> When Fluttershy Sleeps
>  by KuroTheFox
> --------------------------------------------------------------------------

> Hey, Fluttershy...
> --------------------------------------------------------------------------

It was a beautiful afternoon in Ponyville. Birds chirping, trees rustling, sun shining, the usual. You decided to go to the nearby park for a walk. It'd been quite a while since you walked for fun. On the way, you came across other ponies who waved at you from a distance. You've been living in Ponyville for such a long time, none of the other ponies batted an eye at you anymore. They considered you one of their own. You arrive at the park and eventually walk into an area densely filled with trees and shrubbery. It was surprisingly devoid of any other ponies. 
"Everyone must be going for a swim," you say to yourself. You weren't complaining, of course. Going for a quiet walk is always nice. You continue following the paved path when you notice an opening in the treeline. You see a dirt path that led to somewhere deeper into the trees. Feeling adventurous, you decide to follow it. You go deeper and deeper into the forest, the countless leaves above you completely blocking the sunlight. You begin to have second thoughts when suddenly, you spot one lone tree by itself, the sun shining brightly on it. Upon closer inspection, you see your close friend Fluttershy laying on her side underneath the tree.
"Hey, Fluttershy, what are you doing here?" you call out to her. You don't get a response. You walk up to her, hoping she is okay. You kneel down in front of her and see her gentle body slowly rise and fall. She's sleeping. You let out a sigh of relief. You reposition yourself so your sat right next to Fluttershy's head. You take a moment to appreciate the surroundings. The sun shined on Fluttershy's beautiful body like a spotlight.
You look back down at her, a wide smile growing on your face. Like a leaf falling from a tree, you slowly place your hand on her mane and pet her. Fluttershy has always been your favorite pony. That's not to say the other ponies aren't great, not at all. It's just that you've always felt the most comfortable with her. Like you could tell her anything and she wouldn't judge you. Also, she was just down right gorgeous. All of her features, her mane, her eyes, her body, were immaculate. You notice a book laying next to her. You pick it up and look at the cover. "How To Fall Asleep Soundly," it read. 

Oh.

Suddenly, the gears in your head start turning. Almost instantly you come up with a very lewd idea, however, it required some testing first. Your heart beating, you lower your face towards hers and give her a quick kiss on the cheek. You wait for a moment to see if she reacts. She doesn't. You give her another kiss, and again, no reaction. Then, just to be absolutely certain, you kiss her on her neck a few times, her most sensitive spot. Again, nothing. She's out cold, for sure. If a kiss on her neck won't wake her up, nothing will. You look around you to make sure no one is near by, and sure enough, you're completely alone with Fluttershy. Your smile is reaching from ear to ear and you can barely contain your excitement. You notice Fluttershy's mouth is agape.

Perfect.

You quietly unzip your pants and pull down your underwear. Your already hardened dick springs outwards into the open air. You get on your knees and position your dick closer and closer to Fluttershy's moist lips. For a moment you debate with yourself whether or not you should do this, considering the fact that she could potentially wake up with a dick in her face. You decide to go through with it anyway.
You gently rub the head of your dick against her drool covered lips. You slowly insert your dick further into her mouth. Her warm breath surrounds your cock in a loving embrace. With butterflies in your stomach you methodically rock your hips back and forth. Much to your surprise, her tongue starts circling your dick, the sensation unfamiliar yet exciting. You let this go on for a while, making sure to keep this sight locked within your memory vault.

She must be dreaming.

Wanting to take this further, you get on all fours and hover your dick in front of her face. You take a deep breath and brace yourself as you plunge yourself deeply into her. As you expected, she can deep throat like a champ. Your body shivers and shakes as her mouth envelops your cock. You slowly pull out of her only to quickly push back in. You repeat this motion for a while, every now and then you hear a gentle moan come from Fluttershy. You start to quicken your pace, your heart beat quickening as well. You slow down again, wanting this moment to last for as long as possible. The thoughts of your cum on her face are already on your mind. You pull out of her mouth completely, giving Fluttershy a moment to breathe. She rolls onto her back with a cute groan. You let out a chuckle. You look down to see your cock glisten in the sunlight. 

Nice.

You prepare yourself to take another tour into her mouth again, your cock feeling slightly cold from the gentle breeze. Before you do, however, you position your balls right above Fluttershy's gaping love hole.

Please don't bite, please don't bite.

Slowly, you lower your balls into her and she gently closes her mouth around them. You silently moan as she licks them like candy.

Is she really asleep?

Eventually she opens her mouth again, letting your now soaked balls free. You reach down for your cock, aim it at her mouth, and enter her once again. This time, you intend to finish it. You begin to pump in and out at a moderate pace, your wet balls satisfyingly slapping against her chin. Her moans have grown louder than ever before and you can sense she's shivering in pleasure. You push your cock in all the way and hold it for a moment. Her tongue circles around the entirety of your cock and you can feel her throat tighten as well. You pull out completely with an audible pop and you let Fluttershy have a moment to breathe. You do this again, and again, each time more delightful than the last. Her entire mouth and chin are completely soaked with her own saliva at this point. Fluttershy moves a hoof down to her now soaking pussy and gently rubs her clitoris.

She must be having one crazy dream.

You begin to hump her mouth again, only now going a little fast and harder as you feel your cum wanting to erupt. You feel Fluttershy squirm underneath you.

Is she about to cum?

You hear her moans increase in intensity, each one sending vibrations down your cock. Her hoof moves faster and faster, her hips thrust up into the air, and her eyes shut tightly. In a matter of seconds, Fluttershy cums incredibly hard, making the grass beneath her wet and shiny. Suddenly, you feel that all too familiar feeling come up as well. You thrust at her mouth with reckless abandon until, at the very last second, you pull out and start jerking yourself off. You fire several shots of steaming hot cum, each one splattering hard against Fluttershy's face. Some of it landed in her mouth and she swallowed it without hesitation. You breathe heavily and slowly crawl backwards so you can get a good look at her, face to face. Your cum has covered her face almost completely. You watch as it starts to drip and roll down off of her. It was a beautiful sight to behold.

Perfection.

You see her eyes begin to flutter open.

Uh oh.

You quickly get off of her and put your pants back on before she wakes up. You kneel in front of her.
"Huh...? What happened?" she whispered. She looks at you.
"What are you doing here?" she asks.
"Oh, uh, nothing, I just happened to find you here," you reply. She sits up and feels her face with her hoof and the cum sticks to it like gum. She stares at her hoof and back to you as she slowly comes to the realization of what happened.
"So...that wasn't just a dream, then?" she says with a blush.
"What do you mean?"
"This is your cum, isn't it?"
"Oh, ah, no, of course not." She raises one eyebrow, not entirely buying your story. You couldn't lie to her any longer.
"Okay, yeah, I put my dick in your mouth while you were sleeping," you guiltily admitted, "I'm so sorry, Fluttershy.
"You know, if you wanted my help with this sort of thing, you could have just asked, silly."
"Wait, what?" She nods her head.
"I understand that humans need to...relieve themselves every now and again. I'd be happy to help you. After all, that's what good friends do," she explains. She looks back at her cum covered hoof and laps at the cum.
"Tasty..." she whispers. She slowly starts to eat all of the cum off of her, happily moaning all the while, seemingly forgetting that you're standing right in front of her. It doesn't take her long to eat all of the cum. Her fur is still quite matted, but it would dry off eventually. She sighs happily and looks at you again.
"If you ever need my help again, just ask, okay?" she says with a cute wink and a light kiss on your cheek.
"You got it."
Little did you know, Fluttershy was aware the entire time.