Loss of Innocence

Chapters

Winged Embrace
Sweet Delights
Sow the Seeds
Four Fillies, One Mare
A Spoon full of Sugar
Diamonds are a Mare's Best Friend
Something's never Change or Maybe it Can
Higher Education
Special Lessons
Pink on Pink
The Apple doesn't fall far from the Tree
Ten Seconds Flat
He's my Coltfriend
Loss of Innocence
Why would anypony write this?
An Apple a Day
Deep Tissue Massage

Winged Embrace

Scootaloo lay napping on Fluttershy's bed; the soft blanket wrapped around the young pegasus while the comfy pillow cradled her small head. Sleeping like a baby, Scootaloo didn't even wake up to the sound of Fluttershy casually walking into her room. Locking the door behind her, Fluttershy made her way to the open window, looking out them to see if any pony was nearby...there was nopony around. Quietly closing the window and closing the curtains, Fluttershy glanced at the sleeping Scootaloo, a faint grin smeared Flutyershy's face. The opportunity was almost too perfect, this was the kind of moment Fluttershy has fantasized about.

"Scootaloo?" Fluttershy kindly whispered, using her hoof to slightly nudge the sleeping filly. "Scootaloo?"

Making cute groans and small stretches, Scootaloo slowly opened her eyes."Flutter..shy?"

Fluttershy's heart almost skipped a beat, Scootaloo was SSSOOOOOO adorable, Fluttershy couldn't help herself. Quickly but gently closing the distance between them, Fluttershy's soft lips pressed against Scootaloo's. Although she tried to put up some form of resistance, Scootaloo quickly found this kiss was too much for her. Scootaloo's heart was beating faster, she felt a slight tightness in her stomach and the area between her thighs was getting a little moist.

"Fluttershy? Why are you doing this?" Scootaloo asked as Fluttershy moved her mouth away.

"Shhh...Shhh...Shhh..." Fluttershy said, placing her hoof on Scootaloo's mouth, slowly moving it down her body. "Don't worry Scootaloo, you'll feel better soon."

Scootaloo offered no resistance as Fluttershy slowly leaned Scootaloo onto her back, Fluttershy's body hovering over her. Fluttershy slowly began giving little kisses along Scootaloo's soft neck, while her hoof was slowly moving down Scootaloo's body.

"But what about Apple Bloom and Sweetie Belle?" Scootaloo tried to say louder but her voice was faint.

"Don't worry." Fluttershy responded, now slowly licking Scootaloo's cheek. "I told them you needed some rest so they will be coming back tomorrow."

Surprisingly to Scootaloo, that put her mind a little at ease. This feeling was all new to her, Scootaloo has never had anypony touch her or make her feel the way is she. Fluttershy's wet tongue was gentle but everywhere it touch sent a small shock through Scootaloo's body. By this point, Fluttershy's hoof was now slowly rubbing Scootaloo's inner thigh and was getting closer and closer to the moist spot.

"No...Fluttershy..." Scootaloo adorably moaned in pleasure. "Not there..."

"Don't worry Scootaloo.." Fluttershy replied, now nibbling on Scootaloo's ear. "It's going to feel better soon."

Scootaloo's heart was racing, but not as fast as Fluttershy's. For years Fluttershy had to release her "urges" through her own means; with her own hooves....and toys....but now a young, innocent filly was in her grasp. Fluttershy was going to tease and enjoy every moment of this. A little harder and faster, Fluttershy rubbed her hoof against Scootaloo's clit. Scootaloo couldn't help but let out more and more little moans, she was enjoying this new found pleasure.

"Flutt..ershy...*Ahhhhh....this isn't right.....*moan...." Scootaloo moaned.

Fluttershy's mouth kissed Scootaloo's again, their tongues hugged and embraced each other. "Then maybe I should stop, tell me you want me to stop." Fluttershy remove her hoof from Scootaloo's pussy, she did nothing else, only leaned over Scootaloo.

Scootaloo was now feeling frigidity, she wanted to feel that pleasurable feeling. Her legs started to rub against themselves, trying to get that feeling again, but it didn't work. She was sweating, her tongue was slowly coming out of her panting mouth, a bright red blush smeared her young face, it was almost like Scootaloo was in heat.

"Oh.." Fluttershy teased, moving her face close to Scootaloo but not touching it. "Didn't you want me to stop? Why is your face getting so red?"

"Please...." Scootaloo was losing herself. "I want it...."

"What was that?" Fluttershy continued to tease. "I couldn't hear you. Speak up."

"I want it I want it I want it!!!" Scootaloo said as loud as she could, which wasn't that loud.

Fluttershy's lips pressed hard against Scootaloo's, but this time it was Scootaloo who put her tongue in Fluttershy's mouth.

"Good girl." Fluttershy said, looking deep into Scootaloo's eyes. "I should give you a reward for your honesty."

Fluttershy slowly glided her head down Scootaloo's body, gently kissing and licking her stomach as she made her way to Scootaloo's now rather soaked pussy. Using her, surprisingly skilled, tongue Fluttershy licked and teased Scootaloo's little pussy. Scootaloo's body felt a shock and a shiver, that shot through her delicate body, in a instance her body felt numb and sensitive. Fluttershy noticed this reaction and with a blush and a faint smile, she continued working her tongue.

Slowly moving her tongue up and down the pussy lips, her teeth gently nibbling the clit. Every so often , while her lips were kissing the pussy lips, Fluttershy even pushed her tongue inside the pussy. Scootaloo's love juice slowly dripped out from the feeling.

"Flutter...shy....It feels funny down..-" Scootaloo could finish what she was saying. There a slight tightening feeling in her stomach and pussy. Her muscles were tightening.

"Let it all out Scootaloo..." Fluttershy said, nibbling on the clit and now rubbing the pussy with her hoof at a faster and faster pace.

Scootaloo couldn't hold it in much longer. "Fluttershy.....I'm about to.....AhhhAAAAAAAAAHHHHHHHHH...."

Scootaloo's orgasm sent shocks of pleasure throughout her body, love juices gushed out of her trembling pussy. Fluttershy lapped up the juice as if it were a good cider.

'Hmmmm!' Fluttershy thought with a giggle. 'Tastes like honeydew!'

Moving her face away from Scootaloo's drowning pussy, Fluttershy moved up to Scootaloo's face.

"How was your first orgasm?" Fluttershy teased. Scootaloo said nothing, only forced her lips against Fluttershy's, their tongues dance and a little drool came from their mouths.

Scootaloo got a good taste of her love juices, it was better than anything she's ever tasted. She wanted more of it, but Fluttershy had other plans. Moving her face away, Fluttershy adjusted herself where she was practically sitting on Scootaloo's face.

"Now it's time you make me feel good." Fluttershy seductively teased. "Do you want to keep going?"

Scootaloo looked at Fluttershy's pussy. It was so wet, it sparkled, she could feel the heat it produced and its smell was intoxicating. Scootaloo could almost drown in this feeling. Her face was now more red that orange, her breathing became heavy panting, her own pussy was getting wet, she was almost about to cum again just from the smell and felling of Fluttershy's pussy being so close.Her little body was trembling.

Scootaloo slowly opened her little, wet mouth; her tongue stuck out, as if she was about to eat. "Yes! I want it!

Author's Note

Okay...........Okay I am....wow...I am amazed and slightly "What the Hell"'ed.I mean when I first came up with this story, i never thought it would be as popular as it is now. Within the first two days, I've had practically record views and favorites and by Day: Four, those numbers almost doubled. How did you people find this? Do you search for Fluttershy sex stories?

But I digress...........

This story will only consist of Fluttershy going after the Cutie Mark Crusaders(Yes that also includes Babes Seed, only because she is technically a Crusader)

If there are any other fillies you'd like to see Fluttershy have her way with, leave a comment or whatever...........but it HAS to be a filly you recommend, if not, then it kinda ruins the idea of this Foal-Con Fluttershy. If you have any other suggestions, let me know.

Thank you

Sweet Delights

It was high noon at Fluttershy's little cottage. Fluttershy was sipping some tea with an adorable Sweetie Belle. There were no animals or cute little critters running about the house, the day was warm and relaxing. Like one of those days you'd expect would lest forever. Between sips, Fluttershy glanced at Sweetie Belle. After her experience with Scootaloo, Fluttershy decided she wanted to try out Sweetie Bell and Apple Bloom. But she couldn't straight up approach the other Crusaders with her intentions known, it would scare them away. No, for this little plan to work, Fluttershy was going to have to use more underhanded tactics. She felt no guilt, Fluttershy planed to make it up to the fillies, but in her own way.

"So." Sweetie Belle said, trying to diffuse the silence. "You said you had something to show me something that could help me with my cutie mark."

"Cutie Mark? Oh yes Sweetie." Fluttershy recovered her composure. "Yes, I think I may have something that could help you and the others with your cutie marks."

"But why did you just call me over?" Sweetie asked, taking another sip of her tea through a bendy straw.

"Oh I was going to ask all of you. " Fluttershy explained. "But Apple Bloom is busy with farm work and I couldn't find Scootaloo."

"Oh I see." Sweetie replied, but suddenly, she felt strange. "*yawn....Why am I getting so sleepy?"

"Oh maybe you've had a long day." Fluttershy responded. "Would you like to sleep on my bed?"

"Sure...." Sweetie Belle responded, slipping from consciousness, knocking her tea cup to the floor.

Fluttershy took another sip of tea and let out a satisfying sigh of relief. Putting her cup down, Fluttershy lifted the tablecloth to reveal Scootaloo passionately licking Fluttershy's gushing pussy.

"Good girl." Fluttershy said, moving herself away from Scootaloo. "You didn't stop, not even once."

Scootaloo looked back at Fluttershy, her expression was different from before; her eyes were slightly faded, as if she had no sense of resistance, her muzzle was covered with wet and drying juices from her time eating out Fluttershy, and her tongue hung from her mouth in anticipation.

"So can I please have it?" Scootaloo begged.

"I guess you earned it." Fluttershy giggled.

Fluttershy leaned towards Scootaloo, giving her a passionate kiss, both their tongues hugged and cuddled outside of their mouths, Scootaloo's eyes rolled to the back of her head, her body trembled and then settled from her orgasm.

"Now bring Sweetie Belle up to my room, while I clean up." Fluttershy intrusted.

"Yes Mistress." Scootaloo agreed, grabbing onto Sweetie, dragging her out of the room.

A Couple Hours Later

The room was dark, the curtains and door was closed. The only source of light were a few lit candles. On her back, laying on Fluttershy's bed in the center of the dark room was Sweetie Belle. Still asleep from the tea, Sweetie was defenseless. At the end of the bed, staring at the sleeping unicorn filly was Scootaloo, with her little wings tucked in and a little leash and chain connected to it. Using her little hooves, Scootaloo spread Sweetie's legs, revealing her tiny filly pussy. A look of anticipation in her eyes, Scootaloo started to slowly lick the small pussy lips, periodically giving it a kiss.

"Couldn't start without me?" Fluttershy tease, coming out of the darkness, placing her hoof on Scootaloo's head.

"I'm sorry Mistress." Scootaloo replied, not turning her head towards Fluttershy. "It was so tempting, I couldn't resist."

Fluttershy had a stern look in her eye, like a mother seeing their child not following instructions. "Looks like a little discipline is in order." Using her hoof, Fluttershy gently pushed Scootaloo's muzzle onto Sweetie Belle's pussy, Scootaloo's mouth now giving it a passionate,deep tongue kiss, pushing her tongue in and out of the pussy.

This sensation caused Sweetie Belle to stir and slowly awaken. Finding any part of her below her neck too numb to move, Sweetie looked down her body.

"WAHHH WHAT......WHHAT ARE YOU DOING?" Sweetie shouted, with a faint moan under her breath.

"Tasting your wet pussy." Scootaloo replied, Fluttershy allowing her to lift her head. "It's so salty and yummy."

"Please Scootaloo....stop this." Sweetie groaned and moaned. Body may of been numb but every lick and kiss Scootaloo gave her pussy sent shocks up her young body.

"But you seem to be enjoying it." Fluttershy said, coming out of the darkness, right behind Scootaloo.

"Flutt...ershy...?" Sweetie barely mumbled.

"Ohh I'm sorry Sweetie." Fluttershy apologized. "Maybe I added a little too much aphrodisiac in your tea."

"Buuutt....hhooow aree...youu?" Sweetie was slowly loosing the ability to talk, Scootaloo may not have a cutie mark,but she knew how to lick a pussy.

Fluttershy didn't answer with her words, she leaned into Sweetie, locking their lips in a tight, deep kiss. Fluttershy almost forcing her skilled tongue down Sweetie's throat. The sensation, especially with her sensitive body, caused Sweetie to not just orgasm but practically squirt her juices all over Scootaloo's eager muzzle and waiting mouth. Swallowing some of Sweetie's juices, Scootaloo lifted her head.

"How is it Scootaloo?" Fluttershy asked, gently rubbing Scootaloo's head.

"It's so sweet yet salty.....oh Celestia there's so much...." Scootaloo responded, taking in another gulp.

Sharing an open kiss, Fluttershy shared a taste of Sweetie's cum. "She's quite the gusher." Fluttershy,giggle, swallowing the juices.

Scootaloo immediately dropped to her knees, her body now trembling. "Please Mistress."

"Oh you want what?" Fluttershy replied, gently bending Scootaloo over the bed. Between Scootaloo's legs, leaking a few drops of juices was what appeared to be something moving inside her little pussy. "Oh...you want me to take it out?"

"Yes..yes oh please yes." Scootaloo responded, her little hooves leaning against the bed, facing Sweetie's pussy.

The slightest touch of Fluttershy's hoof against the dildo cause Scootaloo's body to twitch and shake in pleasure.

"Please Please take it out.....Let me cum!" Scootaloo begged, dripping more juices on the floor.

Fluttershy immediately pushed the dildo a bit deeper inside Scootaloo, slightly turning and twisting it inside her. "Did my pet just tell me what to do?"

"I'm sorry, I'm sorry Please forgive me!" Scootaloo begged and moan in like a mare in heat. She was on the brink of cumming but couldn't.

"You know just how to moisten me up." Fluttershy replied. "How could I say no to those begging eyes?"

Fluttershy quickly and roughly pulled the dildo out of Scootaloo with a loud popping noise. This wasn't some small dildo, it was relatively average for a pony of Fluttershy's size but for a filly such as Scootaloo, it felt much larger. The sudden feeling cause Scootaloo to cum buckets of juices, her gaping pussy spewed juices all over the floor, forming a small puddle under Scootaloo.

"Taste as sweet as honeydew." Fluttershy said taking a lick of the dildo, but then looked at Sweetie Bell. "Oh I'm sorry Sweetie, looks like we were ignoring you. How about we help you feel good."

Sweetie was getting the feeling back into her body, but she didn't feel the desire to get up. A tingling feeling surged between her legs and a tightness formed in her stomach. She tried to fidget her little legs to scratch an itch developing between her legs, that reached deep inside her........it wasn't working, it only added to the feeling. Eying the large dildo, Sweetie's pussy began to get wetter and wetter. Her mind couldn't help but wonder what it would feel like to have that inside her.

