Fluttershy's Week-long Foot-long

by Nostalgia Schmaltz

Rating: mature
Tags: Sex, Cheerilee, Big Macintosh, Princess Celestia, Slice of Life, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Comedy
Length: 92098

Fluttershy becomes Futashy for a week. Sex ensues.

Previously known as "Futashy for a week". New title thanks to Camokkid.

Celestia finds out that Fluttershy and Luna have been having some secret relations, so as punishment, Fluttershy is given some extra "equipment"! But Fluttershy ends up finding that this punishment isn't as bad as it seems...
Contains FUTASHY! Glorious amounts of Futashy.

Published 2012-02-23 23:54:02 UTC
Last updated 2013-04-01 14:08:28 UTC

Chapter 1: Twilight Sparkle

All characters © Hasbro

CONTAINS: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't wanna read about Fluttershy with a dick, close the page now.

After a short flight, Fluttershy finally arrived in front of Twilight's tree-library, landing gracefully at the doorstep and peering inside the lit-up window. She spotted the purple unicorn at her desk on the left side of the room, surrounded by books as a quill wrote across a piece of parchment, being levitated by her magic.

“Whew, she's home...hopefully she can help get rid of this...” Fluttershy thought, glancing down between her legs for a moment, before stepping up to the door, raising her hoof and gently knocking on it. A couple moments passed before the door opened, a purple-ish aura surrounding it as it did; revealing Twilight, who smiled warmly.

“Oh, hello there Fluttershy! What brings you here this late?” she asked, motioning for the pegasus to follow her inside as she turned, heading back toward her desk.

“Um...nothing really...I just thought I'd visit you.” Fluttershy lied as she followed Twilight inside, walking over to the desk with her. “What are you studying tonight?”

“I was just writing some notes on anatomy.” Twilight answered, pointing her hoof toward one of the open books on her desk as she levitated her quill once more, continuing to write on the parchment. “Biology is a lot of fun, you know?”

Fluttershy nodded with a slight smile, trying to be as inconspicuous as possible. Meanwhile, Spike came down the stairwell, carrying a stack of books over to the desk and putting them down beside it.

“Here's the rest of those anatomy books from the attic. Why do you need so many, anyways?” the little dragon groaned, his arms sore from carrying them for so long. “Oh, hey Fluttershy.” he casually added as he glanced toward her, getting a smile from her as well.

“You know what I always say; the more books, the better!” Twilight giggled, levitating a couple of the new books onto her desk, replacing the ones that were there previously. “Is there anything you need, Fluttershy?” she asked, glancing at Fluttershy, bringing up a fresh piece of parchment with her magic, laying it in front of the one she had been writing on.

“Oh, well...there is something I wanted to talk to you about...but, can we talk in private, please? That is...if that's okay with you.” Fluttershy asked quietly, blushing softly; Spike taking the hint and heading back upstairs again, yawning slightly as it was close to his bedtime.

“Well, sure. What did you want to talk about?” Twilight asked, setting the quill down as she motioned for Fluttershy to follow again, leading her into the kitchen and shutting the door behind them.

“It's...um, well, I went to Canterlot earlier today; Princess Celestia had her guards bring me up there so she could talk to me.” Fluttershy started, trying to keep her composure despite all of her anxiety.

“Really? What did she say?” Twilight asked, more intrigued now that the subject was Celestia. “The princess doesn't normally call ponies up to Canterlot unless it's important...what happened?”

Fluttershy gulped softly, blushing again in embarrassment. “You...promise you won't tell anypony?” she asked quietly.

“Yes, of course. I won't tell a soul.” Twilight nodded, before bringing her hoof across her chest and gently poking her eye with it, the traditional 'Pinkie Pie swear'. The fact that Fluttershy wanted to keep it a secret only worried her further, though.

“Okay...” Fluttershy started, taking a deep breath to try and calm herself. “It all started when Luna came over to my house one night, at least a month ago.” Fluttershy started. “We talked over tea for a while, before she asked me if I wanted to play a game with her.”

“A game? What kind of game?” Twilight asked curiously, tilting her head a bit. “Why would Luna go to Fluttershy and ask that?” she thought, somewhat confused, but deciding to keep her thoughts until after she got the full story.

“Uhm..well...” the nervous pegasus began, her cheeks blushing again. “She wanted to play...SBDM? DMBS? I can't remember what she called it, but it always involved me tying her up and shouting at her and doing other...things.” she said, her whole face flushing red with embarrassment by now. “She'd tell me to hit her with whips or say bad things to her, and-”

“FLUTTERSHY!” Twilight nearly shouted, shoving her hoof against Fluttershy's mouth to silence her. “Are you serious?! Luna seriously asked you to do that?” she asked with wide eyes, knowing exactly what Fluttershy was talking about...from reading about it in a book, of course. Fluttershy nodded, looking back into Twilight's eyes, still blushing in embarrassment. “What in Equestria? Why would she want you to do those...things?”

“I don't know...she would just come over to my house at night from time to time and ask me if I wanted to play that game with her. I didn't want to say no, she sounded like she really wanted to do it.” Fluttershy continued after pushing Twilight's hoof off of her snout, looking down at the floor. “And I guess...I kind of enjoyed it, too...some of the things we did were very...nice.” she spoke even more quietly.

Twilight shook her head, completely bewildered by the story Fluttershy was telling. “Okay, okay...how does this relate to going to see Princess Celestia?” she asked, wanting to get back on topic again.

“Well, um...she called me up to Canterlot to talk to me and told me that she knew about what me and Luna were doing.” Fluttershy spoke softly, looking back up at Twilight. “She got Luna to tell her everything and...then she punished me.”

“Punished...you?” Twilight blinked in surprise, though her worry only increasing as her mind rapidly jumped to different conclusions. “What did she do to you? You're not hurt, are you? Is she going to banish you and put you in a dungeon or..?” she asked, gently putting her hoof on Fluttershy's shoulder.

“I think...you should see for yourself, Twilight.” the nervous pegasus replied, gently pushing Twilight's hoof off her shoulder before she sat on the floor, blushing hard and turning her head away in embarrassment as she spread her legs, revealing her new 'equipment' to Twilight.

“What the...” Twilight started, her pupils shrinking as she stared at the sheath and balls in disbelief, her jaw almost dropping to the floor. “She...she...did THAT?!” she stammered, blushing now as well, her mind only filling with even more wild conclusions. “What in Equestria?! How is that even possible?? I've seen quite a bit of Alteration magic, but this is just ridiculous!”

“I-I don't know how she did it either, but that's what she did...” Fluttershy spoke softly, closing her legs again before standing up, looking back toward Twilight. “I came here to ask you if you knew how to remove it...it IS magic, right?”

“Well...uh, I'd assume so...” the purple unicorn gulped and nodded, still shaken from the fact that her friend was now a full-blown hermaphrodite, even if just via a magic spell. “I don't know about removing it though, I've never heard of any alteration magic like this!”

“There has to be some way, though...right? Celestia said it would last for a week...I don't know if I can hide it that long, Twilight.” Fluttershy continued, looking at the floor again. “If anypony found out about this, I wouldn't be able to show my face in Ponyville again...”

Twilight took a deep breath, closing her eyes for a moment as she tried to regain her composure. “Don't worry, we'll find a way to get rid of it, or at least hide it.” she spoke, turning towards the door again. “Stay here, I'm going to get some books.” she added before going through the door and back to the center of the library, starting to search for more advanced spellbooks.

“Twilight, what's going on?” Spike asked from the top of the stairs, having heard Twilight's shouting earlier, looking down at her from one of the top steps as she walked around the bookshelves, taking down a book here and there. “Is something wrong with Fluttershy?”

“It doesn't concern you Spike, go back to bed.” Twilight replied dismissively, carrying a few books with her magic as she headed back toward the kitchen, going inside again and locking and magically soundproofing the door this time, just in case Spike decided to disobey her. “Okay, there should be something in these books that can help.” she told Fluttershy as she set the books down, picking up the first one and opening it up, starting to flip through the pages.

“What are you going to try first?” Fluttershy asked curiously, watching the pages flip with magic as Twilight searched through the book, finally stopping a good ways into the book.

“Here's something I can try...it says it's for removal of physical enchantments.” Twilight answered, reading the spell and preparing herself to cast it. “Tell me when you're ready, Fluttershy.”

Fluttershy took a slow breath as she sat down spread her legs again, not exactly sure if she needed to or not, but doing so anyway in case she did need to. “I'm ready...” she softly spoke, blushing in embarrassment once more.

“Okay, here goes...tell me if you feel anything strange.” came Twilight's reply as her horn started glowing brighter, Fluttershy's sheath and balls starting to glow with a magic aura as well, causing her to feel the same tingly pleasure as when she was rubbing it herself.

“O-Oohh...Twilight...stop, that feels weird...!” she softly moaned, causing Twilight to stop the spell immediately.

The unicorn sighed softly, flipping through the book again, finding another spell after a few moments, her focused reading causing her to not notice the tip of Fluttershy's member poking out of her sheath. “Here, let me try a different one...this one's supposed to neutralize alteration magic.” she spoke, before working her magic on Fluttershy's male bits again.

This time, Fluttershy didn't feel anything at first; glancing down at her crotch and seeing the magic aura. “I think it might be working...” she started, but quickly realized that she spoke too soon. The aura on her sheath suddenly began brightening rapidly, causing her eyes to widen in fear, Twilight's doing the same as she tried to stop her magic, though right as she did, both magic auras flashed brightly.

“Agh!” Twilight groaned from the sudden spell break, leaving her slightly dazed for a couple of moments. “Fluttershy, are you alright?” she asked worriedly, shaking her head before glancing over at Fluttershy, now laying on her back and shivering a bit, even more dazed than Twilight was.

“Oogh...I...think...” Fluttershy mumbled, one eye closed as she slowly sat back up again, looking back at Twilight to see an exasperated look on her face, as well as a deep blush on both cheeks. “Twilight? What are you looking at me like that f...” she stopped and gasped in surprise and embarrassment as she looked down, seeing her semi-aroused member now fully aroused, standing proudly at its full 12 inches and gently throbbing. She gasped and quickly turned around, her face flushing red quickly as she closed her legs.

Twilight was speechless for a few more moments; she could have sworn that Fluttershy's member was still glowing despite the spell breaking. She gently shook her head after another moment, snapping out of her surprise and reaching toward Fluttershy's shoulder. “Fluttershy! Are you alright? I didn't hurt you, did I?” she asked, gently nudging the pegasus' shoulder.

“I-I'm sorry! I don't know how it got like that!” Fluttershy stammered, turning her head to look back at Twilight. “I didn't mean for it to get hard!” she continued, shivering a bit again. “Y-You didn't hurt me...”

Twilight sighed in relief, though continued to gently hold her hoof on Fluttershy's shoulder. “I've never had a spell react like that before...I didn't mean to make your body do...that.” she spoke, gently rubbing the pegasus' shoulder. “But I think I've figured out what went wrong, judging from how the spell reacted. Could you turn around for a moment? I need to see your...thing.” she asked nervously.

“If you say so, Twilight...” the pegasus replied softly, slowly turning around again, still blushing hard in embarrassment as she let Twilight see her aroused member. Twilight squinted softly as she took a closer look at it, seeing that it was indeed glowing, though not as bright as her magic aura.

“That's strange...it's glowing.” she thought out loud, scratching her head a bit in confusion. “I'm not using my magic on it, the spell should have faded, but...it's still glowing. The only reason it would be glowing is...oh no.” she groaned, shaking her head.

“What? What's wrong?” Fluttershy asked worriedly, her eyes widening in fear. “Is there something wrong with it?”

“Well, if it's still glowing, that means there's a magical seal on the spell Celestia used, preventing it from being removed. My magic has...well, in simple terms, gotten stuck inside the seal.” Twilight explained, blushing as she kept staring at Fluttershy's gently throbbing member, finding it strangely arousing, despite it being attached to one of her friends.

“Oh...well, what does that mean, then?” Fluttershy continued, only becoming more embarrassed as she noticed Twilight staring at her for so long. “Is it going to work or not?”

“To be honest, I'm not sure, Fluttershy. I've never tried to tamper with the princess' magic before.” Twilight replied, shaking her head a bit to try and rid herself of the increasing amount of 'naughty' thoughts filling her mind. “There's no telling what could happen.”

“I see...” Fluttershy nodded, glancing down at her glowing endowment again, sighing softly. Right now, all she felt was a small, tingly pleasure, not knowing that it was the magic, due to never having a penis before, of course. Celestia's spell was reacting somewhat violently with Twilight's, which was causing the pegasus' sudden arousal. “Well, um...right now it feels kinda...weird. I don't know if it's the magic doing that or not.” she added, looking back up at Twilight.

The purple unicorn heard Fluttershy, but was once more distracted by the constant dirty thoughts entering her mind, glancing down at Fluttershy's endowment again. “I haven't been with a stallion in so long...no, Twilight! Snap out of it, she wants to get rid of it! But it's so big and thick...I can't just let this go to waste...” her thoughts went back and forth as she kept staring, becoming quite aroused herself without noticing, causing her folds to moisten slightly.

“Twilight?” Fluttershy asked again, waving her hoof in front of the unicorn's face, snapping her out of her daydreaming. “Are you alright?”

“Huh? What? Oh, yes, I'm fine, fine!” she answered quickly, smiling nervously. “Just uh, thinking about...the magic, yeah!” she giggled a bit. “Whew, that was close...but still...I can't just leave her like this, wouldn't want her to have blue balls...” she thought, looking back up toward Fluttershy's face.

“So what are we gonna do, Twilight? It won't get soft again...” Fluttershy continued, gently pressing her hoof against the head of her member, still stiff as ever and throbbing softly, a bead of pre forming on the slit as well. “Oh, this is so embarrassing...why won't it get soft again? I don't want to rub it in front of Twilight...” she thought, only feeling the tingly pleasure increasing more and more as time passed.

“Well...I know this sounds kind of weird, but...” Twilight started, gulping softly. “...do you...need a hoof with that?” she asked quietly, both of them blushing in embarrassment again. “It would make it soft again, at least, for a while.”

Fluttershy only blushed heavily, not sure how to respond to the unicorn's request. The thought of having that kind of fun with her friends would normally be something she enjoyed somewhat, but she was unsure of how things would go with her new endowment. However, the fact that Twilight was offering eased her nerves somewhat. She closed her eyes from embarrassment for a moment, before answering quietly. “You...won't tell anypony, will you?” she asked, opening one eye slowly.

“Of course not, Fluttershy. You're my friend, I wouldn't tell anypony.” Twilight smiled softly, gently putting her hoof on Fluttershy's shoulder. “Whew...I thought I would have to convince her more!” she thought to herself.

Fluttershy tried to smile back, still blushing heavily in embarrassment though, looking down at her eagerly throbbing member; the tingly pleasure nearly double what it was a couple minutes ago. “Um...I'm not exactly sure how to do this...” she admitted, looking back up at Twilight.

“Oh, don't worry about it, Fluttershy. I can teach you.” Twilight reassured her, keeping her soft smile as she looked into the pegasus' eyes. “At least...I can teach you what the books taught me!” she added, giggling softly.

“Hehe...I guess so...” Fluttershy giggled softly as well, becoming less nervous as she slowly regained her confidence. “So..um, what did you have in mind, Twilight?”

“Well...let's start off slow and work our way up, shall we?” the unicorn suggested with a playful smirk, reaching down and pressing her hoof against Fluttershy's stiff pride, rubbing it gently up and down. “Wow...it's awfully hard, Fluttershy...”

“Mmnh...I c-can't help it...it got like that by itself...honest...” Fluttershy moaned softly to the teases, her member more sensitive to Twilight's touch than her own, another drop of pre escaping and smearing onto the unicorn's hoof while her wings spread out slowly in response to the gentle pleasure.

“Mm, I see...” Twilight spoke in a somewhat sultry tone, gently grasping Fluttershy's upper body and with the help of her magic, slowly brought her down until she was laying on her back, all while her other hoof continued to gently stroke the pegasus' throbbing member up and down. With dirty thoughts now flowing freely through her mind, she was becoming quite aroused as well, only moistening even more between her legs.

Fluttershy panted softly as she laid on the floor, her wings still spread out while her member throbbed against Twilight's hoof; the pegasus glancing down to see Twilight kneeling between her legs now, lowering her head down toward Fluttershy's crotch and pressing her lips against the perky little nub on her udder. “Ahh...Twilight...” she softly moaned as she felt the unicorn gently suckling and nibbling on the nipple, all while still stroking her stiff member up and down, only procuring more precum from it.

Twilight continued to gently suckle and purse her lips against the sensitive nipple for a few more moments, before dragging her tongue across the pegasus' crotch and to her member, giving it a long, slow lick from the base to the tip, slurping up the pre in the process. “Mm...what a taste...” she thought, grinning lustfully up at Fluttershy while her tongue swirled around the head of the stiff pride, only teasing the pegasus with even more pleasure.

“Oohh, my...!” Fluttershy moaned cutely from the unicorn's treatment, blushing hard again as she quickly felt the pressure building up inside her loins again. Rubbing it herself had felt good, but the combination of Twilight's hoof and tongue was even better, rapidly bringing her orgasm closer. “Don't...stop!”

Looking back down again, Twilight slowly closed her eyes and took the head of the pegasus' member into her mouth, pursing her lips around it while her tongue continued to swirl around the tip and tease the slit slightly. As she slowly took inch after inch of the thick length into her mouth, her hoof moved down further, gently pressing underneath the two hefty orbs and beginning to massage and fondle them, only bringing the pegasus even more pleasure.

She had nearly half of the length in her mouth before she felt it throb harder, opening her eyes slightly and glancing up toward Fluttershy, who cried out in bliss as her orgasm hit her suddenly. “Mmpmmh!” Twilight mumbled around the pegasus' member as it erupted in her mouth, gushing thick shots of sticky seed down her throat, causing her to cough a bit as she tried to swallow it. Quickly pulling her head back, she coughed a couple more times, closing her eyes as more of the steamy fluids splashed her face; Fluttershy's member standing straight up as it kept spurting everywhere, splashing all over Twilight's face as well as onto her own crotch as well.

“Nnnh, great Celestia, Fluttershy!” Twilight groaned in annoyance, but still enjoying the facial somewhat, despite being surprised by it. “You came already?” she continued as she slightly opened one eye, seeing Fluttershy's orgasm had stopped after a few more moments, the pegasus panting heavily with a blissful look on her face.

“Ooohh...Twilight...that felt heavenly...” Fluttershy said between her panting, smiling up at Twilight as she basked in her afterglow. “Hehe...looks like I made a mess...sorry.” she giggled softly, oblivious to the fact that her member was still quite stiff and aroused.

“Well, jeez! I didn't know you were so sensitive.” Twilight chuckled a bit, sitting up as she levitated a couple paper towels over and wiped her face clean.

“I didn't know I was so sensitive either...I didn't cum that fast when I was just rubbing it, myself.” Fluttershy admitted with a blush. “I'm sorry for cumming so fast...it just felt so good.”

“Don't worry about it, Fluttershy.” The unicorn reassured her, tossing the dirty paper towel into a nearby trash bin. “You had an orgasm, so it should get soft again soon.” she added, reaching down again and lightly pressing her hoof against Fluttershy's member, raising an eyebrow slightly as she felt it throb against her hoof, seemingly still as hard as ever and ready for another round of fun. The soft glow from magic was still present, but dimmer than before.

“Are you sure, Twilight? It still feels really hard...nnh...and I still feel a little horny...” Fluttershy spoke softly, sighing happily from the gentle pleasure of the hoof against her member.

“This is strange...you still feel horny? Really?” Twilight's eyebrow raised a little more in confusion while her hoof started to gently rub up and down the pegasus' stiff pride, only making her moan quietly in pleasure. “Very strange...males usually exhibit fatigue and decreased levels of arousal right after an orgasm...why is it still so hard?”

“Oooh...I don't know...but it's so sensitive...!” Fluttershy moaned cutely as her eager member was rubbed, once more procuring pre from the slit, which smeared along Twilight's hoof.

“Hmph! Well if one orgasm doesn't do it, how about two?” The unicorn smirked playfully again, taking her hoof off of Fluttershy's pride before gently positioning herself on top of the aroused pegasus, lightly straddling her body, aligning her crotch with Fluttershy's while pressing her hooves gently onto Fluttershy's chest.

“Twilight, nnh, are you sure you want to...?” Fluttershy asked as she looked up, wincing softly from the feeling of her stiff member rubbing against Twilight's moist snatch.

“Of course, Fluttershy...I don't want to leave you all worked up like this...don't really want to leave myself all worked up either.” Twilight giggled softly, grinning down at Fluttershy, lightly grinding along her throbbing endowment, a small amount of her moistness smearing along the length. “All this studying makes me a little lonely, you know?”

“O-Okay...if you want to...” Fluttershy smiled softly in return, reaching up and gently grasping Twilight's flanks, her hooves right over the two cutie marks. “Is this where I'm supposed to hold you? I think I've seen this position before...am I doing it right?”

“Hehe...that's right, Fluttershy.” The unicorn nodded, trying to keep from giggling as she gently rubbed her hooves along Fluttershy's chest. Her horn glowed softly as she cast an enchantment on herself down below, temporarily preventing any sperm from impregnating her. She wasn't quite sure if that was possible considering that the penis was an alteration spell, but she didn't want to take any chances.

“Here goes.” she added, before gently pressing her lower half down, gasping softly in pleasure as her moist folds were penetrated by Fluttershy's stiff member. “Mmnhh, oh yes, she's just the perfect size...” she thought, slowly taking the length inside inch by inch.

Fluttershy gasped in pleasure as well, the feeling being completely new to her, much different than anything she had felt prior. “Oohh...!” she softly moaned as she felt her pride slowly sinking into the unicorn's hot, moist depths. The inner walls seemed to clench repeatedly around the thick shaft, as if squeezing it gently over and over again, only adding to her pleasure. “This feels...so nice!”

“I'll bet it does...aahh...” Twilight panted softly, about half of Fluttershy's member inside her now; taking in a couple more inches before stopping. “But here comes the good part...” she added with a lustful grin as she slowly pulled her lower half up again, before pushing back down in a swift motion, taking in all but a couple inches of the length.

The sudden thrust made Fluttershy moan again, blushing from the pleasure as her member throbbed harder, producing more warm pre as her pleasure increased. “Aahh...amazing...!” she panted as Twilight repeated the motion again, and again, starting to do it at a steady rate, driving the pegasus crazy with pleasure. The new pleasure was euphoric to her; feeling Twilight's hot, soft insides clenching around her member and rubbing firmly up and down against it, as if trying to milk her cum out of her.

Twilight was enjoying herself a good deal as well, panting as she kept riding the pegasus' pride steadily, gradually increasing her speed as her pleasure grew too, her warm juices mixing with Fluttershy's precum and coating the stiff length as it throbbed inside her. The pegasus' orgasm was building up even more rapidly than before, but luckily for her, Twilight's was as well, due to already being quite aroused. She could feel the thick member throbbing hard against her inner walls though, knowing that Fluttershy was about to climax again any minute now.

“Gotta cum...nnh...and fast!” she thought, closing her eyes as she kept riding, her horn starting to glow as she worked her magic on herself, focusing on the fleshy nub at the top of her folds, 'grabbing' it with her magic and teasing it firmly; which in return sent shocks of pleasure through her loins, making her pleasure skyrocket quickly. She could feel her own orgasm coming on rapidly, only causing more of her warm juices to coat Fluttershy's member. “Almost...there...!”

Just then, she felt Fluttershy's hooves squeeze her flanks tighter, the pegasus crying out in bliss as her second orgasm occurred; her hips bucking upward against Twilight's crotch as her member throbbed wildly, gushing a second load of steamy seed deep within the unicorn's snatch. With just a little more working on her clit, Twilight gasped blissfully as she climaxed as well, her hot inner walls clamping the erupting member like a vice as a rush of her juices mixed with the steamy cum, the mixture gushing out around Fluttershy's member and onto her crotch. With a content sigh, the blissful unicorn collapsed gently on top of Fluttershy, panting heavily with her.

“Wow...mmnh...that was...really good...” she spoke between breaths, looking down at Fluttershy, seeing a blissful smile on her face as she laid back on the floor, her hooves still gently resting on Twilight's flanks. “I take it you...enjoyed that as well?” Twilight continued with a smile.

“Ooooh...it was...beyond nice!” Fluttershy replied with a big grin, tilting her head down a bit to look up at Twilight. “I've never felt that good before in my whole life!” she exclaimed, her wings flapping a bit against the floor in joy.

“Glad to hear it.” Twilight giggled softly, resting for a couple more moments before slowly pulling herself up, feeling Fluttershy's member slipping out of her; looking back to see that it was slowly softening. “I'll have to do some more research to find something that can get rid of this, Fluttershy.”

“Oh, don't worry about it, Twilight, I'm sure you'll find something eventually.” Fluttershy replied as she slowly got up as well after Twilight moved off of her, looking down at herself as well, her member only semi-hard now, hanging between her back legs. “I think...I want to experiment with this a bit more, before we get rid of it.” she admitted with a blush and a nervous smile.

Twilight grinned and nodded a bit. “I understand, Fluttershy. I probably wouldn't want to get rid of it right away, either.” she giggled softly as she levitated the books again, stacking them neatly while they floated in the air. “You're free to stay here for the night if you want, it's awfully late.” she added, glancing over at the clock, which read “9:02PM”.

“Thanks, Twilight.” Fluttershy smiled, gently hugging her unicorn friend. “I'll have to leave early in the morning to feed my animals, though.”

“Hehe, that's fine. Just be careful not to wake Spike, he'll get really cranky.” Twilight poked her tongue out playfully as she returned the soft hug, before moving over toward the door, removing the enchantment on it and unlocking it, heading back out into the library to replace the books.

Fluttershy giggled softly as well, watching as Twilight left the room. Looking down between her legs again, her member had completely softened, but there was still the matter of the sticky mess all over her crotch. “I hope Twilight doesn't mind me using her shower.” she thought, heading into the nearby bathroom and closing the door behind her.

After showering off and completely cleaning herself again, she walked back into the main library, seeing Twilight flipping through her books while levitating a quill, writing on another piece of parchment. Not wanting to disturb her, the pegasus walked up the staircase and into the bedroom, finding Spike snoring happily in his bed, next to the spare bed. She carefully stepped past the sleeping dragon and climbed into the bed, sliding under the soft comforter and resting her head on the pillow, sighing contently.

“That feeling was amazing...I wonder if anypony else will play with me?” Fluttershy thought as she laid in bed, staring up at the ceiling. “Oh, what am I saying, they're my friends! They wouldn't turn me down because of this.” she reassured herself, smiling slightly before closing her eyes and pulling the blanket up a bit, drifting off to sleep after a little while.

End Ch.1

Whew! This was written in record speed, for me. I guess I really enjoy Futashy too! :P
Next chapter however, will be a lil' slower, seeing as I'm still trying to work out how the story's going to go in terms of chapters.

Chapter 2: Rarity

All characters © Hasbro

CONTAINS: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't wanna read about Fluttershy with a dick, close the page now.

The exhausted pegasus slept peacefully through the night, resting up nicely after the tiring fun she had last night. She finally awoke as the sun was just beginning to peek in through the window, her body clock accustomed to waking up that early, due to her rooster always crowing at that time. It was about 6:45AM when she opened her eyes slowly, yawning quietly and stretching her legs a bit.

“What a great sleep...” Fluttershy thought to herself, sighing happily as she rolled over onto her back again, though blinking a bit in surprise as she felt that familiar tingly pleasure again from a soft rubbing against the blanket; looking down the bed to see a large tent in the blanket. “Huh...?” she thought out loud, grabbing the blanket and tossing it off of herself, eyes widening a bit in surprise as she saw her member again, fully hard and lightly throbbing as it stood straight up from her crotch.

“Why is it hard? I was asleep...” she thought, honestly clueless as to why her endowment was aroused, having never really noticed or thought about it, despite the few nights she spent with Big Macintosh. “I don't get it, how did it get hard while I was asleep?” she pondered, glancing around the room and seeing Spike still snoring happily in his bed, but Twilight's bed was empty, and looked as if it hadn't been used.

The confused pegasus carefully got out of the bed and walked over to the staircase, peeking down into the main library and seeing Twilight still at her desk, though laying on the floor in front of it with an unlit candle next to her, her head laying on an open book as she breathed quietly in her sleep. Fluttershy lightly tip-toed down the stairs and into the kitchen again, closing the door behind her. Looking between her legs, her member was still stiff as ever.

“I'll have to take care of it myself, I guess...” she thought, wanting to just fly back to her home, but not wanting to risk being spotted by one of the early risers in Ponyville. Figuring it was the best place to relieve herself, she entered the bathroom and locked the door, before climbing into the bathtub. It was more like a jacuzzi from its size and shape, giving her some leg room as she sat down against the side.

Once she was comfortable, she reached down and gently grasped her eager pride, starting to slowly stroke the length up and down like she had done before. As the tingly pleasure washed over her, she laid her head back along the edge of the tub, closing her eyes as she enjoyed the feeling; her member throbbing against her hoof as she stroked it, a drop of pre smearing onto her hoof.

“Ooooh yes...” she thought, biting her lower lip gently to stifle her moans (despite the fact that they were already quiet) while she continued stroking herself, gradually accelerating as her pleasure grew; precum smearing onto her hoof already as her orgasm built up rather quickly. Remembering what Twilight had done last night, she reached down with her other hoof, and began to gently massage and fondle the two orbs hanging below her member.

They were quite sensitive to touch, only pushing her pleasure higher as she fondled them and continued quickly stroking her pride, blushing and biting her lip more as she felt that familiar pressure building up in her loins. She could feel her member throbbing harder against her hoof, while her other hoof was lightly smeared with juices from her moist nether lips, brushing against them as she rubbed her hefty orbs.

It only took about another minute of vigorous stroking before she felt her pleasure peaking again. All of the built-up pressure released at once as her orgasm hit, causing her to cry out blissfully as her member throbbed wildly, gushing thick shots of seed out in front of her and onto the floor of the bathtub. By the time her orgasm had subsided, she had painted a good amount of the floor and the tub wall opposite her with white streaks, along with a few splotches on her legs.

“So wonderful...” the blissful pegasus thought as she slowly opened her eyes again after a few more moments, glancing at the mess she had made in front of her and blinking a bit in surprise. “Wow...that much?” she thought, the mess looking like a lot more than the previous time she had masturbated. “How do stallions deal with this? Oh well...I really should shower, anyways.” she thought with a soft giggle, taking in a breath through her nostrils, the scent of the sticky fluids very thick in the air.

Looking to her left, she spotted the shower nozzle with a hose attached to the wall, reaching over and picking it up while her other hoof turned the knob below it, causing water to shoot from the nozzle. Carefully aiming it, she washed away all of the sticky fluids, making sure all of it went down the drain before turning the nozzle toward herself and washing off the small amount that had splashed onto her coat.

Fluttershy sighed contently as the hot water flowed over her body, putting the shower head back onto the little holster on the wall and standing under the stream, her mane matting against her body as it became soaking wet with water. Glancing over to a little cubby-like opening on the wall, she spotted a cream-colored bar of soap, reaching over and grabbing it before bringing it up to her snout and inhaling the scent. “Oooh, Vanilla. Such a lovely scent!” she thought with a smile, before starting to rub the soap along her body, gently scrubbing it against her coat; the strong vanilla scent covering up any body odors from her previous 'fun'.

Once she had cleaned herself decently, she shut off the shower and grabbed the closest towel, drying herself off and stepping out of the tub again. After straightening her hair with Twilight's comb, she was about to turn and leave, but as she did, she got a view of her body in the large mirror that was on the back of the door. Her balls were easily visible, at least from this angle. “Oh my...I can't go out like this...I'll need to wear something to cover it up, I guess.” she thought as she opened the door and left.

Taking a quick glance into the library, Twilight was still sound asleep on the floor; the pegasus quietly walking past her and to the door, opening and closing it as slow and quietly as she could as she left. Once outside, she looked up into the sky, seeing that the sun was just over the horizon and rising, as it was just about 7:45AM now. Most of the early risers in Ponyville would be out and about by now, so Fluttershy had to come up with a way to get across town to her house without being spotted.

“Hm...I could try and fly around town...oh, but that would take too long, my chickens might starve!” she thought, biting her lower lip slightly, looking up into the sky again and spotting a lone cloud, getting an idea quickly. “Aha, I can use that for cover...” she thought as she flapped her wings and flew up toward the cloud, though as she flew into it, she bumped into somepony, expecting that the could would be empty.

“Aghh!! Who's that, who's there?!” came an alarmed-sounding voice while Fluttershy recoiled from the rough impact, shaking her head and opening her eyes again to see that it was none other than Rainbow Dash, who had been sleeping on the lone cloud. The rainbow-maned pony groaned in annoyance as she looked over the edge of the cloud, too dazed from being rudely awoken to notice Fluttershy's new “equipment” before the yellow pegasus flew up close to the cloud, keeping her lower body underneath it and out of sight. “Fluttershy? What's the big idea?” she asked angrily, glaring at Fluttershy.

“Oh, I'm so sorry Rainbow, I didn't see you there...” Fluttershy spoke quietly with an embarrassed blush, trying not to sound nervous in front of her friend, not really knowing whether or not she had seen anything 'down below'. “I just needed to borrow this cloud for a moment...if that's okay with you.”

“Borrow it? For what?” Rainbow Dash asked, raising an eyebrow. “What could you possibly need a cloud for?”

“Oh, um...I...uh...” Fluttershy stammered, bringing her hoof to her snout as she quickly thought up of an excuse. “I...need it for...Derpy! Yes, Derpy, she asked me to bring her a cloud just this size, need to deliver it to her this morning.” she answered with a nervous smile.

“Really?” Rainbow questioned, eyebrow still raised inquisitively. “And what exactly would she need a cloud this exact size for, anyway?” she asked, about to press Fluttershy further, but remembering that Derpy wasn't exactly the sharpest crayon in the box, so it would most likely be a frivolous reason. “Oh, whatever. I was just about to wake up anyways.” she yawned and stretched her arms a bit, seeing the sun coming up over the horizon. “Twilight said she'd read the new Daring Do book with me today.” she added with a grin.

“Oh, how wonderful.” Fluttershy replied, keeping her smile while Rainbow Dash hopped up off of the cloud, causing Fluttershy to quickly move the cloud closer to her body in an attempt to keep her lower half hidden. “Well, you have fun now! I'm gonna go...deliver this to Derpy.” she added, before taking off in a hurry, keeping the cloud close to her body as she flew towards her house.

“Huh...wonder what her deal is.” Rainbow Dash thought, rubbing her chin a bit, before shrugging and grinning down toward Twilight's library. “Daring Do and the Griffon's Goblet, here I come!”

Meanwhile, Fluttershy continued to swiftly fly toward her home, glancing back over her shoulder to make sure nopony was following her, before slipping into the cloud, completely concealing her body, except for her wings of course, which stuck out of the top as they flapped. It reduced her speed somewhat, but at least nopony would recognize her.

She reached her home a couple minutes later, floating down to the door and reaching her hoof out of the cloud, opening the door and quickly entering, leaving the cloud to float back up into the sky. “Whew, that was easy enough.” she thought, closing the door behind her, turning around to find all of her indoor animals together in the middle of the room, staring up at her with pleading eyes. “Oh, don't worry, I'm here to feed you now.” she smiled, quickly getting to work on getting each animal fed, before heading back outside again to feed all of the outdoor animals.

Once she was finished with everything, it was just past 9:00, leaving her some time to herself before her weekly spa meeting with Rarity. Though she was stuck trying to decide if she was going to attend or not. “She won't care...or will she? I mean...we're close enough friends that she'd understand...” she thought to herself as she lounged on her couch, sighing softly. “Well...I'm going to have to leave eventually, I can't just stay in here all week.” she thought, standing up again and looking over toward the closet on the opposite side of the room.

“I guess I could wear a dress to cover myself up.” Fluttershy thought as she approached the closet and opened it, glancing at all the dresses hanging inside. She did sew from time to time, when she had a bit of free time after feeding her animals, but didn't really use the dresses for anything like Rarity would. Opting for something simple, she took down the turquoise dress that Rarity had made for her a while ago, slipping it on before standing in front of the mirror on the back of the door, glancing at her reflection. “Wow, this looks better than I remember.” she thought with a smile.

Content with her clothing, she headed out once more, the sun higher in the sky now that it was later in the morning; Ponyville now bustling with activity in the distance. With a few soft flaps of her wings, she took to the air again, this time going toward the spa. After a short flight across town, she landed gracefully in front of the spa; the bell on the door ringing as she entered, immediately greeted by Aloe, just like every week.

“Here early again, dear?” the spa worker pony asked with her usual sweet tone, already carrying a bathrobe with her, hanging it up on a hook next to the entrance to the spa area. “A lovely dress you're wearing too, I must say.”

“Hehe, you know I like to read the magazines here, Aloe.” Fluttershy giggled softly, walking over to the waiting area and taking a seat on one of the chairs. “Thanks, Rarity made it for me a while ago. I love it.” she added with a smile before grabbing one of the magazines on the rack, opening it up and starting to flip through the pages. She glanced up at the clock on the wall, reading 9:47AM. Rarity usually didn't arrive until 10, so she had a little while to wait.

As she flipped through the magazine though, she couldn't help but think about whether or not she was going to tell Rarity about what had happened, or wait until later. Either way, she wanted to stay covered up for now, so she continued reading for a few more minutes before setting the magazine down and getting up, grabbing the bathrobe and going into the changing room. She came back out again dressed in the white bathrobe, hanging the turquoise dress on the hook where the robe was before, looking back up at the clock again and seeing that it was just a couple minutes before 10.

And right on schedule, the fashionista unicorn walked through the front door, smiling as she saw Fluttershy. “Good morning, Fluttershy! Girls, the usual!” she spoke, grabbing her embroidered bathrobe off the hook and quickly changing into it before joining Fluttershy in the front room. “Let's go, shall we?” she added with a smile toward the pegasus, who returned the smile as they both followed Lotus into the spa area.

“How are you this morning, Rarity?” Fluttershy asked as they both walked into the sauna, sitting down on the wooden bench, Fluttershy making sure to sit in a position that would make her bathrobe fully cover her crotch.

“Oh, positively wonderful! Well, at least now I am.” Rarity giggled softly. “I just finished up a large order for Hoity Toity, this spa day is more than deserved!” she explained, smiling over at Fluttershy. “And how about you?”

“Me? Oh, nothing special, just life as usual.” Fluttershy lied, giggling a little bit as well, trying to relax and forget about her current situation. After a couple more minutes of idle chatter in the sauna, they stepped out and went over to the massage area, climbing up onto the tables and laying belly-down on them. The usual blonde-maned stallion came over to Rarity's table, while Aloe stepped up to Fluttershy, both of them beginning their usual massages.

“Mmm...I could never tire of this...” Rarity sighed blissfully, closing her eyes as she enjoyed the expert massage. “I wish every day could be spa day!”

“Hehe, yeah...” Fluttershy smiled, closing her eyes as well as she received the more gentle massage, always enjoying the work of Aloe's hooves. After the massage, they went on to the usual facelift, mud bath, and everything else included in “the usual”, before ending up at the final part: the hot tub. Fluttershy was completely relaxed by now, all the nervous thoughts about her situation now gone, before she remembered that she would have to take off her bathrobe to get into the hot tub. “Oh no...I can't let Rarity see me...” she thought, biting her lower lip softly.

“I've...got to use the little filly's room. I'll be right back.” she told Rarity, before heading to the bathroom as inconspicuously as she could, and removing her bathrobe once she was inside. She waited a couple moments as to not seem suspicious, before peeking out of the door again, seeing that Rarity had already climbed into the hot tub, with her back turned to the bathroom. Holding the bathrobe close to her body, she slowly walked out of the bathroom and towards the tub, being as quiet as she could.

As she stepped into the tub, she saw that Rarity had her eyes closed, the unicorn greatly enjoying the steamy water. “Whew...” Fluttershy thought to herself, quickly moving into the water and placing her bathrobe beside the tub, biting her lip gently from the suddenness of the temperature change. She sat down against the wall of the tub, sighing contently as her body became accustomed to the steamy water, her head resting gently on the edge of the tub. “Whew...what a relaxing day.” she thought out loud, smiling softly over at Rarity.

“Mm hmm...I wish we could come here more often, but a fashionista's work is never done!” Rarity smiled back, resting her head on a small pillow positioned at the edge of the tub. “It just seems like as soon as I finish one order, five more come in.” she continued, giggling softly. “Why, I've got half a mind to just...” she continued talking, going on and on about her career, not really realizing that she was rambling, but Fluttershy didn't mind much.

In fact, listening to the stories Rarity was telling only helped her to relax more as she enjoyed the steamy bath, sighing contently as she mid-closed her eyes, nodding every once in a while to Rarity's talking. However, she had become so relaxed by listening to Rarity and enjoying the heat that she didn't notice the soft, tingly feeling between her legs; becoming a little TOO relaxed now, causing her body to go onto an 'autopilot' of sorts, remembering what usually came next when she became this relaxed.

Continuing to rest against the side of the tub, she listened to Rarity's chatter further, though after another couple of minutes, she noticed that Rarity had stopped talking, snapping out of her relaxed state and looking over toward Rarity. Fluttershy's eyes opened fully again as she noticed the look on Rarity's face; one of surprise, confusion, and slight disgust. “Uh...Rarity...? What's wrong?”

“Th-that...thing!” Rarity stammered, pointing her hoof toward Fluttershy's crotch, putting her other hoof to her mouth. “What is it?!”

“Oh, no...please don't be...” Fluttershy started, looking down at herself, her face instantly flushing bright red in embarrassment as she saw exactly what she was trying to hide; fully erect and throbbing softly, the tip of it just below the surface of the water. She glanced back up again, her eyes meeting Rarity's for a second, her expression still completely speechless. The pegasus groaned, not knowing what action to take, but as if by instinct, her wings started flapping as she practically jumped out of the tub, leaving a trail of water as she bolted over to the bathroom and slammed the door shut, not hearing Rarity call out to her.

Panting softly, she locked the door and looked down again at her erect pride, her face still bright red with embarrassment. “This isn't happening...this can't be happening...” she thought, trying her best not to panic, but not really succeeding. “Okay, Fluttershy, just...calm down...sure, Rarity seemed very surprised but...she's your friend, she'll understand...I hope.” she thought, walking to the middle of the bathroom, using one of the towels to dry herself slightly.

A few moments later, she heard soft footsteps approaching the door, before the door was knocked on gently three times.

“Fluttershy? Darling? Are you alright?” came a nervous-sounding Rarity from the other side of the door.

“Go away please, you don't want to see me like this...” Fluttershy answered quietly, looking down at her member again, still quite stiff and gently throbbing in time with her heartbeat.

“Oh, darling, I just want to talk to you. I'm worried...what was that thing?” Rarity continued, trying to turn the door handle, but finding it locked. “Will you at least let me come in?”

Fluttershy sighed softly, walking over to the door again and unlocking it, slowly pulling it open just wide enough for Rarity to enter. “You promise you won't tell anypony about this?”

“Fluttershy, deary, we're friends. I wouldn't tell anyone if my life depended on it.” Rarity answered as she entered, closing the door behind her, finding Fluttershy sitting down, crossing her legs and holding her front legs in front of her crotch. “Fluttershy...what's wrong? What are you hiding?”

“It's a long story, Rarity...” Fluttershy started, taking a deep breath before telling Rarity a shortened version of everything that had happened, up until going to see Twilight, in which she left out the sex part.

By the end of the short story, Rarity was even more dumbfounded than previously. “I see...so you're stuck with that thing for a whole week?” she asked, blushing a bit now as well. She was also quite surprised to learn that Fluttershy enjoyed BDSM, something that she herself had dabbled in over the years.

“Y-yeah...you don't hate me, do you?” the embarrassed pegasus asked, looking down at the floor. “I understand if you don't want to hang out with me for the week...”

“Oh, Fluttershy, don't say such things!” Rarity consoled her, placing a hoof on her shoulder. “You're my closest friend, Fluttershy. I don't care what part of you is changed, you're still my friend.” she added, smiling a bit, Fluttershy looking back up at her and smiling a little as well, her blush fading slightly.

“Thanks, Rarity...I was so worried that you wouldn't like me anymore...” she replied, taking her hooves out from in front of her crotch, figuring that Rarity had already seen it, so what would the difference be? The unicorn blinked in surprise though as she stared at the stiff member, seeming bigger now that she could see it clearly.

“It certainly is...big.” Rarity spoke, biting her lower lip softly as she tried to hold back the countless dirty thoughts forcing their way into her head. Being Fluttershy's close friend, they did have casual sex once in a while, and this new endowment could only add even more fun to those times. “So...I guess you'll have to wait here until it gets soft again?”

“I don't know, Rarity. I've only had it for less than a day, but it's never gotten soft by itself.” Fluttershy admitted nervously. “It doesn't get soft again unless I cum...”

Rarity blinked in confusion again, staring blankly at the pegasus. “Am I dreaming, or is Fluttershy indirectly asking me to have sex?” she thought. “Fluttershy, darling, you can't be serious. I think I've got a good grasp on how the male reproductive system works, it should soften by itself after a while.”

“Oh, but it doesn't...when I was with Twilight last night, it didn't get soft until after I orgasmed.” Fluttershy spoke quietly, blushing a bit again. “The first time, it was still hard. She had to make me cum twice before it finally got soft...but this morning, it only took one time.”

“Twilight? Oh, goodness, you had sex with Twilight?” Rarity giggled, shaking her head. “That pony has her face in the books too much, she wouldn't know good sex if she had it every night.” she added, smiling a bit. “No wonder you didn't calm down until the second time!”

“Well, um...I think it's a lot more sensitive than a real one, Rarity.” Fluttershy added, shaking her head a bit. “When I play with it, I cum a lot faster than Big Macintosh...and Twilight said she was surprised at how fast I came. It did feel really good, better than anything I'd ever felt before.” she continued, blushing a bit and smiling, her wings spreading out a bit as she remembered the feeling of Twilight's moist insides around her member.

“Hm, really?” Rarity asked, raising an eyebrow again as she glanced down at the stiff member. “Sensitive...that's odd. But then again, it IS an alteration spell, you can't expect it to perfectly mimic a real one.” she explained. “But you say it won't soften up until you have an orgasm?”

“Y-Yeah...” Fluttershy nodded, frowning a bit. “You don't have to help me, if you don't want to...I can always just rub it, myself...”

Rarity looked up toward the pegasus' face again, smiling softly to her. “Oh, of course I'll help you, darling! I don't want to abandon you.” she spoke, gently stroking her hoof over Fluttershy's cheek. “And besides...I can imagine this will be much more fun than the strap-on, right?” she added with a playful smirk. “A little quickie couldn't hurt...”

Fluttershy blushed brightly at first, before smiling back, nodding a bit. “Yeah...definitely a lot better.” she spoke quietly, backing up onto the shag rug in front of the sinks before spreading her legs, giving Rarity access to her crotch. “You can start however you'd like...whatever you wanna do is fine.”

“If you insist.” Rarity replied with a grin, licking her lips softly as she approached, moving between Fluttershy's legs and reaching down, gently pressing her hoof against the pegasus' pride, feeling it throb softly against her hoof. “Don't worry Fluttershy dear, I'll be sure to show you a much better time than Twilight ever will.” she added with a wink, starting to rub her hoof up and down the length of the stiff member.

“Ooh..g-go ahead, Rarity...” Fluttershy moaned softly from the teasing, smiling down at Rarity and leaning back on her front legs, watching as the white hoof rubbed up and down her pride a little longer, before Rarity's horn glowed its usual light blue color. Fluttershy's two hefty balls were then surrounded by an identical glow, starting to feel as if they were being rubbed and fondled, only increasing her pleasure further. “Nnhh...that feels...nice...”

Rarity smiled as she worked her magic, still rubbing her hoof up and down the pegasus' member, feeling a drop of warm pre smearing across her hoof as well. “I'm just getting warmed up.” she added with a wink, before lowering her head down further toward Fluttershy's crotch, extending her tongue out and starting to gently tease the head of the pegasus' member with it, tasting the warm droplets of pre that were escaping from the slit as well.

“Mmm, certainly tastes different from a male's...” she thought, swirling her tongue around the head while her hoof continued to stroke the length. All the teasing was quickly bringing Fluttershy's orgasm on, much faster than Rarity was expecting, producing even more precum while her member throbbed harder against the soft hoof. After a few more moments of teasing slurps, she opened her mouth and slid the head and first few inches inside, her tongue continuing to stroke down the length, rubbing over the underside of the head as well, knowing that it was the most sensitive part.

“Ooohh...R-Rarity...!” Fluttershy moaned, gently putting one hoof on Rarity's head as if by instinct, feeling her orgasm very close already; a shock of pleasure coursing through her member each time Rarity's tongue slurped over the sensitive spot. “I'm...g-getting close...already!” she moaned, panting between her moans while she continued to gently hold onto Rarity's head.

“Good heavens, already? She wasn't kidding...” Rarity thought, glancing up at Fluttershy, before back down again, closing her eyes as she began to bob her head up and down, pursing her lips tightly around the throbbing pole as it slid in and out of her mouth, her tongue gliding along the underside of it as well. Her horn was still glowing as she used her magic to massage Fluttershy's balls, only adding to the pegasus' pleasure. Rarity was becoming quite aroused herself by now, her lower lips moistening up nicely as she continued her expert oral work.

It only took a few more moments of sucking though before Fluttershy cried out in bliss, her hips bucking forward again, surprising Rarity as the throbbing shaft was forced into her throat, causing her to quickly pull her head back slightly just as the torrent of steamy seed came gushing out. Keeping her lips pursed tightly around Fluttershy's member, she swallowed the sticky load as it filled her mouth and savored its unique flavor, still swirling her tongue around the head to tease the pegasus through her orgasm.

After a few large gulps, she didn't feel any more coming out, and slowly pulled her head back, sliding her lips and tongue along the stiff member as she did, licking her lips once it left her mouth. Her horn also ceased glowing, the aura around Fluttershy's balls fading away. “Mm, that was smashing, Fluttershy.” she spoke with a smile, blushing softly as she looked up at Fluttershy, who was still panting heavily in the afterglow of her orgasm, blushing as well.

“Mmnh...y-yeah...you're a lot better...than Twilight...” Fluttershy panted, smiling a bit back down at Rarity, also noticing that there wasn't a drop of her seed anywhere, as opposed to the other four times she came, having made a mess everywhere each time. “You...swallowed all of it?”

“Oh, of course, darling. I couldn't let such delicious cum go to waste, now could I?” Rarity teased with a giggle, licking her lips again, sitting up after a moment. “Very glad to have helped you, dear. Are you all set, now?” she asked, looking down towards Fluttershy's member, seeing that it was starting to soften again, causing her to groan softly and frown a bit.

“I think so...but, um...” Fluttershy started, seeing the face Rarity was making, also managing to catch a glimpse of the glistening lips between Rarity's legs. “Did you...want to keep going? I don't want to leave you out...”

“Well, yes...but we're going to need to get you hard again if we're going to have any kind of real fun.” Rarity replied with a grin, gently pressing her hoof against Fluttershy's semi-erect member, beginning to rub it once more while she moved in closer, cuddling against the pegasus. “I must admit darling, I wouldn't mind if you stayed like this for longer than a week.”

“Oh...thanks...” Fluttershy smiled, blushing softly again from the sudden cuddling and rubbing of her member, gently placing her hooves on Rarity's sides. “I'm kinda liking it, too...it really does feel a lot better than anything else.”

“Mm, hush, Fluttershy. You're going to make me even more jealous.” Rarity teased, closing her eyes midway as she moved her snout closer to Fluttershy's before gently pressing her lips against the pegasus', kissing her softly while she continued to slowly stroke the slightly rigid shaft up and down. Fluttershy was a little surprised at the sudden kiss at first, but ended up closing her eyes as well as she returned the kiss, pressing back against Rarity's snout.

As they kissed, Rarity gradually opened her mouth slightly, slipping her tongue into Fluttershy's mouth and beginning to french her deeply; Fluttershy tasting the remnants of her seed on Rarity's tongue, only helping to rekindle her arousal, her member slowly throbbing back to life against the unicorn's hoof. Fluttershy didn't notice it at first because her eyes were closed, but Rarity's horn had begun to glow once more, this time the magical aura surrounding Fluttershy's moist nether lips, giving them gentle strokes, while also teasing the little fleshy nub, causing the pegasus to groan blissfully into the deep french kiss.

In just a few minutes of making out, Fluttershy had become quite aroused once more, her member back to its full size and stiffness, throbbing eagerly against the stroking hoof, while both her's and Rarity's lower lips were saturated with arousal. Feeling that her pegasus friend was fully hard again, Rarity slowly withdrew from the kiss, opening her eyes again as she pulled back, looking into Fluttershy's eyes as they opened as well, the pegasus panting softly, her cheeks tinted light red as well.

“Ready for round two, darling?” Rarity asked softly, still slowly stroking Fluttershy's eager member up and down, feeling a couple drops of warm pre smearing over her hoof again.

“Of course, Rarity...what did you have in mind?” Fluttershy asked, gently stroking Rarity's sides, moaning softly under her breath from the teasing rubs to her throbbing pride.

“Well...what did Twilight do with you, hm?” the unicorn asked curiously. “Anything special?”

“Well, um...no, not really. She just laid me down on the floor and then climbed on top of me and started riding me like that...” Fluttershy answered, recalling the events from last night.

“Mm, I see...let's try a variation of that, dear.” Rarity replied with a grin, levitating a towel over toward herself and folding it up, using it as a pillow as she laid back on the floor, resting her head on the folded towel. She then spread her legs nice and wide for Fluttershy, giving her full access to her moist snatch.
The view only seemed to make Fluttershy even hornier, causing her to blush a little harder as she moved up closer, positioning herself over Rarity's body, with her crotch above Rarity's; her stiff pride just inches away from the unicorn's moist nether lips.

“Am I...doing this right? I think I've seen this position before...” Fluttershy asked quietly, looking down into Rarity's eyes.

“Perfect, sweetie.” Rarity smiled and nodded, lifting her back legs up and gently holding them against Fluttershy's waist, pulling her in closer, feeling the head of the pegasus' member pressing against her warm folds. “Now go on, Fluttershy...buck me nice and hard...” she added in a sultry tone, mid-closing her eyes as she looked back up at Fluttershy.

The pegasus nodded softly, gulping a bit as she wasn't really experienced in this position, only having used the strap-on once like this before. She lightly moved her hips back and forth a bit, rubbing the tip of her member along Rarity's entrance, before pushing down, penetrating the moist folds slowly, which felt a lot wetter than Twilight's at the time of penetration; Rarity gasping and quietly moaning from the gentle pleasure.

Panting softly from the tingly pleasure, Fluttershy continued to slowly press her hips down further, sliding her throbbing pole deeper and deeper inside the hot, soft love canal, closing her eyes and gently biting her lip. She felt Rarity's legs pulling her in a little as well, helping to slide her length inside until only a couple inches remained outside, the pegasus' hefty balls resting against Rarity's rump. “Ooohh...y-yours feels a lot better than Twilight's...” she softly spoke, her spread-out wings flapping softly from the wonderful feeling of Rarity's steamy insides clenching around her member.

“Of course it does, ahh, darling...” Rarity moaned softly, loving the feeling of being almost completely stuffed with Fluttershy's member, her back legs holding the pegasus' waist a little tighter now. Fluttershy waited a few moments, savoring the warm feeling as well, before she slowly pulled her hips back up, trying to remember how she did it long ago with the strap-on. She pulled back until almost all of her length was outside, before firmly pushing back down again until her crotch smacked against Rarity's, both of them moaning from the thrust.

Fluttershy repeated the motion again, and again, gradually accelerating as she became used to it, panting softly and blushing hard from the ever-increasing pleasure coursing through her throbbing member. “Nnnh...oh wow...this is amazing...” she thought, panting more as she kept thrusting her hips back and forth steadily, the two hanging orbs gently slapping against Rarity's rump each time her waist came down.

“Aahhh, yes...that's it! Don't hold back, darling!” Rarity moaned as Fluttershy's thrusts became faster and more rough as well, loads of warm precum smearing all along her insides as they clenched tighter around the rigid member. Only a few minutes in, Fluttershy already began to feel that familiar pressure building up in her loins, knowing that her orgasm was rapidly closing in on her; Rarity's clenching love canal certainly not helping her hold back as she kept firmly thrusting, beginning to sweat lightly from the rigorous movements.

“Oh, not now...can't cum...too fast...” Fluttershy thought, panting more as she felt her orgasm drawing closer and closer with each thrust, her member throbbing harder and spurting lots of precum into Rarity's steamy snatch. “Ahh...Rarity...I'm gonna cum...soon!” she moaned, trying her best to hold back, despite the overwhelming pleasure. Luckily, Rarity was already quite close as well from her previous arousal, working her muscles and clenching her hot insides even tighter around the pegasus' thrusting member.

“Yes! Let it all spill out, Fluttershy!” Rarity cried, pressing her legs very firmly around Fluttershy's waist just as the pegasus cried out blissfully as well, forcing her hips down and plunging her shaft deep inside Rarity's clenching snatch as it began to throb hard, releasing a thick shot of seed with each throb.

As she basked in the bliss of her orgasm, Fluttershy felt the already tight walls constrict even tighter as Rarity's orgasm hit as well, only overwhelming the pegasus with pleasure even further; giving a few more small thrusts as the mixture of their carnal fluids began to ooze out around Rarity's nether lips, having completely filled up any empty space inside. “Oooh, Rarity...” the tired pegasus panted, opening her eyes and smiling softly down at Rarity.

“That was incredible, Fluttershy darling.” Rarity smiled back, panting softly as well during her afterglow, highly enjoying the feeling of being overfilled with the pegasus' warm seed. “You did great, for being as inexperienced as you are.” she added with a soft giggle.

“Mmnh...thank you...” Fluttershy blushed softly and smiled back, gently nuzzling Rarity's snout while her wings slowly retracted against her back again from her rapidly decreasing arousal. Two orgasms in a row had really drained her stamina.

“Though, you did cum a little quickly, I must say.” The unicorn added, giggling softly. “You should work on lasting a little longer, if anything.”

“Oh...um, I don't really know how...” Fluttershy frowned slightly, averting her eyes from Rarity's. “It just feels so good...I can't help myself...”

“I'm not really one to speak, I'm not the one with the extra parts,” Rarity started, poking her tongue out playfully at Fluttershy. ”But you could try taking it a little more slowly. You know, relax and enjoy it a bit instead of rushing to orgasm.”

“I guess that makes sense...” Fluttershy nodded, slowly pulling her hips up again, sliding her softening member out of Rarity's moist entrance, both of their crotches splotched with Fluttershy's sticky fluids. Rarity grimaced at the mess, but smiled back up at Fluttershy.

