The afternoon sun beat down on the inhabitants of Ponyville as they went about their business. The birds were tweeting and the colts and filles were out playing, taking advantage of this beautiful weather. The pegasi had scheduled a downpour for tomorrow so today was better than most to be outside. A lone orange filly cheerfully walked along the path and was happy as ever. She had so many great experiences this week. But there were bad ones too, like the fact that er scooter had a broken wheel so she was forced to do some walking, which she was, strangely, perfectly fine with. She was going to meet Babs down at Flutteshy's cottage to help her with Angel. The small bunny was on another one of his famous tantrums. It was up to Scootaloo, the bravest fllly out there to help her dear friend Fluttershy. And Babs....

Fluttershy had also said that she had a special treat for the two fillies when they were done calming the small furry animal. Normally Fluttershy didn't need help but Angel was a special case. He was a lot harder to please than most animals out there. So, often, Fluttershy would timidly ask for help, which the small, orange pegasus would be happy to oblige. After all she was the student of the most amazing flyer in all of Equestria... Rainbow Dash! She was still a bit frustrated that she had missed getting nailed by Spike at that picnic. Oh well... that was for another day. She had reached the edge of Ponyville and there was still no sign of Babs. I thought she was going to be here? Well, maybe she got to Fluttershy's house a little earlier than she had said before. Well... no use standing around like an idiot. So she resumed her walk to Fluttershy's house, unaware of what would later transpire this evening.

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-Some time later-

Scootaloo cheerfully walked up to the front door of Fluttershy's cottage and gave a few quick knocks on the door, which was met with a sharp squeek from, what Scootaloo could guess was Fluttershy.

"I swear... that pony is afraid of her own shadow." Scootaloo mumbled with pity while shaking her head slowly. She regained her earlier stance and waited for the timid pegasus to open up. It slowly did and te small crack was filled with a fearful eye. Fluttershy calmed down once she saw it was Scootaloo.

"Oh... hi Scootaloo. Thanks for coming over. I hope I didn't bother you..." Fluttershy said quietly, nervousness evident her every word and body language she conveyed towards Scootaloo.

"Oh, you're not a bother Fluttershy. Don't worry." Scootaloo said, trying to sound as sincere as she could so as not to make the yellow pegasus even more nervous than she already was. Scootaloo could see that some of the evident nervousness that had clouded her was loosening up and melting away. Or so she hoped. You never really knew if Fluttershy was ever comfortable with anything.

"Is... Babs in there?" Scootaloo asked when Fluttershy had not responded. If she did then Scootaloo sure didn't hear it. It was sometimes very hard to understand what the yellow mare says when she was quiet, which was basically all the time.

"Yes... she is upstairs. We got control of Angel... sorry for bringing you down here. She said that she would help clean around the house." Fluttershy said a little bit louder this time. Scootaloo smiled, glad she didn't have to deal with the stubborn rabbit. Angel must have been pretty bad to require assistance. Scootaloo guessed since she had made her way all the way down here that she should help clean as well.

"Well, I guess that means that I'm going to help around the house as well." Scootaloo said happily after processing these change of plans in her head. Fluttershy smiled and let Scootaloo inside the house, which had numerous types of animals inside of it.

"Thanks for the help Scootaloo... the animals can be quite messy..." Fluttershy said. It was a wonder that she ever even got out of this house. Instead of trying to work this out in her head, Scootaloo assumed this was probably as hard to explain as Pinkie Pie. As soon as Scootaloo compared Fluttershy's situation to Pinkie Pie, Scootaloo immediately drew her mind elsewhere. That was a subject you simply did not want to try to make out. It was impossible.

Scootaloo made her way up the stairs, a big smile on her face. She poked her head around the corner and listened. She could hear slight humming noises coming from within Fluttershy's room. She then made her way to the source of the noise and opened the door. Inside was Babs cleaning and organizing things. She was humming a familiar tune, which Scootaloo just could not put her hoof on.

"Hey... need some help there?" Scootaloo asked, which was met with a suprised Babs. Scootaloo giggled, knowing that she had just startled her friend.

