My Little Pony: It’s good to be the Princess

My Little Pony: It’s good to be the Princess

02: Fluttershy Plays with Fire

By Honey Moon

Princess Twilight Sparkle nervously watched as Zecora deftly used her hooves to tie a cord to the old horse shoe Rainbow Dash had brought. “It’s one of my filly shoes.” Rainbow said with a nervous laugh. “I keep it for luck. I was wearing it when I did my first Sonic Rainboom.”

“A filly shoe, well that’s appropriate.” Twilight muttered before sipping her tea.

The zebra held the cord in her mouth and moved to stand by the worried weather pony. The horse shoe at the end began to slowly swing back and forth. There was no doubt. It was moving in the direction of Rainbow's midsection.

"Zecora, um, does that mean, I, uh, I'm sick?"

"Rainbow Dash, don't be silly. It only means you're expecting a filly."

Twilight’s eyes nearly went cross. Warm tea sprayed out of her mouth. "What? You're kidding, right? Isn't it too early to tell that?" she nearly shouted.

"Early maybe for doctor folk, forged iron is never known to joke."

Twilight could hardly bring herself to look at Rainbow Dash. “Oh, I am so sorry!” she whispered nervously.

Rainbow looked thoughtful. “Is it really a filly?” she finally asked.

“On this, the answer is clear and true.” The zebra smiled kindly. “Rainbow Dash, I congratulate you!”

“Thanks Zecora!”

Twilight cringed, but there was no explosion of anger. “Rainbow, uh, are, are you okay? What about the Wonderbolts?”

“Let me worry about the Wonderbolts. I saved Spitfire’s life after all. That’s gotta count for something. Besides, no matter how many times I explain and demonstrate, nopony else has ever produced a Sonic Rainboom.” She smiled smugly. “I bet I can get her to bend the rules.”

“I hope so.” Twilight gulped. “I, I’m so very sorry for what I did. At the time, um, it seemed like if I didn’t, um, do “things” with you, I would just die!”

Rainbow sighed. “Twilight, I won’t lie. At first I was really mad at you. I almost wrote a letter to princess Celestia about what you did.” She smiled shyly. “It wasn’t all your fault though. I’ll take, well, twenty percent of the blame. I could have fought you off if I really REALLY wanted. Do you remember when Soarin crashed into a tree and got two black eyes and broke his nose?”

“Yes I do. Didn’t Spitfire institute a new program where all Wonderbolts need yearly eye exams?”

“She did, but that was no tree that Soarin hit,” Rainbow reared forward and lashed out with both hind legs. “I can buck nearly as hard as Applejack. It sure came in handy last time I was in season and he caught me cloud napping!”

“Does, does that mean you forgive me?”

“Don’t be a dope; of course I forgive you Twilight.”

“That’s a load off of my mind.” Twilight glanced at Zecora and felt her heart skip a beat. “Zecora, it, it’s not what it sounds like!”

“Twilight Sparkle, you have nothing to fear. From me there is no secret anypony shall hear.”

Twilight sighed. “Thank you Zecora!”

Rainbow shook her head. “I’m gonna get as big as a cow though. That’s gonna put a strain on the ol’ wing muscles! I hope I’m not grounded for a few months. My mom was when she had me.”

“Rainbow Dash, eat hearty and well!” Zecora scolded. “You must keep healthy and let your belly swell. The foal within you needs a mother’s constant care. I am sure with your skills; you will keep to the air.”

“Oh, I will!” Rainbow smiled. “My little pony will get very special care. I promise!”

“Rainbow, you carried four ponies at Rainboom speed when you saved Spitfire. I don’t think a foal’s weight would ground you!” Twilight smiled hopefully. “I could always let you use the guest room at the library, if, uh, you needed a place to stay down on the ground. That is, if you wouldn’t mind.”

“Not a bad idea, Twilight. Speaking of the library, when’s the next Daring Do out?”

As the two Pegasi left Zebra’s tree hut, Zecora tapped Twilight on the flank. “Twilight Sparkle, we must talk again soon. You know every day I take tea at noon. It will put you at ease to come back on the morrow.” The zebra winked, and her voice dropped to a whisper. “A foal in this belly would not cause me sorrow.”

“Uh, see you later!” Twilight stammered as Zecora laughed.

Rainbow nudged Twilight. “You should take her up on that, Princess studly!”

“Rainbow, how can you say that?” Twilight blinked. “Um, you wouldn’t be jealous?”

“Heck no, just think of me as your wing-pony. Go have “tea” with Miss Hot Rhymes tomorrow. It’ll be a blast!” Rainbow giggled. “Just be sure to give me all the juicy details after!”

“You’d really be okay with me, uh, “having tea” with other ponies?”

Twilight, you’re still such an egghead! Just because we, um, did something once” She smiled crookedly. “It doesn’t mean I think I own you!”

Twilight felt a little hope rise within her. “So, um, it doesn’t have to be just the once?” she asked shyly. “Does it?”

“Well, I don’t have any Wonderbolt drills or weather duties for the rest of the day. Wanna come on up to my house?” Rainbow gave Twilight a wink and a smile. “You can’t get me MORE preggers, after all!”

“Hello Rainbow Dash.” A soft voice called. “How are you, Twilight?”

“Oh fudge!” Rainbow shook her head. “Um, I mean, Hi Fluttershy! See ya later, Twilight! Come on up and see me sometime. Just don’t forget to bring the tea!” Rainbow dashed off and vanished into the sky.

Gritting her teeth, Twilight concentrated on Windigos, icebergs, scary bats, and long slithering snakes. She had discovered that such thoughts helped keep her penis from engorging to emerge from her body for everypony to see. “How are you, Fluttershy?” She gave the shy pony a double take. “Why are you all dressed up? Are you modeling again for Photo Finish?”

