Warning: Mature content ahead. Although, I’m sure you probably don’t give a fuck. You’ll read this anyway, so why am I warning you? Read on.

Matthew and Fluttershy made their way to Fluttershy’s cottage. They arrived rather quickly, but to their own surprise, two guards were posted at the front door. They had been told that many months ago, but had completely forgotten. They needed to make a plan to get rid of them.

Matthew and Fluttershy hid in a bush a few meters away from the cottage, making sure the guards didn’t see them. Matthew quickly thought of a plan to dispose of the guards.

“Alright, I know what to do,” he whispered to Fluttershy.

“What?”

“Ok, I’m going to sneak around back and climb to the roof of your cottage. I’d say you have enough practice walking to just walk up the trail to the front door. The guards will most likely assume that you are me. While they are distracted, I’ll drop down and take them out. Think you can do that?” She nodded. “Good, then let’s go.”

Matthew made his way behind the guards and climbed up to the roof of the cottage. When he was ready, he cued Fluttershy to walk towards the cottage. The guards instantly spotted her, and much like Matthew had expected, they assumed that she was Matthew.

“Halt! By the order of Princess Celestia, you are to be destroyed on sight!” one of the guards shouted.

“Strange, this doesn’t look like Matthew,” the other guard commented.

“I don’t think Equestria has any other humans in it nimrod!” the first guard responded. “Who else could it be then? Besides, if it’s a human, it will no doubt bring about danger. We have orders to…” but he was cut off by a blade to the throat. Matthew had jumped down and killed the guard. The other guard jumped in surprise. He was completely off guard, and Matthew used this to his advantage.

Matthew quickly picked up the first guards spear. In a flash, he hopped over the dead guard’s body and drove the spear straight through the second guard’s skull. Matthew had used enough force that he even managed to jam the spear tip into the side of Fluttershy’s cottage. The dead guard hung from the spear by his skull. Blood poured out of the wound. Matthew turned to Fluttershy, who simply looked at Matthew’s work.

“Eh, sorry. I know you aren’t exactly used to seeing me do stuff like this,” he said.

“It’s not that. It’s just, I haven’t been here in so long, and you kind of just stuck a spear with a dead guard on it to my house,” she replied. Matthew turned to the hanging guard. He shrugged and pulled the spear with the guard off. The spear came right out of the guard’s skull, allowing for more blood, and even some brains, pour out. Matthew awkwardly smiled at Fluttershy. To his own surprise, she giggled.

“Come on, let’s see if they’ve botched your place up since we were last here,” he said to her, as she walked up to him. She nodded, and they opened the door.

To their own surprise, the place had hardly been touched. Everything was how they left if about two years ago. Fluttershy felt a wave of memories pass over her. She had missed her animal friends so much, only to find that none of them were there anymore. Matthew held her close.

“Hey, I’m here for you,” he said, and she leaned her head on his shoulder.

“I know. I’ve just missed my home so much. I just wonder where all of my animal friends are, especially Angel Bunny. I miss him the most.” Matthew had completely forgotten about Fluttershy’s pet bunny. How had Angel survived without her? Had he left and been surviving on his own? They had no way to really find out.

Matthew and Fluttershy started to walk through the cottage, which seemed much smaller for Fluttershy now that she was human. Regardless, the cottage was still maneuverable. Fluttershy’s bed was actually a little small for both herself and Matthew. He remedied this problem with a bit of his shadow powers, making the bed into a king sized one. Fluttershy smiled at the new bed, but felt like a good memory was just lost. Paying little mind to it, she rested on the bed.

“Tired?” Matthew asked her.

“You have no idea. That spell must have made me really tired. Can we go to sleep now?” she asked.

“Sure. But first…” he went back to the front door. He formed four Shadow Wolves.

“Shadow Wolves, watch over the cottage. If you want, you can eat the dead guard’s remains outside. Let no one come near this place, unless they are friendly,” Matthew ordered. The Wolves automatically would know who was friendly. Having been created by Matthew, they almost shared his sense of friend or foe. The four Wolves proceeded to guard the front door, quickly starting to devour the motionless bodies of the guards.

Matthew removed all of his weaponry and took off the upper half of his outfit. He lied down next to Fluttershy. They turned their heads to each other and looked into each other’s eyes.