'Don't sneak up on me like that... almost gave me a heart attack..." Babs said with a hoof up to her chest. The two fillies giggled and held each other in a hug. They broke the embrace a minute later and helped each other out with the cleaning, making sure that they did not miss a spot. Scootaloo and Babs were washing a drawer with two seperate washclothes and were not paying any attention. they bumped into each other and both of them jumped in suprise.

"Oh, sorry I-!" babs bagan but was stopped when Scootaloo slipped and fell onto Babs. Their lips accidently made contact and their eyes were wide. Babs closed her eyes and relaxed when they both fell into each other's embrace. They knew that they shouldn't be doing this but... just a quick kiss. It was all on complete accident but turned into something deeper. Scootaloo's tiny wings fluttered as felt the full force of Babs's love through their entwined state. The jolts of excitement were almsot too much to bear. Scootaloo made small whimpering sounds as Babs explored every inch of her mouth. They had been kissing for what seemed like forever, completely forgetting about Fluttershy who had now occupied the doorway.

"What are you doing?!" Fluttershy exclaimed in a regular toned voice but still filled with shock. The two fillies quickly brought their attention up to the yellow pagasus who was now bathed in a stunned silence.

"This... this isn't what it looks like Fluttershy! I swear!" Scootaloo said frantically, the earlier excitement now gone and replaced with a fear unlinke any she had ever known. The only kind of fear that had been greater than the one she was feeling right now was when she was a small foal. She only remembered vague pictures but it was enough to scar her for life. The house had been on fire and she was the only one the fireponies could rescue. This was the most fear she had felt in a long time though.

"Yeah... we... were just huggin'!" babs said, breaking her own shocked silence. This was an extremely awkward silence. Fluttershy did not run or even glare at them. She just simply looked down as if she were pondering something and walked to their side.

"Girls... I won't tell. I understand love. But why did you have to kiss in my house?" Fluttershy asked. Babs and Scootaloo broke their loving embrace that had landed them in the deep end. The orange filly had no idea that Fluttershy would be so understanding about this.

"Well... me and Babs were cleaning... we bumped into each other... and..." Scootaloo begand but her embarrassment stopped her. She could feel the heat on her cheek, which probably indicated she was blushing profusely. babs stepped forward in Scootaloo's place to explain this awkward situation.

"Scootaloo slipped and fell on me. Our lips... accidently... touched. And... everything went South from there." Babs said, who had barely made it through the explanation. There was a blush upon her cheeks as well. Fluttershy only smiled and gave them a small kiss on their forheads. Babs didn't seem to mind but something else stirred in Scootaloo when she felt that kiss upon her dome. Strange... why would she feel this way about Fluttershy?

"Now... I... can I ask you fillies a favor? if that's alright with you..." Fluttershy asked much more timidly. Scootaloo had gotten used to her sudden quiet voice changes over the past years and had learned to accept it.

"Sure! I mean, you just let us off the hook after getting... excited... in your bedroom. Anything at all. Name it." Scootaloo said with enthusiasm and a side of relief. Babs nodded furiously indicating that she too would do whatever Fluttersy wanted after she had let them off the hook.

"Oh... well okay. I have been... lonely. Nopony has attended to my certain needs in years. I was wondering... could you share an... exciting... moment with me? If that's alright with you..." Fluttershy asked, a little louder this time. Scootaloo and Babs just stood there in absolute shock. Their eyes were wide as they stood in stunned silence. this was not what they imagined the yellow pegasus they looked up to to ask. This was... unexpected to say the least.

"Uhhh... sure.... ummm..." Scootaloo said suprised at the sudden turn of events. Random things like this had been happening all week. First with Applebloom finding the magazine, the incident with Spike, Rarity and Sweetie's plan revealed, and now this. This was by far the most amazing and exciting week in her entire life.

"Good... but... how do you want to do this?" Fluttershy asked. The three exchanged looks for a little bit, confusion on their faces.

"The way we always start these things..." Babs said. The city filly went up and planted a kiss upon Fluttershy's lips causing her wings to shoot up in suprise. A soft angelic moan eminated from the mare as her wings fluttered into the air.

