I awoke slowly to the feel of the morning sun shining warmly across my back and side. That was one nice thing about my new furry body, sunlight felt amazing. It was like a form fitting blanket and it always felt just right first thing in the morning like this.

I stretched out lazily in my bed and let out a loud yawn before finally lifting my head. The sun was rather high and I groaned as I realized I had slept in way later than usual.

'With how late it is, I'm surprised Sky Flare's not beating my door down to wake me up,' I thought with a sigh, 'She's gonna be pretty steamed that I'm late for our training session...' I had been teaching Sky Flare to fight like I did for months now. She was a natural when it came to combat, so she had gotten the hang of it pretty quick. So quick, most of what did now was more sparring matches that anything.

I rolled off my bed and flopped to my feet with the now familiar clop of hoof on stone. I'd been stranded here in Equestria for quite some time. So long in fact, I was gradually starting to forget what being human felt like. Toes, fingers, stationary ears, I'd been without those familiarities for so long now I almost felt like this Equine form I had been trapped in was my real body. I knew it wasn't of course, but there wasn't anything I could do to change it.

Lowering my front end down, I gave a long stretch and groaned as my muscles tensed and shifted. Straightening up, I opened my wings wide and rolled them about before giving them a few wake up flaps. Content everything was working correctly, I trotted over to my desk and grabbed my vest.

It had taken me a while to get the hang of getting in and out of it on my own, but I'd gotten it down pat finally. I pulled it over my head and slipped my wings through the slits in the back, before zipping it up snuggly beneath my neck.

Even with my fur, the first few second always felt cold before my body heat warmed the black leather like material up. Resisting the urge to shudder as I felt a shiver run up my spine, I started for my door and paused as I noticed a piece of paper before it. I crept closer and quickly noticed that it was an envelope. Someone must have slipped it under my door while I slept.

I placed hoof on either side of the envelope and awkwardly picked it up. Even after all this time, I still couldn't pick things up with my hooves. Other ponies made it look easy, but for the life of me, I could barely beat a foal when it came to my hooves' dexterity.

With no small degree of difficulty, I managed to tear the corner of the envelope open with my teeth and slip the letter inside it out.

Dropping the parchment to the floor, I used my hooves and unfold the item so I could read it.

'No training today Silver,' I read, 'I got something else in mind for us today. Meet me in the forest by the river at sundown. Do not come looking for me before hoof, and do not be late. Also, don't eat dinner. Sky Flare.'

I frowned at the letter and sat down. 'What does she mean she has something else planned?' I thought, 'And where along the river? It was miles long!' I groaned heavily and shook my head. 'The whole don't eat part makes me think she's got something setup for food, but why in the forest?'

I was deeply confused, but I did as Sky Flare asked and stuck around the palace for the entirety of the day.

As the designated time drew near, I took flight and headed for the nearby forest. We had a number of spots where we typically trained, but only a few were by the river, so I started my search there.

The first three spots turned up no trace of Sky Flare, but the fourth spot I checked had clear signs that someone was in the area. A large blanket was laid out near the water. Several covered dishes sat atop the fabric, and encircling it all was a ring of at least a dozen flickering candles set in shallow bowls of sweet smelling incents. The entire area glowed a dim yellow and set a rather romantic mood over the darkening forest.

The moon was just rising into the night sky as I landed and looked around. I still couldn't see Sky Flare anywhere, and I was a little concerned that I may be intruding one someone else's romantic getaway.

"Sky?" I called out softly, just in case there was a couple nearby that I had missed, "Sky you out there?"

I heard a familiar chuckle and spotted Sky Flare as she walked out of the nearby tree line.

Her reddish orange coat gleamed in the candlelight and her amber eyes shimmered like golden stars. I was a little taken back by how alluring she looked in the dim light, but after my initial moment of speechlessness I managed my usual laugh.

"So, this is what you had in mind, hmm?" I asked, trotting over to her, "Dinner beneath the stars?"

"I figured you could use something more homey than that fancy palace food," Sky Flare said smiling, "I mean, high life is good and all, but there's only so much of it anypony can take, right?"

