After the stress of searching for Cadance all day in sub-zero temperatures, it was nice to be curled up on a warm bed with Fluttershy massaging Dash’s sore muscles. We were so relaxed that I didn’t even notice when I got control of Dash’s body back. Both of us were just melting into the mattress.
“Thanks, Fluttershy,” I said.
[Oh, good you’re in control. I’ve never felt this relaxed. I just want to curl up and sleep.]
Not until after this massage, it’s incredible!
“Oh you're welcome, Dash.” Fluttershy pushed down, causing a joint in my shoulder to pop.
The only thing this is missing is a happy ending.
[I. . . almost agree with you, but she’s my friend not some cheap masseuse.]
Say, you always seem a little up-tight around her. What gives? Is it because you’ve always wondered what it’d be like to be with a mare?
[What?! I. . . no! That’s preposterous!]
“Fluttershy, could you do me a favor?” I asked.
“Sure, Dash.”
I turned my head to look at her. She was sitting to my side and kneading the muscles in my back. “Well, it may be a little awkward. . .”
[Wait, you’re really gonna ask?]
Yeah. If you like it, you can blame me in the morning. And if you don’t like it, you can blame me in the morning. You know you’re curious.
[No way!]
Please!
[. . . fine, but only if you tell her it is you first.]
Ha! I can totally pull this off.
“Yes?” Fluttershy paused and waited for me to speak. I glanced around, seeing the other ponies had gone to sleep.
“Well, it’s actually Don now and you see. . . Dash has been in heat. It hasn’t been so bad, but it’s like this itch I can never get rid of! And I was so relaxed with this massage, I mean, if it’s not too weird and you could just uh. . . lend me a hoof?” I asked.
Fluttershy blushed and glanced away from me. “Oh, I see. Well um. . . that’s asking a lot.”
“Have you ever wondered? I mean, I know Dash has.”
[Hey! Watch it, buddy.]
“Well, actually. . . yes, but I have enough trouble trying to find a nice stallion to date,” Fluttershy admitted.
[What?!]
“Okay, so I’m just some human guy, and you and Dash are best friends. I personally think you’re the most beautiful mare out of the bunch here.”
“You’re just saying that,” Fluttershy replied.
“Ask Dash tomorrow, I’m always telling her how hot you are. So I can’t promise much because I’m making this up as I go, but why don’t we go to an empty room in this hotel and fool around?” I asked.
“I. . . well, okay. I suppose if Dash is okay with it and it’ll just be as friends, and a human who thinks I’m cute.” Fluttershy glanced back at me, barely able to hide her excitement.
It’s a little odd she’s so open to this, but I won’t look a gift horse in the mouth!
[That’s because she—]
Shh! Don’t ruin the moment.
“Dash is okay with it, let’s go!”
I got out of bed and walked on the tips of my hooves to the door, followed closely by Fluttershy. We walked a few rooms down and opened the door, creeping inside and climbing onto the bed.
“Alright, so how do we do this?” I asked Fluttershy.
“Well I um. . . it’s been a while.”
Any ideas, Dash?
[Don’t ask me, I don’t fool around with mares oft—I mean ever.]
Oh, someone was a naughty filly in college, eh?
[Look, your guess is as good as mine. You stick your tongue inside her snatch and wiggle it around.]
Well, when you put it that way I can’t possibly do it wrong.
[Look, just do what Fluttershy does.]
Heh, yeah. I’m sure she’s been with lots of mares. She’s so shy and innocent.
“Okay, Don. We’ll do this but you have to Pinkie Promise not to tell anypony. I’ve always had a bit of a crush on Dash, and we have an ‘understanding’ when one of us is in heat and can’t find a partner,” Fluttershy explained.
Aha! I knew it, you two naughty mares have totally scissored!
[Shut up and don’t gloat, okay? I’m going along with this crazy idea of yours so show some gratitude! Believe it or not, she’s still my best friend and this is a very intimate act!]
You're right, sorry. I’ll behave and enjoy this gift you’re giving me.
[Thanks, there may be hope for you yet.]
“Okay, just guide me in the motions, I haven’t done this before,” I explained.
Fluttershy smiled. “You’re lucky I’ve been a bit frisky lately, and we’re very far away from Big Mac.”