“Looks like we're going to need another spa treatment to clean ourselves up.” she added with a giggle, getting back up again as Fluttershy moved off of her.

“I wouldn't mind going for the usual again.” Fluttershy smiled and nodded, giggling softly as well.

End Ch.2

Well, this was a lot longer than I was expecting. And again with record speed! Man, I guess I really like Futashy too :P

Chapter 4: Cheerilee

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

Winner of the little poll I hosted, here's a Cheerilee chapter!

“Um...a-are you sure about this?” Fluttershy asked timidly, staring down at Rainbow Dash; who was standing above her as she laid on a rather uncomfortable hardwood floor, in a room she didn't recognize. The rainbow-maned pony said nothing, just leaning down towards Fluttershy's eager erection and starting to slurp the head and first few inches of it gently. “Nnh...R-Rainbow...” the pegasus softly moaned, blushing heavily from the teasing, feeling the sensitive head being slurped over and over, sending shocks of pleasure through her member.

Rainbow Dash gradually advanced, taking the throbbing member into her mouth and beginning to suckle on it for a minute or two, before taking it in deeper and bobbing her head up and down. All the wonderful oral work caused the timid yellow pegasus to moan cutely, her wings spreading along the floor as her member throbbed in Rainbow's mouth. It went on for what seemed like forever; the pleasure building up more and more the longer Rainbow kept bobbing her head up and down.

“Oooh...getting...close!” Fluttershy panted and moaned, closing her eyes as she felt her orgasm coming on, only seeming to spur the other pegasus to bob her head even faster, dragging her tongue along the length as well.

Just as she was about to climax though, her eyes shot open, and everything around her changed; the room rapidly changing to her bedroom and Rainbow Dash disappearing with it. She sat up quickly, seeing that she was in her bed once more, spotting a big tent in the blanket as well. “A dream...?” she thought, relieved and somewhat annoyed at the same time.

Lifting up the blanket revealed her throbbing morning wood, which had made a small stain on the underside of the blanket where it had been holding it up. “This is really strange...” Fluttershy thought as she climbed out of bed, stretching a little bit as she gazed out the window at the rising sun, which was still coming up over the horizon. “Oh well...better get my day started.” she thought, before heading out of her room.

She went about her usual morning routine of feeding herself and her indoor animals, her member softening up by the time she went outside. On the way back into her house, she lightly plucked a few flowers from the small garden in front, placing them in a plastic vase once she got back inside. It wasn't much of a fancy gift, but it's the thought that counts, right?

After dressing in another simple dress; a green one this time; she lightly picked up the vase between her two front hooves and took to the air, flying in the direction of Twilight's library. One short flight later, she arrived in front of the unicorn's home, setting the vase on the ground beside her before gently knocking three times on the door.

A few moments later it opened, revealing the familiar purple unicorn once more, though her mane was fraying slightly. “Oh, hey there Fluttershy.” she spoke with a smile, opening the door all the way. “What can I do for you?”

“Oh, nothing much...I just wanted to thank you for studying so much for me.” Fluttershy smiled back, picking up the vase again and holding it out toward Twilight. “You didn't have to spend all your free time trying to find a spell.”

Twilight giggled softly, picking up the vase with her magic. “It's nothing, really. I've had bigger study weekends than this!” she poked her tongue out playfully. “Thanks for the gift though, that's very thoughtful of you.” she added, bringing the flowers closer to her snout and inhaling the lovely scent emanating from them. “Mm, smells wonderful. Speaking of wonderful, you wanna come inside? Spike's cooking breakfast, if you want some.”

“I know it's not much, but I just wanted to thank you.” Fluttershy continued, before nodding. “That sounds nice, Twilight.” she replied, following the unicorn inside; the scent of pancakes filling her nostrils as she neared the kitchen. As the two walked into the kitchen, Spike could be seen cooking the pancakes over a griddle on the stove; Twilight putting the vase under the sink head and filling it up with water before putting it in the windowsill.

“Oh, hey there Fluttershy. Nice to see ya again.” Spike happily greeted the pegasus, flipping one of the pancakes over. “Just in time too, you haven't lived until you've had one of Spike's pancakes!” he added with a big grin.

“Mmm, they certainly smell delicious.” Fluttershy replied with a smile, closing her eyes a bit as she inhaled the lovely scent, making her feel a tad hungry despite the fact that she had already eaten. Spike flipped a finished one onto a plate beside him, which already had a few pancakes on it; Twilight picking up the plate with her magic and replacing it with an empty one before bringing the first plate into the next room over, setting it down on the table.

“C'mon, get 'em while they're still hot.” the unicorn spoke with a smile, sitting down in one of the chairs while Fluttershy entered the small dining room, sitting down next to Twilight.

“So...have you made any progress in finding a spell?” Fluttershy asked quietly as she watched Twilight levitate a pancake onto her plate as well as her own plate.

“Not really...I've searched pretty much every advanced spell book in here and I haven't found anything that could help.” Twilight shrugged, take a couple bites of her pancake.

“Well, that's okay...take your time, Twilight. To be honest, I'm kind of...enjoying it more.” Fluttershy smiled, blushing lightly.

“That's good to hear!” Twilight giggled, smiling back. “Considering how much you seemed to enjoy it a couple nights ago, I bet you could have a ton of fun with it, before the week is over.”

“I know.” the pegasus nodded with a grin. “I just hope Princess Celestia doesn't find out...she'd probably punish me for real if she caught me disobeying her.”

“That is true...well, who's going to find out? As long as nopony tells her, you're safe. It's not like she comes down out of Canterlot very often.” Twilight added, licking her lips as she finished her first pancake. “And judging by how good you are with it, I don't think anypony would betray you like that.”

“I guess you're right.” Fluttershy giggled softly with a light blush at the complement. After finishing breakfast, the two returned to the main library, which was a mess with books scattered everywhere, for the most part. “Oh, my. You really were working hard, weren't you?”

“Hehe...maybe a little.” Twilight giggled, blushing lightly. “I tend to get carried away when I study this hard.” she added, picking up a few of the scattered books with her magic, though blinking a bit as she spotted one that she wasn't expecting to see. “Huh...I thought I returned this to Cheerilee weeks ago.” she thought out loud, taking it out of the pile and looking at the cover, reading “Anatomy II”.

Gently grabbing the book from Twilight's magic aura, Fluttershy smiled warmly at the unicorn. “I could return it for you, Twilight. It's the least I could do for all this work you've done.”

“Oh...well thanks, then!” Twilight nodded and smiled. “I need to get working on cleaning up this mess, anyways. See you later, then?” she added, beginning to levitate the various books with her magic again.

“See you later, Twilight.” Fluttershy replied with a nod, holding the book to her chest as she lightly flapped her wings, heading out of the library and into the warm, sunny weather. It was a little later into the morning now, so most of Ponyville was out and about, forcing the pegasus to fly up high as to not be seen by anypony. Glancing up towards the sky, she took off and ascended toward the clouds, holding the book firmly in her front hooves.

By the time she arrived at the schoolhouse, recess had started, indicated by all the colts and fillies out around the back of the school at the playground area. Fluttershy smiled slightly at the happy sight as she landed in front of the school, lightly placing the book on her back and walking inside to the empty classroom, but not seeing Cheerilee at the desk. “Hm? Where did she go? I thought she stayed in here during recess...”

Walking up to the desk, she gently placed the book down on it, but she didn't want to just leave it there without an explanation. She glanced out the window and didn't spot the teacher outside, though as she turned back toward the desks her ears perked up; a faint sound of moaning coming from the direction of the bathrooms.

“Cheerilee...?” she quietly called out as she slowly approached the bathrooms, glancing down the hallway and seeing three doors; one marked “Colts”, one marked “Fillies”, and a third one that was unmarked, which seemed to be the source of the noise. She slowly approached the third door and noticed that it was cracked open slightly, the soft moans now more audible with her being closer to it. Now realizing what was going on inside her cheeks tinted red once more.

“Oh, my...is she really...in there?” she thought, leaning in closer to the door and peering in through the slight opening, her cheeks flushing a deeper red when she finally spotted the teacher pony. Cheerilee was sitting on the toilet, leaning back against the wall and moaning quietly with her eyes closed, while below, she slowly pushed a bright blue vibrator in and out of her dripping folds, while her other hoof lightly rubbed her clit in circles.

Fluttershy felt ashamed for spying on somepony like this, but at the same time, she couldn't look away. She kept her eyes fixated on the maroon mare, watching as she pleasured herself, her wings spreading out as her own arousal grew. “This is so wrong...but...she's enjoying herself so much...” the pegasus thought, not noticing her member starting to stiffen between her legs as she kept watching.

“Mmmnh...” Cheerilee moaned quietly, gradually pushing the vibrating toy in and out of her moist snatch faster as her orgasm built up, rubbing and pressing the fleshy love nub harder, only stimulating it even more and boosting her pleasure higher. The toy was just about soaked with her warm essence by now, causing it to glisten in the light each time it was pulled out. Fluttershy continued to watch, trying to be as silent as possible; her member stiffening further, quickly becoming fully hard, gently throbbing as it stood proudly at its full size.

It was then that she finally took notice of it, noticing the familiar tingly feeling coming from it; quickly glancing down and gasping softly as she saw it throbbing lightly and fully erect. “Oh no...this is not good...!” she thought, glancing back towards Cheerilee and seeing her still absorbed in her pleasure. The pegasus' mind was conflicted, wanting to quickly leave before anypony saw her, but at the same time, feeling urges to walk in on the teacher and give her a good ride.

By now, Cheerilee's breathing had quickened, and she was pushing the toy in and out quite fast, the “shlick” noise it was making now quite audible from outside. Biting her lip hard, she stifled a loud moan as she finally came, her juices splashing all over the toy and a bit onto the toilet seat as well; her hoof shoving the toy all the way inside for a few moments as she basked in her orgasm, before slowly sliding it back out again.

She sighed contently and slumped a bit on the seat, slowly opening her eyes at what was probably the worst possible time, for Fluttershy. The pegasus was glancing down at her member, trying to pull her dress in a way that would cover it. “Fluttershy...?” she thought, her cheeks flushing red as she realized that the pegasus had been watching her, though her eyes widened more when she caught a glimpse of the large member Fluttershy's legs. “F-Fluttershy?!”

The pegasus' head shot straight up again as she looked back at Cheerilee, her face and cheeks flushing red in embarrassment. She wanted to just bolt for the nearest exit, but she found that her legs were frozen in fear. The next thing she knew, she was pulled into the bathroom, the door quickly shutting behind her. “I-I'm sorry...I didn't mean to...” she stuttered, but was interrupted by the maroon mare.

“First of all, what are you doing here,” she started, giving the pegasus a slight glare. “Second, why were you spying on me, and third, what is THAT?” she continued, pointing at the stiff pole between Fluttershy's legs, which was still throbbing softly.

Fluttershy gulped softly, regaining her composure slightly before replying. “Um...I was just here to return a book. Twilight told me that she borrowed it from you a while ago.” she started, still blushing in embarrassment. “And...I'm sorry for spying on you...I just couldn't help myself...” she added, looking at the floor. “I'm really, really, really sorry...I promise I won't do it again!”

“Oh, don't worry about it, Fluttershy. No harm done.” Cheerilee smiled slightly, gently patting Fluttershy's shoulder. “...but still, what in Equestria is that thing?” she asked, her eyes moving down to the pegasus' eager member, not sure if she should be scared or highly aroused.

“Well, putting it simply, it's a magic punishment I got from Celestia. I have it for a week.” Fluttershy explained, looking back up at Cheerilee. “But, it's not as bad as it seems, really...”

“Celestia, huh? I see...” Cheerilee nodded, her eyes widening a bit in surprise. “Celestia, hmm...wonder what she could have done to anger Celestia to the point of giving her...one of those?” she thought; trying to fight it, but her head inevitably started to fill with dirty thoughts as she stared at Fluttershy's throbbing endowment. “And...it's essentially the real thing, isn't it?” she asked, sounding a bit more interested.

“Yeah...it works just like a stallion's, as far as I know.” Fluttershy nodded, glancing down at her endowment for a second. “I mean...it does feel really, really good....when I use it like that.” she added, smiling nervously at Cheerilee.

Cheerilee nodded softly, too distracted by her thoughts to say anything meaningful at the moment. “Hm...so she's a hermaphrodite...never thought I'd see one of those with my own eyes.” she thought. “Maybe I can use this situation to my advantage...a little after-class fun couldn't hurt. Been forever since I had some real fun.” she continued, before looking back toward Fluttershy. “Getting back on topic, you shouldn't have been spying on me, Fluttershy. I'm afraid I'll have to give you a detention for that.” she added, a playful smirk appearing on her face as she winked to Fluttershy.

“Oh...my.” the pegasus softly replied, blushing again to the teacher pony's clear intentions. “Okay...Ms. Cheerilee. See you after class, then?” she asked, getting a nod from the maroon pony. With a slight smile in return, she promptly opened the door again and left; a few minutes of recess still remaining as she swiftly exited and flew away from the building, making sure nopony saw her.

Cheerilee smiled to herself, giggling softly. “Well...this is going to be one fun detention.” she thought as she cleaned up the mess she had made.

Later in the afternoon, after the school day had finished, Fluttershy returned to the schoolhouse once more, lightly pressing the door open and peering inside, seeing Cheerilee sitting at the desk at the front of the classroom.

“There you are, my dear.” Cheerilee cheerily greeted the pegasus with a warm smile, watching as she slowly entered, closing the door behind her. “Come here, have a seat.” she added in her usual sweet tone, motioning to the chair beside her desk. Fluttershy slowly approached the desk and sat down in the chair as she was told. “So, Fluttershy...why were you spying on me, hm? You know it's impolite to watch people without them knowing.” she continued, winking to the pegasus.

“I just couldn't help myself, Ms. Cheerilee...I heard you moaning and my curiosity got the best of me.” Fluttershy softly answered, not exactly sure what Cheerilee was planning, but just playing along for now. “And you just looked so...hot...” she added with a blush.

“Is that so...well, spying is against the rules, young lady. Especially spying on teachers during recess.” Cheerilee replied, trying not to giggle from how ridiculous she was sounding, even to herself. “You know the punishment for spying, don't you?”

“Um...n-no ma'am.” Fluttershy replied, smiling lightly to how silly she was sounding as well, though quickly frowning cutely, keeping up with the little game. “What are you going to do...?”

Cheerilee smirked playfully, pulling one of the drawers open and taking out a yardstick, holding it with one hoof and lightly tapping it against her other. “Lean over the desk, Fluttershy dear.” she spoke, watching as the pegasus stood up from the chair and leaned onto the desk, her upper body laying across it while her back legs still touched the floor, holding up her lower body.

“Mm, perfect, now just stay like that.” the teacher pony nodded, moving behind Fluttershy and grabbing the edge of her dress, lifting it up to reveal the pegasus' rear. Glancing down a bit further, she spotted the pair of yellow balls, licking her lips slightly. “So she wasn't kidding...” she thought with a slight smirk, before raising up the yardstick. “Twenty lashes for breaking a large rule, young lady.” she added, before bringing the wooden plank down onto the pegasus' rump with a decent amount of force.

“Nnh!” Fluttershy gasped as the wood smacked her delicate rear, though the amount of force Cheerilee used was just enough for it to hurt slightly, but not too much. “Oww...is this the same game Luna was playing with me?” she thought, gasping and crying out quietly each time the yardstick spanked her. After six or seven spanks though, the pain slowly began to turn to pleasure as her buttcheeks tinted red, becoming more sensitive to touch.

“Getting there...” Cheerilee thought, watching as the pegasus' rump became quite rosy, also seeing her member slowly poking out of the sheath and starting to harden. By the twentieth spank, Fluttershy's endowment had become almost fully stiff, throbbing lightly in arousal while a bead of pre formed on the tip. “Mm, that's much better...”

“Ooh...Ms. Cheerilee...” Fluttershy softly panted, looking back at the maroon pony, blushing quite a bit from her arousal. “Is my punishment over...?”

“Not quite yet, my little pony.” Cheerilee replied with a playful smirk, setting the yardstick down on the desk. She then moved directly behind the pegasus, and placed her front hooves against the red-tinted cheeks, starting to gently massage them. “I'm just getting started.” she added, before leaning her head down and sticking her tongue out, pressing it against the two moist pink lips, causing Fluttershy to gasp in surprise and pleasure.

“Nnh...wh-what are you going to do?” Fluttershy asked, moaning cutely as she felt the tongue slurping over her moist nether lips, teasing her with pleasure which only caused her member to stiffen further, quickly becoming fully hard after only a few moments. The massaging to her abused rear only added to the pleasure; the two red-tinted cheeks having become quite erogenous after being spanked so much.

“Shh...let your teacher work, darling.” Cheerilee replied, mid-closing her eyes as she continued to gently massage the pegasus' rump and slurp over her pink slit, slowly working her way lower to the two hefty orbs hanging between Fluttershy's legs. She stroked her tongue across the smooth sack, delighting in the taste of them, while bringing her right front hoof down to Fluttershy's crotch, beginning to lightly stroke her throbbing member.

The lusty pegasus laid still as the teacher pony worked, panting softly and moaning quietly from all the teasing; her arousal increasing further and further with each passing moment, all the teasing to her shaft and balls easily procuring precum from the tip of her member. “That feels...nnh, so nice...Ms. Cheerilee...”

Cheerilee grinned to the complement, continuing to gently lick and nuzzle the pegasus' hefty balls and stroke her member teasingly a little longer, feeling the warm pre smearing onto her hoof. “Hmm...seems we're ready to move on, my naughty student.” she spoke in a sultry tone, bringing her hoof back and lapping up the small amount of pre from it, before grasping Fluttershy's waist, pushing her further onto the desk and turning her over onto her back.

Fluttershy gasped softly from the sudden movement, glancing down towards Cheerilee and watching as she climbed up onto the desk as well, slowly turning herself around and getting into position on top of the pegasus, ending up with Fluttershy's member right in front of her face, while Fluttershy's gaze met with her own moist nether lips.

“Go on, Fluttershy dear. Don't disappoint your teacher.” Cheerilee continued in her sultry tone, glancing back at the pegasus for a moment as she grasped the lightly-throbbing member, continuing to gently stroke it up and down, before lowering her snout to it and pressing her lips against the tip, beginning to gently suckle and slurp the head of it.

“Oohh...y-yes, ma'am...” Fluttershy moaned from the gentle pleasure, Cheerilee's efforts quickly being rewarded with droplets of precum. Reaching her arms up, Fluttershy grasped the teacher pony's flanks, her hooves right over the two cutie marks, before gently pulling her waist downward while moving her head forward, her cheeks tinting red again as she closed her eyes and stuck her tongue out, starting to slowly drag it over the moist pink lips from bottom to top.

“Good Celestia...that tongue!” Cheerilee thought, closing her eyes and groaning around Fluttershy's member; greatly enjoying the feel of the tongue dragging across her nether lips at a teasingly slow pace, flicking over her clit as well each time it went up. She returned the favor by continuing to stroke the pegasus' member up and down, pursing her lips around the throbbing pole and swirling her tongue against the head of it, beginning to slowly bob her head up and down.

The stroking and sucking to her sensitive member only boosted Fluttershy's pleasure further, more of her warm pre flowing over Cheerilee's tongue while she panted and moaned happily. She slurped over the moist pink lips a few more times before pressing her snout against them and plunging her tongue inside, starting to firmly lick along the soft inner walls, only eliciting more pleased moans from the maroon mare.

Cheerilee was indeed grunting and moaning blissfully from the skilled tongue invading her hot snatch, wiggling her lower body back and forth a bit as she took the pegasus' member deeper into her mouth, pursing her lips tighter around it and bobbing her head faster, eagerly lapping up the warm pre that was flowing from the tip. “Nnnh, if I had known she was this good, I would have played with her sooner!” she thought, her cheeks reddening as she felt her orgasm building up quickly.

Fluttershy wasn't too far off either, trying her best to hold back her imminent orgasm; her member throbbing more in Cheerilee's mouth as it was sucked deeper still, more of her warm pre smearing across the mare's tongue from the teasing rubs her hefty balls were receiving. “C-can't cum...yet...” she thought, closing her eyes tightly as she focused on her own work, pressing her tongue as deep as she could get it inside the hot love tunnel, managing to brush along the sensitive G-spot inside, Cheerilee shuddering from the sudden shock of pleasure.

Fluttershy's tongue managed to stroke and prod the sweet spot a few more times, quickly bringing on the teacher pony's orgasm after a few more moments, and not a moment too soon, either. As Cheerilee groaned blissfully, she felt Fluttershy's member throb hard in her mouth, starting to gush thick shots of steamy seed into her mouth.

Surprised by the sudden ejaculation, her head jerked back by instinct, the twitching member still releasing Fluttershy's load, splashing all over Cheerilee's face and chest now. “Nnnh, Fluttershy...!” she moaned, the pegasus still slurping along her insides throughout her orgasm, lapping up all the sweet juices flowing out, her cheeks flushed red from all the pleasure of her own orgasm. Once both of their orgasms had subsided a few moments later, Fluttershy slowly pulled her snout back, licking her lips slightly and glancing up toward Cheerilee.

“That was...nice.” Fluttershy quietly spoke, still blushing as she smiled slightly, now seeing the sticky strands of her cum all over Cheerilee's face. “Hehe...sorry, Ms. Cheerilee...”

“Mm, not a problem, dear.” Cheerilee giggled softly, licking some of the salty fluid from around her lips, turning around on top of the pegasus. “You've certainly earned yourself an A+ from me.” she added, poking her tongue out playfully as she gently lowered herself down, cuddling against Fluttershy and nuzzling her snout.

“Oh...glad to hear it...” Fluttershy smiled back, gently wrapping her front legs around Cheerilee's body and returning the gentle cuddles, sighing contently.

“I don't suppose you'd be up for some extra credit though, would you?” The maroon mare teased with a lusty grin, her tail lightly flicking back and forth, brushing over Fluttershy's member, which was still somewhat stiff. “It's not every day I meet a dickfilly, you know!”

Fluttershy blushed again to the proposition. She was already somewhat tired from her orgasm, but she didn't want to displease Cheerilee. “She does have a good point...” she thought, giggling in her head. “If you insist, Ms. Cheerilee.” she added, returning the gentle nuzzles with a smile.

“Mm, thank you, dear.” Cheerilee replied, gently slurping Fluttershy's cheek, before slowly getting up off the desk, moving beside it where there was a bit more space, before leaning down toward the floor, raising her lower body up higher, presenting for the hermaphrodite pegasus. “Come...don't keep your teacher waiting!”

The sight of the maroon flanks only served to rekindle Fluttershy's arousal, her member responding by throbbing eagerly once more. She climbed off the desk as well and quickly removed her dress, before approaching the teacher from behind, gently mounting her and positioning over her body so that she was on top, feeling the tip of her pride press against the warm slit below. “Are you ready...?”

“Of course, my dear...go ahead and show your teacher how you buck.” Cheerilee replied with a smirk back toward Fluttershy. “Oh wow...this is really happening!” she thought with excitement, eager to see if a hermaphrodite was as good as a male, in this kind of sex.

“Alright...here goes.” Fluttershy quietly replied, pressing herself a bit more onto Cheerilee as she pushed her waist forward as well, closing her eyes as she felt her stiff pride penetrate the teacher's moist nether lips, hearing her gasp from below. “Ooh, wow...she's almost as tight as Rarity!” Fluttershy thought, moaning softly already, the hot walls already feeling like they were constricting her member.

“Aahh...y-you certainly feel bigger than you look!” Cheerilee gasped softly, her cheeks blushing darkly as she felt the large shaft pushing inside her, soon sinking almost completely inside her warm depths. As she savored the light pleasure, she could feel it throb inside her, pulsing against her soft inner walls. “Go ahead then...mm, Fluttershy...don't be afraid to give it all you've got!”

The hermaphrodite pegasus gripped Cheerilee's sides more firmly in response, before beginning to slowly buck her hips back and forth, starting off nice and slow at first, and gradually building up to a steady thrusting speed. “Nnnh...M-Ms. Cheerilee...you feel so tight...” she moaned, loving the tightness of the teacher pony's love tunnel, which coated her member lightly with warm juices as time went on.

“Only because..aah...you're so big, Fluttershy!” Cheerilee moaned in response, her cheeks blushing more as her pleasure built up more and more. She noticed Fluttershy's thrusts gradually becoming more rough, the pegasus putting more power behind each thrust as her own orgasm slowly built up; the warm precum mixing with her own juices, only helping to further lubricate the thrusting shaft. “C'mon...really give it to me, dear...you want that A+, don't you?” she teased with a playful smirk.

“Yes...!” Fluttershy panted, her wings flapping slightly as she put even more into her thrusting, feeling her balls gently slapping against Cheerilee's legs now while her member throbbed happily within the hot, clenching depths. “Don't want to cum too fast, though...” she thought, biting her lower lip gently as she felt her orgasm closing in on her after roughly five minutes, that familiar pressure building up within her. “Uhm...Ms. Cheerilee, can we change positions...if that's okay with you?”

“Go ahead, my dear.” Cheerilee replied with a nod, glancing back at Fluttershy as she felt the pegasus' hooves grab her more firmly, lifting her up a bit while at the same time Fluttershy leaned backwards. She had intended to end up on her back, but forgot that the desk was right behind her, ending up bumping against it, leaving her sitting back against it with Cheerilee in her lap. “Lovely choice, Fluttershy.” she added, grinning down at Fluttershy, gently placing her hooves on Fluttershy's shoulders as she turned around to face her.

“Mmh, thank you...” Fluttershy groaned softly, having bumped the back of her head lightly against the wooden desk. Before she was quite ready to continue though, Cheerilee had already taken the incentive, and began to steadily ride Fluttershy's member, holding onto her shoulders for support.

“That's my star student, hehe...knowing my favorite position!” The maroon mare spoke between her light panting, feeling Fluttershy's hooves gently grasp her waist again, holding her by the cutie marks as the pegasus' hips started bucking upward slightly, only assisting Cheerilee's riding. Fluttershy's member pushed all the way inside her each time she came down, causing it to grind firmly along Cheerilee's inner sweet spot each time, only driving her pleasure higher.

Despite the position change and slight speed decrease, the lusty pegasus could still feel her orgasm coming on, her wings flapping slightly as she kept lightly thrusting up against Cheerilee's bouncing, her throbbing member gushing pre inside. “Maybe she won't mind...if I cum a little early...” she thought, panting in exhaustion and pleasure. “I'm...getting close...Ms. Cheerilee!”

“Oh, yes, Fluttershy dear! Let it all spill out inside your teacher!” Cheerilee moaned, grinning lustily down at Fluttershy as she kept riding steadily, picking up the pace a bit as she felt the thick member throbbing against her inner walls. Her own orgasm was closing in on her, indicated by the copious amounts of warm essence slicking up Fluttershy's member even more.

It wasn't long before Fluttershy's pleasure climaxed for a second time; a blissful moan escaping her lips as she squeezed Cheerilee's cutie marks firmly, bucking her hips upward a bit harder while her member throbbed harder, shooting thick globs of her steamy essence with each throb. In the midst of her orgasm, she heard the teacher pony cry out happily as her orgasm hit as well, the sudden clenching of the tight inner walls only adding to Fluttershy's pleasure.

After a few more moments, the two ponies' orgasms finally died down; Cheerilee collapsing gently on top of Fluttershy, panting heavily in exhaustion with her. “Mmm, Fluttershy...that was...beyond amazing...” she spoke between her panting, before grinning up at the pegasus. “Even better than Big Macintosh..hehe...A+ for you!” she teased, poking her tongue out a bit, Fluttershy blushing lightly before giggling softly.

“Thanks, Ms. Cheerilee.” the exhausted pegasus softly replied, gently hugging Cheerilee and nuzzling her snout gently. “I'm glad I could share the fun with you.”

“Indeed, I wonder what Celestia was thinking when she gave this to you.” Cheerilee added, smiling a bit. “This seems like it'd make you have even more fun, not less!”

“That's what others have said.” Fluttershy nodded. “This has been a lot of fun so far. Sure, I have to cover it up with a dress when I'm in public, but the fun I've had with it more than makes up for it.” she continued, smiling cutely as well.

“Others? Oh, you sly pony, you!” Cheerilee smirked as she gently pulled herself up, sliding Fluttershy's softening member out of her moist pink lips. “You mean you've played with other ponies like this too? I didn't take you for such a horny pony, Fluttershy.” she teased, giggling softly.

Fluttershy blushed and giggled softly as well, a bit embarrassed by the complement. “Well, not always...it's just, I wanted to test it out, you know? I never thought that it would feel this good.” she continued with a grin.

“Mmhm, I understand.” Cheerilee nodded, gently pecking the pegasus' cheek as she pulled herself up, Fluttershy's now fully soft member slipping out of her nether lips. “That was the most fun I've ever had during a detention...certainly a nice way to end a rather boring Monday.”

“Hehe, yeah...” the tired pegasus nodded softly as well, sighing contently as she slowly got up again, seeing Cheerilee over at the sink in the corner, cleaning herself up a bit. “So...is my detention over, Ms. Cheerilee?”

“Yes, that will be all, Fluttershy.” Cheerilee nodded as she wiped her front hooves dry. “Unless you want even MORE extra credit.” she teased with a wink.

“Oh...I would, but I'm a little tired.” Fluttershy answered, blushing a bit and smiling slightly. “I do want to play with this as much as I can, but I don't want to make myself sore and tired.”

“If you say so, dear.” the teacher giggled softly, stepping up to Fluttershy and gently nuzzling her cheek. “You're always free to come back for some more fun, though.” she added with a soft smile.

“Thank you...I'll try to come back some time if I have a free afternoon.” Fluttershy smiled and nodded, gently nuzzling Cheerilee's cheek in return, before grabbing her dress and heading toward the door, starting to put her dress back on; Cheerilee moving back over toward the desk and sitting at it again. “See you later, Ms. Cheerilee!”

“See you soon, dear!” Cheerilee replied cheerily as she watched the pegasus leave, sitting back in her chair and sighing happily. “It's always the quiet ones that are the best...” she thought to herself with a soft giggle.

Meanwhile, Fluttershy took off into the air toward her home, smiling a bit to herself. “Hehe...that was so much fun...this is definitely going to be a great week.” she thought, not noticing that Rainbow Dash had come up behind her halfway to her house, surprising her a bit. “Oh...hey Rainbow Dash.” she spoke softly, glancing back at the rainbow-maned pegasus.

“Heh, 'sup Fluttershy? Where were ya? You look like you just had a lot of fun.” Rainbow Dash teased with a playful grin, causing Fluttershy to blush a bit, assuming Rainbow Dash was talking about that certain kind of “fun”.

“Oh, um...nothing really. I just delivered a book to Cheerilee and talked with her a bit.” Fluttershy lied, smiling a bit in return.

“Ahh, yeah...Cheerilee? Didn't know you two were friends.” Rainbow Dash giggled softly, a bit curious as to why Fluttershy was blushing though. She swore she could smell sex on the yellow pegasus, but dismissed the idea, not really thinking those two ponies would get intimate like that. “Hm...still wearing that dress, too...just what's going on here?” she thought, a bit skeptical of Fluttershy's actions. “Fluttershy, are you alright?”

“Hm?” Fluttershy glanced up at Dash again, blinking a couple times. “I feel fine...why do you ask?”

“Well I've been noticing you acting a little strange lately...and wearing dresses everywhere all of a sudden.” Rainbow Dash answered, giving a skeptical look. “Is there something going on that you're not telling me?”

The yellow pegasus' cheeks blushed lightly again as she gulped softly, shaking her head. “Nothing...honest, I'm fine. I just took a liking to wearing dresses recently.” she lied, trying her best to smile inconspicuously.

“Are you sure...?” Dash persisted, narrowing her eyes a bit and crossing her arms. Fluttershy only smiled a bit wider, nodding in reply, sweating lightly from nervousness. “Eh...don't want to cause her another panic attack like last week.” she thought, deciding against pressing her friend further. “Whatever. See ya later.” she added, seeing that she was right over Fluttershy's house now, looping around and heading in the opposite direction, leaving the yellow pegasus alone.

“Whew...that was close.” Fluttershy sighed, wiping her brow a bit as she slowly descended to the ground, landing in front of her house, looking back over her shoulder to see that Dash was gone. She didn't really want to keep hiding it from Rainbow Dash, but she had to pick an adequate time to show her. She kept glancing out into the distance for a couple more moments before turning and heading inside her house.

“But...how do I tell her?” she thought as she laid on her bed after her nightly routine of feeding her animals and cleaning herself up. “I don't want to come off as a pervert.” she continued, staring up at the ceiling. She recalled the strange dream she had the previous night, wondering if it meant anything, but just shaking her head a bit and slipping under the blankets. “I'll tell her when the time is right...” she thought with a yawn, resting her head on the soft pillow behind her.

END CH.4

Chapter 5: Vinyl Scratch / Pinkie Pie

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

After another peaceful night of rest, Fluttershy awoke once more to the sound of the rooster's call, blinking her eyes open slowly and glancing up at the ceiling. “Mm, that was a good rest...” she thought with a yawn, slowly sitting up in her bed and rubbing her eyes softly, before glancing down at the comforter. She blinked a couple times in surprise, expecting a large tent like usual, but she could only see the shape of her lower body.

Quickly pulling the blanket off, she sighed softly in relief as she saw the familiar sheath and balls between her legs, having feared that the magic might have worn off or something. “Hehe...never thought I'd be relieved at something like that.” she thought with a giggle, getting out of bed and stretching lightly, before setting off to her usual morning routine of feeding her animals. As she went through the kitchen to gather the various feeds for the indoor animals, she noticed that she was running low on food for herself.

“Uhm...oh! Right, Tuesday.” she thought, remembering what day it was; the day she usually went grocery shopping. “I'll just make a list and head out to the market, then.” she thought with a smile, before going to feed the indoor animals. Once she was finished, she went through the kitchen and took note of everything that was either low or empty, writing it all down on a small notepad.

“Let's see...” Fluttershy thought as she closed the last cabinet, glancing over the list. “Skim milk, sunflower seeds, sugar, and celery.” she thought out loud, nodding lightly. Once more she picked out a dress to wear to cover herself up, this time making sure to wear something that only covered her lower body, so that she could easily wear her saddlebags.

Hoisting on the light-green saddlebags, she placed the list in the left pocket and carefully closed it before leaving her home and taking off toward the market. She could get most of what she needed there, but she knew that there were no ponies there that sold sugar, so she would have to get that elsewhere.

After a short flight, she arrived at the Ponyville marketplace, which was already bustling with activity. “Alright, first thing on the list...” she thought, glancing over toward the various vendors set up along the border of the area. She took her time with her shopping, chatting with a couple of the townsfolk as she went, gathering all of the groceries that she had come out there for.

After roughly 45 minutes, she exited the marketplace, having everything on her list, except for sugar. She preferred to get it at Sugarcube Corner, as Pinkie would usually give her a “Super Duper Bestest Friend Forever” discount. Snapping her saddlebag shut, she took off into the air again, this time heading over toward her friend's bakery.

“Pinkie?” Fluttershy called out quietly as she walked in the front door, hearing the bell above the door ring as the door opened. She didn't see or hear anything in the front room as she walked up to the counter, glancing around for any signs of her friend. “Hello? Is anypony here?” she called out, reaching her hoof out and tapping the bell on the counter a couple times.

Almost immediately after the sound of the ringing, the familiar pink party pony sprang up from behind the counter in an explosion of confetti and smoke. “Here I am!” she shouted; all of this surprise greatly startling the timid pegasus, causing her to nearly jump through the ceiling. “Hehe, gotcha didn't I?” she giggled, smiling up at Fluttershy, who had fallen back on her rear, breathing heavily with a wide-eyed expression of surprise.

“Y-Yes...you did!” Fluttershy replied, a bit annoyed at the pink mare's antics, but she knew it was all in good humor. “Um...I was just wondering if you had any sugar I could buy?” she asked as she stood back up again, her wings folding back against her sides.

“Oh, yeah, right here!” Pinkie nodded a few times, before reaching underneath the counter and pulling up a sack of sugar, putting it down on top of the counter. “And with your Super-Duper-Bestest-Friends-Forever discount, that'll be three bits!” she added with a smile, which turned to a look of confusion after a few seconds. “Huh...?” she thought out loud, wiping her hoof across her forehead and glancing down at it.

“What's wrong?” Fluttershy asked as she placed the three coins on the counter and hoisted the sugar bag into her saddlebag, before looking up at Pinkie. “Are you alright?”

“Hm...my forehead is slick...but that...” she thought out loud again, looking back at Fluttershy. “Huh. Must be a fluke. Oh well, enjoy your sugar Fluttershy!” she added, quickly returning to her cheery attitude and smiling wide. “Don't use it all on one cake!”

Fluttershy shrugged a bit in her mind, smiling softly back as she grabbed the sack and put it in her saddlebag. “See you later, Pinkie”. She added before turning to leave, almost out the door before she heard Pinkie call to her again.

“Wait wait wait, Fluttershy, I almost forgot!” Pinkie called, waving her arms a bit, Fluttershy turning her head to face the counter again. “There was this really important thing I wanted to ask you!”

“Yes, Pinkie?” Fluttershy asked, turning around and walking back up to the counter again as Pinkie began to speak.

“Well, it all started when I was walking through the town square, and I saw these two colts walking by carrying this really big radio with really loud music playing! I asked them what it was and they told me it was some of Vinyl Scratch's music, and I was like “I KNOW HER!” and they were like-”

"Um, Pinkie..." Fluttershy interrupted, Pinkie's chatter coming to a halt as she glanced back down at the pegasus. "Could you please ask me what you wanted to ask? That is, if you're okay with cutting off the story there."

"Oh yeah, sorry. It was just such a cool story!" Pinkie giggled. "But what I wanted to ask, is if you wanted to come to the big rave tonight at the convention center?" she asked, still smiling cheerily. "If there's anypony in this town that needs to go to a big fun rave, it's you! And what better time to bring you than when the best DJ ever is going to be playing there?"

Fluttershy gulped softly, glancing down at the ground for a moment. "Oh, I don't know Pinkie...I've heard those things are really loud and wild..."

"Come oooon, it'll be fun! You need to get out and try somethin' new every once in a while!" The pink mare insisted, suddenly appearing beside Fluttershy, draping her right front leg over Fluttershy's shoulders. "And it's Vinyl Scratch, there's no other DJ like her!"

“Does it have to be me? Surely somepony else would want to go...” Fluttershy tried to reason, but Pinkie giggled and shook her head.

“Nope, I want you to be out there havin' some fun for once, Fluttershy! And besides, I'll be needing a little pegassistance setting up some of the decorations before the show.”

“If you say so...” Fluttershy smiled meekly and nodded, not wanting to argue further with her friend. “What time do you need me to be there?”

“Around seven, the show starts at eight. Make sure to come hungry too, because there's gonna be a lot of tasty treats!” Pinkie added, smiling and hopping up and down eagerly, moving back behind the counter again. “See you there, Fluttershy!”

Fluttershy smiled and nodded in return, before turning and heading toward the door, swiftly exiting the building. Once she left though, Pinkie rubbed her forehead again, finding it to be dry, now that Fluttershy had left. “Huh, that's strange. Is it really Fluttershy?” she thought with a puzzled look. “I need to get this Pinkie Sense fixed...”

After a short flight back to her home, Fluttershy unpacked the groceries she bought, storing them all in their usual places in the kitchen. “A rave...I hope it isn't too loud...” she thought, glancing up at the wall clock, seeing that it was still early in the afternoon. “Well...I still have a while before I have to go...a nice quiet afternoon before a noisy night sounds good.” she thought with a smile, before preparing a cup of tea for herself.

Just as she dripped the teabag into the cup though, her ears perked up as she heard a knocking at the front door. “Coming!” she called out as she walked over to the door and opened it, revealing Twilight on her doorstep, carrying a couple saddlebags. “Oh, hello Twilight.” she said with a smile, stepping back to allow the unicorn inside.

“Good afternoon Fluttershy, how are you doing?” Twilight replied with a matching smile, closing the door behind her as she entered. “I just came by to see how you were doing, you know what I mean.” she added with a slight giggle.

“I'm doing great, thank you!” Fluttershy nodded, heading back into the kitchen with Twilight, grabbing the teabag and pulling it out of her cup of tea. “Wearing dresses all the time isn't that bad, I actually kinda like it.” she added with a smile. “I can see why Rarity prefers wearing dresses so much.”

“Glad to hear it.” the purple unicorn nodded and smiled, before opening up one of her saddlebags. “I also came over to ask you if you wanted to try a new spell I worked on.” she added, pulling out a spellbook from the bag.

“Oh? What did you find?” Fluttershy asked, glancing over toward Twilight again as she held her teacup between her hooves, lightly sipping from it.

“Well, I experimented a bit with different spells, and ended up merging two of them together.” Twilight started, flipping through the pages of the book. “The spell I created will cause a single part of your body to be invisible.” she continued with a slight smile. “So you won't have to wear that dress around all the time.”

The pegasus blushed lightly before smiling back and nodding. “That's just what I need, Twilight. Pinkie invited me to a rave later tonight, and I don't think I want to wear a dress there." she added with a soft giggle, before sipping from her teacup again. “Are you sure it's going to work?”

“Hehe, I tested it on Spike, it should work fine.” Twilight giggled softly, finally stopping at one of the pages in the book. “It will only take a moment, let me help you out a bit.” she added, her horn glowing a little brighter as her magic aura surrounded Fluttershy's dress now as well, lightly tugging it down and sliding it off the pegasus' lower body; Fluttershy moving her legs as it slipped off of her.

As her dress came off, Fluttershy set her teacup down on the counter again, before sitting back against the cupboard, spreading her legs to allow access to her member. “Whenever you're ready...” she softly spoke, watching as Twilight's horn started glowing softly, before she felt a tingling in her groin, blushing a bit more and glancing down to see the unicorn's magic aura surrounding her sheath.

"I'll have to fully expose it for the spell to work." Twilight explained, blushing lightly herself as she used her magic to massage her friend's sheath, Fluttershy nodding softly as she continued to lean back against the cupboard, rather enjoying the soft magical massage. In just a few moments, her member peeked out of the sheath and slowly began to harden from all of the teasing; Twilight's magic aura extending to engulf the growing member.

"Th-thank you, Twilight..." Fluttershy spoke, trying to break any feelings of embarrassment between them. “You're a real lifesaver sometimes...” she added while her body relaxed slightly from the soft pleasure of Twilight's magic; her member stiffening more and more against the magic aura.

"Any time, Fluttershy." Twilight smiled, nodding as she continued to work her magic on the pegasus' member. "I'm sure you don't want it invisible for the rest of the week though, so just come see me afterwards, and I'll remove the spell." she added, glancing down at Fluttershy's cock again, seeing it was nearly fully erect already.

"Yeah, I still want to use it before Saturday." Fluttershy poked her tongue out a bit, glancing down a bit as she felt her member become fully stiff, throbbing lightly against Twilight's magic, while her wings stood up against the cupboard, twitching lightly from her arousal. "So...it will be completely invisible?"

"Yes, precisely." Twilight nodded again, her horn glowing a little more brightly as she began the spell, her magic aura still encasing Fluttershy's entire member and balls, glowing brighter as well for a few moments, quickly causing the two parts to become invisible, leaving her crotch looking like a normal mare's.

Fluttershy blinked a bit in surprise as she watched her endowment disappear from sight; Twilight's magic aura fading from it once she spell was complete. "Wow, it really is invisible..." she thought out loud, reaching down and pressing her hoof to it, feeling that it was indeed still there, but not at all visible. "That's amazing, Twilight!"

"Well, I don't have a cutie mark for Magic for nothing, you know!" the unicorn replied with a boastful grin, closing her spellbook with her magic. "It will last for at least twelve hours, but you can come see me to get it removed whenever you want."

"Okay, thank you Twilight." Fluttershy smiled, getting up to her feet again before hugging Twilight gently, nuzzling her cheek appreciatively. “You're the best friend a mare could have!”

“Likewise, Fluttershy.” Twilight smiled warmly as she returned the hug, blushing lightly to the nuzzling, as well as the feeling of Fluttershy's stiff member pressing lightly against her belly. “I'm happy to help you any time you need me.”

Sighing contently, the futa pegasus stood up again, her wings slowly folding against her back once more as her arousal decreased. “Did you want some tea, Twilight? I could make some for you.” she asked, picking up her teacup again and sipping lightly from it.

“No thank you, I just had some with lunch.” Twilight shook her head, standing up as well, levitating the spellbook back into her saddlebag. “Do you need anything else from me while I'm here, though?”

“Nope, I'm fine. Just getting ready to settle down for a quiet afternoon.” Fluttershy replied with a cute smile, sipping the rest of her tea before setting the cup down on the counter again. “I'll see you later then, Twilight?”

“Mmhm, Seeya, Fluttershy.” Twilight smiled back, before turning and heading towards the door again. “Oh, one more thing, just thought I'd warn you-” she started, turning her head back towards Fluttershy. “Unicorn magic might interfere with the spell, but as long as magic doesn't touch...down there, you should be fine.” she added, before opening the front door. “See ya in a while!”

“Thanks for the warning, Twilight.” The pegasus replied with a nod, glancing down at her invisible member again, which had completely softened by now. “Ah, it will be fine...not very often unicorns use their magic on me in the first place.” she thought with a smile.

After putting her teacup in the sink, Fluttershy returned to the living room, and curled up on the couch, sighing happily as she closed her eyes. “Just a quick nap...I'll definitely need the energy for tonight.” she thought with a soft giggle, gently resting her head against the cushion. Seemingly only a few minutes passed before her eyes opened again; the sound of banging coming from her front door once more.

“Mmnh...?” she groaned softly as she awoke suddenly, blinking her eyes open and glancing over in the direction of the door, before over at the clock, seeing that she had slept nearly five hours. “Oh my...I guess I was more tired than I thought.” she thought, slowly getting up off of the couch and walking over to the door, gently opening it to reveal none other than the pink party pony herself.

“Heya Fluttershy! We need to go and help set up for the big party!” Pinkie exclaimed, hopping up and down a bit with excitement.

“Oh...right.” Fluttershy smiled softly and nodded, stepping out and closing the door behind her. “Lead the way, Pinkie.” she added, stepping up beside her pink friend.

“It's not too far, c'mon!” Pinkie replied, giggling excitedly as she started hopping down the dirt path, Fluttershy following behind her, smiling softly to herself, somewhat glad that she no longer had to wear the dress outside of her home. As the two walked, Pinkie couldn't help but chatter endlessly about the rave and how awesome it was, until they finally reached the building on the far east side of Ponyville.

As she walked inside with Pinkie, Fluttershy glanced around the place, seeing a bar at one end of the main dance floor, and a stage at the other. There were a few ponies working around the place, mostly setting up electronics and cables and such. Pinkie led her pegasus friend behind the stage and up to a door with a pair of 8th notes on it, knocking on it a few times.

“Yeah?” answered a white unicorn as the door opened via her magic; lightly brushing a hoof across her forehead to push her striped blue hair out of the way of her purple shades. “Oh, hey Pinkie. You brought your friend, I see.” she added with a grin. “Name's scratch. Vinyl Scratch. Nice to meet'cha.”

Fluttershy smiled shyly in return, lightly extending her hoof out toward the unicorn. “I'm Fluttershy...nice to meet you Vinyl.”

“Heh, yep. Glad you could come, we need a pegasus to help hang some of the higher-up equipment.” Vinyl added, lightly shaking Fluttershy's hoof. “Think you're up to the task?”

“Oh, of course. I'll help with whatever you need.” The pegasus answered with a smile and a nod, flapping her wings lightly.

“Well good, let's get to work then.” Vinyl nodded in reply, before exiting her room and leading the two others toward the stage. It was pretty bare at first, only having a few speakers and amplifiers here and there, but with Fluttershy's assistance, they managed to quickly set up all of Vinyl's equipment, almost completely transforming the once plain stage.

By the time they were finished, the stage was covered with lots of amplifiers and speakers of all sizes and shapes, as well as tons of lighting fixtures all over the ceiling and upper parts of the stage. Right between two large towers of speakers was a table set up with all sorts of DJ equipment, from turntables to equalizers and the usual fare.

“Thanks for the help, you two.” Vinyl grinned toward Pinkie and Fluttershy, walking over to her equipment, flipping a few of the switches and buttons with her magic. “First show with the new equipment, it's gonna be radical!”

“Glad to help you out.” Fluttershy replied with a soft smile, before she felt Pinkie tap her shoulder, turning her head toward her friend. “Hm?”

“C'mon, last thing to do is set up all the food!” Pinkie excitedly said with a wide smile, before hopping off toward the kitchen, Fluttershy following behind her. Passing through the double-door to the kitchen, Fluttershy's eyes widened at the sheer amount of food gathered all around the kitchen. Various sweets such as cookies and cupcakes, to cocktail wieners (soy of course) and tiny vegetable-filled sandwiches.

“Wow...that's a lot of food.” the timid pegasus thought out loud, Pinkie giggling a bit and nodding.

“Well yeah, we've got a lot of ponies to feed! Now help me roll it all out to the tables out there.” Pinkie added, piling a few trays on a rolling tray table, before pushing it over toward Fluttershy, who nodded lightly and grabbed the tray table, rolling it out of the kitchen and over toward the area just before the dance floor, where all the tables were.

About five or six trips later, she and Pinkie had moved most of the food out to the tables, leaving some in the kitchen for refills if needed. There were six tables covered with food, but Fluttershy noticed that there weren't any drinks out. “Um, Pinkie...do we have any drinks?”

“Uh huh! They're on the house!” Pinkie replied, pointing over toward a mini-bar opposite the food tables, lots of various bottles of alcoholic drinks covering the refrigerated shelves behind the bar. “They have really good stuff here, ya know?”

“Oh, I see...” Fluttershy nodded softly, glancing over at the various jugs and bottles along the shelf. She had never really drank much alcohol, preferring lighter drinks like tea or juice. “I guess one or two couldn't hurt.” she thought, before turning her head to look toward the entrance, seeing lots of people outside through the window. There was only half an hour left before opening time, and just about everything in the building was set up and ready to go for the night.

As Pinkie hopped back toward the kitchen, Fluttershy headed back to the dance floor, seeing Vinyl playing with her equipment, testing various things on it, though no sound came from the speakers; instead going to a pair of headphones on the unicorn's head.

Finding a chair on the side of the room, Fluttershy took a seat to relax, listening to the bustling of the other ponies around her as they finished up preparation. Her ears perked up though as she heard the front doors open, glancing over toward them as the ponies lined up outside began to enter the building.

After everyone outside had entered, the doors closed and the lights dimmed, while at the same time, the lights on the stage gradually brightened around Vinyl, who was leaning on the table, grinning out at the crowd on the dance floor.

“Let's get this rave started!” she shouted, smirking wide as she flipped a switch on the control board, before turning a dial as far to the right as it would go; the speakers and amplifiers all around her unleashing incredibly loud music immediately, filling the room with the nearly ear-shattering electronic music.

Of course, the sudden loud noise scared Fluttershy half to death, causing her to dart under the nearest table, holding her hooves to her ears and shivering slightly. Peeking out from under the tablecloth, she saw most of the ponies dancing around on the stage, while Vinyl's head bobbed with the music; her horn glowing and playing with various controls on her equipment.

“Oww...that was loud...” she thought, slowly removing her hooves from her ears as they became more accustomed to the loud noise; glancing around to make sure nobody was looking, before stepping out from under the table again. She didn't really recognize many of the ponies on the dance floor, and wasn't really feeling comfortable dancing yet, so she decided to head over to the bar first, to get something to drink.

Stepping up to the bar, the bartender glanced towards her, grinning lightly. “What'll it be, miss?” he spoke, setting a glass down on the bar.

“Um...” Fluttershy started, putting a hoof to her lip and glancing at the various bottles. She didn't really know any brands of alcohol; what she had drank before was usually whatever Pinkie happened to be serving at her parties. “I'll just have...anything is fine.” she meekly said, blushing lightly.

“Eh, whatever.” The bartender shrugged, grabbing one of the bottles seemingly at random and pouring it into the glass until it nearly reached the rim. “Enjoy, miss.”

“Thank you...” she spoke quietly, smiling as she pulled the glass over towards herself and gently pressed her lips against the rim, sipping the alcoholic beverage slowly. She blinked a bit as it flowed over her tongue, having a sweet, yet slightly bitter taste; the combination of the two being surprisingly well-tasting. “Mm, not as good as Pinkie's drinks, but decent I guess.” she thought.

As the night went on, Fluttershy mostly wandered around the place, listening to Vinyl's music and watching the other ponies dancing on the dance floor. After about half an hour of this, Pinkie stumbled into her, giggling excitedly, smiling wide at the pegasus.

“Hehe...c'mon Fluttershy, let's get you dancin'!” she spoke somewhat hazily, clearly having had quite a few drinks already, being the party pony she was.

“Uhm, I'm not so sure, Pinkie...I don't really know how to dance very well, and-” she started, although it was useless, as Pinkie was already dragging her onto the dance floor. She blushed slightly in embarrassment, trying to go along with Pinkie's semi-drunken dancing; her eyes darting left and right, not seeing anyone really staring at her or her pink friend; too engrossed in their own dancing to notice.

“Woo, yeah, crank it up Vinyl!” Pinkie shouted, although the music was much too loud for the DJ to hear her as she continued to dance wildly next to Fluttershy. She was swinging her legs around a bit with her drunken dancing, Fluttershy having to avoid her a few times as she nearly smacked the pegasus with her front legs. Unfortunately though, a sudden movement from one of Pinkie's back legs caught Fluttershy off guard; the hoof smacking right against the pegasus' crotch.

Fluttershy's eyes widened in pain from the blow, having never felt pain in such a way before. She bit her lip gently so as not to shout in pain, her eyes tearing up slightly as well as she felt a strong semi-numb pain in her lower regions. Pinkie didn't seem to notice, too busy with her dancing like everyone else; the pained pegasus wobbling off the dance floor and towards the nearest door, pushing it open and entering what appeared to be a small living room.

As the door closed behind her, she groaned somewhat loudly in pain, sitting down and gently rubbing her aching balls, the pain still there but slowly subsiding. “Owww...that really hurts...” she thought, wiping tears from her eyes with her other hoof. Glancing forward, she saw a couch in the middle of the room, with a large TV against the wall in front of it, as well as a couple refrigerators in the far corner of the room. Standing up again, she stepped over to the couch and laid down on it, resting her head against the arm rest.

Even from inside the room, the music from the dance floor was loud and clear, the heavy bass making things vibrate slightly. Fluttershy sighed softly as she rested on the couch, the pain in her lower body subsiding after a few more minutes, though she continued to lay on the couch, feeling somewhat drunk, despite only having drank two or three glasses.

Her eyes slowly opened again as she heard the door creak open, glancing over toward it to see the familiar white-coated DJ approaching. “Yo, you alright?” Vinyl asked as she walked up to the couch, glancing over the sprawled-out pegasus. “I saw you stumble over here, everything okay?”

“Uhm...yes, I'm fine, thank you...” Fluttershy blushed lightly and smiled as Vinyl sat back on the couch next to her. “Just a little tired from all this partying.” she lied, sitting back up again. She noticed the unicorn's horn glow softly, seeing a puzzled look on Vinyl's face as she seemed to be studying something about Fluttershy.

“Huh...that's some crazy magic she's got on her.” Vinyl thought, sensing not one but two enchantments on the pegasus. “Oh well, she seems to be fine.” she thought with a mental shrug. “How ya likin' the party so far?” she asked with a grin towards Fluttershy. “I played a few of my more popular songs to begin with.”

“Oh, it's...nice.” The pegasus replied, keeping her soft smile. “I've never been to a rave before though...so I don't really know what's good or not.” she added with a soft giggle.

“Heh, s'alright. You can rest assured I'm one of the best around.” Vinyl nodded, grinning proudly as she placed a hoof on her chest. “I'm taking a short break right now though; lettin' the other guy play. Nice kid, too.”

“I see...” Fluttershy nodded softly in return, before turning her head toward the door as she heard something large bump into it. A moment later, the door burst open, a highly-intoxicated Pinkie giggling and smiling as she stumbled into the room.

“There you are, Flutter..shy!” the pink pony slurred, walking over toward the couch, grinning at the two ponies sitting on it. “C'mon, we've still got more partying to do!” she added, moving in front of Fluttershy as her smile suddenly turned to a confused look.

“Um...Pinkie?” Fluttershy asked, looking just as confused as Pinkie from the look she was getting; watching as the earth pony brought her hoof up and slowly rubbed her forehead again, before looking at her hoof, then back up at Fluttershy.

“Why're you hiding it from everyone, Fluttershy?” she asked quite knowingly, tilting her head to the side a bit. “I mean, I wouldn't hate you for it or anything!”

Fluttershy's cheeks blushed quite a bit as she gulped softly. “Uhm...I don't know what you're talking about, Pinkie.” she lied with a nervous smile, her eyes darting back and forth between Pinkie and also Vinyl, who was now staring rather inquisitively at the pegasus, lifting up her purple shades with her magic.

“My Pinkie Sense never lies!” Pinkie retorted with a grin, running her hoof over her forehead again. “My forehead is slippery and slick, Fluttershy! And when my forehead is all slippery and slick, that means somepony's hiding a dick!” she continued, pointing her hoof toward Fluttershy's crotch, which still appeared normal due to Twilight's magic.

“Oh?” Vinyl smirked, raising an eyebrow to the pink mare's statement. “Is that what that enchantment on you is? Some extra equipment?” she teased, Fluttershy blushing a deep red by now, her eyes darting between the two other mares again.

“Y-Yes...” Fluttershy whispered, rubbing her hooves together nervously as she looked down at her lower body. “It's...a long story, but yes...I didn't want to cause any disruption, so I had Twilight put an invisibility spell on it.”

“Invisibility spell, eh?” Vinyl continued with a playful smirk, her horn glowing as she worked to dispel Twilight's magic; one of the few spells she actually remembered. With a small flash, Fluttershy's extra equipment became visible once more, hanging limp between her legs. “Heh, I guess magic school wasn't so useless after all!”

“Oh my...” The pegasus blushed even deeper now that her soft member was in full sight to the other two mares, having slipped out from the gentle rubbing earlier.

“'Oh my' is right! Look at you, Fluttershy!” Pinkie grinned wide at the sight, her mind still very much under the influence of her earlier drinks. “I didn't think it'd be so big!”

“She's right. I gotta admit, that's pretty hot.” Vinyl teased with a grin, leaning in closer to the blushing pegasus and lightly pressing against her side. “Dunno why you'd wanna hide that...I'd think that most of the mares around here would love playing with it!”