I chuckled and shook my head at her. "You didn't have to do all this though," I said, taking a second look at the spread of plates, "It had to have taken you an hour just to get all this out here, never mind cook it."

Sky Flare shrugged, then nodded to the blanket. "Sometimes it's worth it to put a little extra effort into something," She said as she took a seat across from me, "Especially if it's something important."

I sat down at an empty plate and eyed Sky Flare curiously. "So what's this something important then?" I asked. There was definitely something going on, but I couldn't figure what it was.

"Later," Sky Flare said, "For now, let's eat." She smiled at me a moment, then began uncovering the dishes she had laid out.

There was a surprising amount of food prepared. Steamed carrots in a honey and cinnamon sauce, some fresh apple slices sprinkled with brown sugar, freshly baked buns, honeyed oats, there was even a small pot of pea soup. It was a rather large meal for two but it smelled wonderful, and everything looked delicious.

As the smell hit me, my stomach alerted me to its desires and I shook my head at its volume. I hadn't eat much today due to Sky Flare's letter, and now that I was looking over such a magnificent feast my mouth was nearly watering in anticipation.

"You know," I smirked as I found Sky Flare to be loading up a sample of each dish onto my plate, "If I didn't know any better Sky, I'd almost say this looks like a date."

Sky Flare smiled at me oddly and remained silent. She finished serving me, then gathered a similar portioning for herself and began eating without another word.

I furrowed my brows a little at her lack of reply. She knew I wasn't interested in dating her, or anyone else here in Equestria, so what was she planning? I had no idea, but I was a little apprehensive about finding out.

It was a wonderful meal, though we talked little during it. By the time we were finished, the chorus of forest insects were in full swing and the fireflies were just starting their nightly show.

I watched one of the tiny flashing insects as it floated about our candles, then froze as it drifted towards me and landed on my nose. I nearly went cross-eyed staring at the thing as it pulsed its yellow light at me.

"Why are you on my nose, little guy?" I asked aloud, though I knew it wouldn't answer me.

"Because he likes you." I heard Sky Flare reply from just beside my ear.

I jumped at her shift in position and glanced over at her in surprise. The Firefly took flight at my sudden shift in movement and hovered between me and Sky Flare. Its glow illuminated her eyes beautifully and I swallowed reflexively at her closeness. I hadn't even noticed her come over to my side of the blanket, and I felt more than a little nervous by just how close she was at that moment.

"S-Sky?" I asked unsurely as I found her to just be staring at me, "What's all this about...?"

"I want the truth, Silver." she said softly.

"The truth?" I repeated rather confused, "About what?"

"About you," she said, "And about us."

"W-what about us?" I asked, backing away a little as she crept even closer.

"You know what." she stated.

"I really don't, Sky," I said, "What are you on about?"

She crept even closer and looked at me hopefully. "You know I like you Silver," she said softly, "Enough to want you to be my... To be my Special Somepony."

I sighed at her words and shook my head slowly. I had a feeling this was what she was getting at, but I really hoped it was something else. I had told her before, countless times that I wasn't looking for a relationship. With her, or anyone else. She'd bring up the possibility of dating every once in a while, but I'd always say the same thing, that I just wasn't interested. She'd then laugh it off till the next time she brought it up. This was the first time she'd ever been this direct about it though, and I felt the pressure of the situation fall on me like a ton of bricks.

"Sky..." I started slowly, "We've been over this... I like you, really I do. But I'm just not looking for something like that."

I watched as her eyes hardened at my words and tensed as she moved away from me.

An awkward silence fell over us and I felt terrible.

After nearly five minutes without a word, I cleared my throat and called softly to her. "Sky?" I asked tentatively.

She shot a fierce glare at me and a stomped a hoof down onto the ground. "Why the hay not Silver!?" she barked rater abruptly.

I jumped at the shattered silence, but before I could reply, Sky Flare continued on.

"We spend nearly every day together sparring and talking," she said, "You've met my family, you've met my friends, and you're even wearing my father's Wonder Bolt vest!"