"Talk about a wingboner..." Scootaloo said, impressed at Babs's move. Well... better start to get in on the action. Scootaloo trotted up to Fluttershy's side and peaked around the corner of her flank.

'Oh fluttershy... would you mind flicking your tail off to the side?" Scootaloo asked with a mischevious tone. Fluttershy nodded, deep in the kiss that was sending her into a fit of moaning. Wow... she was even more vocal than Sweetie Belle. Scootaloo figured that she would be more quiet. Fluttershy flicked her taill to the side, giving Scootaloo the heavenly sight of the mature mare's folds. This was what made Scootaloo excited and wet. She trotted over and got comfortable in her positioning. She stuffed as much of her muzzle in as she could, causing the yellow mare to progress from rather loud moans to rather loud screams of pleasure. The taste was wonderous... it was... indescribable. Scootaloo had performed oral upon others but this... this was something else. The euphoric moment was broken when a small poofing sound could be heard. a small wind hit Scootaloo's face. The thing that was absolutely horrifying was the smell. She farted in my face!

"Fluttershy! You just farted in my face!" Scootaloo scolded while gagging, "Sweet Celestia... that was rancid." Fluttershy broke the kiss with Babs and looked back in alarm.

"Oh, Scootaloo I'm so sorry! I wasn't paying attention! I was so in to it..." Fluttershy said, fear in her voice. If Scootaloo didn't know better she would have thought the yellow mare was on the verge of tears. Scootaloo's accusing glare softened when she saw this and tried to tell the nervous, yellow mare that is was okay.

"let's just forget that ever happened... just... next time warn me when you feel like you need to fart. That wasn't a pleasant experience for me." Scootaloo said. With the minor bump in their sexual road flattened they continued their earlier ventures. Scootaloo stuck her muzzle into the rich, flavorful folds and relished every moment. She lapped up as much of the mature mare's juices as she could, but it came out in abundance. Most of it had started to drip down her muzzle and down her neck, causing a tickling sensation to form along its path. This only served to excite the orange filly even more than she already was.

"Ummmm... g-girls... I have... an i-i-idea..." Fluttershy stammered with her usualy timid voice but not as quiet as they would have expected. Fluttershy pulled away from the two-ended, sexual contact and walked to her bedside table. She took a key that was under her pillow and unlocked it. She then pulled out a long object that sort of looked like a dildo but... it had a strap.

"Fluttershy... what is that?" Babs asked, uncertainty edged along her voice. Fluttershy only smiled and proceeded to walk over to Babs.

'You'll see... want to try it on first? If that's alright with you..." Fluttershy asked Babs who looked as confused as ever.

"Sure... why not? ummm..." Babs slowly replied. Scootaloo was the one who had actually read the playstallion magazine all the way through and knew exactly what this was. She had seen a picture of a mare strap this to her hip and stick it into the other mare. Scootaloo thought they called it a strap-on dildo... but she might be mistaken....

Fluttershy helped Babs into the strange contraption and fitted it so it wouldn't slide off. "Ummm... this is weird..." Babs began but looked down at the fake penis that was dangling from her nether area, "wait... it looks like a... oh sweet Celestia..." Babs finished with a big grin and widened eyes. Yeah... this was going to be a fun night. Fluttershy told Scootaloo to lay on her back, which she did with giddy excitement. She then told Babs to positon the hanging, fake penis above the orange filly's warm, wet mound. The two fillies held this position, not knowing what to do next.

"Let me guide you..." Fluttershy said with a regular toned voice and a big smile on her face. The yellow mare grabbed hold of the dildo part of the strap on and another hoof on Babs's flank. She moved the two fillies so close that the tip started to prod against Scootaloo's lips, causing her to whimper and moan with pleasure. This was a strange and new sensation, unlike any she had ever experienced. Babs somehow knew exactly what to do, which suprised both the orange filly and the yellow mare. She slowly slid the length of the dildo in, Scootaloo's lips slowly parting to allow access to her most guarded treasure. Her moans grew louder as more of the plastic slid in, causing ripples of pleasure to scream throughout her young body. Scootaloo felt a resistance inside of her break and the pleasure was interrupted by a sharp, uncomfortable pain. Scootaloo cried out and looked down to see that a small dribble of blood had trickled down onto the ground.