Opening her eyes again to the unicorn's words, Fluttershy glanced back at her, though still blushing as she pressed in closer. “I g-guess...but wouldn't they think I'm a freak or something? A mare with a penis isn't exactly normal...and I don't want my good image damaged, either...”

“Then it'll be our little secret!” Pinkie giggled, smirking as she hopped up onto the couch as well, pressing against Fluttershy's other side. “Well...not really much of a secret considering this is the fifth chapter of the story, but still!” she added, getting a confused look from Vinyl, but the unicorn just figured it was “Pinkie being Pinkie”, grinning and shaking her head slightly.

“You've certainly got me curious, Flutters.” The DJ spoke with a playful smirk, placing her hoof on Fluttershy's chest as she leaned in a little closer. “Whaddaya say we have a little fun, hm? I just gotta know how a magical cock feels.” she continued, giggling lightly to how silly it sounded.

“Ooh, yeah, that sounds like a great idea! Besides, the readers want us to do it anyways, so why not?” Pinkie added with a grin, placing her hoof over Fluttershy's chest as well, her head swaying a bit from her intoxication as she leaned in a little closer as well.

The nervous pegasus gulped softly as the other two mares leaned in closer to her, glancing back and forth between both of their lustful gazes, sighing quietly. “Well...I guess I could use a little stress relief.” she thought, before nodding softly to Pinkie and Vinyl with a small smile. “W-Whenever you're ready, I guess...”

“Mm, let's get it on then, you sexy thang!” Pinkie blurted out with a smirk, suddenly moving her head forward and mashing her lips against Fluttershy's in a sloppy kiss, causing the pegasus' eyes to widen in surprise. Vinyl grimaced a bit to the sight, before leaning her head in as well, gently nuzzling Fluttershy's neck and giving her gentle love bites while her hoof wandered down the futa pony's body, slowly stroking over her smooth coat until it reached her soft member.

Fluttershy groaned softly into the drunken kiss with Pinkie, closing her eyes slowly as she tried to relax, feeling Vinyl's soft hoof stroking over her member, sending tingles of pleasure through it as it slowly stiffened. The unicorn's love bites to her neck only served to arouse her further; her wings slowly spreading and twitching lightly against the couch behind her.

“Mm, that's it...get nice and hard for me...” Vinyl thought as she continued to lightly slurp and nibble at Fluttershy's neck, stroking her hoof up and down the magical member as it grew and stood up in arousal; her own sex moistening up nicely as her own arousal grew.

In just a few moments, the futa pegasus' pride had fully stiffened, throbbing lightly against the soft hoof stroking it while she continued to kiss Pinkie for a little longer, before the pink mare slowly pulled back with a grin, glancing down at Fluttershy's fully-aroused member.

“Oooh...you're almost as big as Mr.Cake!” she giggled softly, licking her lips as she moved her hoof down to teasingly stroke the twitching shaft with Vinyl; Fluttershy panting and moaning quietly from the gentle pleasure of their hooves, a couple drops of her warm precum escaping and smearing onto the two other mares' hooves.

“Leaking already, huh? Never would have thought a shy pony could be so horny.” Vinyl teased with a sultry tone, smirking as she leaned down further until the pegasus' member was in front of her face, sticking her tongue out and slurping up the warm precum, while her hoof continued to stroke up and down the length with Pinkie's.

“Ahh, y-yes...your hooves feel so nice...” Fluttershy moaned, leaning her head back against the couch as she enjoyed the two mares' work on her member, feeling Vinyl's tongue stroking around the tip a few more times, before the DJ's lips pressed to the tip and slowly took the first few inches into her mouth.

“Hehe...save some for me!” Pinkie said with a grin as she watched Vinyl suckle on Fluttershy's member, leaning down with her and dragging her tongue along the base of the twitching futa cock, also managing to slurp over the two balls hanging below a few times. Their combined oral work only rewarded Vinyl with more of Fluttershy's delicious precum, being lapped up as quickly as it was flowing while the DJ lightly bobbed her head up and down, keeping her lips pursed tightly around the pegasus' shaft.

“Mmmnh...s-so...wonderful...” Fluttershy panted, blushing deeply from the two mares' treatment, instinctively placing her hooves gently on their heads, while her wings continued to twitch lightly against the couch. Already she could feel the familiar pressure building up in her loins, her orgasm approaching rather quickly due to the alcohol in her system.

As Vinyl gradually took the pegasus' member deeper into her mouth, she also accelerated her head bobbing, letting her tongue drag along the underside of the shaft, catching any precum that flowed out. Feeling it throb harder in her mouth, she grinned lightly, knowing Fluttershy's orgasm wasn't too far off; her horn glowing softly as her magic aura surrounded the pegasus' balls and began to fondle and massage them, only adding even more pleasure for the futa pegasus.

Meanwhile, Pinkie had moved lower, pressing her lips against Fluttershy's moist pink slit, sloppily dragging her tongue over it, lapping up any moisture from it and enjoying the sweet flavor, while one hoof was between her legs, firmly rubbing over her own nethers. “Mmmnh, I forgot how tasty...mmm...you are, Fluttershy!” she said between slurps, her tongue slipping inside the moist slit every few licks.

Fluttershy was too lost in pleasure to reply, her eyes closed tightly from the double pleasure of having both parts serviced at the same time; lightly pressing her hooves onto both mares' heads as her hips bucked up lightly against Vinyl's mouth. “Aahh...nnh...I'm...oohh...!” she started, before crying out blissfully as she hit her climax, her hips bucking up further, sliding her throbbing length deeper into Vinyl's mouth, the tip pressing against the back of her mouth.

The sudden thrust took Vinyl by surprise at first, but she quickly pursed her lips tighter around Fluttershy's cock and slurped it firmly, feeling the hot seed gushing into her mouth, only to be quickly swallowed. Pinkie continued as well, dragging her tongue repeatedly over Fluttershy's pink slit as a small stream of her female juices flowed out, giggling excitedly from the sweet taste.

As the futa pegasus' orgasm slowed to a halt, she felt Vinyl's lips slowly slide up her shaft until they left; the DJ sighing contently as she licked her lips clean of any loose flavor, smirking up at Fluttershy. “Mmmnh, definitely just as tasty as a stallion, that's for sure.” she complimented, before glancing down at Pinkie, who was still eagerly slurping at Fluttershy's female parts, despite her orgasm having ended. “Heheh...you can stop now, Pinkie.”

“Mmmnh...it's just so tasty!” the pink mare giggled, giving a few more firm licks to her friend's moist slit before pulling her head back up and licking her lips a few times, smiling happily. “We've gotta do this more often, Fluttershy!”

“Ahh...th-thank you...” Fluttershy panted in the afterglow of her powerful orgasm, her chest still rising and falling rather quickly as she caught her breath, blushing and smiling softly at the two mares on either side of her. “That was...really wonderful, you two.”

“Glad you approve, Flutters.” Vinyl grinned and nodded, sitting back up again, while her hoof moved back down and began to lightly stroke Fluttershy's member once more. “I'm just gettin' started, though. I still wanna feel this thing inside me.” she added with a playful smirk, before climbing onto the pegasus' lap, getting into a cowgirl position with her moist entrance pressing lightly against the tip of the pegasus' cock.

“Oh, my...” Fluttershy mumbled, still recovering from her first orgasm as the unicorn straddled her body so suddenly, trying her best to catch her breath as she stared up at Vinyl's lustful smirk. “W-Whenever you're ready, I guess...” she added, lightly resting her hooves over the two pairs of 8th notes on the unicorn's flanks.

Vinyl blushed lightly to the feeling of the hooves on her flanks, but continued to smirk lustily, placing her own hooves on Fluttershy's shoulders as she leaned her head in closer. Closing her eyes, she pressed her lips gently to Fluttershy's, while slowly pushing her waist down, letting the pegasus rest a bit before she would get to the real fun. Both mares groaned happily into the kiss as Fluttershy's eager member penetrated Vinyl's moist lower lips and began to push inside, rubbing along the hot inner walls.

Not wanting to be left out of the fun, Pinkie grinned deviously and stepped off the couch, positioning herself between Fluttershy's legs and grasping her waist, moving her head in close to the pegasus crotch, going in for another taste of her delicious nectar.

In just a few moments, the lusty pegasus slowly opened her eyes again as she felt Vinyl slowly pull back from the kiss, moaning softly in pleasure once Fluttershy's cock was fully hilted inside her, being gently squeezed by the unicorn's soft, steamy insides. At the same time, she felt Pinkie's tongue gently slurping over her pink slit again, which had moistened up again as her arousal rekindled. “Ooh...y-you feel great...Vinyl...” she quietly complimented, glancing up into the DJ's eyes.

“Mmnh, so do you, sexy...just the right size.” Vinyl replied with a lustful grin, her hooves lightly stroking Fluttershy's shoulders as she twisted her hips ever so slightly, rubbing her soft inner walls gently against Fluttershy's twitching member. She could already feel droplets of warm precum smearing along her insides, Pinkie's snout bumping and nuzzling against the pegasus' balls as she happily slurped away at the moist slit. “Let's get this party started, shall we?”

Keeping her lustful grin, the unicorn grasped Fluttershy's shoulders a little tighter as she pulled herself up, sliding Fluttershy's cock almost all the way out, before pressing firmly back down onto it, letting out a pleased moan. “Ooh, yeah...that's the stuff...” she moaned softly, slowly repeating the motion, this time getting a quiet moan from Fluttershy; repeating the motion again and again until she was steadily riding the magic futa cock, her white cheeks tinting red from the wonderful pleasure.

“Aaah...V-Vinyl...!” Fluttershy panted in bliss, her eyes rolling back a bit from the magnificent double pleasure of Vinyl's riding and Pinkie's vigorous licking, her hooves gently squeezing Vinyl's flanks as she rode steadily. “Mmmff, c-can't cum...too quickly!” she thought, already feeling loads of her warm pre oozing out as Vinyl's steamy insides squeezed her cock more firmly.

Pinkie continued her eager slurping meanwhile, lapping up as much of Fluttershy's sweet juices as she could, grinning widely from the delicious taste, while her hoof resumed rubbing between her own legs; thoughts of riding the sizable member in front of her flowing through her head. While she dragged her tongue over Fluttershy's slit, her snout nuzzled against the pegasus' balls, only teasing her with more pleasure and coaxing out more of her sticky precum.

“Mmmnh, oh yeah...so buckin'...good!” Vinyl grunted as she continued to ride Fluttershy steadily, her own warm juices coating the pegasus' member thoroughly as her orgasm built up steadily, only helping her to ride even faster and harder, her crotch smacking against Fluttershy's now as she pushed down more firmly.

Biting her lip now, Fluttershy panted and groaned in bliss from the pleasure coursing through both of her sexes, squeezing and gently massaging Vinyl's flanks while trying to hold back her orgasm as best as she could, already feeling quite close from the double-pleasure the two mares were providing her. “Mmmnnfff...aaah...yes...yes...!” she moaned, her cheeks blushing a deep red from the overwhelming pleasure.

“Heheh...there we go...not so shy now, are ya?” The lusty DJ teased with a smirk, panting softly in pleasure as she felt her own orgasm approaching rapidly, her warm juices mixing with the copious amounts of Fluttershy's precum oozing into her, while her steamy insides squeezed the futa cock tightly, as if milking Fluttershy's orgasm.

Vinyl wasn't the only one milking the pegasus' orgasm though; Pinkie's tongue had plunged inside Fluttershy's moist slit, slurping at her silky inner walls, eager to taste as much of the delicious essence as she could. “Sooo...mm...gooood!” she thought with a mental grin, unknowingly teasing Fluttershy's sensitive clit with her upper lip, while her snout continued to rub along the two balls above, only stimulating the lusty pegasus further.

It was all too much for Fluttershy; the pressure in her loins becoming too much to bear as she finally let out a cry of bliss, her hips bucking upward against Vinyl while her hooves squeezed the DJ's flanks firmly. “Aahh...y-yes...I'm cumming!!” she moaned, her member throbbing and twitching wildly as it gushed thick shots of her hot cum deep into the unicorn's sex, flooding the steamy canal while feeling it clench tighter around her member.

The flood of steamy fluids splashing deeply inside her had triggered Vinyl's orgasm as well; biting her lip as she pressed down firmly onto Fluttershy's throbbing length, her own flood of sweet juices gushing out and mixing with the pegasus' cum, oozing out onto Fluttershy's crotch as all the liquid became too much for her insides to hold. “Nnhh, buck yeah!” she groaned, leaning her head back in bliss with Fluttershy.

“Oooh, that's it!” Pinkie giggled excitedly as a rush of Fluttershy's sweet nectar splashed all over her snout and into her mouth, slurping over Fluttershy's nether lips to get as much as she could, although a lot of it managed to splash onto the couch and Pinkie's chest. A bit of the mixture oozing from Vinyl's sex had dripped down onto Pinkie's snout as well, only to be quickly lapped up by her agile tongue.

Still recovering from her powerful orgasm, Fluttershy's chest rose and fell quickly with her heavy breathing, her grip on Vinyl's flanks loosening as well while she leaned back onto the couch, her mid-closed eyes glancing up at the ceiling as she felt her afterglow slowly wash over her. The also exhausted Vinyl gently laid against Fluttershy's body, her hooves lightly stroking along the pegasus' shoulders while she cuddled gently against her.

“Hehe...not bad, Flutters...” she softly whispered into Fluttershy's ear, smirking lightly as she enjoyed her afterglow as well; her soft inner walls slowly loosening around Fluttershy's spent member. “Pretty good for a mare, I gotta say.”

“Nnh, th-thank you...” Fluttershy replied quietly, glancing down at the DJ with a slight smile, enjoying the gentle embrace with her as she slowly recovered from her own afterglow. “It was really...nice...”

“Mm, and tasty!” Pinkie giggled, licking her lips as she sat up again, smiling up at the two mares above her. “You should totally try makin' some cupcakes with that stuff, Fluttershy! They'd be the tastiest ever!”

“You're nuts, Pinkie.” Vinyl giggled, turning her head to the side and glancing down at the pink mare. “And alcohol just seems to make you even more nuts.” she teased, poking her tongue out a bit as she slowly pulled herself up off of Fluttershy's member, turning back toward the pegasus. “Wish we could play some more, but I've gotta get back on stage.” she explained, hopping off the couch and stretching a bit.

“Oh, um...that's fine. I'm kinda tired anyways...” Fluttershy smiled back, sitting up a bit on the couch, sighing happily.

“We definitely need to do this again, though.” Vinyl added with a wink towards Fluttershy as she cleaned herself up with some moist paper towels. “Come to another one of my gigs and I'll show ya some real fun.” she teased with a playful smirk, walking over towards the door after cleaning up.

“Hehe...of course...” Fluttershy answered quietly with a gentle nod toward the unicorn; her gaze turning toward Pinkie though, as the pink mare smirked and climbed up onto Fluttershy. “Uh...Pinkie?”

“Mm, I want a turn, now!” she said, grasping Fluttershy's shoulders just as Vinyl had, while grinding her moist nether lips against Fluttershy's semi-hard member, causing it to slowly stiffen back up again. “It ain't a sexy party until Pinkie gets some!”

“Have fun, you two.” Vinyl giggled at the sight as she opened the door and left the room, closing the door tightly behind her; Fluttershy blushing heavily to Pinkie's sudden mounting, gulping a bit.

“Uhm...c-could we do this some other time, Pinkie? I'm awfully tired...” The pegasus protested quietly, despite her now fully stiff member seeming to say otherwise, throbbing lightly against Pinkie's warm slit. “I really would love to play some more but...I don't want to be sore in the morning.”

Pinkie smirked, giggling lightly and shaking her head. “Nah, I've seen ponies go for way more orgasms than you did!” she replied, suddenly pressing down firmly onto Fluttershy's member, taking the whole length with a single movement. “Ooooh, a little thicker than Mr.Cake, though!”

Groaning half in pleasure and half in annoyance, Fluttershy leaned her head back against the couch again, closing her eyes. “Mmnh...this is gonna be a long night...”

END CH.5

Goddamn. That took forever. Summer laziness syndrome really sucks.

Chapter 6: Zecora

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

"Ooogh..." Fluttershy groaned softly as she finally regained conciousness, being woken up by various aches in her body. Blinking her eyes open, she glanced up at the ceiling, before lifting her head up, seeing that she was sprawled over the couch with her head resting on the arm. “I didn't think Pinkie would go that long..." she thought as she rubbed her aching forehead, slowly sitting up on the couch again and brushing her messy mane out from in front of her face.

From what she could hazily remember, she had fucked her pink friend countless times in pretty much every position imaginable, until she passed out of course. Not that that would have stopped Pinkie. With a soft sigh, the pegasus stood up from the couch, her wings spreading a bit and giving a couple soft flaps as she woke up more. "Mmnh...what time is it...?" she thought as she rubbed her eyes, glancing around the room until she saw the time on a digital stereo, seeing that it was late morning.

"Oh, my...I really slept in..." she thought with a soft gulp, remembering that she had to feed her animals. Not wanting to just leave without checking on Pinkie first, she glanced around again, not seeing the pink Earth pony at first. Approaching the nearest door, she pushed it open to see that it was a bathroom, with the party pony laying over the edge of the bathtub, snoring happily.

With a soft giggle, the pegasus left the room, content knowing her pink friend was okay. Glancing around, the main room was completely silent, everyone having left a long time ago once the rave was finished. Rather relieved that there was nobody there to see her in her current state, she headed toward the exit, grabbing a couple leftover sandwiches on the way out.

As Fluttershy stepped outside though, the colder air in combination with her other aches fading made her notice a new ache, feeling more like a soreness, located on her crotch. Glancing down between her legs, she blinked a bit in surprise, seeing that her limp member had been rubbed raw in various spots, giving the feeling of soreness on the skin.

"That doesn't look good..." she thought, gulping softly. "I hope I still have some of that skin moisturizer left." she continue to herself as she flapped her wings lightly and took to the air, having to take a more secluded route back home so that nopony would see her.

Arriving at her home, she quickly took to feeding her animals, rushing to get the job done as fast as she could, so that she could tend to her sore equipment, which still ached lightly. Once finished, she returned to her cottage and went into the cupboard full of various animal care materials, spotting the bottle of moisturizer and sighing in relief.

"Okay, whew...still have some...left?" she blinked a bit as she picked up the bottle, feeling that it was rather light for its size. Popping the cap open, she turned it upside down and shook it a bit, aiming the open end toward her other hoof, but nothing came out. "Oh, no...of all the times to be out of moisturizer."

Sighing softly, Fluttershy tossed the bottle into the trash bin and glanced back into the cupboard, raising an eyebrow as she spotted a smaller glass bottle among the plastic ones, picking it up and glancing over the label. "Hm...oh! I was supposed to return this to Zecora a few days ago!" she remembered, recognizing the label now.

As she got up to go and get another dress from her closet, another idea popped into her head. "I could probably get some natural moisturizer from her as well...good thinking, Fluttershy." she giggled softly as she opened the closet door and grabbed a light-blue dress, quickly slipping it on before returning to the cupboard and picking up the glass bottle.

"I'll be back later, Angel!" Fluttershy called out before heading out the front door and taking to the air once more, making the short flight over to the entrance of the Everfree Forest. Despite being into it a few times, the thought of going in yet again frightened her. With a soft gulp, she walked past the first trees, watching as her surroundings darkened slowly.

Despite it being the middle of the day, it still managed to be somewhat dark from the high amount of trees, creating a canopy effect for all those below. The timid pegasus walked slowly along the dirt path, glancing back and forth while staying alert for anything that might try to attack her.

Once she reached Zecora's hut, she gently knocked on the door, glancing through the small window on it and seeing the zebra in question working on another of her herbal mixtures. Hearing the knocks, she turned toward the door and walked up to it, gently opening it and smiling warmly to the sight of the familiar pegasus.

"Good day, Fluttershy my dear. What turn of events has brought you here?" Zecora asked as she turned around and walked back into her hut, Fluttershy following her inside and closing the door behind her.

"Oh, um...I came here to return this to you." Fluttershy answered, setting down the bottle on the small table in front of her, smiling and blushing lightly. "Sorry for not returning it earlier..."

"It is no problem, Fluttershy. Without it, I can still get by." the zebra grinned, lightly picking up the bottle and placing it back in its spot near the rest of the small bottles. "A very nice dress you also wear. What is the occasion for such fashion flair?"

"W-Well...um..." Fluttershy's soft blush deepened to the sudden question; looking at the ground for a couple seconds in embarrassment. "That's uh...the other reason I came to see you, Zecora." she continued, slowly pulling her dress off and tossing it onto a hanger on the wall, revealing her new equipment to the zebra. "I need...a little skin moisturizer, if you have some."

"What is this?" Zecora blinked a bit in surprise, glancing between Fluttershy's legs at the limp member, seeing the few small spots of sore skin across the soft length. "A mare with a male endowment? It has been long since I've seen such an augment."

"It's a long story...but apparently I was a little rough with it last night and now it's sore." Fluttershy spoke softly, still blushing a bit in embarrassment as the zebra inspected her member so eagerly. "Do you know how to make a natural skin moisturizer?"

"A moisturizing potion is a simple task. But there is also something I want to ask." The zebra replied with a nod, lifting her head back up and looking back towards Fluttershy's blushing face. "The semen of an enchanted mare such as yourself is quite valuable, in fact. So if you are willing...your essence I would like to extract."

The pegasus raised an eyebrow to the strange proposition from the zebra, shaking her head softly before staring in confusion. "Uh...you...need my cum?" she asked, not really sure if she should be aroused or confused at this point. "What do you need it for, Zecora?"

"Well, as I said...the semen of an enchanted hermaphrodite mare is very valuable and rare. When added to an advanced mixture, very powerful effects, it can procure." Zecora explained, walking over to a shelf full of jars and grabbing a medium-sized one, setting it down on the floor.

"Oh, I see." Fluttershy nodded softly, sitting down as she watched the zebra work. "Well, um...I'm kinda sore right now...could I get that moisturizer first?" she asked, glancing down at her sore member again.

Zecora nodded softly with a smile, picking up one of the bottles of liquid from another shelf. "Of course, my wonderful guest. For this extraction, you should certainly be feeling your best." she replied, working hastily to prepare a simple skin moisturizer for the pegasus, leaving the jar of viscous liquid in front of the pegasus.

"Thank you." Fluttershy spoke softly, returning the smile as she pulled the jar closer to her, examining the liquid quickly before lifting the jar and turning it upside down, pouring the liquid over her soft member, making sure to coat the entire length. She shivered softly as it gave a cold feeling over the sensitive skin, causing the soft length to twitch softly; sending a few tingles through her lower regions as the skin quickly healed.

Zecora pushed a small towel over towards Fluttershy as well; the pegasus picking it up and gently rubbing her member clean, glancing down at it again to see that the skin was completely healed, as if her crazy night with Pinkie had never happened. "Oh wow...that was fast. Thank you, Zecora." she added with a cute smile.

"Such a simple potion is no problem to mix, yet so much, it can fix." Zecora replied with a warm smile in reply, glancing down between Fluttershy's legs at her newly-healed member, seeing that it was slightly stiff now. "I take it you are ready then? If not, just tell me when."

"Oh, um...I'm ready, I guess." Fluttershy nodded softly, her cute blush returning as she leaned back against the wall behind her and spread her legs slightly, giving the zebra full access to her goods. "Go ahead, Zecora."

With a nod in return, Zecora got right to work; getting down on the floor between Fluttershy's legs, pulling over a small jar with her and leaving it beside the pegasus. She brought her snout down low and gently nuzzled the two hefty yellow balls, inhaling their heavy musk, causing her own striped cheeks to blush lightly from the arousing scent. Meanwhile her hoof stroked Fluttershy's length, causing it to stiffen further and twitch lightly against the soft hoof.

"Mmmnh..." The hermaphrodite pegasus moaned quietly from the soft teasing to her male bits, leaning her head back against the wall while her shaft grew and hardened against Zecora's hoof, quickly reaching its full size, throbbing and twitching more as a bead of precum formed on the tip. Her wings had spread out nicely along the wall as well, twitching softly with her member.

"Very good..." Zecora thought, becoming slightly aroused herself from the wonderful scent, bringing her snout back up as her tongue slipped past her lips, dragging up Fluttershy's length until it reached the tip, lapping up the drop of sweet and salty liquid from the tip. Her hoof came to rest around the base of the shaft as she glanced up at the pegasus with a lustful grin. "A very wonderful taste...not a single drop, will I waste."

"Mm, thanks..." Fluttershy smiled softly back down at the zebra, still blushing cutely from the soft pleasure. She watched as Zecora moved her snout back down again, gently slurping the tip of Fluttershy's member a couple times before bringing the first few inches past her lips and into her hot mouth, sliding her tongue along the underside of the tip at the same time. "Oooh...!" the pegasus moaned happily as her eager member throbbed against the slick tongue; her hoof instinctively moving up and gently pressing onto Zecora's head, as if trying to push her down further.

As Zecora suckled on the pegasus' member, her hoof moved down further and began to gently fondle the hefty orbs hanging below, feeling their weight as she slowly took inch after inch of the twitching length into her mouth. Her tongue continued to expertly tease the underside, only procuring more of the pegasus' warm seed, quickly being lapped up by the zebra's tongue.

"Aahh...!" Fluttershy panted and moaned in bliss, her hoof pressing slightly more firmly against Zecora's head as she leaned her head back a bit, her cheeks blushing even deeper from the zebra's expert oral work. "Nnh...you're good...Zecora!" she moaned, her hips instinctively bucking up slightly against the hot mouth servicing her throbbing length.

The zebra grinned mentally to the compliment as she kept up her work, easily taking roughly 3/4 of Fluttershy's length into her mouth, keeping her lips pursed tightly around it as she bobbed her head up and down steadily. Her hoof continued to fondle and massage the pegasus' balls, while starting to lightly tease the pair of moist lips below, only adding to the large pleasure.

Biting her lip gently now, Fluttershy continued to lightly buck her hips against Zecora's mouth, feeling her orgasm rapidly approaching now; her member throbbing harder and releasing copious amounts of precum, only to be quickly lapped up by the zebra's expert tongue. "Ooh...I'm gonna c-cum...Zecora!" she groaned, her wings twitching and flapping lightly against the wall.

Hearing this, Zecora doubled her efforts; pushing down even further and sinking the pegasus' member into her throat while making smaller, faster head bobs, only pushing Fluttershy's pleasure even higher. The feeling of the hot throat around her member easily pushed her over the edge; her hoof pushing Zecora's head a bit harder as she cried out blissfully, her member twitching hard and beginning to gush thick ropes of seed down the zebra's throat.

Zecora quickly pulled back slightly, letting Fluttershy's cum splash into her mouth and all over her tongue; groaning softly in bliss from the wonderful flavor of it. She gulped a couple times before letting the sticky liquid pool in her mouth and cheeks, collecting it until Fluttershy's orgasm slowed to a stop. She slowly pulled her head back, pursing her lips tightly as to not lose a drop of the precious fluids, before leaning over toward the jar and opening her lips slightly, letting all of the herm pegasus' cum flow out into the jar.

"Oh, Zecora...that was so nice..." Fluttershy panted, smiling at the zebra as her afterglow came over her, watching the zebra fill the jar with the sticky cum. “Is...that enough for you?“

“Mmm, a decent amount you have supplied...but it seems you still have more to provide.” Zecora replied with a playful smirk, licking her lips of the pegasus' essence as she raised her hoof again and stroked it along Fluttershy's member, feeling it still throbbing lightly.

“Nnnh...I-I'm kinda tired, Zecora...” Fluttershy groaned softly from the soft touch to her shaft, a drop of her warm seed forming on the tip again. She was somewhat tired, but at the same time, didn't want to disappoint the zebra that had treated her so well. “I can come back later...if you really need some more.”

Zecora lightly shook her head though, sitting up and gently pressing against Fluttershy's body, nuzzling her snout as well. “Now my dear Fluttershy, do not brood...with this mixture, your strength shall be renewed.” she added with a wink, giving Fluttershy's stiff length a gentle squeeze before returning to the shelf of bottles, picking up a medium-sized flask with a cork stuck in it, bringing it over to the pegasus and setting it down in front of her. “A swig or two of this drink for you, and the extraction shall continue.”

“Uhm...if you say so.” Fluttershy nodded softly, grasping the flask with both her hooves and biting the cork, pulling it out firmly before pressing the flask to her lips and taking a couple gulps of the strange-tasting liquid. “Mmmnh, blegh, this tastes awful.” she thought, making a funny face as she set the flask back down, though gasping quietly as it quickly began to affect her.

Zecora watched with a lustful smirk as Fluttershy moaned quietly, blushing again and leaning back against the wall as she felt her lust return quickly; her member throbbing and twitching once more as another drop of pre escaped the tip. With midclosed eyes, she panted softly while her wings spread wide and twitched as well, glancing over toward the zebra, seeing her lightly rubbing a hoof between her legs.

“Oh...Zecora, I feel so...horny...” Fluttershy slowly spoke, glancing back down between her own legs again; her eyes widening in surprise as she saw her member, now noticeably bigger than before, and slowly growing longer and thicker before her eyes. “Oh...oh my! What's happening?” she gasped, surprised and intrigued by the growth at the same time, watching as it continued to grow and grow, becoming a darker shade of yellow as it grew.

“Mmnh...one of my unique mixtures, providing much fun...sexual growth and aphrodisidac, all in one.” Zecora answered, sighing happily as she continued to lightly masturbate, Fluttershy not being the only one aroused by the sight of the growth. However, it wasn't only her member that was growing; the two hefty orbs below were swelling as well, plumping up nicely with the pegasus' seed.

The growth finally stopped after a couple more minutes, Fluttershy panting softly and lightly stroking her twitching length with one hoof, now a staggering 20 inches long, with a couple extra inches of girth as well; a size that would rival even the bigger stallions. “Ooh...Zecora...I...I need to cum...so badly...” she softly spoke as she glanced towards the zebra again, the aphrodisiac easily overwhelming her frail body. Her massive member throbbed in need, oozing a trail of precum down its length; the two orbs below now resting against the floor from their newfound size, slightly bigger than tennis balls, and filled to the brim with the pegasus' hot essence.

Zecora licked her lips softly, bringing her hoof up from her warm slit before turning around and sautnering over to the cauldron in the middle of the room. Lifting her hooves up over the rim, she leaned onto it, giving Fluttershy a wonderful view of her plump rear as her tail brushed out of the way. “Come then, I'm open wide...plunge yourself deep inside!”

Upon seeing the zebra presenting herself in such a fashion, the well-endowed pegasus' eyes widened slightly, her twitching wings flapping softly to help her get back up to her feet again. She was already feeling energy rushing back into her body from the potion she drank, and in just a moment, she was already firmly mounted on top of the zebra, her hooves pressed over Zecora's, while her huge member pressed firmly against the zebra's wide rump, throbbing eagerly against the firm cheeks.

“Mmnh..h-here it comes, Zecora...” Fluttershy softly spoke, panting softly as she pulled her hips back, sliding her huge member back until the tip of it pressed against the first opening she could feel, before giving a firm thrust forward.

“Aahh...!” Zecora cried, her eyes widening from the mix of pain and pleasure that resulted from the lusty pegasus' member pushing firmly into her snug rear. Zebra males were roughly this size in length, but not as thick as Fluttershy was, leaving the zebra unprepared for the sudden penetration. Her hooves gripped the rim of the cauldron a little tighter as she immediately felt the monstrous shaft push deeper inside, Fluttershy eager to roughly pound the tight hole.

“Oooh, yeahh...y-you're so tight!” the futa pegasus moaned, blushing deeper as she kept pushing her hips forward, quickly sinking about 15 of her 20 inches into the zebra's rear, before pulling back again and beginning to steadily thrust her hips back and forth, panting and moaning softly. Already loads of her pre were smearing along Zecora's insides, only helping the thick member slide back and forth.

Meanwhile, Zecora was still recovering from the rough penetration, though most of the pain had quickly faded into pleasure as it was followed up immediately by the pegasus' thrusting. Her already moist nether lips were dripping slightly by now, a couple drops of her warm essence hitting the floor below her. “Nnnh, wonderful, my lusty pegasus...it has been long since I've felt such bliss!”

Fluttershy was too enraptured with the wonderful pleasure coursing through her to hear the zebra clearly; her hips still firmly bucking against the zebra's plump rear while more and more of her thick precum oozed from her throbbing member. She could also feel her swollen balls slapping against Zecora's moist slit, wetting them with some of the warm juices flowing from it. “Ooooh...s-so nice...Zecora!” she moaned, her mouth hanging open slightly as she panted and moaned from the huge pleasure.

As the pegasus continued her thrusting, her wings flapped steadily to help put more power behind each thrust, smacking her crotch against Zecora's plump rear each time. Said zebra was having to hold tighter to the cauldron as to not be pushed into it from the lusty pegasus' rough thrusting, her hooves tightly grasping the rim as she panted heavily. The tight insides only seemed to squeeze tighter around Fluttershy's shaft, as if trying to milk her orgasm even faster.

“Aaah...ooohh, yes...” The futa pegasus continued to pant and moan in bliss, closing her eyes as her hooves grasped Zecora's flanks even tighter; her wings flapping slightly harder as her thrusting became more erratic, pounding her crotch against the zebra's rump even harder still. She could already feel her orgasm rapidly approaching; loads of her warm precum flooding the zebra's insides while her member throbbed hard, releasing a glob of precum with each throb it gave. “Nnh...I'm gonna...c-cum!”

Groaning in pleasure and slight annoyance, Zecora held tightly to the cauldron with one hoof while reaching back with her other, starting to firmly rub over her moist nether lips; her own orgasm still a ways off compared to the incredibly horny pegasus'. Her potion had a greater effect than she had thought though, providing much higher levels of arousal to Fluttershy than other ponies she had given it to.

The pegasus cried out blissfully as she quickly reached her orgasm, forcing her swollen length as deep inside the zebra's backdoor as she could, before it unleashed a powerful stream of her essence, rapidly filling Zecora with loads of the steamy liquid. “Ooh, Zecora...” she moaned, panting heavily as her hips continued to lightly buck back and forth; loads of her cum gushing out around her member and splashing all over her crotch and hefty orbs.

“Nnh, such a load, you do astound...you're making me so big and round!” Zecora panted, her cheeks lightly blushing as she felt her belly distend with the pegasus' seed, pressing against the cauldron as she continued to lean against it. Before she could be filled any more though, she lightly pushed back against the pegasus, sliding her back a bit before pulling her hips forward in a quick motion, sliding the spasming member out of her; seed splashing all over the floor as the pegasus' powerful orgasm continued still.

With a surprised gasp, Fluttershy fell forward against the cauldron, holding onto it while glancing down at her zebra friend, seeing her quickly pulling over a large jar and placing it beneath her throbbing length, letting her steamy essence slowly fill the jar. “Oooh, that was...s-so wonderful, Zecora...” Fluttershy softly spoke between her own exhausted panting, feeling her powerful afterglow starting just as her orgasm died down; the large jar below her shaft nearly overflowing with her seed.

“That, I am glad to hear. Your large output, I very much endear.” Zecora replied with a soft smile up at the pegasus, gently patting her huge member as she pulled the jar away, hoisting it up and placing it on the nearby counter. “Such a vast amount of seed you did provide. A hefty repayment, I shall decide!”

Fluttershy blushed and smiled in return, before shaking her head softly. “That's okay, Zecora. That wonderful moisturizer was payment enough.” she giggled softly, getting back onto her feet again as her wings slowly folded back again. “Speaking of which...this isn't permanent, is it?” she asked, glancing down between her legs at her massive member, still somewhat hard but quickly softening in the wake of her huge orgasm.

“The potent mixture does very well empower, but it should wear off within the hour.” Zecora nodded softly, watching as the pegasus slipped her dress back on, making sure that it covered up her soft member.

“Thanks, Zecora.” Fluttershy smiled in return as she opened the front door again. “Um...if you ever need more, just...come over and ask, okay?” she added with a soft blush, keeping her cute smile toward the zebra.

“Of course, my dear. Though I suspect this amount will last much of the year.” Zecora replied with a chuckle, patting the side of the full jar on the counter. Fluttershy giggled softly as well and nodded, before waving goodbye to her zebra friend and exiting the little hut.

“Mm, that was a lot of fun...” she thought with a happy sigh as her wings flapped softly, gliding her over the dirt road back toward Ponyville. “I should visit Zecora again some time, if she's going to have wonderful potions like that.” she thought with a slight grin. Upon arriving at her home, she removed the dress again and got right into the shower, feeling quite dirty not only from the party last night, but from all of her fun with Zecora as well.

As she exited the shower though, she heard a knocking at her front door; quickly approaching the front window still wrapped in a towel, glancing outside and gasping softly as she saw two royal guards standing outside her door. “Oh no...what do they want?” she thought, quickly zipping over to the closet and putting on the first dress she could grab, before running back over to the front door and opening it, smiling nervously at the two guards. “What can I help you with today, uhm, sirs?”

“Greetings. Are you busy right now, ma'am?” One of the guards asked, glancing down at the nervous pegasus.

“Well, uh...not really.” Fluttershy responded, lightly shaking her head. “What do you two need from me?”

“The princess has arrived here to visit you, Fluttershy.” the other guard answered, before both of them stepped aside, revealing the familiar sun princess, smiling warmly as she walked up the dirt path to Fluttershy's cottage. The pegasus' eyes widened in surprise, though she tried to keep an inconspicuous smile as the regal alicorn approached.

“Greetings, my dear Fluttershy. How are you on this fine day?” Celestia asked as she reached the door, smiling down at the timid pegasus.

“O-Oh, I'm..f-fine, princess.” Fluttershy stammered, smiling nervously in return, shivering lightly as well as she backed up a bit into the doorway. “C-come in, princess. What brings you here today...?”

“Many thanks, my dear.” The princess spoke softly as she entered the cottage, having to lean her head down a bit to fit through the door. “I simply haven't visited the kindest pony around in such a while, I thought it would be nice to see her.” she explained, keeping her warm smile.

“Is she serious?” Fluttershy thought with a confused look, though going along with what Celestia said for now. “Uhm, okay...shall I prepare us some tea?” she asked, glancing over toward the kitchen.

“That would be wonderful.” Celestia replied with a nod, before walking over to the couch in the small living room and delicately sitting on it, watching as Fluttershy hurried off to the kitchen, returning in a few minutes with a teapot in her mouth and two saucers with teacups on her wings. The pegasus quickly set the two saucers down, and filled both cups with the steaming tea, before sitting down beside the princess, smiling nervously still.

“So...um, how's life in Canterlot, princess?” Fluttershy asked, lightly lifting her teacup and sipping from it , trying not to shiver too much in her nervousness while Celestia's cup levitated up near her own snout.

“Better than usual, believe it or not.” the princess giggled softly before sipping her tea gracefully. “Speaking of Canterlot, I also came here to invite you to a party at the castle this Saturday.” she added, her horn glowing softly before a scroll teleported in front of her, and levitated gently down onto the table.

“Oh...?” Fluttershy's eyebrows raised a bit as she glanced at the scroll. “You're inviting me...to one of those high-class Canterlot parties?”

“But of course, my little pony. I thought you would be a wonderful addition to the guests attending.” Celestia replied, before taking another sip of her tea, smiling warmly at the pegasus. Reaching for the letter, Fluttershy quickly unfurled it and began reading the fancy handwriting that covered it.

Dearest Fluttershy,
I, Princess Celestia of Equestria, do cordially invite you to Canterlot Castle in Canterlot, for a social gathering this upcoming Saturday. Many of the Canterlot elite will be in attendance, along with some visitors from the Gryphon kingdom. If you choose to attend, formal attire will be required.
Regards,
Princess Celestia

“Oh, I would love to, Princess.” Fluttershy smiled up in return to the alicorn, her wings fluttering lightly in joy, though at the same time, she was somewhat wary of the princess who had just harshly punished her less than a week ago.

"Wonderful, Fluttershy." Celestia replied, lightly sipping her tea until the cup was empty, before setting it down on the saucer again. "I'm sure the Canterlot elite will greatly enjoy your presence. Now, if you'll excuse me, I must return to Canterlot." she added, standing up from the couch and spreading her huge wings. "I apologize for having to leave so quickly."

"Oh...it's no problem, Princess. I know how busy you can get." Fluttershy giggled lightly, setting her teacup down as well before standing up with the alicorn. "I'll see you at the party then, I guess?"

"Of course, my dear." Celestia nodded, before walking over toward the door. "See you there!" she added, smiling back toward the pegasus before she left, walking back down the road toward her carriage as the two guards followed. “Hehe, you've still got it, Celestia! Still striking fear into ponies even without the Royal Canterlot Voice.” she thought with a soft giggle.

"Whew....that was close." Fluttershy sighed in relief once she closed the door, glancing out the window as the guards lifted Celestia's carriage and pulled it away into the sky. "Why did she pick me, out of all ponies, though?" she thought, still rather confused about why Celestia seemed to be so quick to forget about her punishment.

“Hm...oh well. If she was telling me the truth, then I should be back to normal by the time that party happens.” The pegasus continued as she returned to the small table and took both the saucers again, going to the kitchen to wash them. “I still haven't told Rainbow Dash though...I don't want to keep this a secret from her when all of my other friends know about it.” she thought, sighing lightly.

End Ch.6

Chapter 7: Rainbow Dash

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

“Wow, are you serious?” Rainbow Dash asked with excitement in her voice, glancing at the blank-covered book in her hooves, before back up at the lavender unicorn beside her. “You, of all ponies?”

“Hehe, I'm quite the reader, Rainbow Dash. Of course the author would pick me to pre-read it.” Twilight giggled softly, her horn glowing as she opened the cover of the blank book, revealing the words “Daring Do and the Kingdom of the Crystal Skull” across the first page.

“Well jeez, I knew you liked the series, but I didn't think the series liked you just as much!” Rainbow teased, giggling a bit herself as she flipped to the next page, glancing over the chapter list. “I guess I get to read the new books before everypony else too, huh?”

“Technically I'm not supposed to let anypony read them, but I suppose I can make an exception for Daring Do's #1 fan.” Twilight winked playfully, her horn glowing once more as she levitated over a sandwich that was resting on the small table nearby.

“Ah, yeah...that's cool of you, Twilight.” The pegasus smiled wide, hugging the book to her chest as her wings flapped a bit in joy. “You suppose it wouldn't be too much if I told Fluttershy about this too? I think she's starting to show some interest in the series after I brought some of the books over to her place a couple weeks ago.” she added, before putting a hoof up to her chin in thought. “Say, where's she been lately? I haven't seen her around much, and when I did see her, she was acting kinda weird.”

Hearing the pegasus' name startled Twilight slightly, causing her to cough a bit on the bite of sandwich that she was chewing, before swallowing what she could quickly. “Ah, heh, dunno! Maybe she's just busy with her animals! I haven't seen her recently.” she spoke rather nervously, smiling back as inconspicuously as she could.

Raising an eyebrow, Rainbow tilted her head to the side a bit as she glanced toward Twilight. “You sure? Last Sunday I saw her leaving here early in the morning. She was over here with you, wasn't she?”

“Uhm...n-no, not at all! I don't remember her coming over.” Twilight lied, smiling inconspicuously still while her eyes darted back and forth, before glancing back toward Rainbow again. “Maybe she came to see Spike or something? I dunno!”

The pegasus stared now with a look of suspicion, crossing her arms. “Twilight, it must have been six or seven in the morning. I don't think Spike wakes up that early on a weekend.” she replied, glaring a bit. “What are you hiding from me, huh?” she added, moving up closer to the unicorn, getting in her face a bit as she tended to do.

“N-nothing, honest!” Twilight stammered, shaking her head and backing up a bit as Rainbow Dash closed in on her, though finding her back pressed against the bookshelf behind her. “She's probably home right now, you should go see her!”

“Hmph.” Rainbow Dash snorted a bit in annoyance, backing up again and folding her wings as she floated to the floor again. She knew Twilight probably wasn't going to tell her, and wasn't really wanting to harass the nerdy unicorn further, when she could just go see Fluttershy directly, more likely to get an answer out of her. “Yeah, whatever...see you later, Twi.” she added, before turning and leaving the library, Twilight sighing softly in relief once the pegasus was gone.

“She's definitely hiding something from me...better not be another lame superhero plot to try and teach me a lesson!” Rainbow Dash thought as she took off towards Fluttershy's house. Thinking back on her previous times seeing Fluttershy, she remembered that she was always wearing a dress. “Hm...that could have something to do with it. What's she hiding under that dress?” she thought, approaching the yellow pegasus' house after a quick flight.

After knocking on the door, it promptly opened, revealing the nicely-dressed shy pegasus. “Oh, um...hey Rainbow Dash.” she meekly replied, smiling softly. “What brings you here tonight?”

“Uhh...” Rainbow Dash started, having not really thought much about how she would go about this. Quickly getting an idea though, she smiled back at the yellow pegasus. “I just uh, wanted to come hang out with you for a bit, maybe a sleepover?” she suggested, trying to sound as sincere as she could.

“A sleepover?” Fluttershy repeated, a wave of worry washing over her for a second as she thought about it. “A sleepover now? I'd have to be really careful about hiding it...I suppose...I can't just turn down Rainbow like this.” she thought, before nodding softly. “Um, sure...sounds good to me.” she smiled softly again, backing up from the doorway to allow the rainbow pegasus inside.

“Okay, whew, she bought it.” Rainbow Dash mentally sighed in relief as she walked inside, following her pegasus friend over into the living room. “So...what's up? Haven't seen you around very much, lately.” she asked, hopping onto the couch and lounging back on it, trying to be as casual as possible.

“Nothing much...just, you know, the usual.” Fluttershy replied softly, sitting down in one of the chairs near the couch, making sure her dress continued to cover up her lower body.

“Yeah, yeah....” The pegasus nodded. “Same here, been practicing my flight routine n' stuff. Almost got it perfected.” she added with a confident smirk.

“Oh, how wonderful.” Fluttershy smiled in return, nodding lightly. “And I'll certainly be ready to cheer you on when you're trying out for the Wonderbolts!”

“Heheh, thanks.” Rainbow Dash chuckled, her wings giving a couple soft flaps as she sat up again on the couch. “And I take it you're gonna be wearing one of those dresses as well? You seem to be wearing dresses a lot lately, huh?”

Fluttershy blushed to the comment, but nodded and tried to keep up her smile. “Y-Yeah...I've been working on my sewing quite a bit lately, and thought I'd try out some of my dresses.” she lied, stroking a hoof over the soft dress covering her. “Do you like them?”

“Yeah, they're nice.” Rainbow nodded as well, chuckling a bit. “Damn...well, not really expecting her to just come out with it right away.” she thought, trying to think of a way that she could inconspicuously see underneath the dress.

“So...anything you wanna do, Rainbow?” Fluttershy asked, her cute smile returning once more as she moved the conversation away from her dress. “I mean...a sleepover isn't much of a sleepover if we just sit around and talk, right?”

“That's it!” the rainbow pegasus grinned wide, her friend's words sparking an idea in her head. “Yeah! We should totally play one of my favorite games!” she replied, flapping her wings as she took to the air, flying over to another room and opening a familiar bin, grinning as she pulled out a slim square box labeled “TWISTER”. “Heheh, perfect!” Rainbow Dash grinned to herself, bringing it back out to the living room. “How about this?” she asked, holding up the box to show Fluttershy.

Blinking a bit, Fluttershy recognized the colorful box her friend was holding up, having forgotten that she even owned that game. “Oh...sure, I guess.” she nodded softly, though of course, she would rather not play a game that required such close physical contact.

“Alright, she took it. I'll find out what's under that dress in no time!” Rainbow Dash thought with a grin, opening the box and quickly setting up the game, which was really just a big mat with various colored spots all over it, and a small square of cardboard with a spinner on it, decorated with colors that corresponded to the mat.

“Angel honey, could you come help us with this?” Fluttershy called out as she stood up from the chair and walked over to the mat, the little bunny quickly entering the room and hopping over to the colored cardboard square, glancing down at it and sighing softly. Smiling towards Rainbow Dash, Fluttershy stepped onto the mat with her. “Ready, Rainbow?”

“Ready as I'll ever be!” she replied back with a grin, stepping onto the mat as well, before Angel grabbed the little plastic arrow on the board and spun it, the two ponies watching as it whirled around and around, finally slowing and coming to a stop as it pointed towards the blue area. “Front-right-blue.” The blue pegasus called out, lifting her front-right hoof and placing it on one of the blue spots, while Fluttershy did the same.

Spinning the arrow again, Angel watched as it spun rapidly before landing in the green area this time. “Back left, green.” Fluttershy softly spoke, glancing around the mat before spotting a green circle, turning around and placing her back-left hoof on it, while Rainbow did the same, though with a spot on the opposite side, causing her head to be closer to Fluttershy's rear.

“Almost...” Rainbow thought after a quick glance towards her friend's rear, before turning back towards Angel, watching him spin the arrow again, stopping in the red area this time. “Front-left, red!” she called out, glancing around and smirking a bit, finding a red spot that was in the perfect position. She had to lay down to reach it, keeping her other hooves on the other two spots while she stretched her front leg over to the red spot, her head touching the mat now. “I should have the perfect vi-huh?” she blinked a bit as she looked up, expecting to see the underside of Fluttershy's body, however, the pegasus had reached over to a red spot on the other side, crossing her body over Rainbow Dash's horizontal position, causing her leg and flank to obscure her crotch from sight.

“Damn!” she groaned softly, glaring lightly up at the other pegasus, sighing lightly. “If I could just-”

“Front-right, yellow!” Fluttershy cheerily called out, interrupting Rainbow Dash's train of thought as she reached her front-right hoof over towards the nearest yellow spot, Rainbow grunting a bit as she did the same while keeping her other hoof firmly against the red spot, moving herself slightly closer to the yellow pegasus. She still couldn't see underneath the dress though, only the sides. “Doing okay so far, Rainbow?” she added with a giggle, smiling over at the blue pegasus, who was still sprawled out on the colored mat, keeping her four hooves touched to the four colored spots.

“Yeah, yeah, I'm fine. Spin it again, Angel.” Rainbow replied, glancing over at the rabbit who sighed softly and spun the little arrow again, this time landing in the green area again. “Hm...back-right, green?” the pegasus read off the little board, glancing down at her back legs and smiling a bit; this combination allowing her to flip her body over, moving her back-right hoof to a green spot on the other side of her. In the process, she arched her back up a bit, trying to press up against the pegasus' crotch, blushing lightly as she felt something warm and fleshy; feeling the pegasus' sheath pressing against her back. “What in the name of Celestia is that?!”

Blushing softly to the touch, Fluttershy glanced down at Rainbow Dash, before quickly flapping her wings a bit, lifting her right leg and rolling her body over while keeping her back-left on the floor, lifting herself off of Rainbow Dash's body now. “Hehe...t-tricky one...” she softly spoke, trying not to seem suspicious, though she was sure that she felt Rainbow Dash's fur rubbing along her sheath.

The blue pegasus groaned softly in annoyance, though raised an eyebrow as she glanced back at Fluttershy. “What is she hiding under there? Felt like a lump or extra skin or something...” she thought, glancing a little lower down the yellow pegasus' body for a moment. “You got that right...next spin, little man.” she replied, turning back towards the rabbit again, who moved his paw onto the arrow to spin it again. Just as he was about to spin it though, the cuckoo-clock on the wall started dinging as the hours hand reached 7PM.

Fluttershy blinked a bit, looking over at the clock again, watching as the little birdie on the top popped in and out of the little door on it. “Oh, please excuse me Rainbow Dash, I have to tend to a few of my nocturnal animals tonight.”

“Heh, that's alright. I could lend you a hoof.” Rainbow replied with a soft smile, stepping off the mat and following Fluttershy outside, over to a rather large tree with a locked box at the base of it. Opening it up, the yellow pegasus fished out what appeared to be a nail file, holding it in her mouth as she flew up into the tree; Rainbow Dash watching as she approached a rather large owl, smiling and gently lifting one of its talons, starting to file it lightly. “So, uh....you need any help?”

“Oh, sure...could you get out the feed bag out and pour some of it into the feeder there?” Fluttershy replied, pointing towards a large bird feeder hanging from the tree, before switching to the avian's other talon. The other pegasus nodded, looking down into the box and pulling out a heavy white bag, before glancing back up again, squinting a bit as she tried to look beneath Fluttershy's dress, but in the dim light, it was rather hard to see much from where she was.

“I'll just get a little closer, then...shouldn't be too hard.” Rainbow thought, grunting a bit as she hoisted up the bag and flapped her wings, carrying it up to the feeder before tipping it slightly, pouring the mix of various seeds into the feeder. As it poured out, she glanced up once more, though Fluttershy had moved on to an owl now, facing towards Rainbow Dash, leaving her crotch mostly obscured by the dress again. “Damnit...whatever she's hiding under there, she's hiding it good...” she grumbled softly, lifting the bag back up again as the feeder was completely full, setting it back down in the box again. “Anything else?”

“Um...” Fluttershy thought for a moment, pressing a hoof to her chin. “Not that I can think of...unless you know how to file avian talons.” she added with a soft giggle, poking her tongue out playfully before returning to filing the owl's talons.

“Heheh, whatever ya say...” Rainbow Dash chuckled softly as well, taking a seat on the soft grass beneath the tree as she watched Fluttershy work, going around to the various avians and lightly filing their talons, keeping them neat and sharp. Craning her neck around a bit, she kept trying to glance between the other pegasus' legs, though most of the time, finding her crotch obscured by either her legs or the dress. “I've gotta get directly underneath her...” she thought, lightly flapping her wings as she stood up again.

Fluttershy was higher up now, inspecting a wound on one of the smaller owls' wings. “Alright, she's not paying attention...shouldn't be too hard from here.” Rainbow thought, flapping her wings a little harder to lightly ascend, keeping her eyes focused on the yellow pegasus. Groaning softly, she watched as her friend sat on a branch, concealing her crotch behind the dress for the moment. “Darn it...every time I get close she moves!”

“Oh, hey Rainbow...did you want to help me after all?” Fluttershy smiled warmly, trying her best to sound inconspicuous, crossing her legs a bit as she sat on the branch, hiding her crotch even more. “I hope she didn't see anything...” she thought, gulping lightly.

The blue pegasus sighed softly, shaking her head as she became level with the other pegasus now, crossing her arms over her chest. “I want to know...what are you hiding from me?” she asked, getting rather annoyed with trying to discretely discover it. “What's underneath that dress?”

Upon hearing this, Fluttershy's cheeks immediately flushed red in embarrassment; the nail file slipping from her hoof and falling to the ground below. “I...I um...” she stammered, trying to avert her eyes from Rainbow Dash's, but the blue pegasus' stare was a piercing one.

“Come on, Fluttershy. There's no sense in hiding it, I know you've got something under there!” Rainbow Dash growled lightly, though trying her best not to sound annoyed as she approached Fluttershy; only causing her wings to flap as well, pushing her backwards away from Rainbow Dash. “Twilight was acting really suspicious and wouldn't tell me anything about you...what's going on, Fluttershy?”

The timid pegasus only gulped softly, shaking her head a bit as she hovered in the air beside the branch. “I...I don't know, Rainbow Dash...” she spoke in almost a whisper, before closing her eyes and darting towards her home, flying in through the closest open window.

“Hey, get back here!” Rainbow growled as she chased after Fluttershy, though getting caught on the windowsill, missing the mark by a bit. “Come back here! You're gonna show me what's under that dress whether you like it or not!” she shouted, slipping in through the window and looking around, not seeing Fluttershy anywhere in the living room where she was hovering. “Where'd you go? C'mon, Fluttershy!” she called out, glancing over towards the small hallway as she heard light thumps on the floor, seeing Angel hopping up to her.

“Huh? What do you want, squirt?” she asked, watching as the little rabbit gently lifted her right-front hoof up, while at the same time, pointing down the hallway toward Fluttershy's bedroom. “Oh, she's in there, is she?” the mare continued, seeing the door lightly cracked open. “Thanks, little dude. Time to go get some answers.” she added, lightly patting Angel's head before lightly flapping her wings and heading towards the yellow pegasus' bedroom.

Upon entering, she flipped the light switch on and glanced around, seeing nobody at first. “Come on, Fluttershy. I know you're in here.” she called out, taking a few steps into the room, her ears twitching lightly as she heard something shaking underneath the bed. “Fluttershy, come out from under there. I just want to talk with you.” she spoke, trying her best to sound calm despite her agitated state, walking up to the side of the bed and leaning down, spotting the yellow pegasus shivering under the bed.

“You...promise you won't do anything rash?” Fluttershy softly replied, glancing back into the blue pegasus' eyes as she slowly crawled out from under the bed, peeking her head out from under the side of the frame.

“Yeah, yeah, just come out of there already.” The blue pegasus replied, reaching down and grabbing Fluttershy's hooves, pulling her out from under the bed, before helping her to her feet. “What's going on? What are you and Twilight hiding from me?” she asked, glancing into the other pegasus' eyes with a look of both annoyance and slight worry.

Gulping softly, Fluttershy looked at the floor for a moment, before glancing back up into Rainbow Dash's piercing gaze. “Well...it's a long story, Rainbow Dash...to sum things up, Princess Celestia didn't like some things that me and Princess Luna were doing, so she gave me a week-long punishment.” she softly spoke, trying her best not to sound nervous. “I didn't want anyone to find out about it, so I started wearing these dresses to cover it up.”

“But what is it? What did Celestia do to you?” Rainbow persisted, becoming a bit more worried at the term 'punishment'. “And yeesh, what were you doing with Luna that pissed her off so much? That's the real question here.” she thought at the same time.

“You...promise you won't hate me or think I'm weird?” Fluttershy spoke even more quietly, blushing a bit as she grasped the dress, gently holding onto it as she glanced at the other pegasus through the separation in her pink hair.

“Come on, Fluttershy. I'm your best friend.” Rainbow Dash lightly rested her hoof on Fluttershy's shoulder, grinning slightly in a re-assuring manner. “I wouldn't think you're weird no matter what.”

“If you say so...” the timid pegasus replied, a tiny smile appearing on her face from her friend's reassurance, slowly pulling her dress back and sliding it off her body, lightly tossing it onto the bed, leaving her body bare once more. Rainbow Dash glanced down once the dress was fully off, blinking a bit in disbelief, before her jaw dropped a bit.

“Is that...??” she spoke; eyes widening in surprise as she gazed upon Fluttershy's package, honestly not expecting something of this nature. “What in the hell? Celestia turned her into a stallion or something??” she thought, shaking her head a bit. “Fluttershy, what is this? Is this Celestia's punishment?”

“Y-Yes...it is...” Fluttershy nodded softly, her face flushing red in embarrassment; not exactly sure what her rainbow friend was thinking of her yet. “It's the only thing she added, though...the rest of me is still the same. Twilight tried to remove it with her magic, but couldn't, so I've just been hiding it with my dresses.” she admitted, nervously fluttering her wings a bit and looking at the floor slightly.