I could see tears welling in her eyes, but she wouldn't give me a chance to speak.

"We are always together!" she exclaimed, "I hit on you constantly! I've done everything short of tying you up and forcing you to be with me! I know you're not the type of pony to prefer the company of a stallion, and I'm with you enough to know that you're not dating some other mare behind my back, so what's the problem? What is it you can't stand about me? Is it my personality? My looks? Am I not submissive enough? What is it Silver!?"

She turned away from me and began sobbing and shaking her head angrily.

I sighed heavily and gently placed a hoof on her shoulder. I really didn't want to tell her about myself. About the real reason I didn't want to be with her like that. I was afraid that if I did, she'd never talk to me again. But it seemed I didn't have a choice anymore. It was going to have to be now, or never...

"Sky..." I said softly, "It has nothing to do with you, really. It's me..."

"Oh great," Sky Flare said sarcastically, "That line? Really?"

I sighed and shook my head as I felt her jerk her shoulder away from my hoof. "Just listen, alright?" I started, "I'm not from here, you know that."

"Everyone knows that Silver," she scoffed, "And next you'll tell me how you can't say from where because the Princesses ordered you not to say anything. I know the excuse."

"Yeah, they did order me not to say anything," I said, "Because they know how poorly the truth would be taken."

"Look," Sky Flare said sadly, "Just forget it. You win, alright? I'll leave you alone."

"That's not what I want Sky!" I said quickly, "I like you, a lot. I just can't be with you the way you want me to be, that's all."

"Sure," she scoffed, "Then why won't you tell me anything, huh? If you like me so damn much."

"Because you won't believe me, that's why!" I barked as my frustration grew. I didn't want her to leave. I enjoyed her company a great deal and I probably would be dating her right now if we were in my world.

"How about you trust me enough to come to my own conclusion then, huh?" she growled, "I know you well enough to know if you're lying to me or not. You really think I won't believe you about whatever this secret is? You could tell me you were a Changeling and I'd still want you to be my Special Somepony Silver!"

"And if I was from another world altogether!?" I said, my heart tensing as the words left my lips, "What then huh?"

"Another world?" she repeated, "What do you mean?"

I sighed and sat down heavily. "I'm not from Equestria Sky..." I explained, "I'm not even from this planet. I'm from someplace so far away, they don't even have a word to measure the distance. Where I'm from, I didn't look anything like I do now. No one did. There was no flying around with wings, or magic, or Princesses that raised the sun and moon. We had cars, computers, and television."

She looked over her shoulder at me with a clearly confused expression, so I figured I might as well continue and get it all out before she ran off and told me never to speak with her again.

"I found something in my Grandmothers attic," I went on, "A Unicorn from this world, Starswirl the Bearded, made something called the Mirror of Worlds. It could open doorways to other dimensions. I found one, and it broke after I came here. I've been stuck in Equestria ever since. That's why I'm so clumsy with my hooves, and why your father had to teach me how to fly at my age. Up until then, I'd never had wings, or fur, or hooves for that matter. I had hands, fingers, toes. Ears on the side of my head. I drove a car to and from work every day and dealt with traffic. You keep asking why I can't be with you in that way? It's because where I'm from, what I was looked nothing like this. In my world, the human world, I'd date you in a heartbeat. You're an amazing woman Sky Flare. But here... I'm just not attracted to Equines. It'd be like you falling for a tree, or a bear, or something. You look at them and they don't exactly make you scream 'I wanna go roll in the hay with that,' no matter how much you love them. You know what I mean?"

I stared at her seriously, but the confusion in her expression didn't shift. She simply stared at me unsurely for almost a minute before she showed any signs of understanding.

"What you just said," she said in barely a whisper, "Is all that true?"

I nodded and looked away from her, expecting her not to believe me in the least.

"Do you promise?" she asked.

I glanced at her and titled my head, a little confused by that. She knew how much promises meant to me, and how rarely I gave them, but I still found it unlikely that she would believe me based of something like that. "Yes." I said giving a nod.

Sky Flare chuckled for a moment, then smiled at me.

"What?" I asked. That was not what I had anticipated at all.