“No, I’d never do that again. The stress was just too much for my nerves.” Fluttershy smiled bashfully. Now what would Rarity say? “Oh, you mean this old thing? I, um, I just felt, um, like, like a change of pace.”

The “old thing” looked simply lovely. Twilight liked the way the fabric of the layered skirts draped over Fluttershy’s flanks to trail gently behind her as she lightly trotted through the forest. “Well, I think you look great!” The princess was quickly learning something Rarity instinctively knew, as did many stallions. More is less, when it comes to pony style.

Somehow, hiding part of Fluttershy’s lovely body made her seem so much more desirable, and yes, sexy. Twilight gulped as she saw brief flashes of the Pegasus pony’s well formed hind legs. Fluttershy’s muscle tone wasn’t as developed as Rainbow’s or Applejack’s, and that gave her legs a more delicate and graceful look.

The bodice of the green creation had pretty ruffles that Twilight just wanted to reach out a hoof and gently touch. She shook her head, and tried to keep from taking notice that the pony was wearing matching stockings on all four legs, with a nice leafy pattern woven into the sheer material.

The princess felt flush as her wings involuntarily unfurled and spread. Uh-oh! She had to concentrate! Her eyes traveled to Fluttershy’s rear end as it swayed in a gentle sort of figure eight as she walked along. That plot! Twilight tried to keep her mind locked on the exciting plot of the new Daring Do adventure! She had to order five copies for the library, and two extras. One for her private collection and one as a gift to show Rainbow how much she appreciates EVERYTHING!

“Twilight, are you okay?” Fluttershy asked softly. “Um, do you need any help?”

Twilight extracted herself from the low lying tree branches ensnaring her upraised wings. “Oops, didn’t see that tree jump out at me!” she said with forced laughter. “I’m still getting used to these darn wings!”

“They look very nice on you, Twilight.” Fluttershy said with a hint of longing in her voice. “They’re very pretty.”

“Thank you Fluttershy. I’ve always thought yours were lovely too.” Oh blast! Why did she say something that stupid? Fluttershy was liable to got into a panic if someone complemented her in such a personal way. “So, where are you going dressed so nicely?”

“Oh, I thought I’d go see if Rarity wanted to join me for tea.”

Twilight gasped, “Tea” already having taken on new meaning for her. “Gee, I, I gotta go now! I have important books to catalog!” Not trusting her wings, and fearing that her cock would slip out fully the moment of take-off, Twilight concentrated. Her horn glowed, and she vanished with a loud pop.

“Oh horse feathers!’ Fluttershy sighed after the princess disappeared. “I thought for sure she would like me dressed like this.” She shook her head, pink mane flowing nearly weightlessly around her face.

“Oh, I could just kick something!” She angrily pawed at the ground with her right front hoof, and sent a pebble flying almost three whole inches! “I have to try something else now.”

Her plan of stalking, uh, following, um, “casually running into” Twilight should have worked. She hadn’t expected Rainbow to be there though! How could she ever compete with such a strong willed lovely pony as Rainbow Dash? “Don’t be so jealous, Fluttershy!” she scolded herself. Rainbow and Twilight are such nice ponies. They make such a lovely couple. You should be happy for them.” Something deep inside the hidden recesses of her mind spoke up. “Why not me?”

Fluttershy sighed. “I’ll just have to try a different approach. Twilight did extend her wings though.” She felt nervous warmth run through her body, and her own wings spread. “If I can get her to show her, uh, boy part because of me, that’ll mean she loves me too! Then, maybe when it’s safe, I, I can, um, maybe we, could, I could let her show me what it’s like.” She shivered in an odd mix of anticipation and fear. “No, just knowing Twilight thinks of me like that is enough. Besides, I wouldn’t want to hurt Rainbow’s feelings!”

Fluttershy trotted on a little longer. When she finally looked around to take note of her surroundings, she gave a soft squeak of despair. “I, I’m alone in the Everfree forest!” Fluttershy took to the air. Rainbow would have been impressed at the speed in which she flew back to her cottage!

Twilight instantaneously appeared in her loft bedroom back at the library. The sensual delight of raw magical power made her control lapse. The princess moaned softly as her penis emerged from her body and grew stiff. “Spike, I, I’m taking a nap! Um, could you do me a favor and see, um, if Rarity needs me to order any new fashion periodicals for the library?”

There was a crash downstairs. “Rarity?” Spike squeaked. “Um, I mean sure Twilight, I’ll head on over to Rarity’s boutique.” He continued in what he thought of as his smooth sophisticated voice. “I’ll see you later.”

“Take your time!” Twilight called. “Put the “Out to lunch” sign on the door when you leave!”

“A-okay, Twilight!”

Twilight waited until she heard the door slam, and the clatter of Spike’s toenails racing down the path. “Oh, what do colts do when they start growing turgid at the drop of a bridle? Last time I had to stay out of sight for almost an hour before it went back inside me!”

A stray thought entered her mind. It was something she remembered from her filly-hood. “Oh my!” She felt flush as realization set in. Once, when Cadence had just gone home after foal-sitting her, she had walked in on Shining Armor and found her BBBFF with a watermelon, and eyes locked on a picture of her bestest favorite foal sitter!

“He said he was pretending to hatch a dragon egg!” she gasped, remembering how his coat was matted with perspiration, and how he had been sort of bouncing himself against the melon as it sat on a thick soft cushion under his belly. “Oh my goodness, he must have bored a hole in it!” She smiled. “What a good idea! I need a watermelon!” Craning her neck, she looked under her body at her penis. “I need a BIG watermelon!”