“Huh.” Rainbow Dash rubbed her chin a bit, still processing all the information the other pegasus was giving her. “So...Celestia got pissed and gave you a dick, so that's why you've been acting all strange and wearing dresses?” she asked, raising an eyebrow towards the yellow pegasus. “Has anyone else found out about it?”

“Well, um...yeah...” Fluttershy nodded softly, still blushing in embarrassment. “Over these past few days the other four found out...as well as a couple of others that I've seen.” she added, glancing back towards Rainbow Dash again. “I wanted to tell you too, but...I was scared you wouldn't like me anymore...”

Rainbow Dash groaned in annoyance, putting her hoof against her face. “Going around and telling everyone except your very best friend isn't the best way to make her still like you, Fluttershy.” she sighed, shaking her head a bit. “Whatever, it's no big deal...I'm just glad you're not hurt or sick.” the pegasus added, gently placing a hoof on Fluttershy's shoulder again. Glancing down at the timid mare's package, she couldn't help but get at least a few dirty thoughts in her head, despite her efforts to not think about it.

“I'm sorry...I really was planning on telling you, I just didn't know how I'd bring it up to you...” Fluttershy replied, gently hugging the blue pegasus and nuzzling her neck.

“H-heh...yeah, no problem...” the rainbow mare blushed a bit to the sudden hug, though lightly wrapped her arms around Fluttershy in return, gently patting her back. “So, um...I was curious....does it actually work?” she asked as Fluttershy pulled back from the hug. “I mean...magic is pretty advanced, isn't it?”

“Well, yes...it does work, from what I can tell.” Fluttershy nodded softly, blushing lightly again as she glanced down at her soft member. “I can't pee from it...but I can...well...orgasm from it...” she added, blushing a little deeper.

“Oh? You can?” Rainbow tilted her head a bit, feeling a bit more curious now, though mostly spurred on by a couple lingering naughty thoughts. “What does it feel like? Is it any different than normal?”

Gulping softly, Fluttershy took a breath before speaking. “It's...certainly a lot different, for the most part. It doesn't feel better, but it feels good in ways that my normal orgasms don't...I'm not really sure how to describe it.” she spoke softly, biting her lip gently as she was also fighting to keep dirty thoughts out of her head, not really wanting her member to stiffen in front of Rainbow Dash.

“It does, huh? Hm...maybe I should talk Twilight into giving me one some time, as well.” Rainbow Dash replied with a soft chuckle, blushing lightly as well. “Always wondered if stallions feel it differently than we do.” she added, grinning a bit. “Oh jeez, am I dreaming or what? Fluttershy's got a cock and we're all alone here at night...” she thought, her cheeks reddening a bit more as she fought harder to keep her dirty mind at bay.

“Hehe, yeah, it does feel good knowing that there's a difference.” Fluttershy giggled softly as well, unaware of her member stiffening lightly between her legs, all the talk about sex having easily gotten through her subconscious. With another quick glance, Rainbow Dash had spotted it, noticing that it was slightly longer than it was just a minute ago, making her blink a couple times in surprise.

“S-so...one more question, when you cum...is it...you know, stallion cum?” she asked, trying not to sound too nervous. “Or is it just your regular cum? Oh, and do you cum from your vagina as well?” she blurted out, her curiosity having taken hold of her thoughts again.

“From what I can tell, it's just like a stallion's cum...all thick and goopy.” Fluttershy answered with a soft nod, biting her lip gently and blushing harder now as she felt her member stiffening now; quickly closing her legs. “Oh...I'm sorry, Rainbow Dash...” she spoke softly, her face flushing red with embarrassment. “I can't help it...it just seems to get hard at the slightest thoughts of sex...”

“Oh! I don't mind, it's okay!” Rainbow Dash giggled a bit, though her blue cheeks were quite red as well. “I guess, uh...now you get horny easily, just like stallions do?” she joked, poking her tongue out a bit. “Wow, how much bigger is that thing gonna get?” she thought, immediately glancing back down again as Fluttershy spread her legs out, seeing her member almost fully stiff, quite a bit larger than in its soft state. “Well...not as big as most stallions, but damn, still pretty big!”

“Y-yeah...I've noticed that...ever since I got it, I seem to get horny really easily...thinking about sex for so much as a minute will make it really hard like this.” the shy pegasus softly replied, her wings spreading out slightly in addition to her stiffening member, as her arousal slowly increased. “It's a wonder how stallions manage to keep it down all the time...”

“Heh...yeah...” Rainbow chuckled softly and nodded, though her eyes were fixated on Fluttershy's now fully-aroused member, throbbing lightly at its proud twelve inches as a small bead of precum formed on the tip. “Sweet Celestia that's hot...” she thought, biting her lip gently. “You...mind if I feel it a bit? I'm just really curious...” she asked, lifting her front-right hoof towards Fluttershy, glancing up towards her face again.

“Oh, um, sure...I don't mind, I guess...” Fluttershy replied quietly, still blushing as she spread her legs a bit wider, giving Rainbow easier access to her stiff member. “Just, uh, don't rub it too much, okay? It's really sensitive...” she added, her member giving soft throbs and twitches in arousal as another bead of pre formed on the tip, the first one having slid down the length.

Extending her hoof further forward, the blue pegasus gently pressed it against Fluttershy's twitching member, feeling it throb lightly against her hoof as she lightly stroked it. “Wow...you weren't kidding, Fluttershy...you're rock hard.” she spoke, still blushing lightly along with her friend, rubbing her hoof up and down Fluttershy's length, smearing the two drops of warm precum along it. Her other hoof slid down lower and began to rub the two hefty balls hanging below, feeling their warmth and weight against her hoof.

At this point, Fluttershy wasn't the only one becoming aroused though; watching as Rainbow Dash's wings slowly spread apart as well. “Mmnh...R-Rainbow...” Fluttershy quietly moaned, midclosing her eyes to the gentle pleasure of having her eager cock stroked, only producing another bead of precum from the tip; her wings spreading all the way out now as she became fully aroused. She watched as the rainbow-maned pegasus slowly brought her head in closer, before sticking her tongue out and dragging it up the length, slurping up the precum along the way.

“Mmm...! Wow, that's tasty...” she thought, licking her lips a bit while her hoof continued to rub up and down Fluttershy's member, unintentionally speeding up a bit though. Going in for another lick, she pressed her tongue more firmly against the base of the shaft and dragged it up all the way to the tip, causing the timid pegasus to moan cutely, loving the soft licks and rub to her member.

“Ooh...R-Rainbow, don't...” the yellow mare began, causing Rainbow to quickly pull away and sit up again, blushing deeply.

“I-I'm sorry, Fluttershy! I just got...carried away...” she apologized, her face flushing red in embarrassment, though her wings were fully spread in arousal as well; her nether lips nice and moist as well. “You're just so hot...with a cock, like that...”

Fluttershy smiled a bit and giggled softly, before moving closer to Rainbow Dash and cuddling against her. “Hehe...Rainbow Dash...I was going to say...don't stop.” she softly spoke, nuzzling the other mare's snout affectionately. “You seemed to be really enjoying yourself...and so was I...so go ahead, Rainbow...” she added, smiling softly towards Rainbow Dash.

Sighing in relief, the blue pegasus gently hugged Fluttershy in return, cuddling her back and nuzzling her snout gently as well. “Heheh...thanks, Fluttershy...” she replied, giving the yellow pegasus' cheek a gentle peck. She could feel the stiff member pressing between them now, still throbbing lightly, eager to be played with some more. After another moment of cuddling, Rainbow Dash gently grasped Fluttershy's shoulders and laid her down on the rug, leaving her belly-up, with her member standing up proudly from her crotch.

“You taste really good, Fluttershy...better than most stallions.” Rainbow Dash complimented as she knelt down between Fluttershy's legs, gently grasping her member again and stroking it slowly, watching another bead of precum form on the tip.

“Mmnh, thank you...” Fluttershy softly replied, moaning quietly as the gentle pleasure returned; watching Rainbow Dash lean down again and begin to slurp over the tip of her member, lapping up the warm precum that was flowing out. “Aah...and your tongue is...really nice, Rainbow...!”

“Heheh, 'course it is, Flutters.” the blue pegasus chuckled and grinned, giving the futa pegasus' member a few more teasing slurps, before pressing her lips to the tip and beginning to slide it into her mouth, slowly taking in the first few inches while her hoof slid down lower, stroking and fondling the pegasus' balls once more.

Fluttershy's moans and panting increased in volume slightly as she felt her member slide into the warm mouth, twitching more against the pegasus' tongue as it slid along the underside. “Oohh, yes...Rainbow...” she moaned, closing her eyes as her hoof instinctively moved down to Rainbow Dash's head, lightly pressing down on it.

"Mmm...looks like you haven't lost your touch, Dash." Rainbow thought with a mental grin as she slowly pushed her head down further, sliding the futa pegasus' member deeper and deeper into her mouth, until it bumped against the back of her throat, a little over halfway inside. She paused for a moment, continuing to fondle and rub Fluttershy's balls a little longer, before slowly beginning to bob her head up and down, dragging her tongue along the underside.

"Ahh...! Oh yes...that's wonderful, Rainbow!" Fluttershy moaned, her hips lightly bucking upward in response to the blue pegasus' skillful blowjob, rewarding her with more globs of warm precum. Her hoof was still lightly pressing onto the rainbow mane, gently pushing Rainbow Dash's head down each time she came back up, eager to slide her member even deeper into the hot depths of the pegasus' mouth. Glancing down towards her, she blinked a bit in surprise; the sight before her baring a striking resemblance to the dream she had a couple days earlier.

Panting softly through her nostrils, the blue pegasus kept up her oral work, feeling the tip of the futa cock bumping against the back of her mouth with each bob, while her tongue continued to slurp up and down the length, catching any flowing precum that escaped. "Mmnh, so delicious..." she thought, blushing as she slipped her other hoof down between her legs and began to firmly rub over her own nether lips, which were dripping wet with arousal at this point.

Fluttershy continued to pant and moan in bliss meanwhile, her wings twitching and lightly fluttering against the rug as her member throbbed harder in Rainbow's mouth, already feeling her orgasm rapidly approaching, signaled by glob after glob of her warm precum flooding into the blue pegasus' mouth. "Ooohh...Rainbow...I'm gonna cum...!" she panted, blushing even more deeply as her hoof pressed down a little more firmly onto Rainbow's head.

"Already??" Rainbow Dash thought, her eyes widening a bit as she glanced up at the panting yellow pegasus, continuing to steadily bob her head up and down on the twitching cock. "Damn, am I really that good?" she thought with a smirk, pressing her tongue more firmly against the underside of Fluttershy's cock with each slurp; all the while her hoof still stroking up and down her moist slit, smearing the warm juices all over her crotch.

And just as the yellow pegasus said, it wasn't long before her orgasm finally hit; her hips bucking upward against Rainbow Dash's mouth as she cried out softly in bliss, her wings flapping lightly against the bed as the powerful climax rocked her body. Rainbow Dash grunted lightly, her eyes widening a bit as her mouth was suddenly being pumped full of the thick futa cum, coughing lightly once before gulping it down as best as she could, groaning in bliss from the wonderful flavor flowing over her tongue.

The blue pegasus' hoof continued to stroke and fondle the two hefty orbs hanging below, only seeming to spur on the gushes of seed flowing into her mouth, which quickly overwhelmed her. “Mmnggh..!” she groaned, pulling her head back and gasping for air, closing her eyes again as she felt the warm seed splash her face, leaving big white splotches on her cheeks and forehead before the futa mare's orgasm finally died down. “Aaahh...jeez, Fluttershy...I didn't think you'd cum that much...!” she said between her panting, blushing and grinning a bit at Fluttershy, licking her lips of the cum around them.

“Hehe...sorry...I guess Zecora's potion didn't fully wear off...” Fluttershy giggled softly, blushing at the sight of Rainbow's cum-soaked face, while her member twitched softly in her afterglow, oozing a bit of her warm seed down the length. “That was really good though, Rainbow Dash...I didn't think you'd be so good at it.”

“Oh? And what makes you think that, huh?” Rainbow Dash smirked, playfully jabbing at the shy pegasus' cock with her hoof. “Of course I'm good at it. I'm good at everything!” she boasted with a chuckle, Fluttershy giggling lightly again and nodding, watching her enthusiastic friend flex her arms playfully.

“Mm, yeah...” Fluttershy sighed happily, laying her head back on the rug as her afterglow slowly faded away, though her member stayed nice and stiff; Rainbow Dash's aroused scent still lingering in the air, easily reaching the futa mare's nostrils. “Mmhh..? Rainbow...?” she softly asked, glancing down at the other pegasus, seeing all the fur around her crotch matted down with juices. “Did you get to cum, too?” she asked timidly, blushing a bit again.

“Huh? Oh, yeah, thanks for reminding me...we're not finished yet, Flutters.” Rainbow replied with a playful smirk, pressing her hoof against Fluttershy's lightly-throbbing member and beginning to stroke it slowly once more. “I made you cum...now you gotta return the favor.” she added, before standing up again, glancing over towards Fluttershy's bed. “But first, let's get a little more comfortable.” the horny pegasus spoke, climbing up onto the bed; Fluttershy following after her and climbing up onto the soft comforter with her, her member twitching a bit in arousal from the wonderful view of Rainbow's butt that she was getting.

“Well then...what did you have in mind?” Fluttershy asked curiously, though quickly getting her answer, watching as the rainbow-maned pegasus grasped the headboard and leaned onto it, raising her rump up higher while her tail brushed out of the way, giving Fluttershy a perfect view of her moist pink slit.

“C'mon Fluttershy...you've done it before with the strap-on...now let's see you do it for real.” Rainbow teased with a playful smirk, shaking her rear enticingly for the futa pegasus, causing her cheeks to blush and her member to twitch harder in arousal, already eager for some more fun. With a light grin, Fluttershy approached the presenting blue pegasus and climbed atop her body, mounting her gently with her stiff member rubbing along the moist pink entrance below. “And don't hold back, either!”

“Hehe...of course...” Fluttershy giggled lightly, gently nuzzling Rainbow Dash's neck affectionately as she pressed her hips forward, prodding the tip of her member against the enticingly warm slit, biting her lip gently as she was met with a bit of resistance from the tightness of the entrance, though with a firm push she managed to penetrate it easily, letting out a soft gasp of pleasure at the same time as the blue pegasus below her.

“Ahh, damn...she may not have the length...but she's got the girth alright!” Rainbow Dash thought, blushing and moaning softly as she held firmly to the headboard, feeling Fluttershy's member slowly pushing inside her hot depths, the soft inner walls spreading to accommodate the twitching futa cock as it pushed deeper and deeper inside at a steady pace. “Mm, c'mon Flutters, don't be afraid to buck me nice and hard.” she added with a playful smirk back toward Fluttershy.

“Mmh, sorry...” the timid pegasus replied quietly, taking a deep breath before suddenly thrusting her hips forward as hard as she could, pounding her crotch against Rainbow Dash's rump, sinking her entire length inside in that one swift thrust. “Ahh-!” she gasped in bliss again, closing her eyes from the pleasurable feeling of the hot love tunnel completely surrounding her member, lightly clenching around it and rippling across the length a bit.

“Oooh, yeah, that's more like it!” Rainbow groaned from the surge of pleasure, midclosing her eyes as she enjoyed the feeling of being stuffed nearly full, her wings twitching and flapping lightly against Fluttershy's belly. “Well, that was good enough...now to see how well she can buck.” she thought, eagerly licking her lips as she awaited the futa mare's next move.

Blushing and smiling lightly to her friend's approval, Fluttershy brought her hooves closer to her and grasped Rainbow Dash's flanks firmly, right over her cutie marks, before pulling her hips back, sliding her member out until only a few inches remained inside; immediately thrusting back in once more and letting out another cute moan, the rainbow-maned mare's insides feeling noticeably different than the other mares she had played with.

She quickly repeated the motion again and worked up to a steady thrusting, moaning softly and blushing from the wonderful pleasure, milking out more of her warm precum as her member twitched and throbbed more. “Ohh, Rainbow Dash...you feel so good...” she softly moaned, closing her eyes as she enjoyed Rainbow Dash's hot cunny squeezing around her member.

“Mmnh, so do you, Fluttershy...but you're still bucking me too softly.” Rainbow Dash teased with a smirk back towards Fluttershy, pressing her hips back against the other pegasus' thrusting to help drive her member in even deeper. “Don't hold back, I can take it!”

“Oh...if you insist.” Fluttershy responded, gulping softly and squeezing the blue pegasus' cutie marks a little harder before picking up the pace, putting more power behind her thrusting, causing her crotch to smack firmly against Rainbow Dash's rump with each thrust; her member continuing to throb in pleasure as it smeared more of her warm precum along the clenching love tunnel.

“Ah! Aahh, yeah...that's better...” Rainbow panted in response to the harder thrusts, gripping the headboard firmly to keep herself steady from the firm bucking she was receiving, her warm juices coating Fluttershy's member nicely, only slicking it up and helping her to thrust even harder and faster.

Blushing lightly to the praise, the futa pegasus continued to firmly buck her hips against Rainbow's crotch, panting in bliss with her tongue hanging slightly out of her mouth as well. Already she could feel a second orgasm approaching; more warm precum oozing from her member as it throbbed harder, the squeezing from Rainbow's insides only stimulating her further. “Ooh...c-can't cum just yet...need to...hold back, like Applejack said...!”

Still squeezing the blue mare's flanks firmly, she switched her thrusting to slower, more powerful thrusts, really pounding the tight cunny, but at a slower pace. She managed to jab Rainbow's G-spot a couple times with the tip of her member, only causing her to cry out in ecstasy, her orgasm approaching rather quickly as well.

“Ooh, yeah, keep that up Fluttershy...!” she panted, holding more firmly onto the headboard to keep herself stable from the hard thrusts, loving the feel of the other pegasus' crotch smacking her rump firmly with each thrust, while her insides continued to squeeze and ripple over the throbbing length, as if milking Fluttershy for her orgasm. “Mmnh, damn! She's riding me even harder than Soarin' does!”

“Aahh...R-Rainbow...Dash...!” Fluttershy panted, crying out in bliss from the tight squeezing of the blue pegasus' insides, unable to hold back her orgasm any longer as her member began to throb harder. “I'm..nhh...cumming!” she cried, closing her eyes tightly as she gave a few more hard bucks, before pulling her hips back to make one final thrust. In the heat of the moment though, she pulled back a little too far, her member sliding completely out before she thrust forward again, gasping a bit as her cock slid against Rainbow's firm rump and angled itself upward.

“Nnh...Fluttershy..!?” Rainbow Dash gasped softly in surprise, feeling Fluttershy's member pressing against her butt now, looking back just in time to see it erupting, shooting off thick ropes of steamy futa cum all over her back and wings. Her cheeks flushed red in both embarrassment and arousal as she felt the hot fluids splashing all over her back; Fluttershy still thrusting her hips instinctively, grinding her member against Rainbow's rump throughout her orgasm.

Groaning lightly in annoyance, she reached down between her legs and began to firmly rub over her moist slit, having been left on the edge of her orgasm; luckily bringing herself to climax quickly from the extra arousal of the hot cum shower she was receiving. Sighing blissfully, she laid her head on the pillow, panting softly as she felt her warm juices oozing down her hoof and dripping onto the comforter.

“Oooh...I'm s-sorry...Rainbow...” the futa pegasus panted as her orgasm slowly subsided, blushing and glancing down at the blue pegasus' back, seeing it splattered all over with white streaks, while sticky strands of it hung from her wings. “I didn't mean to...nhh...”

“It's okay...heh...” the rainbow-maned pegasus chuckled lightly, smiling back at Fluttershy, still blushing lightly from the whole ordeal, her wings twitching lightly. “It's been forever since I've had a nice bukakke like that...hehe...” she replied with a playful grin. “Most stallions always want to cum inside...”

“I see...” Fluttershy giggled lightly, her hooves gently massaging Rainbow Dash's cutie marks as her cock twitched lightly, oozing a few drops of her sticky seed onto the blue pegasus' rump. With a pleased sigh, she collapsed on the bed next to Rainbow Dash, gently snuggling up against her. “I'm just glad you still like me...despite Celestia's little addition...”

Lightly cuddling back, the blue pegasus grinned and nuzzled Fluttershy's snout affectionately. “Don't sweat it, Fluttershy. I'd still like you no matter what.” she replied, giving her shy friend a light peck on the cheek, making her blush softly again.

“Mmh, yeah...I guess I just got a little too worried over it.” Fluttershy nodded, gently nuzzling Rainbow's cheek and giving it a soft peck in return, wrapping her arms around the other mare and cuddling a little closer. “This was a really fun sleepover, too.” she added with a light smile, before yawning a bit, quite exhausted from the previous fun.

“Heheh, yeah...we'll have to have another one some time.” Rainbow Dash chuckled, resting her head next to Fluttershy's on the pillow, watching her slowly close her eyes and sigh happily again. “See ya tomorrow morning then?”

The tired yellow pegasus nodded softly in response, shifting her arms a bit around Rainbow's body as she kept cuddling closely with her, before sighing happily again; Rainbow Dash closing her eyes as well and cuddling back, both pegasi drifting off to sleep in a matter of moments.

“Hehe...you're doing great, Fluttershy.” a shady figure thought out loud, standing just outside the window and watching the two pegasi sleeping together. “Even better than I expected. Sometimes I amaze myself...” it giggled softly, before spreading its wings and taking flight, heading back towards whence it came.

END CH7

Chapter 8: Cup Cake / Carrot Cake

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

Morning came rather quickly for the two mares; having slept quite soundly after the exhaustion from their previous “fun”. A little while after sunrise, Fluttershy slowly awoke, blinking her eyes open and turning her head to the side, seeing Rainbow Dash's face, still asleep and snoring softly. She could feel the blue pegasus' arms loosely wrapped around her, though she also felt something else; glancing down toward the end of the bed to see a familiar tent in the blanket.

“Oh...seems someone else is already awake.” she thought with a light giggle in her mind, before bringing her hooves up and slowly sliding Rainbow Dash's arms off, being careful not to wake her up. She then lightly lifted the blanket and slipped out of bed, glancing between her legs to see her rock-hard member twitching lightly. “Mm, guess I'll take care of you in the shower.” she thought, yawning lightly before heading over to the bathroom.

Once she was under the streaming hot water, she sighed happily and stood up on her back legs, leaning back against the wall before bringing a hoof up and slowly stroking it up and down her morning wood. “So all my friends are perfectly fine with this...such a relief.” she thought, smiling a bit as a bead of precum oozed from her member, only to be washed away with the shower water. Closing her eyes and leaning against the wall, she sighed in bliss once more as she stroked herself steadily, feeling her member twitch and throb in pleasure against her hoof.

“Wonder what I'll do today...still a couple days left until that party...” she thought, though her growing arousal was making it rather difficult to think about things other than her lust; her eyes opening slightly to glance down at the twitching member, watching her hoof stroking up and down its length. “Mmm...maybe I can go see Applejack for some more practice...or maybe Twilight could use a little break from her studies...hehe...” she grinned a bit, before closing her eyes again, relaxing under the hot shower water as her orgasm steadily built up.

Unbeknownst to her though, her rainbow-maned friend had woken up from the noise of the shower, and of course, immediately noticed that Fluttershy was missing from the bed. Heading over to the source of the running water sound, she gently pushed the door open, seeing her shy friend through the translucent shower glass, making steady stroking movements with her arm. “Heheh...even morning wood, huh?” she thought with a smirk, pushing the door open a bit more before entering the bathroom.

Still absorbed in her masturbation, Fluttershy didn't notice the other mare creeping up on her until the shower door opened, causing her to gasp in surprise; her eyes widening as she jumped a bit, seeing Rainbow Dash in front of her, giggling a bit. “R-Rainbow Dash! Don't scare me like that...” she gasped, but the blue mare only grinned and chuckled.

“Heheh, relax Fluttershy...I just thought I'd join you in the shower. Need to clean myself too you know?” she replied, poking her tongue out a bit as she stepped under the hot water with Fluttershy, glancing at the futa cock in front of her, sticking straight up from Fluttershy's crotch and throbbing eagerly. “So that thing is about as real as it gets, huh? I didn't think you'd be getting morning wood too.”

“I guess...” Fluttershy nodded, glancing down at her twitching member, only inches away from Rainbow's snout. “Some mornings it just gets really hard all by itself, and makes me feel really horny.” she explained, blushing lightly.

“So now you know how stallions feel most mornings.” Rainbow teased with a grin, giving her wings a couple soft flaps to help her stand up as well, putting her hooves on the wall on either side of Fluttershy to support herself. “Do you need a hoof with it, Flutters?” she asked, gently nuzzling the timid pegasus' snout, only making her blush more.

“Oh, um...if you want to, Rainbow.” Fluttershy softly replied, smiling lightly back at her friend, while her member twitched eagerly, now pressing against Rainbow Dash's belly from the position they were in. “I'm perfectly fine doing it myself, if you don't want to...it's okay.”

“Heh, it's fine.” The blue pegasus grinned, reaching one hoof down and starting to stroke the futa cock slowly, feeling it twitch and throb in arousal. “I'm always happy to help you, Fluttershy.” she added, a light blush appearing over her own cheeks as she gently pecked Fluttershy's lips and began to slowly stroke the pegasus' eager member.

"Mmnh...th-thanks..." Fluttershy moaned softly as her eager member was stroked, only twitching more and releasing a few more globs of her pre; Rainbow licking her lips a bit before leaning down and slurping over the head of the futa cock, lapping up the warm precum while her hoof's stroking gradually accelerated.

"Heh...no problem." The blue pegasus grinned up at Fluttershy, repeatedly slurping over the sensitive tip of Fluttershy's cock; her wings flapping lightly to hold herself up as she brought her other hoof up and began to stroke and fondle the two hefty orbs hanging below, only giving the shy pegasus even more pleasure.

Biting her lip gently now, Fluttershy continued to pant softly and moan in pleasure from her friend's stroking and licking, her cheeks blushing deeper as the pleasure built up more and more inside her, feeling her orgasm approaching rapidly; supplying the rainbow-maned mare with more sweet precum as her member throbbed harder. "Aah...Rainbow...I'm gonna cum..." she squeaked, her hips instinctively bucking back and forth slightly against Rainbow's hoof and tongue.

Hearing this, the blue pegasus smirked lightly, accelerating her stroking even more as she pushed her head forward a bit, sliding the tip and first few inches of the throbbing length into her mouth. Pursing her lips tightly around it, she continued to swirl her tongue around the tip, teasing her friend with even more pleasure, only pushing her to buck her hips a little harder as big globs of precum gushed forth.

"Aaah! Oohh...I'm...c-cumming...!" Fluttershy cried, the sudden boost in pleasure from Rainbow's suckling easily pushing her over the edge in just a few moments; her hooves both moving forward and grasping the pegasus' head as she bucked her hips forward a bit more, sinking her member roughly halfway into the warm mouth before it began to throb harder, shooting off a load of her seed with each throb.

"Mmpmh!" Rainbow groaned as the length was suddenly shoved deeper into her mouth, though she quickly focused on swallowing the loads of steamy seed gushing out, closing her eyes and blushing softly as she gulped as much as she could, being thankful that Fluttershy didn't really cum as much as Big Macintosh or Soarin. After a few gulps, she felt the flow stop and slowly pulled her head back, slipping the spent member out of her mouth. "Mmnh...all better now?" she asked with a light grin up at the yellow pegasus, watching her panting and blushing still.

"Aah...mm...y-yeah...that was good..." she softly panted, smiling softly as she recovered from her orgasm, feeling her afterglow kicking in already. "Thanks...Rainbow..."

"Heheh...any time, Flutters." Rainbow grinned lightly as she gently grasped Fluttershy's shoulders, pulling her back down to all fours again and cuddling her lightly underneath the hot water. "I'll always be here to help you if you need it...can't imagine it's easy having that thing." she added with a slight giggle.

Fluttershy giggled softly as well, gently wrapping her arms around her rainbow-maned friend. “You're the best friend a mare could have, Rainbow Dash.” she softly spoke, nuzzling gently against Rainbow's neck during the close cuddling.

“Mm, thanks...” Rainbow Dash blushed lightly to the compliment as she cuddled back, enjoying the soft nuzzling to her neck as the hot water continued to wash over their bodies. After a few more moments of relaxation under the steamy shower water, Fluttershy turned off the water, before they both stepped out of the shower and dried off. “So...did you have any plans for today?” Rainbow curiously asked as she stroked a towel along her wings, drying the feathers completely.

“Oh, um...not really. I was going to do some sewing, but I didn't have anything else planned.” Fluttershy answered, rubbing her chin lightly as she thought; . “Why do you ask?”

“Just curious, nothing really.” The blue pegasus grinned a bit, before wiping the towel all over her head and mane, drying herself off further. “I'll be around Ponyville practicing like usual...if you need anything just come and get me, 'kay?”she added as she set the towel on a hanger.

“Alright.” Fluttershy nodded lightly as she finished drying herself off as well, hanging up her towel on the second hanger while fluttering her wings lightly to shake off any water that the towel hadn't picked up, before leaving the bathroom with Rainbow Dash, heading back into the living room. “Thanks for coming over, Rainbow...it was a lot of fun.” she added with a smile and a light blush. “We should do it again some time...”

“Heheh, definitely.” The rainbow pegasus chuckled and nodded, grinning as she hugged her timid friend, gently nuzzling her cheek. “That is, if my schedule is open for it. Gonna be in Cloudsdale over the weekend at the Wonderbolts convention they're havin' there. Man...it's gonna be so AWESOME!”

Giggling softly, Fluttershy nodded and smiled in return. “That sounds like a lot of fun. I wish I could go too, but the princess invited me to Canterlot for some party on Saturday.”

“Canterlot, huh? Cool. But why would she invite only you?” Rainbow asked, giving Fluttershy a somewhat confused look. “At least...I didn't hear of anyone else getting invited.”

“I dunno. She just stopped by here and invited me to a big fancy party at the castle.” Fluttershy shrugged a bit, though she had a pretty good guess as to why the princess was inviting her specifically. “It does sound like a good time though.”

“Heh, yeah, for sure.” Rainbow Dash grinned and nodded, her wings flaring up as she turned toward the door. “Anyway, I gotta get practicin', see ya later Flutters!” she added, rearing down on the floor before taking off out the door, speeding off towards Ponyville. Sighing happily, Fluttershy walked out the door as well, figuring that she should get started feeding her animals for the morning.

Finishing a while later, she brought out her sewing machine and began work on a nicer dress for the princess' party. Only a few minutes after she started though, she heard knocks coming from her front door; getting up from her chair and answering the door, seeing a familiar blue mare with a styled pink mane. “Oh, hello Mrs. Cake. What brings you here?” she asked with a smile.

“Hehe, good morning Fluttershy dear.” Cup Cake answered with a cute smile of her own. “I just stopped by to ask you something.” she added, trying to keep from sounding too nervous in front of the yellow pegasus.

“Hm? What did you need?” Fluttershy asked, tilting her head lightly to the side; rather curious as to what the baker mare could want of her at this hour.

“Well, getting right to the point, me and my husband's 20th anniversary is today, and I want to get him something special...” the blue mare replied, a light blush appearing over her cheeks as she kept up her smile.

“Oh, how lovely!” Fluttershy smiled again, happy to hear about the baker's joyous event. “You two are just the perfect couple, hehe...but what to get Mr. Cake, hm?” she added, rubbing her chin lightly. “Um...what exactly does he like?”

“Ah, heheh...that's just it, Fluttershy deary...I already have a good idea of what he wants, I just wanted to ask you about it.” Cup Cake replied, blushing a tad more. “Pinkie mentioned your...condition...” she whispered, causing Fluttershy to blush deeply before Cup Cake continued to talk in a normal voice. “...and I was just wondering if you would...help me with my husband's anniversary gift?” she added, winking suggestively.

“Oh, m-my...” the timid pegasus softly spoke, blinking a bit in surprise before averting her eyes from the chubby mare momentarily. “I...I don't know. I don't want even more ponies finding out about this.” she added, glancing back towards Cup Cake again. “Pinkie wasn't supposed to tell anypony either!”

“Now, don't you worry darling. Your secret is safe with us.” Cup Cake grinned and gently nudged Fluttershy's shoulder with her snout. “We won't tell a soul, and we've got ways of keeping Pinkie quiet about it too, so don't fret.” she added, smiling warmly toward Fluttershy. “If you don't mind me asking...how exactly did you get yourself into such a predicament, anyways?”

Fluttershy only blushed deeply again to the question, though she figured that since Mrs. Cake already knew about it, it wouldn't matter much if she explained a bit. “Well...making a long story short, the princess didn't like me playing with her sister, so she enchanted me with it for one week.” she explained, looking at the ground for a moment.

“Oh my, sounds serious.” Cup Cake nodded softly, a more serious look crossing her face for a moment before she grinned lightly. “Well, don't worry Fluttershy. We'll take nice care of you.” she added with a playful wink, giving the pegasus' cheek a playful nuzzle. “How does six o'clock sound, deary?”

“Th-that's fine, Mrs.Cake.” Fluttershy nodded softly, her yellow cheeks blushing red again as the older mare nuzzled them. “I haven't got much to do today anyways.”

“Wonderful! I'll see you there then, Fluttershy darling!” Cup Cake eagerly replied with a smile, before turning and heading back down the dirt path back to Ponyville; Fluttershy waving lightly to her before closing the door.

“Hm...I've got quite a while before 6...guess I can relax a bit today.” she thought with a relaxed sigh, before heading back over to the sewing machine and continuing work on her dress for the princess' party. “Coming along nicely so far!” she thought with a light smile.

Later that day, once the clock struck 5:30, Fluttershy left her home and began the stroll over to Ponyville, heading to the familiar building that resembled a ginger bread house. Walking up to the front, she gently pushed the door open and stepped inside, seeing Cup Cake standing behind the counter with her usual warm smile. "I'm here, Mrs. Cake." the pegasus called out rather quietly, watching Cup Cake remove her apron and walk around to the front of the counter.

"Hehe, wonderful, Fluttershy my dear." the eager blue mare replied as she walked over to the front door, grasping the sign hanging in the window and flipping it around, making it read "CLOSED" to anyone outside. "Come, let's get started." she added, motioning for Fluttershy to follow her as she walked towards the double-doors; Fluttershy following behind her, blushing a bit as she watched the plump mare's rather large rear swaying lightly with each step she took.

The chubby mare led Fluttershy over to the master bedroom, before helping her up onto the rather large bed. "Now deary, you just get yourself nice and 'ready', okay?" she whispered with a playful wink, getting a soft nod from Fluttershy before turning toward the door again. "I'll be back in a minute or two, don't you go anywhere!" she added, giggling softly before leaving the room, closing the door behind her.

Fluttershy meanwhile gave a soft sigh, slightly nervous from the situation, but she didn't really want to disappoint the two lovers on their anniversary. She removed her dress and hung it up on one of the coat hangers, before returning to the bed and laying down on her back. Sliding a hoof down her body, she closed her eyes as she began to stroke her soft member, feeling it slowly stiffen once more as her hoof stroked up and down its smooth length. In only a few moments she brought herself to a full erection, blushing lightly as she continued to gently stroke it, enjoying the feel of it throbbing lightly against her hoof.

"Hehe, that's it...just a little further..." she heard Cup Cake's voice coming from the other side of the door after about a minute, opening her eyes again and glancing toward the door as it opened, revealing the skinny stallion slowly walking in; his wife's hooves covering his eyes as she lay across his back, riding atop him. "Almost there, my sweet cake....alright, here it comes!" she added, grinning over at Fluttershy as she pulled her hooves away from Carrot Cake's eyes, revealing the aroused futa pegasus to him.

Upon seeing the cute pegasus' stiff member, his own cheeks blushed as his jaw slowly lowered, leaving his mouth agape in awe. "I...I don't...is this real?" he stuttered, feeling his own member start to stiffen between his legs as he watched the futa cock throb and twitch lightly, a bead of pre forming on the tip of it.

“Mm, of course it's real, my dear...only the best for my sweetest Carrot Cake.” Cup Cake giggled lightly as she nuzzled the stallion's reddening cheek gently, stroking a hoof along his neck. “I thought it would be the perfect anniversary gift for you.” she added, gently pecking his cheek.

Carrot Cake glanced back at his wife for a moment before stepping up to the bed, Fluttershy smiling nervously as the two approached; Cup Cake sliding off of Carrot Cake's back and climbing onto the bed. “Fluttershy...how did you...I mean...I've never seen anything like this.” he spoke, his eyes still fixed on her twitching member and sizable balls, his own length nearly fully erect already.

“It's a long story, sweetie.” Cup Cake giggled, cuddling up beside Fluttershy and grasping her length, causing her to gasp softly as the blue mare began to stroke it slowly. “But we can tell you that later...let's have some fun, shall we?” she added with a light smirk.

“If you insist, dear.” Carrot Cake chuckled softly, climbing up onto the bed as well; Fluttershy blushing even more as she saw the stallion's fully-hard cock, measuring in at a decent eighteen inches, twitching eagerly between his legs. “You always find the best gifts, honey bun.” he added with a grin, leaning over and kissing the blue mare's cheek gently.

“Mmnh, you're welcome, Mr.Cake...” Fluttershy softly moaned, her member twitching against the gentle pleasure of Cup Cake's stroking, smearing a drop of her warm precum onto the smooth hoof. “So, um...what do you two want to do first?” she asked, trying not to sound too nervous, smiling lightly up at the stallion above her.

Glancing over at her, Carrot Cake grinned and lightly blushed as well, as it wasn't often that his wife brought home a lovely mare for him to play with. “Well...how about we start off with...giving this delicious cupcake a nice cream filling?” he added, chuckling softly and winking to the two mares in front of him.

“Oh, of course, my dear. And afterward, something even kinkier.” Cup Cake giggled softly as well, glancing down at Fluttershy's twitching member and licking her lips, eager to discover what a magical futa cock tasted like. Rolling over onto her belly, she positioned herself between the pegasus' legs, and raised her rump nice and high to the stallion behind her, giving him a wondrous view of her volptuous rear. “Mm, come, Carrot cake deary...stuff your sweet cupcake.” she teased in a sultry tone, wiggling her hips back and forth a bit.

Smirking lightly at the sight of his wife's plump butt, Carrot Cake quickly moved up and mounted her, the tip of his member pressing firmly against her warm slit. “Mmnh, one cream filling coming up, my sweet cupcake.” he teased, grinding his shaft against her moist entrance a few times to slick it up, before pushing his member up further, prodding it against the smaller, tighter hole above. With a gentle push, his shaft penetrated the snug entrance, the tightness of it causing him to groan in pleasure.

“Aah...going in the back door tonight, I see!” Cup Cake moaned cutely as she felt her husband's shaft press inside her, blushing lightly while she continued to stroke Fluttershy's member with her hoof, giving it a few teasing licks from the middle to the tip, lapping up the warm precum. “Mmnh, quite tasty, Fluttershy dear.” she added, enjoying the strangely sweet taste of the precum, lapping all of it up from the tip before beginning to suckle on the tip and first few inches of the pegasus' length.

“Mmnh, oh, thanks...Mrs. Cake!” the pegasus sighed blissfully from all the stroking and suckling her cock was receiving, easily producing drop after drop of her warm precum to reward the chubby mare's oral work. Lightly placing her hoof on Cup Cake's head, she leaned her head back on the pillow, glancing down to see Carrot Cake pushing his hips closer to Cup Cake's rump, biting his lip softly from the wonderful tightness surrounding his stallionhood.

“Mmnff!! Always so tight...my love!” he groaned, closing his eyes as nearly his whole length sunk inside the mare's tight backdoor. He waited a few moments and savored the wonderful feeling, before slowly beginning to buck his hips back and forth, sliding his throbbing member in and out of that tight hole, already lubed somewhat with his warm precum; each thrust eliciting a moan from the chubby blue mare below.

Keeping up her light suckling, Cup Cake moaned happily around Fluttershy's cock, feeling her husband's hefty balls gently slap against her moist cunt with each thrust he gave, only serving to turn her on even further as she eagerly suckled on the futa pole in front of her, gradually taking more of its length into her mouth, while her tongue slurped up any precum that escaped the tip. “That's it, my sweet Carrot Cake...pound me nice and hard!”

Fluttershy meanwhile panted softly between her quiet moans, feeling her cock gradually sinking deeper into Cup Cake's mouth, twitching and releasing more precum as her pleasure grew. “Oh...Mrs. Cake...that feels so nice...” she softly moaned, her wings spread out wide, twitching against the pillows from her arousal. “Don't stop...nh...!”

“Ah...she does have quite a mouth...Fluttershy.” Carrot Cake complimented, grinning down at Cup Cake as he continued his steady thrusting, oozing more and pre of his warm precum inside her tight backdoor, already feeling his orgasm approaching from all of the clenching her insides were doing; squeezing his length quite firmly. “And she's squeezing me...so tightly!”

Cup Cake grinned lightly, glad to know that she was pleasing the two other ponies well, continuing to bob her head steadily on Fluttershy's member, dragging her tongue along the underside as well for even more pleasure; working her anal muscles at the same time to squeeze her husband's shaft tightly, feeling her insides becoming quite slick with his precum by now. “Mmnh, yes...keep it up, my dear...stuff your cupcake with lots of cream...”

Closing her eyes now, Fluttershy leaned her head back on the pillow, panting and moaning in bliss, her hips bucking up gently into Cup Cake's mouth as her member twitched harder, releasing big globs of precum as a signal of her impending orgasm. “Oohh, Mrs. Cake...I'm getting close...nhh!!” she groaned, trying her best to hold back her orgasm, not wanting to cum too soon before Carrot Cake.

Cup Cake only grinned as she heard this, moving a hoof over to Fluttershy's crotch and starting to rub and fondle the two orbs dangling below her cock, eager to taste the pegasus' full load. “Yes...cum for me, my dear...” she thought, pursing her lips tighter around the shaft and bobbing her head even faster, trying to push Fluttershy to a powerful orgasm.

The lustful stallion behind her wasn't too far off either, all of the tight clenching of Cup Cake's insides rapidly bringing on his orgasm. “Same here, mmnh...get ready for your filling, my sweet cupcake!” he groaned, biting his lip gently as his member throbbed hard within the clenching tunnel, spewing globs of precum with each firm thrust he gave.

It wasn't very long though before Fluttershy cried out in bliss, gently pressing her hoof down a bit on Cup Cake's head as she hit her climax, releasing a big gush of her warm seed into the blue mare's mouth with each throb it gave. Cup Cake sighed blissfully before beginning to gulp it down, blushing a bit more from the wonderful taste filling her mouth.

And only moments after she began to drink, she felt her husband give one last thrust, burying his whole length inside her tight backdoor before beginning to do the same; pumping out thick ropes of cum deep inside her, filling her rear nicely with his steamy seed. “Aahh...oh Cup Cake...!” he moaned, keeping his hips pressed firmly against the mare's rump as he unloaded into her, filling her up with warmth.

“Mmmnh....!” Cup Cake only groaned blissfully around Fluttershy's member, her eyes rolling back in her head from the wonderful pleasure of being filled at both ends; gulping down the last of Fluttershy's seed before pulling her head back slowly, panting and moaning softly. “Ohh, you two are wonderful...” she sighed in bliss, smiling up at Fluttershy, still lightly stroking her balls with one hoof. “And you've got such tasty cum, Fluttershy...hehe...”

“Ah...thanks, Mrs. Cake.” Fluttershy softly replied, catching her breath slowly after the wonderful orgasm, smiling lightly down at the chubby earth mare, her member still twitching a bit against the soft hoof that was stroking it. “Mr. Cake was right...you do have a wonderful mouth.” she added, blushing softly.

“Heheh, of course she does. Why do you think I married her?” Carrot Cake joked, getting a playful glare from his wife. “Just kidding, honey bun. You know how much I love you.” he chuckled, leaning down and nuzzling the mare's snout gently, planting a soft kiss on her lips.

“Mmnh, oh you...” Cup Cake giggled softly, slowly pulling forward as Carrot Cake pulled his hips back, sliding his member out of her tight rump. “A very nice warmup, I'd say...now let's move on to the real fun, shall we?” she added with a playful smirk, sitting up between the two other ponies. Turning toward her husband, she gently turned him around and contorted his body into the same position that she was previously in, leaving his rump high in the air, facing towards Fluttershy.

“Uh...honey bun?” Carrot Cake started, glancing back at the chubby mare, trying to figure out what exactly she had planned. “What are you doing, sweetie?”

“Oh, don't play dumb Carrot Cake.” Cup Cake poked her tongue out playfully, patting the stallion's rump gently, grinning down at him. “I know you've been wanting something like this for quite a while.” she teased, winking over toward Fluttershy, who was blushing again from the sight of the stallion, seemingly presenting his rump to her, along with the other goodies hanging between his legs.

“B-but how?” The stallion gulped softly, his cheeks flushing red in embarrassment. “I didn't tell anyone except...” he trailed off, biting his lip softly. “But he told me he wouldn't tell anyone!”

“Calm down, deary.” Cup Cake giggled, stroking her hoof down the stallion's back and to his head, patting him gently. “It's perfectly okay, deary. I don't mind at all.” she added, smiling warmly. “It was rather easy to get Caramel to tell me...hehe.” she giggled again. “And since you like stallions in that way...I figured this would be something you'd enjoy, my sweet Carrot Cake.” she added, leaning down and gently kissing his snout.

Already knowing what Cup Cake had in mind, Fluttershy's member throbbed lightly, already eager for another round. She slowly got up again and approached the stallion from behind, mounting him gently with her hooves lightly resting on his upper back. “Mmnh, are you ready, Mr.Cake?” she quietly asked, noticing Carrot Cake's cheeks blushing deeply as the stiff futa cock pressed against his backdoor.

“H-Heh...yeah, go ahead, Fluttershy.” The rather nervous stallion replied, nodding softly as he glanced back at Fluttershy, gently holding onto the end of the bed. As he glanced forward again, his gaze was met with a pair of moist nether lips; Cup Cake now sitting in front of him with her legs spread wide, smirking down at him.

“Have a taste of your sweet cupcake, darling.” she spoke in a sultry tone, gently placing her hoof on the stallion's head and pressing it forward until his lips pressed against her warm slit. Inhaling the wonderful scent of his wife, Carrot Cake sighed blissfully before complying, slipping his tongue out and dragging it along the mare's moist entrance, causing her to groan softly in pleasure.

Fluttershy meanwhile gripped the stallion's waist a little more firmly, before pressing her hips forward and penetrating his snug anal ring, both of them gasping softly in pleasure. “Oh...mnh...y-you're tight...Mr.Cake...” she cutely moaned, her wings fluttering lightly in pleasure as she gently slid her member inside inch by inch; Carrot Cake being undoubtedly the tightest hole she had felt yet.

Closing his eyes tightly from the pleasurable penetration, Carrot Cake groaned in bliss, slurping over his wife's moist slit repeatedly, gently nuzzling into the two mounds above it each time his snout came up. “Mmnh, oh Fluttershy...that feels...so nice...” he groaned, blushing once more, rather embarrassed to be complimenting another mare in front of his wife, but he knew that she didn't mind for now.

“That's it, my dear...mm...enjoy yourself...” Cup Cake softly moaned, stroking a hoof over the slim stallion's mane as she enjoyed the gentle slurps to her nether lips, which only moistened them up even further, increasing the sweet flavor for her husband. Glancing down at Fluttershy, she watched as the pegasus' hips slid forward slowly, pushing her member deeper and deeper into the stallion's rear and gasping cutely in pleasure from the tightness of the entrance.

“Aah...ohh...” the pegasus panted softly, sinking her member nearly all the way inside Carrot Cake after a few more gentle pushes, closing her eyes from the feel of the tight rectum squeezing around her stiff cock. Slowly re-opening her eyes, she watched the stallion eating out his wife while nuzzling her udders, coaxing out a few drops of sweet milk from the perky blue nipples. “Mmnh, h-here I go, Mr.Cake.” she softly spoke, before pulling her hips back slowly, only to thrust them forward again, moaning cutely once more and blushing a little deeper from the pleasure.

“Mmmnh...!” Carrot Cake moaned in unison with her, feeling her thrust again, then again, gradually picking up the pace with each thrust and working up to a steady thrusting speed. Gripping his hooves around Cup Cake's waist, he really dug his tongue deep inside the moist slit in front of him and slurped at her insides, eagerly lapping up the sweet juices that coated the soft walls, only causing the blue mare to join the pleased moaning, stroking her hoof along Carrot Cake's head still.

“Mmmnff, he's so tight...I don't know how I'm gonna hold off long enough...” Fluttershy thought, biting her lip gently as she moaned in bliss, her wings twitching and fluttering as her pleasure built up higher and higher with each thrust, already oozing copious amounts of precum into the squeezing rectum, only helping her to make even harder thrusts inside. As her member slid in deeper though, the tip of it bumped firmly against Carrot Cake's prostate, causing him to groan out loudly in bliss.

The bumping of the sensitive spot deep within him sent shocks of pleasure through him, his member twitching hard and shooting off a couple gushes of precum onto the bed below. “Mmmnh...mmm!” he groaned around his wife's snatch, still slurping firmly at her insides and lapping up the sweet juices that flowed forth; his hooves lightly squeezing her flanks as he recovered from the powerful shock of pleasure.

“Ooh, someone found the prostate...aahh...” Cup Cake smirked lightly, blushing from her own pleasure as she glanced down at Fluttershy again, seeing her hips firmly clap against her husband's rump with each thrust she gave. She glanced down between the stallion's legs as she heard him groan loudly again from another bump to his prostate, watching his member twitch hard and gush more of his seed onto the bed. “Mmnh, naughty stallion...making a mess of the sheets...”

Carrot Cake was in bliss from the repeated bumps to that sweet spot, his eyes shut tightly from the pleasure while he continued to firmly slurp his tongue at Cup Cake's steamy insides, feeling them lightly clenching and squeezing around his tongue, signaling her own orgasm approaching. “Mmmnh, good Celestia, Fluttershy...you're going to milk me dry!” he thought before groaning loudly again as the pegasus' member struck his sweet spot again, only pushing his orgasm closer as his member twitched hard between his legs.

Fluttershy's orgasm was coming up fast as well; panting lightly between her soft moans as she continued to steadily pound the stallion's rear, smearing loads of precum inside him with each thrust. “Ahh...I'm gonna c-cum...” she moaned, blushing from the overwhelming pleasure, feeling it welling up inside her, ready to blow at any moment.

“Mmnh, keep going, deary...!” Cup Cake sighed blissfully, leaning back a bit as she gently pressed her husband's head against her crotch, already feeling her orgasm starting from all the nuzzling and nudging the stallion was doing to her sensitive udders. “Ooh, here it comes...Carrot Cake...aahh!” she cried out, biting her lip gently as she came, filling the stallion's mouth with a torrent of her sweet juices.

Eagerly lapping up the delicious juices, Carrot Cake groaned happily as he felt his own orgasm coming on, his member twitching and throbbing hard between his legs, oozing drop after drop of precum. Before he came though, his ears twitched a bit as he heard Fluttershy cry out blissfully behind him, ramming her member quite firmly inside him, before a rush of steamy seed began to flow inside him gush after gush, filling him with thick, sticky warmth.

“Mmnh...oh Celestia yes!” the stallion cried out in bliss as well, closing his eyes tightly as his climax hit just moments after his rear was filled, his member twitching hard between his legs and shooting off large ropes of his seed onto the bedsheets below. His hooves gripped Cup Cake's flanks firmly as well as his body rode out the mind-blowing orgasm, still feeling a little more of Fluttershy's seed gushing inside him and beginning to ooze out around her member before his orgasm subsided; the euphoric stallion's head collapsing down between his wife's legs again as he panted heavily.

“Oohh...w-wow...” he groaned, slowly opening his eyes once more as he slowly recovered from his orgasm, still trying to catch his breath. “That...mnhh...that was amazing...Fluttershy...” he spoke between pants, gently lifting his head a bit to glance back at the pegasus, who was also slumped over slightly as she recovered from her own powerful orgasm; Carrot Cake being not the only one who greatly enjoyed himself.

“Ahh...mm...thanks...Mr.Cake. You were great...too.” Fluttershy softly replied with a slight smile, her cheeks blushing cutely again while her wings twitched softly, though slowly started to fold against her back again. “I've never felt anypony so...tight.” she added, blushing a tad more as her member still lightly twitched inside Carrot Cake's squeezing rump.

“Mm, I can certainly imagine he is, Fluttershy dear.” Cup Cake giggled lightly and nodded, stroking her hoof gently over her husband's mane, smiling down at him. "Such a cute, skinny stallion is bound to be nice and tight back there." she teased with a grin, poking her tongue out playfully toward her husband.

Carrot Cake chuckled softly and nodded, slowly getting up again and nuzzling Cup Cake's snout gently. "I suppose so, my dear. I don't really play with stallions very often, either..." he added, blushing lightly while Fluttershy gently pulled her hips back, sliding her spent cock out of the tight backdoor. "You're certainly...quite skilled with your new equipment, Fluttershy." he complimented, smiling softly back at the pegasus.

"Hehe, thanks, Mr.Cake." Fluttershy softly replied, blushing and smiling cutely to the compliment, her wings now folded completely against her back once more, while her member began to slowly soften up again between her legs. "I'm so glad you enjoyed your anniversary present."

"Mm, we both enjoyed it, Fluttershy deary." Cup Cake nodded softly, cuddling up with her husband and kissing his lips gently, while her hooves lightly stroked his sides. "Thank you so much for coming over, that was wonderful." she added, smiling back toward the shy pegasus.

"Any time, Mrs.Cake." Fluttershy nodded softly, gently hugging the two other ponies as she continued to blush lightly. "I'll see you two soon, then?"

"Of course, Fluttershy." Carrot Cake nodded, gently patting Fluttershy's back with one hoof, grinning a bit. "Such a shame that it's only temporary." he chuckled softly, glancing down at Fluttershy's member, having fully softened up by now.

"Mm, yeah..." Fluttershy giggled lightly as well, blushing cutely again. "Well...I'll see you two later then, I guess. Thanks for the fun time." she added, gently nuzzling Mrs. Cake's cheek before stepping down off of the bed, heading over toward the door and leaving, making sure to grab her dress on the way out.

"She really was something..." Carrot Cake sighed contently, laying back on the bed as his own soft member began to slip back inside its sheath. "Much better than Caramel, that's for sure." he chuckled softly, grinning over toward his wife.

"Perhaps I should use the strap-on more often then, if you enjoy it so much?" Cup Cake teased with a playful smirk, cuddling up next to the slim stallion and nuzzling his cheek gently, rubbing a hoof over his belly.

"Mm...of course, my love." Carrot Cake grinned back, nuzzling the blue mare in return, and gently pecking her lips.

Meanwhile, Fluttershy swiftly flew back to her home, rather content after the wonderful fun she just had with the Cakes. Returning to her home, she fed her animals as usual, before going back over to her sewing machine, looking over the nearly-complete Gala dress she had sewn. "Almost done...Fluttershy, you've really outdone yourself this time!" she thought with a smile, before resuming her work on the magnificent-looking dress.

END CH.8

Chapter 9: Fancy Pants / Fleur de Lis

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

Quick note: I just chose Fluttershy’s dress at random, really. Google Images’d it and picked the one I liked the most.

After the events yesterday, Fluttershy stayed home that night, getting nice and rested for the day ahead of her. With her dress complete, she was ready to take another day of relaxation before the party on Saturday; but before she could be truly ready for the party though, she had to head over to see Rarity for her opinion on the dress that she had made.

Though with how good of a seamstress she was, Fluttershy wasn't too worried about the fashionista's opinion, as it was usually very positive. After she finished her usual morning feeding of her animals, she took the dress from its hanger in the closet and slipped into it, before taking flight over towards Carousel Boutique.

Upon arriving, she gently pushed the door open, ringing the bell above it as she entered. "Just a minute, darling!" came Rarity's voice from upstairs; Fluttershy smiling softly as she walked to the middle of the room before patiently waiting for her unicorn friend. As Rarity came down the stairs a few moments later though, her face lit up with a smile as she gazed over Fluttershy's magnificent dress.

"Oh, what a splendid dress you have, Fluttershy!" she complimented, trotting up to the shy pegasus and glancing up and down her body, taking in every detail of the dress. "Wherever did you get such a magnificent piece of clothing?"

Fluttershy blushed and smiled from all the compliments, her wings lightly spreading in joy. "Hehe, I made it Rarity. I've had an idea for something like this for quite some time now, but never really had any use for such a fancy dress." she replied, posing a bit to allow Rarity to further inspect the dress. "I'm glad you like it though!"

"Hm? No use for a fancy dress?" Rarity asked, rather curious as to what the pegasus meant. "So...you've got something coming up that requires formal attire?" she continued, looking up towards Fluttershy's face again.

"Well, um...a fancy party in Canterlot that Princess Celestia invited me to. It's being held in the castle." Fluttershy explained, watching Rarity's face light up yet again.

"A formal gathering at the castle itself?" the unicorn beamed, her mind filling with memories of when she had done the same a while ago, remembering how absolutely wonderful it was. "Oh, how wonderful, Fluttershy! You're going to have a magnificent time up there." she added with a big smile. "In fact, while you're up there, why don't you pay Fancy Pants a visit? I'm sure he'd love to see such a splendid dress."

"I guess I could try and find him at the party, if he's invited as well." Fluttershy smiled and nodded softly in reply, also having rather fond memories of meeting the high-class stallion in Canterlot. "I'll be sure to say hi to him for you, Rarity."

Giggling softly, the unicorn shook her head gently. "No, darling, I meant go and see him sometime before then. Because if you're going to take that long trip up to Canterlot, surely you'd like to stay there a day or two, right?" she added, winking to the pegasus. "I could get Celestia to let you stay in the guest room at the castle just like I did."

"Oh, that sounds wonderful, Rarity, but I can't stay up in Canterlot all day until tomorrow, who will feed my animals?" Fluttershy asked, rubbing her chin gently. "I have to be home to feed them at least once a day."

"Hehe, I'll take care of it one way or another, my dear." Rarity smiled and gently hugged the pegasus, patting her back lightly. "After all you've been through, you certainly do deserve a nice relaxing stay in Canterlot." she added, causing Fluttershy to blush lightly.

"You're the best friend a pegasus could have, Rarity." she softly replied, hugging Rarity gently in return as her wings fluttered lightly in joy. "I'll certainly enjoy my time in Canterlot."

"Oh, you'll enjoy it alright, Fluttershy deary! Fancy Pants is quite a wonderful stallion to spend time with." Rarity sighed blissfully, grinning a bit as she reminisced about some "private time" that she had spent with the stallion. "Is there anything else you need, darling?" she asked, glancing back toward the pegasus again.