"I knew you were different Silver, but I had no idea you were that different." She laughed and turned around to face me with a smile that screamed pure happiness.

"You're not upset?" I asked, "Or think I'm lying or something?"

"Not in the least," she said, "A story that bizarre couldn't possibly be made up. Besides..." She moved closer to me and wrapped her arms around my neck in a tight embrace. "You said you'd date me if I were a... Human? Did you really mean that?"

I swallowed nervously and nodded. Without realizing it, I found my arms wrapped around Sky Flare, returning her hug with an equal tightness. I really did like her, in truth, it was more than just liked, but I didn't think she would understand if I told her truth. I guess I'm the one that really didn't understand though. She cared about me so much, she would even accept the fact I was from a completely different world at nothing more than my word alone.

I smiled against her shoulder and inhaled her scent. She always smelled sweet, almost like fresh strawberries. I loved it. Sometimes, I'd grapple her during our sparring matched just so I could catch a whiff of it, though I never told her that.

"I'm sorry I can't have a form that turns your head..." She whispered into my ear.

My heart dropped and I felt terrible hearing her say that, but before I could say anything to the contrary, she pulled head back and smiled at me longingly.

"But," she added softly, "I think I may just have a way around that issue. If you'll trust me?"

I couldn't exactly say no to that. I had no idea what her plan was, but she was trusting me so completely, I would trust her with anything now.

"Don't move." she said.

I watched as she released her hold on me and moved over to the blanket our dinners had rested on. She bent over one of the corners and tore a long strip from the thick fabric. She checked the strip over for a moment, then returned to me with a smile.

"What's that for?" I asked nervously.

"I'm going to blindfold you," she said, "And when I do, I want you to think of me how I'd look if we were in your world. You don’t need to describe it to me, just see me that way and enjoy. Alright?"

"S-sky," I gasped, realizing what she was intending to do, "W-we can't!"

"Why not?" she asked me seriously, "You're not physically attracted to me, but you care enough about me to want to date me if I was what you are. This will take the visual aspect out of the equation. I want you to be my Special Somepony Silver... Don't you want me to be yours?"

I sighed heavily and looked down at my feet. My stomach was knotting terribly and I felt like a thousand butterflies were at war within me, but being put on the spot like this left me no choice but to be true to my heart. I nodded slowly and smiled up at her. "I would like that, yes," I admitted, "But I don't think it'll work Sky..."

She came closer to me and smiled. "Then don't think," she said almost hopefully, "Just... Feel."

I tensed as I watched the strip of cloth come up to my eyes, and with the feel of shifting fabric behind my head, I was engulfed in total darkness.

"Too tight?" she asked softly.

I shook my head and tried to speak, but for some reason, I couldn't.

"Good," I heard her whisper, "Now just sit back and think of me however I'd be in your world."

I nodded nervously and tried to do as she asked. With her reddish orange coat, she'd definitely be a red head. Medium length hair and windswept. Sky Flare was smaller than I was, so she'd probably be around five foot two, maybe five foot six at most? She'd be well defined and fit, what with how much she works out and trains, but I'd expect her to be a little smaller in the chest than average. A B cup, C at most. She'd probably work out in tight fitting shorts and a sports bra knowing her. One of those sporty, IPod strapped to the upper arm types that most men had no chance with.

I chuckled at the thought of Sky Flare training in a gym like that, then tensed as I felt a pressure against my lips.

"Mmph!?" I tried to speak her name, but the pressure I felt shifted into what I realized was a kiss. Sky Flare's lips were incredibly soft, and she quickly got my mind racing as it started jumping from the image of her kissing me as a human, to her true form and back. It was odd mind game, and thought I did my best to kiss her back with the same passion I felt her release, I was having issues.

I wasn't sure if she sensed my hesitation or not, but I felt her lips shift to my jawline, before gradually trailing down the side of my neck. She nibbled at my fur the entire way down to my collar, then rubbed her face all over the side of my neck affectionately.

I'd never had someone rub themselves against me there like that before and I inadvertently moaned a little at the contact.

