FSE

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(Notes: Yes, this is a Happy Tree Friends fanfic. Yes, I know, I'm a big freak, but some ideas that shouldn't see the light of day still escape ^_^; )

Flaky sat off to the side of the park, nervously, as usual. She just sat there and watched everyone else go about their business, playing, and generally occupying themselves. She never quite got used to the world she lived in, which was called Happy Tree Forest. The name was misleading, though, since the curse of the land made it anything but happy. Whenever someone died in this place, they'd come back later somehow. No one knew how, but they did. Not only that, but everyone was cursed with horrible luck, which made deaths more common and more horrible in that land.

She sighed, timidly. Everyone knew the red porcupine girl as a complete coward, which she didn't try to deny one bit. She was always really timid and scared, but she had a lot of hard knocks growing up to justify it. She also admittedly had a lot of self esteem issues, especially about her appearance. She was a pretty young girl, but in her own mind all her faults made her un-approachable. Not only that, but her paranoia was only increased by her living conditions, which were dangerous. Too many times she was hurt or even killed by freak accidents or even her own friends. No matter how much she tried to stay out of trouble, it always found her.

Her long, spine-like hair was filled with large flakes of dandruff, hence how she got her name. She was also a fairly scrawny girl, covered in short red fur. She didn't dress to show herself off either, usually hiding under a baggy T-shirt and a pair of jeans slightly too big for her. Her clumsy accidents also made bandages a fairly common part of her wardrobe as well. She also was ashamed that occasionally she was mistaken for a boy as well, as unlike the other girls, her bust wasn't much to write home about. But she still looked cute, despite what her mind told her.

Meanwhile, on the other side of the park, a tall, green-hued bear let out a short sigh, slouching in his seat. Flippy dressed almost exclusively in military camouflage, including a military jacket, pants, combat boots, dog-tags, and a beret to top it all off. As he stared at the ground the longer hair on his head dangled in front of his face. He blew at it, annoyed. Cuddles, a yellow rabbit with curly hair and wearing very casual clothes, including bunny slippers, looked over at him.

"What's wrong, buddy?" He asked, concerned.

"I don't know... I guess I'm just a bit distracted is all." Flippy responded, shrugging. He sat back up, straitening his jacket.

Cuddles raise an eyebrow, "You've been like this for days, man. Something's gotta be bothering you."

"Look, I'm fine." Flippy defended. Cuddles shrugged, not wanting to argue any more.

"Hey, wanna go get sodas or something? That aught'ta cheer you up!" Cuddles suggested jumping up. Before Flippy could protest he was already being dragged off by his excitable friend. As they moved on Cuddles waved to Flaky as they passed by.

"Hey, Flaky!" Cuddles chimed, not stopping. Flippy's boots were leaving good-sized gouges in the dirt as he was dragged on, waving to Flaky absent-mindedly.

"H-hey, guys..." She said, forcing a shy smile.

Before long Cuddles had purchased two tall glasses of pop and was already in the process of sucking his down when he noticed Flippy still staring off into space. "Flip, you're really starting to worry me..." He said, one of his ears drooping down dejectedly.

"Huh? No no, I'm fine, Cuddles, really..." He said, fidgeting with his straw. Cuddles cocked an eyebrow at him, disbelieving. "What?" He asked, annoyed. Cuddles continued to stare at him, sternly. Flippy finally let out a sigh. "Fine... I guess I... I guess I've just been a little... I don't know... lonely..."

"Oooooh." Cuddles said, finally understanding. "You got girl blues, eh?" He asked.

"... Yes..." Flippy admitted, sadly.

Cuddles smiled, putting a hand on his shoulder. "Hey, c'mon, Flip. It's not that big a deal." He said.

"Easy for you to say! You already have a girlfriend..."

Cuddles hesitated. "Well... Is there anyone you've been thinking about asking out?"

Flippy looked up, hesitantly. "Well..." He started, not wanting to finish. He glanced to his left, before looking back at Cuddles. The rabbit looked at him, confused, before looking in the same direction, seeing nobody but Flaky sitting off by herself.

"Flaky? Awwww, you have a crush on Flaky!" He jeered.

"Shut up!" Flippy responded, annoyed.

"Relax, Flip! Why don't you just ask her out?"

Flippy sighed, staring back at his drink. "She's not interested in me... I mean, she would have asked me by now..."

