Ex-Smooze Me! Please!

Lesson 10 - Nothing Right to Learn

Fluttershy stood outside of Applejack’s barn, quietly waiting. Rainbow Dash was inside, having a conversation with Applejack. Fluttershy felt a little guilty about what she had done to Rainbow. When Rainbow had woken up, she had been frightened and confused at Fluttershy’s presence in her mind. Fluttershy had forced her to calm down, controlling her friends emotions. Then Fluttershy had made some small changes to put her at ease. Rainbow Dash loved the Smooze now, more than anything. And she wanted to help spread it to her most important friend.

Fluttershy listened in to the conversation through Rainbow’s mind.

“I don’t want to do it, RD. I thought we was exclusive? I thought you loved me.”

“AJ! Don’t say things like that. Of course I love you. And this is just a one time thing okay? If you don’t like it, we’ll never do it again.”

Applejack harrumphed. “RD... This is not something I wanna do..”

Rainbow was begging. She needed Applejack. “Please, just try it? We can stop anytime if you don’t like it. Do it for me, please?”

“Begging doesn’t become you RD...” Applejack sounded sad.

“Well, what else am I going to do? The most important mare in my life doesn’t want to do something for me. Something that I think is important to at least try. Where does that put me?” Rainbow was getting angry.

“If it means so darn much to you... Fine.” Applejack didn’t sound happy about it, but she had said yes.

“AJ come here.” Rainbow asked her to come over, and Applejack did.

“We can stop if I don’t like it? Right?” Applejack was staring deep into Rainbows eyes, measuring her.

“Of course we can, AJ. Don’t you trust me?” Fluttershy was paying very close attention, and squished Rainbow’s guilt before it had a chance to show. There would be no stopping, they both knew it. Applejack couldn’t know it though, not yet.

Applejack glanced from Rainbow’s eyes, studying her as she spoke. “Yeah... Yeah I guess I do.” Applejack sounded a little lighter, more reassured. Fluttershy had to squish Rainbow’s guilt again.

Rainbow hugged Applejack tightly, and spoke uncharacteristically sweetly. “I promise, this will make us closer AJ.”

()()()()()

Fluttershy quietly peeked through the door. Applejack was secured with her legs tied tightly to wooden supports. Her tail was tied to the side by a rope so it wouldn’t be getting in the way. She was wearing a blindfold, a blue strip of cloth that had hazy memories of a different time for Fluttershy. Rainbow was kissing her, constantly paying attention to the tightly bound mare.

Fluttershy hovered into the room, and gently set herself down next to the couple. She nodded at Rainbow.

“Okay AJ! The... other pony is here.” Rainbow spoke reassuringly.

“I’m not so sure about this, RD.” Applejack was nervously sweating

“Hey. It’s cool. I’ll be here for you the whole time.” Rainbow kissed Applejack affectionately. “We’re gonna start, okay? Just relax. You’ll love it. I promise.”

Applejack shifted uncomfortably, “Alright.”

Fluttershy smiled as she moved behind Applejack, getting a view of the ripe apple that was waiting for her. She took a deep breath and immediately recognized the scent. Applejack was pure, untainted by Smooze. Fluttershy was going to enjoy defiling her.

Applejack was startled when Fluttershy kissed the side of her body, but quickly relaxed as she nibbled around her back. Fluttershy carefully explored Applejack, gently licking her cutie mark and nibbling around the edge. Applejack let out a sigh. “This... isn’t so bad, RD.”

Rainbow smirked. “Just wait AJ. It only gets better.” Then joined her in a kiss.

Fluttershy was feeling her own body respond. The smell of Applejack was just too much and being so close to a bound defenceless pony was getting to her. Fluttershy nibbled a little harder, causing Applejack to squirm. Fluttershy found herself slowly crawling up Applejacks back, nibbling and pulling on her mane.

Applejack was breathing heavily in between intimate kisses with Rainbow. Fluttershy could feel her flagging, and pressing their bodies together. Rainbow had gotten Applejack quite worked up, and Fluttershy’s tender touch had helped.