"I guess you wouldn't know this Silver," I heard Sky's voice coo, "But most stallions have sensitive necks." I felt her trail kisses back up my neck and tensed as I felt a firm, but gentle pressure on the side of one of my ears.

"They have a few others sensitive areas too," she whispered into my ear, "I hope you don't mind if I share their locations with you too?"

I swallowed as I felt her hot breath play at the fur in my ear and shook my head quickly. "N-not at all." I stammered.

"Good." She said.

She practically purred the word into my ear and a shiver ran up my spine as her heated breath blew softly with her exhalation.

I felt my heartbeat quickening as she began nibbling on my ear and before long, even my breathing was coming in faster, shorter intervals.

A pressure grew on either shoulder as Sky continued to play with my ear. It took me a moment to figure out what it was, but I soon realized she was resting her arms against my shoulders. That meant her chest should be right in front of me.

Slowly, I leaned forward and felt my nose press up against something soft and smiled a little.

Without warning, I felt the tip of my ear engulfed in something hot and wet and tensed as I found Sky Flare to be sucking on it. She was slow, and deliberate with everything she did to me.

Having my eyes absent from this encounter was causing every other sense I had to be heightened. Sounds, smell, touch. Everything was forced to new levels to compensate.

Sky Flare was clearly trying to work me into a state where I couldn't think about anything else except her, and it was definitely starting to work.

A contented sigh escaped me as I felt her leave my ear behind and run her cheek down my neck once more.

I felt her drop lower and press her chest against my own. "Now for someplace only a Pegasus can enjoy." she whispered.

I had no idea what she meant, but as I felt her lips begin playing along the main join of my right wing, I realized instantly. I shuddered at the sensation and half jerked away from her loving lips. I had no idea how or why, but where my wings met my shoulders was almost unbearably sensitive. I'd never noticed it until right now, and for a moment I almost thought I'd have to ask her to stop.

"Too much for you Silver?" she asked heatedly, "Well, I do know of one more place you may enjoy my lips a little more if you'd like?"

I felt a pressure grow on either one of my knees and tensed as I realized what she was suggesting. I was still sitting up on my hind end, so she'd have easy access to my lower most areas if I let her.

"Sky..." I tried to protest. I didn't want her to do something she might not want to do, especially if it was simply to get me to be with her. If she was going to do anything more, I wanted it to be what she wanted. "I don't think we should be doing this," I said, a little disappointed in myself, "Not if this is just something to try and get me to be with you... If you do anything more, I want it to be what you want."

I felt her nuzzle up against my neck again and smile into me. "I do want this, Silver Wing," she said lovingly, "Now stop thinking and relax for a change."

The pressure on my knees grew once again and I let them open for her. I could feel a heavy blush washing over my face as she drew away from my neck and I knew, even with my fur covered face, I had to be visibly changing color by now. My cheeks burned, and my ears twitched erratically with my steadily growing embarrassment.

I couldn't see Sky Flare's face, so I had no idea if she was smiling, glaring, or disappointed in what I had to offer. I was in utter and total darkness, so all I could do was wait for whatever she was about to do next. I had a fairly good idea as to what she was planning, but I couldn't be sure. For all I knew, she was about to walk away.

I went rigid as I felt an oddly soft texture press against my rather large balls. I could feel a soft, pulsating heat flow over them and assumed she had to be nuzzling my testicles. Her nose was incredibly soft, but her breath tickled crazily as she inhaled my scent.

Thankfully, Sky Flare slid her nose up along my sack and began nibbling the section of skin that housed my still limp dick.

It took some getting used to at first, having my dick inside me like that, but for the most part it was like it wasn't even there. However, on those few times where my mind had wandered to activities like this back in my world, oh my god was it apparent. My dick was huge compared to what it had been when I was human, but compared to other ponies, I really had no idea if I was big, small, or just average. I was amused by the thought of having it back in the human world though. It would have made me one hell of a porn star, but I probably wouldn't have been able to go out into public at all.