Twilight teleported to the pantry and smiled at what she found waiting for her. “Just look at you!” she said softly. “What a big sexy melon you are!” She looked both ways to make sure nopony heard that embarrassing statement. “You’re coming with me, my tasty friend!”

Horn glowing, Twilight levitated the melon and balanced it on her back. Holding it steady with her wings, she returned to her room in a burst of teleportation magic.

Depositing the produce on her bed, she looked around for something to pierce the rind. “Oh, well, I guess there’s nothing else for it!” Lowering her head and looking down toward the floorboards, Twilight rammed her horn into the melon.

She thrust into it several times in an attempt to widen the hole enough for her member’s girth. Then she just kept going for other reasons. “That felt kinda nice!” she said, sweet juice running down her forehead. “It must be because so many nerve endings tie into a magic user’s horn. Well, I know what will feel even nicer!”

Rearing up, she placed both front hooves on the bed. “I was right, this lines up pretty good!” Horn glowing again, she aligned the blunt head of her throbbing cock with the hole her horn had made. Scooting forward, she entered the watermelon. “Oh, it’s chilly!” she gasped as she pushed in deeper. “Rainbow Dash felt so much warmer, but, this, this is just might work!”

With a little whinny, Twilight began to mate with the fruit. Her long hard shaft glistened with juice as it pistoned in and out of the watermelon. “I’ll warm you up!” she moaned as she made her bed shake. “I’ll warm you up and make you feel good.” She closed her eyes. “I’ll make you feel more than good…Trixie!”

It was Twilight’s first time masturbating with a penis, but she was no stranger to self pleasure. That arrogant show-pony had often trotted through her imagination while she humped furiously against firm yet yielding pillows and cushions. “Kneel to your princess!’ she muttered softly. “Kneel and open up that loud mouth of yours!”

As she moved, the room was filled with the sound of something hard being rammed into something rather soft and wet. Wings spread wide; Twilight lost herself in pretending that Trixie was literally paying her lip service. “Oh, you like that?” she gasped. “Then you can have more!”

Twilight staggered from the bed, horn and melon linked by magic. All four hooves planted firmly on the floor, Twilight panted as she increased the melon’s speed. “Yes, yes, yes! Trixie, bob that head! Gobble me right up!” she breathed as the watermelon moved rapidly up and down her shaft. “I, I’m going to bestow my royal blessing on you, so, so don’t you dare stop now!”

Shaking as her shaft was massaged, Twilight lost track of her fantasy. Boastful Trixie faded away. Fluttershy had looked so pretty today! She saw her friend’s cutie mark nearly every single day, but having it hidden by that lovely dress made Twilight just want to rip the delicate fabric off of her so she could stare at that lovely rump and flanks! “Oh no!” she gasped, but it was too late!

Twilight’s head rocked from side to side as she squealed and reared up on her hind legs. Her mane hid her face as she once again felt that frightening but wonderful pressure deep inside. She tried not to, but her cock throbbed. She just couldn’t hold back! Front hooves pawing at the air, Twilight ejaculated while thinking about looking up Fluttershy’s skirts! She had to hold tight to the watermelon with her magic, or the pressure of her own release would have launched it clear across the room!

Moments later, Twilight stood there and tried to calm herself. “That was so wrong!” she gasped. “How could I think of Fluttershy that way? If she even suspected I have a penis, she would be terrified of me!” She slipped the abused melon from her softening member, using magic to clean the sweet sticky mess from herself. “Oh yuck, it even feels heavier now!”

The pony stood staring at the watermelon floating before her. She couldn’t keep her eyes off of the hole her horn had made, and her penis had widened. Five minutes passed. She nervously licked her muzzle, feeling an overpowering thirst that was more mental then physical. “Nopony will ever know.” She whispered as she allowed the watermelon to drift nearer. Twilight put her mouth to the hole when it was close enough. Tilting her head back, the melon moved with her. Twilight swallowed again and again as she drank the sweetened but still musky fluid that ran so freely into her mouth.

“That was nasty.” She said after a dainty princess like belch. She couldn’t help a small smile. “It tasted good though! I’ll just put it back to have for my supper now that I got most of, well, me out of it.”

Felling like her old self now that the penis had retreated inside of her, she popped back down to the pantry and put the watermelon back. “You and I have unfinished business!” she said with a laugh as she left to reopen the library.

Scootaloo stashed her scooter by the door of the library. The little Pegasi yawned. “I gotta get more sleep.” She muttered. “I don’t think I closed my eyes for more than ten minutes a night since the Cutie Mark Crusaders tried being lawn care experts! I just can’t seem to get comfy any more!” She noticed the sign on the door. “Oh drat! I’ll have to come back later!”

Feeling composed and calm, Twilight opened the front door. “Oh, hello Scootaloo, what brings you here?” She looked all around. “Where are your two friends?”

“Hi Twilight! Applebloom is helping make Zap Apple jam, and Sweetie Belle is modeling for her sister today. That leaves me to do our research. Got any books on digging wells? We’re gonna be…” Her voice rose to a deafening shout. “Cutie Mark Crusaders Artisan Well drillers!”

“Uh, okay. Come on in and let’s take a look, shall we?”

As Twilight went into the stacks to look for appropriate books, Scootaloo’s tummy rumbled. That was another thing. Ever since that day, she just seemed to be hungry all of the time! “Twilight, do you have any snacks?”

Books were flitting through the air, pausing briefly before Twilight’s appraising eyes. “No, too advanced. No, that one would be too dangerous!” Her ears twitched. “What was that?” she asked distractedly. “Oh, yes. Help yourself to anything you like. I’ll be with you in a moment.”