“You really are beautiful,” Matthew said, making Fluttershy blush.

“Thanks. Um, before we go to Canterlot, would you mind if we spent a bit of time here? I want to learn a bit more about being human before we go,” she asked. Matthew nodded.

“Sure, whatever you want.” Fluttershy smiled. They kissed each other before falling asleep.

Three more days passed. Matthew helped Fluttershy learn more about being a human, from human biology to simple walking. Fluttershy learned that pretty quickly. She even managed to retain her flying skills, although her new body added a bit of weight. She couldn’t just continue to wear that covering as well, so Matthew helped her make some clothing.

Matthew’s knowledge of video games helped greatly in this area. Although Assassin’s Creed proved to be a huge inspiration for Matthew, Skyrim was another big inspiration, especially in this prospect. Matthew wound up creating a fur bra for Fluttershy, covering up the rest of her upper body with an extensive pelt. This would keep her warm and still cover her up well enough that Matthew wouldn’t always be staring at her. The lower half was much like a skirt, made from various pelts and hides. Where did Matthew get all of the materials? Hunting.

Now that Fluttershy was properly clothed, and knew just about everything about being human, they were ready to leave for Canterlot. But, by the end of the third day, they both just wanted one more night of sleep. However, what Matthew expected to be one final night of good sleep turned into something much, much better.

Matthew once again removed his weaponry and the upper half of his outfit. He sat on the lower half of the bed, while Fluttershy took up the upper half. She was wearing her fur bra and her skirt. Matthew just felt like sleeping forever at that point, but he knew he had a job to do. He lied back on the bed, letting his feet hang off of the side. Fluttershy looked into his eyes with a look she had never really made to him before. All it did was make Matthew both curious and confused.

“Hehe, what’s up with you?” he asked. She didn’t stop looking at him.

“Oh, you know, just looking at you,” she responded.

“Yeah, I am pretty amazing. But, something’s different. Seriously, is something up?” Fluttershy turned away as Matthew sat up and brought his feet back onto the bed.

“Well, um… I was wondering about something,” she started.

“What?”

“We’ve been together for about eight years now, and, well…” she trailed off again. Matthew put his arm around her shoulder.

“Are you alright?” he asked. She turned her head slightly back to him. He could make out that she was blushing.

“I was wondering… well, we never…” but once again, she trailed off. She was really blushing now, but Matthew still couldn’t pick up the signs. He started to think, unable to come up with anything to say. Fluttershy turned completely to him.

“Matthew, can we…” but she couldn’t finish the question. Giving everything one last thought, Matthew came to a realization. Doing so made him feel like a complete dumbass. He smirked at Fluttershy and let out a chuckle.

“Fluttershy, are you asking me to have sex?” She nodded shyly. She turned her head away, hiding behind her hair. “Hey, look at me for second,” he continued. Slowly, she turned her head to look at Matthew. She soon found herself in a passionate lip-lock with Matthew. This wasn’t just a simple kiss, this was them making out, which wasn’t something they tended to do very often.

Fluttershy turned herself in towards Matthew, and he did the same. She felt her hands move around Matthew’s head, holding him close. Matthew’s hands ran up Fluttershy’s back. He felt her soft skin, and she enjoyed it so much. Fluttershy wrapped her wings around Matthew, bringing him in even closer. They continued to moan into each other’s mouths, until Matthew felt himself push Fluttershy onto the bed.

She lied on her back with her wings at her sides. Matthew was on his hands and knees, his body completely over Fluttershy’s.

“You ready to learn what having sex as a human feels like?” he asked her sadistically. It was only a hint, but Fluttershy loved it.

“Well, I never… did it, as a pony. This is my first time.”

“Well, not to worry, cause this is my first time too.”

“Really?”

“Yeah, I wasn’t much of a love maker back on Earth. I got the girls, but I was saving my manhood for the one special girl, and that special girl is you.” He smiled at her, and she smiled back.

“I’m yours Matthew, as long as you are mine.”

“Damn right,” he responded. They started to make out again, this time with much more passion. Their tongues moved into each other’s mouths. They shared their saliva, as they continued to moan. Fluttershy once again wrapped Matthew in her wings, only for him to sit up again moments later. She looked at him with a confused look.