I could gradually feel the blood starting to rush to my sleeping member as Sky Flare's lips continued to play with my balls. I shivered a little as I felt the cool night air blow over my rapidly growing erection and tensed as I caught a soft gasp escape my attentive lover.

"I-is everything alright?" I asked nervously.

"Oh, everything's fine," I heard Sky Flare whisper back in slight awe, "You're just a lot bigger than I expected you to be."

I felt a small swell of pride at that and grinned mindlessly to myself. "Wait, that's not a bad thing is it?" I asked a moment later, realizing it very well might be. I knew I'd be too long for her to take all of me. It was to be expected really, what with the size of an equine penis, but I may very well be wrong in my understanding of the average guy's size here. What if I was gifted with an unusably large dick? That thought alone nearly brought a tear to my eye.

"No no," Sky Flare answered, "You're fine. You're just a little thicker than most Pegasus is all."

"Oh?" I asked curiously, "And how are they usually then? I don't really know the typical... Endowment rules."

"Well..." I heard Sky Flare take a breath before chuckling at me, "Rough guideline would be like this. Unicorns are skinny, Earth Ponies are big, and Pegasai are usually somewhere in between."

"And mine?" I asked, a fresh blush creeping over me at my question.

"You're about what I'd expect length wise," Sky Flare admitted, "But you're easily as thick as any Earth Pony, if not a little more so..."

"Good to know..." I said thoughtfully. On one hand, I was glad to know the usual ranges of the population here, but on the other hand, I didn't want to hurt Sky Flare with my apparently large girth. "W-we don't have to continue if you don't think you can-" I froze mid-sentence and inhaled sharply as I felt an intense, wet heat engulf the tip of my now fully erect penis. I felt a strong pressure squeeze my cockhead, then a wet, slimy object slide roughly all around it.

Even without my eyes I knew what Sky Flare was doing at that moment. She had my dick in her mouth and she was sucking on it hard.

I moaned and threw my head back as I felt her tongue grind against the tip of my dick, then reflexively grasped at her head with my hooves as she began running laps around the sensitive rim.

"S-Sky!" I gasped out as I felt her abruptly force me deeper into her mouth. I could feel my cockhead pressing up against the entrance to her throat and shook my head mindlessly as she continued to work me over feverishly.

I felt a heavy vibration around my shaft and grinned as she moaned around me. I was genuinely impressed at just how good Sky Flare seemed to be at this, but I knew better than ask her about where or how she learned such things.

Abruptly, I felt a chilling breeze over my cockhead and let slip a faint groan of disappointment as she withdrew me from her mouth.

"Ah ah," she teased playfully, "Can't have you getting off that easily now can we."

I laughed at that, then moaned again as I felt her tongue begin lapping along the side of my rock hard shaft.

Sky Flare placed heated kisses down my entire length, before running her tongue hard up the thick vein along the bottom of my cock. I felt her place a loving kiss at the top, then without warning, she took it deep into her mouth once again.

I bucked my hips hard at the sudden change and accidentally thrust my rather thick cockhead, along with the next several inches that followed straight into Sky Flare's tightly constricting throat.

She pulled back instantly and began coughing hard as she withdrew me from her throat.

I reached for her blindly and began apologizing, but she started to laugh at me and abruptly shoved me over onto my back.

"Calm down Silver," she chuckled between a few linger coughs, "You just surprised me is all. Like I said, you're a little thicker than most, so it might take me a little bit to adjust."

"R-right..." I said, still feeling guilty for having gaged her like that, "Still though... Sorry."

I heard her snort in amusement, then gasped as I felt her mouth return to my very eager dick.

This time, she forced her head further down onto my shaft and I shuddered as I felt myself sliding into her unbelievably tight throat. She moaned around me hard and swallowed nearly a third of my length before she finally paused to suck on my shaft. I could feel her long tongue wriggling against the vein that ran the length of my dick and I shook my head wildly as I tried not to cum right there.

The tightness of her throat practically tripled as I felt her swallow around my shaft and I reflexively moved my hooves to her shoulders to urge her to continue.

She clearly understood and began sucking even harder for a moment, before slowly withdrawing me from her throat. I felt her draw a deep breath around me, then moaned deeply as she thrust me back into her throat even deeper than the last time.

