessness as the orange light of the setting sun behind her filtered in slowly through her flowing hair that blew slightly in the wind that flowed freely up high in the sky.

The longer I sat in silence, the more her face began to slowly contort with fear, looking for all the world like she was about to cry.

It was exactly what I needed to find my voice.

"You look like an angel," I told her. My voice couldn't help but waver at her presence; my words came out so quietly that she would have never heard what I told her if our faces weren't nearly touching in that moment.

But she definitely heard me.

Her falling face froze completely upon hearing my words before slowly twisting into a look of absolute shock as her eyes grew misty and confused.

"No, I'm not," she whimpered so quietly that I barely heard her.

"You are an angel," I firmly amended, slowly finding my voice again. "Any man on the planet would call you one just by your character alone. You are selfless and gentle; you are a literal embodiment of kindness. You have the personality that most men only dream of."

"S-stop," she whimpered. Her eyes and teeth clenched tightly as if she was just struck in the face and trying desperately to hold back tears.

"And you look like an angel, too," I affirmed. "Your body is as gorgeous as the angels you would see in the paintings. Every part of you is so desirable, that if you had fallen from the sky with those magnificent wings, I would have believed, with every fiber of my being, that you must have fallen from heaven... That... is how beautiful you are."

I heard a soft, almost pitiful whimper escape her lips as she opened her eyes again, looking at me anxiously, searching for some sign that I wasn't serious. I stared back at her and didn't change my expression in the slightest, letting her know without another word, that I meant everything I said.

As the sincerity of my words started to sink in, her face slowly collapsed into a miasma of many different emotions. Her breathing grew shallower and shallower until it started to sound like she was repeatedly gasping for air instead of properly breathing. Finally, the moisture in her eyes built up until both dams simultaneously broke, allowing a single tear to slide down each side of her face.

My arms were around her before I even knew it. I held one hand behind her back, just below the area where her wings sprouted from, while the other hand gently cradled her head towards my shoulder as she actually started to cry.

I'm not sure how long I stood there with her sobbing face buried into my shoulder. It was just a haze of self-loathing, insecurity, and other diseases slowly being purged from her soul as she did nothing but whimper quietly into my shoulder. Again, I'm not sure how long it lasted. I can't recall when she stopped. I almost didn't notice when, eventually, Fluttershy's head gently resisted my hand. I pulled away and put both hands behind her back as she drew her face back far enough to look directly into mine. There were no signs of any of the previous tears as she beamed a truly happy, grateful smile at me. At that moment, I once again felt that truly weightless feeling that only she could give me. There is absolutely nothing in the known universe could ever make me more happy than the simple act of making her happy.

Then, without any warning, she locked her mouth tightly around mine and gave me the most firm and passionate kiss that I had ever felt from her.

I was caught completely off-guard by this sudden display of affection from her. Not because we haven't kissed before, but because I almost always kissed her, never the other way around. She never truly had the confidence to initiate our make-out sessions, even though we've been dating for months.

I quickly got over my surprise and returned the kiss, however. There was a truly surprising amount of force being pressed against my mouth, as well as my back as she fiercely squeezed my body into hers. I suddenly felt the need to catch up, wrestling my tongue with hers as I put more force into embracing her back. She started to subtly grind her body against mine as she somehow found a way to kiss me even more deeply.

Once my mind had finished processing the pleasant surprise of the moment, I started to understand what was happening. Without a single spoken word, Fluttershy was sending me all of her emotions and feelings at once. As she continued her romantic assault, I started to understand that she was trying desperately to convey her love and gratitude towards me with actions rather than words.

As if to confirm my suspicions, she pulled her mouth away from mine for a brief moment, before simply saying "Thank you" and returned to smothering me with passion. I responded by falling forwards, intent on taking her down with me. Her wings instinctively spread out to their full wingspan as we both flopped back onto the cloud, without our mouths ever breaking contact. Her massive angel wings were spread out comfortably flat across the surface of the cloud as we continued to make out and wrap ourselves around each other, writhing around in the dreamlike white fluff.

Between our sloppy kisses, my eyes occasionally wandered over to her wings, her incredible cleavage and her sexy midriff. As her body continued to rub against mine, I couldn't stop myself from becoming erect. I started to feel a rapidly growing desire to see more of that body. To be able to touch that body all over.

