You arrive at Fluttershy's cottage after being requested by the shy mare to stop by late at night. You are wearing shorts and a t-shirt as you step up to her front door. Raising your hand, you knock on the door. She had a huge blush on her face when she had asked you and you could only imagine that it was probably something embarrassing. However, the fact that she went to you and not one of her many female friends confused you. Maybe she had a crush on some lucky stallion and wanted dating tips? You are probably her closest male friend. It couldn't have been more than a few seconds after your knock that the door opens a crack. Through the crack you can see the cute face of your shy friend.

"Oh," she says with a smile. "It's you..." Pulling away, she opened the door all the way so you can enter. She is wearing a long bathrobe and that seems to be it. It's tied shut so nothing was visible. When she stepped aside, she blushed a little. "Come in... if you want..."

"Of course," you say with a chuckle, stepping in. Slipping out of your shoes, you set them by the front door as the mare closes it. "I wouldn't have come if I didn't wanna come in," you say, standing up to look at her.

Your pegasus friend smiles and laughs sheepishly. "Right... This way," she says, leading you over to the couch. "Please, sit."

Doing as asked, you sit down. "So, what's this all about, Flutters?" You ask her as you lean back against the couch.

The pegasus holds the halves of her robe together tightly, blushing hard now. "Um... You have to promise not to laugh, or... scream, or... tell anyone..."

Tilting your head out of confusion, you lean forward slightly. "Fluttershy... What's going on?" You ask in a calm and friendly tone. "You can tell me anything."

The mare takes a deep breath and, to your shock, starts untying her robe. Before you can say anything, the robe falls to the floor. Turns out, she is wearing something underneath; a long sweatshirt that reached below her crotch. However, she also has a thick, horse cock hanging between her legs.

"Oh..." you say, realizing her embarrassment.

Fluttershy looks away from you and she hugs herself tightly. "How bad is it?" She asks nervously. You can tell the poor thing's heart must be racing a mile a second.

Looking her over, from her clothed H-cups to her flaccid horse cock, you found yourself extremely attracted to her. Her body, her behavior, her voice all came together to create the perfect mare. "Not bad at all," you say, leaning back again. "Actually, I... like it a lot."

Fluttershy went wide-eyed slightly and quickly returned her gaze to you. "R-Really?" She asks, seemingly relieved to hear you say that. "You like it?"

You nod and smile. "It definitely adds to you, instead of taking away..." This gets another huge blush from her. "Come here," you say, holding out your arms.

"Wh-What?" The mare gasps. "Wh-What for?"

"Just sit in my lap for a second," you tell her. "I wanna talk to you up close. And it'd be way more comfortable than standing and talking."

"Mmm, I suppose..." Fluttershy muttered, before walking over to it. With a permanent blush now, she lifts up her rod and slips it under her sweatshirt to keep it out of the way. She then straddles your lap and looks you in the eyes. "So... um... what did you want to talk about?"

You can feel the warmth and weight of her balls on your crotch, making your own cock harden. "We've been friends for a long time, right?" You ask her. "And, we're very close?"

"Of course," Fluttershy says with a smile. "I wouldn't have shown this to you if we weren't," she says as she gives the cock bulge in her sweatshirt a single tap. Smiling, you placing your right index finger on her bulge and began running it up and down the rod. Fluttershy lets out a soft eep and places her hands on your shoulders. "Wh-What are you doing?" She asks you.

"Fluttershy, I like you," you tell her, getting right to the point. "All of you." This gets her quiet as she just listens in utter disbelief. She doesn't even notice when you place your whole palm on her bulge. "Your voice, your shyness, your body... It's all amazing. Even this," you say, looking at her bulge as you keep stroking it up and down with your palm.

Fluttershy gasps softly and looks down to see where your hand is, but doesn't make an attempt to stop you. You slide your left hand lower and rest it on her right testicle, making her gasp again. Rubbing it, you continue to watch her face as she closes her eyes and lets out soft gasps of, what you assume to be, pleasure. It was all too much and you lean in to kiss her. When your lips meet, Fluttershy's eyes go wide. It isn't long, however, before she wraps her arms around your neck and kisses back.

As you rub her bulge, you feel it throb lightly under the fabric. Moving your hands to grip the bottom of her sweatshirt, you grip it and begin pulling it up. Feeling you do this, Fluttershy stops kissing you and looks down as more and more of her body becomes exposed. Looking up into your eyes, she smiles and raises her arms. Smiling back, you pull her top off and expose not only her cock but her tits, too.

"Sit down," you tell her, starting to stand up before swinging her around and gently setting her down on the couch. Getting to your knees, you spread her legs. "I would like to enjoy your body, if that's okay with you."

Fluttershy smiled and blushed, biting her knuckle before nodding. Smiling in response, you move forward so her nuts were in your face and her cock loomed over your head. Leaning in all the way, you press your face to her sack and inhale deeply. Her musk is similar to a male's only it smells slightly lighter and not as heavy. Rubbing her balls with your face, you reach up and grip the base of her cock. Sticking your tongue out, you begin lapping away at her sack.

Looking up past her shaft, you watch her tilt her head back and lean back against the couch, panting heavily with a wide smile. It's clear she's enjoying this, so you decide to lick up her shaft. When you get to the tip, you start stroking her cock with both hands as you suck the tip into your mouth. With your lips wrapped around her cock head, you swirl your tongue around the meat while you stroke slowly.

Fluttershy opens her eyes so she can watch you work her cock, her moaning becoming louder and slightly more intense. Her hands are now gripping the edge of the couch pretty roughly as you see juice run down the front of the couch. Moving your left hand behind her balls, you feel a wet pony pussy. She had all the goods. Smiling, you push two fingers inside while you stroke her cock a little faster.