"Not that I know of. I'm all ready to go, now that you've approved my dress." Fluttershy giggled softly and poked her tongue out cutely, causing Rarity to smile and giggle lightly as well.

"Alright then, have a good time in Canterlot, Fluttershy dear." Rarity replied, giving Fluttershy's snout a gentle nuzzle, smiling warmly and getting a smile and a blush from Fluttershy in return, before the pegasus turned and left the boutique. "Everything will be ready by the time you arrive!" Rarity called out to Fluttershy, before walking over to her desk and levitating a quill and a sheet of paper from the drawer, beginning to write to the princess.

After making sure her home and animals were secure, Fluttershy put on one of her more standard dresses and began her long flight up to Canterlot, carrying a light suitcase and a couple saddlebags with some necessities and of course, her fancy dress. It was early afternoon by the time she finally arrived at the castle gates, slowly approaching the two guards standing out front.

"Halt, identify yourself." The first guard spoke in a firm tone, causing Fluttershy to cower lightly, rather intimidated by him. She lightly shook her head and tried her best not to look intimidated by the two guards.

"I'm...Fluttershy." she managed to speak, before the guard in front of her began to use his magic, casting a special identification spell that Celestia trained all of her guards with. After a couple moments he turned toward the other guard and nodded softly, before both of them stepped aside and pulled the gates open with their magic.

Smiling softly, the pegasus walked through the open gates, glancing back at them as they closed again, before continuing on towards the castle. A few minutes later she arrived at the top of the spire where the guest room was, finding the key stuck in the door and turned to the side, leaving the door unlocked. Pushing the door open, she smiled softly at the sight of the wonderfully-decorated guest room; much fancier than her own home, for sure.

"Oh wow, this is very nice..." she thought as she walked inside and gently set her suitcase and saddlebags down beside the bed, still taking in the wonderful sights of the room. Glancing into the bathroom, it was nearly twice the size of the one in her home, with a shower and a large jacuzzi bathtub, easily big enough for two ponies. "Very nice indeed!" she thought out loud with a smile, her wings fluttering lightly in joy again.

As she began to unpack her bags though, she heard a light knocking coming from the door, glancing over toward it. "Who could that be...?" she thought, raising an eyebrow as she lightly trotted over to the door and slowly pulled it open, revealing none other than the most important pony in Canterlot: Fancy Pants himself. "Oh! Um...hello there." she spoke quietly, smiling a bit toward the stallion.

"Good afternoon Fluttershy my dear. So good to see you up in Canterlot." The stallion replied with a soft grin, lightly adjusting his monocle with his magic. "Rarity had informed me that you would be staying here for a day or two, so I figured I'd pay a visit to the Element of Kindness." he added, lightly bowing in front of her. "May I come in?"

"I guess so..." Fluttershy softly replied, backing up to allow the stallion inside, letting go of the door as his magic gently pushed it shut again. "It's certainly nice to see such a handsome stallion." she complimented with a light blush, rather enjoying the stallion's extremely well-groomed coat and mane, along with the black suit he usually wore over his upper body.

"Heheh, indeed it is, my dear." Fancy Pants chuckled softly and nodded, glancing around the room as well and grinning softly. "Quite a room you've got yourself, hm? The princess sure does know how to treat a guest." he added, glancing back over at Fluttershy again.

"Mmhmm, it really is nice." the pegasus nodded softly again, walking over to her suitcase and opening it up. "Rarity said that you would love to see the dress I made for the princess' party tomorrow." she added as she pulled the dress out, holding it up for the fancy stallion to see. "Do you like it?"

Glancing at the dress and raising an eyebrow, Fancy Pants removed his monocle momentarily as he approached, getting a better look at the fine piece of clothing. "My, my! I had no idea you were a skilled seamstress, my dear Fluttershy!" he spoke with a smile, placing his monocle back in front of his eye again. "It looks simply stunning. I'm sure the princess will love your new outfit."

"Hehe...thank you..." Fluttershy blushed and smiled in return, excited by the fact that the high-class stallion approved of her work. "I spent a while making it; I wanted it to be perfect for the princess' party here."

"Mm, and it is indeed perfect, my dear." Fancy Pants nodded softly, still smiling warmly towards the pegasus. "Which reminds me; Hoity Toity is hosting a photoshoot this afternoon for my dear Fleur, featuring his new line of summer outfits. Would you like to join us? I'm sure Hoity would love to see your dress as well." the stallion suggested, pointing towards the pegasus' dress.

"Oh, um...I don't know, Fancy Pants." Fluttershy bit her lip gently, remembering when she had modeled for Photo Finish. "I don't really feel comfortable in front of large crowds like that..."

"Heh, no large crowds my dear. It will be just us and Hoity Toity in his private photography studio." Fancy Pants chuckled and gently wrapped an arm around the pegasus' shoulder, stroking his hoof along her shoulders gently. "You were quite magnificent with Photo Finish though, if I do say so myself."

Being a private photoshoot with just a few ponies certainly made it sound much more enticing, and Fluttershy figured that she didn't really have anything else to do at the moment. "I see...I guess that sounds like fun, then." she replied with a soft smile toward the stallion, blushing lightly as his hoof stroked over her shoulders, lightly massaging them.

"Wonderful! I'll have a cab sent for you in about an hour then, my dear Fluttershy." the big stallion nodded softly in return, gently patting the pegasus' upper back gently before pulling his hoof back and setting it on the ground again. "See you there!" he added, smiling and bowing politely in front of the pegasus once more, before opening the door with his magic and leaving, closing the door gently behind him.

"Hm...a private photoshoot...I'll have to be extra careful to hide you." she thought, glancing down between her legs at the magical sheath and balls. "I'm sure it will be nice and simple like it was with Photo Finish, though." she thought with a soft smile as she took her dress off and tossed it onto the bed, before heading over towards the bathroom. "As for now...I could use a nice relaxing bath after all that flying." she thought with a soft giggle.

After soothing her rather tired body with a nice bath in that large jacuzzi, she put on her fancy dress once more, glancing at herself in the mirror to make sure everything was adjusted correctly; wanting to look as perfect as she could for the canterlot elite that she would be spending time with. "That should do." she thought with a soft smile.

Her ears perked up lightly though as she heard the familiar sounds of hoofsteps approaching, combined with the sounds of a wagon rolling along as well. Glancing out her window, she saw the cab approaching, right on time as Fancy Pants said it would be; pulled by a large stallion dressed in shades of yellow and gold. Smiling excitedly, she left the room and headed down to the cab, gently climbing up into the carriage.

"Now escorting a Miss Fluttershy to the private residence of Mr.Hoity Toity." The cabby spoke aloud, before trotting forward again, pulling the carriage steadily behind him. Fluttershy meanwhile glanced around the city of Canterlot, looking at each building they passed by, along with all the fancy-looking residents in the streets, taking in the wonderful sights of the high-class city.

In just a short while, the cab finally arrived outside the rather large property of Hoity Toity's, coming up to the gate and stopping. "Thank you, deary." Fluttershy softly spoke as she stepped out of the cab and up to the gates, which slowly opened seemingly via magic, startling her a bit. She proceeded down the paved path toward the mansion though, the front door opening as she approached the few steps in front of it, revealing a very handsomely-dressed butler unicorn.

"Right this way, madame." he spoke, bowing lightly before starting to walk through the halls of the mansion, Fluttershy following closely behind him, glancing at the various decorations and adornments of the famous designer's home. After a short walk, the butler stopped and opened a door, bowing lightly again and motioning for the pegasus to enter.

As the pegasus walked inside, she was instantly greeted by Fancy Pants, smiling warmly towards her as he trotted up.

"Ah, so good to see you made it, my dear." he spoke, gently hugging Fluttershy and bowing lightly in front of her. "We'll be starting up soon, Hoity is just finishing setting up the cameras and lights." he added, smiling softly down at the well-dressed pegasus. "You look absolutely marvelous in that dress, Fluttershy."

"Hehe...thank you..." she blushed softly and smiled in return, her wings fluttering lightly in both excitement and nervosity. She knew that it was only going to be Hoity and Fancy Pants watching her, but still the thought of being in front of a camera like that made her slightly nervous.

"Feel free to prepare yourself in any way you desire, my dear." Fancy Pants added, motioning toward another room to the left; a dressing room full of various makeup and accessories, where Fleur was currently dressing herself.

"Alright....thank you." Fluttershy nodded softly before heading over to the room, stepping inside and seeing Fleur standing in front of a large mirror, wearing a rather flashy dress, but seeing as it was Hoity's summer wear, it didn't cover much of her body. "Oh, um...hello there, Fleur." she softly spoke, smiling warmly toward the beautiful unicorn.

"Mm, good day, Fluttershy darling." she replied, turning her head to glance over at the pegasus in the doorway, before turning and walking slowly up to her. "Dressed very nicely, I see." she added with a soft smile, glancing up and down Fluttershy's magnificent dress, being rather fancy even for her standards.

"Hehe, just a little something I put together for the princess' party tomorrow." Fluttershy blushed and smiled to the fancy mare's compliments, her wings spreading lightly again. "Rarity thought it was really nice, too."

"It most certainly is." Fleur nodded softly, before glancing back at her own dress. "I'm quite enjoying Hoity's new line of summer dresses...very nice looking while also being nice and light so that one doesn't become sweaty in the heat." she added, before turning to Fluttershy again. "Shall we proceed to the stage then, darling? I'm sure Hoity is waiting for us."

"Of course." Fluttershy nodded and smiled in return, before turning around and heading back out towards the little stage in front of Hoity Toity's camera and light setup, Fleur following closely behind her. Being somewhat well-trained in magic, the high-class unicorn couldn't help but sense the powerful magic that seemed to be radiating from Fluttershy's body, but seeing as the pegasus was an Element of Harmony, she didn't think much of it.

"Ah, there are the two lovely mares." Hoity Toity spoke with a grin as he watched the two finely-dressed mares approaching, lightly grasping his shades and lowering them a bit as he saw Fluttershy's dress, raising an eyebrow. "Hm, that is quite a fine dress you're wearing. Wherever did you get it?"

"Oh, just something I made myself, Hoity Toity." Fluttershy answered with a soft blush. "I like the looks of your design better, though." she added, glancing over towards Fleur's dress again.

"Hmm, I see...I'll certainly have to discuss it with you later. As for now, shall we begin the photoshoot?" he added, stepping up to the camera in front of the stage and turning it on, before turning on all the various lights around the stage, making a perfect lighting setup for taking photos. "Fleur shall go first." he added, smiling toward the fancy unicorn.

"If you insist, Hoity." Fleur smiled back at Fluttershy for a moment before turning and walking over toward the stage to begin the photography.

After the first photoshoot, the two mares returned to the dressing room to change into different dresses for the next shoot. As Fleur undressed though, Fluttershy was of course, rather reluctant to remove her dress with others around.

"Come, Fluttershy, are you going to change into one of Hoity's summer dresses?" The unicorn asked, glancing over towards Fluttershy as her magic dressed herself with one of the other dresses that were hanging up. "Surely you want some photos of other clothing, no?"

"Uhm...yeah...but I'm not too comfortable undressing around other ponies..." Fluttershy answered softly, her cheeks blushing lightly.

Fleur only giggled, bringing her hoof to her lips. "Fluttershy, darling, we're both mares. You don't need to be afraid to undress with me around." she spoke, grinning lightly at the pegasus. "I'm sure I won't see anything that I haven't already seen." she teased with a light giggle.

Glancing away from the unicorn, Fluttershy only blushed deeper, her wings lightly spreading from anxiety again; not really sure whether or not she should tell Fleur about her secret. "Y-Yeah, I guess you're right..." she softly spoke and nodded, still blushing deeply though.

Fleur blinked softly though, rather confused by the pegasus' shyness, tilting her head to the side a bit. "Fluttershy? Are you alright?" she asked, walking up to the blushing pegasus and glancing down at her. "Earlier I noticed that you seem to have some kind of powerful magic coming from your body...is everything alright?"

Fluttershy sighed lightly, not really wanting to lie when the unicorn mare had already seen the powerful magic enchantment on her body. "You promise not to tell anyone? I don't really want it to be known to the public." she asked, glancing back up at Fleur again.

"Of course, Fluttershy. I wouldn't dare ruin someone's reputation." Fleur answered with a soft smile, gently placing a hoof on Fluttershy's shoulder. "Everyone is entitled to some privacy, even in such a gossip-driven city as this." she added with a soft giggle.

"Alright then..." Fluttershy sighed softly and nodded. "The magic coming from my body is a spell that the princess put on me, giving me...this." she spoke, turning to the side and lifting up her dress, revealing the magical sheath and balls between her legs.

Fleur blinked a bit in surprise; having heard of gender-changing magic, but she had never actually seen it in person. "Oh, my...that is...quite interesting." she spoke, her own cheeks starting to blush softly as her head slowly filled with dirty thoughts of the futa pegasus. "I've never seen anything like this before..."

"Luckily though, it's only temporary...it should be disappearing by the end of tomorrow." Fluttershy added, her own cheeks blushing lightly as she saw the bigger mare staring down at her crotch, fixated on her package with her own cheeks blushing deeply.

"It's going to disappear...tomorrow?" Fleur repeated, interrupting her train of naughty thoughts for a moment. "Come, Fleur...this could be your only chance to experience it!" her consciousness told her, which only seemed to fuel her arousal, making her blush a little deeper. "How...unfortunate. Surely you'd like to...at least try using it some, before it disappears?"

"Oh, I have...it's quite wonderful, I must say." Fluttershy smiled a bit, still blushing cutely and nodding softly. "It feels so good...really sensitive too, but I find that it makes me horny really easily sometimes." she added, giggling softly.

"Mm, I see." Fleur nodded softly, glancing down at the pegasus' sheath again, blinking a bit as she saw it start to swell a bit, the tip of Fluttershy's member pushing out of it. "How...big is it?"

"Not as big as a stallion's, but still pretty big, I guess..." Fluttershy answered, glancing down between her legs and gasping a bit as she saw her member slowly sliding out and hardening up. "Oh, my, I'm so sorry, Fleur!" she stammered, backing up a bit against the wall and ending up sitting down against it, crossing her legs to try and hide her member. "See what I mean? It gets hard to the slightest thoughts!"

Fleur gently licked her lips though, gently placing her hoof on Fluttershy's shoulder again, stroking it along her shoulders and neck. "That's alright, my dear Fluttershy...I certainly know how horny stallions can be." she giggled softly, smiling down at the pegasus while still blushing lightly from her arousal; her sweet scent finally reaching Fluttershy's nostrils.

"Oh...my..." Fluttershy softly whispered, that lovely scent of arousal only naturally arousing her even further, causing her member to slip out even further and harden more. She wasn't particularly in the mood for sex right now, but with the stunningly beautiful unicorn embracing her like this while her own arousal grew, she didn't exactly want to refuse. "Mmnh...we can't do it now, Fleur...Hoity and Fancy Pants are waiting out there for us..."

"Mm, they can wait..." Fleur replied in a rather sultry tone, stroking her hoof down Fluttershy's side and to her wings, rubbing them gently as they spread nice and stiff from her arousal. As the pegasus became more relaxed, her legs slowly spread again, revealing her stiffening member to Fleur, almost fully erect already and twitching lightly in arousal. "Ooh, it looks lovely, Fluttershy." she softly added, stroking her hoof down from the pegasus' wings and to the throbbing futa cock, starting to slowly stroke it up and down as it reached full hardness.

"Ahh...thank you..." the pegasus replied with a soft moan, her eyes midclosing from the gentle pleasure while her cheeks continued to flush red from both embarrassment and arousal; her wings twitching against the wall as they spread fully stiff as well. Of course, with the two of them in the dressing room so long, Hoity and Fancy Pants were becoming somewhat impatient.

"What is taking them so long?" Hoity Toity groaned, crossing his front hooves as he sat back in the director's chair behind the camera, his classic annoyed frown crossing his face. "How long does it take to switch such small dresses? Honestly!"

Fancy Pants only chuckled and grinned over at the stallion. "Come now, Hoity. You know how women can be with their clothing. Everything's got to be just perfect." he teased, poking his tongue out a bit. "I'll go check on them though." he added, before walking over towards the dressing room. "Girls? Are you rea-....oh, dear." he spoke as he lightly pushed the door open a bit with his head and glanced inside.

At the other side of the room he saw Fleur bending forward and making out with Fluttershy, who was sitting against the wall, while Fleur's hoof stroked up and down along what appeared to be a decently-sized stallion cock between Fluttershy's legs, oozing light amounts of precum down its length. "What in the name of Celestia is going on here?"

Fleur blushed a bit to hearing the stallion's voice, but she calmly pulled back from her deep kiss with Fluttershy, grinning back at her stallion. "Mmm...Fluttershy has a delicious little piece of magical equipment, Fancy darling." she answered, winking to the stallion as she stepped out of the way, giving him a clearer view of the pegasus' cock.

"Ooh, what is this, hm?" Fancy Pants grinned lightly, stepping into the room now as he gazed at Fluttershy's stiff member, raising an eyebrow with a light smirk. "Rarity didn't tell me you'd be packing some extra magical equipment, my dear Fluttershy!" he teased, only making the shy pegasus blush more.

"P-Please don't tell anypony..." Fluttershy softly responded, blushing up at the big stallion as he approached, grinning warmly back down at her.

"Of course not, my dear." Fancy Pants replied, grinning down at the futa pegasus, leaning down and gently nuzzling her snout. "That is quite a lovely piece of equipment you’ve got there...not very often do I see a mare with one.” he added with a playful smirk, winking to her. "I suppose we should be taking care of it, before we return to the photoshoot, hm?"

Meanwhile, Hoity Toity came up to the door and glanced inside, only sighing and face-hoofing to the sight. "Again? Seriously?" he sighed, shaking his head lightly in annoyance. "If you're going to do this every single photoshoot, perhaps we should host them at your home."

Fancy Pants only chuckled and grinned back at Hoity. "My apologies, old chap. But a wonderful mare such as Fluttershy should have her needs tended to, before we continue with the photoshoot." he replied, winking to Fluttershy again, only making her blush and smile nervously.

"Ugh, whatever. Just make it quick, I haven't got all day you know." Hoity groaned, before turning and leaving, grumbling softly in annoyance, though his cheeks blushed somewhat from the sight of a mare with a stallionhood.

"Heheh...don't you mind him, Fluttershy. He's just a little shy when it comes to three or foursomes." Fancy Pants chuckled a bit, gently nuzzling Fluttershy's blushing cheek. "Now, shall we begin?" he asked, smirking lightly again as he brought a hoof up to the pegasus' wings, stroking gently across the sensitive feathers, while his horn glowed softly, levitating his monocle off of his snout and placing it on the nearby makeup cabinet.

"Mmnh...I r-really think we should just get back to the photoshoot...if Hoity is waiting for us..." Fluttershy softly spoke, despite her arousal telling her to stay and have fun with the two high-class ponies.

"Nonsense, Fluttershy. It would be most impolite to leave a mare in need." Fleur replied with a soft smile, reaching her hoof down and lightly stroking Fluttershy's stiff member again, making her moan quietly from the light pleasure.

"Most impolite indeed." Fancy Pants nodded softly, continuing to gently stroke his hoof over Fluttershy's spread wings. "So, let us have a jolly good time, shall we my dear?" he added with a grin, feeling his own member already starting to peek out of his sheath as his arousal slowly grew. "It has been ages since I've played with a mare with such endowments as yours, Fluttershy."

"Aah...if you two insist..." Fluttershy moaned cutely from all the teasing to her sensitive areas, blushing cutely up at them while her member throbbed eagerly, oozing another drop of precum against Fleur's hoof. "What do you want to do, then?"

"Allow me." Fleur simply answered with a playful smirk, grasping Fluttershy's waist with her magic and gently sliding her forward until she was laying on her back, while at the same time, slipping her fancy dress off, as to not get it damaged or dirtied. Licking her lips gently, she gazed at the stiff futa cock as she knelt down between the pegasus' legs; leaning her neck down and lightly sticking her tongue out before slurping once along the length, making Fluttershy shudder in pleasure.

"Oohh, Fleur..." she softly moaned, midclosing her eyes as the beautiful mare slurped over her member again and again with slow, teasing licks, dragging her warm tongue from the base all the way up to the tip with each stroke. "That feels...nnh, so nice..." she moaned, glancing over at Fancy Pants as he sat down beside her head, his semi-erect member right near her face.

"Go ahead, my dear Fluttershy, he's rather friendly." the white stallion teased with a chuckle, grinning down at the pegasus and watching as she brought a hoof up and gently grasped his member, starting to stroke it slowly. It had to be at least the same size as Fluttershy's, except it was barely even semi-erect. The stallion groaned happily to the soft touch of the mare's hoof, only helping his member to harden even faster.

"Mmnh, oh wow...he must be as big as Big Macintosh..." Fluttershy thought as she stroked the hardening stallionhood, leaning closer to it and starting to gently slurp the tip of it, blushing deeper as she watched it grow and grow in size, becoming harder with every slurp she gave it. All the while, her own member continued to twitch happily from Fleur's licking, rewarding her with drops of sweet precum, which were quickly lapped up by her expert tongue.

"Mm, that's it, my dear...such wonderful hooves..." Fancy Pants sighed happily as the pegasus' teasing strokes and slurps quickly brought him to a full erection; his member standing proudly at a massive twenty-four inches, with quite a girth to match. "Ahh, see...he likes you." he teased with a light chuckle, grinning playfully down at Fluttershy as his member twitched softly against her hoof.

"Oh wow...you're massive..." Fluttershy softly moaned, continuing to stroke her soft hoof up and down that impressive length as she felt it throb and twitch lightly in arousal, glancing a little lower to see two rather large balls hanging below, at least the size of tennis balls, pent up with lots of the stallion's seed.

"Heheh...but of course, Fluttershy darling...just another reason why I'm the most important stallion in Canterlot." Fancy Pants teased with a smirk, gently stroking his hoof through Fluttershy's soft mane as he sighed in pleasure, feeling his warm precum smearing onto Fluttershy's hoof already as his member twitched against it.

Fleur meanwhile gave the futa pegasus' cock a few more slurps, before pressing her lips to the tip of it and sliding the head and first few inches into her warm mouth, starting to massage the hard shaft with her lips, while her tongue continued to slurp and tease the length, only adding to Fluttershy's pleasure. At the same time, one of her hooves slid down lower and began to tease the pegasus' nether lips, rubbing over the sensitive folds and slightly-swollen clitoris.

"Aahh...Fleur..." Fluttershy gasped softly in pleasure from all the teases, easily pushing her pleasure higher and higher as Fleur began to slowly bob her head up and down, working the futa cock with her expert oral skills. "S-so good...!" she groaned blissfully, her cheeks still tinting a deep red from her arousal while her hoof continued to stroke along Fancy Pants' massive shaft.

"Why don't you give him a taste as well, my dear?" Fancy Pants suggested with a playful wink, bringing a hoof down to his member and pressing it lightly, guiding the tip of it towards Fluttershy's partially-open mouth. "I assure you it's quite delicious. At least, that's what Fleur tells me." he joked with a soft chuckle.

"Mmnh...y-yes..." the shy pegasus softly replied, opening her eyes again and glancing at Fancy Pants' eager cock, sliding her hoof down toward the base before moving her head forward and gently wrapping her lips around the tip, starting to lightly suckle on it and slurp her tongue across the tip, tasting the stallion's salty precum; the soft teasing of her lips and tongue making the stallion groan happily in pleasure.

"Ooh, that's it, my dear Fluttershy..." he groaned, lightly placing his hoof on her head again as she gently suckled on the tip and first few inches of his member, which only throbbed more from the increased pleasure, rewarding the pegasus with bigger drops of his precum. "Mmnh, I dare say you have some competition, Fleur." he teased the other mare with a playful smirk, making her blush lightly as she bobbed her head up and down steadily, easily taking in over half of Fluttershy's cock each time, being rather used to Fancy Pants' huge length.

"Aahh...mnhhmm...!" Fluttershy moaned onto Fancy Pants' cock as she suckled on it, starting to slowly stroke her hoof along the length again to tease him with even more pleasure. She felt her own orgasm building up rapidly though, mostly from Fleur's expert oral work; the unicorn's lips pursed tight around the futa cock as she bobbed her head, dragging and stroking her tongue all along the length as well. That, combined with the soft hoof firmly rubbing her cunny and clit, provided her massive pleasure; feeling as if she was about to cum any moment now.

"So delightful...mm...my dear Fluttershy!" Fancy Pants sighed in bliss, closing his eyes as he enjoyed the pegasus' blowjob, keeping his hoof lightly resting on her soft, silky mane as she serviced his massive cock, throbbing a bit harder in her mouth as it released more spurts of his sticky seed. He glanced down and opened his eyes though as he heard her groan out loudly, stopping her blowjob momentarily as she hit a powerful climax.

"MmmnNHNHH!" the futa pegasus cried out blissfully around Fancy Pants' member, closing her eyes tightly as her hips instinctively bucked up against Fleur's mouth. Her member twitched hard and erupted powerfully within the unicorn's hot maw, gushing loads of her steamy seed all over, only to be quickly swallowed up by the skilled unicorn, again, used to Fancy Pants' much larger load. A few violent twitches later, Fluttershy sighed blissfully as her orgasm ended, feeling Fleur's mouth slowly sliding up and off her member.

"Mm, rather delicious, I say..." Fleur softly spoke as she licked her lips, grinning lightly at the pegasus while she brought her hoof up, soaked in the pegasus' vaginal juices. "I dare say, mmm, you've got some competition as well, my dear Fancy Pants." she teased the stallion in return as she slurped the sweet juices off of her hoof, smirking playfully over at the stallion.

"Heheh, if you insist, my love." the big stallion replied with a soft chuckle, stroking Fluttershy's mane softly as she pulled her head back as well, gasping softly to catch her breath after her powerful orgasm. "That is quite a lovely mouth you've got, Fluttershy dear." he complimented, grinning down at the pegasus as his member twitched in arousal, oozing a drop of pre onto her chest.

"Aahh...ahh...th-thank you..." Fluttershy replied quietly, blushing as she glanced back up at the horny stallion, her hoof still gently grasping his twitching member. "Fleur is awfully good...as well." she added, smiling softly at the unicorn between her legs, making her blush and smile in return.

"Mm, of course...one of the reasons the most important stallion in Canterlot loves me." Fleur teased with a giggle, poking her tongue out a bit toward Fancy Pants, who chuckled softly in return. "Isn't that right, my dear?"

"Most indubitably, my lovely Fleur." Fancy Pants replied with a playful smirk, reaching over and gently stroking the unicorn's cheek. "Quite a magnificent mouth, you've got. Fluttershy here seems to be rivaling it, though." he teased, grinning back down at the futa pegasus.

"Is that so...perhaps I will have to see for myself." Fleur replied with a lustful grin towards Fluttershy, licking her lips gently as she gently grasped the pegasus' waist and pulled her forward a bit, bringing her a little further away from the wall, before she and Fancy Pants switched places; Fleur now kneeling over Fluttershy's head while Fancy Pants knelt between her legs, gently grasping her waist and lightly rubbing his aroused stallionhood against Fluttershy's, making her blush deeply again.

Having the unicorn's moist cunny so close to her snout easily flooded Fluttershy's nostrils with that sweet scent, only helping to rekindle her arousal, her member twitching softly as Fancy Pants' much larger shaft rubbed along it, smearing a bit of precum between them. "Mm, enjoying the view, Fluttershy?" Fleur teased with a playful smirk, lightly pressing her hips down, squishing her rather voluptuous rump against Fluttershy's face; her moist nether lips rubbing against the pegasus' snout.

"Ahh..y-yes..." Fluttershy moaned cutely, blushing even deeper as the unicorn's soft rump pressed against her for a few moments, before she brought it back up again, leaving Fluttershy with the perfect view of her moist pink lips again. Fancy Pants meanwhile pulled his hips back a bit and pressed the tip of his member against Fluttershy's moist cunny, teasingly prodding her with it a bit.

"Ready, my dear Fluttershy?" Fancy Pants asked with a lustful grin, his member twitching eagerly as the tip of it pressed and rubbed against Fluttershy's quivering nether lips, smearing a drop of precum along them.

Nodding softly, Fluttershy reached up and gently grasped Fleur's waist, before leaning her snout up and lightly sticking her tongue out, gently dragging it over the unicorn's warm slit, making her sigh softly in pleasure. After a few gentle slurps though, she felt Fancy Pants push forward, slowly penetrating her with his massive shaft, making her groan out loudly in bliss. "Aahh...F-Fancy Pants...!" she moaned, closing her eyes tightly from the surge of pleasure coursing through her.

With his member being somewhat thicker than Big Macintosh's, it stretched the pegasus' insides a bit more, but any pain was overshadowed by pleasure; Fluttershy's member twitching hard in arousal as the massive stallionhood pushed slowly into her hot depths. "Ahh...quite a lovely tightness, my dear..." Fancy Pants groaned, biting his lip softly as he gripped the pegasus' waist a little tighter, sliding his member deeper inside inch by inch, loving the feel of the soft inner walls squeezing around his stallionhood.

The increase of pleasure only drove Fluttershy to more firmly slurp over Fleur’s moist cunny, soon pressing her lips against it and sliding her tongue inside, eagerly lapping at the hot, soft inner walls. "Ah...! Oh yes...I certainly see what you mean, dear..." Fleur gasped and moaned in bliss as she felt the pegasus' tongue pushing inside her and firmly stroking along her silky insides, getting a wonderful taste of the unicorn's sweet juices. As the tongue teased her insides, she lightly shifted her hips back and forth, grinding her warm slit against the pegasus' snout.

"Mmnh, glad to know I'm not the only one enjoying our wonderful guest!" Fancy Pants teased with a playful smirk, sighing happily as he sunk roughly 3/4 of his length into Fluttershy's hot depths, before starting to steadily buck her, groaning in pleasure as the soft walls continued to squeeze his large shaft quite firmly. "Aahh...very wonderful indeed..." he groaned, oozing large drops of precum inside the pegasus already as his orgasm built up more, already built up a bit from the previous oral treatment his member had received.

"Mmpmmh...mmnhh...!" Fluttershy could only moan blissfully into Fleur's love canal as she slurped firmly along its silky walls, blushing deeply from the pleasurable pounding she was receiving, only causing her member to twitch harder and ooze drops of her own precum onto her belly, soaking into her coat a bit as well. Gripping Fleur's waist tighter, she pushed her tongue even deeper, managing to graze over the unicorn's G-spot, sending a shock of pleasure through her body.

"Ooh...Ah!" the unicorn cried in bliss as she felt the teasing tongue stroke over her sweet spot, shuddering from the wonderful pleasure it provided. Panting lightly, she leaned one hoof back against the wall, grinding her moist slit more firmly against Fluttershy's snout, eager for more of that wonderful tongue inside her; rewarding the pegasus with copious amounts of her sweet juices as her orgasm approached. "S-such a magnificent tongue!"

"Nnh, isn't it, though?" Fancy Pants replied between blissful grunts and groans, thrusting a bit harder and faster into the pegasus' tight snatch now as his precum lubed up her insides even further. With each firm thrust inside, his sizable balls slapped against Fluttershy's rump, only serving to remind her of the huge load that was not too far off now; the thick stallionhood beginning to throb even harder as Fancy Pants' orgasm drew ever closer, about to blow any minute now.

Of course, with all the pleasure and arousal building up within her, Fluttershy's orgasm was rather close as well; her member throbbing and twitching hard above her belly and oozing more drops of precum onto her coat, while her balls contracted lightly, preparing to release their own load. Panting and moaning blissfully into Fleur's cunny, she continued to eat it out to the best of her ability, firmly dragging her tongue along those hot, silky walls and repeatedly brushing it over the mare's sweet spot, driving her crazy with the shocks of pleasure it produced.

"Mmnh, oh Celestia!" Fleur cried out loudly as all the teasing tongue-strokes easily brought on her orgasm; her body shuddering again as she squealed in bliss and climaxed over the pegasus' tongue and snout, filling her mouth with her sweet essence and splashing some of it onto her snout and face as well. Fluttershy eagerly lapped it up, enjoying the sweet taste of it, though the feeling of her own orgasm quickly caught her attention again.

Her member continued to twitch hard in pleasure as she felt her orgasm coming on, closing her eyes tightly and crying out blissfully, pulling her snout back from Fleur's cunny as she climaxed; her silky insides squeezing even tighter around Fancy Pants' shaft while her own cock gushed loads of seed all over her own belly, soaking her coat even more with the hot, thick liquid.

"Ahh, there we are..." Fancy Pants teased with a playful smirk, panting and glancing down with mid-closed eyes, seeing Fluttershy's member gushing loads all over her belly. "Quite impressive...mnhh...for a mare..." the lustful stallion complemented, biting his lip gently as he felt his own orgasm rapidly coming on.

"However...nnh...let me show you a real stallion's load!" he teased, giving a few more hard thrusts before groaning out loud in bliss and burying almost his entire length inside Fluttershy's snatch, feeling it throb even harder as it began to release what seemed to be a river of seed inside the mare, flooding her insides with a powerful stream of boiling hot seed. "Aaah....!" he groaned in bliss, his hips still bucking back and forth a few inches as he unloaded into the mare, only making her blush deeply again and moan cutely as she felt the rush of heat filling her up.

"Nnh..F-Fancy Pants..." she moaned cutely, closing her eyes and blushing deeply again, feeling her belly bloating lightly from the sheer amount of seed filling her up; Fancy Pants having been quite pent up, thus able to put out so much seed. His orgasm persisted for what seemed like hours to the futa pegasus, before he slowly pulled back, sighing blissfully as his orgasm subsided, bringing on his afterglow. "S-so much..."

"Mmnh, of course, my dear Fluttershy...such a wonderful mare only deserves the best." Fancy Pants replied with a soft grin, panting softly as he caught his breath after that powerful orgasm, sitting back and sliding his member out of the pegasus' slit, a good amount of his seed oozing out. "I take it you enjoyed yourself as well, Fleur darling?" he asked, glancing up at Fleur, who was still recovering from her powerful orgasm.

"Very much so..." Fleur replied, sighing blissfully in her own afterglow, smiling down at Fluttershy as she pulled her hips back a bit, before semi-collapsing next to her and cuddling closely, nuzzling her cheek affectionately. "Such a skilled tongue...very few mares in Canterlot even come close to providing such pleasure." she complimented with a grin.

"Oh, thank you...it's the least I can do for such hospitality from you." Fluttershy replied with a soft giggle, smiling back at Fleur and nuzzling her in return, gently slurping her cheek. "I didn't think I'd be good enough for high-class ponies like you two..."

"Heheh, you certainly are good enough, my dear." Fancy Pants chuckled and grinned as he came up beside the two cuddling mares and gently nuzzled between them. "I dare say Fleur will have competition if you ever return." he teased, poking his tongue out playfully toward the unicorn, who giggled softly in reply. "Now, shall we get ourselves cleaned up and back to the photoshoot?"

After cleaning up and putting on new outfits, the two mares returned to the photoshoot, much to the relief of an impatient Hoity Toity, taking quite a lot of photos of various dresses from the stallion's summer line. Once they were finally finished, it was mid-evening; Fancy Pants escorting Fluttershy back to the castle's guest room.

"I'll be sure to meet with you at the party, my dear Fluttershy." he spoke as the mare stepped through the door to her room, turning and smiling back at him.

"Okay, Fancy Pants. Thanks for bringing me to that photoshoot today...it was a lot of fun." she added, smiling and blushing softly again, her wings lightly fluttering against her back from remembering the fun she had with the two classy unicorns. "If I ever come up to Canterlot again, I'll be sure to stop by."

"That sounds delightful, my dear." Fancy Pants grinned softly and nodded, before bowing again. "Good evening to you, Fluttershy." he added, before turning and heading back down the winding staircase, Fluttershy gently closing the door once he was out of sight.

"Mmm, what a stallion..." she thought with a content sigh, walking over to her bed and slipping out of her dress, hanging it up on one of the hooks on the wall before climbing up onto the large bed. “I might be able to have a little more fun with him at the party...hehe...” she softly giggled as she laid back against the pillow, closing her eyes slowly. “But for now...mm...a little rest...” she thought, yawning softly in fatigue, quite tired out from all of the fun she had during the afternoon; easily drifting off to sleep in a matter of minutes.

Meanwhile, just outside one of the higher-up windows of the room, a rather large pony was delicately flapping its wings as to not make much noise, glancing in through the window at Fluttershy. “Hehe...perfect...you’re playing your part just perfectly, Fluttershy.” it thought with a smirk before taking off again towards larger spires of the castle.

END CH.9

Chapter 10: Princess Luna

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

Morning came rather quickly for the pegasus; having been quite exhausted from all her fun yesterday, allowing her to sleep quite soundly. She awoke a little later than she usually did, being roused by what seemed to be the scent of food. Blinking her eyes open, she inhaled through her nostrils a couple more times, getting a better whiff of the delicious scent.

"Where is that coming from...?" she thought, looking around the room and not seeing anything different, climbing out of bed after a few moments and stretching her wings, yawning softly. What she did notice though was a little yellow slip sticking through the mail slot on the door. Walking over to it, she plucked it out of the slot and read the inscription.

"One deluxe breakfast package for Ms. Fluttershy. Courtesy of Princess Celestia of Equestria."

Raising an eyebrow, she pulled the door open to see that right outside her door, a cart had been left, with a large tray on it, covered with a large silver dome. "The princess sent me this?" she thought as she put the little card down on the tray, before lifting up the dome, revealing a magnificent spread of various breakfast foods: Muffins, toast, bagels, finely-prepared oatmeal, among other delicious-looking foods, all prepared by Equestria's top chefs.

"Oh wow, this looks delicious..." she thought with an eager smile, licking her lips gently while her belly rumbled a bit. Pulling the cart into the room, she closed the door behind her before pushing the cart over toward the little table at one side of the room, placing a few of the foods onto the empty plate and placing that on the table. "Mmnh...wonderful...!" she thought with a blissful sigh as she ate; the food tasting unlike anything she had ever eaten, even better than the Cakes' baking.

After she finished eating, she took another bath in the large tub, making sure to clean herself extra-good today, wanting to look her best for the party at night. While in the bath though, she couldn't help but be slightly worried about visiting the princess, who seemed to be completely unaware of Fluttershy defying her orders.

"It's so weird..." she thought, glancing down at her sheath and gently stroking it with one hoof, feeling the soft tingles of pleasure as she relaxed in the steamy water. "But then again...she only found out the first time because Luna told her..." she continued, blushing lightly in embarrassment as she recalled that night last week.

"And why hasn't it disappeared yet? Celestia did say Saturday." Fluttershy thought, watching as her member pushed out of her sheath and hardened up a little bit from her slow stroking; the relaxing bath allowing her arousal to easily grow. "Perhaps it disappears at midnight or something..." she thought, closing her eyes and sighing contently as she enjoyed the soft tingly pleasure from her member, feeling it stiffen more against her hoof.

"I do suppose...I should play with it one last time, if it disappears some time before midnight..." she thought with a slight grin, opening her eyes again and glancing down at her now semi-erect member, throbbing gently against her soft hoof. Stroking it a little faster now, she sighed in pleasure as it continued to grow harder, only taking a few more moments before it became fully erect, throbbing lightly against the pegasus' hoof.

Leaning her head back against the edge of the tub, she continued to steadily stroke her twitching member, sighing blissfully from the wonderful feeling of pleasure combined with the heat of the water around her body. "Mmmnh...I'm certainly going to miss this..." she thought out loud with a soft giggle, her wings lightly fluttering in arousal as her pleasure gradually increased.

Of course, with the hot water easily relaxing her body, her orgasm built up rather quickly; the futa cock throbbing harder as she continued to stroke it quickly up and down, gently biting her lip while her stiff wings continued to lightly twitch against the wall of the tub. "Aahh.....nnh...!" she gasped softly in pleasure as she finally came after only a couple minutes, blushing deeply as the pleasure surged through her body.

With each throb it gave, her member gushed a load of seed into the water that surrounded it, mixing in with the hot water and turning it a little white around the pegasus before her orgasm subsided. "Mmnh...how wonderful..." she thought, panting softly in the afterglow of her orgasm; slowly opening her eyes again and blushing deeply as she saw the cloudy white liquid in the water all around her. "Oops...hehe...guess I'm going to need to take another bath." she thought out loud with a soft giggle.

After taking the second bath and brushing her hair to its usual neatness, it was late morning, leaving her with quite a bit of time before the party. "Hm...I wonder what I should do..." she thought as she slipped into her casual dress, adjusting it so that it adequately hid her 'equipment' from view. "I don't really know Canterlot very well...I wonder what there is to do around here?"

Leaving the room and heading outside, she spread her wings and took to the air, flying out over Canterlot and glancing down at all the fancy-looking buildings below. Spotting a sign hanging off the side of one of the buildings, she was reminded of the time Rarity told her about a wonderful spa in Canterlot; recognizing the logo on the sign immediately. "Perhaps a nice relaxing spa day, then?" she thought with a soft smile, flying down towards the building.

With how wonderful the spa was, the pegasus ended up spending most of the day there, the workers giving her free service after hearing that not only was she was staying in the castle, but she was also an Element of Harmony. When she left, it was late in the afternoon, leaving her a little extra time before the party began. Heading back to her room, she put on her fancy dress and adjusted it a bit so that it'd cover her up a bit more, smiling a bit at herself in the mirror. "Time to go have a wonderful night." she thought with an excited giggle, before turning and leaving the room, taking flight towards the front of the castle.

Approaching the front entrance to the castle, Fluttershy could see lots of carriages pulling up to the gates, with fancy-dressed ponies stepping out and walking down the cobblestone pathway to the castle. "Oh wow, this is just like the Grand Galloping Gala." she thought with a smile, her wings fluttering softly in excitement as she trotted lightly down the path as well, glancing up towards the magnificently-decorated castle as she did.

Walking across the lowered drawbridge, she entered the main foyer of the castle, where just as with the Gala, the princess herself was at the top of the staircase, greeting all of the guests one by one. With a light blush and a smile, she walked up to the short line and waited to see the princess, smiling rather nervously up at her once she finally got to the front of the line. "Good evening, Princess..." she softly spoke, still blushing lightly as she genuflected in front of the large Alicorn. "And good evening to you, my dear." Celestia replied with her usual warm smile. "So nice to see that you've arrived. I suggest you make your way to the dining hall, as dinner will be served soon." she added, motioning towards the hallway to the right, where a few waiters were pushing carts towards the dining hall.

"Thank you, princess." Fluttershy smiled and nodded in return, before heading over to the right, following the waiters down the hallway and sighing happily as the scents of delicious foods filled her nostrils already. "Mmm...nothing like royal cooking." she thought with a light giggle, her stomach rumbling softly in hunger from the delicious scents. As she made her way into the dining hall, she spotted Fancy Pants and Fleur sitting at one of the tables, trotting over to it as the two noticed her.

"Ah, so good to see you here, Fluttershy." Fancy Pants spoke with a grin, pushing out one of the chairs for Fluttershy, which she gently sat down in. "I was wondering when you'd show up. Glad you could make it."

"Hehe...I wouldn't miss it for the world." Fluttershy replied with a cute smile, her ears perking up lightly though as she heard the sounds of a piano being played; glancing over to the middle of the room and seeing a little stage with a piano on it, being played by the same stallion that had been playing at the gala.

"Quite a lovely piece, if I do say so myself." Fleur commented, gently leaning against Fancy Pants' side as she enjoyed the music as well, levitating her wine glass off the table and sipping gently from it. "One of the better pianists in Canterlot, for sure."

"Mmhm, I would most certainly agree." the big stallion nodded and grinned lightly down at Fleur, gently nuzzling her cheek in affection. "But nowhere near as wonderful as my sweet mare's singing." he added, trying to keep the mare happy after yesterday; Fleur having become rather distressed at Fancy Pants taking a liking to their new futa-pegasus friend. "Would you like some wine, Fluttershy dear?" he asked, glancing back up towards Fluttershy again as his horn glowed, levitating the expensive wine over to Fluttershy's glass and tipping it, pouring into the glass until it was mostly full.

"Oh, thanks." Fluttershy nodded softly, before delicately picking up the fancy wine glass and sipping gently from it, not really enjoying the taste, but still smiling politely. "Mm...it's kinda good." she spoke, licking her lips softly, finding the aftertaste at least somewhat enjoyable.

"Heh, just don't drink too much now, you won't want to forget this lovely party!" Fancy Pants joked with a chuckle, grinning a bit at the pegasus, who blushed softly and smiled a bit in return. "And it seems that party is just beginning." he added as he saw bunches of waiters slowly coming around to each table and setting large platters down on them, while Celestia slowly and gracefully walked up towards the stage in the middle, where the pianist finished his song and sat quietly, awaiting the princess' arrival.

Stepping up onto the stage, the sun goddess Alicorn's horn glowed softly, dimming the lights quite a bit, while also pulling a microphone off the little stand on the stage, bringing it up to her snout. "Good evening, my loyal subjects. Your princess is very pleased with this large turnout of wonderful ponies." she spoke with a smile, glancing around the room.

"But there is one pony in specific of whom I am most delighted to have in our presence tonight." she added, causing Fluttershy's ears to perk up and her stomach to twist a bit in anxiety, not really wanting to be the center of attention at such a huge party. "Joining us in Canterlot Castle on this fine evening, is none other than the Element of Kindness, Fluttershy!" she added, her horn glowing a little brighter as she summoned a spotlight-type light over Fluttershy.

Blushing deeply from the attention, she glanced around nervously, though the room only filled with the sounds of hooves clopping together with a few cheers for her, making her smile a bit, her wings fluttering lightly as well. After a few seconds the spotlight faded though, returning to Celestia once more.

"As for now, my subjects, enjoy the cooking of the finest chefs in Equestria." Celestia added, her horn glowing once more as she grasped the lid of every single platter and lifted them all up at once, revealing wondrous feasts on every single table as the lids flew up and over the crowd, returning to the chefs' trays. With the guests now focused on their meals, Celestia stepped down again as the pianist resumed playing, walking over towards the table Fluttershy was sitting at.

"Oh wow, what a fancy meal." Fluttershy complimented, glancing over the incredibly appetizing spread of foods on the platter, her stomach rumbling a bit in hunger again. She watched as some of the food was levitated into the air by Fancy Pants' magic, being placed down onto the plate in front of her. "Hehe, thank you dear." she smiled cutely, before leaning forward and gracefully eating off the plate, sighing happily from the wonderful taste.

"Enjoying yourself, Fluttershy?" Celestia's voice came from the pegasus' side, making her shudder a bit in surprise, coughing lightly before swallowing her bite of food, glancing up to her left to see that Celestia was now seated beside her, smiling warmly down at her. "The chefs here truly are the best of their craft."

Gulping a bit nervously, Fluttershy tried to smile and nodded softly, blushing cutely again. "Y-Yeah...it's really tasty." she replied, licking her lips gently, trying not to look or sound too nervous, but of course, not doing too well at that.

"So glad to hear that you're enjoying yourself." the goddess-princess only kept her warm smile, before turning towards Fancy Pants and Fleur at the other side of the table. "And you, Fancy Pants? How is your evening going so far?"

"Oh, quite wonderfully, princess." Fancy Pants replied with a confident grin, gently cuddling Fleur against his side as she cutely leaned against his neck. "I always love visiting your lovely castle, princess. A treat even for a stallion of my social level." he added with a chuckle, Fleur giggling lightly as well.

"Mm, glad to hear it." Celestia giggled softly as well, before glancing back towards Fluttershy. "Well, enjoy your evening here, Fluttershy. I must attend to boring royal business, sadly." she added, playfully sticking her tongue out a bit, while at the same time, her horn glowed softly; her magic aura skimming across the top of the liquid in Fluttershy's wine glass for a brief moment as the Alicorn stood up. "Farewell, my dear." she spoke, before turning and leaving the table.

"Hmm...she's acting awfully strange..." Fluttershy thought, not really having expected the princess to be kind and compassionate, towards someone who had angered her and received a 'punishment' just a week ago. "Oh well...she seemed sincere enough." she thought, before returning to eating, noticing that Fancy Pants and Fleur had begun to eat as well, flirting with each other a bit as they ate, though it was mostly Fleur starting it, wanting to keep the stallion's attention on herself.

Once dinner was finished, a group of guards led all of the guests over to the royal ballroom, where instead of just a pianist, a whole band of musicians was playing from the stage; roughly the same group from the Gala, including a certain cellist that seemed oddly familiar to Fluttershy.

As the ponies began to spread out along the shiny floor of the ballroom, Fancy Pants approached Fluttershy with his usual friendly grin. "May I have this dance, my dear Fluttershy?" he asked, much to Fleur's dismay; the unicorn sighing a bit as she watched from a few feet away.

"Hehe...of course, Fancy Pants." Fluttershy smiled and blushed cutely to the offer, before following the stallion to the middle of the floor, where many of the other couples had begun to dance already. The stallion gently grasped Fluttershy's front hooves and, with a little help from his magic, stood himself and Fluttershy up on their back legs, making them stand out in the crowd.

"Mm, ever dance like this, my dear?" he added with a grin as he slowly began to dance with the mare, moving slowly and gracefully with her, catching the attention of a lot of the other ponies; such a style of dancing being quite rare, even for Canterlot.

"Oh...my..." the shy pegasus blushed even deeper from all the attention she and Fancy Pants were getting, her wings spreading a bit in anxiety as she followed his movements, holding tightly to his hooves as he guided her. Luckily, the stallion's larger body blocked most views of her crotch, keeping her male bits hidden for the moment. "This is...quite interesting..."

"Glad you're enjoying it, dear." Fancy Pants smiled warmly in return, also making sure to keep close to the mare, wanting to hide her secret just as much as she did; his magic lightly grasping her dress and tugging gently at it to try and make it cover her up as much as possible, in this standing position. "Not very often I get to dance like this...especially with such a lovely mare." he added with a playful grin, gently nuzzling the pegasus' snout, only making her blush more.

"Mmnh, you're too kind..." Fluttershy softly replied with a smile, nuzzling his snout in return as she cuddled closely to him, continuing to follow his movements in the slow dance, enjoying the soothing sounds of the lovely music that the musicians were playing. As she relaxed and eased into the dancing though, she seemed to feel a little cold; as if the room temperature had decreased a few degrees.

Despite the fact that she was wearing a dress, and also cuddled close with another pony, she still felt a little cold, shivering lightly against him as she continued to slowly dance. "What's going on...?" she thought, finding the sudden chilliness quite strange, of course.

"Something the matter, my dear?" Fancy Pants quietly asked, feeling the pegasus shiver against his body a couple times, glancing down toward her again as he continued to hold her close to his body, keeping her crotch nice and hidden.

"Oh, um, I just feel a little cold I guess." Fluttershy answered softly as Fancy Pants slowly let her down to her feet again, adjusting her dress again with his magic to cover her up adequately.

"Ah, not a problem my dear. Why not go warm up by the hors deurves table? Surely you can find some warm treats there." the big stallion suggested with a warm smile, stroking his hoof over Fluttershy's shoulder.

"Hehe...yeah...I'll be right back, then." Fluttershy smiled softly and nodded, before turning and heading over towards the large table, which was covered with countless different kinds of pastries and baked goods, being kept nice and warm by the table, which was enchanted to stay warm just for that purpose.

Taking a rather delicious-looking Blondie, she took a nice big bite out of it and sighed happily from the wonderfully sweet taste; the mixture of chocolate chips and nuts providing a unique taste. Of course, the warmth of the pastry only added to the potency of the flavor; the table keeping it so warm that one would think it was fresh out of the oven.

"Mmm...tasty..." she thought with a slight grin, licking her lips gently as she finished the little pastry, though still, she felt a little chill down her spine, shivering a bit from the strange coldness that was coming over her. "What's going on?" she thought, before feeling a certain tingling between her legs. "Oh, no...not here, not now!" she thought as her eyes widened a bit, feeling her sheath swelling as her member slipped free and began to slowly slide out.

Along with the slight chilliness, she could also feel a hint of arousal welling up within her. "Nnh, no, stop...go back in!" she groaned in her mind, glancing nervously over at the ballroom floor, not seeing anyone looking at her; Fancy Pants now dancing happily with Fleur. Despite her efforts to make it stop, Fluttershy's cock continued to slide free of her sheath and stiffen up, her cheeks blushing deeply in embarrassment.

With a light squeak, she turned and briskly trotted towards the nearest door, leaving the ballroom completely unnoticed by anypony, except for a certain princess with a watchful eye, sitting in one of the corners of the room and sipping from a teacup. "You can't hide from me in my own castle, Fluttershy." she thought with a light grin, sipping from the teacup again.

With all the attention on the party, the hallways and staircases Fluttershy trotted through were all empty, though she wasn't really paying attention to where she was going; just wanting to be hidden from anypony that might see her. The chills had only amplified noticeably, making her shiver lightly as she trotted, while her now fully-stiff member bobbed and wobbled around with her movements, twitching in arousal.

"Why am I so horny all of a sudden?" she thought with an annoyed groan, completely perplexed as to why she had become so aroused in the past few minutes, despite not thinking about any sort of thing during the night. It all seemed so sudden, as if some sort of spell had been cast on her while she was dancing. After a minute of wandering around the hallways, she finally came to a stop in front of a doorway at the end of a dead-end hall, glancing back behind her before pushing the door open.

The room before her was quite dark, only being lit by a beam of moonlight coming in through the window, just barely illuminating the various furniture in the room. From what she could tell, it was a bedroom, having a large bed over on one side of the room, with other furnishings like a dresser and desk, as well as what appeared to be a little kitchen-type area off to the side. "Whew...I'll be able to take care of myself here and get right back to the party." she thought with a soft sigh of relief, before closing the door behind her.

Reaching for the light switch, she flicked it upward, only to find that it seemed to have no effect. No lights turned on within the room, leaving it still only illuminated by the moonlight. "No problem...I guess." she thought with a soft sigh, before lightly trotting up to the bed, noticing an odd-shaped bulge in the blanket.

"Hm? What's this...?" she thought, glancing at the seemingly pole-shaped bulge in the blankets, as if a segment of large pipe was under the blanket. Gently grasping the edge of the blanket, she pulled it back slowly, only stopping and gasping once she saw what appeared to be dark blue hair near the pillows. "Is somepony sleeping here?" she thought, taking a couple steps back and blushing deeply as the creature under the blanket began to stir, finally coming into view as it seemed to sit up in the bed.

"Mmnh, who goes there..." it spoke in a rather tired female voice, Fluttershy seeming to immediately recognize it though, despite not knowing who, or what this creature was at first. She could now see at least the upper half of its body: Some sort of pale-skinned, long-armed creature with long, dark-blue hair, and two sizable mounds on its chest. "Fluttershy? Is that you?" it spoke, blinking its eyes a bit as it glanced down at the pony beside the bed.

There was no mistaking it now, Fluttershy knew exactly who this creature was. "P-princess Luna? Is that you?" she softly spoke, still shivering a bit in fear and blushing cutely as the odd-looking creature stared back down at her. "Wh-what is with your body? You're not a pony anymore!" she added, seeing a bit more clearly now that her eyes were adjusting to the darkness, the pale-skinned creature looking very similar to the princess of the night.

"Oh dear." Luna bit her lip gently, before pulling the blanket over her body again, hiding herself from the pony. "Leave us, Fluttershy. We do not wish to be seen like this!" she groaned, though Fluttershy only stepped a bit closer to the bed.

"Princess, what's wrong? Are you alright? You're not hurt are you?" Fluttershy asked, rather worried for the princess now, after seeing her in such a strange physical form.

"Yes, we are fine, now leave us be!" Luna commanded in return, still holding the blanket over her body and blushing deeply.

The worried pegasus only bit her lip softly, not really wanting to leave the princess when she was so clearly distressed; moving a little closer and putting her hoof on the side of the bed. "Are you sure, Princess? Is there anything I can do to help you?" she softly spoke, gently pressing her hoof against the side of the bulge in the blanket.

Sighing softly, Luna figured that Fluttershy had already seen her like this, so it wouldn't really matter if she saw her again. Slowly lifting the blanket off of her body, she sat up again, glancing at the yellow pegasus beside her. "We do...not wish to be seen like this, Fluttershy, but...we suppose you have already seen us. We are not sure how you can help us, though..." she softly spoke, still blushing in embarrassment.

Gazing upon the form of the princess, Fluttershy found it rather intriguing; having never seen a bipedal creature quite like the form Luna had taken. Though, she seemed to be rather enticed by the two cantaloupe-sized mounds on Luna's chest, blushing a bit as she stared at them, only inciting a feeling of arousal within her. "I...don't understand, Princess...why do you look like this?"

"It is our sister's punishment." Luna replied, crossing her arms over her busty chest, still blushing cutely. "She has turned us into this...human form, for the duration of the week." she explained, sighing a bit.

"A...human?" Fluttershy asked rather curiously, having never heard the term before. "What is that? I've never seen anything like it."

"Well...they are mythological creatures, Fluttershy. They have not existed in this world for thousands of years. Even before our reign." Luna explained, glancing over her body again. "That is why you have never seen or heard of them. No book would have any information on something that has not been around for millenia."

"I see..." Fluttershy nodded softly, glancing up at the princess' curvy chest again, strangely attracted to the sight of the smooth, soft orbs; only making her stiff member throb more in arousal. "W-Well...at least you'll be back to normal by the end of the night, right?" she added with a soft smile, trying to cheer up the visibly saddened human a bit.

"Yes...we do suppose you are correct, Fluttershy." Luna nodded softly, sighing a bit. "We absolutely despise this repulsively ugly form. Surely we shall enact our revenge upon sister once it is through." she grumbled, huffing cutely.

"Well, um...I don't think you look ugly, princess." the lightly-blushing pegasus replied, still smiling a bit as she tried to console Luna. "You look pretty...cute...like that." she continued, actually finding the bipedal form to be more attractive than 'cute', but of course, she didn't want to sound rude.

Luna only shook her head softly, pouting cutely. "We are hideous, Fluttershy. This whole week we have been hiding in here to avoid being seen." she replied, glancing down at her naked body again. "And not only is this body hideous, but it is very impractical!" she added, before grasping her smooth melons and squeezing them, holding them up a bit. "These fat udders are so heavy that my back hurts if I stand up for too long!" she whined, shaking the big orbs left and right.

"Oh, my..." Fluttershy blushed deeply to the sight of the soft breasts jiggling around, only making her member twitch harder in arousal. Something about that part of Luna's body was sparking more and more arousal within her. "Y-You don't look bad at all, Princess...I think you look...kinda sexy..." she spoke rather quietly, tilting her head down a bit with a slightly guilty look on her face, glancing up at the busty princess still.