"I... I'm bleeding... it hurts..." Scootaloo said while whimpering. Babs did not stop but moaned as she put in as much as she could. Scootaloo did not want to stop so she rode through the pain. Eventually the pain subsided and was replaced by an even greater pleasure that she would have never thought possible.

"ah... Babs... harder... faster..." Scootaloo moaned loudly. Fluttershy had walked over and proceeded to stick her crotch in the orange filly's face. Scootaloo, by now, knew what to do and started to give the yellow pegasus oral. The three ponies moaned and whimpered as they made love to one another. By then, Babs had plunged halfway in, causing Scootaloo to move from loud moans to loud euphoric screams, her open-mouth smile that of utter bliss.

"Babs... I-I-I think I'm.... AHH-H-H-H...." Scootaloo stuttered and mumbled in pleasure. She could feel something building up inside of her that was all to familiar. She brought her mouth back to Fluttershy's warm slit and slurped and sucked at everything she could. The intoxicating smell and taste along with being pummeled by the long strap-on was enough to bring her to the edge. Scootaloo broke contact and screamed as she came with a ferocity unlike any she had ever before experienced... how did these things get better? The pleasure ripped through her like a freight train about to derail off the tracks and off into insanity.

"AHHHHHHHHHHHHHHHHHHHH!!! BABS!!!! FLUTTERSHY!!!" Scootaloo screamed at the top of her lungs as she writhed and squirmed. The pleasure was still exploding to new heights but was slowly subsiding. Scootaloo had now noticed that Fluttershy and Babs had both had their orgasms. Their crys of pleasure had been drowned out by the high pitched screams that had came from Scootaloo.

"Wow... Scootaloo... that was... exciting..." Fluttershy said suprisingly not being timid or nervous in the slightest. I guess she really needed this if she was desperate enough to turn to two small fillies. Babs was just giggling with a knowing smile.

"I know how ya feel there Scoots... Kind of... I guess I didn't have anything this big in me..." Babs said, looking down at the dildo still attached to her. She got it off with some trouble but eventually it fell onto the floor with a satisfying thud. The three friends looked around at the mess and Scootaloo couldn't help but giggle like a madpony.

"Umm... what's so funny?" Babs asked, here eyebrow raised in concern. Fluttershy was also giving her that look of concern but Scootaloo just shook her head and finished after about half a minute.

"We came to clean but ended up makin' a mess." Scootaloo said, which brought her into another fit of giggles. The others followed tow in giggles. Eventually the three set to cleaning up their mess, which proved hard to take out of the wooden floor. After they had finally cleaned the last of their evidence they went downstairs and had a small snack. That sure was an interesting turn of events... well, all good things must come to an end. Or do they?

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-Leaving Fluttershy's house-

Scootaloo and Babs left the small cottage, leaving behind a grinning yellow pegasus behind at the doorway. They talked for awhile about what they were going to do later on tonight or how in the wide, wide world did Featherwight keep so skinny. Or how Pinkie Pie appeared at random spots seemingly out of nowhere, which they abandoned because it was not wise to speak of such things. After awhile they had to reluctantly part ways once they reached Sweet Apple Acres.

"See you later Scootaloo... in more ways than one." Babs said with a wink a slap on the flank. Scootaloo giggled and returned the two gestures.

"Yeah... hope to see you there." Scootaloo said and with that she left the city filly and off into the horizon. Now, back to her Aunt's house, which was on the other side of Ponyville. Ugh... Scootaloo took it back. Walking sucks....

Author's Note

I just had to make Fluttershy fart in Scootaloo's face. Laughed my ass off writing that part. Go ahead, call me imature but I must say... it was worth it. XD

But anyways I hope you guys will stick with me for the next chapter , which will be the one where things ACTUALLY come together. I am sure people just come to this for the clop, which I add to every (Going to be MOST of the chapters when I am done) chapter.

Stay awesome fellow bronies!

-brohoof-