"Oh would you like this?" Fluttershy asked Sweetie, noticing how she was eying it. "All you have to do is ask."

Sweetie remained silent, trying not to even look at it, but she couldn't. The itch was becoming to great and she knew she wouldn't be able to reach it with her hooves. Her white face was turning a bright red, her mouth slowly watering, her begging eyes glowed and sparkled.

"Hmmmmm" Fluttershy decided to tease Sweetie some more. "Maybe you don't want it, I guess I'll put it-"

"NOOO I want it!" Sweetie shouted as best as she could.

"I'm sorry." Fluttershy replied, bringing her ear close to Sweetie's mouth. "I couldn't hear you."

"I want it!" Sweetie begged and moaned. "Please shove that huge shaft in my tight pussy, I can't take it anymore, I'm so close to cumming. Please put it in me, I want to cum!!!"

Pointing the head of the dildo towards Sweetie's eager pussy lips, she was satisfied with that answer.

"Good girl." Fluttershy said, slowly sliding the dildo inside the loudly moaning Sweetie Bell. Fluttershy looked at the moaning Sweetie Bell along with the panting and exhausted Scootaloo. "Two down, One to go."

Sow the Seeds

The train pulled into the Ponyville Station to a screeching, steamed halt. As the steam blew away, there on the station, jumping with anticipation was an over eager Apple Bloom. Next to her was her older sister, Applejack.

"Oh is this it? Is she here?" Apple Bloom asked in anticipation.

"Now Apple Bloom." Applejack said, trying to calm her sister down. "You've waited a couple months for your cousin, you can wait a few more minutes."

"But Applejack." Apple Bloom whined. "It's been like forever since I've seen Babs. She's my favorite cousin."

Before Applejack could answer, the train traveling ponies started getting off the train, out of the train came a little tan earth filly with a pink mane. It was Applejack's and Apple Bloom's cousin, Babs Seed.

"Babs!" Apple Bloom ran to Babs. "How have you been? How's Manehattan?"

"Oh it was pretty good." Babs responded, giving Apple Bloom a greeting hug. "I missed you too Apple Bloom." Without Applejack noticing, Babs gave Apple Bloom's little flank a nice squeeze. "Definitely missed you."

Back at Sweet Apple Acres, Apple Bloom helped Babs get settled into her room. Babs was quick to lock the door behind her, leaving Apple Bloom alone with her.

"So Apple Bloom." Babs said, slowly walking towards Apple Bloom. Her hooves were almost around Apple Bloom's body. "How's my favorite cousin?"

Apple Bloom almost shivered at the slightest touch of Babs' hoof. "I've been good, I've even learned some new tricks."

"Oh?" Babs responded, laying on her bed. "Show me."

Apple Bloom made her way to her cousin and at first only stared at Babs little, somewhat wet pussy. But it didn't last long, Apple Bloom was about muzzle deep in Babs' wet pussy.

"Ohhh...AAhhh...Right there.." Babs moaned. "You've gotten better..."

"I wanted to get better for you." Apple Bloom said, licking up and down Babs' pussy.

"Now how about we get to the real fun." Babs said, shooing Apple Bloom away. "Now lean on the bed."

Apple Bloom followed through and leaned against the bed, her pussy all too eager for Babs. Slowly rubbing her hoof up and down Apple Bloom's dripping pussy. Babs let out a small smirk.

"You seem very eager." Babs smugly said. "Unlike last time." Babs then slowly started to move her hoof inside Apple Bloom's pussy.

Letting out some moans of pleasure, Apple Bloom turned her head towards Babs. "Because I want it! I want your hoof in me again!"

"Good mare." Babs said, shoving her hoof almost elbow deep inside Apple Bloom, who had to bite the pillow in front of her. She didn't bite the pillow because it hurt, but quite the opposite, the feeling was so good that she couldn't hold in her moans so she had to muffle it.

"Feels goo does it?!" Babs teased Apple Bloom, pushing and pulling her arm in and out of Apple Bloom at a faster pace. Apple Bloom's tongue was sticking out and she was panting in pleasure.

"Come on Apple Bloom." Babs teased. "If you don't answer, I might stop."

"NO DON'T STOP!" Apple Bloom begged. "I want it, I want her hoof deep inside my tight, wet pussy."

"Good pet, I love the sound of your moans." Babs was getting wet off her cousin's moans and begging.

"Oh it looks like fun." Said a voice from behind Babs, who almost jumped from the surprise. "May I join?"

Before Babs could turn around, she let out a moan of pleasure from the feeling of something long and hard quickly forcing its way in her pussy.

"AHHHHHHH OH CELESTIA!" Babs moaned loudly. "Who...are.."

"Oh it's nopony important." Replied the pony, who turned out to be Fluttershy with her large strap-on "balls deep" inside Babs and bucking her at a fast pace. "But the mare who's gonna have to teach you what happens when you touch one of my girls."

"Who...are.." Babs tried to asked but every time she opened her mouth, Fluttershy thrusted deeper and harder inside her.

"The name is Fluttershy." Fluttershy responded with a grin. "But for you, after this, you'll be calling me 'Mistress'."

Babs wanted to resist but she could barely think clearly, let alone resist. All she managed to do was forcefully pull her arm out of Apple Bloom's gaping pussy.

"Apple Bloom?" Fluttershy asked. "This is the filly you told me about? The one who toke your virginity?"

Apple Bloom slowly was able to lift herself up on the bed. But non-the-less was able to nod her head.

"So how about we have our fun with her." Fluttershy suggested, tossing another strap-on towards Apple Bloom. "She clearly isn't a virgin, look at how easily I can slide this cock in and out of her wet pussy."

Apple Bloom quickly put the strap-on on and faced its head towards Babs.

"What..are you gonna do..with....aaahhahhh ohhhh....that?" Babs asked between moans of pleasure.

"Apple Bloom told me you weren't gentle when you took her virginity." Fluttershy responded, propping Babs' pussy towards Apple Bloom. "So I believe my pet deserves to let out her tension."

"Wait...you're not gonna?!" Babs protested but had no power to stop Fluttershy. "But it won't fit!"

"That's what I said to you." Apple Bloom said, rubbing her dick on Babs' stuffed pussy. "But don't worry." Apple Bloom was now quoting what Babs told her, as she slowly inched her strap-on inside Babs. "'It will feel better in a moment!'" Apple Bloom rammed the cock deep inside Babs's pussy.

"AAAAAAAAHHHHHHHHHHHHHHH!!!!!" Babs screamed in orgasm; ponies in Manehattan might of heard her scream. But her screams soon became loud moans of pain and pleasure.

"She feels so tight." Fluttershy moaned, the sound of Babs' moans was getting her wet, her pussy was practically drooling juices.

"This feels soo good!" Apple Bloom was just as wet as Fluttershy, the look on Babs' moaning face was adorable. Babs looked as though she was in heat, her face was fed with blush and her little voice echoed in moans.

Apple Bloom couldn't hold back and give Babs a deep, tongue kiss, a small stream of drool pouring down their mouths. The sensation of two cocks in her pussy at once and Apple Bloom's kiss was enough for Babs to let out the biggest orgasm she's ever experienced. Her juices practically sprayed out of her, leaving a large puddle of sticky cum on the floor. Both Fluttershy and Apple Bloom both pulled their strap-ons out of Babs' gaping, pouring pussy. Unable to hold herself up, Babs fell to the floor, unconscious and twitching.

"Well she was more fragile than I thought." Fluttershy said with a gleeful expression. "How about we contin-"

But before Fluttershy could finish, she saw Apple Bloom laying across the bed, with her little flank towards Fluttershy. Fluttershy didn't need to say anything else. She merely bucked her strap-on deep inside the moaning Apple Bloom.

Looking back at, the still twitching, Babs Seed, Fluttershy couldn't help but say to herself. "The more the merrier."

Four Fillies, One Mare

Everything was as Fluttershy dreamed it would be.

Looking around her room, she saw the adorable, little Cutie Mark Crusaders; Apple Bloom, Scootaloo and Sweetie Belle all either licking one another's pussy or shoving dildos into each other. It was truly the kind of moment Fluttershy hoped would last forever.

"Wouldn't you agree Babs?" Fluttershy asked aloud, taking another sip of tea.

Laying on her hooves, under Fluttershy, more accurately being used as a stool, was Babs Seed. Babs, who passed out too quickly from her last moment with Fluttershy, was brought to Fluttershy's house and well, Babs wasn't too happy. According to Apple Bloom, her "favorite" cousin had a habit of doing basically the same thing Fluttershy has been doing. And like Fluttershy, Babs usually had her own choice in targets; any filly that made fun of her for not having a cutie mark, Apple Bloom was the only exception. Babs was usually the aggressor in a relationship, never the one dominated.

So Fluttershy, being an aggressor herself, felt Babs needed to be "punished" for touching one of Fluttershy's girls. Her "punishment" was to be used as Fluttershy's sitting stool,along with a large "U" shaped dildo, one end going in Bab's pussy while the other was in her ass. Every few minutes, if Babs started getting frigidity, Fluttershy would give that "U" dildo a nice push and pull inside the, faintly, moaning Babs. And finally, to insure that Babs wouldn't go shouting her head off, Fluttershy gagged her with a new ball gag she go in the mail.

"Oh don't give me that angwy look." Fluttershy teased the panting, yet somewhat angry Babs under her. "You'll see things my way soon enough." Fluttershy began to shove the "U" dildo in and out of Babs' ass and pussy at a faster pace, to the muffled moans Babs was making.

Babs' resistance, although could be commendable, was now slightly annoying Fluttershy. She waited a long time to make sure tonight went as she planned and now she was losing patience.

"Oh girls?" Fluttershy called the crusaders over, getting off Babs. "Babs is still so upset, why don't you all help her feel better."

The girls agreed, removing their mouths from each other. Slowly making their way towards Babs, all three fillies brandishing their strap-ons. Sweetie Belle quickly pulled out the "U" dildo, which made a loud popping noise. Apple Bloom removed Babs' ball gag.

"APPLE BLOOM!" Babs shouted. "WHY ARE YOU DOING THIS?"

Apple Bloom, not even fazed by the shouts, forced her mouth against Babs'. Babs almost gagged as she felt Apple Bloom's tongue almost push its way down her throat.

"I'm doing this because I love you." A blushing Apple Bloom responded, now gently rubbing the head of the strap-on on Babs's lips.

Babs couldn't respond, what Apple Bloom said just stunned her. Babs thought back to all the horrible, sexual things she did to a begging or in some cases, crying Apple Bloom. This feeling almost brought Babs to tears.

"I love you too." Babs responded, taking hold of the strap-on with her mouth.

Scootaloo and Sweetie Belle took this as their opportunity to make their move. Scootaloo, tucking in her little wings, slid under Babs and positioned the end of her strap-on towards Babs' gaping pussy. Sweetie Belle placed her hooves on Babs' little flank and positioned her strap-on at Bab's gaping ass. Almost at once, both Scootaloo and Sweetie Belle shoved their strap-ons deep inside Babs' pussy and ass,the sound of her muffled and gagged moans.

While the Cutie Mark Crusaders were busy gang-banging Babs Seed, Fluttershy was busy as well. In front of Fluttershy was a mail order box, labeled "The Mare Destroyer". Taking a rather large dildo, much larger than the ones the fillies were using, in her hoof, Fluttershy slowly wedged it into her soaking pussy. After fitting the large dildo deep inside her pussy, Fluttershy took another dildo, which was thinner than the last but was still long, licking it to get it nice and wet, she moved it into her tight ass.connecting the two dildos inside her, by means of a U-shaped metal pin, Fluttershy felt a cold shiver move through her body.

As Fluttershy continued fitting herself for her "plan", the fillies were reaching their limits. The strap-on the crusaders were wearing were slightly different from the ones they normally would use. As the other end of the strap-ons were moving in and out of Babs' body, the ends that were deep inside each filly would slowly vibrate and kiss each of their wombs.

"I'm so close." Apple Bloom panted.

"Me too." Sweetie Belle responded.

"Here it comes." Scootaloo moaned.

"AAAAAAAAAAHHHHHH!!!" The three fillies came, spraying juices all over the floor and over the cumming Babs.

There was a small silence as the fillies pulled their strap-ons out of Babs which made a few more popping noises.

"Oh girls? Are you all done already?" Fluttershy asked, looking towards the panting fillies.

"We might be Mistress." Scootaloo barely responded, slightly twitching.

"Oh that's too bad." Fluttershy responded, slowly strutting her way towards the fillies. "Because I just finished putting this on."

Attached to the two dildos inside Fluttershy's pussy and ass was a four-pronged strap-on, each shaft had different textures. There was a yellow one with small bumps, a white one with rigid groves, an orange one with smaller dildos coiling around it and finally a tan one that spiraled in the shape of a spring.

"So are you still too tired?" Fluttershy asked, showing off her new toy.

The little eyes of the three crusaders sparkled with desire, they were tired but the desire to feel those shafts deep inside them overcame their fatigue. All three of them turned their back to Fluttershy and raised their little flanks towards Fluttershy's toy, all of their pussies were dripping wet with anticipation.

"What about you Babs?" Fluttershy asked, in a teasing tone. "If you really want to go then you can.I won't force you to stay."

Babs looked up at Fluttershy, then towards the door,then to the other fillies shaking their flanks in anticipation, then back to Fluttershy and finally back to the fillies. Getting up, Babs turned her back to Fluttershy, standing besides the other fillies.

"No...........I want it!" Babs begged, shaking her little wet flank towards Fluttershy's toy.

"Good girl." Fluttershy responded, positioning the shafts slowing going inside the fillies, to the sound of their shared moans.

"AHHHHH....OOHHHHAA......AHHHAHAHHAHAHAAAAAAAAA...." All four fillies moaned as Fluttershy began picking up the pace.

"Does it feel good my little ponies?" Fluttershy teased bucking her hips in and out of the fillies' dripping pussies.

Non of the fillies could respond, the pleasure was too much.

"Well then." Fluttershy said. "You're all going to love this." Fluttershy pushed a small button at the bottom of the dildo inside her pussy. Suddenly, each of the four dildos attached slowly began to spin and vibrate, causing the fillies to drop to their knees, repeatedly cumming from the pleasure.

It was mere minutes, yet it felt like an eternity before Fluttershy decided to pull her toy out of the fillies. The sound of popping was soon followed by the sound of spraying and gushing juices which poured from the fillies wide open pussies. Fluttershy, after removing her toy from her body, sat down and started to slowly flip through a picture book. Inside the book were pictures of various fillies that lived in Ponyville.

Laying back, lost in thought, Fluttershy couldn't help but wonder to herself as she look towards the panting, twitching and cum soaked fillies. "I wonder who should be next?"

A Spoon full of Sugar

It has been a few weeks since Fluttershy conquered not only the Cutie Mark Crusaders but Apple Bloom's cousin Babs Seed. Babs has long since gone back home and Fluttershy has still enjoyed her time with the Cutie Mark Crusaders. This major success has inspired Fluttershy to stop living in denial about who she really was. She was going to live free of her fear and embrace her love of Foalcon. But she would first need to tell her friends. Although it pained her that she was going to tell her friends, she knew that she would never be "free" until she told the truth. This caused great stress on her mind, so Fluttershy needed something to distract her, or at least relax her.