Scootaloo’s wings flapped as she trotted toward the pantry. Did she imagine that? It felt like her hind legs left the floor. COOL! The little pony looked around. Watermelon! Snips and Snails had bought the last one from the market stall this morning, and had run like an Ursa Major was chasing them when she asked if she could come over and have some when they cut it open. For some reason they seemed horrified at the thought of slicing a watermelon! Oh well. Colts were so immature!

Dragging over Spike’s step stool, Scootaloo picked up a knife and managed to cut the melon lengthwise. For some reason the scent of watermelon made her go from a simple tummy rumble, to ravenously starving hungry! Burying her muzzle in the fruit, Scootaloo began to gobble it down!

There was a sort of familiar musky salty taste along the mushy tunnel that ran nearly the entire length of the melon’s inside for some reason. It reminded her of when she had accidentally swallowed that bird poop the other day. Scootaloo just shrugged. Since that didn’t harm her, a watermelon sure wouldn’t! Besides, she was so hungry and it tasted so good! Scootaloo just continued to eat until there was nothing left but two empty rinds.

When Twilight finally returned with a book on safe drilling techniques, she found Scootaloo wiping her face with a napkin as the filly returned to the library proper. He eyes lit up when she saw the book. “Thanks Twilight! We can’t fail if we follow the directions from a book! I’ll bring it right back when we’re done with it!” Scootaloo left the library; the changes already started in her body began to accelerate from a much larger dose of hermaphroditic hormones.

“I better tell Applejack what those three are up to now.” Twilight said with a smile as Scootaloo buzzed away on her scooter. “She can keep an eye on them so they stay safe!” As she started to close the door, her eyes opened wide, and her jaw dropped open.

“Hello Miss Sparkle.” Fluttershy said quietly. “I came to borrow a few books.” She smiled bashfully. “Some of my critters are having a difficult time. Do you have anything on animal husbandry?”

“Huh? Miss Sparkle?” Twilight asked. She had never seen her friend like this. Fluttershy had her mane pulled back in two long braids, with pretty red ribbons tied up in big bows. She also wore a uniform that looked like what school-fillies wore generations ago to prissy private schools in Canterlot. It must have been left over from some of the more sophisticated photo shoots Photo Finish had subjected Fluttershy to.

Twilight tried not to stare. The red pleated skirt was hiding Fluttershy’s cutie mark again. The hem of the skirt nearly dragged on the floor, and gave tantalizing brief glimpses of those lovely hind limbs. Her long luxurious tail was also braided and tied with a bow. It seemed so daringly cute emerging from the skirt’s modest back slit. The blue blazer looked so fetching over the snow white blouse. Twilight tried to remember to breath. Fluttershy also wore four snow white baggy socks, with little black stiletto heel boots on each hoof that Rarity would simply gush over!

Fluttershy looked like she could pose for the cover of a very special type of book written in olden pony times. Books written by authors with unlikely names like Mistress Unicorn Whip, A. Pony, and her very favorite author, Anonymous! Twilight had quite a few of these “classics” in the secret collection she kept hidden down in her laboratory where Spike would never find them.

Fluttershy took a deep breath. “If I’m not old enough to check them out, my momma could come in and get them for me.”

“Wh-What did you say?” Twilight stammered, as she tried to keep her wings from spreading wide. “Animal husbandry, that, um, isn’t that the study of, b-b-b-breeding animals?”

“Oh my, yes!” Fluttershy managed a giggle that she hoped sounded “filly” enough. “It’s very important that I know all about mating and such things. Angel Bunny is a dear, but I don’t like to impose and watch him with his many lady friends. Angel doesn’t mind, but the girls were starting to complain.”

Twilight tried to talk, but all that came out was a soft “Squee” She cleared her throat and tried again. “You, you watched?” she managed to force herself to say, while resisting the urge to let loose with a loud whinny.

“I even took notes. I need books though. Bunnies move so fast it’s hard to see all the details.”

I, I’m sure that the library has something! Won’t you c-come in?”

Fluttershy followed Twilight into the library. She was glad that the blazer Photo Finish had let her keep was tailored for a Unicorn or Earth pony. The fabric across her back helped prevent her from popping an embarrassing wing-boner as she tried to peek under Twilight’s swaying tail. Would she be able to see the place where Twilight’s member emerged from her body? Was her coat thick enough to hide the additional slit from view? She knew it was rude of her, but she lowered her head and tried hard to get a peek under that pretty, but view spoiling tail! She’d settle for just a glimpse of Twilight’s regular mare parts!

“Can, can I get you anything, Fluttershy?”

“Oh, maybe just some tea, Miss Sparkle.”

Twilight gasped. “No tea, I’m fresh out of tea!”

“Oh, then I’m fine.” Fluttershy smiled bashfully. “My, um, my momma will have dinner ready when I get home.”

Twilight felt like she had slipped into the plot of one of her secret books. What was going on? Why was Fluttershy acting like a filly? Why was she dressed like every school-colt’s dream? “Um, did, did Discord do, um, something to you?” she finally stammered.

“Oh no Twilight, um, I mean Miss Sparkle. Discord always behaves himself when he comes over for tea. He even makes sure he puts the cottage right back on the ground before he goes home.”

Twilight moaned. “Let’s not talk about tea!” she said through clenched teeth. She had lost control of her wings, and was in serious danger of having her cock slip right out to terrify Fluttershy!

Eyes wide, Fluttershy felt joy when Twilight’s magnificent wings unfurled. She was a Pegasi after all, and knew exactly what that meant! Twilight was interested in her! Could she do it? Could she get the ultimate proof of Twilight’s feelings, by making her grow erect, like Rainbow Dash must have?