Cuddles chuckled at him, "Flippy, you should know better! I've been friends with Flaky for YEARS. You couldn't find a girl shyer than her! If you want something to happen, you'll have to make the first move."

Flippy grimaced, realizing his excuse wasn't holding water. "It's also that... I couldn't trust myself with someone as... delicate as her..."

"Oh..." Cuddles mumbled, understandingly. Flippy had served a year in the war, and in that single year he had been through enough trauma to drive him insane. His mind had shattered, leaving him with two distinct personalities. The 'real' him, and the him that was the cold-blooded killing machine that his mind created to help him survive the intense conditions of battle. However, even though the war was over, anything that triggered his memories of his horrible experiences would make him, as Cuddles called it, "Flip Out" and become a mass-murdering lunatic.

"I couldn't risk hurting her like that..." Flippy said.

"Well, pardon me for saying, but 'Flipped-Out-Flippy' already killed her, like, a dozen times already." Cuddles pointed out. Flippy slouched in response, saddened. "And who knows? She might be willing to deal with that. I tell you what, just ask her. The worst she could do is say 'no' and you'll be back to square one, right?"

Flippy hesitated, "Well... I... I guess..."

"Great!" Cuddles exclaimed. Another set of boot tracks were made as Cuddles shoved Flippy in Flaky's direction. "Okay, so go ahead!"

"Cuddles... I can't do this-" He started, but Cuddles shoved him towards Flaky, making him stumble closer to her. Flaky looked up, nervously, Flippy blushing completely through his fur. "H-hey, Flaky." He said, waving.

"H-hi, F-Flippy." She said, smiling shyly. Flippy swallowed hard, trying to spit out the question.

"I was... wondering if..." He stopped and looked back at Cuddles, who gestured for him to keep going. "maybe, you'd like to... come back to my house for... dinner sometime..?" He finally finished. Flaky blushed even redder in response.

"R-really...? I-is that like... a d-date..?" She stuttered, shyly. Flippy nodded nervously. She shrunk down, almost not believing it. "Y-you'd want to d-date me?" She asked, trying not to make a mistake.

"Of course, Flaky..." Flippy said, taking her hand. "I'd really love it if you would..."

She looked around, almost panicking. "Wh-why... I-I'd love to..." She said, smiling. Flippy looked at her, smiling back. Even Cuddles let off a huge grin, happy that he'd helped the relationship along.

"Hey Cuddles!" Called a voice from behind him. Giggles, Cuddle's main love interest, was calling him from the park. She was a pink, very attractive chipmunk who Flaky envied very passionately, and the porcupine practically shrank when she got closer.

"Hey, babe!" Cuddles said, giving her a hug which she happily returned.

"Cuddles, did you maybe want to go catch a movie?" She asked.

"Sure thing!" Cuddles responded

She smiled, almost whispering in his ear, "And when we get back, I have something special for you..." She said, seductively.

"To the movies!" Cuddles said, taking her hand. He suddenly stopped, realizing something. "One sec, Giggles." He said, running back to Flippy and pulling him aside. Cuddles slapped something in Flippy's hand, and upon closer inspection realized it was a condom. "Just in case, you know?" Cuddles said, nudging him.

"Cuddles... I'm nervous as hell... this is the first date... nothing's going to happen." Flippy told him, genuinely annoyed.

"Hey you never know!" Cuddles returned. And with that he ran off and took Giggles hand, walking off with her and leaving Flaky and Flippy alone. He blushed and shoved the package in his pocket, hoping Flaky didn't see. He sat back down next to her, and she timidly looked at him, smiling.

"Well, it's only an hour or two before dinner time." Flippy said, wondering if he should take her hand or not. "So... did you want to head back to my house, maybe?" He asked. She nodded, blushing a bit. They'd known each other for a while, and they were friends for a large portion of that while, but Flaky started feeling new emotions towards Flippy. They got up and started walking together, Flippy taking her hand.

As they walked they chatted and caught up, both of them starting to feel a glow of affection from the other one. They walked into Flippy's fairly large house, Flaky a little awe-struck by all the art objects and other knick-knacks decorating the entire place. "W-wow, Flippy..." She said. "You're house is beautiful..."

"Thanks, Flaky." He said, blushing a bit. They both sat down on his couch, Flippy grasping Flaky's hand again. He was obviously nervous, but so was she. He was afraid he might be trying to move to fast.