"I'll call my adorable pets!' Fluttershy said aloud to herself with glee.

With a quick stroke of a quill, Fluttershy wrote a little letter for her fillies.

Fluttershy then handed the letter to a pigeon. "Ronald, please give that to Scootaloo." The pigeon nodded and flew off.

It was only a few hours before Scootaloo, Sweetie Belle and Apple Bloom came through Fluttershy's door, but this time they had a guest. Standing with the Cutie Mark Crusaders was a dark grey earth filly with a lighter grey mane, which was in a braid. She had fancy looking blue glasses and a pearl necklace with a silver spoon cutie mark on her little flank. The sight of this filly almost gave Fluttershy a lady boner.

"So why am I here?" The grey filly asked in a rather rude tone. "I have a hooficure appointment with Diamond Tiara and I don't want to be late."

"Don't worry Silver." Responded Apple Bloom.

"Yeah. Fluttershy said she needed some help." Replied Sweetie Belle. "And we need your help."

'They said i needed help?' Fluttershy thought. 'Such a cute lie.'

Silver Spoon walked into the room. "So what would Fluttershy need from you bla-" Before she could finish her sentence, she was out cold. An innocent looking Scootaloo stood behind her, with a large stick in her mouth.

"Good girls." Fluttershy praised her girls.

"Well you asked us to bring a filly and we just happened across her." Scootaloo replied with an innocent grin.

"That and she has a cute flank." Apple Bloom stated, facing Silver's little rear towards Fluttershy.

"So do we get our reward?!" Sweetie asked with a glee.

"Of course." Fluttershy replied, walking towards her room. "Bring our new friend and come with me."

The Crusaders quickly lifted Silver Spoon and carried her to Fluttershy's room. Inside her room, Fluttershy posed herself on her bed in a exposed manner. Every fillies' eye glittered with delight.

"You three have been so good." Fluttershy cooed, shaking her flank to the girls. "I think you all deserve treat. Today, you'll get to buck me."

In a flash, the Crusaders had their strap-ons on and almost flew to the bed, ready for action. It was mere moments before Scootaloo shoved her dildo deep inside Fluttershy's gushing pussy with one hard thrust.

"AAAAAAAHHHHHHHHHHH.............MMMMMHHHHHHHMMMMMM!!!!!" Fluttershy moaned loudly. "RIGHT THERE!.......MMMHHHHHMMM RIGHT THERE!!"

Fluttershy's whole body shivered in excitement. She's usually been the one fucking, but it felt even better to be fucked.

"Sweetie Belle." Fluttershy moaned, using her hooves to spread her flank. "RIGHT HERE! RIGHT IN HERE!"

Sweetie Belle wasted no time, slowly moving her dildo in, Fluttershy's body shivered again, but she wanted to feel better.

"Just shove it inside me!" Fluttershy shouted, slowly pushing her ass on the shaft.

Sweetie complied and shoved the shaft deep up Fluttershy's ass. Fluttershy was now moaning more passionately.

"I can.....feel you both....deep..inside me....." Fluttershy moaned as if she was in heat. "They're both...rubbing each other....deep inside me..."

Apple Bloom stepped forward to Fluttershy's face, rubbing the head of her strap-on on Fluttershy's soft cheek.

"Don't forget about me." Apple Bloom teased.

Fluttershy went on to gently lick and stroke Apple Bloom's shaft. Each time the dildo went inside Fluttershy's mouth, she would push it deep inside Apple Bloom's pussy.

"Keep going Fluttershy." Apple Bloom moaned, taking Fluttershy by the head and deep-throating her with her strap-on.

It wasn't too long before Apple Bloom let out a small orgasm. Pulling out the strap-on, a small line of drool connected the shaft to Fluttershy's blushing mouth.

"Why did you stop?" Fluttershy cooed.

"I didn't want our 'friend' to feel left out." Apple Bloom teased, eying the still knocked out Silver Spoon.

Fluttershy's eyes glistened with delight. "Okay." She replied, deeply kissing Apple Bloom. "Since you seem so eager, I'll let you have her first."

"Thanks Fluttershy!" Apple Bloom kissed back in excitement.

Apple Bloom quickly made her way to Silver Spoon, still laying all innocently.

"Ohh of all the things I can do to this tender flank." Apple Bloom was excited. If she had a penis, it would be rock hard. "Better get started."

Apple Bloom laid Silver on her back, spreading her legs, exposing her cute little pink pussy.

"Yummy." Apple Bloom said to herself, licking her lips in anticipation.

Slowly moving her eager tongue down between Silver's legs, Apple Bloom slowly licked Silver's pussy. It wasn't wet but it had a unique flavor. It was sweet with a hint of sour, only enough to give it a small kick. The taste was amazing and the faint smell of sweet and sour drowned Apple Bloom's senses. Surprisingly, Silver's body didn't even react to Apple Bloom's licking. So she tried sticking her tongue deeper inside the marehood. The flavor was stronger, it was orgasmic, Apple Bloom could eat this marehood all day and never get tired. This action, however was causing the sleeping Silver Spoon to stir from the sensation.

"Huuhhh...wha...??" Silver adorably woke up. Her eyes immediately widened at the sight of Apple Bloom. "WHAT THE BUCK ARE YOU DOING!!!!?????"

Apple Bloom raised her head and, when she and Silver's eyes met, moved in and deep kissed her, almost chokcing Silver with her tongue.

"I'm making you feel good." Apple Bloom responded.

Silver Spoon, who's body was losing strength because the previous kiss, struggled to look across the room. Her eyes widened again at the sight of Fluttershy being double teamed but Sweetie Belle and Scootaloo. Before Silver could say anything else, Apple Bloom knocked her back on her back, the head of the strap-on rubbing on Silver's wet pussy.

"Wait! What are you doing?" Silver begged Apple Bloom to stop.

"This is for all those 'Blank Flank' insults." Apple Bloom said, and with one thrust, forced the large shaft inside Silver Spoon.

Silver Spoon let out a loud scream of pain, but it died down soon enough.

"Please stop." Silver begged, tears in her eyes. "I'll stop the 'Blank Flank' comments, I'll never insult any of you again, but please stop."

"But how could I stop." Apple Bloom teased, she was enjoying this dominant position. "But this pussy is so.....wait a minute, this pussy is getting so loose. You must of lost your virginity already."

"No no no...." Silver was crying some more. "It's not like that... I'm not like that...."

"Who was it!" Apple Bloom said, pumping her dildo rougher and deeper inside Silver's quivering pussy.

"It was Diamond Tiara..." Silver begged. "She didn't want me to stay a virgin if she was...so...so...she raped me."

Apple Bloom, feeling sorry for Silver, I mean, Apple Bloom herself was raped by Babs Seed, so Apple Bloom could empathize. Apple Bloom leaned in and gave Silver another kiss.

"It's okay." Apple Bloom said. "I know what it feels like. We won't judge you. We love you."

Silver kissed back, still couldn't stop the tears. "You mean it? You don't think I'm some slut?"

"Of course not." Apple Bloom responded. "We think you're beautiful."

That response, not only made Silver's pussy quiver but let out a messy orgasm of her glistening love juices. A small puddle forming under Silver and Apple Bloom.

"I never would of guessed at she had it so rough." Fluttershy said, walking towards Apple Bloom.

"I know. It makes me feel sad." Apple Bloom responded, looking at Silver Spoon, who fell asleep from her orgasm. "What about Sweetie and Scootaloo?"

Fluttershy gestured towards a sleeping Sweetie Belle and Scootaloo. "They did such a good job, I decided to let them sleep."

"So what should we do now?" Apple Bloom asked.

"Well I think you should get some rest." Fluttershy kindly responded. "Then all five of us can take a nice bubble bath and maybe go another round."

Apple Bloom's eyes burst with joy, giving Fluttershy a hug, Apple Bloom responded. "Thanks Fluttershy, you're the best."

"Thank you Apple Bloom." Fluttershy gently hugged back. "Now go get some rest, I'll take care of Silver Spoon."

Apple Bloom ran off towards the other two crusaders, leaving Fluttershy alone with the adorably sleeping Silver Spoon. Despite her earlier attitude, Silver was sleeping like a baby, maybe letting out what was troubling her helped.

Now that Fluttershy was adding to her list of fillies with benefits, she spoke quietly to herself. "I want to meet this Diamond Tiara now."

Diamonds are a Mare's Best Friend

The soapy suds of the bubbly bath was warm and comforting. The bathroom, roughly the size of hot spring, was surprisingly large for only one pony. Laying among the soapy wonderland was Fluttershy, around her smooth body was a cuddly Apple Bloom and Sweetie. At the end of the tub/spring was Scootaloo and Silver, tongue deep in each other.

"Scootaloo.." Silver moaned sweetly. "Right there, yeah, that's the right spot."

"You're so sweet." Scootaloo cooed, sticking her tongue deeper in Silver's warm pussy. "You taste so good, I never would of guessed."

"You two look like you're having fun." Fluttershy remarked, then nudged Sweetie Belle. "Why don't you join them."

Sweetie Belle giggly nodded and made her way to the others. Slowly, Sweetie moved her tongue up Silver's sensitive body. Silver, letting out coos and moans with each stroke of Sweetie's and Scootaloo's tongue was too much, she was at her limit.

"I'm gonna..I'm gonna.." Silver moaned.

"Just let it out." Scootaloo cutely begged.

Unable to hold it in, Silver came a rather adorably trickle of her juices into Scootaloo's waiting mouth. Playing around with it in her mouth, Scootaloo wanted to savor this taste.

"No fair Scootaloo." Sweetie said, forcing her open mouth on Scootaloo's. "I wanted a taste."

Sweetie had a taste of Silver's juices. "It tastes sooo good." Sweetie moaned in pleasure, the taste of Silver Spoon almost made her orgasm. "Have a taste Silver." Sweetie pressed her lips against Silver's making her have a drink of her own juices.

"It tastes soo sweet." Silver said with a wobbly smile. Her little body was shivering with delight.

"Are you three having fun?" Fluttershy mumbled, her face was muzzle deep in Apple Bloom's apple tasting marehood.

"Yess!" All three of them said in excitement.

"How about we try something new." Fluttershy suggested, finishing off Apple Bloom's orgasm.

"Ohh?" All four fillies asked.

Beckoning the fillies over with her hoof, the four fillies came to Fluttershy.

"Whisper..Whisper...Whisper.." Fluttershy whispered in their ears.

Almost immediately, all four of them almost came just from hearing this plan.

"But will it work?" Silver asked, composing herself.

"Oh it will." Fluttershy kindly smiled. "Just do what I said and everything will work out."

"Okay." The four fillies almost saluted.

After the bubble bath, the fillies and Fluttershy dried off and let the fillies go home.

The next morning, Fluttershy awoke with a smile on her face. Wasting no time, Fluttershy went out to pay a visit to her friend Pinkie Pie. Fluttershy made quick work to Sugarcube Corners. Entering the shop, Fluttershy looked to see if the coast was clear. Seeing that it was Fluttershy called out.

"Pinkie? Pinkie?" Fluttershy loudly whispered.

"HIYA!" Shouted a voice from behind Fluttershy, causing her to jump from fright.

Looking down from the ceiling, a jittery Fluttershy saw the wide smile of the pink and pink poofy maned, earth pony, Pinkie Pie.

"Fluttershy?" Pinkie asked with a giggle. "What are you doing up there?"

"Oh hey Pinkie." Fluttershy said, falling and making a cute *THUD. "Do you have what I ordered?" Fluttershy asked, composing herself.

"Oh yeah!" Pinkie smiled, then jumping behind the counter. In moments, Pinkie was back with a very large frosting gun. "Here you go, one 'Extra Large' Strap-on."

"Thank you Pinkie." Fluttershy thanked. "You won't believe how much I needed this."

"No problem." Pinkie said with a kinder smile.

."I'm sorry I'm always troubling you to buy these for me." Fluttershy apologized.

"It's okay." Pinkie smiled, but more of a grin then anything. "The pony that runs the shop knows me, so she doesn't ask questions."

'So is Pinkie a regular there?' Fluttershy thought to herself.

"But I do have one question." Pinkie said, holding up the item. Looking it over, the strap part was fairly average, but the shaft itself was easily the same length of the above average stallion but was almost more than twice the thickness. "Why did you want one this big?"

"Well huh...uh...um...well..." Fluttershy stuttered with a blush of adorable embarrassment.

"Shhh...it's okay." Pinkie said, gently pressing her hoof on Fluttershy's lips. "I understand. I was just teasing silly."

"Thank you Pinkie." Fluttershy said, but then realized the time. "Well, I better go."

"Okay." Pinkie responded, giving Fluttershy a good-bye hug. "See you around."

"Yeah." Fluttershy replied, giving Pinkie's flank a subtle squeeze. "See you around."

As Fluttershy headed home, Pinkie Pie couldn't help but wonder. "Did she just grab my flank?" She asked, looking at her rear. "Nah...I don't think Fluttershy is into mares."

Fluttershy made doubly sure that nopony saw her, as she made her way quickly and quietly back to her house. When she finally arrived at the house, Fluttershy opened the door:

"Welcome Home Fluttershy!" Greeted a Apple Bloom, Scootaloo and Sweetie Belle.

"Hello girls." Fluttershy smiled, seems her plan was working so far, the girls have shown up on time. "Where are the others?"

"Oh well ya see." Apple Bloom tried to explain.

"When Silver brought Diamond." Scootaloo interjected. "She was loud and obnoxious."

"So we shut her up." Sweetie innocently smiled.

"Yeah it was awesome!" Scootaloo said with excitement.

"Sweetie here gave Diamond the shocker." Apple Bloom made a terrible pun. "I didn't even know Sweetie could use her magic like that."

"Neither did I but it worked." Scootaloo praised Sweetie Belle, who was blushing.

"So where is Silver Spoon?" Fluttershy asked again.

"Oh, well after Diamond passed out." Apple Bloom further explained. "Silver brought her up to the bedroom."

"Yeah, that was almost an hour ago." Sweetie said.

"Oh ho." Fluttershy said with a raised eyebrow. "Maybe we should look in on them."

In Fluttershy's room, laying across the bed, hooves tied to the bed stumps, was a a little pink earth filly, with a cute violet and white mane. Moving her tongue up and down this filly's body was Silver Spoon. For almost an hour, Silver has been staring up and down Diamond Tiara's body.

"Enjoying yourself?" Fluttershy asked, walking into the room.

Silver Spoon turned and slowly walked towards Fluttershy. Without skipping a beat, Fluttershy took one of her front hooves and quickly rubbed the outside of Silver's wet pussy. In moments, Silver trembled and bent over on the floor in orgasm.

"Still so sensitive I see." Fluttershy teased.

"You made me this way Fluttershy." Silver replied, now rubbing her little hooves against her pussy, trying to cum again. "You made me a pervert."

"No." Fluttershy replied, giving Silver a deep kiss. "I made you honest about who you are."

Silver kissed back with a single tear of joy roll down her cheek.

"Now how should we do this?" Fluttershy asked.