The maiden had some very confused ideas about mating, love and simple biology. This was probably due to her never wanting to talk about these things with Rarity. She just nodded and smiled a lot while the fashionista bragged about her latest stallion conquests during their weekly spa dates.

Fluttershy was content to just lock herself in her cottage while she was in season. This was the first time since she was a filly that she hadn’t hidden herself away. She had to be sure of Twilight’s feelings before she took her usual anti-stallion precautions. Thankfully, all these clothes would help conceal her condition from any unwanted male attention.

“Oh, maybe I’ll just look around for those books.” She said with a giggle that this time came much more naturally. This acting was really starting to be fun!

“Yes, books, let’s look!” Twilight muttered, concentrating on thoughts of the icy tundra bordering the Crystal Empire. Her nostrils flared. Oh no! Fluttershy was in her season! There were polar bears on the tundra, right? Maybe even icky bats! She tried to imagine giant snow bats chasing her as her heart raced. “Books are a good thing! Let’s get those books so you can go about your very busy business somewhere away from a stuffy old library!”

“Miss Sparkle, are they over here?” Fluttershy picked a bookcase at random. Spreading her forelegs, she lowered her head down to the bottom shelf, while swaying her tail from side to side as she lifted her rump high.

Twilight stared at the sight of a pony offering herself, and moaned. Her cock surged free of her control. Pulsing and throbbing, it slid out of her body and grew achingly erect! “Fluttershy, you have to g-go home now. I, I have to go do the thing at the place!”

Looking back over her shoulder, Fluttershy was stunned at how large a princess’s penis could be! “Oh Twilight, did I do that?”

“Fluttershy, you, you aren’t scared?”

“No, I, I’m not scared.” Fluttershy fibbed. Her one brief glimpse was of a flaccid organ slipping back into hiding. Oh my, it was bigger than she had ever imagined it could be! How could Rainbow take that inside of her? She nervously started trying to casually inch her way to the door. “I, I’ll come back another time for those books, Miss Sparkle, um, I mean Twilight!”

“Fluttershy, um, why don’t you stay?” Twilight asked huskily. She trotted over and locked the door, her cock slapping her belly with every step. “We, um, could have a slumber party, just the two of us.”

“No, that’s alright. I, I’ll just be going home now!” Fluttershy turned and ran for a window. This proved to be a costly error. She had never worn heels other than on the catwalk. She caught a knothole in the floor with her left front hoof, and took a serious tumble! Wings trapped under her blazer, she was totally unable to regain her balance!

“Fluttershy, are you alright?” Twilight cried as she rushed to her friend’s aid.

“I’m fine, Twilight.” She muttered while trying to untangle herself from her clothing.

Twilight stared down at her friend. Fluttershy’s long red pleated skirt was yanked up. Sprawled on the floor, flat on her back, Fluttershy struggled in the confines of unfamiliar fabric. Fore hooves trying to force it back down, Fluttershy’s face was completely concealed by the skirt. Twilight could see the tails of the blouse tucked into the elastic waist of the skirt, but Fluttershy hadn’t included the chaste foundation garment that traditionally went with these old school uniforms.

Nearly panting, Twilight had a fine view of Fluttershy’s marehood! More importantly, she could smell the enticing scent of a mare in heat! “Oh Fluttershy, you’re beautiful! I, I wish Photo Finish was here to immortalize you on film!”

“What? Twilight, I couldn’t do that! I put my hoof down when she wanted me to pose for PlayColt! They wanted me for the centerfold, but I said no way! They, they take close up pictures of, of everything!”

Gracefully settling on her haunches, Twilight moaned as her throbbing cock was trapped under her against the cool floor as she folded all four limbs under herself. She didn’t mind though. She just wanted to stare at Fluttershy’s pretty vagina. “You’re so very lovely!” she whispered, as she lowered her head closer and closer to that fragrant flower.

Fluttershy managed to pull the skirt down from her face. “Twilight, that, that’s dirty!” she managed to gasp just before a broad tongue swiped against her most delicate self. “Oh Twilight!”

The first thing that came to Twilight’s mind was that although very similar, Fluttershy and Rainbow did taste quite different. It wasn’t a case of one being better than the other though. It was like deciding between Marigolds and Daises for your sandwich at lunch. It was hard to make up your mind when both were so yummy! Twilight forgot trying to analyze things, and happily started lapping away.

Fluttershy stared wide eyed as Twilight licked her. So this was what Rarity and Pinkie Pie meant when they talked of a stallion having a talented tongue! She never knew it could also apply to mares! Twilight’s tongue felt so soothing and good against her!

Fluttershy couldn’t help a tiny “squee” of satisfaction. She would never do anything naughty, but this felt ever so much nicer than the time she had “accidentally” spread her hind legs as wide as she could, and leaned back against her bedpost. That had inadvertently trapped the upright between her legs. Then she slipped and lowered her head to the floor. After that, she couldn’t help sort of rhythmically wiggling and sliding herself against the hard and deliciously smooth wood!

Fluttershy would just die if anypony figured out why that one bedpost upright had become so very shiny on one side at just the right height to match the body of some nasty pony rubbing her wetness against it! She just couldn’t get to sleep without her nightly post polishing session. Her day just didn’t start right without another as the cocks were crowing while Princess Celestia raised the sun! If she had trusted her wings more, she might have even risked losing her maidenhood to the suggestively shaped bedknob high up on top of the post!

“Twilight, what are you doing?” she asked softly.

Pausing, Twilight looked up and smiled, Fluttershy’s honey making her muzzle shiny. “I’m making you feel good.”