Blinking a bit at the pegasus' words, Luna tilted her head slightly in confusion, honestly not expecting such a compliment. "You...really think so?" she replied, still gently holding onto her heavy chest as she noticed the pegasus' wings flared up and stiff from arousal.

"Of course, Princess." Fluttershy nodded softly, smiling a bit now as she kept looking upward at the busty human. "You may not be a pony anymore...but you still look really nice..." she continued, before glancing at the princess' chest again. "And those two big things on your chest...I don't know why, but...I really like how they look." she added, blushing a bit more as her member kept twitching in arousal, dripping a bit of precum onto the floor below her.

"We see..." Luna was blushing cutely now as well, finally catching a whiff of Fluttershy's aroused scent as she stroked her hands over her smooth chest. "If memory serves correctly, these are essentially the human's udders...such an inconvenient location." she explained, lightly fondling them with her hands, only causing her nipples to perk up lightly from the soft pleasure. "They are quite cumbersome, yes...but I do suppose they are rather...nice looking."

Fluttershy bit her lip softly as she watched the two orbs jiggle some more, her wings twitching now in arousal in their flared-up position. "Mmnh...I don't suppose...you could let me feel them a bit, Princess?" she asked softly, climbing up onto the bed with Luna, still staring at her busty chest. "I mean, if that's okay with you..."

"If you insist." Luna nodded softly, pulling her hands away from her chest before leaning back on them, leaving her chest accessible to the horny pegasus. "Just...be gentle with them, please. They are quite sensitive." she added, watching as the pegasus scooted up closer to her and sat in her lap, the futa cock just inches away from her belly now.

"They're certainly a lot bigger than pony udders..." Fluttershy commented as she slowly reached her hooves forward, placing them on the two orbs and gently rubbing, feeling how soft and smooth they were, along with how smooth human skin was compared to a pony's. "And so soft..." she continued, blushing cutely still as she ran her hooves over the smooth orbs, feeling the two nipples now as they became hard from all the teasing rubs and strokes. "Oh my, I'm sorry, am I being too rough?" she asked, only blushing deeper in embarrassment.

"Mmnh, not at all, dear
Fluttershy..." Luna giggled softly, blushing lightly as well from the gentle pleasure. "They have a tendency to harden like that...even with the softest rubbing." she explained, smiling a bit towards the pegasus. "Do not be afraid of rubbing them too firmly."

"If you insist, Princess." the aroused pegasus nodded before continuing to rub and stroke her hooves over the soft breasts, truly fascinated with how smooth and soft they were. By now, lots of precum had oozed down the length of her shaft, lightly soaking onto her crotch, but she was too absorbed in her rubbing to notice. "I wonder if milk will come out...?" she thought, placing her hooves on the sides of Luna's breasts before giving them a few light squeezes, making the human princess moan cutely.

And sure enough, after the two soft orbs squished together a few times, a bit of warm milk escaped from the two perky nipples, Fluttershy feeling the wetness against her hooves. "Wow...you're really lactating, princess..." she spoke softly, only seeming to become even more aroused at this fact, giving the two soft orbs another few squeezes, procuring a few more drops of the warm milk. "I'm not hurting you, am I?"

"Ahh...it feels wonderful, dear Fluttershy..." Luna moaned softly from all the squeezing to her chest, leaning her head back a bit as she enjoyed the pleasurable squeezes. "I am not sure...mnhh...if the milk can be drank though...I never cared to taste it myself." she added, sighing blissfully.

Smiling a bit, Fluttershy continued her light squeezing, licking her lips gently; rather thirsty from that Blondie she had eaten earlier. "Well...I suppose a little taste couldn't hurt, right?" she spoke, before leaning her head down towards one of the soft orbs, puckering her lips and gently pressing them against the perky nipple, starting to lightly suckle on it once it was in her mouth.

Within a few moments, more of the creamy milk flowed forth, albeit only a little, but enough of it for the pegasus to get a decent taste. "Mmmnh...mmm...!" she sighed happily as she tasted the human's milk, finding it rather delicious, compared to the cows' milk that she was used to. Closing her eyes, she continued to suckle on the teat, eager to quench her thirst with more of the delicious fluids, still rubbing and squeezing the two orbs together with her hooves.

"Nnh...we assume...our milk is tasteful?" Luna spoke between her soft moans, leaning back against the headboard as the lusty pegasus continued to suckle on her sizable chest, reaching up and gently stroking her soft hand over the pegasus' mane. All of the pleasure coming from her chest was easily arousing her as well, causing her lower lips to moisten slightly.

"Mmnh.." Fluttershy groaned happily and nodded, keeping her eyes closed as she enjoyed the wonderful taste; squeezing Luna's breasts a little more firmly and suckling a little harder, getting a nice squirt of milk each time, quickly quenching her thirst. When Luna leaned back though, Fluttershy leaned forward a bit to follow her, inevitably causing her stiff member to rub along the princess' smooth belly.

Feeling the futa cock pressing against her, Luna grinned lightly, giggling softly as she continued to stroke Fluttershy's mane and neck. "Mm...it seems someone is very much enjoying herself." she teased, sliding her hand down from the pegasus' neck to her waist, stroking gently over her flank and cutie mark.

The pegasus blushed deeply in embarrassment and quickly pulled her head back, a bit of Luna's milk dripping from her lips. "Ahh...I'm sorry, princess..." softly spoke, looking up into the princess' eyes. "I just can't help myself...you look so...so sexy." she added, before gasping softly as she felt the smooth human hand grasp her stiff member, gently squeezing it.

"Hehe...we do not blame you, Fluttershy." Luna giggled again, starting to slowly stroke Fluttershy's length, feeling it throb against her hand. "We know how easily aroused males are." she added, smiling warmly to the pegasus.

Still blushing cutely from the teasing pleasure, Fluttershy sat back on Luna's lap, her wings twitching lightly still from her arousal, while more of her warm precum escaped her throbbing member, smearing onto Luna's soft hand. "Ahh...I g-guess...I can go take care of this...and come back after the party?" she suggested, not really sure if the princess was willing to "play" in her current state.

"Mm, nonsense, Fluttershy. We will take care of it for you, in return for your kind sentiments." the princess replied, grinning lightly as she kept slowly stroking Fluttershy's length up and down, gently squeezing her fingers around it as well to further tease it. "We think we may be able to put these to good use, at the same time." she added, pushing her chest out a bit and jiggling it left and right, making Fluttershy bite her lip gently as she watched the arousing sight.

"Ah, if you insist..." Fluttershy moaned cutely from all the teasing to her member, only procuring more and more of her warm precum with each twitch it gave. "What did you have in mind?" she asked, gently nuzzling Luna's chest, still blushing deeply in arousal.

Grinning a bit, Luna gently grasped Fluttershy and lifted her up, while shifting her own body down a bit until she was laying down on the bed, setting Fluttershy on her feet, standing above Luna's body. "Let us get you out of this dress first, shall we?" she spoke softly, before sliding her hands up the pegasus' body and gently removing her dress, pulling it off the pegasus' body and tossing it towards the end of the bed, before looking back up at her.

"This, we believe, is something the humans did to please their males. We suppose it is one reason why these udders are almost as big as a cow's." she giggled softly, grasping the two soft melons and gently separating them. "Now...place your shaft between them, dear Fluttershy." she commanded, licking her lips gently as she glanced down at Fluttershy's twitching futa cock, watching as a drop of precum dripped down onto her belly.

"Uhm, okay..." Fluttershy nodded softly, glancing down at Luna's chest, before moving forward a bit, keeping herself positioned on top of the princess' body as she guided her stiff member between the two soft breasts, stopping once it was nicely positioned between them. "What do I do no-oooohhh...!" she suddenly moaned in bliss as Luna smirked and squeezed the two huge mounds together again, pressing them together around Fluttershy's cock and surrounding them with blissful softness.

"Mmm, now, dear Fluttershy...your princess will take care of the rest." Luna replied with a grin, blushing lightly as well to the feeling of that rock-hard member throbbing between her breasts, leaning her head down a bit and slurping the head of it as she began to move her hands back and forth, rubbing the soft mounds up and down against Fluttershy's cock, tit-fucking her slowly and steadily.

"Ooohhhh mmyyyyyy!" Fluttershy could only moan and shudder in pleasure to the wonderful feeling, having never felt any kind of pleasure like this before; her wings standing up even more stiff and flapping gently from the overwhelming pleasure. "Nnnh...Luunaaa...th-that feels...sooo goooood!" she groaned, panting softly from the pleasure as her member throbbed and twitched wildly between the princess' soft mounds.

Grinning lightly to herself, Luna kept up her work, steadily rubbing her breasts up and down Fluttershy's member as the pegasus' hips began to thrust instinctively, only sliding her length even further back and forth between that lovely cleavage. "Mm, we are glad to hear that you enjoy this, dear Fluttershy." she replied softly, still lapping at the head of the futa cock each time it came up between her breasts, lapping up the delicious, ever-flowing precum.

Of course, with her previous arousal, Fluttershy could already feel her orgasm approaching, signaled by stronger throbs from her member, along with bigger spurts of precum, splashing onto Luna's chest a bit more, though she continued to lap it up eagerly. "Aahh, Princess...nnh...I'm gonna cum...if you keep that up...!" she moaned, biting her lip gently as she kept her eyes tightly closed, thrusting and bucking her hips firmly against Luna's chest, simply unable to get enough of their wonderful softness.

"Go on then, Fluttershy...your princess wishes to see her loyal subject climax." Luna teased, blushing lightly as well as she felt the futa cock throb even harder against her soft chest, pressing her hands more firmly against the sides of the soft orbs and tit-fucking Fluttershy even faster, wanting to bring her to a nice orgasm.

"Mmnhh...nffff...ohh, yes!" Fluttershy cried out in bliss from the boost of pleasure, easily pushing her over the edge of her orgasm as she kept bucking firmly against Luna's chest. "I'm cumming..mnh, I'm cumming, princess!" she groaned in bliss, before her member began to gush loads of her steamy seed all over the busty human's face and chest, making her gasp and blush deeply again, not expecting such a big load from such a small, shy pegasus.

After the first few loads splashed her face, she groaned happily and opened her mouth, still rubbing her soft mounds up and down Fluttershy's length as it throbbed and spurted more thick ropes of cum, splashing more onto Luna's face and into her mouth now, giving her a potent taste of the pegasus' thick essence. Sighing in bliss, she eagerly lapped it up along with any that had splashed around her mouth, savoring the delicious flavor of the magic futa seed.

She continued to titfuck Fluttershy's member for a few more moments until her orgasm finally subsided, both of them sighing in bliss; Fluttershy in her afterglow and Luna still eagerly lapping up any seed her tongue could reach, slurping the last of it off the tip of Fluttershy's member, which was still being held
tightly by the two huge breasts. "Mmnh...simply divine, Fluttershy..." Luna softly spoke, leaning her head back and smiling up at the tired pegasus, who smiled back down at her.

"Aah...mm...g-glad you like it, Princess..." Fluttershy quietly replied between her soft panting, still blushing cutely in the afterglow of her orgasm, her member twitching lightly as those soft mounds continued to squeeze around it. "I've never felt...mnh...anything so good in my whole life..." she added, her wings fluttering softly in joy.

"Hehe...good to know that this body isn't completely useless." Luna giggled softly and nodded, giving Fluttershy's member another couple of teasing squeezes before releasing it from between her soft breasts. "Shall we continue then, dear Fluttershy? Your princess wishes to be pleased as well." she added with a grin, sitting back up again and cuddling Fluttershy into her lap. "Surely you should please your princess in return for her service."

"Indeed, one should always repay such graciousness from their princess." another voice came from toward the door, both Luna and Fluttershy gasping in surprise as the sun princess herself stepped into view, closing the bedroom door behind her. "And what I see here certainly is not repayment."

"P-p-princess!" Fluttershy squeaked, her entire face reddening in embarrassment from the sudden appearance, her wings fluttering a bit from the shock as she fell sideways off of Luna's lap, laying on her back now, stiff member in full view to both princesses. "Wh-what are you doing here?"

"Mm, I just thought I'd take a little stroll around the castle. The dance got boring very quickly." Celestia lied, smirking on the inside but keeping her stern look. "I didn't expect to find my sister and you both disobeying a direct order from your princess." she added, stepping up to the bed, Luna blushing deeply now as well, though not really wanting to speak out against her sister in her current state.

"I'm s-sorry, princess! I didn't mean to...!" Fluttershy pleaded, but Celestia only shook her head lightly, looking over at the fearful pegasus.

"Do not lie to your princess, Fluttershy. You'll only make your punishment worse." she added, her stern look shifting to a light smirk, before she caught something out of the corner of her eye, immediately remembering something. Glancing down between Luna's legs, Celestia smirked a bit wider, seeing a perfectly normal-looking human vagina. "Naughty Luna...how ever did you cancel my magic like this?" she teased, only making Luna blush deeper.

"We...we do not know what you are talking about." Luna replied softly, looking away from her older sister and biting her lip gently, having regretted pulling the blankets down so much. Celestia only continued to smirk though, licking her lips gently.

"Mm, always disobeying your big sister..." the sun goddess giggled softly, before glancing over at Fluttershy again. "Fluttershy, deary...your princess wishes for you to do something." she spoke in a rather sweet tone, while her horn glowed, grasping Luna's legs with her magic and spreading them far apart, holding them firmly spread as well.

"Y-yes, princess...?" Fluttershy softly squeaked, rather scared about what the monarch had in mind, glancing up at her as her wings fluttered a bit from anxiety; her member having softened to semi-hardness as well.

"Be a dear and eat out Luna's sweet little pussy, will you?" Celestia replied with a smirk. "It seems she has been quite naughty, and hid her punishment just as you have." she added, Luna groaning softly as she kept blushing deeply in embarrassment, glancing over at Fluttershy. "Come, your princess commands you."

Not really wanting to disobey the princess in this situation, Fluttershy gulped softly, before getting up again and moving between Luna's legs, laying down with her snout right in front of the human princess' cunny; closing her eyes and gently sticking her tongue out, before starting to slowly drag her tongue up and down the moist slit, finding it rather tasteful compared to a mare's pussy.

"Mm, that's it, my dear Fluttershy..." Celestia smirked and licked her lips gently, watching the shy pegasus slurping over Luna's cunt, only making the younger princess moan in pleasure, leaning her head back a bit. "Good, good...now work her clitoris, my dear."

"Mmnh..." Fluttershy moaned softly as she obeyed, giving a few more slurps to the moist lips before moving up and starting to tease the princess' clit with her tongue, slurping and pressing it nice and firmly. Her eyes widened a bit in surprise though as she suddenly felt it swell against her tongue, seemingly growing to twice its size in only a few seconds, before it continued to grow bigger and longer against her warm tongue.

"What in the...??" Fluttershy thought, still stroking her tongue over the clit as it grew and grew very rapidly, extending into a phallic shape as it grew; Luna's moans only becoming louder as her swelling clitoris became even more sensitive. As Fluttershy kept licking at it, it only grew bigger and longer, taking on the shape of a male penis more and more as it grew in size.

"Ooh, there we go..." Celestia softly spoke, blushing lightly herself to the sexy sight in front of her, watching as Luna's clit grew and swelled, becoming quite massive in such a short amount of time; finally stopping its growth when it was at least ten or eleven inches, looking much like a real penis now, with the exception of being a shade of pink. "Mm, naughty Luna...how did you even hide it?" she teased with a smirk towards the human princess, who only panted softly in arousal and blushed deeply, staring back at the sun goddess.

Fluttershy meanwhile was amazed at the growth, still slurping along the length of that sizable cock, feeling it start to throb against her tongue. "Mmnh...oh wow...p-princess..." she softly spoke, not taking her eyes off of the twitching shaft in front of her snout. "You've got a cock...too?"

Moaning happily from the teasing licks and nuzzles to her hyper-sensitive shaft, Luna nodded softly, panting a bit as she glanced down at Fluttershy. "Nnnh...y-yes...we were given one as well..." she quietly replied as a drop of precum formed on the tip of her throbbing cock.

By now, Celestia had become quite aroused from the sight; her own cunny quite moist with arousal, leaving her eager for some fun. "Mm...now for your punishment, my naughty little pegasus." she teased with a smirk; Fluttershy blushing deeply again as she glanced back up at the sun princess. "And with Luna like this...I know of just the punishment." she added with a wink, before kneeling down beside the bed, her head now level with Fluttershy's.

Working her magic some more, she released Luna's legs, while also gently pulling Fluttershy up to the side of the bed, looking into the pegasus eyes with a lustful grin. "Would you give this naughty little pony a nice spanking, my dear sister?" she teased, looking over towards Luna, who only sighed softly and nodded, before moving behind Fluttershy, gazing at her plump yellow butt, along with her 'goods' hanging between her legs.

"And as for you, Fluttershy...your princess has not had her horn polished by mouth in quite a long time." she teased, leaning her head down a bit and lowering her massive horn in front of the pegasus' face. "Your princess commands you to polish her horn." she commanded with a lustful grin, licking her lips a bit.

"Y-Yes, Princess..." Fluttershy softly replied, gulping a bit as that huge horn was presented to her, gently bringing her hooves up and grasping the base of it as she leaned her head in toward it; her tongue sliding out slowly and pressing against the tip, before starting to slurp all around the first few inches of that big horn, making Celestia sigh happily.

"Mmmnh...that's it, my darling..." the princess groaned softly in pleasure as her horn was slurped by the smaller pony's tongue, sending light jolts of pleasure through her body. "Come, Luna...your princess ordered you to spank this naughty pegasus." she added with a smirk towards Luna, who was still hesitating a bit, gently holding the shy pony's flanks.

"As you wish...Sister." Luna nodded softly, before raising her hand up, bringing it down moderately hard against Fluttershy's rump, producing an audible "smack" and causing the pegasus to gasp and twitch a bit, blushing deeply as she kept slowly licking the alicorn's horn. "We are sorry, Fluttershy." she added, before spanking the pegasus again, only making her moan and gasp from the soft pain. Though she didn't wish to harm the shy pony, she couldn't help but enjoy the sight in front of her; her member twitching lightly in arousal and oozing another drop of precum onto the sheets below.

"Aahh...nnh..." Fluttershy groaned with each spank to her tender rear, though she kept her grip on Celestia's horn and continued to drag her tongue along the first few inches, finding it to have a bitter, yet somewhat sweet taste to it. As she kept suckling, she could feel little tingles of magic against her tongue as well, as if tiny sparks of electricity were teasing her tongue.

Celestia meanwhile sighed in pleasure, loving the cute moans and gasps from Fluttershy each time she was spanked, bringing a hoof down between her legs and beginning to gently stroke over her extremely moist nether lips. "Mmmnh...show your princess how well you can use your mouth, my dear." she ordered with a lustful grin, eager for more pleasure from the pegasus.

"Yes, prin-ah! Nnnh, princess..." Fluttershy moaned from yet another spank, her plump buttcheeks starting to tint red from all of Luna's spanking, only making them even more sensitive to the firm smacks; causing a mix of pain and pleasure each time. She quickly obeyed the princess' order though, pursing her lips around the large horn and starting to suckle
on it, lightly bobbing her head up and down as she did, still slurping her tongue along the length as well to tease Celestia with even more pleasure.

"Ooh, yes! Just like that!" Celestia groaned out loudly in bliss as her horn was suckled upon, biting her lip gently from the surge of pleasure, only rubbing over her pussy even more firmly, soaking wet with arousal by now. Her horn's magic surged a bit as well, increasing the tingly feeling in Fluttershy's mouth as her pleasure surged higher and higher. "Nnh, for such a shy pony...you suck so well!" she teased with a lusty smirk.

Luna continued to watch the two, biting her own lip gently as her member throbbed harder in arousal, very eager to be played with; wishing that it was her cock Fluttershy was sucking on instead of Celestia's horn. She kept up the firm spanking though, only causing the shy pegasus to moan happily each time now; her rump nice and rosy from all of the spanking and very sensitive as well, each spank causing a bittersweet mix of pain and pleasure for her, only causing her own futa cock to throb in arousal between her legs.

"Nnnh....mmmnnh...aahh..." Fluttershy panted and blushed deeply from all of the teasing spanks to her sensitive rear, closing her eyes tightly while continuing to suckle and slurp Celestia's horn, feeling the magical tingling only getting stronger and stronger with each passing moment. "What's she going to do...?" she thought, rather worried about the ever-increasing magic tingling in her mouth.

Her question was almost immediately answered though as the sun princess gasped and cried out blissfully, finally hitting her orgasm from all of the pegasus' suckling, combined with her own masturbation. Closing her eyes tightly and blushing deeply, her horn glowed very brightly for a moment, before discharging concentrated magic essence into Fluttershy's mouth, feeling and tasting like a sweet, sugary liquid. "Ooohh, yeeessss..." she moaned, climaxing over her hoof at the same time, splashing a torrent of her juices over it.

The sudden gushes of magical liquid took Fluttershy by surprise, her eyes widening a bit as she felt the sweet taste in her mouth, gulping it down as it gushed out of the tip of Celestia's horn, filling up her mouth a couple times before it finally stopped flowing. "Mmmnh..." she sighed happily as she slowly pulled her head up again, sliding her mouth off of Celestia's horn and licking her lips gently. "That...was tasty, princess..." she quietly spoke, blushing cutely again as she glanced down at the softly-panting princess.

"Mmm...of course it was, my dear." Celestia replied with a slight grin up towards Fluttershy, taking a deep breath and sighing contently after her powerful orgasm, her horn's glow dying down slowly as she stood up again, looking down at the pegasus and the human behind her. "That was only the first part of your punishment though, Fluttershy. Luna, turn her around." she ordered, watching as her sister nodded softly, before turning Fluttershy around, exposing her red-tinted rump to the princess.

"Ooh, you really spanked her good, didn't you sister?" Celestia giggled softly and smirked, pressing a hoof to Fluttershy's abused rear and rubbing it teasingly, making her moan lightly, her rump very sensitive to touch from all the firm smacks and spanks. "Such a luscious little rump..." she teased, before leaning down and grasping the pegasus' sensitive cheeks with both hooves, squishing them teasingly.

"Mmnh, p-princess..." Fluttershy moaned softly, feeling the teasing rubs and squeezes to her sensitive rear, only serving to tease her with light pleasure, her member still twitching eagerly between her legs. Of course, she wasn't the only one who was highly aroused; Luna's stiff cock standing proudly in front of the pegasus' face as it throbbed lightly in time with the princess' heartbeat.

The lustful pegasus suddenly gasped though as she felt Celestia's tongue press against her moist pussy, starting to slowly and teasingly slurp over the warm lips, only teasing her with even more pleasure. "Aah...nnh...!" she groaned in pleasure, only blushing deeper as the princess' tongue teased her down there a little more, before pushing inside and starting to slurp along the inner walls.

Smirking in lust, the sun goddess squeezed and stroked Fluttershy's sensitive rump further as she kept slurping inside her moist cunny, tasting the sweet juices that had moistened it up so much. "Mmm...such a delicious little pony..." she teased, quickly regaining her sex drive even after her powerful orgasm. As she ate out the pegasus, her horn began to glow once more, casting another spell, but this time on herself, sighing blissfully as she felt the changes taking place, currently out of view to the two in front of her.

"Aahh...ohh yes!" Fluttershy moaned cutely as she enjoyed the feeling of Celestia's tongue slurping all around her insides, blushing deeply as she continued to watch Luna's cock twitching in front of her, just inches away from her snout. With her mind slowly being overtaken by lust and pleasure, she moved her head forward almost without thinking about it, opening her mouth a bit before starting to suckle on the tip of the human princess' stiff shaft, only making her groan in pleasure.

"Ooh...Fluttershy..." the night princess groaned in pleasure, gently placing her hand on the back of Fluttershy's head, gently pressing her forward a bit and slowly sliding her member deeper into the warm mouth that was sucking on it. "Yes...nhh...please your princess..." she panted lightly, closing her eyes and biting her lip gently as Fluttershy expertly sucked her off, bobbing her head steadily up and down.

They were both too absorbed in their own fun to notice that Celestia had pulled back from Fluttershy's crotch, licking her lips with a lusty smirk and standing up again, watching the lusty pegasus bobbing her head against Luna's crotch, easily suckling almost her entire length. "Mmm...naughty little pegasus. Sucking off the princess without even asking her sister." she teased, playfully spanking Fluttershy's rump again, only making her gasp in pleasure around Luna's cock. "Come...your punishment is almost ready."

The pegasus' ears perked up a bit, not really knowing what Celestia meant by her last words, which snapped her out of her lust for a moment. "Mmnh....hm?" she mumbled as she slid her head back, sliding Luna's member out of her mouth and taking a few soft breaths. As she turned her head back to look at the sun princess though, her eyes widened as she immediately noticed quite a significant change, hanging between the alicorn's legs.

"P-Princess?" she softly spoke, still blushing deeply in both fear and arousal at the sight of such a massive shaft, easily bigger than Big Macintosh or even Fancy Pants. It had to be at least three feet in length, with an almost frightening girth to match; Fluttershy's arousal only increasing further as she watched the bright pink shaft throb and twitch between Celestia's legs. "Wh-when did you get that?"

"Mmm, I'm an Alicorn, my dear...one that is thousands of years old and incredibly skilled with magic..." Celestia spoke, keeping her lustful smirk as her hooves grasped Fluttershy's abused rear again. "Of course I'm going to know a few...naughty spells." she added with a soft giggle, Luna now gulping softly and blushing hard as she gazed upon Celestia's magnificent futa cock. "Now...prepare yourself for your princess' judgment." she teased, stepping a little closer to the pegasus and pressing her massive cock against the rose-tinted rump.

"Aah...i-it's too big...Princess!" Fluttershy squeaked as the huge length pressed between her plump buttcheeks; the pegasus able to feel just how hard the royal cock was as it throbbed against her, oozing a rather large drop of precum between her soft cheeks. "It won't fit...ah..." she softly moaned, though at the same time, the thought of that massive royal cock filling her up only seemed to arouse her even more.

"Nonsense, Fluttershy dear...at the worst, you'll be sore for a day or two." Celestia teased with a giggle, giving a light thrust and prodding her member against the pegasus' back door, smearing another drop of warm pre over it. "I think this is an adequate punishment for disobeying your princess...now accept her royal scepter!" she added, before giving another firm push, biting her lip softly as she felt the immense tightness of Fluttershy's rear, her thick member spreading it with a mix of pain and pleasure for the pegasus.

"Nnnh...ah...aahh!" Fluttershy could only moan out loudly from the penetration, closing her eyes tightly and gripping the sheets from the surge of pain in her rear, though the pain slowly faded into pleasure as Celestia gradually sunk her huge shaft inside, lubing up the pegasus' insides with more slick pre. "Oohh m-my...nnff...it's too..nnggh...big!" she groaned, though her member twitched and throbbed hard, releasing globs of her own precum onto the sheets below.

"Oh yes...it has been too long...!" Celestia groaned in bliss, her own cheeks starting to blush lightly from the wonderful pleasure, absolutely loving the near-virgin tightness of Fluttershy's tight anus squeezing around her thick member, only making it throb more in pleasure. "So magnificently tight!" she teased with a light smirk toward the pegasus, before glancing up at Luna again. "Mmnh, as much as I love hearing cute mares moan...feel free to use her mouth, dear sister." she added with a playful wink.

Already quite eager to do so, the human princess gently placed her hand on the back of Fluttershy's head again, looking down at her and meeting her lustful gaze for a moment, before pushing her hips forward and sliding her twitching member into the pegasus' mouth, sighing in pleasure once more. "Mmnh...such a wonderful mouth..." she groaned,
lightly bucking her hips back and forth, sliding her cock along Fluttershy's tongue as the pegasus' lips pursed tightly around the length, only adding to the princess' pleasure.

"Mmnhh...mmffh...nnh!" Fluttershy only moaned blissfully around Luna's cock as she was forced to suck on it, feeling Celestia's member pushing deeper and deeper inside her, nearly halfway inside already; the pain having almost completely reduced into pleasure by now. "Nnnh...it feels like it's splitting me in half...but it feels so good...!" she groaned loudly in her mind, eager to feel the royal member penetrate her even deeper.

Celestia meanwhile grunted in bliss as she forced her length deeper and deeper into the pegasus' squeezing insides, smearing drop after drop of her warm precum inside, only helping her to slide in even deeper. "Nnnh, such a wonderfully tight rear, my little pony!" she teased, pushing in roughly thirty of her thirty-six inches before stopping, not wanting to fully hilt within the pegasus just yet. "You're squeezing your princess so tightly, Fluttershy...you must want this punishment very badly." she teased with a smirk, stroking her hooves up Fluttershy's body and rubbing her stiff wings gently, only teasing her with more pleasure.

The lustful pegasus' eyes rolled back in bliss from the feeling of being penetrated so deeply, to the point where she swore she could feel her belly bulging out a bit from the sheer size of the princess' length. Her own hooves slid up to Luna's waist and grasped it softly, helping to steady her head a bit from Luna's thrusting. "Mmpmhh...mmmnh..." she groaned in pleasure around the human princess' cock, her tongue eagerly sliding all along the throbbing length, lapping up the drops of salty pre that flowed constantly.

"Ahh...F-Flutter...shy!" Luna only moaned in bliss from the wonderful oral treatment she was receiving, still holding lightly onto the back of the pegasus' head as her hips bucked back and forth steadily, sliding her throbbing member along the slurping tongue and against the warm lips that continued to press nice and tight around her shaft. Already, she could feel an orgasm welling up within her, only causing even more of her warm pre to flow forth.

"Hehe...mmnhh...such a naughty little pegasus!" Celestia teased as she began to steadily buck her hips as well, groaning and sighing blissfully as her royal shaft thrust back and forth inside the tightly-squeezing backdoor, lots of her precum smeared along the tight passage already, only helping her to thrust smoothly. "Sucking off one princess...ahh, and taking a pounding from the other!"

Fluttershy was too absorbed with the wonderful pleasure she was feeling to really pay attention to Celestia's words; her eyes still closed tightly as she eagerly suckled on Luna's shaft, while her snug rear continued to squeeze firmly around Celestia's thrusting member. "Mmmnh...mpmh...!" she moaned in bliss, feeling her own orgasm rapidly approaching, growing closer and closer with each firm thrust Celestia gave. The teasing strokes her wings were receiving certainly weren't helping her hold off either; only sending additional shocks of pleasure through her as they were handled so roughly by the lustful princess.

"Ahh...you're squeezing your princess' royal scepter so tightly...nnnh...my dear Fluttershy!" the sun goddess moaned, leaning her head back a bit from the ever-increasing pleasure, only driving her to pound Fluttershy even harder, bucking her hips firmly against the pegasus' rump as her futa cock throbbed more, releasing bigger gushes of precum. "You're going to make her cum, ahh, nice and hard!"

The futa pegasus was already there though; letting out a loud groan of bliss around Luna's shaft as she climaxed powerfully from the alicorn's rough thrusts, blushing deeply again as her member twitched and throbbed hard, shooting off ropes of her seed onto the sheets below; her insides squeezing Celestia's shaft even tighter still, clamping around it like a soft, hot vice.

"Oohh, my..." Celestia grunted in bliss from the sudden surge of tightness, biting her lip gently as she leaned forward a bit, bucking her hips even more firmly against the pegasus' rump to counter the tight squeezing. "Nnnh..! S-so wonderfully tight!" she groaned loudly, closing her own eyes in bliss as she kept thrusting away into Fluttershy's rear, feeling her orgasm rapidly approaching now; her massive shaft throbbing and twitching harder as it prepared to release the princess' load.

After a few more thrusts, Luna was the next to climax, panting and moaning cutely as she pushed her crotch up against Fluttershy's snout, burying her member in the pegasus' warm mouth as it twitched and gushed a few shots of seed; much smaller than Fluttershy's load, but still decently sized for an artificial cock. Fluttershy eagerly gulped down the salty fluids, still groaning and panting in bliss in the afterglow of her own orgasm, having splotched the sheets below with a sizable load.

"Aahh....P-Princess..." she groaned in bliss after Luna pulled back a few moments later, panting and moaning blissfully as Celestia continued to firmly pound her rear, smearing lots of warm precum along her insides. "Nnnh...y-you're bucking me...so hard..." she panted, holding firmly onto Luna's waist as her body was pushed back and forth from the lusty alicorn's thrusts; feeling that massive futa cock throbbing hard within her, about to cum any minute now.

"Yes...nnnh...naughty ponies deserve hard buckings!" Celestia panted and moaned in bliss, her hooves sliding down to Fluttershy's waist and holding firmly to it to keep herself from slipping; thrusting erratically into the smaller pegasus' stretched rear, feeling her orgasm approaching very rapidly. "And this naughty pony...aahh...is going to get...mmnh, a nice big filling...aahh...from her princess' royal scepter!" she panted, giving a few more hard thrusts before finally climaxing, spreading her large wings out stiff as she buried every inch of her shaft into the pegasus' rear.

Fluttershy's eyes widened a bit as she groaned in bliss, feeling Celestia's shaft penetrate even deeper inside her, making a sizable bulge in her belly, before a torrent of steamy seed began to gush inside her, thoroughly filling her up. "Ahh...mmnh...princess!" she panted and groaned, blushing even deeper as she placed a hoof on her belly, feeling it start to bloat and swell with the sheer amount of seed filling her up, making her belly feel very warm as it swelled with the alicorn's load.

Luna's eyes widened slightly in surprise too as she watched Fluttershy's belly swell with Celestia's seed, bloating up bigger and bigger with each passing moment; each throb of the alicorn's cock releasing another gush of steamy seed inside her. "Oh my..." she softly whispered, blushing in both surprise and arousal at the sight, while Fluttershy continued to pant and moan softly, rubbing a hoof over her distending belly, her wings fluttering and twitching in arousal from the feeling of warmth deep within her.

"Nnggh..." Celestia grunted blissfully, panting softly a bit as she unloaded gush after gush of her royal seed into the pegasus' belly, bloating her a bit bigger before pulling her hips back and sliding her massive shaft out. "A nice filling...mmnh...and a bit of icing..." she teased with a playful smirk, thrusting her hips forward again and sliding her member up against Fluttershy's abused rear, sighing blissfully as it throbbed and twitched against the soft rump, releasing a few more thick strands of seed onto Fluttershy's back before her powerful orgasm finally died down.

"Aahh...now that was quite a punishment...wouldn't you agree, Fluttershy?" the Alicorn princess teased with a grin, licking her lips gently as she glanced down at the pegasus, her back splattered with royal seed, and her belly swollen to the size of late pregnancy with it as well. "It has been so long since I've punished a naughty little pegasus like you...hehe..."

Fluttershy only groaned softly in bliss, still blushing deeply from the feeling of being so full, though she could feel the warm seed slowly oozing out of her, dripping down onto the sheets below. "Nnnh...I-I'm sorry, princess...for disobeying you..." she softly groaned, rubbing her huge belly as it slowly shrank down again.

"As you should be, my dear." Celestia replied, before gently placing her hoof on Fluttershy's back, stroking it gently. "But you certainly surpassed my original expectations." she added with a soft smile, folding her large wings against her back again.

"Hmmh...? What do you mean by that?" Fluttershy asked rather confusedly, glancing back at the princess, raising her eyebrow softly.

"Well...I only expected you to play with your friends...I didn't think you'd do it with Cheerilee or that loud DJ mare." Celestia replied with a smirk, only making Fluttershy blush deeply again, her eyes widening a bit.

"What, but...how?" the pegasus gasped softly, staring up at Celestia in disbelief. "H-How did you know about those...?"

"Oh, I've been keeping a close eye on you all week, my dear." Celestia giggled softly, still smirking playfully. "I must say, you've got quite the appetite for sex, for such a shy pony." she added, poking her tongue out playfully. "Which is why you've greatly exceeded my expectations, Fluttershy."

Fluttershy shook her head a bit in confusion, blinking a bit as she tried to process everything that was being said all of a sudden. "But what you do mean 'expectations', princess? Were you...expecting me to disobey you?" she asked, still looking confusedly up at the Alicorn. "Hehe...pretty much." Luna nodded and smiled, gently stroking her hoof over Fluttershy's mane and head. "Sister gave you that enchantment because you were...rather inactive." she explained, winking to the pegasus. "A cute young
pony like you should be enjoying yourself. After all, you don't live forever! Well...unless you're one of us." she teased with a grin, before her body glowed for a few moments, changing her shape back to her normal Alicorn form.

"But...but I don't understand. This whole time...you just wanted me to get out and have sex with other ponies?" Fluttershy replied, blushing cutely again, feeling a bit betrayed by the princesses.

Giggling softly, Celestia nodded again. "Of course, my dear. Did you really believe I would punish you for playing with my sister?" she replied with a warm smile. "And in a way that would only tempt you to do it even more? Don't be silly." she added, poking her tongue out again. "It seems our plan was a success though, was it not?"

The shy pegasus blushed softly and nodded, glancing over towards Luna now. "I suppose...I did have a lot of fun this week...with all those ponies, and my friends." she softly spoke, starting to smile a bit up at the violet Alicorn in front of her.

"Mm, see? Having some fun once in a while can be quite enjoyable." Celestia added with a grin as she cuddled up to Fluttershy's back, cuddling the little pegasus between the two big Alicorns; Celestia's futa cock disappearing as the magic wore off.

"Mm hmm..." Fluttershy nodded softly, sighing happily as she cuddled between the two princesses, smiling up at them, before frowning a bit. "But...won't my cock disappear by the end of tonight?"

"Sadly, yes." Celestia nodded as well, gently stroking a hoof down Fluttershy's body, rubbing the pegasus' softening member gently. "It's only designed to last for a week...however, if you wish to keep it longer, I can certainly make that happen." she added with a playful smirk.

Blushing cutely again, Fluttershy glanced back at Celestia, feeling the light pleasure of the hoof stroking her length. "I'd like to keep it, but...I don't want to have to wear a dress everywhere for the rest of my life." she replied, looking down a bit in embarrassment.

"Not a problem, my dear Fluttershy." Celestia replied with a smile, her horn glowing as she continued to stroke Fluttershy's member; the pegasus blinking a bit as she felt it shrinking down against the Alicorn's hoof, glancing down between her legs to see that her cock was indeed shrinking rapidly, soon disappearing completely along with her balls.

The princess' hoof then moved lower and began to rub Fluttershy's clit tenderly, making her gasp softly in pleasure, watching at her clit began to swell and elongate just as Luna's had, growing longer and thicker as the princess rubbed it. "Ahh...oh, Princess...th-thank you..." she softly moaned, feeling her clit swell and swell with size and take the shape of a stallion's cock, stopping its growth when it matched the size of the cock Fluttershy had just moments ago.

"Hehe...you're certainly welcome, my dear." Celestia giggled lightly and licked her lips as she kept teasingly stroking Fluttershy's clit, which had become a fully functional stallionhood via magic; throbbing lightly against her soft hoof. "Now it will remain perfectly hidden until you need it. Just give it a good rub and it will grow." she added with a grin, nuzzling Fluttershy's cheek gently.

"Mmnh, you're too kind, Princess." Fluttershy sighed blissfully and nuzzled back as she felt the soft hoof continue to stroke her "cock", a single drop of pre oozing forth onto the princess' hoof. "I really did have a lot of fun this week, though...thank you very much." she added with a cute smile.

"Mm, I know, my dear. I was there each time." Celestia teased with a playful smirk, only making the pegasus blush again. "I guess I won't need to watch you anymore, now that you've passed my little "test"...well, maybe once in a while." she teased, giggling a bit.

Fluttershy giggled softly as well, nuzzling against Celestia's neck a bit as she cuddled between the two princesses still, enjoying their warmth. "Mm...can we go back to the party now, princess?" she asked, glancing up at the sun goddess. "I kinda wanted to dance a little more...if that's alright."

"Oh, but of course, Fluttershy. Though...I think the dance might be over by the time you get back down there." Luna replied, glancing over at the grandfather clock at the other side of the room, the time reading just past 9:30PM.

"Hehe, not to worry...I'm sure I could get Fancy Pants to come and visit you in Ponyville, Fluttershy." Celestia spoke with a playful smirk, winking to the pegasus. "That is, if his stingy girlfriend will allow it." she added with a giggle.

"Mm, you're so kind, princess." Fluttershy giggled softly as well, leaning back against the sun goddess and smiling up at her.

"Always a pleasure, my dear." Celestia replied, leaning down and affectionately nuzzling the pegasus' snout, smiling warmly. "Now...what has the Element of Kindness learned this week, hm?" she asked, her smile curling into a slight grin.

"I learned that getting out and having a but of fun once in a while can be very enjoyable." Fluttershy replied, blushing cutely as she kept smiling up at the princess, her wings still twitching softly against Celestia's chest. "Especially when you've got a little magical enhancement." she added, poking her tongue out a bit.

"Wonderful." the Alicorn princess replied with a grin, slurping Fluttershy's tongue gently while her hooves stroked over the little pegasus' sides. "You've learned well, my dear." she added with a smile, Luna cuddling up against the pegasus as well, giving her neck a soft nuzzle.

"Hehe...mm...thank you, princess." Fluttershy sighed happily between the two Alicorns, her wings folding against her back as she finally relaxed, closing her eyes and nuzzling back against the princesses.

THE END, I guess. Not really good at endings tbh.

BUT WAIT, THERE'S MORE! IF YOU CALL NOW, WITHIN THE NEXT 30 MINUTES, I'LL THROW IN ADDITIONAL BONUS CHAPTERS, ABSOLUTELY FREE!

By "Bonus Chapters", I mean, short cloppy chapters that are really only about the sex and nothing else, very much like my /r/clopclop/ request clopfics. Short n' cloppy, 3000-4000 words.

For now, these are the bonus chapters I want to do:

-Gilda
-Royal Guard

So yeah. Keep an eye out for those in the coming weeks.

~NostalgiaSchmaltz

Bonus #1: Gilda

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

NOTE: This takes place, I guess a week or two after the final chapter. All of Fluttershy’s friends know about the change to her futa-ness. Just pointing it out so there’s no confusion.

"Ah...so nice to be back in Cloudsdale." Fluttershy thought out loud as she slowly flew through the cloud-built city, having not been there in quite a while. She smiled softly as she gazed upon the various sights to see, such as the weather factory or the coliseum. Ignoring the major attractions for now though, she stopped by her favorite cafe, rather hungry from the long flight up.

"Mm, smells just like it used to." she thought with a pleased sigh, the scent of coffee, sandwiches and other little treats filling her nostrils as she entered the building. Her wings fluttered lightly in joy as she trotted up to the line at the counter, finding herself standing behind a decently-large gryphon. "Hm...not very often that a gryphon is in Cloudsdale." she thought, though as the gryphon's head turned to look back, she gasped softly, instantly recognizing that face.

"Hey, what are you doing here?" The gryphon spoke in a rather annoyed tone, glaring slightly back at Fluttershy as it turned to the side a bit. "Don't you live in Ponyville?"

There was no doubting it; Fluttershy had managed to run into Gilda. Of all the gryphons to run into in Cloudsdale, she happened to run into the jerkiest one of all. "Oh, um...I just decided to visit for a day, I guess." Fluttershy replied, blushing lightly but smiling a bit, still trying to show kindness despite the gryphon's stance towards her. "What brings you here, though?”

“Hmph, as if you’d like to know.” Gilda grumbled, turning around again as she grabbed a cup of coffee off the counter with her tail, starting to walk over towards one of the tables.

“Oh, but I do. It’s not often that gryphons come to Cloudsdale.” Fluttershy persisted, following behind the gryphon, still smiling a bit. “And it’s a really long trip from the Gryphon kingdom, too.”

Groaning softly in annoyance, Gilda sat down at one of the tables, sipping from the cup of coffee as she looked over at the pegasus with an annoyed look on her face. "Ugh, I'm here just to visit like you. Now can you leave me alone?"

Fluttershy only stared at the gryphon with a rather worried look, coming up to the table and sitting on the other side of it. "You sound upset, Gilda...is something troubling you?"

"What is her DEAL?" Gilda thought, annoyed at the pegasus' persistence, but at the same time, surprised that she was getting such a kind reaction from the pony that she treated so horribly in the past. "I'm fine, Flutter-whatever your name is. I don't need a pony's help." she grumbled, taking another gulp of her drink.

"Come, Gilda. What's on your mind? You can tell me." Fluttershy insisted, trying to smile softly toward the scowling gryphon. "I don't want to leave you skulking like this, Gilda. Too much stress is bad for your health."

The gryphon only sighed softly, shaking her head a bit. "You're not going to leave until I talk, are you?" she groaned a bit, setting her cup down on the table. "Alright, alright...I've actually been hanging around Cloudsdale for a while now...been trying to see if Dash will show up around here." she explained, Fluttershy nodding softly as she listened. "I just...feel real lonely, ya know? I know I said a lot'a nasty stuff to her, but...I never realized losing my best friend would feel this lame."

"Oh, you poor thing." Fluttershy replied, gently stroking her hoof over Gilda's talon, frowning a bit. "That's so awful, Gilda. Losing a friend is certainly a very terrible experience." she added, rubbing the gryphon's talon a bit as she tried to console her. "But don't worry about it. I'm sure Rainbow Dash can forgive you. After all, that's what friends do, right?"

"With how I treated you guys? I don't think she'd ever forgive me." Gilda sighed, downing the rest of her coffee and crushing the paper cup in her talon. "Why are you even talking to me, anyways? I treated you like crap, why aren't you mad at me too?"

Fluttershy only smiled softly again as she stood up from the table. "Because, Gilda, I think everyone deserves a second chance. A single bad day isn't definitive of who you are." she replied, stepping up in front of the gryphon, who now blushed lightly in embarrassment. "And I'm always willing to share some kindness with a friend." she added, before hugging the feathery beast, only making her blush even deeper.

"Hey, hey, personal space!" Gilda groaned, trying to pry Fluttershy's arms from around her body, before stopping and blinking a bit. "Wait...did you just call me...your friend?" she asked, glancing down at the pegasus with a shocked look, having not had anyone call her a friend in quite some time now.

"Hehe, of course you're my friend, Gilda. After all, you were good friends with Rainbow Dash...so you can certainly be good friends with me too." Fluttershy replied with a warm smile, seeing Gilda's feathery cheeks still blushing lightly.

"Thanks...I guess?" The gryphon softly replied, still blushing softly in embarrassment as the pony hugged her. "Quit huggin' me though...I don't want people thinking I'm some kind'a namby-pamby wuss." she added, prying the pegasus' front legs off of her feathery body and lightly pushing her back.

"Do you wanna go see Rainbow Dash, now?" Fluttershy asked, keeping her soft smile as she stood up again, her wings spreading lightly. "I can take you over to her house, if you want."

"Uh...yeah, sure. Not like I've got anything else to do." Gilda nodded, tossing the crushed cup over into the nearby trash bin as she stood up as well, stretching her own large wings a bit. "Lead the way, Flutter...what was your name again?"

"Fluttershy." the pegasus responded with a soft giggle, before leading Gilda out of the cafe, taking to the air with her and heading back towards Ponyville. "I'm sure Rainbow Dash will be happy to see you, Gilda."

"I hope so...she seemed pretty pissed last time we saw each other." Gilda sighed softly as she followed Fluttershy towards the outskirts of Ponyville, coming up on Rainbow Dash's intricate cloud-house after a few minutes, both of them landing outside the front door. After gently knocking a few times, Fluttershy was greeted by the usual rainbow-maned pegasus, grinning a bit.

“Heh, hey there Fluttershy. What’s up?” she asked, before glancing to the side of Fluttershy, seeing a very familiar gryphon standing outside her door. "Huh? Gilda? What are you doing here?" she added, somewhat put off by the gryphon's unannounced visit, but too surprised to really care.

"Heh...hey Dash." Gilda replied with a slight grin, lightly waving one of her claws as she glanced back at Rainbow Dash, her tail swishing a bit in anxiety from not having seen her friend in so long. "Haven't seen you in a while..."

"Yeah, haven't seen you in a while, either." Rainbow Dash replied, glaring slightly at the gryphon. "I thought I was too lame for you, Gilda. What are you doing all the way out here?"

The gryphon grit her teeth a bit, holding back her anger a bit and sighing softly. "I just, uh...um..." she started, not really sure exactly how to word her next statement, stopping and looking to her side as she felt Fluttershy's hoof on her back.

"She wanted to come here and apologize, Rainbow." Fluttershy spoke, gently stroking her hoof over the gryphon's feathery back, smiling towards Rainbow Dash as Gilda blushed a bit.

"Y-Yeah...I'm real sorry for being such an ass to you and your friends...I ended up regretting it real fast." Gilda added, looking at the cloud below her a bit while her tail swished a bit more in anxiety. "Never thought I'd feel so lonely without my best friend."

"You really mean it?" Rainbow Dash replied, raising an eyebrow as she crossed her arms, fluttering a bit in the air. "You sure sounded serious when you were insulting me and all of my friends."

"I'm very sure she does, Rainbow Dash. She was very sincere when we were speaking in Cloudsdale." Fluttershy answered, smiling a bit as she gently cuddled up to Gilda's side, making the gryphon groan softly in annoyance. "Surely your best friend deserves another chance, does she not?"

"If she really means it...I don't see why not." The rainbow pegasus shrugged, before landing again, grinning a bit as she walked up in front of Gilda. "No way I can just ignore such an awesome gryphon." she added, hugging Gilda's front, only making her blush a bit more.

"Heh...thanks, Dash." Gilda softly replied, gently wrapping her arms around the cyan pegasus and hugging her in return. She also sighed softly in joy, feeling strangely content, as if a weight had been lifted off her body, as of Rainbow Dash forgiving her. "So, uh...what have you been up to, lately?" she added with a slight smile, her tail swishing a bit in joy now, rather than anxiety.

“Nothin’ out of the ordinary, I guess.” Rainbow Dash replied as she pulled back from the hug, standing up again and grinning towards the gryphon. “Just being awesome as usual. What have you been doing, though? Were you back in the Gryphon kingdom or something?” she added, motioning for the two to follow her inside, not really wanting to just stand out on her doorstep the whole time.

“Yeah, about that...” Gilda chuckled nervously, rubbing a claw over her head gently as she and Fluttershy followed, blushing a bit again. “I was kinda, uh, hangin’ around Cloudsdale a lot...hopin’ you might show up.” she answered as she glanced back at her pegasus friend again. “Obviously ya never did...guess I should have just checked here?”

Rather surprised to hear that Gilda had been searching for so long, Rainbow Dash’s eyes watered a bit at the thought, before she rubbed her eyes and chuckled. “C’mon, G, you’re making me feel all sappy.” she grinned, quite emotionally struck by the gryphon’s words.

“No, really, I’ve been spending most of my time just hanging around Cloudsdale, hoping I might see you.” Gilda added, fighting back the waterworks a bit herself as she sat down on the couch in the living room, spreading her wings along the back of the couch. “I just...felt real lonely without my best friend around.”

“Heh, I never knew gryphons could be so emotional.” Rainbow Dash teased, trying to lighten up the mood a bit as she crashed on the couch beside Gilda, grinning at her. “C’mon G, no need to skulk, it’s all good now.” she added, gently wrapping an arm around Gilda’s shoulder and lightly cuddling with her. Fluttershy blushed lightly and smiled to the cute sight, sitting in one of the chairs opposite of the couch.

Grinning lightly in return, Gilda wrapped an arm around Dash’s shoulder as well, cuddling her a bit closer. “Thanks, Dash...you’re the best friend a gryphon could have.” she softly replied, before leaning her head in a little closer, not really thinking about it until her beak pressed against Rainbow Dash’s lips, gently kissing them. She immediately blushed deeply and pulled back, shuddering a bit. “Ah...s-sorry, got a little carried away there...”

“Mm, no problem G. That’s probably another thing you missed, huh?” Rainbow Dash teased back, blushing softly herself as she rubbed her hoof up and down Gilda’s side, Fluttershy raising an eyebrow to the pegasus’ words.

“What do you mean by that, Rainbow Dash?” the yellow pegasus curiously asked, rather intrigued by this new revelation about Gilda. “You don’t mean...you two...um...”

“Friends with benefits, Fluttershy.” Rainbow Dash chuckled and nodded, only making Gilda blush more in embarrassment. “Me and G...did have a bit of fun with each other, from time to time.” she added, grinning up at the gryphon again and teasingly stroking a hoof along her huge wings. “I can’t deny that I missed it, either.”

“Hmph, way to make me feel better, doofus.” Gilda chuckled, smirking back down at Rainbow Dash and playfully punching her arm, the pegasus only smirking playfully back up at her as her own wings spread out a bit.

“Heh, sorry G, but we did have a ton of fun together. Kinda hard not to miss it.” Rainbow Dash chuckled and poked her tongue out playfully, before remembering something and grinning over at Fluttershy. “Speaking of which, you mind if I tell Gilda about...you know?” she asked, winking to the other pegasus.

“Oh...um...I guess so, if she promises not to tell anyone else.” Fluttershy blushed and nodded softly, smiling nervously over at Gilda, who was looking rather intrigued now that something secretive was mentioned about Fluttershy.

“What is it? What’s Fluttershy got?” Gilda asked curiously, but Rainbow Dash only smirked and chuckled, standing up from the couch as her wings flared up a bit.

“It’s really awesome, G. Fluttershy got a nice little gift from the princess not too long ago.” the pegasus explained, walking over towards the lightly-blushing Fluttershy and grabbing her legs, spreading them apart to revealing her cute pink slit; her clitoris rather large and bulbous though, almost as big as a marble, compared to its previous pea-size.

“Yeah? And what is it already?” Gilda asked, now really curious as to what the pegasus was mentioning; knowing that when it came to the princesses, things were rather serious. “So she’s got a fat clit, what’s so special about that?”

“Heheh...the fact that it can do this.” Rainbow Dash replied with a smirk, licking one hoof before pressing it against Fluttershy’s oversized clit and starting to rub it firmly, making her gasp and moan in bliss as the most sensitive part of her body was teased so firmly. Gilda looked confused at first, but her eyes slowly widened in surprise as she saw the shy pegasus’ fat clitoris start to grow and elongate, swelling up into a shaft as it grew bigger and longer with each passing moment.

“What in the buck is that?” she asked, half-shocked and half-aroused at the sight, watching as Fluttershy’s clit swelled up into what appeared to be a full-sized stallion cock, her wings spreading out fully and twitching in arousal from all of the pegasus’ cute moans, while her cheeks blushed lightly again. “Is that some sort of freaky pony magic or something?”

“Mmnh...ahh...y-yes...” Fluttershy panted softly as she glanced over at Gilda, smiling softly as her yellow cheeks continued to tint red in slight embarrassment. “This is what...mnh...princess Celestia gave me...” she added, her own wings spread out stiff against the back of the chair, while her foot-long member twitched in arousal from being rubbed so firmly.

“And it works just like a stallion’s.” Rainbow Dash added with a grin over toward Gilda, slowly stroking her smooth hoof up and down Fluttershy’s throbbing length, chuckling a bit to the gryphon’s surprised expression. “I take it you like what you see, Gilda?”

“Damn.” Gilda simply spoke, blinking a bit as she watched Fluttershy’s member throb and twitch softly against the hoof stroking it, her own wings still twitching in arousal while down between her own legs, she began to moisten slightly as her arousal grew. “Never thought I’d see a mare with a dick, that’s for sure. You ponies have some crazy magic.”

“Heh, that we do.” Rainbow Dash chuckled and nodded, gently squeezing Fluttershy’s stiff member and licking her lips gently. “Care to give me a hand then, G?” she added with a wink, before leaning in closer and sticking her tongue out, gently slurping the throbbing member from the base all the way up to the tip, making Fluttershy shudder in pleasure and moan cutely.

“I’d love to, Dash.” the lusty gryphon replied with a playful smirk, slowly approaching the two pegasi before kneeling down next to Rainbow Dash; gently grasping Fluttershy’s waist with one talon as she leaned in as well, inhaling the shy pegasus’ musky scent, quite similar to an actual stallion’s. “Mmnh, damn, this is as authentic as it gets, huh?” she added with a soft chuckle, before opening her beak and sticking her tongue out, starting to slurp the futa cock up and down with the other pegasus, sighing happily from the salty taste it had.

“Ooohh...y-yes...it’s one of...ah, Celestia’s best spells...” Fluttershy moaned cutely as the pegasus and gryphon slurped and rubbed her member, easily coaxing out a few drops of precum already as she became more and more aroused. Leaning back against the chair, she gently placed her hooves on their heads, lightly stroking them as they worked her member with their tongues; her wings twitching harder in arousal and spreading as stiff as they could. “Ohh, that feels so good...you two!”

“Mmm..heh...only downside is that she’s a little sensitive.” Rainbow Dash chuckled, lapping up some of the warm precum as it continued to flow forth, before dragging her tongue down lower towards the base of the futa cock, winking towards Gilda. “Go ahead, G...get a nice taste of mare meat.” she added with a playful smirk.

“Heh...thanks Dash.” Gilda replied with a lustful grin, dragging her tongue up one more time before opening her beak wider and engulfing the head and first few inches of Fluttershy’s member, starting to gently suckle on it while her tongue swirled around the tip, tasting the salty precum that was flowing constantly. “Mmmmnh...mmm...” she sighed blissfully, closing her eyes and blushing lightly again from the taste, while her free talon slipped down between her legs and began to rub over her moist slit; the gryphon quite eager for some release after being alone for so long.

“Aah...oohh my, Gilda...!” Fluttershy groaned in bliss, feeling the beak rubbing up and down her member while the soft tongue teased the tip, only making her hips instinctively buck upwards a bit against Gilda’s beak, eager for the gryphon to suck her even deeper. “Nnh, your beak...feels so wonderful!” she moaned cutely, closing her eyes and leaning her head back even more, while her hoof pressed a little more firmly onto Gilda’s head.

“Mmnh, she’s awfully horny for being so shy.” Gilda thought with a mental smirk, continuing to suckle on the futa cock and slurp all around the tip, gradually taking inch after inch into her beak while her head slowly bobbed up and down. Sighing blissfully around the throbbing member, she began to gently finger herself; her cunny soaking wet with arousal by now, already smearing juices all over her talons as they pushed in and out.

“That’s it, Gilda, get a nice taste of her...” Rainbow Dash teased with a lustful grin, backing off from the pegasus’ member as she watched Gilda suck on it, slowly bobbing her head up and down and keeping her beak pursed nice and tight around the shaft. Licking her lips gently, the pegasus went back in again, though lower this time, bringing her lips up to Fluttershy’s moist pink ones and starting to firmly slurp over them, only providing the shy pegasus with even more pleasure.