"You're welcome." She said, smiling. "And thank you... f-for asking me out... I-I've never had a... b-boyfriend before..." She said, sheepishly. "I was starting t-to think that it'd n-never happen..."

"Oh, Flaky." He said, running his thumb up and down the top of her hand, "T-to be honest... I've been meaning to do it for a long time... I was just too nervous, really." He said, chuckling a little.

"B-but why..?" She asked, still a little uncertain. "Why would you want to go o-out with someone like m-me..? Why not a p-pretty girl?"

"What do you mean?" He asked, not seeming to understand. "You're very pretty, Flaky."

She blushed, heavily. "No I'm n-not... I'm a scrawny, f-flat-chested tomboy with bad d-dandruff... I'm not pretty at all..." Se said, dejectedly, picking at some of the bandages on her arm.

Flippy took both her hands in his, looking into her eyes. "Flaky, don't be ridiculous... I think you're beautiful." He said, her eyes watering in response.

"R-really.....?" She asked with teary eyes. He nodded.

"Of course..." Flippy said, softly, stroking the side of her face.

She was struck almost speechless. "Oh Flippy..." She said, quietly. As they stared into each other's eyes, they could feel years of loneliness and frustration being lifted off of their shoulders. They both leaned forward, lightly pecking each other on the lips, both their faces as red as could be. They both felt the urge come back, and they kissed again, this time holding their lips together for several moments.

They kissed one more time, this time Flippy getting an intrusive thought that he couldn't help but act on. He slipped his tongue past her lips, and started kissing her even more passionately. The porcupine's eyes opened, a little surprised, but it felt good to her, so she slowly closed them again, returning the passion and movements.

Flaky wrapped her arms around the bear's neck, and he leaned back on the couch, letting her lean against him. Something in Flaky's mind kept telling her that it was too soon, that this wasn't supposed to be happening, that it wasn't right. But another part of her mind was so enthralled that she didn't care. She knew what this feeling had to be. He wrapped his arms around the small of her back, lightly rubbing it.

They kept making out, both of them happy as can be. They broke away, a little out of breath, but they hugged each other. "I... I... I l-love you, F-Flippy..." She said, nervously. Flippy was admittedly a little shocked, but he only smiled and rubbed his cheek against hers.

"I love you too, Flaky... I have for so long..." He said, affectionately. She smiled back at him with sparkling eyes. "So much..." He added, stroking her face again. Their lips merged again, passionately, and they resumed making out, just basking in each other's affection. Flippy squeezed her to him, running a hand through her coarse, spine-like hair. He could feel his natural urges starting to boil, especially with her body pressed against his like that.

He grabbed her hand, breaking their kiss and staring into her eyes. 'I know I shouldn't ask...' He thought. 'I can't, I just can't ask this... it's not right, not yet...' But he couldn't help it, and he opened his mouth. "Flaky... I have to ask you something..." He said, his face red as a cherry.

"Y-yes...?" She asked, looking into his eyes.

"Flaky, would you..." He stopped, hesitating, not wanting to rush their relationship. 'This is our first date!' his mind screamed. 'of course we can't!' She looked into his eyes, seeming to understand the question he was too afraid to ask. She slowly kissed him again, shyly.

"H-have... sex...? I... I don't know, F-Flippy..." She said, uncertainly. She thought for a moment, taking his hand. "Y-you... really l-love me...?" She asked.

"Of course..." He said, squeezing her hand back. "If you'll have me, I'll never, ever let you go, Flaky..." He answered. She was touched, and her own instincts were starting to talk to her too. She'd been so lonely for so long, so Flippy simply professing her love sent her heart pounding. They were both so in love, so suddenly, it was overwhelming.

"I... I-I will." She said, nuzzling him. He embraced her, tightly. He needed this so badly.

"Thank you, Flaky..." He whispered. They just sat there and cuddled for a moment, trying to muster up enough courage to actually go through with making love to each other. They both knew it was very soon, but they had known each other for so long, and it just felt right to them, still.

Flippy started things along by placing his hands under her shirt and moving them up along her skinny sides. She blushed as he traced her curves and pushed her shirt up. She leaned back and finally freed herself of her shirt, exposing her bra and several sections of her body that were wrapped with white bandages. Flippy unbuttoned his jacket, revealing his own toned, yet still fairly thin chest.

She was blushing already, even as Flippy's hands explored her exposed body. "You're so pretty..." He admired. She smiled at him, shyly, letting out a small nervous chuckle as she was prone to do.