“You are!” Fluttershy gasped when Twilight’s tongue returned to her. She thought of that huge member beneath he friend, and shuddered. “Twilight, this is all we can do! My season is starting!”

Twilight moaned. Why did Fluttershy have to say that? She could smell Fluttershy’s heat, but hearing her just come out and say it made her cock throb! Her body ached for more, but she was not going to betray another friend. “I, I understand!” she whimpered, before returning to her happy task.

Reaching down, Fluttershy ran a hoof gently through Twilight’s mane. “I, maybe, um, maybe we could.” She moaned as a scary thought raced through her frantic mind. Would that be so bad between good friends? Twilight was certainly better than some scary stallion! Besides, Rainbow was sure to understand, wouldn’t she? A darker thought emerged. What Rainbow didn’t know, wouldn’t hurt her!

“In two weeks! I, I’ll think about it! In two weeks it should be safe. Maybe, maybe I could let you have my maidenhood then.” She said as the post polishing explosion approached far faster than it ever had before. “Twilight, just promise me that you won’t try anything else today!”

Tongue lashing and probing, Twilight heard Fluttershy’s words and she moaned. Two weeks to feel this wonderful warmth her tongue around her cock? Fluttershy was panting and mewling as she took her mouth away. “Two weeks is so long!” she whispered.

“Oh Twilight, please don’t stop!” Fluttershy begged. “I, um, I was almost, uh, ready to, um, do something!”

Mind reeling, Twilight heard the need in that lovely soft voice. She didn’t mean to, but started echoing an oft used plot found in her secret reading material. “It, it’ll feel better for you if I, um, put it in.”

“We can’t!” Fluttershy whimpered. “Twilight, just lick me some more, please, um, that is if you want to.”

“Fluttershy, I do want to, but I want you to feel good too!”

“But, but Twilight! I’m in my season! It’s too dangerous today! Licking, uh, down there feels very good! Just keep doing that!”

“I promise to be careful!” Twilight vowed, meaning every word as she placed her right hoof over her heart. She would never betray Fluttershy like she did Rainbow. Rainbow had forgiven her, but Fluttershy would be devastated if she took advantage of her. “Just let me put it in for a little bit, and then I’ll lick you some more. I promise I’ll take it out the second you tell me to!”

Fluttershy felt herself drifting back from the edge of that scary wonderful feeling she had only felt by herself before. She whimpered. “I was fibbing about the books, Twilight. I’m not so silly and naive not to know what will happen if you, uh, released in me!”

“I know, I know!” Twilight felt like she was burning up. “I promise! I Pinkie Swear!” She thought for a moment. I have an idea!”

Fluttershy felt an almost aching disappointment as Twilight scrambled off of her. “What are you doing?” she asked softly as Twilight sprawled on her back, wings spread, and her rigid member curving upwards. “Twilight, that, that looks” she gulped and whispered “Sexy.”

“You’re in control, Fluttershy! I won’t move! You, uh, you could even tie my hooves together, I don’t care! Just please let me feel you! Let me have your maidenhood today! Then I’ll finish licking you, and go have some more watermelon later!”

Fluttershy had no idea why Twilight suddenly wanted a healthy snack, but that wonderful penis was just begging for her attention. Unlike her bedknob, she wouldn’t have to keep flapping her wings to keep on top of it. She never wanted to even think about what would happen if her wings failed her if she tried THAT!

Still, the thought of tying Twilight was a little off putting. It somehow made her think of Applejack in a really weird way. “No, I, I’ll trust you, Twilight.” She said softly as she managed to get up on shaky legs and straighten out her clothes.

“Thank you! I promise you’ll like this! I swear I’ll tell you long before things get messy!”

Fluttershy shook herself, and let the long skirt drop back into place. She smiled. “I know you will Twilight, but don’t forget.” She couldn’t help a giggle. “I’m such a scaredy cat that the second I think something’s wrong, I’ll fly right away.” She winked. “You know I have enough wing power for that!”

“I know Fluttershy. Don’t worry. I completely understand and won’t be upset or anything!”

Stepping carefully so she wouldn’t catch Twilight with a misplaced hoof, Fluttershy walked slowly over her. They both whimpered as Twilight’s impressive member bowed a little under her body, and dragged slowly over her clothing. “Oh my, I, I guess I should get undressed first.” She said as the skirt got in the way of progress.

“Just the skirt!” Twilight blurted out. “Oh, pin feathers! I can’t believe I said that!” she gave a sheepish grin. “Fluttershy, make yourself comfortable. After all, you’re in charge! I’m happy with whatever you decide to do.”

Backing off of Twilight, Fluttershy put a hoof to the first button of her blazer. She paused. If Twilight wanted her to keep most of her things on, that was okay with her. For some reason, the thought of leaving on the blouse and blazer was sending strange and scary thrills up and down her spine. She couldn’t put a hoof on it, but somehow the idea of keeping them on made things so much more frightening, yet exciting!

Fluttershy smiled and adjusted her school tie. “Miss Sparkle is a naughty mare.” She said softly as she unhooked the skirt. Giving her body a little shake and her braided tail a twitch, the material slowly slid down her rump to pool around her hind hoofs. She daintily stepped out of it. “I think Miss Sparkle likes little school-fillies.”

Twilight felt her cock give a massive throb. Fluttershy keeping on that snugly fitted blazer was making her heart race for some reason. “I, um, no, it’s just, uh, I, I read a lot!”

Moving over Twilight, Fluttershy whimpered as the broad head of Twilight’s penis again traced a path under her. She trembled as it rubbed over her maidenhood and popped up to give her tail a playful flick. “No magic!” she warned. I, I think I can do this!”