I started to seriously consider it. If I tried to go all the way, it would be guaranteed to either make this the single greatest day Fluttershy has ever had if she said "Yes," or completely kill this entire romantic moment in an instant if she said "No." But, I desperately wanted her. And, it might be good for her, too. I already told her that she looks beautiful. Perhaps it was time that I made her feel beautiful, too.

I separated my lips from hers. She instantly lunged back up to meet them again, but I put a hand on her chest and gently pushed her away, much to her obvious disappointment.

"Fluttershy, there's something that I've always wanted to do," I said simply, my mind already made up. "And I think you want to do it, too."

Her look of disappointment quickly switched to one of innocent curiosity. "What is it?" she asked.

I thought for a moment about how to phrase my desires diplomatically so that I wouldn't scare her away. "You'll see," was my response instead. "However," I continued, quickly changing my tone-of-voice to a more serious one. "You're going to need to be assertive while we do this. If, at any time, I start doing something you don't want me to do, just say 'No.' Don't even think about the consequences. Don't think about what I'll think of you for saying it. If you feel uncomfortable at any moment, promise me you'll say so."

"O...kay?" she responded, visibly taken aback by my sudden lecture.

"That's not good enough. Be assertive, 'Shy. Say it like you mean it. Promise me!"

"Okay, okay!" she nodded her head. "I promise I'll tell you to stop if I'm not comfortable," she said resolutely.

"Perfect," I smiled.

"What are we going to do?" she asked, still confused.

I leaned away from her and removed both of her sandals, leaving only her bare feet underneath.

"I'm going to get rid of these for now, but we'll find them later," I said. "Is that okay?"

"Um, sure?" she answered. I dropped her shoes through the cloud and watched them fall through what was otherwise a solid surface, instantly disappearing into the white, misty void and beyond. Fluttershy simply looked on, still not understanding what I was getting at.

Until that is, I took off my shirt.

"Oh," her eyes widened in understanding. "Oh!"

I tossed my shirt to the side, watching it fall through and not even caring where it would land. "Remember," I reminded her. "Just say 'No.'" Then I unbuttoned her pants.

She didn't respond as her face started to glow red again. Her breathing suddenly became heavy, like she had just run a marathon. But she didn't say "No."

Once I got the buttons undone, I unzipped her denim jeans to reveal a pair of light pink panties that matched her bra. She continued to pant erratically as I slowly moved her pants down her legs, noticing that her thighs were, in fact, as perfect as I knew they would be. They were just the right amount of thickness, but they still slowly curved inward as I dragged her clothes further down her smooth legs, past her knees, and finally, off of her completely.

I held the pants off to the side, indicating to her that I was about to drop them. I wasn't expecting a response from her. She just seemed too shocked by what was transpiring to give me one.

But then, to my shock, she nodded. She actually, truly gave me acknowledgment that she wanted to do this. The smile on my face was somehow both proud and predatory at the same time, as I was genuinely happy that she was displaying this level of confidence, and I was also genuinely eager for what was about to happen.

I practically threw her jeans down through the cloud. Then, I stood up and slipped my feet out of my shoes. It was a little odd to watch them simply slide off of my feet and fall through the floor I was standing on, but I was too excited to let it bother me too much. I removed my socks and dropped them through, as well. And then, I watched Fluttershy's already wide eyes grow to the size of saucers as I finally took off my own pants, allowing them to fall down to my ankles, and then past them, free-falling alone with all of our other clothes except for my boxers, her panties, and her brassiere.

She seemed to be almost holding her breath as I stared down upon her body in all of its uncovered splendor. Then, I slowly approached her angelic form and sat down lightly on her thighs. I reached underneath her back and pulled her towards me, sitting her up straight in order to face me. Her face still did nothing to betray her nervousness, but I couldn't help but notice that it was a different kind of nervousness than what I was used to seeing from her. She looked nervous, but also excited. I could tell by the look on her face that this must have been her first time. I couldn't help but find it both funny and adorable how one of the most gorgeous bombshells of a woman that I have ever had never gotten around to having sex before, despite the fact that any sane man in the world would be more than happy to pop her cherry.