"Oh, I feel... s-something coming..." Fluttershy blurts out, lightly thrusting her hips.

Smiling, you pull back and lick away at the shaft, giving the occasional nibble and suck on her meat pole. Hearing her grunts increase even more, you move lower to run your tongue all over the skin of her sack. Sliding your tongue under her balls, you lift them up before sucking on the sack. It isn't long before you hear Fluttershy's final grunt. You are then rewarded with the smell of a wet pussy and the feel of warm, heavy, sticky cum landing all over your back.

You keep your face pressed against her sack as you feel her cum stain the back of your shirt and cause it to stick to your skin. It felt nice and warm and it's letting you know you did a good job in making the mare happy. Not to mention her sack made a nice pillow. After a few pants and gasps, you can hear Shy's breathing return to normal before she lets out a gasp.

"Oh, my," she says, clearly seeing the mes she made. "I, uh... I'm sorry, I..."

You shake your head and inhale deeply before pulling away from her balls to look up at her. "It's fine," you say, before pulling your shirt off and tossing it aside. It landed heavily on the floor with a wet splat sound. Standing up, you begin removing your shorts. You watch the mare's gaze move from you to your crotch. As your cock comes into view, Fluttershy's face becomes redder and redder. Letting your pants drop, you kick them off. "There. That's better." You then move to sit beside her.

The pegasus' eyes seem focused on your cock. Putting your right arm around her, you use your left hand to gently take her right wrist. This gets her attention, making her look you in the eyes. She lets you guide her hand to your rod and, when she feels your warmth on her palm, she gasps softly and looks down again. Gently gripping it, she began to run her hand up and down its length. "Oh, wow..." she says softly. "My first time... touching someone else's..."

As she starts stroking your cock, you move your let hand to her right breast and rub it gently. Leaning in, you kiss her on the lips before squeezing her tit. As her nipple hardens against your palm, you slide your tongue into her mouth. Fluttershy lets her tongue meet yours as you two let out soft moans. "Fluttershy?" You ask between kisses. "I would like... to have fun... with your amazing... tits..."

Fluttershy blushes again and breaks the kiss, her hand still exploring your pole. "What sort of fun?"

"I want to stick my dick..." you begin, moving your hand to hers, guiding it to your balls. "between your boobs..."

"Oh..." Shy says, seemingly both embarrassed and aroused. Smiling, she turns and lays on her back on the couch. "Alright... Anything for you..."

You return her smile and position yourself so you're straddling her stomach. Your right knee was beside her on the couch while you had to place your left foot on the floor for optimum support. Sliding your cock between her breasts, the mare uses her arms to squish them together. As she does, the two of you lock eyes as you begin moving your hips. Her soft tits sure felt nice on your meat and you also enjoy how her tits jiggle each time you thrust forward.

Each thrust edges you closer and closer to painting the mare's face with your cum. However, as you feel close, the mare releases her breasts, releasing the pleasuring pressure on your cock. "W-Wait... Before you finish... could you... possibly... put it in?"

You let the feeling of an orgasm go away before you respond. "Are you sure?"

The mare smiles and nods. "I'm not going to find another like you... Use me all you want and fill me up," she says with a bright red face. She is definitely in love with you and will most likely do whatever crazy thing you want.

Smiling, you nod and get up from the couch. "Alright... Bend over with your arms on the couch."

The pegasus nods and gets up, turning her back to you before bending over, resting her arms on the couch, butt sticking out towards you. "I'm ready," she coos, playfully waving her ass.

Looking at her backside, you can see her anus, pussy, balls, and dangling cock. Smirking, you align your cock with her pussy and slowly start to push in. As you do, the mare clenches her hands into fists, feeling her lips spread wide for the first time. You push more and more in until you fully sheathe yourself inside her, your balls pressing up against hers. Once the mare seems relaxed, you start moving your hips. Starting slow, you let out moans as you feel her tight walls squeeze your shaft.

"Oh..." Fluttershy moans out, closing her eyes as she rests her head on the couch. "That feels amazing..."

"We can do this whenever you want," you tell her. "Because I want to be with you, too. More than anything."

The mare props herself up on her arms and looks over her shoulder at you with a smile. "Feel free to finish, then," she coos with a blush and light giggle. "I'll want this a lot..."

You give a single nod and grip her hips. "Get ready, then..." you tell her, before speeding up your thrusts. Slamming your hips into hers, you also feel your balls slap against hers and, leaning to the side slightly, you see her breasts bouncing like crazy. Grunt after grunt and thrust after thrust, you get closer to your orgasm. "Here it comes," you say, giving one last warning before speeding up even more. With one final thrust, you bury your rod deep inside her before you begin emptying your balls. You can feel the warmth inside become slightly more intense now that your cum is filling her up. The mare lets out sot moans and coos as she also feels your warmth.

When your balls have been satisfyingly emptied, you pull out, allowing a lot of the built up cum to pour out. As you do, Fluttershy drops to her knees, panting. Getting to your knees behind her, you wrap your arms around her, your hands sliding under her breasts. "I love you, Flutters..."

The pegasus pants and looks over her shoulder. "I-I... love you, too..."

Moving beside her to lay against the couch, you put your arm around her and she moves to lean against you. "You're an incredible mare..."

Flutters giggles and straddles your lap. "Are you... into anything else?" She asks.

"Like... fetishes?" You ask, getting a nod. Smiling, you hold her by the hips. "Well, I wouldn't mind doing everything with you. Every fetish. I'll lick your feet, tongue your ass, drink your cum... If it's with you, I'll do it."

Fluttershy smiles and leans against you, resting her head on your shoulder. "Good... Because, there have been some... things I've fantasized about..."

"Can't wait to hear them," you say, the two of you spending the next few minutes cuddling.