Fluttershy Finds a Mistress
Everyone’s Best Friend is Twilight Sparkle Side Story
-by Drace Domino
When Fluttershy first realized how much her body had changed, the only thing that filled her was panic. It made for a frantic few minutes where the timid young thing was completely stricken with grief over the dynamic change her body had undergone; her delicate untouched nethers completely replaced by a plump and very noticeable length. Her panties had never felt tighter than that terrifying moment, and it wasn’t until she realized that the same malady befell her friends that she was able to calm herself.
After all...surely their new friend Sunset Shimmer would know what to do, right? She was smart when it came to strange magic, and now that she had changed her ways and decided to work with others, surely she’d have a solution. In total six young women were sporting rather noticeable additions that were demanding constant attention, so surely Sunset Shimmer would work as hard as she could until she found a solution! For sure, they’d be back to their old selves before too long.
That was...weeks ago. Long, hard weeks during which Fluttershy and the other girls had to come to terms with the change. Each of them had handled it in their own way. Rarity had missed over a week of school until she had properly adjusted her entire ensemble for the purposes of hiding it, while Rainbow Dash and Applejack seemed to be spending more and more time together. Sunset Shimmer had been lost in constant study in a desperate attempt to help her new friends, and Pinkie Pie...well…
“Oh, I just jerk off!” Pinkie Pie giggled as she walked alongside Fluttershy on the way home from school, her hands stuffed into her pockets and a large, bright smile on her face. “Like, all the time! Before I go to school in the morning, as soon as I get home, right before I go to bed...sometimes I even sneak into the bathroom during class and do it!”
Fluttershy’s cheeks wore a heavy blush, and her throat was tight as that knowledge was revealed to her. The young woman even trembled while she stepped alongside her friend, and before she managed to squeak a single word past her lips she looked from side to side to ensure that they were well out of earshot of anyone else.
“Y...You do?” She whispered in a tone that could only be described as barely restrained jealousy. “You mean like...play with...play with yourself?”
“Well of course, silly!” Pinkie Pie beamed, and rolled her eyes as if it was the most obvious concept in the world. “It’s the only way to make it calm down! If I don’t, I can’t sleep at night! Or I can’t concentrate on baking! Why, if I didn’t slip into my room and play with myself, I never would’ve been able to make you girls those cherry kolaches the other day! Don’t worry, I made sure to wash my hands!” A brief pause. “...I think.”
“W...Wuh…” Fluttershy could feel her blush creep down from her cheeks well into her chest, and it brought with it an intense heat that made her heart race even faster. She continued to keep pace with Pinkie Pie, but even discussing the issue was making her brand new length throb in the most obnoxiously familiar way. How the poor thing had struggled with it! “What do you...uh...d--do?”
Upon hearing her friend’s words, Pinkie Pie came to an immediate and abrupt halt. She stopped immediately and turned to look at Fluttershy with an expression of disbelief, her eyes opening wide and her mouth opening in a look of pure, unbridled amazement. She looked even more surprised than she did when the magic of “ponying up” left her body with a thick pink prick as a parting gift.
“You mean you never jerked off?!” Her voice was loud enough that Fluttershy immediately retreated some within herself; hiding her face behind the edge of her bookbag and giving a tiny squeak. Pinkie Pie’s tone quickly shifted from one of surprise to one of pure compassion, and she moved in close to give her friend a warm, tender hug. “Oh, Fluttershy, this must’ve been just awful for you! Why haven’t you done it?!”
“Well, I...I was afraid it…” It took her a moment to build up the courage to respond, and she only managed to do so after reassuring herself that her dear friend Pinkie would never, ever judge her. She leaned in close as if her whisper would make up for Pinkie’s sudden outburst, though even the softest whispered words of such content felt like a shriek to her sensitive worries. “I was afraid I’d...mess it up.”
Pinkie Pie merely tightened her arms around her friend and gave her an even bigger hug; squeezing as tight as she could manage until she felt the other girl’s body relax. Once she was in that relaxed state Pinkie finally spoke once more, with one hand patting the back of Fluttershy’s head and the other gripping her shoulder. Pinkie Pie wasn’t a girl that spoke seriously very often, but when she gazed at her tender and timid friend that afternoon her words couldn’t possibly hold more weight or importance.
“Fluttershy? You go home and tug off right this instant.”
They were words that Fluttershy had desperately needed to hear, and would lead her into a whole new appreciation for what had become of her young and lovely body.
One week later, and many things were still the same. Rarity was still fussing over every piece of clothing she purchased and making sure it was “cock chic” as she called it. Applejack and Rainbow Dash were getting together every morning and walking to school, even though they wouldn’t let the other girls join them. Sunset Shimmer was sporting bags under her eyes as she struggled to help her new friends find a remedy, and Pinkie Pie was the same bundle of delight that she always was. The only thing that had truly changed in the span of one week was that Fluttershy’s problem had evolved.