I realized that I was truly, deeply honored to be the man to do it as I reached around her back and removed her bra. She gasped lightly in shock as it fell between us, still seemingly surprised that all of this was really happening.

I nearly gasped in shock as well when the garment fell. As soon as the bra left her body, two perfect orbs of flesh seemed to puff outwards, finally freed from the prison that was holding them in tightly in order to try and hide their size. Her naked breasts burst free, expanding to their full size and drooping only slightly, bouncing almost imperceptibly on her chest. Her large, round tits barely sagged at all. Despite their considerable weight, they stood proudly on her chest and seemed to bloat outwards. The two bits of womanly beauty was finally punctuated by a hard, engorged nipple in the center of each one.

I studied her chest so closely, that I noticed a complete lack of expanding and contracting as she was unconsciously holding her breath. I looked up at her face and saw her completely frozen with anticipation.

"Well, better not keep her waiting any longer," I decided. I then wrapped my left arm around her back, wrapped my lips around her left nipple, and began to suck.

Her breath returned in a single, sharp intake of air as she gasped in shock. The sudden contact made her violently jolt in pleasure against the impossibly plush surface we were sitting atop of. My tongue poked and prodded at the softest part of her body until it found her erect nipple, then pressed tightly against that spot.

She squeaked in both shock and ecstasy as my mouth opened as wide as it could, trying utterly in vain to engulf her entire breast. Then, I circled my lips tightly around where I knew the center of it was and began to firmly drag my face across it, locking tightly onto different areas of her breast as my tongue continued to play with its dark center. My right hand joined the action by grabbing onto her right breast and firmly kneading it.

She eyes nearly bulged out of their sockets as she moaned along with my rhythm, all nervous butterflies long gone as her cries of pleasure increased in both frequency and intensity, moaning out loud into the cool, open air. I took my mouth off of her left nipple and put my left hand there instead, squeezing and groping both of her breasts in circular motions as my mouth cut off her screams of delight with an aggressive kiss. I leaned forward, and let gravity take over as I fell on top of her.

My tongue continued to assault her mouth and my hands continued to assault her mounds at random intervals, putting more pressure on them each time and enjoying the feeling of my fingers sinking further and further into her abundant chest. But I certainly didn't enjoy the sensation as much as she did, judging by her continuing to moan and groan into my mouth, louder and louder until we finally hit the point where I was convinced that I couldn't give her anything more in this position.

So, I let go of her breasts and pulled away from her mouth for a moment. Both of us were frantically trying to catch our breaths as I scooted further down her body and removed her underwear. I wasn't even remotely surprised to find a vagina that was just as appealing as the rest of her body. It was soft, wet, and very, very eager for the final course.

I stood up and let my trousers drop out of the sky. Fluttershy looked at my naked penis and, once again, began to breathe heavily with anticipation. I knelt down on top of her and leaned over, bracing my arms against the solid, invisible floor that our two naked bodies were lying on as my face loomed over hers.

She looked nervous but ready. But still, just to be sure...

"Okay Fluttershy," I told her as my face hung over hers. "I'm not going to go any further until you tell me that you want this."

Her eyes darted around briefly, as if she was looking for an answer to my question. Then, her eyes locked with mine for a second or two, before telling me "Yes, I want this."

"Okay, Fluttershy. I'm going to ask you one more time. This is your last chance. Are you absolutely sure?"

"Yes," she answered, without hesitation this time. "I'm sure."

My only response was to nod my head and poke the tip of my penis at her entrance. She gave off a sharp intake of breath and fixed me with a pleading look. I moved away and then entered her properly, feeling her warm, wet insides around the tip of my dick as she groaned and shuttered at the sensation. I pulled back out again and picked my hands up off of the surface of the cloud and returned them to their positions around Fluttershy's breasts, fondling them once more as I thrust myself in, slightly deeper this time, until my cock was about halfway inside of her. Her thighs clenched lightly as she started to pant. My ministrations on her breasts increased in intensity as I pulled back out and entered her even deeper. She moaned once more and started to pant as she felt myself almost fully inside of her now. I let myself slip outside of her once again.