I could feel an intense pressure swelling up deep within the pit of my stomach and I began to tremble as it grew rapidly in intensity.

"S-sky!" I warned as best I could, "G-gonna! Gonna cum!"

As before, Sky drew her head back to draw another sharp breath, then swallowed nearly half my entire length deep into her throat in one swift motion. I thought she felt amazing before, but Sky Flare began rotating her long neck from side to side and she throated me like a master. The tightness already constricting around my dick shifted wonderfully, and I felt what could only be described as a bolt of pure lightning explode from the base of my cock and fire down its length.

I thrust my dick even deeper into Sky Flare's throat as I came and arched my back hard as I was overcome with pure electric pleasure.

My senses nearly went blind from the intensity of my orgasm, but despite the overwhelming sensations coursing throughout my entire body I could still feel Sky Flare's expert ministrations.

She didn't seem phased by the massive torrent of cum firing out of my now pulsating shaft and continued to work me over without slowing. She held me deep in her throat and swallowed rapidly around me as I continued to fire wad after wad of my sticky nectar straight into her eager passage.

I came for what felt like an eternity before at last, the blinding sensations began to fade and my muscles relaxed.

With a heavy sigh of release, I fell limp against the grass and sighed contently. There really were few pleasures that could even come close to the feeling of someone loving sucking on your dick, and fewer still that could compare to the feel of someone sucking you off through an orgasm.

At the easing of my muscles, I felt Sky Flare withdraw my dick from her throat in one quick motion and I moaned weakly at the sensation.

She coughed several times, then took quite a few deep breaths before she did anything else. "You sure do let out a lot, you know that Silver?" she gasped as she tried to catch her breath, "I almost passed out trying to swallow all that!"

"Sorry?" I said cheshirely, "But you could have taken it out anytime if you needed air..."

She snorted at me, then I felt something hard strike the tip of my dick.

"Ow!" I exclaimed, "Did you just slap me!?"

She snorted again, then I tensed as I felt her lips around my cockhead once again. She sucked hard and I arched my back as her tongue started running laps around the rim once again. Having just gotten off, the sensitivity of my dick was amplified nearly tenfold. It was too much to handle and I shot my front hooves up to push her off me.

Not being able to see her however, she was able to block my attempts with ease, and as an apparent punishment she sucked on me even harder.

I was rendered speechless by the intensity of it all. I tried to roll over, but she stopped me at every turn. I couldn’t see her face, but I knew she was grinning at me as I writhed in pleasured agony beneath her velvet tongue.

Finally seeming to have enough, she released her hold on my dick and I fell limply to the ground once more. I was breathing hard and I could feel my shaft jump and twitch at the lingering sensations still cascading through it.

"Not... Nice..." I wheezed out weakly as I found my breath starting to return.

"No?" I heard her coo back at me, "You could have just asked me to stop at any time if you needed a break."

I groaned heavily at her statement and shook my head weakly.

"Don't worry," she mused and I felt her climbing over me, "I'm sure you'll enjoy this next spot even more."

"W-wait Sky, are you sure about th-" I started to ask, but she would have none of it.

In one smooth, hard thrust, she slammed her crotch down onto my still raging erection and we gasped out in unison at the intense sensation.

Oh my god she was tight! I had never felt such crushing heat around my dick in my entire life. She was so tight, I was almost worried she was going to suck the tip of my dick clean off if she tried to move right now.

I reached up to grasp at her hips and frowned as I recalled my hooves and their lack of sensitivity. I tried to shake the thought off and caressed Sky Flare's soft hips with the insides of my furred wrists instead.

"T-that was a b-bad idea..." I heard her groan out above me.

"Are you alright?" I asked quickly, worried something might be wrong.

"Y-yeah," she said shakily, "J-just probably should have eased you in instead of going for the gold in one shot."

"Do you wanna stop?" I asked, rather worried about her, "Or change positions or something?"