Twilight whimpered as Fluttershy began to wriggle, sway and sort of hop her hind quarters over her. Incredible feelings surged through her as the head of her cock poked and prodded up between Fluttershy’s hind legs. “Let me help a little!” she gasped, as she felt warm dampness graze over her again and again.

“I’m in charge!” Fluttershy snapped with unaccustomed firmness. “I can do it!” She froze. “It, it’s right there!”

“I know!” Twilight whimpered as Fluttershy’s heat seemed to enter her soul. “Oh, I know!”

“Twilight, I, I’m gonna do it!” Easing back so she wouldn’t loose the evasive pressure at her opening, Fluttershy whimpered as she felt her labia slowly spread. “It, it’s going in!” she squealed as she left her maidenhood behind.

“Fluttershy, you’re wonderful!” Twilight cried as she was slowly enveloped by glorious silky tightness.

Panting, Fluttershy hunched down a little, taking more of Twilight into her. “You’re so big!” she gasped. “You’re so big, but it didn’t hurt at all!” She looked down under herself and moaned. “You’re only half way in me, and I’m so full!”

Twilight whimpered. “I, I won’t be mad if you get off now, Fluttershy. I, um, I’ll lick you some more.” She took a deep breath. “Maybe, maybe you could lick it, um, me too?”

“I’m so full!” Fluttershy repeated as she lowered her hindquarters a little and thrust back. “Oh Twilight, I never felt like this before!”

“Be careful.” Twilight squeaked. “I, I’m not close yet, but be careful!”

“I’m in charge!” Fluttershy cried as she continued to rhythmically impale herself on the wonderful cock. “I’ll know when to stop!”

Twilight moaned. This was so unlike Fluttershy, and she liked it! “Yes, you’re in charge!” she agreed. “I won’t move or anything!” It was awkward for a quadruped, but she splayed out all four limbs. “See Fluttershy, I’ll just lay here! You do whatever you want!”

“You bet I will!” Fluttershy shouted, letting a little of Iron Will’s training slip out. “When someone is willing to submit, you do whatever you see fit!”

Eyes wide, Twilight stared up at her lovely friend. Fluttershy’s nostrils flared and her ears twitched as she worked herself on the up reaching penis. “Yes, I’m submitting!” Twilight gasped, as the heat of Fluttershy’s body squeezed and caressed her. She tried not to think about how she just taken Rainbow. “I’m not forcing you! I’m not forcing you!”

Standing on all four legs over Twilight gave Fluttershy a feeling of security. If she let that whole thing into her, who knows what would happen? “No, I’m doing what I want!” she moaned as the feeling of release grew closer and closer.

Twilight was panting. She tried to force down the feelings, but it was no use. “Fluttershy, it’s soon!” she shouted in warning.

Fluttershy whimpered. “Hold it in!” she cried. “I, I’m almost there!”

“Fluttershy, I can’t! You gotta stop real soon!”

Twilight was actually trembling under her. This was so exciting! “You’ll lick me?” she asked.

“Yes!”

The thrilling idea of stopping before Twilight received what she so obviously needed was just enough to allow Fluttershy the self control to stop before things got out of hoof. “I know you will!”

Fluttershy pushed off with all four hooves, and things went dreadfully wrong! “The blazer!” she cried, when her wings couldn’t unfurl under the sturdy fabric.

“Fluttershy, get off of me right now!” Twilight gasped through tightly clenched teeth. “Get off before it’s too late!”

Her take-off foiled, Fluttershy had only managed to hop. The head of Twilight’s cock remained within her body. What goes up must come down! Her hooves hit the floor. The heel snapped off her left hind boot, while the right hind boot landed on her discarded skirt and slid. With a wail, Fluttershy sat down hard on Twilight!

Her eyes opened wide as she was completely impaled. She thought she was full before! Twilight was so deep in her now, that she swore her heart was pounding right against the head of that massive member! “No Twilight, don’t do it! Don’t do it inside of me!” she wailed as her body was overcome.

“Fluttershy, what are you doing?” Twilight groaned as she lost what precious little self control she had. Deep inside, she felt the pressure grow. “Get off! Get off before” she writhed under her friend. “It’s too late, I, Oh Fluttershy!”

Unable to stop herself, Twilight humped up at the squirming quivering Fluttershy. He cock throbbed as the sheath enveloping it caressed and squeezed. She exploded! She felt each powerful jet of warm gooey fluid spurt forcefully out of her cock as she erupted into the body of her panting friend.

Fluttershy tried to regain her footing, but all she seemed to be able to do was sit there and rock back and forth on Twilight. The hardness lodged within her danced and jerked. She knew what it meant, but couldn’t stop herself! The bedpost was never like this! Fluttershy screamed her joy, even as some deep part of her mind quivered in fear at being filled with potent Alicorn semen while being in heat.

When it was finally all over, twilight whimpered as Fluttershy finally managed to get up. Her softening penis slipped out with a slurp, and quite a surprising amount of pearly white fluid dribbled out of her friend’s trembling body. “Oh Fluttershy, I’m so very sorry!”

“Twilight, I, I’m in heat.” Fluttershy said softly. She looked down at the mess she was dripping onto the floor. Basic good manners made her hook the skirt with one of her ruined boots, and drag it over to soak up the growing mess. “Twilight, I think I’m probably not in heat any more.” With a sniff, she began to quietly cry.

Rainbow Dash swooped down towards the library. “Twilight never did tell me when the next Daring Do is due out.” She snorted. “Doo-doo, I better not let Pinkie Pie hear me say something so dumb. She’ll never let me forget it!” She aimed at Twilight’s open bedroom window. “Maybe we can “Have Tea” right now.” She mused as she effortlessly flew through the narrow opening.