"What about the other three?" Silver asked, looking at the eager crusaders.

"Oh don't worry." Fluttershy replied with a smile. "The girls and myself are not going to do anything. We are going to watch you have your way with Diamond."

"Uhh?" Every filly in the room said at once.

"Silver dear." Fluttershy explained. "I felt you were so hurt by this filly that you should be the first one to have her."

Every filly thought it over for a minute and reached the same conclusion...'She has a point.'

Fluttershy, Apple Bloom, Sweetie Belle and Scootaloo all cuddled up against a small couch in the side of the room, watching Silver get prepared. As per Silver's request, Fluttershy handed her the 'Extra Large' Strap-on she got from Pinkie Pie earlier that day.

"Wow!" Each filly said in amazement. As much as they would love to feel such a thick rod deep inside them, they all knew who it would be used for. In a few minutes, Silver attached her new toy and subtly pressed her hoof against Diamond Tiara.

"Diamond...oh Diamond?" Silver sensually asked.

"mmmmmhhh?" Diamond began to stir, she slowly opened her eyes to the feeling of something large press against her precious mare parts. "Silver Spoon? What are you doing?"

"Revenge!" Silver replied with an interestingly yet sinister smile.

Diamond quickly opened her eyes and saw the situation she was in, struggle all she could, she couldn't move her hooves. Looking down at the large rod ready to go inside her, Diamond started to panic.

"WHAT ARE YOU DOING!!!!?" Diamond shouted.

"Like I told you Diamond." Silver said calmly, but then shouted. "REVENGE!!!" In one hard thrust, Silver plunged that massive shaft deep inside Diamond's virgin pussy.

"OOOOWWWW......AAAAHHHHH...!!!!" Diamond shouted in pain. "PLEASE STOP IT!"

"Stop it?...Stop it?..STOP IT!!!!" Silver shouted at Diamond. "THAT'S WHAT I TOLD YOU , BUT YOU KEPT THRUSTING, YOU KEPT RAPING ME!!!" Silver pulled the strap-on almost out only to shove it back in and out, in and out of Diamond's widening marehood.

"I'm sorry...I'm sorry.." Diamond pathetically begged, several tears down her face.

Silver used her tongue to lick up Diamond's tears. This not only excited her but she felt so alive. To be in control was an amazing feeling. Silver wanted more.

"Why don't you say hi to our friends." Silver suggested.

"..Fri..ends..?" Diamond stuttered, slowly losing consciousness from the pain. Her eyes reopened in horror and humiliation when she saw the Cutie Mark Crusaders, not only watching Diamond getting raped, but were even getting off on it, rubbing their hooves and tongues against each others wet pussies.

"Stop it!" Diamond was now humiliated. "Don't look at me!"

Silver kept thrusting and thrusting, enjoying every moment of it. Diamond, however after her humiliation and even the now fading pain of having a large rod inside her was making her gaping pussy quiver. She vert a tightness and almost a cramp in her stomach.

"Please Stop." Diamond begged again. "I'm gonna...I'm gonna.."

Silver cut Diamond off but locking her tongue against Diamond's. "Just cum like a good little whore."

Without anymore control, Diamond let out a loud moan and made a thrust of her own. After her body settled, and Silver pulled out the large shaft, her pussy juices flowed like a river. Silver had got her revenge and satisfaction, and te crusaders had a new fetish...Voyeur.

Sitting in a blind spot of the room, next to the Crusaders, but out of Diamond's field of vision was Fluttershy, her hooves drenched in her juices. Looking at her soaked hooves and staring at the now passed out Diamond Tiara, Fluttershy said to herself. "I can't wait for my turn."

Something's never Change or Maybe it Can

It's been one week since Diamond Tiara's little "punishment" and the Crusaders have been lucky on two parts: the first being that Diamond has told no one of what happened, the second being that she has been avoiding the Crusaders.

"Have you notice Diamond's been like avoiding us?" Scootaloo whispered to her friends in class.

"Yeah but isn't that a good thing?" Apple Bloom replied.

"Yes and no." Scootaloo said back. "Silver isn't the only filly that wanted to get back at Diamond."

"Agreed." Sweetie replied. "I really wanted to take that tight mare."

"Girls!" Cheerilee softly shouted. "We are in class right now. You three can talk after class."

"Yes Ms. Cheerilee." The three fillies replied.

Smiling, Cheerilee turned around and got back to teaching.

"Hey Apple Bloom?" Sweetie quietly asked.

"What is it Sweetie?" Apple Bloom replied.

"Have you ever noticed how good looking Ms. Cheerilee's flank looks?" Sweetie asked.

Apple Bloom blushed a little then, turning her head slightly, looking at Cheerilee's flank.

"You're right Sweetie." Apple Bloom responded.

"Girls!" Cheerilee kindly shouted. "If you keep disrupting class, I'll have to contact your parents."

"We'll be good." The fillies responded in unison.

The remainder of class went on very slow, very boring.

"That's it. Class is over for today." Cheerilee said. "Now, it seems that both Silver Spoon and Diamond Tiara have been absent for a few days, so I need somepony to bring their homework over."

Almost instantly, the Crusaders raised their hooves at once. "We'll do it!"

"Oh Okay girls." Cheerilee smiled, handing over a small stack of papers to the Crusaders.

The three fillies rushed out of the classroom and headed down to Tiara's house. Diamond Tiara's house was a somewhat sizable mansion. It wasn't as elaborate as once would assume but it was easily twice the size of the average home in Ponyville.

"Well let's knock on the door." Scootaloo said, taking her hoof and knocking on the door.

It was a few minutes before an gray amber colored Earth stallion with a dark gray mane, money bag cutie mark and somewhat fancy and expensive suit.

"Oh hello Mr. Rich." Apple Bloom greeted politely.

"Oh hello girls." Filthy Rich responded, surprised to see the fillies. "Is there something you wanted?"

"Well Ms. Cheerilee said that Diamond and Silver were missing class." Sweetie responded.

"So we agreed to bring her missed homework." Scootaloo added on.

"Oh come right in." Rich responded.

The interior of the house was far more spacious that you'd think, but there were no maids or servants, like you'd expect in some rich pony's home.

"Tiara's room is up the stairs, then down the hall to the left." Rich instructed. "Thank you for bringing her homework, my little Tiara has been feeling under the weather."

"Oh well that's bad." Apple Bloom responded.

"Yes, Silver Spoon is already here trying to help Tiara feel better." Rich said to the fillies as they were making their way up the stairs. "Oh and there was one more thing I wanted to say."

"Yes?" The fillies said nervously.

"Thank you." Rich said.

"What?" The fillies said confused.

"A week ago, my daughter came to me...and apologized." Rich continued. "She said she was sorry for being selfish and spoiled."

"But why are you thanking us?" Scootaloo asked.

"Because she said after she hung out with your three, she had so much fun and didn't know how to express it, so she started apologizing.......So thank you...whatever you did with my daughter, it made her so much better and I would like you to keep doing it."

The girls almost broke out laughing. If Filthy Rich knew that practically raping Diamond Tiara made her better pony, what would he think of that?

"It's no problem." Apple Bloom responded.

"I'm just happy that Tiara has finally made more friends." Rich smiled and walked away.

The girls hurried up the stairs, ran down the hall until they reached the most pink door you've ever seen.

Scootaloo knocked on the door.

"Who is it?" Silver answered.

"It's us." Sweetie answered.

There was a short silence, then the door slowly opened. Silver Spoon's little head popped out of the doorway and looked back and forth. Seeing that there was no one other than the three fillies, Silver quickly locked lips with Sweetie Belle.

"Oh Sweetie I missed your sweet lips." Silver cooed.

"Oh hi Silver." Scootaloo and Apple Bloom responded, giving Silver a hug.

Silver moved her mouth from Sweetie and kissed both Scootaloo and Apple Bloom.

"What are you three doing here?" Silver asked.

"We were told to bring the homework you and Diamond were missing." Scootaloo responded.

"Oh yeah." Silver giggled. "Tiara and I have been missing a couple school days haven't we."

"What have you been doing for all these days?" Apple Bloom asked.

"Come in and find out." Silver smiled, opening the door more so the fillies could get in.

The inside of the room was wall to wall plush dolls of random animals and ponies. The wall colors were a mixture of pink, purple and white. The bed was large enough to fit over three ponies and was covered in large blankets and soft pillows. But it was what was on the bed that opened the fillies' eyes. Laying on her her bed was Diamond Tiara, she was laying on her back with a blindfold over her eyes and a ball gag in her mouth. She wasn't shackled or tied to the bed posts and her pussy was gaping wide and gushing juices.

"Shhhh...Don't make a noise." Silver hushed. "Watch this."

The fillies made their way across the room, careful not to trip on the still wet dildos that Silver was playing with.

"Hey Diamond." Silver teased. "How are you feeling?"

"Mmmmmmhhhhhhmmmmmmm" Diamond mumbled.

"What was that?" Silver continued teasing, almost shoving her entire hoof inside Diamond's pussy. "What were you saying?"

"MMMHHHHMMMM!!!!" Diamond moaned louder, her body twitching and almost thrashing about from the pleasure.

"That's a naughty girl!" Silver was really enjoying herself. "Maybe I should just stop."

Diamond started shaking her head, she didn't want Silver to stop.

"You want me to keep going?" Silver asked.

Diamond nodded her head.

"You want my hoof deep inside you?" Silver teased some more, slowly pushing her hoof deeper inside Diamond.

"MMMMHHHMMM!!!!" Diamond moaned and nodded.

"Then take it!" Silver said, shoving her entire arm deep inside Diamond's gaping pussy.

Diamond's moans were loud, even with the gag in her mouth. Silver gestured Sweetie Belle to come over.

"Are you gonna cum soon Tiara?" Silver asked, pulling our her arm only to shove it back in. "How about we give a nice smile to our audience."

Sweetie ripped off the blindfold to see Diamond's eye, adjusting to the light. But upon seeing Sweetie, she began to panic.

"MMMHHHHMMMMMMHHHMMM!!!!!" Diamond, we can only assume protested. But then she looked over and saw Scootaloo and Apple Bloom staring intensely at her.

"She's getting close Sweetie." Silver suggested. "Why don't you give her a nice kiss."

Sweetie removed the ball gag.

"WHAT ARE YOU DOING HERE YOU-" Diamond shouted but was cut off by Sweetie shutting her up with a nice wet tongue kiss. "MMMMMMMMMMHHHHMMMM!!!!!" The sensation was too much for Diamond to handle, she let out a final loud moan and came all over Silver's hoof and arm.

"You're quite the gusher now Diamond." Silver giggled. "Such a pervert, cumming whenever somepony watches you being bucked."

"Yes!" Diamond gave up, her mouth removed from Sweetie's. "I'm a dirty mare that like others to see me cum!"

"Such an honest girl deserves a reward." Silver said, gesturing at Apple Bloom and Scootaloo.

Apple Bloom and Scootaloo hurried over to Diamond and started to slowly lick and kiss her sensitive body.

"What are you...ohhh...aahhhhh.." Diamond was too weak to fight back and too sensitive to argue anymore.

It was only an hour later that Diamond finally passed out from repeated orgasms. Leaving only the Crusaders and Silver in the room, giggling and laughing with each other.

"So does this mean we won't be bullied no more?" Apple Bloom asked.

"Well yes and no." Silver shook her head. "I don't think Diamond will completely stop but see seems to like being dominated in bed."

"So even if she calls us names, we can just buck her later that day?" Sweetie smiled.

"Pretty much." Silver smiled back, giving Sweetie a kiss on the cheek. "But I also want to feel your kisses again."

"Wow." Scootaloo replied. "I never knew Diamond was such a pervert."

"Well after a few days of no stop fun." Silver responded. "Anypony would become addicted and crave more."

"So that's what you've been doing for the past few days?" Sweetie asked.

"Pretty much." Silver responded. "How about we head to Fluttershy's and continue there."

"That sounds fun." Apple Bloom said.

"Yeah, I was getting excited just watching you hoof Diamond." Scootaloo replied.

After waiting for Tiara to wake up, the Crusaders left and made their way to Fluttershy's house.

"Hey Fluttershy." The Crusaders called out.

"Hello girls." Fluttershy smiled. "Are you all feeling frisky?"

"Oh yeah." Scootaloo answered for all of them.

"Don't forget about us." Silver Spoon said as she made her way into the room. Both her and Diamond Tiara were pushing a large present into the room. "Tiara and I wanted to give you a gift Fluttershy."

"Is this true Tiara?" Fluttershy asked, eager to see what was inside.

"Y-yes." Tiara shyly replied. "I realized that maybe it would be fun to be friends with these blank fla- I mean fillies."

"Good girl." Fluttershy responded, giving Tiara a little kiss on the cheek. "Now what did you bring?"

Silver and Diamond pulled the ribbon, which upon opening the box, revealed a cerise colored Earth mare, with a lovely rose pink mane and three smiling flowers as her cutie mark. Her eyes were covered in a blindfold and she had a ball gag in her mouth, her legs were bound and she appeared confused and a little scared.

Fluttershy leaned in towards the mare's ear. "Hello Ms. Cheerilee."

Author's Note

I'm sorry if this wasn't as graphic or sexy as the previous chapters, but this was more so to answer questions from the last chapter.
Also, I'm taking the suggestion from one of the comments I've seen and left an obvious clue who the next target is.
And if you're wondering how frequent I'll bang out these chapters, it's dependent on my free time.

Higher Education

*SMACK*...........*SMACK*...........*SMACK*

The room was spacious but dimly lit, the only sounds were a smacking noise, followed by muffled moans. The the center of the room was Ms. Cheerilee, laying on her stomach, on a wooden horse. Her eyes were still covered by a blindfold, her drooling mouth still had a ball gag, and her hooves were tied to the wooden horse. Behind her was Fluttershy; she had a Dominatrix Mask across her gleaming eyes. In her mouth was a studded paddle, a large one at that. With a jerk of her head, Fluttershy delivered another hard smack on Cheerilee's tender, sore, and red rear.

"Uh Fluttershy?" Scootaloo asked. "Don't you think you're getting too into it?"

"Oh my....you're right.." Fluttershy put the paddle down. "I'm sorry Cheerilee. I guess I went over board." Fluttershy walked over to the front of Cheerilee. "Could you ever forgive me?"

"mmmmhhmmmm" Was all the exhausted Cheerilee could say in response.

"What's that?" Fluttershy put her ear near Cheerilee's mouth. "You want me to keep going?"

"mmmhhhmmm" Cheerilee moaned, it was impossible to determine if that was a yes or no.

"Such a naughty mare." Fluttershy said, kissing Cheerilee on the cheek. "I've been spanking you for the last five hours and you want more."

Fluttershy then walked over to a small night stand with a small pile of various dildos, whips, and paddles.

"Scootaloo?" Fluttershy called.

"Yes Mistress?" Scootaloo responded, getting turned on by her teacher being violated like this.

"I want you to give this to Cheerilee." Fluttershy handed Scootaloo a strap-on. But this strap-on was a different design.

"Okay!" Scootaloo excitedly ran over to Cheerilee and took the ball gag from her mouth.