“Lean up a bit,” he told her. She did, and Matthew ran his hands up her back. He undid the strap to her bra and threw it aside. She lied back down as Matthew stared at her breasts.

“You really like these things don’t you?” she asked him seductively. He simply nodded. “Well, now that I know why you like them so much and what they're for, if you want them, then take them.” On that note, Matthew gave her another smirk, and she did the same.

Matthew’s hands made their way to Fluttershy’s mounds. As they touched, Fluttershy closed her eyes and bit her lip. She had no idea that having them touched like that would bring about so much sensation. Matthew could tell she was enjoying it.

“I bet you like that don’t you?” he asked her. All she could do was nod. She let out a sexy moan, which only turned Matthew on even more. He took it one step further. He leaned in and started to suck on her right nipple. Her head flew back, and she let out an even louder moan.

“Oh… please Matthew, don’t stop!” she cried out. He continued sucking on her right breast, while his right hand continued to play with her left breast. Fluttershy’s body was swimming with pleasures she had never felt before. She didn’t want it to end. She caressed Matthew’s head as he continued to suck. He started to lick her erect nipples, which only made the sensation even greater. She felt her left hand move down to her legs. Matthew caught sight of what she was doing and chuckled.

Fluttershy maneuvered her hand into her skirt and started to rub her folds, unsure how it would feel if she stuck her fingers in. She could feel a sticky wetness coming from the hole, and her temptation led her fingers inside. It felt rather weird, but she enjoyed it. She arched her back up and continued to moan as she pleasured herself. Matthew stopped sucking on her breast to kiss her. He continued to play with both of them as they kissed. Fluttershy started to move her right hand down to her thighs as well, but she caught something different.

Matthew felt a tap on his manhood. He broke the kiss and looked down. Fluttershy did the same. The bed covers were wet with Fluttershy’s fluids. Matthew looked back to Fluttershy, and she looked back to him.

“It looks like my little friend is getting antsy,” Matthew said seductively. Fluttershy giggled and helped Matthew take off the lower half of his outfit. At the same time, Fluttershy removed her skirt, as well as her undergarments. As they finished undressing, Fluttershy’s attention was drawn to Matthew’s fully erect member. She blushed heavily at the sight. Matthew caught sight of this and chuckled.

“Well?” he simply asked.

“I’m assuming it goes in there now?” she replied. He nodded. “Please do.” Before he did, he started to joke around.

“Man, who knew you could be such a little whore?” he said jokingly. She giggled as she grabbed onto his manhood. Matthew let out a moan as he felt her tugging on it. “Ok, ok, I get it, don’t call you a whore.”

“It’s not that, I just want you to do it already,” she said, seductively smiling at him.

“Fair enough. Could you please release your grip?” She did, and he slowly moved his shaft into Fluttershy’s vagina. She let out a sexy cry as she felt Matthew’s member become engulfed by her insides. She looked back at Matthew.

“Is that it?”

“Far from it.” Matthew started to thrust his waist, moving his cock in and out of Fluttershy’s vagina. Her head flew back and she continued to cry out and moan, which only turned Matthew on even more. Matthew brought her in for another kiss as she continued to moan. She wrapped him in her wings again, although this time, they were going to stay that way.

Matthew ran his hands onto Fluttershy’s back, pressing her against his body. He felt her breasts touch his own chest, and her warm body touched his own. She wrapped her arms around his back and held him close. Matthew ran his right hand down to her left butt cheek and started to play with her firm rump. Fluttershy’s body was now a pool of pleasure. Every inch of her body was tingling with joy, and she didn’t want any of it to stop.

She used enough force to push Matthew onto his back. Her wings were still wrapped around him, and his member was still inside of her. She adjusted her wings so that they were more comfortable in this new position, and she stared at Matthew as they broke the kiss.

“Oh, so now you want to do some work?” he asked her. She looked at him seductively and nodded.

“You know it big boy!”

“Ohohoho you are good at being sexy, you know that?” She giggled and smirked. She started to bounce on his member, which immediately made Matthew close his eyes and throw his head back. Fluttershy rested her chest on Matthew’s, allowing him to once again feel her breasts on his body. He wrapped his arms around her. It was easier for him to grab her ass now, and he made good use of this advantage. It was even better now.