Twilight felt like crying herself. How in the wide-wide world of Equestria did she end up putting a foal in another friend’s belly? She put a foreleg up and gently patted Fluttershy’s trembling back. “I’m really sorry. I just couldn’t stop it.”

“Twilight, what if I, I’m, uh, p-pregnant?” Fluttershy sobbed louder. “You’re a princess. How could I not be pregnant?”

Rainbow flew down the stairway and landed with perfect precision in the library proper and folded her wings. “Oh, hey guys, what’s up?” Her eyes took in the sight of Fluttershy crying, while Twilight tried to comfort her. Her wings gave a little twitch when she saw the wet skirt on the floor, and smelled a now familiar smell as Fluttershy continued to drip onto it.

“Rainbow now’s not a good time.” Twilight said as she patted Fluttershy.

Anger filled Rainbow. Her eyes flashed pink fire. “Sparkle, what have you done to Fluttershy?”

“What, no wait!” Twilight tried to jump out of the way, but Rainbow gave a flap of her wings and charged! The impact sent her skidding into a shelf, and books cascaded down on her.

Rainbow glared down at Twilight as she sprawled on the floor. Wings flapping, she punched at the air with her front hooves. “Get up Sparkle, so I can knock you down again! Then I’ll write a very interesting letter to Princess Celestia about you! You’ll be lucky if she only banishes you to the moon!”

“Rainbow Dash, you apologize to Twilight right this minute!”

“What for, Fluttershy! I was defending you! Twilight ra…”

Fluttershy thrust a hoof out and shoved it in Rainbow’s mouth, silencing her. “Twilight didn’t do anything wrong!”

“But-but-but, you’re just dripping with goo! Twilight must have forced you over and over to get you in that state!” She stopped herself from blurting out that she had only leaked a little while flying home after she was mated. “Um, Twilight had no right to force you!”

“Rainbow my dear, Twilight didn’t force me at all.” Fluttershy felt herself blush. “I, I was on top and Twilight held still, just like she promised. I broke a heel and fell. I wasn’t able to get off in time. I, um, I was in charge of everything!”

“Twilight was sure able to ‘get off’ in time!” Rainbow muttered.

Shaking her head, Twilight managed to get up on her hooves. “Rainbow, you know I’d never hurt Fluttershy! It was all an accident! I was staying perfectly still, just like Fluttershy said!”

Rainbow looked at Fluttershy, who only nodded and smiled. She took a deep breath and tried to calm down. “Oh, gee Twilight. Sorry I kinda over reacted back there. You gotta admit, things did look bad with Fluttershy crying.”

“That’s only because I’m going to be an unwed broodmare!” Fluttershy sniffed again. “You would cry too, if it happened to you!”

“I didn’t, and it did!” Rainbow gave Fluttershy a crooked smile. “I’ll Race you to the maternity hospital!”

Fluttershy looked at Rainbow, and felt the tears begin again. “You, you and Twilight are going to have a foal together? You can beat me up now if you want.” She said softly.

“Huh, what are you talking about, Fluttershy?”

“I, I stole your girlfriend just to see if I could!”

“Girlfriends? us?” Rainbow looked at Twilight and roared with laughter. “I love Twilight, but I don’t LOVE Twilight!”

“Thanks a lot, Rainbow!” Twilight snorted. “Don’t make the idea of me as a girlfriend sound so ridiculous!”

“But you two had.” Fluttershy could hardly force herself to continue in a whisper. “Sex!”

“Fluttershy, haven’t you ever heard of “Friends with Benefits?” It’s just another part of the magic of friendship. Go ask Lyra and Bon-Bon. Those two have “Benefits’ written all over ‘em!”

“Hey, you shouldn’t spread rumors! Bon-Bon and Lyra aren’t a couple, just because they always hang out together!” Twilight couldn’t help a smile. “Fluttershy, Rainbow isn’t putting it quite like I would, but she’s essentially right. We had sex, how do you feel about me?”

Fluttershy actually backed away, leaving a little slimy trail behind. Now that she wasn’t a maiden any more, things looked much clearer. “Um, Twilight, don’t be mad, but I don’t want to marry you. I’m not ready for that yet. I, um, I just wanted to know if you liked me as much as Rainbow. Besides, just because you have a penis, doesn’t mean you aren’t still a mare. When I get married, it’ll be to a stallion Like Big Macintosh!” She opened her eyes wide. “Oh no, don’t tell Applejack I said that!”

Twilight clapped a hoof to her head. “I don’t think I’ll ever write Princess Celestia about this!”

“Dear Princess Celestia.” Rainbow said in what she thought was a good imitation of Twilight. “Today I learned about friends with benefits.” She gave Fluttershy a wink. “In about eleven months I’ll tell you about what I learn as a daddy! Wait, should that sire?”

Fluttershy actually started to laugh. “Rainbow Dash, you stop teasing Twilight!”

Twilight moaned as her cock slowly reemerged. “That’s okay Fluttershy.” She looked up at Rainbow and grinned. “How about joining me for some beneficial tea, friend?”

Fluttershy smiled. “I’ll take notes!”

=====================================

Coming up next: Applejack is facing a dilemma. Granny Smith has recently started dropping heavy hints about wanting a grand-filly or colt. Big Macintosh is moving way too slow with his relationship with Cheerilee to suit her. She thinks it’s up to AJ to add an addition to the Apple family tree. How can Applejack tell her how unlikely this will be? She just can’t bring herself to “come out of the stable” and admit to her family that she’s a confirmed fillyfooler!