Her not so shy side

Fluttershy and Twilight have a nice "talk", Rated M for sexual themes and situations.

It's a VERY cold night in Ponyville, every pony is in their beds sleeping, covered up with there biggest blanket they have, all except for the organized Twilight, who was busy cleaning the library. Then there was a knock at the door.

"Who could that be?" she said to her self. She opened the door to a VERY excited Fluttershy.

"Oh, hi Twilight, Is Spike here?" Fluttershy asked.

"No, he's with Pinkie, doing what only Celestia knows, why?" Twilight asked

"Oh…no reason, just wondering…" Fluttershy answered.

"So, what brings you to this part of town at this hour?" Twilight asked.

"Oh…um…I wanted to talk…" Fluttershy answered.

"About what?" Twilight asked in a warm tone.

"About…girl stuff…" Fluttershy answered.

"Girl stuff?" Twilight was disappointed, "But Fluttershy, I'm not good at "girl stuff…" Twilight wined, but Fluttershy just laughed and said, "Oh Twilight, it's ok, here, I'll teach you." Fluttershy said in an inviting tone.

"I guess so." Twilight said. Fluttershy invited Twilight to sit, they both sat down and Fluttershy said "You know, for a pony who knows everything, I'm surprised you don't know about girl talk and stuff." Twilight was both mad and embarrassed. Then she retorted "I know Fluttershy, but I just don't get out much."

"Never is more like it." Fluttershy said.

"Never? I would go that far Fluttershy." Twilight said.

"Really? When was the last you were, oh, I don't know, on a date?"

"One year ago." Twilight answered.

"Kissed?" Fluttershy asked.

"Two months ago" Twilight answered.

"Mounted?" Fluttershy asked.

"Fluttershy, that's a little private, don't you think?" Twilight said.

"No, now answer the question!" Fluttershy said angrily.

"Never," Twilight said ashamed.

"Never? Come now Twilight, I'm sure you have been mounted at least once, right?" Fluttershy said.

"Nope" Twilight said.

"Really, never? Hmm…why?" Fluttershy asked.

"Well, I'm a book pony, I don't get out much unless it's with you girls, other than that I don't get out much," Twilight explained.

"Yeah, but come on Twilight, I bet there's a good looking colt waiting for you," Fluttershy said.

"I'm not sure, I don't even thank I'm in to colts," Twilight said.

"Not into colts? Then that must mean…" but Fluttershy was cut off by Twilight. "Like I said, I haven't been on a date in a year, times change and ponies do to," Twilight said.

"But you said you've been kissed a while ago, by a colt I presume" Fluttershy said.

"Yeah but…" she paused, thanking of what to say next, but the words she was trying to keep back opened like a river, "THAT WAS FROM SPIKE!" Twilight covered her mouth trying to stop the already escaped words; she blushed a deep dark red. Fluttershy only stared at her, perhaps trying to peer in to her mind. Twilight, who wanted to change the topic, tried something drastic.… She poked Fluttershy!

"Don't poke me!" Fluttershy said, but Twilight poked her again. Fluttershy asked her to stop, but she continued to poke Fluttershy, and Fluttershy her poked back. They continued to poke each other for a good 30 seconds, until Twilight spoke up.

"Fluttershy?" twilight asked

"What is it Twi…ohh" fluttershy moaned as twilight licked her cheeks, twilight blushed a deep red, as did fluttershy. Nether did speak for quiet awhile, just staring at each other, both speechless, thanking of what to do next. Fluttershy finally broke the silence.

"I have to go!" fluttershy got up and ran to the door, but was stopped by twilight words

"Please don't go" twilight said in a voice of desperation, fluttershy turned around and hugged the purple unicorn; they both stared in to each others eyes, and kissed…

Author's notes: OOO, I love line barkers, don't you? Any way, chapter 2 will be filled with FAR more sexual scenes. See yeah.

"hi pony lovers, this is spike."

"and I'm pinky"

"so pinky, you pulled any good pranks yet?"

"yes spike I have, I placed cameras all around your house, so that WHAT ever you do, I will see it."

"um…why?"

"because…I'm not sure, but I have got a lot of hits on ponytub"

"well, can we see what's happening with Twilight?"

"sure spike" pinky switched threw the channels until she saw it, on the screen, that saw Twilight and Fluttershy making out. They both blushed and said at the same time

"I got to get in on that action" they both ran there serpent ways. Now, back to the real story. :D

Fluttershy and Twilight wore now making out. Fluttershy broke the kiss to get some air; they both wore breathing heavily, short of breath. They shortly returned to making out, their tongues now exploring their mouths, each one letting passage in to the other. There tongues soon began fighting for dominance, Twilight was surprised how much of a fight Fluttershy put up, but Twilight won. Twilight suddenly broke the kiss, both gasping for air. Twilight got on her hind legs and pushed fluttershy on her back.

"What was that, OHHH" fluttershy said as she moaned from Twilight licking her belly, a strand of saliva connected Twilights tongue to fluttershys stomach. Twilight then began to inch ever so lower down her belly, until she found it, a sweet smell it did have, and Twilight HAD to have a taste. She brought a hoof up to Fluttershy's slit and licked it before she began to run it up and down her opening, Fluttershy gave moans of pleasure to this, Twilight then started to lick Fluttershy's slit, she then went deeper in to Fluttershy, exploring her walls. Fluttershy could feel her walls start to contract.

Twilight I'm gonna cu…" she was silenced by Twilights lips, as they kissed, Twilight rubbed a hoof on Fluttershys slit as to not disappoint the yellow Pegasus, fluttershy closed her eyes and then let out a muffled scream of pleasure.

"MMMMMMM!"

Fluttershy's cum dripped to the floor in a slow pace, she was breathing heavily now. Twilight got up and stared in disapproval at the yellow Pegasus.

"*pant* *pant* ha…ha…what? *pant* *pant*"

"Don't I get a turn?" Twilight said in a childish tone, Fluttershy got up, and pushed Twilight on her back, answering her wants, she began to lick Twilight's clit deep, exploring her walls with every inch forward. Twilight gasped at this new feeling, it felt so good inside her, all wet and slimy. Fluttershy felt Twilight's wall contract around her tongue, Fluttershy opened her mouth and waited.

"AHAHAHAH!" Twilight screamed in pleasure as a sea of cum rocketed out of her in to Fluttershys mouth, Fluttershy began to gulp down the liquid, she gulped down every last drop and then kissed Twilight. She could taste her cum on Fluttershys lips; the feeling was both strange and exciting to her.

"Hay, Fluttershy?" Twilight asked.

"Yes?" Fluttershy answered.

"Do you want to try something a little harder?" Twilight asked. Fluttershy nodded.

"Good, now…get on your back" Twilight said, Fluttershy got on her back and looked up to see Twilight…

"al mafusa yaka muche BITO!" Twilight said activating a spell, her horn suddenly started to vibrate and get a little hotter, she then inserted it in to Fluttershy's woman-hood. She began slow, then went faster, and faster. In and out, in and out she went. The rock hard filling was driving Fluttershy crazy. She extended her fore-hooves and grabbed Twilight's head to push her farther in to her self. She felt it coming, but she didn't care. As Twilight finished, Twilight came as did Fluttershy, due to her sensitivity of her horn.

"I love you," Fluttershy said short of breath.

"I love you too," Twilight said.

"Ready for Round Two?"