Fluttershy aligned her member with Applejack’s waiting core, pressing her tip against the wet lips. She was ready. The helpless pony was going to succomb to her will, and become one with the Smooze. It was going to be so good when Applejack screamed her name. Fluttershy leaned down and bit into Applejack’s hair, her eyes narrowing intently. She took deep breath of her captured prey.

She was going to destroy her, and after, claim the wrecked pony as her pet. She was going to consume everything Applejack was. Fluttershy started a low growl as she readied herself to feed.

A small pain of sorrow ran through her, and she startled. She glanced up and saw Rainbow looking at her with tearful defeated eyes, quietly waiting to see what she did with her lover.

Fluttershy let go of Applejack’s mane and closed her eyes in shame. She couldn’t do it like this. She had to have control. She opened her eyes, and felt calmer. More determined. She whispered into Applejacks ear. “Accept his Smooze.”

Rainbow smiled in relief as Applejack spoke in confusion. “Huh? What?...Fluttershy?”

Fluttershy claimed her friend for Lord Smooze, firmly pushing into the bound pony’s body. Applejack gasped and shuddered as she was filled with Fluttershy’s length. “AAh!”

The bound pony was hot and wet, warming Fluttershy’s throbbing organ as it thrust inside. Fluttershy could feel the pony underneath her shake in delight as Dash kissed it. Applejack was loving this, getting railed by a pony from behind while her lover attended her mouth. Fluttershy groaned as the sticky sensations of Applejack’s insides began to get to her. She could release herself right now, filling Applejack’s body with Smooze and making her one of them.

But that wasn’t what Rainbow wanted. Not yet. Rainbow had wanted Applejack to enjoy this. And at least in part, Fluttershy was Rainbow right now. Fluttershy willed her Smooze, feeling a tendril spread from her back and crawl around Applejack’s body. She would ensure Applejack loved every second of her conversion.

The small tentacle climbed around Applejack, holding her tightly as Fluttershy continued to spread her. Applejack shuddered when the tentacle reached her clit, and latched onto it like a tiny suction cup. Fluttershy grinned devilishly as Applejack writhed in pleasure at her touch.

Soon, Applejack was grunting loudly into Rainbows mouth with every one of Fluttershy’s deep rhythmic strokes. Fluttershy lightly ran her hoof up Applejacks neck and settled it on her chin. She firmly pulled Applejack out of a kiss with Rainbow, and turned her head to the side. “You know, Applejack, Rainbow loves you very much...”

Applejack was disoriented, lost in a haze of pleasure and sex. She tried to focus through the blindfold. “Fluttershy?”

“That’s right... But Rainbow isn’t the only pony that loves you. I love you, too.” Fluttershy emphasized her words with a rough suckle on Applejack’s clit, causing the mare to let out a fluttered sigh. “I want you to join my family.”

Applejack was moaning with each thrust, so her question was breathless. “Family?”

Fluttershy was calm as she ravished Applejack, conversing easily as she watched the mare squirm and moan. She could do anything for Lord Smooze. “That’s right. I want you and Rainbow to be in my family together. Then, we can be together forever.” Fluttershy licked Applejack’s strained face, tasting the sweat as she drug her tongue up to Applejack’s ear. The wet tongue cause Applejack to shudder.

“I... I love Rainbow...”

Fluttershy smiled and nibbled on Applejack’s ear, eliciting a soft groan from the mare. She whispered, “I love Rainbow too. But I also love you.” Fluttershy increased her tempo, pushing harder and deeper as she felt Applejacks fire rising. “Can you love me?”

Applejack moaned deeply, breathing loudly as her distracted mind worked through the question. Her body was glistening, covered in sweat. Her mane was matted, messily scattered back and forth. Her body was burning from the heat that radiated off of her. She was nearing her limit.

Fluttershy grew desperate. “Applejack, please...” She needed this. Rainbow needed this. If Applejack said no, she would take her anyways. This loving act would turn violent, and Rainbow would be hurt. Fluttershy would have to lose control. She didn’t want that.

“Ah... I can...” Applejack groaned, reaching a decision.