A small trail of drool hung from her open mouth. Before Cheerilee could say anything, Scootaloo strapped the strap-on to Cheerilee's mouth.

"She's all ready for you!" Scootaloo said with glee.

"Very good Scootaloo." Fluttershy responded. Beckoning Scootaloo over, Fluttershy gave her a wet kiss and handed a crop to her.

"Really! I can do it too?!" Scootaloo was like a filly at Hearth's Warming Day.

"Oh course." Fluttershy smiled, as she made her way to the front of Cheerilee.

Slowly, Fluttershy licked and stroked the strap-on with her silky tongue. Licking the tip and slowly moving down the shaft with her wet mouth.

"I think that's nice and wet." Fluttershy giggled.

Rearing herself against the head of the shaft, Fluttershy slowly wedged the head into her wet pussy.

"Ohhh...Uhhh...MMHHMM..." Fluttershy moaned. "It's been so long since I felt such a big rod inside me...my pussy is so wet and tight."

Taking that as the cue, Scootaloo took the crop in mouth and smacked Cheerilee's flank with it.

"MMHHHMMM!!" Cheerilee moaned, jerking her head forward, driving the rod deep inside Fluttershy's eager pussy.

"AAAHHHH!!!!" Fluttershy moaned in heat. "Keep going Scootaloo, whip her harder!"

Scootaloo was ecstatic and started whipping harder and faster. Causing Cheerilee to moan and jerk her head, which made the shaft ravage Fluttershy's pussy. The sound of Cheerilee's flank being whipped and the sweet echo of Fluttershy's passionate moans was making Scootaloo even wetter. The feeling of being whipped felt great but being the one who does the whipping was even better, a small pool of juices was slowly forming under Scootaloo. If the two mares in front of her didn't cum soon, then she just might.

"Scootaloo I have an idea." Fluttershy said, removing herself from the strap-on before she was ready to cum. "Why don't you give Cheerilee's face a try."

Scootaloo almost came just from the idea, almost leaping onto the wet shaft.

"Wait Scootaloo." Fluttershy said before Scootaloo sat on it. "I want you to lick it."

Scootaloo was hesitant but her face began to become redder. The idea of licking the thing that was just deep inside Fluttershy, oh her pussy was leaking more and more, she could almost slip on it. Slowly taking her tongue at the tip, Scootaloo moved her mouth up and down the shaft, taking in every taste of it. When it was licked clean, Scootaloo slowly eased the head into her pussy.

"AAAAAHHHHHHHH!!!" Scootaloo moaned loudly.

Fluttershy, amused by watching Scootaloo lick the rod, grew bored and smacked Cheerilee's read with her raw hoof. The reaction Cheerilee made shoved the rod deep inside Scootaloo's pussy. But sadly it didn't last too long, the force of the rod moving inside was the last straw, Scootaloo came and she came hard. Her body fell over limp and on conscious, while her cum went down the shaft into Cheerilee's forced open mouth.

"Well that wasn't too surprising." Fluttershy remarked, moving Scootaloo away and to a large, soft cushion that lay in a corner of the room. "So Cheerilee?" Fluttershy cooed, removing the strap-on from Cheerilee's mouth. "How was that?"

Cheerilee gagged for a few minutes but said nothing.

"Oh I see." Fluttershy replied. "Maybe we should have a look at your eyes."

Removing the blindfold, Cheerilee's eyes took a few second to adjust, but the look she gave Fluttershy.........Holy Celestia with a thirteen inch strap-on...........Cheerilee's eyes with sparkling with pleasure, they gave a lustful stare up and down Fluttershy's face. Her face was red and her breathing became heavy. You could even hear the trickling sound of her juices coming down the wooden horse.

"It seems you liked it." Fluttershy giggled.

"..Liked...it??..." Cheerilee barely replied.

"What was that?" Fluttershy teased.

"I want more!!!!!!!!!!" Cheerilee shouted, her body struggling as if she was still unsatisfied. "I'm so close to cumming but I havn't yet! It felt so good, please punish me more...Punish this bitch in heat!!!!!!!!!!!"

'Holy Shit!' Fluttershy thought to herself. 'I heard she was wild in her younger years but this is ridiculous.'

Then Fluttershy decided to untie Cheerilee and even got a chance to really look her over as she reared her wet flank at Fluttershy.

"Please punish me more. Do it..Do it now!" Cheerilee begged and moaned.

Not wanting to dissatisfy her. Fluttershy grabbed the closest strap-on she could and quickly put it on.

"Where do you want it?" Fluttershy teased, rubbing the head up and down Cheerilee's pussy lips.

"In here!" Cheerilee bent over as far as she could, waving her ass right to the head of Fluttershy's "cock". "I want you deep in my ass, please buck my ass as hard as you can."

This has got to be the best day of her life. Fluttershy never imagined Cheerilee was this perverted. But that didn't matter; without question or restraint, Fluttershy rammed her "cock" into Cheerilee's tight and dry ass. The scream of pleasure Cheerilee let out was like music to Fluttershy.

'I think I'm becoming a Sadist.' Fluttershy thought to herself as she bucked Cheerilee harder and harder.

"Right there!!! Don't stop!!! Pound my ass!!! Buck this dirty bitch's asshole!!!" Cheerilee was really getting into this.

Despite it being a strap-on, Fluttershy could feel Cheerilee starting to tighten up.

"So you're gonna cum soon?" Fluttershy teased, slapping Cheerilee's slutty flank.

"Yes!" Cheerilee moaned loudly.

"Are you gonna cum from having your ass pumped?" Fluttershy teased, slapping Cheerilee's flank more and more.

"Cum for me...Squeal like a bitch in heat from having your tight ass pounded from behind!!!" Fluttershy shouted, shoving the rod farther and farther in.

"YYYYYEEEEEESSSSSSSSS!!!!!!!!!!!!!!" Cheerilee let out a final shout and cum streamed out of her pussy.

Fluttershy yanked the rod out of Cheerilee and looked over her newest sex-mare. But there was something different about Cheerilee, that separated her from the fillies. Cheerilee got back up, only minutes after cumming and reared herself at Fluttershy again.

"That was amazing." Cheerilee cooed. "You wanna buck me some more....I got this big, hot ass just begging for your 'cock'!!!"

Fluttershy looked at Cheerilee's lustful, begging eyes. In a flash she positioned her shaft back at Cheerilee's gaping asshole.

"BEST...DAY...EVER....." Fluttershy whispered to herself as she shoved the rod back inside Cheerilee's ass.

Special Lessons

"And that is it for today's lesson." Cheerilee joyfully said to her happy class.

The class burst with sounds of happiness and joy, today's lesson was especially boring.

"Oh and before I forget." Cheerilee instructed. "Sweetie Belle and Button Mash. I need you two to stay after class."

"Aww." Both Sweetie and Button Mash said in disappointment.

Nopony could see the small twinkles of curiosity and subtle excitement in the Cheerilee's eyes. After everypony left the room, the only ones were Cheerilee and her little foals.

"Now then my little ponies." Cheerilee smiled. "I'm gonna need your help cleaning the classroom."

"We had to stay after class for that?" Button protested. "I could be playing games right now." Then he looked at the cute Sweetie Belle smiling as she stared to put textbooks away. 'Maybe it's not so bad.'

"Now my little ponies." Cheerilee announced to the two. "I have to run out on an errand. Can I trust you two to keep cleaning?"

"We will." Both ponies replied.

The cleaning wasn't so bad; Button was pushing desks across the room but it was what Sweetie was doing that caught Button's attention. Sweetie was in charge of picking up trash and although there wasn't much trash, Button got a look of her little flank everytime she bent over.

'Did Sweetie's flank always looked that good?' Button thought to himself.

His glances didn't escape Sweetie Belle. She saw that he was checking her out. Normally, Sweetie would confront or say something. But after her time with Fluttershy, Sweetie learned to appreciate her body. She thought the idea of anypony, especially a colt like Button Mash, was nice....almost a turn on. She wanted to tease him a little.

"Hey Button?" Sweetie asked.

"Y-yes?" Button replied with a nervous stutter.

"I can't reach this trash here." Sweetie said, squeezing between two cramped desks, showing off her rear. "Can you give me a push?"

Button gulped the frog in his throat, he knew the only place he could push was against Sweetie's rear.

"Uh...Sure..." Button eventually said.

Slowly walking over to Sweetie Belle. Giving her rear a good look, Button tried to figure out how to do this.

'He's so cute when he's nervous.' Sweetie thought to herself. 'Maybe I should help him out.'

Sweetie slowly started shake her hips, it was a subtle movement, but one that was making little Button very nervous.

'Is she shaking her hips.....on purpose??' Button thought to himself but then shook the idea away. 'No..there's no way Sweetie would ever do that. I'm just imagining things.'

Button lifted his hooves and gently placed them on Sweetie's rear.

"aahhhooohhhhh." Sweetie quietly moaned.

"Ahh...I'm sorry!!" Button panicked, moving his hooves away.

Sweetie could almost laugh at how bashful Button was. Maybe she should push his buttons a little more.

"It's okay Button." Sweetie replied. "I was able to get that last piece of trash. But I think I'm stuck." Sweetie shook her cute little flank a bit more, making it appear that she was stuck. "Could you pull me out?"

"Uh..umm..." Button knew that only thing he could grab was her flank. ".....alright...."

Button wanted to do this quickly. So he took a firmer grip of Sweetie's flank and tried to pull her out.

"Ohh...Button..." Sweetie was able to muffle that moan. The first one was a fake to mess with Button, but this one was real.

Sweetie didn't know why but Button had a pretty good grip and somehow, by chance, knew which part of Sweetie's flank excited her. Maybe Button wasn't as inexperienced as she thought? She had to know more.

"Just a little more Button." Sweetie said in a sensual voice. "You're almost there."

Those choice of words...and with that voice...and on top of that, gripping and pulling on her flank...Button was starting to feel a bit of a growing sensation near his crotch. It started over a month ago, but since then Button has felt this almost every time he looked at a mare, even Ms. Cheerilee made him feel all funny; but nothing him feel this sensation more so than Sweetie Belle. He's had a crush on her for quite some time, but was too shy to confess or worse yet afraid to get rejected. Taking a firm grip of the rear, Button quickly yanked Sweetie out of her stuck spot, but he pulled a bit too hard. Flinging Sweetie with him and loosing balance, Button fell onto his back with Sweetie landing on top.

"Wow!" Sweetie said with shook and awe.

Button opened his eyes and saw something he thought he'd never see. By some form of fate, Sweetie's tiny flank ended up on to of Button, staring him in the face. He could see the cute slit that was her delicate looking pussy. Sweetie had a better surprise, staring her in the face was Button's half limp dick. It may of been at half mast but it was still impressive. Maybe the size of the average colt's. But after Button got a look of Sweetie's slit, it hit full mast instantly.

"Wow!" Sweetie was almost drooling over it. "It's almost as big as my arm."

"I'm sorry Sweetie Belle." Button apologized. He has kinda been embarrassed about his "size" because he didn't know what the average size was and assumed his was too small. "I didn't mean to-"

Before he could finish his sentence, Sweetie practically shoved her flank against his muzzle, muffling him out.

"Shhhh Button." Sweetie said licking her lips, staring at the meat rod that lay before her. "I won't tell anypony if you keep quiet about this."

Button couldn't believe what just happened. Just as Sweetie ended her statement, she began to slowly flick her tongue on the head of the rod before her. The sudden sensation was amazing. Button never felt this way. But Sweetie wasn't done yet. Slowly moving her tongue up and down, Sweetie gently stroked the shaft with her tongue, using her little hooves to caress Button's balls.

"Sweetie..." Button moaned. "It feels...it feels...."

"It's okay Button..." Sweetie said, slowly siding her flank up and down Button's muzzle.

Sweetie was so amazed, she could handle any of Fluttershy's toys like it was nopony's business. But there was something different about holding the real thing in her hooves, to take in it's taste with her skilled tongue. Button could smell something sweet. It was a new smell he never smelled before, it made him want to taste it. Button, thinking he knew what to do, stuck out his tongue and gave Sweetie's slit a gentle lick.

"mmhhhmmm!!" Sweetie cooed, getting ready to put her eager mouth over Button's large dick.

Button felt the tight and warm sensation of Sweetie's mouth, knowing he's doing something right, he started being more proactive with his tongue. Because of its size, Sweetie was unable to deep throat the shaft but was able to go in pretty deep, letting the head to kiss the back of her throat. Button figured he'd try something different and eased his tongue in and out of Sweetie's pussy, getting a taste of her sweet smelling juices.

Both ponies went at each other for the better half of an hour, Sweetie had a good level of stamina because of Fluttershy's activities. But Button was holding his own very well. Was this a natural talent, was he born with a huge cock and the stamina to make it last?

"Sweetie...I'm gonna...I'm gonna..." Button moaned, his balls felt tight and his cock felt it was ready to blow.

"Just let it all out in my mouth." Sweetie moaned and begged. "Let me taste your sweet cum!"

Button couldn't hold it in anymore. His cock shot a steady stream of thick cum deep in Sweetie's mouth and down her throat. There was so much that Sweetie was barely able to swallow it all. Sweetie pulled her mouth of Button's cock, making a popping noise.

"Oh Button!" Sweetie cooed in satisfaction, kissing Button on the cheek. "That was amazing!"

"Was it that good?!" Button was amazed he was able to pleasure his crush. Was this it? Could this become love? "Does that mean you'll....you'll go out with me?"

"Go out with you?" Sweetie said in a confused tone. Then jumped all over Button, rubbing her sweating body against his. "You already have me!"

Sweetie and the very excited Button were about to share a romantic kiss till they heard an "ahem."

Looking over to the door was Ms. Cheerilee. "Hello my little ponies."

Author's Note

To my loyal readers, I am thankful that you have all enjoyed my work but I regret to tell you all that this story shall be ending soon. Don't fret, I will make this a full circle ending, no stupid random cut-offs. Everypony will have their happy ending and there will be no loose ends. As you also know, I stick to a limit of anywhere from 1,200-2,000 words per chapter (as a form to challenge myself) but the final chapter will not be restricted by this rule. If inspiration hits me in the meantime, then I will make more chapters; but as of right now I have an ending in sight.

Pink on Pink

"Okay my little ponies, I'll be right back." Cheerilee said, walking out the door. 'I do hope those two will be fine.' She couldn't help but think. 'I mean Button Mash is so easily distracted and Sweetie Belle isn't as innocent as she looks.' Cheerilee's mind wandered to what happened last night.

Fluttershy had to go to Cloudsdale for the next few days to take care of some sick birds or something, so Cheerilee and the Crusaders had to find their own way to have "fun". Both Silver Spoon and Diamond Tiara were "occupied" with each other and Fluttershy's cottage was out of the question. So Cheerilee and the Crusader fillies decided to try it in the Cutie Mark Clubhouse. A little out of the way from town but still generally a somewhat public place. It was AMAZING! The sensation of having each of her holes filled with thick rods and in a place that almost anypony could walk in on, the fear was so thrilling. Cheerilee was gushing so much that it probably stained the floor with her scent.