"Th-thanks... y-you look great too, Flippy..." She said, putting her hands on his chest and feeling his muscles beneath his short, green fur. She sat up again and put her arms behind her back, finally freeing herself of her top and exposing her small breasts, blushing and shaking nervously the whole time. Flippy only smiled at her, encouragingly. She leaned against him again, kissing him while his hands groped at her chest, inciting a small murr from Flaky.

They both started working Flaky's pants off, freeing her of her jeans and panties in the same motion, leaving her completely naked on top of him. Her eyes started tearing up again, "F-Flippy... I-I'm scared..." She said, feeling the bulge in Flippy's pants against her exposed slit.

"Everyone's scared their first time, Flaky... I am too..." He comforted, stroking her hair and trying not to prick himself on her quills.

"N-no... I-I'm not a virgin..." She admitted, ashamed. "I was... r-raped a long time ago... It h-hurt me..." She said, tears starting to roll down her face. Flippy's eyes watered too, and he squeezed her.

"I'm so sorry, Flaky... I promise I'll be as gentle as I can... If you don't want to do this, I won't make you..." He said. She just closed her eyes, feeling their naked chests being pressed together. She looked up into his eyes again.

"I-it's okay, F-Flippy... as long as you're gentle..." She said, snuggling against him.

"I will be. I promise." He said, kissing her again. He unbuckled his pants, pulling them and his boxers down enough to reveal his erection. She quivered when she felt his length brush against her entrance, hugging Flippy tightly. He dug into his pocked for the condom that Cuddles had forced on him, a little thankful for it now. She just closed her eyes and hugged him, listening to him open the package and feeling him slide the contents over himself.

She felt her privates burning with a want that she hadn't felt before, becoming slick and moist with her own juices with the mere thought of what was about to happen. Flippy took a long sigh, taking her hand and squeezing it. "Are you ready, Flaky? Are you sure you want to do this?" He asked his quivering lover.

"Y-yes..." She choked, smiling. She lifted up a little, Flippy guiding his dick towards her cunt. She gingerly started lowering herself, letting out a sharp gasp as he penetrated her. She started shaking more, a few more tears escaping her eyes. Flippy let out a short moan, feeling her tight sex enveloping his manhood. He squeezed Flaky in his arms, feeling her tears hit his chest.

"F-Flaky... Do you want to stop..?" He asked, concerned.

"N-no, please don't..." She said, "It f-feels g-good..." Flippy nodded, and he started thrusting his hips slowly upward, sinking himself even deeper into her. She shuddered in pleasure, expecting it to hurt much more than it did. He slowly started pulling almost all the way out of her before he started pushing back in again.

They locked lips and shared tongues again, Flaky running her hands down Flippy's chest as they slowly pleasured each other. Flaky started moving her own hips along with his, starting to get a quicker rhythm before they both started moaning into each other's mouths. Flippy's hands slid up and down the porcupine's back, grabbing her rear and gently caressing her shoulders. He winced once as he stuck himself with a quill that lead down from her head, but he ignored it, too lost in pleasure to notice much. Flaky too ignored the stings of his hands grazing her cuts or bruises.

They both gasped for air after a few moments, but their tongues still circled around each other in the void between their mouths as they continue to grunt and moan passionately. Flippy was being very gentle with her, making all the past trauma of rape seem to be a completely different action to her altogether. She instinctively started milking him through the condom. She felt her first real orgasm starting to build up.

Her moan of pleasure became much louder as she went over the wave and into orgasm, her juices spilling out over both their crotches and hugging Flippy with all her might. Flippy himself was gritting his teeth, ready to practically burst. They kept at it for a few more minutes, Flaky having another complete orgasm before Flippy finally lost it, and spilled his seed into the confines of his condom.

They both panted, sweating, snuggled in each other's arms. Flippy looked down at her, and she met his gaze and smiled at him, a little embarrassed. They peppered each other with little kisses, before settling back down into a cuddle, Flaky resting her head on his chest as he reclined on his sofa. His softening member was still inside her, but neither one of them wanted to move. "Thank you so much, Flaky..." Flippy said, nuzzling her.

"You're s-so welcome, Flippy..." She stuttered.

He started stroking her back again, lovlingly "I love you so much..." The bear said.

Flaky closed her eyes, sleepily. "I love you too..." She said, happy, before she finally dozed off into a wonderful sleep. For the first time since she moved to Happy Tree Forest, she actually felt safe.