No longer was she suffering, no longer was she tossing and turning every night for hours on end. She didn’t get so frustrated in the middle of the day that it made her want to cry, and she didn’t dread gym class because of the way all her friends in the locker room gave her unusual feelings. For the past week, she had been living under a simple rule when it came to her newfound cock: if it started to stretch her panties, she snuck away and masturbated. The sweet young thing had gone from virginally keeping her hands off of herself all night long to barely able to make it through a single hour without jerking off, and she had to admit...she was a lot happier than she was one week ago.
The only problem was that while the other girls seemed to have hit a plateau in their own escapades, Fluttershy’s impulses were getting more volatile. In that brief week she had gone from sneaking her hand underneath the covers in the dead of night to rubbing her thighs together in the middle of class, trapping her throbbing length in between them and trying desperately to get off during Ms. Harshwhinny’s lectures. She had been rushing to the bathroom in between every period in a desperate bid for a bit of privacy, and every instance where she ran out of time before cumming it only made the next run all the more intense. That yellow unit between her legs was plump and thick and incredibly demanding, and though Fluttershy hadn’t yet gotten a good look at the other girls’ she was sure she was somehow bigger. Or at least...it certainly felt that way. When she was at the height of her arousal and every breath came laced with a gasp of pleasure, it felt like her cock was just about the biggest thing in the whole world.
Fluttershy still blushed and stammered a lot, but it wasn’t because she was nervous. At least not entirely. It was just as likely that she blushed on sight because someone had caught her quasi-masturbating in the middle of class, or because some lewd thought was dancing through her mind. Of all the girls at Canterlot High little Fluttershy was the least likely to have wild daydreams about creampies, rough sex, and spankings...and yet there she was sitting in the back of the class, watching Ms. Cheerilee’s enormous sweater melons swing back and forth and wondering what it would be like to have them smothering against her to the point that she struggled for air. The day that Ms. Cheerilee wore a blouse with the first two buttons undone, Fluttershy didn’t even make it to the girl’s room before she launched a hand down the front of her panties and wrapped her fingers around her shaft. She braced herself against one of the lockers and squeezed her prick in desperate glee; pumping in short strikes purely from the motion of her wrist. She looked from side to side to make sure nobody was in the hallway, but didn’t plan on stopping even if anyone was.
That sticky afternoon she climaxed in public, only barely managing to squirt within her panties and palm before a few other students rounded the corner. She hid herself behind a veil of pink hair and did her best to keep her hand away from their line of fire; sticky as it was with long threads of cum that dangled from every digit. She eventually made her way to the girl’s room, but at that point it was to wash her hands, take a deep breath, and look in the mirror with a whimpering, almost frightened look on her face.
“What...What’s happening to me…?”
It was a question that scared her as much as it excited her, and the worst thing was that she had nobody to turn to answers for. Her other friends were all handling their transformations in their own way, and Pinkie Pie had been the one that got her into this whole sticky mess to begin with. Or at the very least, the one that had first convinced her to start jostling the beast between her legs. As Fluttershy stood there in the restroom staring at herself in the mirror and wishing desperately that the tent in her skirt would lower, she gave a nervous swallow and studied her slender, attractive figure. How did she never notice...just how fuckable she was?
“I...I’m…” She squeaked out, her voice a tiny whisper that nonetheless caught in the echoing space of the bathroom. “I’m such a...horny little slut…”
With trembling hands Fluttershy wrapped her fingers around the edge of her skirt and lifted it up, allowing her plump, stiff cock to hang over the edge of the sink. Her throat tightened considerably as she laid eyes on it; still streaked with her leftover cum and still just as hard as it was earlier. Unable to resist the call of her cock once more, she let her smooth fingers brush from the tip to the base before gently closing her grip around it. With her gaze flickering over her blushing reflection the young woman let her mind start to wander, all as she stood there completely exposed in the girl’s restroom.
Her fingers drew taut around her length as she jerked herself with both hands, mind spinning to all the sexy things she had seen in the past few days. Ms. Cheerilee’s enormous breasts, Octavia’s kneehigh socks, that ludicrously short skirt that Rarity wore the other day...this whole school was filled with gorgeous young women with remarkable bodies just made to be enjoyed, and Fluttershy found herself pumping that stiffening cock even quicker as she pondered them all. She was young and inexperienced in such matters, but whatever had bestowed upon her that strange addition to her lap had also woken up something hungry inside of her. Something intense. Something that Fluttershy had only begun to explore. And unfortunately, it looked like she had to explore it herself.