Then, after the fillies had their way, Cheerilee had her way with them. All the sex and passion had really rubbed off on the fillies; Scootaloo tongue was remarkable, Cheerilee barely stop herself from cumming over and over. Apple Bloom had developed a fetish where she prefers to be done anally instead of vaginally. But it was Sweetie Belle who showed the most improvement and change, Sweetie's pussy was so wet and tight no matter how many times Cheerilee thrust into it, her ass was still a virgin so Cheerilee ignored it and her mouth and tongue were second only to Scootaloo's.

"I'm sure they'll be fine." Cheerilee assured herself.

Eventually Cheerilee reached her destination, SugarCube Corners. Looking at the "Closed" sign on the door, Cheerilee pulled out a thing of paper she kept tucked away:

Cheerilee,

While I'm away in Cloudsdale a package will arrive at Pinkie's house at SugarCube Corners. I need you to get it for me. Even if the store is closed, go in anyway, just tell Pinkie Pie that I sent you.

Love,

Fluttershy

"I guess it's okay." Cheerilee told herself, opening the door.

"Hello?" Cheerilee called out into the empty room. The place as quite, there was nothing; no Mr. or Mrs. Cake nor their twins crying.

"JUST A SECOND!!" Shouted an excited voice from the upper floor.

Pinkie pie jump down the stairs, landing only a few feet from Cheerilee. Pinkie was wearing a very fluffy and pink bathrobe. She must have been in the shower, it must of just ended, since Pinkie's mane was still dripping wet. This look was surprisingly kinky which made Cheerilee blush a bit.

"I'm here to pick up a package." Cheerilee tried distracting herself. 'Was Pinkie always so-FOCUS!' "It's for Fluttershy."

"Oh that package!" Pinkie said in an excited manner, hopping through an archway and into the next room.

"So it's only you here today?" Cheerilee asked.

"Yes-siree-bob!" Pinkie responded. "Mr. and Mrs. Cake are taking the twins to see that new DisNeigh movie...so I'm minding the shop!"

"But the store is closed." Cheerilee pointed out.

"I know silly." Pinkie quickly returned and surprisingly her coat was dry and her mane was poofy. Atop her head was a somewhat large box. "I planned it this way."

"Planned what?" Cheerilee was curious and excited what Pinkie meant.

"This silly!" Pinkie smiled, opening the box.

Inside the box were several strange looking objects. The only thing Cheerilee could recognize is a very large dildo, but it looked rigid and had a small one attached to it that had tiny holes covering it.

"Oh my..." Cheerilee couldn't hold back her blush.

"Exciting isn't it?" Pinkie cooed, walking towards Cheerilee.

"What-Wha-!!" Cheerilee was stone still.

"Oh Fluttershy didn't tell you did she?" Pinkie teased running her hoof gently up and down Cheerilee's chest.

"Tell me what?" Cheerilee wanted to back away but Pinkie somehow knew Cheerilee had a sensitive chest.

"For helping her get these new toys, I'm allowed to play with the pony she asked to pick it up." Pinkie start to walk around Cheerilee, running her hoof down her back and groping her firm flank.

"But wait Pinkie.." Cheerilee's body shivered. "We shouldn't-"

Pinkie cut her off practically shoving her muzzle and tongue in Cheerilee's now wet pussy.

"Ahhhhhhhhhh....mmmmhhhhmmmm..." Cheerilee could help but moan, her legs were already about to give out.

Pinkie was going to town on that pussy, like she was eating a large cake, slurping down a shake and licking up an ice cream sundae all at once. Cheerilee's taste was a nice change, Pinkie was too used to her own taste and wanted to try a new taste, but with her duties at the store, she didn't have enough time.

"Pinkie..I'm gonna...I'm gonna..." Cheerilee couldn't hold it in, she let out a quick shot of her juices straight in Pinkie's mouth.

Pinkie pulled her wet muzzle away, her muzzle was wet with juices. Pinkie started rubbing her hoof against Cheerilee's pussy lips.

"Ahhh..." Cheerilee moaned, she just came and Pinkie wouldn't stop. "But I thought you were into stallions."

"Oh I am!" Pinkie said in an excited manner, slowly sliding her hoof into Cheerilee's opening pussy. "But I'm sexually all over the place! One day it's dick, next day it's chicks, next day it's chicks with dick....I'm all over the place...and today, I'm into you!"

Cheerilee couldn't stop moaning, her body was shivering, her legs were wobbly and her pussy was quivering and leaking her sweet nectar. Eventually Pinkie was able to shove her entire arm deep inside Cheerilee. Normally an entire arm in one's pussy would hurt like hell. But after last night Cheerilee's pussy was still able to take a wide shaft deep inside her. Despite this, she was still relatively tight, her wet and clamping pussy walls gripped onto Pinkie's arm as she slid in and out at a more rhythmic and faster pace.

"You're quite a gusher!" Pinkie giggled, pulling her arm out and staring into Cheerilee's gaping pussy. "Wow! I can see all the way to your womb, it's so pink and cute!"

Cheerilee dropped to the floor, her legs were jelly at this point, her tongue was sticking out and she was making a expression as if she was in heat. But it didn't last too long, she was out like a light moments later.

"Awww." Pinkie said in a little disappointment. "She passed out....well at least I had some fun."

Pinkie picked up Cheerilee and struggled to bring her upstairs. Once upstairs, Pinkie brought Cheerilee to the bathroom and from there placed her in the shower. Cranking on the water, Pinkie watched Cheerilee immediately wake up from the cold water.

"AAAHhhhhhhhh!!!!" She shouted from the quick shock. "What happened??!!!"

"Oh it's nothing silly." Pinkie replied, then giving Cheerilee a deep kiss. "You came so much that you passed out, and I couldn't just let you be all sleepy on the floor, so I brought you up to the bathroom to clean you up."

"And the cold shower?" Cheerilee inquired.

"It wakes you up." Pinkie smiled, then turned the water to a hotter temperature. "Now where were we?"

Before Cheerilee could object or even respond, Pinkie's sweet tasting lips pressed against hers.

"How about a lathering?" Cheerilee was now in her nympho mode, reaching for the closest shampoo.

"Oh yeah." Pinkie was quietly moaning as Cheerilee rubbed the soapy in her hooves and slowly started feeling up and down Pinkie's body.

"Feels good to be clean does it?" Cheerilee teases, rubbing her hoof against Pinkie's pussy lips, pushing against them but not penetrating.

"Oh yeah..." Pinkie was moaning louder, Cheerilee was better with her hoof than she thought.

Cheerilee wanted to continue her fun and tease Pinkie and maybe even shove her arm deep inside her, but she remembered she did tell Sweetie Belle and Button Mash that she would be right back. So Cheerilee started to rub harder and faster, Pinkie's eyes were rolling to the back of her head, she could feel her pussy quivering and her stomach tightening. She was about to cum.

"Come on Pinkie.." Cheerilee said, kissing Pinkie's face and neck. "Cum for me, come one CUM!!!!"

Pinkie couldn't hold it in, shooting out her own stream of her juices, she actually washed the soapy suds away with her juices. Pinkie dropped back and laid on her back, panting and letting the warm water wash all over her. Cheerilee didn't waste anytime; immediately jumping out of the shower and drying herself off with a towel.

"This was fun." Cheerilee teased Pinkie as she made her way out the door. "We should do this again sometime."

Cheerilee made her way out of the store with the now sealed package tied to her back. She made her way back to the school as fast as she could but didn't want to draw attention. When she arrived back at the school she head the sounds of subtle moans that would come from a filly and a colt.

"I knew it." Cheerilee said to herself.

Instead of opening the door, Cheerilee wanted to look in on the action. Luckily the window, too high for the foals was low enough for Cheerilee to get a good look. Both Button and Sweetie were in a lovely 69 and Button's cock was amazing looking, it looked bigger that most of Cheerilee's dildos and was probably way too big to fit in Sweetie's delicate mouth. But Sweetie was deep throating that monstrous rod like it was easy. She was even playing with his ball sack while stroking that thing with her mouth, tongue and other hoof, but the sack looked like it was tensing up, Button was ready to cum. In one thrust, Button's cock shot his cum deep in Sweetie's mouth. There appeared to be so much that Sweetie was barely able to swallow it all. Sweetie pulled her mouth of Button's cock, making a popping noise.

"Oh Button!" Sweetie cooed in satisfaction, kissing Button on the cheek. "That was amazing!"

"Was it that good?!" Button was amazed he was able to pleasure his crush. Was this it? Could this become love? "Does that mean you'll....you'll go out with me?"

"Go out with you?" Sweetie said in a confused tone. Then jumped all over Button, rubbing her sweating body against his. "You already have me!"

Cheerilee knew that they had their fun but she had to interrupt it. Sweetie and the very excited Button were about to share a romantic kiss till they heard an "ahem."

Looking through the open doorway was Cheerilee. "Hello my little ponies."

The Apple doesn't fall far from the Tree

"What are we gonna do?" Apple Bloom said to her visiting cousin Babs Seed. "Fluttershy won't be back till tomorrow and both Sweetie Belle and Scootaloo are busy."

"Well.." Babs noted. "Granny Smith is at the Cake's helping with some apple cake, Applejack is busy with the trees, and Big Mac is napping in the barn."

"What are you suggesting?" Apple Bloom was curious where Babs was going with this.

"Maybe we should bring a new pony in the loop." Babs suggested.

"That sounds like a fun idea." Apple Bloom responded. "But who?"

"It has to be male." Babs said pacing back and forth. "I love eating a tasty pussy as much as any mare, but I haven't had a juicy cock in so long, my pussy is begging for it."

"I've always wanted to ask that." Apple Bloom responded. "What does a real cock feel like?"

"You've never had a real cock?!" Babs said aloud in surprise. "But you told me you've been fuck almost everyday since last time I was here."

"Yeah, but it was always with Fluttershy and the others, and we used strap-ons." Apple Bloom responded.

"Oh my Celestia." Babs said, facehoofing herself. "I need to get you a real dick to ride."

"But who could we get at this time?" Apple Bloom asked.

"True." Babs agreed. "It's the afternoon on a Sunday, where could we get a good meat rod at this hour and not get caught?"

A thought struck Babs quickly and a perverted grin spread across her face, followed by a faint giggle.

"You thought of one?" Apple Bloom asked.

"Oh yeah." Babs replied, wiping the drool from her mouth. "And I know you'll love it."

Babs led Apple Bloom to the barn.

"YOU WERE THINKING OF-mmmmmmmmmm." Apple Bloom was cut off by Babs' hooves covering her mouth so her shouting wouldn't wake up Big Mac.

"Shhh." Babs hushed her cousin. "I know it seems odd. But you're gonna love it."

"But he's my brother. Isn't that immoral?" Apple Bloom asked.

"After I show you, you won't care." Babs said with a grin.

Creeping along the piles of hay, Babs and Apple Bloom made their way to the sleeping Big Mac. Big Mac was known for many things: his big appetite, his lack of vocabulary, his strong work ethic, but most importantly, his ability to sleep through a buffalo stampede. Babs slowly made her way to he sleeping cousin. With a few pokes, it was apparent that Big Mac was definitely asleep. Babs beckoned Apple Bloom over to her.

"You really think this is a good idea?" Apple Bloom whispered.

"Oh don't worry." Babs didn't bother to whisper. "When he's like this, you could shout in his ear and he won't wake up."

"If you're sure." Apple Bloom responded,

"Of course I'm sure." Babs responded, looking through Big Mac's coat . "Check this out."

With a few quick strokes, Babs found Big Mac's endowment and whipped it out. Apple Bloom's face lit up a bright red, while Bab's red face looked like she was coming in heat.

"Just as fearsome as I remember." Babs said, slowly stroking the member, making it get bigger.

"You've had sex with Big Mac before?!" Apple Bloom said.

"First time I came here." Babs told her tale, while still stroking the cock in her tiny hooves. "I happen to walk in on Big Mac while he was taking a shower, he didn't notice me looking through the crack in the door, but I saw everything. Even limp, it was almost a big as my arm. I got so wet and horny just looking at it. I had to try it. So I waited until everypony was asleep and sneaked into his room. I rode his fat cock all night long. I almost passed out from all my orgasms."

Apple Bloom's face was even redder just imagining what Babs just said. "He's that big huh?"

"See for yourself." Babs said, now holding the fully erect dick in her hooves. It was massive compared to any strap-on Apple Bloom ever saw let alone used.

"Wow." Apple Bloom's pussy was soaked just from staring at it. "Can I touch it?"

"Go for it." Babs said.

Apple Bloom moved closer to the meat rod in front of her. Slowly, she moved her hoof closer to it. It was warm to the touch, almost hot even and pulsed in her hoofs as if there was a heart in it. Almost instinctually, Apple Bloom's hooves started moving up and down the long shaft of her hung brother.

"Room for one more?" Babs teased, easing herself close to the cock again, this time, kissing the head.

"Wait I want a taste." Apple Bloom said, kissing the head with Babs.

It wasn't too long before both fillies were stroking the large cock with their tongues. Apple Bloom remained simple, just moving up and down but focused on kissing and licking the head. Babs, on the other hoof, got down and dirty, massaging one ball in one hoof while suckling on the other.

"Ready to take the whole thing?" Babs said to her horny cousin.

"That might be a little too big, even for me." Apple Bloom said.

"Nonsense." Babs said. "We just have to get it nice and wet." Babs then started moving the head of this large cock in her little mouth.

Amazingly, Babs was able to easily shove maybe a third of the shaft down her throat, but it didn't last that long. But she was tenacious, again and again, Babs shoved her mouth over the cock's head and shaft, each time getting a little more in her mouth but still could barely make it to the half way point.

"It should be wet enough." Babs said, pulling her mouth away. Rubbing it. "I thought my jaw would dislocate."

"But will it fit?" Apple Bloom asked, staring at the throbbing wet penis and rubbing her soaking pussy with her hoof. "Just imagining it inside me might make me cum."

"Don't worry too much." Babs reassured, gesturing her cousin over as she continued to stroke the dick. "After all those times of having my arm deep inside you, it should fit."

Apple Bloom nodded and slowly moved on top of her big brother. She was about to cum, just sitting on the head. The head slowly spread her little pussy.

"The head is as big as my own head." Apple Bloom cooed as she very slowly eased her way over the cock head, getting it as wet and slippery as she could with her juices.

Apple Bloom barely got an inch of this massive cock and it felt like she was full, her pussy was stretching, she felt like she was going to break in half. But the feeling like she was about to cum but wasn't there was turning Apple Bloom on, the tease was enough to get her to start moaning, so she had to cover her mouth.

"Too long." Babs said impatiently in an impish tone.

From behind, Babs hooves began feeling up Apple Bloom's slender, tiny body and soon made their way to her sensitive clit.

"What are you..ahh..mmhhhmmm..." Apple Bloom kept her mouth covered, the only noises she made now were muffled moans.

Babs may of been mischievous and didn't want to feel left out, but her clit rubbing was loosening Apple Bloom up, allowing the mass in her pussy to slid in another inch or so.

"Still too long." Babs said. "Sorry Apple Bloom, but take a deep breath."