Then, I sunk my fingers into her mounds as deeply as I could and violently plunged myself in as hard as I could. I couldn't help by groan in pleasure, myself as my dick buried itself all the way into her love canal and rammed aggressively against the gooey wall at the very end of the cave.

Fluttershy screamed. Her entire body clenched tightly, including her vagina, which constricted itself even more tightly around my throbbing penis than ever before. I still played with her tits, squishing my fingers deep into her flesh as I pulled all the way out and thrust myself in again, sinking all the way inside of her as both of our bodies sank deeply into the soft and bouncy cloud that no luxury mattress could ever replicate, before bouncing both of us back up, causing me to slip slightly out of her. I quickly pulled out again and plunged myself back in, once again pushing her down into the white fluff, and once again bouncing back up. But this time, as we bounced upward, I slipped out of her, and timed my entrance so that I thrust myself back in as she was sinking back down into the cloud again, using her momentum to push her down even farther, then bouncing up even higher, then pushing her down farther, then bouncing back with enough force for us to actually go airborne for just a moment, before quickly free-falling back down, just in time for me to ram into her again, driving her even deeper into the translucent mass of air.

We bounced on that cloud, higher and higher, but never fell hard enough for it to ever be painful, as the impossible substance always seemed to be soft enough for us to comfortably sink in, but firm enough for me to enjoy the indescribable feeling of shoving myself into her inner wall, again and again, harder and harder.

Our cries of passion grew louder and wilder. My vision started to blur as my senses were quickly overwhelmed by our coitus; our cries of ecstasy were continuously snatched out of the air and carried away on the warm winds that flowed freely through the open air with no obstructions. My body pushed itself all the way into hers, and her body pressed itself all the way into the damp, soft, firm vapors of the white cloud, only to shoot us back up again, then down again. I pushed myself inside of her harder and harder, reveling in the indescribable sensations of making love to a winged angel, miles above the rest of civilization, all alone on our own private part of the skies.

I kept thrusting, kept bouncing, kept focusing on the feelings of her all around me, again and again, until, all too soon, I felt myself shoot my load. I quickly grabbed onto her ass and hugged it tightly to my groin as I emptied myself inside of her. Her arms clamped tightly around me, and her legs clamped tightly around my ass as I pumped my seed as far into her as it could possibly go. She let out one final scream of pleasure, this one louder and longer than all the others as I felt her warm fluids run up my shaft. My eyes rolled into the back of my head as we pressed ourselves into each other as if trying to will ourselves to squeeze out as much as we possibly could.

Once I had shot out the last bit of cum that I could muster, I eased up on my grip around her and fell limply into her soft body. She also dropped like a rag doll, and we both spent a solid minute doing nothing more than lay there and desperately try to catch our breaths. As our breathing eventually slowed down and the skies became silent once more, we just laid there for a while, both of us naked, my hands playing lazily with the feathers of her outstretched wings, and my now limp penis keeping itself warm and comfortable by remaining inside of her body the whole time. Both of us closed our eyes and struggled to find any words to adequately describe how we felt in that wonderfully hazy moment.

"That was amazing," Fluttershy eventually cooed, breaking the silence at last.

"Yes, it was," I instantly responded, opening my eyes to the sight of the most perfect smile achievable my humankind being directed my way. "Who's the most beautiful girl in the world?" I asked her.

Correction: That was the most perfect smile achievable by humankind. Her lips curved up even further and she answered "I am," before producing a heavenly giggle. I felt truly overwhelmed by a sense of pure joy, not just because of her answer, but because of the fact that when she said those two words, she truly believed it.

I can say with absolute certainty that neither of us has ever felt that blissfully happy ever before, or since. I desperately wanted to slow down time and let it last just a little bit longer, but...

"You should probably fly down and get our clothes back," I droned.

"Here they are!" Rainbow Dash's voice called out beneath us as a cyan-colored hand shot through the cloud, holding a pair of boxers, a pair of panties, and a bra.

"AAAAAAEEEEEEIIIIIIIIIIIIIIII!!"

"You guys got twenty minutes left. Do you want these back, or are you two not done banging yet?"

...

"Hello?"

...

...

"...You guys still there?"

...

...

...

"Do you two want me to come up there and join you??"

"NO!!"