Fluttershy’s knees locked and a tremendous gasp left her parted lips as she jerked herself faster, both hands working overtime across that plump, stiff length. Her eyes remained transfixed on her cock and how it hung over the edge of the sink, complete with her heavy sack resting against the cool porcelain of the basin. Her skirt and panties merely served as outlines above and beyond her length; pulled aside to make way for that heavy piece of meat she was so desperately and helplessly pumping. When she heard the bell ring for students to move to the next class she knew that time was limited - within just a few short moments the bathroom would be filled with students making a quick stop on their way.
“S...So...so close…” Fluttershy whispered, her toes curling and her member throbbing heavy and hard within her palms. She could feel herself so very close to the breaking point, so near a thundering climax. Even though she had just jerked herself to a sticky completion in the hallway, she was ready to unleash another torrent of cum right there into the sink. Cheerilee’s breasts. Octavia’s legs. Rarity’s ass. Images rolled through her mind as she neared closer and closer to release. All she needed was a few...more...seconds…
The timid little thing’s heart leapt into her throat as she heard the door to the restroom start to open, and she never moved quite so fast in her life as she did then. With her cock still hanging out of the front of her panties and skirt she bolted for the nearest stall, slamming the door and sitting down on the lid of the toilet. By the time she heard other students move into the restroom Fluttershy had lifted her feet up to the lid and pulled her backpack close, hoping desperately that nobody tried to open the door. If they did, they would’ve seen Fluttershy cowering within the stall with her massive cock hanging out from in between squeezed thighs, her tip oozing a line of precum that was mirrored only by the tears of strained frustration lining her cheeks. She held her breath and bit fiercely down on her lip, praying that whoever had just entered would leave just as quickly.
“C...Celestia...please…” Quickly Fluttershy realized that it wasn’t a student that had slipped into the restroom, but a member of the faculty. Vice Principal Luna’s voice filled the room, though it was clear she was trying to keep her tone low so that others outside couldn’t hear. “Please...can I take it out?”
The voice that followed was one of authority mixed with playful compassion, and belonged to none other than the principal of the school. Celestia’s voice was alluring and sweet as it spoke in response to her sister, and Fluttershy’s eyes widened and her cock throbbed at hearing the words that followed.
“You know the rules, Luna. No play while we’re at school.” The older woman’s voice cooed. “If I put it inside of your pussy before class started, well...that’s fair game, and you’re not allowed to take it out until the end of the day.” She chuckled softly, and once more of voice rang with that teasing delight. “Besides...it’s just a tiny little vibrator. You can manage another hour or two.”
The exchange between the two sisters was brief, and just a few seconds later the restroom door opened and other students started to enter. It put a quick end to Celestia and Luna’s conversation, though the damage had already been done: a student had overheard them, even if they didn’t know it. Fluttershy sat there hugging her knees to her chest with her eyes wide and her cock as hard as ever, her heart racing over what she had just heard. Celestia...and Luna...were doing dirty things together? It wasn’t until Fluttershy heard the bell for the next class ring that she snapped out of her aroused stupor, and her voice trembled from her lips.
“...oh...oh my…”
It was a long few hours for poor Fluttershy, needless to say. She had scrambled to her next class as soon as she realized she was late, and the poor thing was forced to sit through a boring math class while her erection strained the strength of her panties. She couldn’t possibly concentrate on the lesson, not after what she had heard...and not with her cock so amazingly, wildly hard. Never before had she been pushed to such a breaking point, such a moment of chaotic lust that every breath she took made her quiver with near-climax.
Something had to be done...and she didn’t have the good sense about her to make the right decisions.
It was that very afternoon after the final bell had ended that Principal Celestia stepped inside her office to get ready to go home. She had washed out her coffee mug, filed the attendance sheets, and just gotten back from a few post-class meetings with the rest of the staff. In no more than a half hour she’d be back home finally pulling the toy out of her sister’s pussy...or at least, so she thought. Poor Luna would have to wait, for as Celestia prepared to go home for the evening she stumbled across something she didn’t expect to see.
The principal was humming quietly to herself as she straightened up her desk, and finally made her way to the closet to fetch her coat. When she opened the door the color drained from her cheeks and her eyes went wide; stricken with a surprise that shook her to her core. The otherwise unflappable principal’s heart leapt to her throat, and her voice cried out so loud that it was lucky most of the students had already gone home.
“Fluttershy!”
The last thing she had expected to see in her closet was her most timid and shy student, half-naked in her closet and sporting a remarkably long dick. The blushing thing was spread out, feverishly pumping her cock in one hand as she held Celestia’s coat to her face with the other, drawing in long, deep breaths of the older woman’s scent. Fluttershy looked up at her principal’s reaction, and though her blush was tremendous and tears licked the corners of her eyes, she couldn’t stop jerking her cock. She could; however, let her voice quiver past her lips in a pathetic and helpless display.
“...h...help me...please…”
After all, Fluttershy was a student in need...and Principal Celestia was her principal. It was her responsibility, and soon her pleasure, to assist.
The End.
Author's Note
Aww, poor Fluttershy. :(