“Wait, you two are dating?” I asked, feeling very jealous.
“What? No, but well he’s just so nice and helpful, and he told me if I ever needed anything. . .” She began blushing furiously.
“Hey, I’m sorry, it’s none of my business. You just seem so shy and innocent. I think that’s why I like you, you’re like a mother.”
[Wow. You’re definitely a virgin. You get a girl in bed and tell her she reminds you of your mother?]
What? Not my mother! I Just—ugh!
“I um. . .”
“Look, I didn’t mean it, you’re just very kind and nurturing. . . uh, I really like your hair! And your flanks. Can I feel them, please? They look soft as butter.”
She smiled and grabbed my foreleg, pushing my hoof against her flank. “Do you really think it’s that soft?”
“Yes, and Dash agrees. Why don’t we get to business, I feel like the more I talk the further into a hole I’m gonna dig myself.”
“Good. I’m tired of talking. The safe word is banana.”
“Why would we need a—oomph!”
Fluttershy tackled me, knocking me onto my back and shoving her tongue into my mouth. When the shock passed, I started to wrap my tongue around hers and enjoy the kiss. It felt amazing, and I hardly noticed how deftly she had begun to rub her hind leg against my snatch.
I started moaning, breathing a bit of air in through her mouth. She continued kissing me until I felt warmth and dampness between my legs. I finally realized what she was doing, she was getting me ready.
I shifted my weight and managed to rub my leg against her belly. My leg slid around until I found her marehood, and began to rub against it, letting the friction heat her up.
Fluttershy finally came up for air, smiling. “It’s been too long since we’ve done this, Dashie.”
“What do yo—” Fluttershy put a hoof on my lips, silencing me.
“Don, shut up and enjoy this. You don’t need to know everything about me and Dash.”
I nodded my head, afraid that if I tried to dig deeper into their apparent ‘friends with benefits’ relationship, she wouldn’t pleasure me with a happy ending.
“Now, try to do what I do. I won’t let you come until you’ve pleased me.” Fluttershy kissed me, pulling back before I could get my tongue into her mouth.
She stood up and I began to wonder what she was up to. She spun around until I had a hind leg on each side of my head. She flicked her tail to the side, giving me a better view of her winking marehood. It amazed me how animated and large the lips were.
Curiosity was getting the better of me, my mind able only to focus on the musky scent wafting down to me. Before I could ask how we were going to do this, she sat down. I gasped in shock, feeling two wet lips slap over my muzzle. My pony anatomy wasn’t like my human anatomy, it was much more rounded and jutted out further.
She slid up and down along the bump on my face, our lips rubbing together. Each breath filled my lungs with her scent of arousal. I swore I could smell some hay and fresh cut grass. I wasn’t sure why, but it made me breathe even deeper.
While I got used to having my vision filled with her dripping pussy, I caught sight of her tight bum. The way her flanks curved up into it, and the tail burst out just above it was fascinating. Her ass was the most beautiful thing I’d seen while on Equestria.
I licked my lips, swallowing a mixture of my saliva and Fluttershy’s arousal. It definitely tasted like some sort of sweet plant. I wasn’t sure why, but I always assumed it’d taste like fish.
[You’re a natural.]
T-Thanks.
Fluttershy yanked my hind legs out, pinning them to the bed with her forelegs. She then hooked her hind legs under my head. From this position, she was able to hold my muzzle against her marehood, forcing me to breathe her scent. I lapped a bit at her dripping flower, enjoying the taste.
With my own hind legs pinned, I felt her teasing my own pussy. She lapped gently at my clitoris every time I winked, teasing me in the worst way possible. It felt amazing, but was so brief it aroused me without offering any relief. I began to wink faster, and Fluttershy continued to torment me.
I squirmed but I was pinned helplessly beneath her. After a few minutes of this torture, I realized she was waiting for me to start licking her own marehood. As soon as I stuck my tongue out, I felt the two slick folds squeezing at it. I searched around, running it up and down until I felt the small nub I was searching for.
When Fluttershy winked and her pleasure button extended a bit, I sucked on it with my lips. It vanished back inside her with a wet plop, and I heard Fluttershy gasp. She must have enjoyed what I’d done, because I felt her tongue push in deeply, chasing my own clitty as it receded back inside me.