Apple Bloom had no time to react or stop her cousin as she felt Babs shove herself down on Big Mac's "Big Mac", shoving it deeper than Bab's arm or any dildo have ever reached. There was a surge of intense pain through Apple Bloom's body, if her mouth wasn't covered by her hooves, Applejack would be hearing Apple Bloom scream bloody murder. Big Mac wasn't even all the way inside and he was already pushing against her premature ovaries, her stomach was pushing out that Babs could rub Apple Bloom's stomach and Big Mac's cock all with one hoof. Apple Bloom almost passed out from the pain and the orgasms she was firing off from the stretched sensation.

"How'd that feel Apple Bloom?" Babs giggled.

"If..I.didn't.ahhhhhh...have such...mmmhhhmmm...cock..deep inside.." Apple Bloom could barely from a complete thought in her head.

"Just shut up and ride that cock." Babs said, rubbing Apple Bloom's belly while kissing her neck. "Giddy up"

Apple Bloom couldn't help but listen, moving up and down at a slow pace but gradually moved faster but with each thrust, Apple Bloom was creaming her juices over Big Mac's dick. Babs was enjoying the look of Apple Bloom in her orgasmic state. While she was stroking Apple Bloom cock stuffed belly, Babs was rubbing her own marehood.

"So close." Babs said. "I'm ready to cum, how about you?"

"mmmhhhhmmm.." Apple Bloom was muffling her moans, they would be too loud otherwise.

"Come here Apple Bloom." Babs said bringing Apple Bloom's face to hers.

"Aaaahhhhhh!!!" Both fillies screamed in orgasm. Despite the loud scream, Big Mac remained asleep.

Apple Bloom pulled herself off of Big Mac's shaft, with the help of Babs of course.

"That was fun." Babs said, trying to get Apple Bloom to her feet.

"I'm glad you two enjoyed yourself." Called a voice from the barn entrance.

A shocked Babs and a pasted out Apple Bloom looked over to see Applejack, leaning against the open door. Calmly walking over, Applejack walked towards Big Mac.

"How long are you gonna stay asleep?!" Applejack said smacking Big Mac on his head.

"What you do that for?!" Big Mac replied. "I was enjoying myself."

"Wait you were awake?!" Babs said in surprise. "And you both aren't mad?!"

"Nope." Both Big Mac and Applejack said at once.

"I was awake from the beginning." Big Mac explained. "Even when we did it the first time."

"And we ain't made." Applejack explained. "It' been an Apple Family tradition, sex in the family is okay. We were just worried that your were both too young to understand."

"Well I understand now." Babs said, gently placing Apple Bloom on the ground and giggling her little flank toward Big Mac. "In that case, I'm still unsatisfied."

"Think you can still handle that Big Mac?" Applejack asked.

Big Mac looked at her little cousin, waving her little tush towards his still erect dick. Letting out a sigh all he replied was "Eeyup."

Author's Note

Only four more to go, can I wrap up this nice fic in only four more chapters? Stay tuned and enjoy.

Ten Seconds Flat

Scootaloo was riding her signature scooter down the streets of Ponyville. Normally, she'd pull off a stunt or a trick but not today, Scootaloo was in a rush. Today was the day that Scootaloo was going to hang with her idol Rainbow Dash. Soon enough, Scootaloo arrived at Rainbow Dash's cloud house. Now the only problem, was how to get a flightless pegasus to a floating house made of cloud. Luckily, Rainbow Dash and Scootaloo solved this problem by tying a rope ladder to the cloud. Folding her scooter and strapping it to her back, Scootaloo rushed up the ladder. Even though Scootaloo couldn't fly, she could walk on the clouds as good as any pegasus. Looking around, she noticed that Rainbow Dash's house looked slightly different. Her windows, which were usually open, were closed and the house was very quiet.

"Maybe she's not home yet." Scootaloo said to herself. "I am an hour early."

"Oh yeah right there!" Scootaloo heard a muffled noise that could be words from the house.

"What was that?" She said aloud.

Listening again, Scootaloo heard more muffled sounds. "Come on, keep going!"

"Maybe she is home." Scootaloo considered. "But what's that noise?"

Another stroke of luck, Rainbow Dash forgot to lock her front door again, one of her common mistakes. Scootaloo knew what she was doing was bad and kinda illegal but she had to know what that noise was.

"Oh yes yes!" The voice moaned from up the stairs.

Scootaloo decided to have a closer listen, slowly moving up each step of the stairs, trying to make no noise. As she got closer, Scootaloo was able to determine that the voice was Rainbow Dash's but why was she making those noises? Reaching the top step, Scootaloo found that that bedroom door was cracked open. Taking a peek inside, Scootaloo's face immediately contorted in a mixture of betrayal, disgust, and sorrow. In her room, there was Rainbow Dash, Scootaloo's idol, being rutting from behind by the male member of the Wonderbolts, Soarin.

'What?!' Scootaloo wanted to shout but kept it in her head. 'Why is Rainbow Dash...I mean..I don't understand..'

"Keep going Soarin baby." Rainbow Dash moaned, backing her own rear hard against Soarin.

"Nnnnhhhhh Rainbow..Dash.." Soarin groaned through his teeth. "You're so tight..It's like you're trying to break my cock off."

"I can't help it!" Rainbow cooed and moaned. "As much as I love your thick cock, I have to get ready for Scootaloo."

"You mean you'd rather hang with her than feel this?" Soarin teased, smacking Rainbow's rear hard as he rutted her deeper.

"Don't tease me like that." Rainbow kept moaning like a mare in heat. "You're making my mind blank."

"Maybe you can reschedule with the filly." Soarin suggested, trying to convince the mare he enjoyed fucking.

"Mmmmhhhmmmm!!" Rainbow was losing her sense of reason, she might even do what she was told.

"HOW COULD YOU!" Scootaloo couldn't stand another moment of this, bursting in the room and bashing Soaring across the head with her scooter, which by the way is made of titanium and is practically indestructible.

"Scootaloo?!!" Rainbow shouted in shock, seeing the filly in question just knock Soarin out.

Remember: No one gets hurt in these Chapters..........They only get big Boo Boos

"How could you Rainbow Dash." Scootaloo asked, dropping the scooter, tears in her eyes. "How could you do this to me?!"

"Scootaloo.." Rainbow Dash was trying to explain herself but found she couldn't find the words. "What are? When did you?"

"You were going to leave me while you lay there getting plowed by some stallion!" Scootaloo felt betrayed and just wanted to run out of the room crying.

"That's not true." Rainbow tried to defend herself. "You know I would never do that to you."

"I saw it!" Scootaloo was hysterical. "I saw what you were doing and heard what he was saying." More tears flowed from her eyes like foscets. "Am I not good enough?!"

"Scootaloo." Rainbow Dash struggled to get off the bed and went over to hug Scootaloo. "Nopony could ever make me not hang with you."

"You mean it?" Scootaloo sniffled all adorably. "Then would you want to..you know.."

"Wait..woah woah woah." Rainbow let go of Scootaloo. "I'm sorry. You're a good kid and a close friend, but you're too young for this."

'...Friendzoned...' Scootaloo's inner self was twitching in frustration. Scootaloo was even going to confess her feeling to Rainbow Dash today and she was shot down.

"Scootaloo?" Rainbow Dash was now very worried. Scootaloo looked like she wa either going to shout, cry, or both.

"No no no..." Scootaloo was shouting, throwing her crying face into Rainbow Dash's chest. "I love you Rainbow Dash and you..and you..and you reject me like you hate me! Is that it?! Am I not good enough?!"

"That;s not it." Rainbow tried to comfort the sad angry filly. "I like you but there's this big age difference and you were just suggesting that you wanted to have sex, do you even know what sex is?"

"I know all about sex!" Scootaloo defended. "I'm better than any stallion you'd ever be with!"

Rainbow Dash had to really think this out. If she just rejected Scootaloo, Scootaloo could tell others what she saw; one of the more famous Wonderbolts, who is currently dating the team captain Spitfire, is having an affair with one of their fans. Think of the scandel. That and Rainbow Dash didn't want to crush the joy in her own fan.

"How about this." Rainbow suggested. "If you promise to keep what you saw a secret from everypony, then we can have sex. If you can make me cum-"

Rainbow's offer was not only accepted but her sentence was cut off by the kissing lips of Scootaloo. Her little tongue was surprisingly skilled, causing Rainbow Dash's legs to go all woobily.

"I'll make you cum so much that you'll fall in love with me." Scootaloo declared, her "game face" was now on.

Although this was moraly wrong, there was something in Scootaloo's serious gaze that was turning Rainbow Dash on a little.

"You're free to try." Rainbow accepted the challenge, and happy that Scootaloo wasn't crying anymore.

Despite her smaller size, Scootaloo was able to easily push Rainbow Dash on the bed. Before Rainbow could react, Scootaloo was already at Rainbow's wet pussy.

"It's so wet and gaping." Scootaloo said, opening the marehood with her hooves. "Probably from fucking that Soarin for so long."

"Don't..mmhhmm..open it like that." Rainbow subtly moaned. "I'm still..ahh..sensitive."

"Then you're gonna love this." Scootaloo said with confidence.

With a flick of her hoof, Scootaloo was grinding her hoof against Rainbow's wet spot at an unexpectedly fast rate.

"Ooooohhhh-Ceeellleeessssttttiiiiaaaaaaaa" Rainbow's eyes were rolling to the back of her head, this kid was better than she could imagine.

"I'm not done yet." Scootaloo said, giving Rainbow's clit a gentle nibble while still keeping up her pace.

"aaahhhhhhhh!!!" Rainbow's hips were bucking slightly and uncontrollably from the pleasure. "Hooow aaarrrreee yyyoooouuu sssooooo ggggooooooooddddd?"

"It's my love for you Dash." Scootaloo replied. "I want to make you happy, I want to be with you, I love you Rainbow Dash."

"Stop saying such...aaahhhh" Rainbow was almost there. "I'm gonna cum..."

"Please cum Rainbow." Scootaloo begged. "Cum for me."

"Don't act all cute..Ahhhh" Rainbow was about to cum. "I'm cumming I'm cumming"

Rainbow Dash thrust her hips forward and squirted her love juices into the air like a stream, showering Scootaloo. This feeling lasted for several seconds. Rainbow laid on her back heavily breathing, amazed what just happened.

"Ten..Seconds...Flat.." Rainbow moaned, still coming. "You were actually pretty good kid."

Scootaloo leaned forward and gave Rainbow Dash another kiss. "I love you and will do anything for you."

Rainbow thought it over. 'She did make me cum faster and better than Soarin ever could. Or maybe I'm still sensitive from Soarin. I have to find out."

"I guess we could go another round." Rainbow Dash whispered, then felt the happy Scootaloo hug her with joy.

Author's Note

Yes, Soarin is alive, he wakes up later and finds Scootaloo asleep. Rainbow Dash explains and Soarin leaves in peace.

He's my Coltfriend

Sweetie Belle was as happy as can be. She had a new coltfriend and he was coming to visit, so she was leaping about her room, desperate trying to clean.

"What should I do? What should I do?" Sweetie ran about, sweeping and dusting.

"Now Sweetie." Her sister Rarity tried to calm her down. "I'm sure Button will like your room as it is."

"But he's never been here before." Sweetie responded. "And I've never had a colt over and not just any colt, my cotlfriend!"

Ding Dong sounded the door bell.

"OHMYGOSH HE'S HERE!" Sweetie panicked, grabbing a towel. "I still need to shower, stall him." Sweetie was off to the bathroom before Rarity could say anything.

Rarity shrugged and made her way to the door.

'I'm happy Sweetie found a special somepony.' Rarity thought to herself. 'But is she ready for a relationship with a colt?'

Rarity soon reached the door. 'Time to meet this Button Mash.' Rarity opened the door to see the little brown colt.

"Hello." Button said nervously. "Is Sweetie Belle home?"

"She is." Rarity responded. "Come in."

Button came in the house and looked about. Seeing as how fashion wasn't his thing, he never went to the boutique, and how he was always too nervous to talk to Sweetie Belle before only recently.

"You must be Button Mash." Rarity said, looking Button over.

"Uh yes." Button said nervously. "And you're Rarity, Sweetie's sister."

"Yes I am." Rarity responded. "And there's no need to be nervous."

Button made his way into the house, Rarity couldn't help but mentally critique the young colt.

'He seems rather shy and nervous.' Rarity thought, 'But this is to be expec-what the?!'

It was only seen at the corner of her eye, but Rarity could of sworn she saw something rather big under Button.

'Maybe it was just my imagination.' She immediately thought. 'Then again, maybe I should test him.'

Button was sitting on the nearby couch in the parlor of the boutique. He was subtly trying to hide his slow growing erection.

'Why did this have to happen now?' Button worried in his head. 'I just have to endure until I see Sweetie. But she never said her sister was good looking.'

"Button dear?" Rarity asked. "Are you okay?"

"Uh-YEAH!" Button panicked to answer. "I'm-well-I'm fine."

'He's so cute that he's hiding it.' Rarity giggled in her head. 'I really shouldn't but as long as nothing serious happens, I'm sur Sweetie wouldn't be too upset.'

Rarity sat down besides Button and slowly moved her face close to his.

"Uh what are you doing?!" Button was worried.

"Just seeing if you have a fever." Rarity said, pressing her gentle head against Button's head.

Button's little erection was definitely getting bigger. He could hear his own heart racing and feel Rarity's breath against his skin.

"Hmmm." Rarity hummed. "You feel a little warm. And your face looks a little flushed."

Rarity moved her face away from Button's, who was now red with a blush. "Uh..al-alright."

'He's so cute when he's nervous.' Rarity thought as she turned around to walk to the kitchen, making sure to sway her hips, giving Button a good view. 'I can see why Sweetie likes him so much. But am I going too far?' Rarity looked over her shoulder to see Button trying to hide his almost full erection. 'How cute, he's getting turned on. Wait..he looks like he can't even hide it. It can't be that big, he's only a colt.'

Rarity turned around and walked straight back to Button, her face looked as though it was worried. Upon reaching Button, Rarity took hold of his little hooves.

"Uh Rarity?!" Button was worried she might see 'Little Masher'. "What are you-aahh"

"Oh my goodness." Rarity said aloud, after moving Button's hooves away.

Rarity got a good view of it. It wasn't the biggest Rarity has ever seen but it was necessarily large for a colt Button's age. Button was way past the point of embarrassed, but this embarrassment was sadly a turn-on, making him a little bigger.

"Oh my." Rarity started playing the innocent role. "What is this? It's so big....It must be swollen!"

"No no it's fine!" Button panicked, pulling his arms free and covering himself up again.

"That certainly won't do!" Rarity said sternly, staring into Button's eyes. "Just relax and let your big sister handle this!"

Rarity looked down at the penis. Her breath became heavy with anticipation, she knew exactly what to do, but how to approach it?

"Stay right there." Rarity said, gently pushing Button down on against the couch. "We need to apply some pressure to stop this swelling."

"I don't think that nessa-ahhhh." Button tried to resist but stopped mid sentence to the feeling of Rarity's warm and wet mouth on the head.

"Ouh dou id eel?" Rarity gagged on the size of the member.

"Please." Button adorable begged, unable to escape Rarity's grip. "What if Sweetie walks in?"