"N-nah," she said taking a breath, "Just need a sec to adjust is all." I felt her head and chest come to rest against mine and I wrapped my arms around her in a tight embrace. I felt her wings as I held her and abruptly realized what this must look like. Me, as a Pegasus on my back, while another Pegasus sat, likely on her knees while bent over me with my dick inside her as deep as it could go.

The image would have been great in my world, but as it sunk in that I was currently thrust deep into a pony, my erection gradually began to fade.

"Oh no you don't!" I heard Sky Flare bark against me.

I felt her rise up and grab my wrists, before slamming them down on either side of my head angrily.

"Don't you dare start thinking now Silver Wing!" she ordered, "Don't think, just feel! Remember?!"

"I-I'm sorry Sky," I said quickly, "You feel great, you really do. I just-"

My sentence was cut short as I felt her straining insides pull back a few inches then slam back down onto me. In an instant, I was rock hard once again, and despite my mental image of the scenario's true appearance, Sky Flare's steadily quickening rhythm was doing a great job at stopping me from thinking about anything else.

I tried to move my arms, but Sky's grip was like a vice. She kept me locked beneath her and all I could do was moan her name as she slammed herself onto me again and again. I could hear the wet squelch of her sopping pussy each time she came down on me, and I gradually caught her own heated moans as she brought herself ever closer to the edge.

As much as I loved a woman riding me like this, I couldn't let her have all the fun. I grinned up at her and without a word, thrust my hips up to meet her next down stroke.

"S-Silver!?" she gasped out in surprise.

I thrust again and felt her start to tremble above me.

"What, you done already?" I teased as I thrust into her a third time, "Why'd you stop moving?"

I felt an abrupt swipe of feathers across my nose and laughed at her playful wing slap. A moment later, she resumed her feverish pace above me and I followed suite. I thrust up to meet her each and every time she came down onto my throbbing cock. And each time, I penetrated her straining hole just a little more.

We kept up our nearly frantic pace until we could barely breath we were panting so hard, but despite the burning in our muscles, we couldn't stop. We both wanted to find that sweet pleasured abyss at the end of this passion driven tunnel. More than want really, we needed it.

"Oh!" I caught Sky cry out in the sweetest voice I had ever heard, "Oh yeah! Oh yeah! Ohhhhh!"

I felt her insides tremble around my cock and begin pulsating as Sky Flare came above me. I couldn’t believe how tight she became, and with one final thrust I felt the sweet, sweet release I had so desperately needed. My dick swelled up, then convulsed as it sprayed its load all over Sky Flare's deepest, most intimate of areas.

The feel of her cumming around me while I unloaded into her was mind numbing. It was too perfect to describe and I fell limp as she continued to slide up and down above me like she was a piston.

I could still feel her pussy trembling around my dick as it tried its best to milk every last drop of semen I had. The pit of my stomach tingled unbearably as she held me over the edge with her actions, and I was gradually beginning to lose my mind. She wasn't slowing her pace at all, and with my rather powerful orgasm still in full swing, the sensitivity of my dick had sky rocketed once again. I wanted her to stop, but I hadn't the strength to resist her anymore. I had burnt my hips out trying to bury myself as deep as I possibly could inside her, and if I tried to thrust anymore my thighs threatened to give me a brutally unforgiving cramp, and that was the thing I wanted right now. So I bit my bottom lip hard and tried not to cry out from the intensity of it all.

My mind went white as I drowned in the pleasure, and by the time I regained my senses, my dick was spent and soft, and a warm weight was pressed snuggly against my chest and side.

"Sky?" I asked softly. I didn't get a response, so I carefully reached a hoof up and slid the blindfold off my face.

I blinked rapidly as I found the morning sun to be shining directly into my eyes and squinted against the light as they adjusted.

Looking down, I found Sky Flare laying against me. She was sound asleep and an almost childlike smile was clear on her soft lips.

I found myself smiling at the sight of her. Curled up as she was, I found myself comforted beyond words that she was there. I still wasn't turned on by her, but something deep in the pit of my stomach told me that I could get used to a lover that looked like she did. I cared about her a great deal, so great I knew I loved her. And love will conquer all boundaries, even this one.