Hey guys FutureShock here with part two, so as we last left off Rainbow Dash and Fluttershy admited their feelings for each other and are now ready to take it to the next level. I realize that the first part wasnt needing an m rating but as we go on it will get intense. Just read it and you will see. Enjoy!

Chapter 2:

Rainbow Dash here again and... wow! The day i just had was AWESOME! I always liked Fluttershy a little more than my other friends, we have been friends for a very long time and we have been through so much together and now we have the rest of our lives to spend together. I'm getting ahead of myself, so i'll start from where we last left off.

"Oh Rainbow Dash i'm so excited that we are doing this!" Fluttershy said as we arrived at my cloud house. It was the perfect place for us since none of our friends could find us or get to us, plus it would be nice and quite.

"Me too Fluttershy! if i was to do this with anypony i'm really glad its you." That comment made Fluttershy blush and she gave me a kiss on the cheek. I lead her to my bedroom and sat her down on my bed.

"You ready Fluttershy?" I grabbed her hoof and brushed her soft pink hair, my god was she pretty, her blue/green eyes and yellowish colored mane and that beautiful pink hair. I'm rambling again so i'll just stop here and get to the good stuff!

"Yes i am ready, so where do we start?" We were both new to this but i had a pretty good idea of where to begin.

"Right here." I leaned in and began kissing her and slowly layed her down onto my bed. Now on top of her i started kissing down her body, and the sounds of her moaing in pleasure made it way more... awesome!

"Oh Rainbow Dash that feels s-so good." It gave me a sense of satisfaciton knowing i was pleasing Fluttershy. I moved down to her "Special spot" i think you know what i'm talking about.

"It's about to get even better!" I couldn't help myself i just had to dive right in, i felt like a pig in a troth but i didn't care! I started slow at first with a few long licks but as i heard Fluttershy's moans of pleassure i sped up.

"Oh Rai-Rainbow Dash it... feels s-so good! Please don't st-stop!" I could tell Fluttershy was having a great time because she didn't even ask me if i wanted to keep going she was begging for me to continue. Maybe i'll be able to help Fluttershy get out of her shell, but i'm getting off topic again back to the show!

"Rainbow... i'm going to... i can't hold it!" Just like that Fluttershy sprayed me with her juices, it was my first sample of cum and it tasted awesome especially because it was Fluttershy's.

"Did you like that Fluttershy?"

"Yes it was amazing! Can i do you now?" I gave her a little chuckle and a smirk, it caused her to blush.

"I mean i-if you wan't to?" That was one thing i loved about Fluttershy, her shyness and politeness.

"Go right ahead Fluttershy!" I gave her the go ahead and without any hesitation she dove right in. She first took her hoof and massaged my vagina, which i'm a little ashamed of myself for not doing it to her. Fluttershy moved her hoof in circular motions but after a while she forced it into my pussy, i was surprised that her hoof was able to fit in but i didn't mind at all.

"You like that Rainbow Dash?"

"Oh god yes! Please never stop!" I didn't want this night to end but i was unable to control my self after she used her toung. After a few moments of this i blew my load all over her face, she licked it off as best she could and made the sound pony's make when they eat something sweet.

"I hate to say it but i think it's time for bed." Fluttershy gave me a nod and snuggle up next to me in my bed. There was no place else i wanted to be then in Fluttershy's arms, she laid her head on my neck and i gave her a kiss on the forehead.

"I love you Rainbow Dash!"

"I love you too Fluttershy!" I knew this day couldn't last forever but i also knew that tomorrow was another day. The next morning i was surprised to find out Fluttershy had woken up first and brought me some breakfast in bed.

"Morning Sleepy head." Fluttershy had brought me apple flavored pastries all the way from sweet apple acres. Not only was she a great lover but also a great marefriend!

"Ahh you didn't have to go all the way to sweet apple acres to get my breakfast."

"I know, but i wanted to do something special for you." I gave her a kiss and started eating my breakfast, which was delicious by the way.

"So what do you want to do today dashie?" Normally i would be apposed to people calling me dashie but for Fluttershy i would gladly make an exception!

"How about a cloud picnic, that way we can have privacy from our friends, and it will be just the two of uf!" Fluttershy clapped her hooves together and gave me a huge smile, i loved it when she smiled."

"Oh that sounds wonderful, i'll go get my picnic basket and meet you back here ok?" I smiled at her and then gave a kiss goodbye, and like that she flew as fast as she could to her house.

"Goodbye Fluttershy!" She probably didn't hear me say goodbye but i think the kiss was enough. It was about 20 minutes before Fluttershy came back, so luckily i wasn't waiting for too long.

"Are you ready Fluttershy?"

"Lead on Rainbow Dash!" I gave her a kiss and took off to find the perfect cloud, something high up but not too high to cover the view of ponyville. We flew around for a couple minutes until we found a suitable cloud to have our picnic on.

"Oh Rainbow Dash this is the perfect cloud! You can see all of ponyville from here!" I looked over the side and while we could see a lot of ponyville we couldn't see all of it.

"Yea and it's so peaceful up here i don't think we will have to worry about anyone bothering us. Fluttershy gave me a hug and began setting up the picnic, now that i think about it i wasn't sure how the picnic stuff stayed on the cloud... but i have seen enough cartoons to know what will happen if i question it.

"Would you like a sandwich dashie, its got cheese on it?" I chuckled a little bit because i wasn't going to say no to Fluttershy.

"I would love a sandwich!" I took a big bite out of her sandwich and and it tasted sooo delicious, and with every single bite i had to let Fluttershy know how good her sandwich was!

"This is the best sandwich i have ever eaten Fluttershy!" She blushed and i gave her a kiss on the cheek... but i made sure there was no sandwich in my mouth first!

"Oh... i don't know about the best sandwich, but i'm glad you like it."

"I love it... but not as much as i love you Fluttershy!" Now she really started to blush , which didn't really help her eat her sandwich faster.

"I love you too Dashie, and now that i think about it these sandwiches are go..." I stopped her sentence by giving her a kiss on the lips. We kissd passionately for about 2 minutes before i moved my lips to her pussy and began kissing that.

"Oh... are you sure we should be doing this here Dahie?" I rolled my eyes at this and giggled a bit.

"Well do you want me to stop...?"

"NO! I Mean... you can continue if you want to." I took that as a yes and continued to kiss her vagina ever so lightly. Fluttershy seemed to enjoy this because i could feel the heat coming from her vagina.

"Rainbow Dash This feels..."

"Awesome?" I took a break from kissing and helped her describe the sensation, i knew she was capable of answering the question her self but i just felt like it thats all.

"Yea! I don't ever want this to end!" Unfortunatley it did have to end so i sped up the process and began to lick her pussy really fast. In a few short moments Fluttershy came all over me, and i loved it when she did that.

"Wow... i'm feeling worn out, i think i need to take a nap." I packed up the picnic supplies and got an idea in my head.

"You could nap here on the clouds, i do it all the time it's great!"

"That does sound good, but do you think you could nap here with me?" I smiled at Fluttershy and brushed her mane.

"I would love too!" We laid our heads down on the soft cloud and snuggled up close to each other.

"I love you Fluttershy!"

"I love you too Rainbow Dash!" With that we fell asleep in each others arms and when we woke up i knew that Fluttershy and i would have more fun together. Cya next time!

I hope you guys enjoyed Chapter two, i know i enjoyed writing it! Chapter three should hopefully becoming out soon, i have the basic premise for the rest of the story. Be sure to review if you want to but please be constructive and kind!

FutureShock :)