With both of her sexes now being teased with pleasure, Fluttershy’s eyes rolled back in bliss, her wings fluttering lightly from the surge of pleasure, while her member throbbed harder in Gilda’s beak, shooting off a few big globs of precum. “Oohhh, myyyy!” she moaned out loudly, pressing a little harder on Gilda and Rainbow Dash’s heads as they both pleasured her so well; the cyan pegasus groaning happily as her snout was shoved against the warm cunny in front of her, only helping her tongue slide in deeper, while Gilda grunted a bit, feeling the throbbing futa cock bump against the back of her mouth as she kept bobbing her head steadily.

“Mmnhh...mggh...” the lustful gryphon closed her eyes as Fluttershy’s member was forced deeper into her mouth, though she continued to eagerly suckle on it, now sliding her tongue up and down the underside while her beak rubbed all along the length, stimulating every inch of the stiff cock. Her cheeks blushed lightly once more as her own pleasure was pushed higher by her other talon, fingering herself nice and fast, completely coating her talon in warm juices as her orgasm built up steadily.

“Aahh...G-Gilda...I’m gonna..nhh...cum...!” Fluttershy cried blissfully as she bucked her hips more against Gilda’s beak, feeling her member twitch and throb harder and gush more globs of precum, only to be licked up immediately by the lustful gryphon's tongue. At the same time, Rainbow Dash was finding no shortage of sweet juices to lap up, sighing blissfully as she slurped deep within the futa pegasus' love tunnel, greatly enjoying the taste of Fluttershy's carnal essence.

And just as she promised, only moments later Fluttershy bucked her hips forward powerfully against Gilda's beak as she screamed in bliss, her cock throbbing hard in Gilda's mouth as it pushed a little into her throat, releasing thick strands of her hot seed down the gryphon's throat, making her cough a bit in surprise, though still attempt to swallow most of it. At the same time, her silky-smooth love tunnel clenched nice and tight around Rainbow Dash's tongue, unleashing a torrent of her sweet love juices into the other pegasus' mouth.

"Mmnghmh!" Gilda groaned, pulling her head back a little bit to slide Fluttershy's cock out of her throat, now tasting the thick, salty fluids as they gushed into her mouth instead of directly down her throat; keeping her beak pursed nice and tight around the throbbing futa cock as it kept gushing more and more. "Mmnh, damn! She even cums like a stallion!" the lustful gryphon thought as her cheeks blushed more, eagerly gulping down every last drop of Fluttershy's seed before the pegasus' orgasm slowly subsided.

"Haahhh...delicious as usual..." Rainbow Dash was the first to speak, licking her lips and grinning up at Fluttershy after pulling her head back and sitting up, sighing happily from the sweet drink she just received. "How 'bout you, G? Enjoying the flavor?" she teased with a playful smirk, watching as Gilda slowly pulled her head back as well, slurping Fluttershy's member one last time to clean it of any remaining seed.

"Ahhhh, yeah..." Gilda sighed happily, sitting up as well as she licked around her beak, her tail swishing a bit in joy from the delicious taste of Fluttershy's futa seed. "I never would'a thought such a small pony would cum so much...heheh..." she teased with a grin, rubbing Fluttershy's member gently with her talon, while bringing her other talon up from her crotch, soaked in her own juices despite her orgasm still being a ways off.

“Heheh...she certainly does.” Rainbow Dash chuckled and nodded, seeing the gryphon’s juices glistening on her talon and grinning a bit. “Ready for another round then, G? I bet you wanna feel it inside you, don’t ya?” she teased, reaching over to Fluttershy’s member and slowly stroking it again, still somewhat hard after her orgasm.

“You bet I do, Dash.” the gryphon nodded eagerly, smirking up at Fluttershy and licking her beak softly, the shy pegasus only blushing and smiling a bit in return, moaning cutely as her member was rubbed by the soft hoof, quickly regaining full hardness again, throbbing and twitching lightly. “It looks just like a stallion’s, tastes just like a stallion’s and cums just like a stallion’s...but can it buck me like a stallion’s?” she teased, before laying back on the soft carpet, spreading her legs nice and wide, giving Fluttershy a perfect view of her sopping wet entrance. “Let’s find out, huh?”

Seeing the rather attractive gryphon presenting herself like that only served to rekindle Fluttershy’s arousal, her wings flaring again as her member stood straight up, throbbing eagerly against Rainbow Dash’s hoof. “Go and show her, Fluttershy.” the rainbow-maned pegasus smirked and winked to Fluttershy, giving her twitching cock a playful squeeze before getting up and walking over towards Gilda, standing beside her.

“Okay then...” the futa mare smiled softly as she got up and walked over to Gilda, positioning herself over the feathery body and gently pressing her member against the warm, moist slit, blushing lightly from the warm feeling. “Ready, Gilda?” she softly asked, glancing up towards the gryphon’s face.

“Heh, don’t hold back, Flutters.” Gilda replied with a lustful smirk as she reached up and grasped Fluttershy’s shoulders, blushing lightly herself in anticipation from feeling the lightly-throbbing member pressed up against her hot entrance. “This gryphon wants to see just how hard you can buck.”

“Mmnh...okay...” Fluttershy softly nodded, pressing her hooves firmly against the floor before pushing her hips forward and penetrating the gryphon with little resistance, mostly due to it being so very wet inside already. Sighing in pleasure, she was able to sink her member inside rather quickly, moaning softly with Gilda as the hot, soft insides squeezed gently around her cock. “Oooh...you feel so good inside, Gilda...” she moaned, blushing cutely again as she looked up at the gryphon.

“Heh...mnh...you’re not too bad, yourself...maybe a little small...but not too bad.” Gilda teased with a lustful grin, sighing contently from the feeling of the futa shaft lodged deep within her love tunnel. All of a sudden though, she found her gaze meeting with Rainbow Dash’s moist slit; the pegasus having plopped herself down on Gilda’s chest with her legs spread nicely. “Mmnh, couldn’t wait your turn, huh Dash?” she teased with a smirk.

“Of course not...I wanna see if you’re still good with that tongue of yours.” Rainbow Dash replied with a lustful grin, scooting herself a bit closer to Gilda’s beak, her moist slit now just inches away from it. “So go on, show me how awesome a gryphon’s tongue can be.”

“Rr, you got it, Dash.” the lusty gryphon glanced back down again at the moist slit in front of her beak, leaning forward a bit and opening her beak, extending her tongue out and starting to gently slurp along it, sighing happily as she immediately recognized the familiar taste. Leaning in a bit more, she pressed her beak up against the warm snatch and slid her tongue inside, causing the rainbow-maned pegasus to groan softly in pleasure.

Meanwhile, Fluttershy began to slowly buck her hips, steadily thrusting her futa cock in and out of Gilda, moaning cutely from the feeling of the sopping-wet insides sliding along her length, her own precum only adding to the intense moisture. “Oooh, Gilda...” she quietly moaned, her wings lightly fluttering in pleasure with each steady thrust she made.

“Mmnggh...mmnhh...” Gilda only groaned happily each time the futa cock pushed deep inside her, closing her eyes and gripping Rainbow Dash’s flanks nice and firmly, giving them gentle squeezes as she worked her tongue inside the pegasus’ snatch, eagerly lapping up the sweet juices that were trickling forth. Tasting the juices of her beloved friend only served to arouse the gryphon even further, which of course, only made Fluttershy's bucking feel even better.

"Aww, yeah...that's the tongue I know!" Rainbow Dash teased with a lustful smirk, sighing blissfully as the gryphon tongue teased her sensitive insides, her hoof gently resting on the back of Gilda's head, slightly pressing her against the warm slit, wanting that teasing tongue to go as deep as possible. "Mmnh, looks like you haven't gotten rusty after all."

Smirking lightly to the praise, Gilda teasingly squeezed the cyan pegasus' rump a little harder, while firmly slurping her tongue along the soft love tunnel, grunting and groaning into it with each thrust Fluttershy gave; noticing that the futa pegasus' thrusts were gradually becoming harder and more frequent. "Mmnh, good so far...let's see if she can match some of the bigger stallions though!" she thought, before bringing her tail up between the pegasus' legs and starting to tease her moist pussy with it, only adding to Fluttershy's pleasure.

"Oooh, s-so wonderful..." Fluttershy panted and moaned blissfully as she kept bucking Gilda nice and hard, her throbbing member letting off gushes of precum, caused mostly by the tight squeeze of the gryphon's insides. The teasing to her cunny only spurred her even more, her cheeks blushing deeply in pleasure as she bucked even harder, her wings flapping lightly to assist her hard thrusts.

"Ah...ah! There we go!" Gilda thought with a pleased moan into Rainbow Dash's cunny, wincing a bit from the pleasure of each firm thrust, feeling the pegasus' crotch smack against hers each time. She kept up her oral work though, slurping nicely all along Rainbow Dash's silky insides and lapping up the sweet carnal juices, eager for the pegasus to climax and unleash a torrent of the sweet fluids. The lustful gryphon was close to her own orgasm as well, loving the rough bucking she was receiving, only making her hot insides squeeze the futa cock even harder.

Panting and sighing in bliss, Rainbow Dash continued to press Gilda's head against her crotch, her tongue lolling out a bit from the gryphon’s wonderful oral work, driving her wild with pleasure. "Aah...ohh yeah...G....keep it up!" she panted, her wings twitching in pleasure in their fully-spread state. Glancing back at Fluttershy, she smirked a bit, watching the other pegasus really pound Gilda roughly. "Mmngh, atta girl, pound her nice and hard,Fluttershy!" she teased, though the shy pegasus was too absorbed with the hard bucking and the wonderful pleasure it provided, not really paying attention to Rainbow's words.

Panting softly in exhaustion, Fluttershy kept up her rough thrusts, flapping her wings a bit more to assist a bit with her thrusting, while her member throbbed rapidly within the gryphon’s hot love tunnel, about to erupt any moment now. “Aah...oohh...G-Gilda...!” she moaned blissfully as she suddenly felt the tight walls squeeze very firmly around her cock; the gryphon groaning out loudly into Rainbow Dash’s cunny as she climaxed, splashing Fluttershy’s member with a torrent of her sweet carnal juices.

“Nnggh...oh my!” the futa pegasus cried out in pleasure from the tight squeeze, pushing her over the edge of her own orgasm after only a couple more firm thrusts; giving one final buck to hilt her shaft in the gryphon’s snatch before it began to throb powerfully, shooting off a large gush of her steamy seed with each throb. Fluttershy’s eyes rolled back in euphoria as the climax rocked her body, still lightly bucking her hips a bit against Gilda’s crotch as her throbbing member shot off load after load deep inside the gryphon, overflowing her with the hot, sticky fluids.

“Mmngh...oh damn...!” Gilda thought, her eyes widening a bit from the size of Fluttershy’s load, seeming to be even bigger than her previous orgasm, lots of the thick futa-seed oozing out around the twitching cock and flowing down towards her rump, only making her cheeks blush lightly again from the feeling of the warm seed flowing inside and outside of her. Her attention was quickly brought back to Rainbow Dash though as she orgasmed only a few moments later, groaning in bliss and pressing Gilda’s head even more firmly forward, sinking her beak into the warm snatch.

Groaning happily, the gryphon eagerly lapped up the resulting flow of sweet pegasus juice, her tongue still firmly slurping along the hot inner walls, collecting every last drop of the mare’s essence before she finally pulled her head back, sighing blissfully from the wonderful taste that filled her mouth. “Ahh...just as tasty...mnh...as I remember, Dash.” she teased with a playful smirk up toward the rainbow-maned pegasus, giving her flanks another firm squeeze.

“Heheh...ahh...glad to hear it, G.” Rainbow Dash panted in exhaustion after her orgasm, grinning back down at her gryphon friend, gently stroking her hoof over the feathers on her forehead. “I take it you enjoyed Fluttershy, too?” she added, glancing back at the yellow pegasus, who was also panting deeply after her own powerful orgasm, seeing the mess of cum that was splattered all over Gilda’s crotch and oozing down to her other orifice. “Mm, looks like she certainly enjoyed it!”

Chuckling a bit, Gilda nodded and leaned to the side a bit, grinning over at Fluttershy as she pulled her tail down, seeing that it had been soaked with the pegasus’ vaginal juices. “Mm, you’re almost as good as a stallion, Flutters.” she complemented, making the shy pegasus blush and smile in return.

“Thanks, Gilda...” Fluttershy softly replied, her wings twitching softly as they slowly retracted against her back, while she pulled her hips back as well, sliding her softening member out of the cum-filled cunny, a mixture of her seed and Gilda’s juices oozing from the warm entrance. “I’m so glad I could bring you two back together...hehe...”

“Heh, yeah...you’re the best, Fluttershy.” Rainbow Dash smiled and nodded, getting up from Gilda’s chest and cuddling against Fluttershy, gently nuzzling her lightly-blushing cheek. Normally such a sight would have made Gilda retch, but she did owe the shy pegasus for bringing her back together with her best friend. Slowly sitting up, she joined the two in the soft cuddling, hugging them both against her warm, feathery body, both pegasi blinking a bit in surprise.

“You’re definitely cool in my book, Fluttershy.” Gilda added with a grin, stroking her hand along the pegasus’ back, making her smile cutely in return. “Maybe I did misjudge you ponies. You seem pretty cool, I guess.”

“A little kindness goes a long way, Gilda!” Fluttershy replied with a soft giggle, cuddling back against the gryphon and gently nuzzling the big poof of feathers around her chest, smiling up at her.

THE END, I suppose.

Bonus #2: Royal Guard / Celestia

All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick.) If you don’t want to read about Fluttershy with a dick, close the page now.

Stepping out of the front door of her cottage, Fluttershy sighed happily, breathing in the brisk early-morning air and smiling a bit, her wings fluttering lightly in joy. “Hmm...another day of lovely weather.” she thought as she trotted over to her mailbox. Pulling the lid open, she glanced inside and saw just a single letter, folded up nicely with a ribbon wrapped around it, bearing the royal insignia.

“Hm? A letter from the princess?” she thought out loud, pulling the letter out of the mailbox and unfolding it, revealing a handwritten note from the princess herself.

"My dearest Fluttershy,
I am writing to you this fine day to invite you to Canterlot Castle once more, this time not for a large party, but merely a private meeting with me. I was informed that a very special cake from the famous Gustave LeGrand will be arriving today, and I would love to share it with one of my favorite ponies. Should you wish to join me, simply return this letter using the patch of magic dust at the bottom of the parchment, and I will send a carriage for you.

~Princess Celestia of Equestria"

"Oh, wow. Sounds like fun!" Fluttershy thought with a smile, glancing down to the bottom of the parchment and seeing a little patch of what appeared to be green dust, magically attached to the paper. She had heard Twilight talking about it once, mentioning that it essentially worked the same as Spike's fire breath did, when it came to sending letters. Holding the paper up and taking a deep breath, she blew on the little patch of dust, scattering it across the paper, which engulfed it in flame and smoke, flying out of her hoof and up towards Canterlot.

"I guess I should get dressed, then." she thought as she headed back inside, going to her closet again and pulling out a nice-looking purple dress and slipping it on, glancing at herself in the mirror. "Decent enough, I suppose." she thought with a smile, spreading her wings and fluttering them lightly.

A little while before noon, a royal carriage finally pulled up in front of Fluttershy's house, pulled by two guards. Trotting over to the carriage, she smiled cutely to the guards before jumping up into the carriage, sitting back on the soft cushions as the guards took off again, heading up towards Canterlot. "Wow...this is really luxurious..." she thought with a content sigh, closing her eyes and enjoying the feel of the wind against her face and mane.

After a short trip, the carriage landed on a large balcony at the side of the castle, the guards removing the harnesses from their bodies before opening the door on the side of the carriage, standing at attention while Fluttershy exited. “Hehe, thanks boys.” she sweetly spoke, grinning lightly towards them before they began to walk towards the landing area entrance of the castle.

“Follow us, madame.” One of the guards spoke in a gruff tone, the mare nodding softly and following after them, glancing around the empty castle halls as she walked down them. Despite being here a few times, it was still just as beautiful to look at. Only a couple minutes later, they finally arrived at a higher balcony in the castle; the two guards standing at each side of a door and opening with their magic, revealing the magnificent balcony.

"Oh wow..." Fluttershy thought out loud as she stepped forward through the doorway, looking over the large balcony in front of her, which resembled a very fancy back yard, with the grass and lawn furniture all around. She spotted the princess lounging on a lawn chair and smiled, approaching her slowly. "I'm here, Princess." she called out to the lounging Alicorn as she trotted up to the chair, enjoying the feel of the perfectly-trimmed grass beneath her hooves.

"Mm, so good to see you, Fluttershy." Celestia answered, lifting her head from the pillow at the end of the chair and smiling warmly in return, glancing over the pegasus' dress. "Hehe, you didn't need to get all dressed up, my dear."

"I just thought it would be polite to dress nicely for such a wonderful princess." Fluttershy replied, blushing and giggling softly in return as she came up beside the princess, her wings fluttering softly in anticipation. "This is a really nice balcony you have, I must say."

"But of course, Fluttershy dear. A princess should have only the finest luxuries." Celestia replied with a playful grin, slowly sitting up on the chair before standing again, stretching her massive wings a bit. "Now that you're here though, shall we get started with that lovely cake?" she added, walking over to the table in the middle of the balcony and sitting lightly in front of it, her magic opening the large umbrella that stuck up through the middle of the table.

"Oh, yes, that sounds nice." the pegasus nodded eagerly as she followed Celestia, sitting down opposite her at the table and smiling cutely. "That's so nice of you to share such a wonderful treat with me."

"My pleasure, darling." Celestia replied with another warm smile, before glancing over towards the door as they opened, revealing a cart with a rather large cake upon it, being pushed slowly by one of the guards. "Hehe, there it is..." she added, licking her lips gently as she stared excitedly at the approaching tower of confection, arriving next to the table before her magic aura surrounded it, picking it up platter and all, and setting it down on the table. "Mm, looks like Gustave did a wonderful job on it."

Fluttershy marveled a bit at the massive cake as well; at least five layers high and decorated very well all over, to the point where one would think it was a royal wedding cake. "Oh wow, he really did!" she replied with a grin, licking her own lips gently while her stomach growled softly from the delicious sight in front of her.

"Be a dear and fetch us some tea, if you would." Celestia spoke to the guard, who nodded softly, grasping the tray and turning it back towards the exit.

"Anything else, your majesty?” he asked, glancing back towards the princess for a moment.

“Mm...perhaps some napkins as well.” Celestia nodded, before the guard turned and swiftly left. Fluttershy was rather intrigued by the interaction between the two, always somewhat interested in how loyal the guards were to Celestia.

“It must be nice having these guards around to help you, isn’t it?” the pegasus smiled and giggled softly as she watched Celestia’s magic levitate two saucers on the table in front of herself and Fluttershy, setting them down gently.

“That it is, Fluttershy. They’ll do anything I say without question.” Celestia grinned back, while levitating a knife up from the platter, gracefully cutting slices from the top of the cake. “Sometimes I play with them a bit, when I’m bored. Test their loyalty from time to time, you know? For example...” she smirked deviously as she lifted a smaller slice of cake over the edge of the table and let it drop onto the cobblestone below.

“Oh guards~!” she called out in a sweet tone, smiling playfully as she glanced over toward the doors, seeing the previous guard returning with the tray, carrying a large teapot, teacups, and a stack of napkins. “Could you clean this up for your princess?” she asked sweetly; the guard pushing the cart up beside the table before his magic levitated a hand towel out from the lower level of the cart, quickly scooping up and cleaning off the confection from the floor.

“Hehe, quite helpful...” Fluttershy smiled to the sight, before glancing up at Celestia as the guard began to leave. “You’re so lucky to have such loyal guards, princess.”

Celestia giggled softly and smirked playfully toward the pegasus. “That’s nothing, Fluttershy dear. Watch this.” she replied, before cutting another slice of cake and messily stuffing it into her mouth, smearing a bunch of frosting all over her cheeks, giggling a bit as she happily munched on the sweet piece of cake. “Mmmpmh, holf on, drrry!” she called to the guard, raising her hoof toward him, making him turn his head to glance back at her.

After gulping the large bite of cake, Celestia grinned and gently licked her lips, but only her lips, leaving her cheeks a frosting-coated mess. “Your princess wishes for her guard to clean her up.” she ordered, the guard groaning softly in his mind but turning around, levitating a couple napkins off the table and nearing them to the princess’ face, only to have her magic push them away again. “With his tongue.” she added with a playful smirk.

The guard gulped softly, his cheeks tinting a light red to the alicorn’s request. “Princess...?” he softly replied, not really sure if he should be scared or aroused by her smirk.

“That’s an order.” the princess added, her smirk shifting to a playful grin now as she leaned her head down a bit, turning her head to the side and presenting her frosting-coated cheek to the guard. “And make sure it’s spotless.”

Fluttershy meanwhile watched in surprise as the guard gulped softly, leaning in closer to the princess and slowly opening his mouth, sticking his tongue out and starting to tenderly lick up the sweet frosting, dragging his tongue over the large mare’s white cheek.

“Mmmmnhh...oh yes, that’s it, my loyal guard...” Celestia moaned in a teasing fashion, only making the guard’s cheeks flush red in embarrassment, though he continued to slurp over Celestia’s cheek, at least finding the taste to be rather enjoyable. However, the princess continued to moan almost seductively with every lick, inevitably arousing the unicorn stallion as he kept licking her gently. With such a tasty cake here along with her favorite pegasus and a cute guard, she figured an opportunity to have some fun would be too good to pass up.

“Oh wow...they really will do anything she says...” Fluttershy thought, blushing cutely as well from the sight before her, that in combination with the princess’ moaning easily arousing her as well, to an extent; her wings flaring up and twitching lightly in their fully-spread state. Once the princess’ cheek was cleaned, she turned her head again, revealing her other frosting-splattered cheek to the guard and smirking playfully.

“Mm, hehe...such a skilled tongue you have, my dear...your princess is very...ooh, pleased!” the alicorn moaned teasingly again, her own wings starting to lightly spread, while at the other side of the table, she noticed Fluttershy’s wings fully spread and twitching lightly, giggling and smirking a bit. “Enjoying the sight, Fluttershy?” she teased, only making the guard close his eyes a bit, even more embarrassed by the fact that there was another pony watching him work.

“Y-Yes...” Fluttershy softly replied, biting her lip gently from hearing the princess’ teasing moans, her wings still twitching softly from her arousal. “Shall we...have some cake now, princess?” she suggested, not really wanting to come off as a pervert to the princess of Equestria.

“Oh, of course, Fluttershy darling.” Celestia answered with a playful grin, while the guard finished off the frosting, pulling his head back from the princess, still blushing a bit in embarrassment. “We’re certainly going to enjoy this magnificent cake...smeared all over this lovely guard here.” she added as her smile grew into a smirk towards the guard, whose face now flushed red. “You don’t have any objections to that, do you, my loyal guard?” she teased, gently stroking a hoof under his chin, looking into his eyes as she grinned lustfully.

“O-Of course not, your majesty.” The guard answered a bit shakily, now more anxious than embarrassed; knowing that only the most favored guards would have the honor of engaging in such lewd activity with the princess.

"Wonderful...remove your armor, my dear." Celestia replied, licking her lips gently as she glanced back at Fluttershy, who smiled nervously in return. "Come, Fluttershy. Let us have some fun with this lovely guard here." she spoke in a sultry tone, her horn glowing as she gently teased Fluttershy's wings with her magic, making the pegasus moan quietly.

"Ah...if you want to, Princess..." Fluttershy replied, wincing softly as her wings were teased with magic, only serving to arouse her further as the tingles of pleasure coursed through her. Meanwhile, the guard hastily stripped off his armor, setting it aside on the tray, before standing at attention beside Celestia. However, upon glancing down at him, Celestia smirked as she noticed that a certain part of him between his legs was standing at attention as well.

"Ooh, such a naughty guard...thinking dirty thoughts about your princess, are you?" she teased, gently stroking her hoof over the stallion's lightly-blushing cheek, while she leaned in and gently nibbled on his ear, whispering softly into it. "Your princess loves it when her guards fantasize about her royal body..."

By now, the guard's stallionhood had hardened up fully, throbbing eagerly between his legs from all the teases his princess was giving him. "Y-Yes...I have, princess..." he replied, trying not to sound too anxious as the soft hoof stroked over his cheek and down the side of his neck, while he felt the princess' warm tongue slurp over his other cheek, her warm breath brushing over his face.

"Hehe...splendid, my loyal guard." she replied in a sultry tone, before pulling away from him and gently lifting his body with her magic, turning him over onto his back and laying him on the soft grass beside the table, smirking down at him. "Now to prepare my lovely treat." the lustful princess teased, before her magic began to pull off chunks of the cake, levitating them above the stallion's body before pressing them down, smearing the chunks of fluffy cake and sweet frosting all over every inch of his chest, belly and crotch.

"Now that looks delicious." Celestia spoke with a soft giggle, glancing down at the cake-coated guard, looking like a cake had exploded onto his body, all except for his lightly-throbbing erection, which was covered in mostly frosting, with a swirl of frosting on the tip of it. "Come, Fluttershy...don't you want some cake?" she added with a grin towards the shy pegasus, who was still watching with cutely-blushed cheeks and stiff wings.

"Oh, of course, Princess...it looks so delicious." Fluttershy softly replied, smiling as she got up from her chair and trotted over beside Celestia, looking down at the cake-splattered stallion, who was starting to grin a bit up at the two mares in front of him. "Where should we start?"

"Let us work our way down, Fluttershy." Celestia answered, before licking her lips and kneeling down next to the stallion, starting to gently slurp over his chest, lapping up the small chunks of cake and frosting, while at the same time, her flowing tail curled around his head and moved beneath it, acting like a huge, cloud-soft pillow for him. "Mmm...cake is even more delicious when it's eaten off of such a handsome plate." she teased with a soft giggle, grinning at the stallion.

"Mmnh...th-thank you, Princess..." the guard sighed happily as he rested his head back on the soft tail, enjoying the feel of Celestia's tongue slurping over his chest, soon feeling Fluttershy's tongue joining in on the other side of his chest, both of them slowly working their way down his body, leaving his coat spotless of any cake or frosting. "This feels...mnh, so nice...Princess."

"You're welcome, Mr.Guard." Fluttershy softly replied, smiling up at the stallion as she kept licking down his body, passing his belly now with Celestia a little bit ahead of her, sighing happily from the wonderful taste of the cake. By now, both mares were becoming quite aroused, their wings spread nicely and twitching softly, while their aroused scents filled the air, easily reaching the stallion's nostrils and only serving to increase his own lust; his member throbbing eagerly as a couple drops of precum oozed out, mixing in with the frosting.

The two mares eventually worked their way down to the guard's crotch, slurping all around the twitching, frosting-covered pole, while Celestia brought a hoof down and began to stroke over his hefty balls, teasing him with gentle pleasure. "Mm, time to enjoy this delicious pastry." she spoke in a sultry tone once more, before bringing her snout to the base of the stallionhood, starting to gently stroke her tongue up the length, making the stallion shudder in pleasure.

"Nnnh...P-Princess..." the guard sighed in pleasure as the two mares began to lick his shaft, feeling the frosting being licked up as the mares' tongues worked their way up the 26-inch length, cleaning it of every last bit of frosting, while more pre mixed in with the lump of frosting on the tip, only making it all the more delicious as Celestia lapped it up.

"Mmm...! Ooh, that was delicious, my guard." Celestia spoke with a lustful grin as she licked her lips, enjoying the mix of sweet and salty tastes. "Perhaps you can give your princess more of your delicious frosting?" she teased before leaning down again and continuing to slurp over his member with Fluttershy, still fondling and rubbing his sensitive balls lightly.

"Ahh, yes...of course, your majesty!" the stallion groaned happily in response to the teasing licks and slurps, easily coaxing out more of his warm precum for the mares to taste, still leaning his head back against Celestia’s soft tail as he enjoyed the oral servicing from the princess and Fluttershy.

“Mm...it does taste good, Princess.” Fluttershy softly spoke with a cute blush, lapping up near the tip of the twitching cock, tasting a full drop of warm precum and licking her lips gently. At the same time, she slipped one of her hooves down between her legs and began to rub over her moist nether lips, sighing in pleasure as she stroked her bulbous clitoris as well, closing her eyes from the tingly pleasure as she felt it swell and elongate once more.

“But of course, my dear...All of my guards are quite delicious.” Celestia replied with a soft giggle, her soft hoof continuing to massage the guard’s orbs, keeping up the steady flow of precum, only to be immediately lapped up by either of the two tongues stroking along the throbbing stallion-pole. Hearing Fluttershy moaning though, she glanced over at the pegasus to see her rubbing firmly between her legs, smirking a bit towards her.

“Do you need some assistance with that, Fluttershy?” the alicorn princess teased, her horn glowing again as she lightly stroked the pegasus’ now fully-stiff member with her magic, making her gasp cutely in surprise.

“Ahh...s-sure, princess.” Fluttershy softly moaned, feeling the tingly magic stroking her member gently while her hoof rubbed up and down the length as well, a drop of pre escaping already.

“Mm, take care of Fluttershy, will you, my loyal guard?” Celestia asked, grinning up at the stallion, who was still resting his head on the alicorn’s flowing tail. He blinked a bit to the request, watching as Fluttershy stood up and approached his head; his cheeks blushing furiously as he spotted the throbbing stallionhood between her legs.

“Yes...princess.” The guard replied, gulping softly as Fluttershy stood over his head, positioning herself so that her member was only inches away from his face. He wasn’t exactly interested in other stallions like this, but he had never seen a mare with such endowments, leaving him rather confused as to whether or not he was going to enjoy this. Not wanting to disobey the princess though, he slowly opened his mouth and engulfed the tip of the mare’s cock, making her sigh softly in pleasure.

“Ooh...that feels nice...” Fluttershy softly moaned, her spread wings twitching in pleasure as the guard slowly fellated her, giving her a fair amount of pleasure despite only suckling on the first few inches of her length. Of all the fun she had previously, she never had a stallion suck her off; the lips and tongue around her member feeling quite a bit different from the various mares she had played with. The new feeling only helped push her pleasure higher, coaxing out more of her warm precum.

Smirking at the sight, Celestia continued to tease the guard's shaft with her tongue, while her hoof kept stroking and fondling his balls, supplying him with a decent amount of pleasure while her other hoof moved down between her own legs, stroking and rubbing over her moist sex. "Mmnh...that's it, my lovely guard...suck it nice and deep..." she spoke in a sultry tone, before doing the same for the guard; pressing her lips against the tip of his throbbing stallionhood and pushing down, sliding it into her mouth and starting to teasingly suckle on it.

The guard's eyes closed in pleasure now as he felt the princess' lips around his member, moaning around Fluttershy's cock as he kept bobbing his head back and forth at a slow, steady pace, dragging his tongue along the underside of the futa cock each time he pulled back. By now he was enjoying the taste, only making him eager to milk more precum out of the pegasus; bobbing his head a little faster and pressing his tongue more firmly against the twitching length.

"Mmmnh...oh yes...you're doing great, Mr.Guard..." the lusty futa pegasus groaned in pleasure, midclosing her eyes as her hips started to instinctively thrust back and forth a bit, pushing roughly nine of her twelve inches into the guard's mouth, while supplying him with a globs of precum every few moments, immediately being lapped up by the eager tongue. "Keep going...mnhh...!"

The pegasus' pleased moans only served to increase the stallion's arousal even further; panting and moaning in pleasure around the futa cock in his mouth as he kept eagerly sucking on it, while at the same time, receiving a wonderful fellatio from his princess, causing his own hips to lightly buck upwards against her soft lips and teasing tongue. Celestia's expert oral skills were easily bringing his orgasm closer and closer with each passing moment, his member twitching and throbbing harder in her mouth and releasing copious amounts of salty pre for her, only eliciting more pleased sighs from the lustful alicorn.

"Ooohmpmh...mmpmh...!" Celestia sighed and moaned softly while she fellated the stallion, her own white cheeks tinting a shade of pink as she bobbed her head steadily and rubbed firmly between her legs, feeling her hooves becoming quite moist now against her warm slit. Slowly opening her eyes again, she glanced up towards the guard's face, seeing him taking in almost all of Fluttershy's length now, smirking lustily in her mind as she watched; the sight of her guard sucking off the futa mare only serving to arouse her even further.

"Ahh...ahh...mmnhh, your guard is so wonderful, Celestia!" Fluttershy panted and moaned as she kept lightly bucking her hips against the stallion's mouth, glancing back at Celestia with a cute smile. "This feels just as good...mnhh...if not better than a mare!"

The alicorn giggled softly, before pulling her mouth up from the guard's twitching member, licking her lips gently while her hoof came up from his hefty balls and began to jerk his length quickly. "Mmm, I train all of my guards well, Fluttershy." she teased with a lusty smirk, glancing back down at the guard and watching him bobbing his head nice and fast against Fluttershy's member, suckling eagerly on it.

"Looks like he's really enjoying himself...hehe...I can certainly tell he's enjoying my treatment." she added with a soft giggle, shifting her gaze back down to the stallionhood in front of her, feeling it throb and twitch harder against her hoof, oozing loads of precum from the tip. The princess could tell he was close; licking her lips gently before leaning her head back down and engulfing nearly half of his member in her warm mouth, resuming her expert fellatio, only making the horny stallion groan out loudly in bliss.

"Mmnggh! Mmmhh!" he moaned happily around Fluttershy's member, his eyes staying tightly closed from the huge pleasure the princess was providing him, while at the same time, he felt the futa cock throb and twitch harder in his mouth; Fluttershy's moans becoming noticeably louder despite how quiet and cute they were, signaling that the pegasus was quite close as well.

"Oohh, Mr.Guard...I'm gonna..nnh...cum..." she panted and moaned blissfully as she kept lightly thrusting against the guard's mouth, her wings fluttering and twitching in pleasure while her member throbbed harder, feeling her orgasm closing in on her very quickly now. The guard only doubled his efforts hearing this, wanting to bring the pegasus to a nice powerful orgasm, though he groaned out loudly as Celestia suddenly gave a hard suckle on his member, pushing him over the edge of his own orgasm.

His cheeks flushed red from the wonderful pleasure as he grunted loudly around the futa cock, while his own member twitched and throbbed wildly in Celestia's mouth, unleashing thick gushes of steamy stallion spunk with each throb it gave; painting her mouth white as the globs splattered all over inside. Celestia only sighed blissfully from the taste, eagerly gulping down the guard's seed while her horn glowed, fondling and rubbing the stallion's hefty balls again, wanting to milk his orgasm nicely.

Only moments later though, Fluttershy cried out cutely as she climaxed as well, pushing her hips against the stallion's snout as her member throbbed nice and hard, releasing a torrent of her seed down the guard's throat, only making him blush even harder as he was forced to swallow all of it, feeling the steamy, sticky load gushing inside him, filling his throat and belly with warmth. "Aahh...oh yes...Mr.Guard...!" she panted cutely, her mouth wide open with a look of bliss on her face as she shot load after load into the stallion's mouth and throat.

"Mmphhh..." Celestia sighed contently as she kept gulping load after load of the guard's seed, her lips still pursed tightly around his shaft as to prevent any of it from escaping, while her tongue kept swirling around the first few inches, teasing the stallion with light pleasure. His orgasm persisted for at least fifteen seconds or so before finally dying down along with Fluttershy's; pulling his head back lightly and sliding the futa cock out of his mouth, only for it to throb one last time and splash a glob of warm seed onto his face.

"Did you two enjoy yourselves?" the alicorn asked with a grin as she licked her lips gently, licking up any remnants of the guard's seed, while her hoof slowly stroked his member up and down.

"Ahh...oh yes, princess...your guard is so wonderful." Fluttershy softly replied with a cute smile towards Celestia, before glancing down at the guard below her, seeing his cum-splattered cheeks blushing still as he laid his head back on the grass. "I think he enjoyed it too, hehe..."

"That he did, Fluttershy dear." Celestia giggled softly as she looked up at the guard as she kept lightly teasing his member, keeping it nice and stiff. "How did you enjoy your first mare cock, my loyal guard?" she teased, smirking playfully.

Sighing contently, the guard lifted his head a bit to glance back down at the princess, smiling a bit while his cheeks continued to tint slightly. "It was...quite enjoyable, your majesty." he replied in a much less gruff tone than usual. “Though it was nothing in comparison to your wonderful service, your highness.”

Celestia only giggled again and kept jerking the stallion’s member slowly, grinning up at him. “You needn’t flatter me, my guard. I don’t want Fluttershy here to think she’s unskilled.” she added, Fluttershy smiling softly in return to the princess. “Now...your princess has yet to cum. How do you plan on fixing that, my guard?” she teased with a playful wink, giving the guard’s cock a playful slurp; already back up to full hardness again, eager for a second round of fun.

Groaning lightly in pleasure, the guard thought for a moment about how he would go about pleasing the royal mare, glancing at Fluttershy’s lightly-twitching member as she sat down beside him. “Perhaps...” he thought out loud, trying to come up with a way in which both he and Fluttershy could double-penetrate the princess.

“How about this, your majesty?” he added, before slowly getting back up to his feet, grasping onto the side of the nearby table and standing up on his hind legs, his member bobbing up and down a bit from his movements. “Come, your highness...surely both Fluttershy and myself will be able to adequately please you in this position?”

Smirking a bit, the big alicorn stood up as well, approaching the standing guard and giving his shaft a teasing slurp. “Mm, I like the way you think, my loyal guard.” she spoke in a sultry tone, before standing up with him, gently placing her hoof on the edge of the table as well to support herself. "Come, Fluttershy...join us, won't you?" she added with a grin over towards Fluttershy; the pegasus' wings twitching softly again to the lovely sight in front of her, only making her member twitch in arousal once more.

"Of course, princess." Fluttershy smiled and nodded, getting up and moving behind Celestia, holding onto the princess' waist as she stood up as well, blushing a bit as she felt her member press up against the firm rump in front of her. Even after her recent orgasm, the scent of the princess’ arousal easily rekindled her own lust; her member throbbing eagerly against the larger mare’s soft rear.

"Mmnh, wonderful..." Celestia sighed happily, grinning back at the guard again as her horn began to glow, taking hold of his member and filling it with tingly pleasure, while guiding it towards her moist cunny. "Go on, my loyal guard...penetrate your princess and buck her nice and hard." she added, nuzzling the stallion's ear gently and giving it a teasing love bite, while wrapping her arms around the guard's upper body for support.

Trying to fight back his anxiety from having the princess in such close contact with his body, the guard gulped softly, before grasping Celestia’s waist, using his magic to support himself on his hind legs now. “As you wish, my princess.” he replied somewhat quietly, before pulling the alicorn closer, sighing in bliss as he gently penetrated her royal snatch, feeling the warmth slowly envelop his stallionhood while the princess’ carnal juices smeared along the length.

At the same time, Fluttershy gripped the alicorn’s waist a little tighter and pushed her hips forward as well, biting her lip softly from the tightness of Celestia’s backdoor as her member penetrated it slowly. “Nnnhh...P-Princess...” she moaned cutely, her wings twitching in pleasure at her sides while her shaft throbbed from the delightful tightness, already releasing a couple small drops of pre.

“Mmmnh...magnificent...” Celestia sighed blissfully as the two shafts pushed inside her, leaning her head forward and affectionately nuzzling the guard’s neck while her arms continued to hold him tightly; her eyes closed from her own pleasure as the thick stallionhood pushed deeper and deeper inside her slick love canal. It had been quite a while since the last time she was double-penetrated, only turning her on even more now that she was experiencing it once more.

“Nnnh, M-My princess...you feel so heavenly...” the guard complemented, grunting and groaning softly in bliss as the alicorn’s silky-smooth insides squeezed around his member, providing a magnificent pleasure unlike any other in Equestria. Only after he was a little over halfway inside, he began to buck his hips upward, thrusting his throbbing length back and forth inside the royal pussy, panting softly from how absolutely blissful it felt.

"Hehe...mmm...that I do, my loyal guard." the princess replied with a lustful grin, stroking her hooves along the guard's upper back while she moaned softly in pleasure, feeling the light thrusting against her velvety insides, also feeling it in her other orifice moments later as Fluttershy joined in, panting and moaning cutely as she thrust steadily into the princess' rump. "Mmnh, that's it, Fluttershy my dear...show your princess how much you've learned about bucking!"

Of course, the guard wasn't the only one greatly enjoying the princess' wonderful tightness. Fluttershy's cheeks tinted once more from the tight squeeze of Celestia's rear, eagerly thrusting away while her member twitched and throbbed in pleasure, releasing glob after glob of warm pre inside the alicorn's backdoor, only making it easier for her to thrust harder. "Ahhh...s-so gooood..." she moaned cutely, closing her eyes as she leaned in closer to Celestia, cuddling up to her back as she kept up her steady thrusts.

The stallion in front increased his efforts as well; gradually putting more power into each thrust as his pleasure grew, easily spurred on by the intense heat and moisture of the royal snatch. At the same time, Celestia leaned her head down and began to rub her huge horn against the guard’s, only teasing him with even more pleasure, in the form of a magical tingling surging through his body. “Mmngh...your majesty...” he grunted in bliss, trying his best to hold back all of the pleasure coursing through him, not wanting to displease the princess by cumming too quickly.

“Yes...mmnh...my loyal guard?” Celestia teased with a lustful smirk, panting and moaning happily as she rubbed her horn nice and firmly against the guard’s, glowing a little brighter as she worked her magic between their horns, sending shocks of pleasure through both of their bodies. With both of the ponies thrusting firmly into her squeezing orifices, she could feel her own orgasm building up quickly, only slicking up the guard’s thrusting shaft with even more of her sweet love juices.

“P-Permission to cum inside...nngh...your majesty?” the stallion groaned, blushing again from the thought of filling the princess with his load; keeping up his firm thrusts while his hooves squeezed the alicorn’s waist tighter. “Or would you...ah, prefer it outside, my princess?” he added, Fluttershy wondering the same thing as she felt the familiar pressure welling up in her groin, while her member throbbed and twitched harder, shooting off thick globs of precum inside Celestia’s rear as her orgasm drew closer with each thrust.

“Inside, my dear...!” the lusty alicorn moaned, closer to climax than either of the two ponies fucking her, only causing her orifices to squeeze even more firmly around both of the throbbing shafts inside her. “Fill your princess up...nice and full, my loyal guard!” she panted, closing her eyes as she enjoyed the huge pleasure coursing through her lower regions, still rubbing and grinding her horn against the stallion’s, magical sparks flying off from the large horn as her magic surged higher, only giving the stallion even more pleasure.

Feeling those silky insides clamping around his member, the guard sighed mentally in relief, knowing that the princess was about to cum any moment now. Doubling his efforts, he pounded the royal snatch even harder still, ramming his member as deep inside as he could, eliciting gasps and cries of pleasure from the large alicorn each time the throbbing shaft hilted inside her. “As you wish...aahh...princess!” the stallion moaned, biting his lip gently as he continued to hold back his orgasm as best as he could, knowing that it was incredibly disrespectful to cum before the princess.

“Oohh...g-getting close...Princess...” Fluttershy panted as she kept thrusting nicely with the guard, feeling the tight backdoor only squeeze tighter around her twitching futa cock, as if trying to milk her orgasm. It suddenly squeezed very tightly though, causing the pegasus to gasp softly, while at the same time, Celestia cried out in bliss, hitting a powerful climax from the rough double-penetration.

“Nnhh...oh yes...Ah!” she moaned out loudly as she finally came, both of her hot orifices clamping like vices around the thrusting cocks, while a torrent of her hot carnal juices rushed out and soaked the guard’s cock, splashing all over his crotch and legs as well. Of course, now that the princess had climaxed, the guard sighed in relief and grunted blissfully from the tight squeeze around his stallionhood, finally releasing his pleasure and cumming with the princess, leaning his head back slightly as he began to shoot his load inside the royal snatch.

Roughly shoving his member all the way inside, he panted and grunted as his body was overwhelmed with pleasure; his member throbbing wildly and releasing thick gushes of seed with each throb, flooding the steamy love tunnel and oozing out around his member, only adding to the sticky puddle below him. “Nnghh...Princess...!” he grunted as his hips bucked slightly during his powerful orgasm, feeling like he was completely emptying every last drop of sperm inside the princess from the sheer amount he was putting out.

Shortly after Celestia and the guard’s orgasms, Fluttershy’s pleasure peaked as well, also spurred on by the tight squeezing from the princess. Closing her eyes and bucking firmly against the alicorn’s rump, she moaned blissfully and gave one last thrust, burying every inch of her length inside the tight orifice before releasing her own torrent of steamy seed. “I’m cumming..nnggh...Princess!” she moaned, squeezing the alicorn’s waist a little tighter while her wings fluttered a bit from the surge of pleasure.

Celestia meanwhile rolled her eyes back in bliss from the feeling of the two members unloading inside her, filling her up completely with sticky warmth. Still glowing brightly, her horn released a few large sparks of magic, looking like a tiny fireworks display, before her orgasm finally died down, leading right into a strong afterglow. “Ohh, my...” she sighed in bliss, resting her head gently against the guard’s neck, nuzzling it affectionately as he and Fluttershy continued to fill her for a few more moments; both of their orgasms subsiding at roughly the same time.

Panting in exhaustion from pleasing the large alicorn, the guard nuzzled back against her a bit, his legs wobbling slightly in fatigue as well. “Mnh, Princess...” he softly moaned, before collapsing onto the grass behind him, grunting a bit as Celestia pressed down onto his body, with Fluttershy pressing down on top of Celestia, squishing the stallion underneath the two mares.

“Mmnh, that was absolutely divine, you two...” Celestia softly spoke, lifting her head up a bit and grinning down at the exhausted guard beneath her, gently stroking her hooves along his shoulders. She could still feel his stiff member throb lightly inside her; the silky walls gently squeezing around it even after her mind-blowing orgasm. “You’re pretty good, for a new recruit.” she added, gently pecking the stallion’s snout, making him blush brightly again.

“I-It was an honor, your highness.” he replied, smiling a bit up at the alicorn, gently stroking his hooves along her upper back as well.

“And how about you, Fluttershy dear? I take it you enjoyed yourself as well?” Celestia added with a grin back towards Fluttershy, the pegasus smiling and nodding eagerly as she cuddled up to the alicorn’s back, basking in her own afterglow. “Mm, wonderful...now, who’s ready for round three?” she teased with a smirk, glancing between the two other ponies, both of them blinking a bit in surprise.

“Nnh, princess...I’m exhausted though.” Fluttershy replied, groaning softly, but Celestia only giggled softly in return.

“Hehe, a little cake will fix that, my dear. Besides...” the princess spoke, turning back towards the guard with a playful smirk. “We must prepare this lovely guard here for when the other guards are feeling a little horny.” she teased, the guard’s eyes widening to those words. “And we’ve conveniently got a nice-sized mare here for just the occasion.”

Groaning a bit, the guard laid his head back on the grass. “I didn’t sign up for this!” he groaned, only making Celestia giggle, continuing to stroke his shoulders gently.

“I’ve got to keep my guards happy somehow, my dear!” Celestia teased with a giggle, stroking the stallion’s shoulders gently as she gave his cheek a playful slurp.

THE END, I suppose.

Bonus #3: Princess Twilight

NOTE: This bonus chapter is set right after the S3 finale. Before the coronation, though. My headcanon is that the coronation didn’t happen until a couple days after the main events of MMC.

With the familiar crow of the rooster, another day began in Ponyville; Twilight yawning softly as she was roused from her peaceful sleep, slowly blinking her eyes open. After all the crazy events and high stress that transpired the day before, a good night's sleep was more than welcome. Slowly sitting up in her bed, she stretched her front legs a bit, while at the same time, her wings spread out stiff and fluttered lightly, making her smile a bit.

"Ah...these feel so wonderful." she thought, brushing a hoof along one of her wings and sighing happily, feeling a light tingling from the gentle rubbing. She hadn't inspected them very much the night before, being much too tired to care about anything but sleeping, so spending the day adjusting to these new appendages sounded like a good idea to her.

However, when she climbed out of bed, she winced a bit as she felt a bit of weight shift between her legs, raising an eyebrow in confusion before leaning her head down and looking back underneath herself. "Agh, what is THAT?!" she thought out loud, stirring Spike from his sleep as well; the little dragon rubbing his eyes gently as he slowly sat up in his little bed.

"Mngh, what is it this time, Twilight?" he softly groaned, looking up at the alicorn before grinning and chuckling a bit, seeing a flaccid stallionhood hanging between her legs. "Hah! Looks like you got another horn, Twilight!" he teased, poking his tongue out and giggling, Twilight only glaring a bit towards him.

"This is no laughing matter, Spike!" she groaned, blushing a bit as she used her magic on the floppy member, trying to push it back inside her sheath, but to no avail. "Agh, Celestia didn't tell me that this was included in the whole "Alicorn" thing!" she continued, only making Spike laugh more. "Cut it out, Spike! You wouldn't be laughing if you suddenly had your body change like this!"

"Heh, if you say so, Twi." Spike chuckled and hopped out of his bed, stretching his arms a bit and yawning. "Tell me if you need anything, I'm gonna be making some breakfast." he added, rubbing his belly as it growled softly, before heading down the staircase towards the main part of the library.

"Hmmm...this is really weird..." Twilight thought, glancing down between her legs again at the flaccid member hanging down, looking just like a stallion's, minus the testicles though. "Why didn't Celestia tell me about this? Or is it a fluke?"

A little while later, over at Fluttershy's cottage, the futa pegasus happily sipped from a teacup, sitting at a round white table which had a teapot placed in the middle of it. Opposite her was the sun goddess herself, Celestia, who was also lightly sipping from a teacup, graceful as ever.

"And that's when I discovered that the DNA evidence had been tampered with." she finished, setting her teacup down and levitating the teapot with her magic, refilling the cup.

"Oh, how intriguing." Fluttershy answered with a nod and a smile, before sipping from her teacup again, holding it between her front hooves. "What happened next, princess?"

"Well, after that, it was only a matter of time before-" she began, being interrupted by a flash of magic in front of her, revealing a wrapped-up letter, which then floated down onto the table. "Oh, hello, what is this?" she thought out loud, levitating the little scroll up and unrolling it, starting to read what was written on it. "Hmmm...Twilight...oh, horseapples!" she gasped, her eyes widening a bit in surprise.

"What is it, princess?" Fluttershy asked, a bit worried from the princess' reaction, glancing up at the letter. "Is it from Twilight? What's wrong?"

"Aggh, I forgot to tell her a very important detail about the change she underwent recently." Celestia groaned, face-hoofing lightly as she levitated the scroll back onto the table. "No doubt she's worrying her head off over it."

"I see." Fluttershy replied, glancing at the letter on the table. "Do you have to leave then, princess?" she asked, standing up from the table as she set her teacup down.

"Actually, Fluttershy..." Celestia began, her gaze turning towards the futa pegasus again. "I think it would be better if you helped Twilight with it." she answered, getting a confused look from Fluttershy. "I forgot to tell Twilight that she'd be getting a certain new endowment...you know, like the one I've got." she added with a playful grin.

"Oh...if you insist, princess." the pegasus replied, blushing lightly to the thought of Twilight having a large 'endowment' just like Celestia did. "I guess that makes sense...I have learned quite a bit about mine ever since I got it." she added, smiling a bit now.

"Well then, would you mind going and helping Twilight learn about her new body?" Celestia asked with a warm smile, standing up as well and spreading her huge wings. "I'm sure she'll need a bit of assistance with her wings as well." she added with a soft giggle. "You can help her with that too, can't you Fluttershy?"

"Of course, princess." Fluttershy nodded and smiled in return, lightly spreading her wings and giving them a few soft flaps. "I guess you can tell me the rest of your story later?"

"But of course, my dear." the alicorn princess giggled softly again and nodded, before taking off into the air. "Good luck, Fluttershy!" she added, before soaring off towards Canterlot; Fluttershy admiring the sight of the princess actually using her wings for once, instead of being carried by guards.

"Well then...I guess it's time to help Twilight just like she helped me." Fluttershy thought, grinning a bit from the irony of it all as she took off into the air, flying towards Ponyville. "I guess I could give her a few pointers on how her wings work, too...those are quite important, after all." she continued to herself, arriving at Twilight's library a minute later, landing gracefully at the front door.

She gently knocked on the door a few times, hearing a few hoofsteps coming from inside before the door finally creaked open, her gaze meeting a pair of purple eyes. "Oh, it's you, Fluttershy." Twilight spoke, pulling the door open a bit more, revealing the rest of her face.

"Yeah, the princess got your letter and told me to come help you out." Fluttershy answered with a soft smile, her cheeks tinting a light pink as well. "I can help you with whatever you need me to, Twilight. It's only fair after you helped me all those weeks ago."

"That's certainly true." Twilight smiled a bit and nodded, recalling the time when she first helped Fluttershy with her new 'equipment'. "I suppose...you could show me the ropes and give me some tips then, Fluttershy? I've read quite a bit about male reproductive systems, but I'm not sure mine is the same..."

Giggling softly, Fluttershy gently draped her arm over Twilight's back, cuddling against her side. "Don't you worry, Twilight. If yours is anything like Celestia's, then I'm sure I'll be able to teach you a good deal about it."

"Wait...Celestia has one too?" Twilight asked, a bit shocked at this revelation, but at the same time, quickly seeing why she had suddenly gotten one as well.

"Mm hm, so I guess yours will be the same?" Fluttershy replied with a cute blush as well, her wings beginning to spread lightly from a few naughty thoughts floating around in her mind. "I mean...you are both Alicorns now, after all."

"I see...well, uh...what did you want to start with, then?" the alicorn asked, motioning for Fluttershy to follow as she turned towards the staircase and began to walk up the stairs; Fluttershy able to get a few quick glimpses of the bulging sheath between Twilight's legs.

"Well, Celestia did tell me to teach you about your wings as well, so...I suppose I should start there." Fluttershy suggested as she and Twilight arrived upstairs in the bedroom; the door closing behind her with the glow of Twilight's magic.

"My wings? Huh?" Twilight asked, raising an eyebrow and glancing back at the pegasus with a confused look. "I can fly just fine, Fluttershy. I need you to teach me about my...new part." she added, blushing lightly as she hopped up onto her bed.

"Yes, your wings, Twilight." Fluttershy giggled softly as she approached the alicorn's bed, smiling up at her. "I thought you'd know by now that a pegasus' wings are quite sensitive to touch...well, um, that is, if they're touched in the right way." she explained, slowly climbing up onto the bed and sitting beside Twilight.

"Huh...interesting." Twilight spoke, spreading her large wings and lightly flapping them, brushing a hoof along the feathers. She did remember feeling a bit of a tingling when Rainbow Dash grabbed her wing earlier, but she didn't really think much of it. "Well then, whenever you're ready, Fluttershy. Just...be gentle, okay?" she added, before turning around and sitting up straight, giving the pegasus full access to her wings.

"Hehe, you don't have to worry about me being too rough, Twilight." Fluttershy smiled as she scooted up behind the purple alicorn, looking over those two huge wings, spread out to their full wingspan. Lifting her front legs, Fluttershy gently pressed her hooves against Twilight's wings, beginning to lightly massage them, slowly stroking her hooves from the bases of the wings all the way out to the tips, and then back again. "How does that feel, Twilight?"

The alicorn only sighed blissfully from the gentle massage, her eyes midclosing while her wings twitched lightly against Fluttershy's hooves. "Oh, wow...that feels really nice..." she softly replied; the wing-massage feeling much like a back rub to her, but with an added tingling that coursed through her body.

"Glad to hear it." Fluttershy giggled softly and kept rubbing, enjoying the feel of the smooth feathers against her hooves, feeling much softer than her own wings. As she kept rubbing, she began to lightly press and prod with her hooves, only increasing the intensity of the tingling for Twilight, eliciting soft moans from her. Of course, hearing Twilight's moans only helped to arouse the pegasus as well, her cheeks keeping their cute pink tint as she began to moisten between her legs.

"Ah...mmmnh...I see what you mean now..." Twilight moaned, leaning her head back a bit as her own arousal quickly sparked and grew from all the rubbing to her sensitive wings; her new member beginning to stiffen up between her legs, growing longer and slightly thicker as blood filled it and caused it to harden. "Ohh, already...?" she thought out loud, her eyes widening slightly as she glanced down between her legs at her growing erection, surprised at how fast her arousal was increasing.

"Mm hmm...you'll definitely get horny a lot easier..." Fluttershy spoke with a playful grin, continuing to prod and rub Twilight's wings as she leaned forward, glancing over the alicorn's shoulder and watching her new cock harden up, looking to be as big as, if not bigger than Fluttershy's. "Oh my...you're awfully big, Twilight." she added, feeling a surge of arousal and slight envy as Twilight's member quickly became fully hard, standing straight up between her legs and measuring in at roughly eighteen inches, with a decent girth as well.

Twilight was also somewhat shocked at her size, but at the same time, feeling a little dizzy from the displacement of blood in her body. "You're right...nnhh...it's so huge!" she replied, staring in awe at the throbbing stallionhood between her legs, watching it gently bob back and forth in time with her heartbeat, while a single pearl of precum formed on the tip.

"Hehe, well...you are an Alicorn, after all...Celestia's is pretty huge, so I guess Alicorns are very well endowed?" Fluttershy added with a soft giggle, slowing her rubbing to a stop before sliding one of her hooves around Twilight's body and down to the twitching shaft, lightly pressing her hoof against it and rubbing it slowly up and down.

"Mmnh...ahh...I guess...?" Twilight moaned again from the teasing rubs to her member, finding it to be quite sensitive, even to the pegasus' light touch. The sensations were completely foreign to her body, of course, feeling quite a bit different than any pleasure she had felt before. "Oh, Fluttershy...mmnh...that feels even better than rubbing my wings!"

Smiling softly, Fluttershy nodded, gently nuzzling against Twilight's neck as her hoof continued to stroke up and down the length of the alicorn's twitching pride. "Yeah, it certainly did feel really nice when I first got mine." she explained, her other hoof sliding down between her own legs and beginning to lightly massage over her bulbous clit; becoming more and more aroused now from Twilight's moaning.

"Ahh...I see..." the lusty alicorn moaned in response, closing her eyes as she enjoyed the pleasure, her member twitching harder against Fluttershy's hoof as her pleasure built up somewhat rapidly due to the pleasure being so new to her body. Already, multiple beads of precum had escaped and flowed down onto Fluttershy's hoof, only smearing against her member as the soft hoof rubbed up and down its length. "Mmnh, don't stop, Fluttershy!"

"Hehe, don't worry, Twilight..." Fluttershy giggled lightly, smiling as she complied with her lusty friend's request, rubbing her hoof up and down the length of that twitching Alicorn cock a little faster, feeling it throb and twitch more frequently against her hoof. At the same time, she panted lightly and moaned as she kept rubbing at her clit, feeling it swelling bigger and longer, growing out into her own futa cock, reaching full size and hardness in just a few moments.