I paid attention to how she moved her tongue, seeking out the points where my lips met and teasing it, then running along the side, making my marehood quiver in anticipation. With what focus I could muster, I began to search again for that magical spot that would make Fluttershy gasp. I ran my tongue along the sides of her labia, top to bottom and back again.
It was maddening, trying to focus on her while she teased my body in ways I couldn’t imagine. Dash was truly blessed with this body, and my own male mind was struggling to keep up. We’d barely started and yet muscles were twitching throughout my legs. There was warmth growing in my stomach, spreading to my limbs. My mind was slowly going blank, yet I could feel a reassurance about it. I was safe with Fluttershy.
There was a gentle nibble at my marehood, causing it to tense up and eject a small spray of fluid. When the shiver finished running up my spine, I felt Fluttershy push her weight down on my face. I nipped at her own flower, feeling her wink wide open against my face in response.
I figured deeper was better and leaned forward, driving my tongue in as far as I could. Thought I could not breathe, I could still hear her moaning from my sudden enthusiasm.
Fluttershy was not ready to be outdone, deciding to put my enthusiasm to shame with her experience. She stuck her tongue inside me while suckling at my pussy. My legs were quivering as she somehow managed to find my clit, wrapping her tongue around it. I began to wink, and she somehow managed to suckle until she had the pleasure button between her teeth.
The feeling of her teeth and lips over my clitoris was too much to bear. I couldn’t focus on pleasuring her, due to the electric sensation shooting straight up my spine to my brain. My breathing was run ragged as she expertly teased me, keeping me on the edge of an orgasm unlike any from my previous experimentations with Dash.
There was a feeling of cold air as my marehood closed up due to Fluttershy lifting her head up. “Now, Don, I know it feels good but you have to keep going if you want that happy ending.”
“OOmph mmph!” I said enthusiastically, sticking my tongue back inside her. She still had my head trapped between her legs, which were stronger than they looked. I had no choice but to please her, which was good. Were she not supporting my head I wouldn’t be able to focus past the waves of pleasure in my snatch long enough to eat her out.
Oh Celestia! How. . . How can I focus with her. . . doing that?!
[Just. . . listen to her. . . have to. . . get off.]
Luckily our lips were still pushed together. All I had to do was stick my tongue out and it was right where it needed to be. As I swallowed a mouthful of spit and arousal, I felt her squirt another spray of liquid into my mouth. I pushed my tongue in further, shaking my head from side to side so my muzzle rubbed against her marehood.
Fluttershy had begun to clench her muscles against my skull. She was also pushing in deeper, and relaxing her grip on my legs. She swirled her tongue around in one direction while rubbing her muzzle against my outer pussy lips in the opposite direction.
I tried to mimic her moves but couldn’t. Instead, I focused on licking from the bottom of her pussy, up into her vagina, then curling it into a scoop and drawing it back out. I was able to lick the full length of her, diving in as deep as my tongue allowed.
My amateur techniques must have hit the right spot. She clenched her thighs against my head, cutting off my air. Juices sprayed out of her snatch, coating my lips, nose, and some of it managing to find its way into my mouth. I felt as if my whole face had been sucked into her wet pussy.
When she stopped shaking and regained control, I felt her tongue seek out my clitoris. I tried to pull my head back to breathe, but she held it fast. The warmth in my body and the burning in my lungs combined until I lost myself. I felt muscles tensing up and shaking throughout my body.
Fluid shot out of my marehood, and Fluttershy lapped it all up. The orgasm lasted longer than I could have imagined as a man. Only after what felt like hours of pleasure did she release my head, letting me slump onto the mattress.
Every move she made served to heighten the pleasure, leaving me panting on the bed with my tongue lolling out of my mouth. She got up and laughed, wiping her muzzle off and looking at me.
I tried to get up but was so exhausted that I couldn’t. “Thanks.”
Fluttershy nodded. “After all you’ve put up with, you earned it, Don.”
She pulled a blanket over me and flopped me onto my side, then tucked it around me. I couldn’t have been any happier, then she crawled inside the blanket with me, wrapping her legs around my chest and stomach. I wanted to thank her again, to tell her how amazing this night had been, but I had already fallen asleep.