She could no longer bounce now that she was resting, but she easily fixed that problem. She began to move her waist up and down, sliding Matthew’s member in and out of her insides. This made Matthew’s feeling her behind even more sensational. Both of them moaned in joy as they brought their lips together once again. Their tongues played with each other, and they shared their saliva once again. They moaned into each other’s mouths as the sensations they felt only increased.

Matthew felt his hands move up to Fluttershy’s back. He started to rub her wings, which sent a huge wave of joy through her body. She broke the kiss as her head flew back.

“Play with my wings more! It feels good when you do!” Matthew obeyed. He ran his hands through the yellow feathers of her beautiful wings. They were just as soft as her skin, and any touch of those wings sent joy throughout Fluttershy’s body. Matthew stopped after a few seconds just to hold Fluttershy close. He felt something coming on, literally.

Although his member was wet before, he could feel fluids seep onto his waist. Fluttershy looked down to see her waist was just as wet as Matthew’s. She continued to thrust her waist as Matthew did the same. Her moans only increased in volume. She started to breathe faster and more heavily. Matthew did just the same. They both looked at where the magic was happening. Both of them couldn’t believe what was happening, or that it could be so amazing. They looked back into each other’s eyes.

“Matthew… I feel… something.”

“Yeah… that’s… the climax.” They continued to thrust, only magnifying the sensation. Fluttershy closed her eyes and leaned her head onto Matthew’s shoulder. He started to nibble on her neck, which felt really good to her. Their breathing started to get even faster.

“Matthew, Matthew! I don’t… think I can…”

“Together!” They stared into each other’s eyes for a moment before they started to make out once again. The kiss was passionate, as they moaned and breathed into each other’s mouths. Fluttershy’s moans were much more noticeable, and they made it so much more difficult for Matthew to hold it in. Fluttershy broke the kiss to speak.

“Now! Please! I can’t…” but she couldn’t finish.

“Hold on… just a bit… longer.” But Fluttershy really couldn’t. She felt her insides start to cry out to her to release.

“Three,” she started. Matthew quickly caught on.

“Two,” he continued. They looked down, and then back at each other.

“One!” they finished simultaneously. Fluttershy let everything go and climaxed with Matthew.

“MATTHEW!” Fluttershy cried out, as they both released. Matthew let loose inside of Fluttershy. She arched her back and her body flew up. She pressed her waist down onto Matthew’s member as she released onto it. Matthew cringed his face, closing his eyes and gritting his teeth as he felt his fluids being released into Fluttershy. He felt her fluids flowing over his manhood. They both let out one more short pant. Fluttershy felt herself growing weak as she let herself fall onto Matthew’s body.

They both started to breathe heavily. Fluttershy rested on Matthew’s body as the fluids started to pour out from her insides onto Matthew’s waist. They both knew that the bed was probably covered in this substance. Fluttershy’s head rested on Matthew’s shoulder. Matthew’s head was resting on the pillow. They turned their heads to each other and smiled, still breathing heavily.

“That… was… amazing,” Matthew said, panting between each word.

“Yeah… it… was,” Fluttershy responded, panting in just the same way. They continued to pant as Matthew was still holding Fluttershy close. She slid her wings out from under Matthew and let them rest on the bed. Matthew felt his chest getting a little wet from Fluttershy’s breasts.

“Matthew?” she asked, still panting.

“Yeah?”

“Can we… do that… again?” Matthew let out a chuckle.

“Well… we did… just finish. Maybe… later,” he replied. Fluttershy sighed, but she soon felt her lips up against Matthews. As they released the kiss, their breathing started to slow down to a more normal rate.

“I love you so much Matthew,” Fluttershy said.

“I love you too Fluttershy,” he responded. They felt themselves starting to succumb to sleep. Fluttershy didn’t care if Matthew was still inside of her while they slept. She actually wanted to sleep like that. She adjusted herself to allow her head to rest on the pillow along with Matthew. They smiled at each other before falling asleep. They had just shared a perfect moment together. But, they had shared so many moments together. And on this night, they were going to revisit every one of those moments. Together.

Author's Notes:

Considering I've never written something like this before, I'd say I did a pretty good job. This was indeed fun to write. However, I don't need you people clopping to this. This is not a clopfic, so do not treat it as such. Anyway, I hope you enjoyed this chapter of sex(iness). Next up, memories.