Fluttershy was relieved. She smiled contentedly, and felt herself throb inside of Applejack. Fluttershy pulled Applejack into a kiss while Rainbow began to happily nibble on Applejack’s ear. Applejack’s mouth was wet and sweet. It actually did taste faintly of apples. Fluttershy was going to enjoy her friend again once they both served lord Smooze. And probably again after that.

Applejack wriggled delightfully, frantically exploring Fluttershy’s mouth. Fluttershy pushed herself deep, feeling Applejack’s excitement. She gave in a little to her desires, she couldn’t help it. Fluttershy pulled out of their kiss and grew a little rough, pushing Applejack closer to the edge. “Say... that you love me.”

Applejack just wordlessly moaned, losing herself in the feeling. Fluttershy wanted to tear off Applejack’s blindfold, and force Applejack to love her. All she had to do was stare into Applejack’s eyes, and will it. Applejack wouldn’t resist. Fluttershy squeezed her little pony and it arched its back delightfully under her. It couldn’t resist her right now at all.

She could do it so easily, but she didn’t. Instead, she asked again. She stroked under Applejack’s neck, and built her up to a crescendo as she spoke. “Tell me that you love me.” She whispered lasciviously into Aplejack’s ear. Applejack shuddered and shook under her.

Fluttershy was pounding her roughly, filling her deep and pushing her whole body forward with each thrust. Applejack was close. Fluttershy didn’t need to play Applejacks mind to get what she wanted. She already had Applejack’s body.

Fluttershy sent a two more tentacles of Smooze to go flick Applejacks nipples, causing the mare to whine. She wasn’t going to let Applejack finish until the honest mare told her what she wanted to hear. She whispered again. “Tell me...”

Applejack shuddered uncontrollably. “I... I...”

Fluttershy grinned and asked again, sticking her tongue into the mares ear. “Tell me...”

Applejack held her breath, and her body tightened all over Fluttershy. Fluttershy flicked her nipples again as she bit Applejack’s ear. The pony was going to do what she wanted. “I love you...”

Fluttershy let herself go, filling Applejack with her Smooze. Her body convulsed as she painted Applejack’s insides white. Applejack screamed incoherently, her core milking Fluttershy’s member as it twitched. Fluttershy bit Applejacks neck, soaking in the heady scent of the pony she was claiming for Lord Smooze. The pure pony’s scent was changing, and it was delicious.

Applejack relaxed underneath her, the strong pony’s taught muscles becoming weak and limp. “Oh... My... Stars...” Fluttershy was still squirting, languidly thrusting and pumping more Smooze into the exhausted pony. She didn’t pay much attention as Rainbow came up and smugly took off Applejacks blindfold.

“Told you it was awesome.” Rainbow grinned.

Applejack just smiled weakly and kissed her lover gently. “When you’re right, you’re right.”

Rainbow pulled back and smiled ecstatically. “Now for the best part!”

“It get’s better?” Applejack questioned.

Fluttershy took this as her cue, waking up from her daze. “Oh. Yes. Just relax and let Mama Fluttershy make you part of Lord Smooze’s family.”

Applejack was confused. “What?”

Fluttershy willed her Smooze to expand, filling Applejack’s insides.

“I.. Don’t... Something feels... off.” Applejack was getting concerned, her face dropping into a frown.

Fluttershy began to feel Applejack, knowing her body from the inside. She pushed the smooze through spaces into the rest of Applejacks body.

“Ow.. Something hurts. What’s happening?” Applejack started to squirm, the panic rising in her voice. Fluttershy felt the smooze expanding, filling her organs and body. Applejack squealed uncomfortably as smooze invaded her nervous system, making her start to feel numb.

“Please... Please help...” Applejack looked at Rainbow Dash, begging. To her horror, Rainbow was smiling.

“Don’t worry AJ. It’ll be over soon. And then we’ll be closer than ever.” Rainbow was giddy. This is what she had wanted all along.

Applejack’s face grew into absolute terror as the smooze invaded all of her, enclosing on her brain. She begged one last time. “He...lp...”

Applejack was terrified and felt betrayed. She watched her lover grin maniacally as something invaded her mind, and then Fluttershy squashed those feelings.

Applejack was one of them, and smiled.