After only a few minutes of having her new member rubbed, Twilight could feel a pressure building up in her loins, panting a little harder and blushing deeply from her orgasm building up more and more, only amplifying her pleasure even further. "Flutter...nnh...shy...I'm gonna...nnh...cum!" she panted, lightly bucking her hips upward against Fluttershy's hoof while her member throbbed harder, releasing loads of pre as it was about to blow any moment now.

"Mm, already? My, that was awfully fast!" Fluttershy giggled softly, playfully nuzzling at Twilight's cheek as she began to stroke the alicorn's member even faster now, wanting to bring her to a nice, powerful orgasm. "Hehe, maybe Applejack will have to give you a lesson too?" she teased with a grin, glancing down at Twilight's shaft as it twitched and throbbed hard against her soft hoof, which was quite sticky with precum by now.

"Oohh...mmnnh...ah!" Twilight gasped in bliss only moments later as her pleasure finally peaked, wincing from the release of the pressure in her loins and crying out as she felt a rush of euphoria course through her body. Leaning back against Fluttershy, she bucked her hips a bit more as her member erupted, releasing thick ropes of seed up into the air, which then splashed back down onto herself and the comforter. "Aahh...oh Celestia!" she cried, shuddering a bit against Fluttershy's body from the orgasmic bliss rocking her body.

"Oh my..." Fluttershy blushed in arousal as she watched gush after gush of steamy seed erupt from Twilight's throbbing length, splashing all over her legs and lower body and splattering almost every inch of her coat down there, before her orgasm finally subsided. "Wow, you really put out, Twilight." she added, smiling softly while her hoof continued to slowly stroke the alicorn's spent shaft; Twilight sighing and panting blissfully in the afterglow of her first male orgasm.

"Aahh...that was amazing, Fluttershy..." the pleased alicorn softly groaned, letting out one last blissful sigh before opening her eyes again, turning her head and glancing back at Fluttershy with a slight smile. "I haven't felt that good in a long time...hehe..." she added, before turning her gaze back towards her legs, blushing and widening her eyes a bit as she saw the sticky white mess that was splattered all over her lower body and the comforter below her. "Oh wow...I made a big mess..."

Giggling softly and nodding, Fluttershy pulled her hoof up from Twilight's member, splotched with the alicorn's seed as well. "Hehe, you came even more than me, Twilight." she replied with a soft giggle, bringing her hoof up to her own snout and licking up some of the warm essence, sighing happily from its unique flavor. "Mm...tastes pretty nice, too."

Twilight meanwhile used her magic to levitate a towel over towards the bed, starting to wipe herself clean of the sticky substance, managing to clean up most of it, but her coat was left matted down and slightly sticky. "Ugh, what a mess." she groaned, tossing the towel onto the floor beside her bed, while running a hoof along her leg, feeling the purple fur matted down with her own seed. "I guess I'm gonna have to take a shower after this." she added with a soft giggle.

"Hehe, it can get a little messy, sometimes." Fluttershy giggled lightly as well, sitting back on the bed with her own eager member standing straight up, throbbing and twitching in arousal, still ready for more fun. "What do you wanna do next, Twilight?"

"Oh, um..." Twilight began, glancing down at the lightly-throbbing member between her legs, seemingly eager for more pleasure, despite her orgasm just minutes ago. "Well...hm...I do suppose I could use a bit of practice with the hip movements, if you don't mind." she suggested, blushing a bit in embarrassment as she glanced at Fluttershy.

"Don't worry, Twilight. I wasn't very good at it either, when I first got it." Fluttershy smiled in return, gently placing her hoof on Twilight's shoulder and stroking it slowly. "You don't have to worry about pleasing me, I just want you to learn how to use it properly." she spoke, getting a more relieved look from Twilight. "Now...whenever you're ready, Twilight." she added as she turned away from the alicorn, leaning down while raising her rump nice and high, presenting her shapely rear for her friend.

Twilight's wings immediately flared up to the sight, twitching a bit in their fully-spread state, while her member throbbed eagerly, ready for another round of fun. Gulping softly, she approached Fluttershy from behind and carefully positioned herself on top of the pegasus, standing over her body with her front hooves pressed onto the bed on either side of the other mare. "Alright...I think I've got this right..." she spoke, lightly pressing her hips forward and gasping softly as she felt the tip of her stiff member press up against Fluttershy's warm entrance, already quite moist in arousal.

"Ooh, yeah...you've got it right." Fluttershy smiled, almost giggling a bit from Twilight's naivety, blushing lightly as she felt the tip of that large member rubbing gently against her warm slit. Her own shaft throbbed in anticipation, oozing a drop of pre onto the comforter below. "Don't be afraid to be a little rough, either..." she added in a soft voice, her cheeks tinting lightly again as she glanced back at the alicorn on top of her.

"Mmnh, if you say so, Fluttershy." Twilight grunted softly, prodding the tip of her member against Fluttershy's warm slit, enjoying the feeling of the sensitive tip rubbing along those silky-smooth nether lips. After a few more light prods, she aligned her twitching length with the warm entrance, before pushing forward again, a little more firmly this time, finally penetrating the pegasus' inviting snatch.

"Ah...!" she gasped in pleasure from the new pleasure surrounding the tip of her shaft; those warm, silky walls gently caressing her length as it gradually slid inside, stimulating it from every angle at once, unlike Fluttershy's hoof, which was only rubbing one side of it. "Ohhh, my..." she moaned, closing her eyes from the blissful pleasure coursing through her new member, only making it twitch and throb harder, releasing a couple drops of precum.

Fluttershy sighed blissfully as she felt the alicorn cock slowly pushing deeper inside her, closing her eyes and enjoying the pleasure it provided, while at the same time, working her muscles to squeeze her silky insides tightly around the throbbing length, wanting to make Twilight's first experience a wonderful one. "Mmm, yeah...that's it, Twilight...ahh...you're doing great, so far..." she softly moaned, starting to feel Twilight's hips gently bucking back and forth.

With nearly half of her member buried in Fluttershy's snatch, Twilight's hips almost seemed to move on their own, instinctively thrusting back and forth, sliding her cock in and out by a few inches each time. "Ooohh, yes...you feel so good inside, Fluttershy!" she moaned, her cheeks only tinting a deeper shade of purple as the new pleasure washed over her, sending new and unfamiliar tingles of bliss through her lower regions.

"You feel nice...too, Twilight...!" Fluttershy softly moaned, feeling the alicorn cock spreading her insides nicely as it kept pushing deeper inside her; not as big as Celestia's of course, but still roughly as big as an average stallion's. At the same time, her own member throbbed more in pleasure, smearing a few more drops of precum onto the bed below her.

Only a few moments later, Twilight found herself nearly fully hilted inside Fluttershy, mostly due to her eager thrusting, only helping to push her inside even faster. "Mmnh...oh wow...this feels amazing..." she sighed blissfully, feeling every inch of her stallionhood being squeezed by the pegasus' soft, silky love tunnel, as if it were trying to pull her in even deeper. Leaning forward a bit, she held her hips still, savoring the warmth of Fluttershy's cunny, her wings twitching in pleasure along with her cock.

"Mm...doesn't it?" Fluttershy replied, panting softly as she smiled back at Twilight, her own wings spread out nice and stiff against the alicorn's belly, while her hot insides continued to eagerly squeeze around the throbbing shaft, teasing it with light amounts of pleasure. "It only gets better from here though, Twilight...go ahead and buck me." she replied, blushing a bit as she finished that sentence.

Of course, Twilight was more than eager to comply with her friend's request. Sighing blissfully again, she began to pull her hips back, gradually sliding her shaft out of the moist slit until it was roughly halfway out, before thrusting back in again in one swift motion, eliciting a pleased moan from the feeling of the silky walls rubbing firmly along her length. Only a quick moment later, she repeated the motion again, then again, making slow thrusts into the hot depths of Fluttershy's pussy, savoring the wonderful pleasure as much as she could.

"Nnh, oh Celestia this feels good..." she thought, panting lightly already as she kept up her slow, steady thrusts, feeling powerful tingles of pleasure all along her twitching member as it rubbed firmly along the squeezing walls of Fluttershy's pussy, smearing drops of precum onto them as well, which only helped to smooth her thrusts. At the same time, her stiff wings were still twitching, beginning to flap very gently in time with her thrusting.

"Ahh...that's it, Twilight...just like that!" Fluttershy moaned happily, holding onto the pillow with both hooves as the alicorn's thrusts gradually accelerated, pushing that thick shaft deeper inside every few thrusts. "You're doing great...mmnh...certainly better than me, when I first got mine!" she added with a light giggle, blushing cutely as she smiled back at Twilight.

"Th-thanks..ah, Fluttershy!" Twilight replied, smiling a bit in return, continuing to thrust nicely into the pegasus' snatch, panting in pleasure as she felt another orgasm steadily building up within her, though not nearly as fast as her previous orgasm. "It's certainly easier....oooh, than I thought it would be..."

"Why don't we try a different position, then?" Fluttershy suggested with a playful grin, motioning for Twilight to slow to a stop, before she turned over onto her back. "You can move your hips back and forth just fine...but what about up and down?" she asked, bringing her legs up and wrapping them around Twilight's waist, pulling the alicorn closer to her and pulling the lower half of her body upward at the same time.

"Ah...what position is this?" Twilight replied, blushing lightly to the new position, her front hooves now a little past Fluttershy's head, while her crotch was pressed firmly against Fluttershy's, leaving her member buried deep inside the warm love tunnel. "I've never seen anything like it..."

"Hehe...just go ahead and buck me, Twilight." the pegasus giggled softly, smiling up at Twilight as she released her legs' grip on the alicorn's waist, but kept them lightly pressed against her waist. After a few moments of adjusting herself, Twilight began to buck her hips again, this time having to pull them up and push them back down again, groaning in bliss once more from the wonderful pleasure, though with gravity assisting her thrusts now, she was pushing deeper inside with each thrust.

"Oooh, this feels even better, Fluttershy!" she moaned happily, her wings flapping a bit more in pleasure, loving the deeper penetration that this position provided, only milking out more of her thick precum. Noticing the headboard only inches in front of her, she lifted her front hooves off the bed and grasped the wooden board, giving her better leverage for her downward thrusts. "Oh, why couldn't I have become an Alicorn sooner?"

However, Twilight wasn't the only one who was greatly enjoying herself; Fluttershy panting and groaning in bliss from the alicorn's firm thrusts, only causing her silky insides to squeeze tighter around the thick cock filling her so deeply. At the same time, her own member throbbed in pleasure, rubbing against her belly and oozing drops of precum onto her coat; her hoof reaching down and beginning to rub it swiftly, feeling her own orgasm welling up in her loins. "Mmnh, don't stop, Twilight...you're doing so good!"

Of course, with her own pleasure increasing more and more with each thrust, the lustful alicorn had no intention of stopping anytime soon. Panting deeply, she gripped the headboard tighter as she put more power behind her thrusts, flapping her wings a good deal now as well to assist her deep bucking; eager to push herself to another powerful orgasm. And with the more frequent throbbing of Twilight’s member, along with the loads of precum it was putting out, it was clear that she was getting closer.

Opening her eyes slightly, Twilight glanced down at the cute pegasus underneath her, seeing a blissful look and cute blush on her face, before her gaze followed the pegasus’ front leg down to her crotch, seeing her hoof firmly rubbing over her own twitching member, which had matted down a spot of fur on her belly with the pre that it was oozing. “Mmnh, here, Fluttershy...ah, let me help...” she panted, before her horn began to glow once more.
Fluttershy gasped softly only moments later as she felt a new tingle of pleasure, her eyes blinking open to see a magic aura wrapped around the lower half of her cock, providing a light tingly pleasure at first, before it began to slide up and down the length, only causing the pegasus to groan out blissfully. “Ohh, Twilight! That feels so...nnh, nice!” she groaned as the magic aura jerked her member steadily, sending surges of magical pleasure through it with each movement, coaxing out even more of her warm precum.

“Ahh, heh...it’s nothing...really...” Twilight smiled, blushing lightly again to the sound of Fluttershy’s cries of pleasure, only serving to arouse her even further as she kept up her firm bucking, sighing and moaning happily as she felt her orgasm drawing nearer and nearer each time her thick shaft thrust deep inside that hot snatch. “It’s the least I can do...mngh, for helping me out!”

Smiling in return, Fluttershy reached up with her hooves and gently draped her front legs around Twilight’s shoulders, leaning her snout up a bit. “You’re quite, ah, welcome, Twilight.” she moaned softly in return, before leaning in even closer and nuzzling the alicorn’s snout gently, giving it an affectionate slurp. “Now show me...mnnh, a nice royal filling...” she added in a soft voice, glancing into Twilight's eyes with a lustful look as she suddenly squeezed her silky insides extra tight around Twilight's thrusting cock.

Twilight gasped in bliss from the sudden squeeze, closing her eyes tightly and letting out a blissful cry as her orgasm was pushed much closer from the surge of pleasure; her hips still bucking quickly and firmly as her member twitched hard. "Ohh, yes...Fluttershy...nnh...I'm cumming...!!" she cried in bliss, her wings flapping a bit as her pleasure peaked again, giving a few more rough thrusts before burying her length inside the constricting snatch, starting to unload thick gushes of seed deep inside it.

With each throb her spasming member gave, a hefty gush of her royal seed flowed forth, pumping into Fluttershy's deepest reaches, filling her up quickly with the steamy, sticky fluids. As she orgasmed though, her magic surged just as her pleasure did, now completely surrounding Fluttershy's shaft with a more intense magic aura, pushing the pegasus' pleasure over its peak as well. With a cute squeak of bliss, Fluttershy leaned her head back against the pillow as she shot her load all over herself, splashing her belly with thick volleys of seed, only soaking her coat even further.

Despite her previous orgasm seeming to be quite potent, it paled in comparison to this one; Twilight's eyes rolling back in her head as the euphoria overwhelmed her body, her hips still lightly thrusting against Fluttershy's warm pussy as her royal scepter flooded it with seed, now oozing out all around the shaft, only making even more of a sticky mess. The alicorn's orgasm persisted for a good fifteen or twenty seconds before the flow of her seed finally died down; her deep panting returning as she slowly collapsed on top of Fluttershy, smearing a bunch of the pegasus' seed onto her lavender coat as well.

"Aah...mmnh...oh good Celestia..." the exhausted alicorn panted, slowly coming to her senses again after the incredible orgasm, lifting her head slowly from the pillow and glancing down at Fluttershy, who was also panting a bit in the afterglow of her own orgasm, her eyes blinking open again as she smiled softly in return, her cheeks still tinted lightly as well. "I've never felt such...mm...a powerful orgasm, before..."

"Mm...glad to hear it, Twilight." Fluttershy softly replied, gently stroking her hooves along Twilight's shoulders, leaning her head up and gently nuzzling the alicorn's snout again. "I had fun giving you this little...lesson, hehe..." she added with a soft giggle, stroking her hooves down along Twilight's wings as they folded against her back again. "Do you feel comfortable with your new body?"

"Hehe, a lot more comfortable, yes." Twilight giggled softly and nodded a bit, sighing happily from the soft hooves massaging over her wings. Gently pulling her hips back, she slid her spent member out of Fluttershy's warm slit, a good amount of her seed oozing out onto the bed without the thick shaft holding it all inside, only adding to the mess on the comforter. "Oh, jeez...we really made a mess, didn't we?" she added, glancing around at all the splotches of seed on the sheets and comforter, as well as Fluttershy's belly and chest, which were soaked in her own semen. "Ugh, it's everywhere!"

"Mnf, yeah, you can really make a mess if you're not careful." Fluttershy replied as she sat up again, blushing lightly at the sight of the mess she and Twilight had made, starting to feel her own seed soaking into her coat. "We should go and shower before it dries into our fur, Twilight."

"Good idea. I'll throw these in the wash too, I suppose." Twilight replied, glancing down at the comforter and sheets, before turning her gaze to Fluttershy again. "Guess I'll need a bit more tutoring from you, then? I can't be making a mess like this every time I get horny." she added with a chuckle, Fluttershy giggling softly again as well.

However, over at the other end of the room, the door was opened just a little bit; a pair of peeking eyes looking through the crack. Spike gulped softly as he held onto his raging erection, having watched the entire "lesson" between the two futa mares, but hadn't masturbated in fear of one of them hearing him. "Mother of Celestia...that was hot." he thought with a big grin.

THE END

Chapter 3: Applejack/Big Macintosh

All characters © Hasbro

CONTAINS: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

After going through “the usual” once more, it was mid-afternoon, almost 3PM. Fluttershy had put her dress on again and was slowly flying back toward her home, thinking about what Rarity had told her earlier.

“Relax and enjoy it a bit...” the pegasus thought, trying to decide on how exactly she would do that, if at all. “I guess I'll just have to slow it down a bit, next time.” she continued, seeing her house up ahead. It was just about time for her to feed her animals again, so after arriving, she quickly got to work on that. “I could try asking somepony for tips...but who?”

Of course, Fluttershy didn't know many males around Ponyville, so the obvious answer quickly hit her. Big Macintosh was the only stallion she knew well enough that she'd ask about such things, but still, she was unsure. She had been on a few dates with him in the past, but never really asked if he was comfortable with such things. All the thoughts and worries coursing through her mind had easily panicked her again.

“What if he thinks I'm a freak? What if he decides not to talk to me ever again?” her panicked mind raced, but she shook the thoughts after a few moments. “No! Pull yourself together, Fluttershy. He's nicer than that.” she thought while returning the box of animal feed to its cupboard, getting a impatient look from Angel, who was tapping his foot as he stood next to an empty bowl on the floor in front of Fluttershy.

“You have to be more assertive, Fluttershy! Can't let your fears get the best of you!” she continued in her mind, grinning to herself, her spaced-out look being met with a confused one from Angel. “You're going to go over to Sweet Apple Acres and-” her thought process was suddenly interrupted as she felt something tugging at her left front leg, looking down to see Angel glaring up at her. “Oh...sorry.” she blushed and smiled, leaning down and grabbing the empty bowl, replacing it with one that was full of fresh vegetables.

Finally finished with feeding her animals, it was nearly 4PM now as Fluttershy returned to the living room, climbing onto the couch again and resuming her thinking. “So...I'll go over to Sweet Apple Acres and ask Big Macintosh for some tips...” she thought, though still, some fears lingered in her mind. She didn't know exactly how he would react to finding out about her new endowment. “I'll have to ask Applejack first, I guess. She'd know...I hope.”

Getting up from the couch, she put on the turquoise dress once more, and headed out toward Sweet Apple Acres, the sun now hanging low in the sky. Luckily the path between her house and the farm wasn't very populated, so she didn't have to worry about avoiding anypony. After a short flight she arrived at the house next to the barn, landing at the front door and gently knocking on it a couple times. In a few moments it opened, Fluttershy looking down to see Applebloom, who smiled back up at her.

“Howdy Fluttershy! What'cha need?” she asked cheerfully, glancing down a bit to see the dress Fluttershy was wearing. “What's with the dress? Did Big Mac ask you out on a date again?” she teased with a giggle.

“Oh, um...no, not really.” Fluttershy blushed softly, shaking her head. “Is Applejack home? I just wanted to talk to her a bit.”

“She ain't home yet, but she will be soon. Ya can come inside while ya wait.” Applebloom answered, leaving the door open as she turned around and headed back into the house. Fluttershy followed her inside after closing the door, taking a seat in the living room while Applebloom went up the staircase to her bedroom. The house was pretty much silent otherwise, save for the creaking of a rocking chair that was coming from out back.

It was about 4:30 before Applejack returned from her usual afternoon work, Fluttershy's ears perking up as she heard the other mare approaching. Sitting up in the chair, she looked toward the door as it opened again, revealing the orange pony, who sighed contently and wiped her brow of sweat before noticing Fluttershy sitting in the living room.

“When did you get here, Fluttershy? I didn't even see ya.” Applejack spoke with a smile, walking over into the living room. “Nice dress, by the way!”

“Just a few minutes ago, don't worry.” Fluttershy answered, returning the soft smile. “And thank you.”

“Well, always nice to have company over I guess!” Applejack chuckled softly, taking a seat opposite Fluttershy. “What did'ja need then?”

“Oh, um...I just wanted to talk a bit, if that's okay with you.” the pegasus replied quietly with a hint of nervousness in her voice.

“Well sure! What'dya wanna talk about? I'm all ears.” Applejack nodded, sitting up a bit as her ears perked up.

Fluttershy took a deep breath, collecting herself before she began to speak. She told Applejack the same story that she told Rarity, telling her all about what she had been doing with Luna, and Celestia's reaction to it. By the end of it, Applejack couldn't help but smile a bit, not really believing the whole story at first.

“Oh, Fluttershy, I never knew you were so good at making up funny stories!” she giggled, shaking her head a bit. “You can't be serious, Celestia would never do such a thing!” she continued, smiling at Fluttershy, though that smile faded as Fluttershy frowned, blushing a bit. “You're kidding...aren't you, sugarcube?”

“No...it's all true.” Fluttershy answered, taking another breath as she tried to keep her composure. “But it's not as bad as it sounds, don't worry.” she added, trying to smile a bit.

“Well uh, I'd assume so...” Applejack smiled nervously as well, kind of embarrassed at herself. “Sorry for not believin' ya, sugarcube. I've just never heard of the princess doin' anythin' like that.”

“Oh, don't worry, Twilight and Rarity didn't believe me at first, either.” Fluttershy giggled softly, feeling a little more comfortable now, especially with Applejack seeming so calm about the situation.

“Hm? You went'n saw them about it? What'd they have to say?” Applejack asked, raising an eyebrow.

“Well, um...Twilight couldn't find a way to make it go away, and the next morning I had to go to my weekly spa date with Rarity.” Fluttershy started. “Twilight was more surprised at the fact that Celestia did it, but Rarity was more surprised at the result.” she added, giggling softly again. “Both of them really enjoyed it, though...me too, I guess.” she added with a slight blush.

“Is that so...well, some punishment this is, then!” Applejack laughed, sitting back in her chair. “Sorry to laugh, but it just seems so...strange! She doesn't want ya to have that kind of fun without her, so she gives ya somethin' that'll make you have even more fun?”

“I...guess. I mean, it does feel really good and all, but I kinda have to hide it wherever I go...” Fluttershy continued, motioning to her dress. “I don't want anypony finding out about it...nopony would look at me the same way again!”

“Heh, yeah, I guess I see what ya mean. Knowin' some ponies 'round here, word about you would spread like parasprites.” Applejack nodded. “So, uh...what did you wanna ask Big Macintosh, anyways?”

Fluttershy gulped softly, blushing lightly again as she prepared to answer. “Well, um...I kinda wanted to ask him...for some tips, but I don't know if he'll want to or not.” she softly spoke. “Whenever I play with myself, or with Twilight or Rarity even, it feels so good that I cum really fast...Rarity told me to try and relax a bit, but I don't really know what she meant.” she continued, a little more nervously. “It just feels so good...I can't help myself.”

“Is that it? Well, you're in luck Fluttershy.” Applejack giggled softly, smiling a bit. “I'm sure Big Mac will be fine with it; I've seen the way he looks at some of those other stallions, so I'm sure he wouldn't mind givin' ya a few pointers.” she continued, before giving a mischievous grin. “But ya say you blow 'yer load real fast, huh?”

“Y-yeah...I can't help it...” Fluttershy blushed, smiling a bit as well. “It feels better than anything I've ever felt...”

“Heh, is that so...” the orange pony nodded, glancing over toward a clock on the wall, seeing that it was just about 4:30PM. “Well, Big Macintosh won't be home for another half-hour I reckon, I could show ya some tips too if you want.”

Not expecting Applejack's words, the pegasus' cheeks reddened a little more as she looked up at Applejack. “Um...you don't have to...it's fine...I can wait for Big Macintosh.”

“You sure, sugarcube? I've got quite a bit of experience, ya know.” Applejack added with a grin. “I could teach ya a trick or two that Big Mac might not know.” she continued, winking. “And I could use a bit of stress relief after today...whew.” she thought.

"Oh...if you're okay with it...I guess a little extra help couldn't hurt." Fluttershy nodded, getting up from her chair. “But where can we do it? Applebloom is here, and I think Granny Smith is, too...”

“What d'ya think we've got the barn for?” Applejack teased, getting a creeped-out look from Fluttershy. “Heh, just kiddin'. Ya gotta admit it's kinda handy though.” the earth pony giggled, before hopping up from her chair, heading toward the front door, Fluttershy following behind her. The two walked a short distance over to the barn; Applejack opening the large door and letting Fluttershy inside before closing it again. Applejack continued past the cow stalls and into a separate part of the building, which was mostly a small kitchen and a few spare rooms used mostly for storage.

They finally stopped at a small room with a few boxes stacked around the other side of the room; a table and a couple chairs in the middle of the room, which Applejack moved over toward the window. Now that she was sure they were alone, Fluttershy removed her dress and draped it over one of the chairs, looking over toward Applejack as she pulled a pillow out of one of the boxes and set it on the carpeted floor.

“So, um...what are we gonna start with?” Fluttershy asked quietly as she approached Applejack, who gently pulled on a chain coming from the ceiling, the single light in the middle of the ceiling turning on.

“Well, why don't we start with that “relaxing” you were talkin' about? I wanna see how fast ya go, first.” Applejack replied with a playful smirk, glancing down towards Fluttershy's hind quarters, spotting the pair of hefty balls hanging between her legs, but her member was completely soft. “Looks like a little foreplay is in order, though.”

Fluttershy nodded softly, her nervousness clearing up slightly, mostly from Applejack's willingness to 'play' with her despite her new endowment. “Whenever you're ready, Applejack.”

“Heh, C'mere, you!” Applejack teased, gently grasping the pegasus and pulling her over towards the pillow, laying her down on the floor with her head resting on the pillow, before turning her over onto her back. “Wonder how big she is...” she thought as she gazed down at the soft member and pair of balls, bringing her hoof down and grasping the flaccid length, starting to stroke and rub it up and down.

Fluttershy gasped from the slight roughness of being forced to the ground, looking down at Applejack as she felt the hoof stroking her member up and down, causing the familiar tingly pleasure once more. Her cheeks blushed again as she watched the earth pony lower her head down, bringing her snout to Fluttershy's warm snatch and extending her tongue out, starting to slurp over the pink folds, only adding to the tingly pleasures.

“Mmnh...certainly tastes different than I remember...” Applejack thought as she mid-closed her eyes, dragging her tongue up and down the pegasus' moistening slit repeatedly as her hoof continued to stroke the stiffening member, feeling it lightly throb as it grew longer and thicker in response to all the teasing.

Looking straight ahead, she spotted both of the pink nipples on Fluttershy's udders perking up nicely, giving the pegasus' folds a few more teasing slurps before moving her snout up a bit and nuzzling the two sizable balls out of the way, latching her lips around one of the hard nubs and starting to gently nibble at it with her lips.

“O-Ooohh...Applejack...” Fluttershy panted and moaned from all the teasing, Applejack doing a much better job of foreplay than Twilight or Rarity had done, causing her member to stiffen up to its full length very quickly. Applejack continued her teases though, stroking the throbbing member more slowly as she nursed and nibbled on the perky nipple, finally tasting the pegasus' sweet milk flowing from it.

The thirsty earth pony drank at least a mouthful of the sweet milk before taking her mouth off and licking her lips, smirking playfully up at the lusty yellow pony. “Mm, that's some delicious milk you've got there, sugarcube.” she complimented, before looking back down at Fluttershy's eager member, squeezing it gently. “And looks like you're all ready to play...shall we begin then?” she added, before standing up again, facing away from Fluttershy, giving her full access to her rear.

“Y-yeah...” Fluttershy nodded softly, slowly getting up as well; the sight of Applejack presenting only serving to turn her on further as she approached the earth pony, remembering how Big Macintosh mounted her that one time, and trying to do the same to Applejack. Lifting her front legs, she gently placed her hooves on Applejack's toned flanks, before sliding them forward a bit, moving the rest of her body closer until the tip of her member prodded against her friend's warm entrance; also quite moist from her own arousal.

“C'mon Fluttershy...don't tell me you're gentle and shy when it comes to buckin'.” Applejack teased, pressing back a bit against the pegasus' member, pressing it gently inside her moist folds. “Perfect size...not as big as Big Mac...this is gonna be one fine ride!” she thought with a grin. Exhaling softly, Fluttershy gently grasped Applejack's body, leaning over her a little bit more as she pushed her hips forward, pressing her throbbing pride into Applejack's steamy slit, moaning softly from the feel of the hot insides rubbing along her sensitive length.

“Ooh, that's it, girl...” Applejack panted softly as she felt the pegasus' member push inside, slowly sliding deeper and deeper into her, stopping after a few moments when only a couple inches were outside; Fluttershy's hefty orbs bumping against the earth pony's rump. “Nnh, c'mon sugarcube...show me what'cha got.”

Fluttershy took a couple moments to savor the gentle pleasure, before pulling her hips back, sliding her member out almost all the way, before thrusting back in again, getting a pleased groan from Applejack. She repeated the motion over and over until she was steadily riding the earth pony, her member slick with Applejack's warm juices already, only helping her accelerate.

“At'a girl!” Applejack moaned, leaning down further as Fluttershy's hooves gradually slid up her body, stopping at her shoulders, pressing down onto the earth pony. It was slightly uncomfortable, but being used to larger stallions, she didn't mind a little roughness. Fluttershy was panting and moaning blissfully as well, closing her eyes while her cheeks flushed red again from the huge amounts of pleasure coursing through her loins, already feeling the pressure building inside after only a couple minutes. Her wings had begun to flap as well, increasing her speed further.

“Nnnh, aahhh...!” the pegasus moaned cutely as she kept bucking Applejack quickly, lots of her warm pre smearing along the hot inner walls as her member throbbed more. “S-so...wonderful...Applejack!” she panted, feeling her orgasm coming on already, once more trying her best to hold back, despite her rapid hip movements; her crotch as well as her hefty balls smacking against Applejack's rump with each thrust.

“Ya got that right!” Applejack panted and moaned happily, her moist insides clenching around Fluttershy's thrusting member as her own orgasm slowly built up, her hat tipping over and falling off of her head as she leaned downward further, glancing back between her legs and watching as the pegasus pounded her firmly. “Keep it up, you're...nnhh, doin' great!”

“Oh...ooh...I'm gonna...cum...” Fluttershy moaned quietly, biting her lip gently as she kept trying to hold back her orgasm, but the clenching and squeezing from Applejack's steamy insides weren't helping at all.

Applejack's eyes widened; not believing what she was hearing at first. “Good gravy, girl, already?!” she groaned, noticing now the speed of Fluttershy's thrusts, and feeling the pegasus' member throbbing against her insides. “You weren't kiddin', were you?”

“Nnnh, s-sorry...!” the lusty pegasus moaned, before leaning her head back and crying blissfully as her orgasm hit; her hips bucking forward and sinking her whole length inside Applejack as it shot off her load. She held firmly to the earth pony as she rode out her orgasm, panting and moaning softly while her member overflowed Applejack easily, lots of the sticky fluids gushing out around the pink lips, oozing down Applejack's crotch.

“Nnhh...well, shucks...” Applejack grumbled, enjoying the feeling of being filled to the brim, but she hadn't orgasmed yet; only about 75% of the way there. “This is what Rarity meant, sugarcube...ya gotta slow it down a bit.” she added, looking back at the blissful pegasus, seeing her wings slowly folding against her back again.

“Ooh..I'm...sorry...” Fluttershy panted, still recovering from her powerful orgasm, her chest rising and falling as she caught her breath. “Did you cum? I-I can finish you off, if that's okay...whatever you wanna do...” she quietly added as she pulled her hips back a bit, sliding her member halfway out.

“Well, yeah, that'd be nice.” Applejack chuckled softly and nodded, though just as Fluttershy gripped her sides again, the door slowly creaked open; Applejack gasping while Fluttershy nearly jumped in surprise. The door slowly swung open to reveal Big Macintosh, whose eyes widened a bit in surprise as well. “B-Big brother, what are you doing here?”

The big red stallion was speechless at first, still trying to process everything that he was seeing; Fluttershy and his sister in the position they were in, yet he didn't see any straps around Fluttershy's waist, and at the same time, a small puddle of white liquid beneath them. “What in tarnation...?” he thought out loud, shaking his head a bit. “Am I imaginin' things or is...nah, that ain't it...can't be.”

“Hold on, I can explain!” Applejack groaned as she got up, pulling forward a bit; Fluttershy's member sliding out of her warm slit with a “ssshhhlick”. It was still slightly hard, and from the look Fluttershy saw on Big Macintosh's face, he could see it now, which caused her cheeks to flush a deep red again. Luckily for Big Macintosh, his red coat hid his own soft blush, while Applejack gave him a quick run-down of the story Fluttershy told her.

“And she just wanted to ask ya for some tips...she needs 'em, trust me.” she finished with a soft giggle. Nodding softly as Applejack left the room, the big stallion stepped over toward Fluttershy, who smiled nervously up at him; her member completely soft again by now. Sure, Applejack told her that she'd be fine, but that wasn't helping her nervousness right now.

“So...you wanted to ask me some questions, did ya?” Big Macintosh asked, glancing up from Fluttershy's soft member, looking at her cutely blushing face.

“Um, yes...I just wanted to ask you...how to take sex more slowly?” Fluttershy asked quietly, the big stallion nodding as he sat down on the floor in front of her. “Every time I try...I just cum too fast.”

“Mmhm.” Big Macintosh nodded again, his own member stirring as his head inevitably filled with dirty thoughts about the hermaphrodite pegasus. “I reckon I could show ya how it's done. If that's alright with you.”

“Oh...that would be nice.” Fluttershy smiled softly, catching sight of Big Macintosh's member though as it slowly stiffened between his legs. “I'm...guessing you're going to show me...directly?”

“O'course, no better way to show ya.” The big stallion grinned warmly, blushing softly as well, but again it was hidden mostly by his red coat. “Just lay down, I'll take it from there, Fluttershy.”

Nodding softly, Fluttershy did as he said, grabbing the pillow and moving it closer, laying her head down on it as she laid on her back, her semi-hard member flopping against her belly slightly. “Like this...?”

“Eeeyup, just like that.” Big Macintosh nodded, getting to his feet again and moving closer, positioning himself on top of Fluttershy, bending his front half down slightly so that his face was closer to hers, while his stiffening member pressed against the pegasus'. “So...how's your new toy feel?” he casually asked, gently moving his hips back and forth, rubbing his stallionhood along Fluttershy's as they both stiffened further.

“Mmnh...it feels...really nice...” Fluttershy moaned quietly from the gentle teasing to her member, which quickly hardened up again as her arousal was rekindled. “Y-You still like me...right?”

“Well o'course...I don't mind the extra equipment. Just more to have fun with, right?” The stallion replied with a grin, gently nuzzling Fluttershy's snout; the pegasus' blush fading as she became more relaxed. Both of their members had become fully hard by now, Big Macintosh's much larger than Fluttershy's by at least six inches, accompanied by two very large balls, at least the size of tennis balls, if not larger.

“Thank you, Big Macintosh...” Fluttershy smiled softly in return, slowly reaching her front legs up and gently holding onto Big Macintosh's shoulders. “You can start when you're ready.”

Big Macintosh nodded once more, before pulling his hips back slightly, his member sliding along Fluttershy's as it moved down, before the tip of it prodded against her moist slit. “Here it comes...” he softly whispered into her ear, before pressing his hips forward again, penetrating her gently and slowly, causing her to moan softly in pleasure as her nether lips were parted by the large stallionhood.

“Oooh...” the pegasus moaned quietly, gently stroking her hooves along Big Macintosh's shoulders as she enjoyed the feeling of his member slowly pushing deeper and deeper inside her; her own pride throbbing eagerly and oozing a bit of precum onto her belly. Inch by inch, the big stallion continued to push deeper inside her, until about a foot of his length was inside.

“Now...from here...you just take it nice and slow...” Big Macintosh softly spoke, starting to slowly buck his hips back and forth, steadily sliding his thick pride in and out of the pegasus' steamy slit; lightly throbbing against her soft insides as it rubbed firmly against them over and over. As he slowly thrust into her, he leaned his head down a bit further, closing his eyes and teasingly nibbling on her ear.

“Aahh...I s-see...” Fluttershy panted and moaned softly from the gentle pleasure, very much enjoying the soft nibbling on her ear as her love tunnel clenched lightly around Big Macintosh's member, coating it in her warm juices while it continued to slowly slide in and out. Her own member was still throbbing happily against her belly, oozing more pre from the slit, which smeared into her coat.

Big Macintosh kept up the slow pace for a few minutes, before gradually accelerating, easing in more of his member as well, pushing it in deeper and deeper, only increasing the pleasure for the lusty pegasus. “Mmnh...ya just take it...nice and easy...no rush...” he softly spoke, moving his snout back up and gently nuzzling Fluttershy's snout again, looking down into her eyes, seeing the blissful look on her face as she moaned and panted quietly.

After a couple minutes he had picked up the pace a good deal, putting a little more power behind his thrusting as well, spurred on by Fluttershy's clenching insides, which slicked his member even more with warm juices. He felt her member press against his stomach, now standing up from her crotch and throbbing harder as her orgasm was close, smearing some of her warm pre over his red coat. His own climax was steadily building, but still a ways off; big globs of his sticky precum smearing along the pegasus' insides and mixing with her juices.

“And another thing...nnh...you can try, is a change of position...” he continued, Fluttershy opening her eyes and looking up at him as he gently grasped her sides, pressing his stallionhood deep inside her and holding her body close as he suddenly leaned back with her and rolled onto his back, keeping her on top.

“Oohh...yes...” Fluttershy gasped and moaned in bliss as almost all of the thick shaft pushed inside her; now sitting on top of it as she was on top of the big stallion now, gently holding her hooves against his chest.

“Go ahead, darling...ride your big stallion.” Big Macintosh spoke with a seductive smirk, looking over the pegasus' body as she sat up on top of him, the sight of her throbbing member only turning him on even more. Fluttershy blushed and nodded, pressing her hooves more firmly to Big Macintosh's chest to steady herself before starting to ride him the way Twilight had ridden her, panting and moaning happily once more.

“Nnh...this feels...so wonderful...” she panted, more of her warm precum coating Big Macintosh's stallionhood while her own member gently smacked against his stomach each time she came down onto his crotch; lots of her warm pre splashing onto his coat. As she kept riding, she could feel Big Macintosh's member starting to throb more as well, warming her insides even more with sticky precum.

It was only a couple more minutes though before she felt her own orgasm coming on; her wings flapping slightly as she cried out in bliss, pressing herself all the way down onto Big Macintosh's stallionhood as her insides clamped it tightly, squeezing it like a hot, soft vice and soaking it with a wave of her female cum. At the same time, her member twitched and throbbed as it shot off its load of sticky seed, splashing all over Big Macintosh's chest, as well as getting a few streaks on his face.

The lusty pegasus didn't notice it at first, but despite stopping her riding, she seemed to still be bouncing up and down atop the stallion's body; still feeling his member sliding in and out. While basking in her afterglow, she glanced down at Big Macintosh, seeing that he had grasped her waist, and was bucking his hips upward, having not reached his own orgasm yet. “Oohh..nnh...s-sorry...!” Fluttershy softly spoke, doing her best to help him by continuing her riding.

“Nnnh...d-don't worry 'bout it...” Big Macintosh grunted blissfully, gritting his teeth lightly as his pleasure peaked, feeling all the built-up pressure finally releasing as his pride throbbed hard within Fluttershy's steamy depths. With a few more thrusts, he firmly grasped Fluttershy's waist and pushed her down onto his member, fully sheathing it inside her as it began to unload copious amounts of steamy seed within her.

“Oooh...ahh...B-Big Mac...!” Fluttershy gasped, blushing heavily from the warm feeling inside her; the size of the load easily overflowing her and gushing out all around onto the stallion's crotch. The feeling only seemed to intensify her afterglow, her wings still spread and flapping lightly as she collapsed on top of Big Macintosh, resting her head against his chest as it rose and fell with his heavy breathing. “So wonderful...nhh...my big stallion...”

Big Macintosh continued to hold her waist through his orgasm, gently running his hooves over her cutie marks as the last of his seed escaped into her, his afterglow coming on now as well. “Glad ya enjoyed...mmnh...my lovely pegasus...” he softly spoke while panting in exhaustion, looking up toward her as she nuzzled his chest gently. “Hope my lesson was helpful...heh...” he chuckled softly, smiling a bit.

“Of course...hehe...” Fluttershy giggled softly as well, smiling back at him as she slowly pulled forward, the stallion's spent member slipping out of her as she moved up, gently pressing her snout against his and kissing his lips. “That was so much fun, Big Macintosh. Thanks for showing me...” she quietly added, blushing lightly.

“Any time, Fluttershy.” Big Macintosh replied, returning the gentle kiss while his hooves moved up a bit, gently massaging the pegasus' sides. The intimate cuddle was interrupted though as his stomach growled quite loudly, making him chuckle softly again. “Do ya wanna stay for dinner? It's Sunday so...we'll be havin' some'a Granny Smith's old-fashioned spaghetti.”

“That sounds wonderful.” Fluttershy nodded, sitting up on Big Macintosh's belly and looking down at him, seeing the streaks of her seed all over him, as well as the mess of sticky fluids further down his body. “We're gonna have to clean up, though.”

“Heheh...eeeyup.” Big Macintosh chuckled and nodded as Fluttershy climbed off of him, allowing him to stand up again. “There's a hose 'round back that we can wash up with. C'mon.”

After the two cleaned themselves up, they headed back to the house, seeing Granny Smith in the kitchen; already having the spaghetti boiling as she stirred a pot of red sauce. Heading into the living room, Applejack was sitting in one of the chairs, looking up from her magazine as she saw the big stallion and smaller pegasus enter.

“So, how'd it go, you two?” she asked with a grin, closing the magazine and setting it down on the side-table. “Did ya learn a good deal, Fluttershy?”

“Oh, yes...it was nice.” Fluttershy smiled and nodded, blushing lightly. “Big Macintosh here is very skilled...hehe...” she giggled softly, gently nuzzling the stallion's neck.

“Well, glad to hear it! We'll have to have some fun another time, sugarcube.” Applejack added with a wink toward Fluttershy, before getting up from the chair and heading into the kitchen to help set the table.

“Doesn't sound like such a bad idea.” Big Macintosh added with a playful grin toward the pegasus, who blushed a bit more, before smiling and giggling softly.

“Hehe...I'm gonna be sore by the end of this week if this keeps up!” Fluttershy added, leaning her head against Big Macintosh's shoulder.

After she had finished the delicious dinner Granny Smith cooked, she promptly said her goodbyes and left Sweet Apple Acres, remembering that it was time to feed her animals again. As she flew home, she reminisced about the fun time she had with Applejack and Big Macintosh, remembering what he he 'taught' her. “I should be able to last a bit longer if I do what he showed me...” she thought as she approached her house, blinking a bit in surprise as she saw someone outside her door.

As she flew closer, she noticed the bright colors of the pony's mane and tail, instantly recognizing it as Rainbow Dash.

“There you are, Fluttershy!” the rainbow-maned pony spoke as Fluttershy landed in front of her. “Where were ya? I've been looking for you for like, an hour now. Twilight said she wanted you to have this.” she added, holding up an envelope while raising an eyebrow at Fluttershy's dress. “And what's with the dress?”

“Oh, I just uh...went over to Sweet Apple Acres, to visit.” Fluttershy lied, smiling a bit as she took the envelope from Rainbow Dash. “It was...kinda formal, that's why I wore this.”

“The Apple family? Formal? You're kidding.” Rainbow Dash's eyes narrowed a bit. “Since when are they formal at all?”

“Um...it wasn't that formal...I just decided to dress up nice though, just in case.” Fluttershy answered, blushing softly as she kept smiling, trying to sound as convincing as possible.

Rainbow Dash blinked a couple times, but shrugged. “Eh, whatever you say. Anyways, the newest Daring Do book was so awesome!” she replied with a big smile. “That twist near the end was insane! I wanted to go on to the next book, but Twilight said she had to finish studying some spell, something about alter...altera...oh, some magic-shmagic junk.” she continued, grimacing a bit.

“Oh...sounds nice.” Fluttershy nodded, though knowing exactly what Rainbow Dash was talking about; slightly worried that Twilight had mentioned it to her. “I hope she didn't tell Rainbow Dash much...but then again, she said she wouldn't tell anypony...” she thought as she opened her door, turning her head toward Rainbow Dash. “Well, uh...I've got to feed my animals, so...nice seeing you, Rainbow Dash.” she added as she walked in the door.

“Yeah, catch ya later Fluttershy.” Rainbow Dash nodded, watching as the yellow pegasus walked into her home, a light draft coming in through the open door and blowing the back of Fluttershy's dress up, causing her to jump in surprise, quickly turning around to face the door again. With a nervous smile, she quickly shut the door in front of Rainbow Dash. “Did I just see...?” she thought, blinking a bit in surprise, having sworn she saw a sizable sack hanging from Fluttershy's crotch. “Oh boy. Hanging out with Twilight and her magic all day must have gotten to my head...” she thought, shaking her head a bit before taking off into the air.

Meanwhile, Fluttershy sighed softly, assuming Rainbow Dash hadn't seen anything judging from the fact that she left right away. Walking over to the table, she gently opened the envelope, pulling out the letter that was inside and reading it.

Fluttershy,

I haven't found a strong enough spell to remove the alteration enchantment yet, but don't worry, I'm going to search through every book in this library if I have to. Sorry to be keeping you waiting, I did promise Rainbow Dash that I'd read a book with her today. If you have any questions, feel free to ask me.

-Twilight

“Oh, she's working so hard for me...” Fluttershy smiled a bit, setting the letter down on the table. “I'll have to bring her a little gift tomorrow.” she thought as she took off the dress, hanging it back up in her closet. After feeding her animals once more, it was quite dark out; being about 9:30PM.

Laying down on top of her bed now, she sighed contently, quite exhausted from all the 'fun' she had today. “Applejack was right...this is turning out to be a lot of fun.” she thought to herself with a smile as she slid underneath the blankets. "I just hope the princess doesn't catch me playing with anypony..." she continued, resting her head on the pillow, drifting off to sleep in a few minutes.

End Chapter 3!

Coming up next, background pony chapter! I figured that at the rate I'm going now, Fluttershy would have screwed all the main6 by the middle of the week, so why not go outside main6 a bit? :D

Prologue

All characters © Hasbro

CONTAINS: Futashy. (Fluttershy with a dick, if you don't know) If you don't wanna read about Fluttershy with a dick, close the page now.

“Here you are, my dears.” Fluttershy smiled as she laid out a platter of freshly-picked vegetables in front of two small animal houses, containing ferrets and rabbits. “Now you eat it all up, okay?” she added before flapping her wings and taking off toward the next station outside her home: the chicken coop. Taking the large bag of feed, she poured a good amount of it into the bin in the center; all the chickens flocking to it and digging in immediately. “Hehe, hungry I see.” she giggled softly to herself as she left, setting the bag down beside the door.

“Whew...all done.” Fluttershy thought, wiping her brow as she slowly flew back toward her home and entered, sighing contently after closing the door behind her. “Time for a well-deserved nap.” she thought with a soft yawn, heading over to the couch and climbing up onto it before curling up on it, resting her head against the soft cushion and closing her eyes. Moments later, they immediately shot back open again accompanied by the rest of her jumping up with a soft scream of surprise as a few loud knocks came from the front door.

“Oh...oh, just someone here...whew.” she sighed in relief, getting up from the couch and walking over toward the front door. “Who is it...?” she asked as she slowly opened the door, peeking outside to find two royal guards on her doorstep, along with a royal carriage parked on the road leading to the house.

“You are Fluttershy, correct?” the guard on the left asked in a firm voice, looking down at Fluttershy.

“Um, yes...that's me.” the yellow pegasus replied timidly, looking up at the two guards. “What can I help you two with?”

“The princess has requested your presence at your earliest convenience.” The guard on the right answered, sounding much like the other guard, their voices intimidating the little pegasus slightly.

“Oh...the princess? I wonder what she wants...okay, I'll go with you.” Fluttershy nodded, before following the guards out to the cart, both of them getting into the two slots on the front while Fluttershy hopped up into the cart. The two guards immediately took off after Fluttershy secured herself, flying swiftly toward Canterlot even with the weight of the cart they were pulling. In roughly ten minutes they arrived in front of the castle, landing in front of the entrance.

Fluttershy hopped off of the cart, making sure to thank the two guards, though they remained silent. Gently pushing the large castle door open, it was quiet and empty inside the main foyer. “Hm...that's strange, I thought this place would be buzzing with activity.” she thought to herself as she walked the halls, making her way toward the throne room. Approaching the door to it, she gently grasped the golden knocker and lightly knocked three times. “Um...Princess? Are you there?”

“Come in, my loyal subject.” came the answer from behind the door, which slowly opened via magic, startling Fluttershy, as she still had her hoof on the knocker. The timid pegasus walked up toward the throne where Celestia was sitting, smiling a bit.

“You called for me, Princess?” Fluttershy asked quietly, stepping up in front of the throne, her light smile met with the same from the sun princess.

“How nice it is to see you again, dear Fluttershy.” Celestia answered, glancing down at the yellow pegasus with her usual warm smile. “I just wanted to talk with you for a while, my dear.”

“Oh, sure! What did you want to talk about, princess?” Fluttershy smiled more confidently now.

“Well, I think we both know what I want to discuss, Fluttershy.” the sun princess responded, her smile fading quickly into a more stern look, Fluttershy's quickly fading as well, changing to an expression of worry.

“Um...I don't know what you mean, princess.” Fluttershy spoke quietly, trying to think of what Celestia could be talking about, suddenly remembering what happened at her home last weekend, her eyes widening a bit in fear. “She can't...there's no way...she could know?” she thought to herself, feeling her stomach twisting up now.

“Oh Fluttershy, don't lie to me.” Celestia giggled softly, only worrying the timid pegasus further. “Luna, please come out here.” she continued, glancing over toward a door to the right of the throne, opening it with her magic, revealing the moon princess as she entered the throne room as well.

Fluttershy was blushing now as she watched the purple alicorn slowly walk up to Celestia, seeming to be quite nervous as well. “Oh no...this can't be good...” she thought, looking back toward Celestia, who was smiling again.

“Dear sister, you know what we're talking about, don't you?” Celestia asked, keeping her smile while Luna gulped, nodding slowly. “Luna seems to remember...how strange that you've forgotten, Fluttershy.” she continued, looking back toward the yellow pegasus. “I know all about what you and Luna have been doing.”

Fluttershy's face was almost completely red with embarrassment by now. “B-but...how?” she asked quietly, nearly whispering from her nervousness. It was true; Time and time again, Luna had stopped by Fluttershy's house with the intention of having some...rather obscene “fun” with her. The type that involved whips, chains, leather, and a good deal of shouting.

Luna sighed softly, lowering her head. “We're sorry, Fluttershy...we tried to resist, but she is too powerful.” she spoke rather quietly, blushing now as well.

Celestia giggled again, smiling and nodding. “None can resist Celestia's powers of persuasion.” she stated proudly, before turning back toward Fluttershy. “Now, another question, my dear Fluttershy.”

“Y-Yes...?” Fluttershy responded, dreading what question she would be asked next, nearly in tears at this point from fear of what the princess would do to her.

“WHY did you never invite me?” the sun princess demanded, looking back and forth between Fluttershy and her sister. “I never get invited to any sexy parties, and now when my own sister keeps having them, she doesn't care to invite me?” she growled, waving her front legs in the air. “Not even once!”

Fluttershy blinked in confusion, honestly not expecting such a response from the princess, of all ponies. “What...?” she spoke softly, looking up with a confused look on her face.

“Oh come on, just because I'm a princess, I can't have fun with some of my subjects every once in a while? Luna here does it, obviously.” Celestia continued, pointing toward her sister. “I'm always stuck up here in Canterlot with nopony but the royal guards! And they're not fun like you Ponyville ponies.”

“We were...unsure if you would wish to take part in our type of fun, sister.” Luna answered meekly, looking back up toward Celestia. “We did not wish to...how does one say it...'gross you out'” she continued, speaking the last part somewhat awkwardly.

“Luna, please. You've known me for how long?” Celestia shot back, shaking her head. “You know I love kinky stuff like that! Especially the chains!”

“I'm sorry...Princess...” Fluttershy mumbled, still blushing heavily as she looked up at the annoyed sun princess. “I would have invited you...if I knew you liked that sort of thing...”

The sun princess sighed, pressing her hoof to her forehead. “No matter, what's done is done...still, don't expect to get off the hook easily, dear Fluttershy.” she continued, smiling again. “I'm going to make sure you remember to invite me to any future kinky parties with my sister.” she added as her horn started to glow a golden-yellow.

“Sister, please, she did not know of thy love for such things. Give her a...break? Is that how you say it?” Luna urged, pressing her hoof against Celestia's shoulder.

“Hehe, don't expect to get off easily either, dear sister. I can punish you far worse than a normal pony.” Celestia teased with a playful smirk toward Luna, before turning back to Fluttershy. “As for you, my loyal subject...” she continued, horn glowing a bit brighter now. “Your punishment will last one week. Hopefully next time you think of me when you decide to play with my sister.” she spoke, before lowering her head down, moving her glowing horn closer to Fluttershy.

The frightened yellow pegasus shut her eyes tightly, shivering as she awaited her “punishment”. Banishment? Dungeon imprisonment? Dungeon imprisonment in the location of banishing? She had thought so hard about it that she didn't notice the bright flash in front of her, opening her eyes a few moments later to find herself back at her home, tucked into her bed. The sun was nearly set already, leaving it dim outside.

“That's...huh?” Fluttershy thought, not quit understanding what exactly her “punishment” was. “She sent me back home? But what about lasting a week? What about the dungeon or banishment?” she thought, sitting up in her bed. “She must have done something...but what?”she continued, sliding the blankets off of her body. “I mean, she wouldn't say that my punishment would be a week long without changi...” her thought process stopped mid-thought as she glanced down at her body, her pupils shrinking in horror as she saw just what had changed. “N-no...it can't be...” she gasped softly, blushing heavily again at the sight, staring at it in disbelief. “Can magic even...do that??”

Right in the middle of her crotch, right above the two mounds that were her udders, was a pair of hefty balls and a sizable sheath. From what she could see, Celestia had turned her into a hermaphrodite!

“This isn't happening...this is just a dream...” she tried to tell herself, still staring at the new equipment she had been endowed with, slowly backing up against the headboard of her bed. After at least a minute of staring, she slowly reached down toward it, gently pressing her hoof against the sheath and gasping softly as it tingled with pleasure from her touch. “Okay so...it's...not a dream...” she thought with a blush as she gently rubbed the sensitive sheath, only causing her to feel more of the tingly pleasure, stimulating her new endowment contained within. Before she knew it, the head of her light-brown member peeked out of the sheath, only causing her to blush more from a mixture of different emotions; mostly anxiety, embarrassment and of course, pleasure.

She was somewhat worried about her new “equipment”, but at the same time, she couldn't stop rubbing it, and as she kept rubbing, the pleasure, as well as the size of the shaft, continued to grow. “This feels so strange...yet...so good...” she thought, pressing her hoof against the swelling penis, feeling it throb lightly as it stiffened quickly, reaching its full length in a few more moments; standing up at a proud 12 inches. Not as big as a stallion's, but still decently sized for being artificial.

With her hoof gently wrapped around it, she continued to lightly stroke up and down the length, taking in the new pleasurable sensations coming from the gentle rubbing, her cheeks still flushed red from both pleasure and embarrassment. “W-wow...it's...big...” she thought, watching as a bead of pre formed on the slit at the top, before sliding down the length and onto her hoof. She stopped stroking it for a moment, letting it throb against her hoof, feeling the small veins along the length pulse in time with her heartbeat.

Lust was now clouding her thoughts as she watched her new endowment throb against her hoof, her eyes closing partially as well. The idea of having male parts was starting to arouse her now as her lust continued to increase, causing her hoof to continue stroking her endowment up and down once more; Her breathing accelerating slightly as her pleasure continued to climb higher, stroking her member faster as well, watching as more warm pre oozed from the slit and wet her hoof.

“Nnh...oh yes...” she quietly moaned as she felt a pressure building up within her loins in response to the quickened stroking, her orgasm building up quickly. She slumped back slightly against the headboard and pillow as she continued stroking rapidly, ending up laying on her back on the pillow after a few more moments. Chest rising and falling from her heavy panting, her cheeks blushed again as she felt the pressure increasing along with her pleasure, signaling her orgasm closing in on her.

After a couple more moments of vigorous stroking, Fluttershy finally felt her pleasure peaking, closing her eyes tightly and moaning blissfully as her orgasm hit. She bucked her hips upward a bit as her shaft swelled slightly thicker, standing straight up and shooting thick globs of steamy seed, going up into the air and splashing down all over the her body. Her orgasm seemed to affect both of her 'parts' though; her pink slit releasing a small stream of her carnal juices onto the bed below, leaving a sizable wet spot.

The feeling of the steamy, sticky goo soaking into her coat and mane only made her blush harder; her orgasm putting out quite a bit more than she was expecting, leaving streaks of the sticky stuff all over her belly and face, as well as the bed and pillow. “Oh...my...” she quietly thought out loud as she panted softly, basking in the afterglow of her first orgasm with her new endowment. Opening her eyes again, she looked down at her spent member, her hoof still gently wrapped around it as it throbbed, a string of the sticky fluid oozing from the slit and onto her coat.

Now that she wasn't so focused on her new endowment, her worries from before came flooding back into her mind, causing her to to panic slightly. What would her friends think? What would Ponyville think? If word got out that she was a hermaphrodite, even temporarily, she'd never hear the end of it.

“One week...how am I going to hide this for a week?” she thought, sitting up again while her member slowly softened again. “I can't just stay in here forever...I have to feed my animals! And Rarity will come looking for me if I don't show up to our weekly get-together...” her thoughts continued, only making her panic more. As she thought about it though, an idea came to her.

“I got this from magic so...Twilight should know how to help me. She knows everything about magic!” Fluttershy thought, relieving her panic a bit as she found a solution. She looked down at the mess she had made on the bed, as well as all over herself, slightly amazed at just how much she was able to put out. “But I'll have to clean up first...” she giggled softly to herself, hopping out of her bed and glancing over at the clock on the wall, reading “7:21PM”.

Fluttershy shortly prepared a bath for herself and made sure to clean herself extra thoroughly, getting all of the sticky goop out of her mane and coat, as well as using a powerful-scented shampoo to completely rid herself of the stench. After she was done bathing, drying off and lightly styling her hair back to the way it always is, she headed out toward Twilight's library; the sun now completely set, and the moon and stars now high in the sky. “I hope Twilight can fix this...” she thought with slight nervousness as she flew, glad that it was nighttime, so nopony on the ground would be able to see her in her current state.

End of prologue. Next chapter: Futashy and Twilight! (Well, duh.)