"Don't worry dear." Rarity said, removing her mouth to a faint popping noise. "We're not doing anything wrong, I'm only helping with your swelling." Rarity started jerking the shaft faster. "And this thing is quite swollen, it's as big as an average stallion's."

Button failed to stop Rarity from grasping his cock with her mouth and the feeling made his body unresponsive. Button knew this was wrong, but couldn't deny that he was somewhat enjoying this. Sweetie was amazing at sucking dick but there was something about Rarity that was different, almost better....maybe she was more experienced. He was getting close, very close, his body tightened up. He was about to-

"HOW COULD YOU?!" Shouted a voice from behind Button.

The shock forced Rarity to let go of Button, but the sudden sensation caused Button to shoot his load across Rarity's face. Turning around, with terror in his eyes, Button saw the tear filled eyes of Sweetie Belle glaring with sorrowful anger.

"How could you Button?!" Sweetie cried. "Why would you do this to me?!"

"Sweetie wait." Button leaped up. "I'm sorry, this wasn't meant to happen."

"But it did!" Sweetie was angry, walking towards both the guilty ponies. "HE'S MY COLTFRIEND!!!"

Stopping suddenly, Sweetie then leaps at Rarity. Sweetie began to lick the cum off Rarity's face.

"Sweetie Belle?!" Rarity said, failing to stop her younger sister. "What are you doing?!"

"Button is my coltfriend." Sweetie kept licking Rarity's face, the sensation felt pretty good. "So everything about him is mine."

"But Sweetie you can'-mmmfffhhhh." Rarity's sentence was caught off by Sweetie's tongue breaking through her lips and into her mouth, licking and sucking Rarity's mouth.

Sweetie released Rarity's mouth and the breathtaking experience dropped her to the floor. Sweetie then turned to Button, who was too afraid to move. Sweetie walked straight to Button. Closing his eyes in fear, Button expected the worse, but didn't feel anything. When he opened his eyes, he looked down to see a teary eyed Sweetie Belle staring up at him.

"Why Button?" Sweetie said. "Am I not good enough for you?"

"No Sweetie it's not that." Button said.

"Maybe I've been too nice." Sweetie mumbled, taking a firm and tight grip of Button's limp penis.

"Sweetie, what are you-oohhh..aahhh.." Button could feel the tightness of her hooves as Sweetie started to jerk Button off.

"I'm going to have to make this clear Button." Sweetie said, there was a serious look in her eyes as she kept stroke the dick, making it bigger and harder. Sweetie turned her gaze towards Button. "You are my coltfriend, this is mine!"

Sweetie picked up the pace of the stroking the shaft faster and faster. It wasn't too long before button felt like he was about to cum again.

"Oh no you don't!" Sweetie squeezed tightly on the shaft and bending it slightly. "You don't get to cum until I say you can." Sweetie let go of Button's shaft. "You stay there and you better stay hard!"

Sweetie made her way back to Rarity, who was still sitting there. Seeing Sweetie's attitude right now was a shock but intriguing and Rarity couldn't help but stay and watch. Sweetie didn't say anything, only pushing Rarity on her back.

"Sweetie, we can talk about-aaahhhhh" Rarity's words fell on deaf ears and Sweetie went straight to work, rubbing her hooves up and down Rarity's almost wet marehood.

"You were getting wet from sucking off my coltfriend weren't you? Weren't you!!" Sweetie demanded, rubbing harder and faster.

Rarity may have had some experience when it came to sex, but Sweetie was a whole different level. Rarity could feel herself ready to cum. It was too fast, even the feeling of cumming fast is making her want to orgasm.

"I'm sorry Sweetie." Rarity moaned, her body was unresponsive and refused to move. 'You know I would never try and come between you and your coltfriend."

"Oh I know that." Sweetie proclaimed, stopping her rubbing; leaving Rarity's body craving more. "You were just turned on by his huge cock! Is that what you want? Some huge cock deep in your soaking cunt?!"

"Please Sweetie." Rarity begged. "I didn't mean to hurt you."

"But you still did!" Sweetie teased. "Button! Get over here!"

Button didn't argue, he got up and went to Sweetie. Sweetie, in turn grabbed at Rarity's legs, spreading them open.

"I want you to fuck my sister!" Sweetie ordered.

"Wait what?!" Both Button and Rarity said.

"This is your punishment." Sweetie said. "I'm giving you what you want but you will not enjoy it."

Button felt bad about what he was about to do, but he was currently more terrified of what Sweetie would do if he refused. Button aligned the head of his cock to Rarity's pussy lips. Button tried to ease it in slowly, but Sweetie would have none of that. From behind Button, Sweetie pushed against his back causing his body to jerk forward and his cock split into Rarity's tight, wet pussy. The scream Rarity gave off was both one of pain and orgasm, and she sadly didn't last long. Sweetie's little hoof rub and the sudden massive cock breaking her open caused multiple orgasms and Rarity was down.

"Guess she couldn't handle it." Sweetie said with a triumphant tone.

As Button pulled his still erect dick from Rarity's open, soaked pussy, Sweetie took a hard grip on it. "I'm not through with you yet." Then she whispered."It's my turn."

Author's Note

I'm sorry if you consider this to be a little dark but I promise, everything works for the better in the end. That and Tartaras hath no fury like a mare(filly) scorned.

Two more chapters to go. Final target: Twilight Sparkle

Loss of Innocence

Fluttershy awoke from her fluffy bed to an adorable yawn and stretched her arms.

"Alright Fluttershy." She said to herself. "Today is the day."

Making her bed, feeding the critters and animals their breakfast, and even making her own breakfast came and went faster than Fluttershy could realize it. Her mind was focused elsewhere:

The day Fluttershy got back from Cloudsdale, she and Twilight immediately went back to her cottage. The door wasn't was even closed before Twilight started kissing Fluttershy's neck.

"A little frisky aren't we?" Fluttershy giggled.

"I can't help it." Twilight replied. "Work has be stressful and with Spike around, I can't get some alone time."

"So you want to be alone?" Fluttershy faced Twilight with her teasing eyes moving up and down Twilight's body.

"Only if I can share it with you." Twilight answered.

"Good answer." Fluttershy replied, giving Twilight's eager lips a kiss.

Twilight wasted no time and kissed back. Both their lips pressed into each other but their tongues were more active, hugging and dancing with each other. Fluttershy's body tingled with excitement. She was so happy and Twilight's body felt so good pressed against hers.

"Did you get what I asked for?" Fluttershy asked.

"Of course. I wouldn't forget it." Twilight said, lighting up her horn and pulled a long, black shaft out of her saddle bag.

"Oh my." Fluttershy almost made a puddle on the floor just thinking about how that rod would feel inside her. "How did you fit that in such a small bag?"

"Magic." Twilight said. "Now bend over."

"Oh Twilight." Fluttershy kissed Twilight's neck. "You know I like when you take charge" Fluttershy then proceeded to bend over, propping herself forward against the nearby bed.

"And I like your sexy flank rearing up towards me." Twilight said, passionately licking the long rod, getting it nice and wet.

Twilight finished licking the rod and aimed its head towards Fluttershy's lower lips. Fluttershy's desire to be reamed by it was so intense, the pussy almost started to suck in the rod.

"You seem to want it." Twilight teased.

"Only because you're teasing me." Fluttershy lost patience and backed herself into the shaft, her wet pussy devouring half of its length.

Twilight was able to push a few more inches deep inside Fluttershy's wet hole. You could almost see a small bulge on her stomach. Fluttershy did enjoy being in charge on some nights but the feeling of being at another pony's mercy was so intoxicating.

"Keep going!" Fluttershy moaned, Twilight's soft lips and eager tongue already kissing at her neck.

"Listen." Twilight whispered in Fluttershy's ear. "Listen to the sounds your pussy is making."

Fluttershy listened closely and heard the sloshing and squishing noises of her wet hole being deeply penetrated.

"Oh my oh Celestia." Fluttershy was ready to cum. "I'm gonna, I'm gonna!!!"

"Let it out!" Twilight's tongue embraced Fluttershy's.

"MMMMMMHHHHHHMMMMMM!!!!!!!" Fluttershy sprayed her juices out as she screamed in orgasm in Twilight's mouth.

"That was a good night." Fluttershy said to herself, wiping the drool from her muzzle. She then realized the time. "I guess it's that time."

The Ponyville library was quiet, which was shocking because it wasn't empty. Twilight, Pinkie Pie, Rainbow Dash, Applejack, and Rarity sat in the room, but there was silence. It was awkward.

"So we all know why we're here?" Twilight asked.

"Fluttershy said she had something she wanted to tell us." Pinkie Pie answered.

"I was told to come here." Applejack said.

"Me as well." Rarity responded.

"But where is she?" Rainbow Dash asked.

The front door knocked. All the mares turned towards it. Twilight opened the door and there was Fluttershy.

"Uh hello girls." Fluttershy said calmly, as she walked in.

"Hey Fluttershy." The girls greeted.

"Why did you call us here?" Rainbow Dash asked.

"Well..uhh..you see..." Fluttershy was struggling to gather her thoughts.

"Take your time." Twilight reassured her friend, patting her on her back.

"Well you see." Fluttershy had to be strong. "I'm..I'm..I'm a pervert!!"

"HUH!!!???" The mares asked in confusion.

"I think you need to explain." Twilight said.

"Well..you see.." Fluttershy did her best to explain through the her hooves, which were covering her embarrassed face. "Over the past several weeks, I've had relations with a lot of ponies, most of them....fillies.."

There was another awkward silence, a long one at that. The others talked and whispered amongst themselves for a few moments before looking at Fluttershy.

"You..know..it's fine.." Fluttershy's face was a bright red with embarrassment. "I'll just...go..and hide...forever.."

"Now hold on there sugarcube." Applejack stopped Fluttershy from running away. "We don't think any less of you."

"Yeah, we can never hate you for that." Rarity said.

"Really..y-you mean it?" Fluttershy said.

"Of course." Rainbow Dash stated. "We love you no matter what you're into."

"That's right." Pinkie said, looking at the clock. "Speaking of, it's time!"

"Time?" Everypony asked. "Time for what?"

There was then a knock on the door.

"Who could-" Twilight went to open the door and Ms.Cheerilee, Sweetie Belle, Apple Bloom, Scootaloo, Soarin, Big Macintosh, Babs Seed and Button Mash walked in.

"Huh..what??" Fluttershy was confused.

"We can't think less of you dear." Rarity said, walking besides Sweetie and Button.

"Yeah, how could we?" Rainbow Dash said, standing between Soarin and Scootaloo.

"We all have our own interests." Applejack said, walking next to Big Mac, Apple Bloom and Babs.

"And we all love you." Pinkie smiled, hugging Cheerilee.

"Oh girls." Fluttershy broke into a cry of joy, tears of love flowed from her eyes. "I love you all too."

"Group hug!" Pinkie shouted and everypony gathered together, giving Fluttershy a hug.

"Now.." Pinkie said, taking a deep breath. "GROUP ORGY!!!!!"

As if on cue, Twilight lit up her horn and a small music device turned on, blasting party music. Immediately, the Cutie Mark Crusaders jumped at Fluttershy, kissing at her neck and moving along her body.

"Girls?" Fluttershy couldn't fight back, she trained these girls too well.

"It's okay Fluttershy." Pinkie walked giving a nice, open tongue wrapping kiss with her sugar filled lips to Fluttershy. "We all know and we love you regardless. Look around."

Fluttershy looked around and saw the other ponies were getting it on. Soarin was already behind Rainbow Dash, giving that blue pussy a work out. Big Mac was laying back as Babs and Applejack were running their wet mouths all over his large cock, Rarity as well but to Button's impressive member. Cheerilee and Twilight were laying on their sides, eating out the other.

"Everyponys a pervert here." Pinkie said, shooing the fillies away.

"Hey!" Scootaloo leaped at Soarin, pushing him out of Rainbow Dash. "Now I have to clean your filthy cum out of her."

Scootaloo placed her mouth on Rainbow's pussy ans jabbed her tongue in, lapping up any and all of Soarin's cum. Despite not liking Soarin, Scootaloo had grown almost addicted to the taste of his cock and cum, especially when it was mixed with Rainbow's sweet juices.

"Damn squirt." Rainbow said, her pussy gushing juices. "You're good at this."

"That's because I love you Rainbow--aaaaahhhhh!!." Scootaloo shouted as she felt her pussy spread open by Soarin's invading cock.

"And I love making you scream so you know your place." Soarin laughed, picking up the pace as his wet shaft slid deep inside the little Scootaloo.

"You're lucky you have a good dick." Scootaloo barely uttered between moans. "Or I'd hit you with my scooter again." She then got back to shoving her muzzle deep in Rainbow Dash's pussy, saliva, cum, and pussy juices mixed in the blue wet hole.

"Come on suck it bitch!" Sweetie Belle ordered her sister as Rarity was deep throating Button's dick. Sweetie was standing on top of Rarity, spanking her ass as hard as she could everytime Rarity bobbed her head. "You know you love it."

"I love being spanked Sweetie." Rarity moaned, now feeling Sweetie's hoof deeply and vigorously rubbing her white pussy lips and clit. "Please...harder...faster.."

"What was that?! Are fuck toys allowed to beg?! Keep begging, show me that slut side of yours!" Sweetie demanded, jumping off Rarity and moving besides Button. "Button sweetie."

"Yes Sweetie?" Button said.

"How does my sister's mouth feel?" Sweetie asked.

"She feels amazing." Button said with a satisfying grin.

"Oh well if that's the case, then I'll go see Apple Bloom...and BIG MAC." Sweetie teased, playing on Button's jealous side.

"OH NO YOU DON'T!" Button said, giving Rarity's oral pussy one more hard thrust before pulling it out and taking a good, firm hold of Sweetie's rear. "Nopony reams my marefriend. BUT ME!!" Button shoved his large for his age cock straight into Sweetie's begging, wet opening. The tightness and warm feeling of Sweetie's pussy was too much for Button and after having Rarity's mouth to warm it up, Button unloaded a huge load, shooting white ropes of cum inside Sweetie; causing her small belly to expand a bit.

"I love you Button." Sweetie screamed in orgasm, passionately kissing her coltfriend.

"I love you too Sweetie." Button moaned in Sweetie's mouth.

"Come on Babs you can take it." Applejack was encouraging her little cousin.

"It's too much, I'm gonna-aaaahhhhhh!!" Babs feel off of Big Mac's shaft, her juices gushed out.

"How was that Big Mac?" Applejack asked, running her mouth slowly down the wet shaft.

"Eeyup." Big Mac nodded.

"Did you cum yet?" Applejack asked, needing two hooves to cup his balls.

"Nope." Big Mac responded.

"Let me try." Apple Bloom said.

"If you can handle it." Applejack stated.

"Eeyup." Big Mac responded.

"Let's see you handle this." Apple Bloom didn't put Big Mac's cock in her pussy. She put it in her tight asshole.

The sudden feeling of tightness caused a cringe to go across Big Mac's face, but at the same time, Apple Bloom was close to cumming just putting it in. After watching her siblings slowly ease into each other for several minutes, Applejack knew this would be an endless battle, so decided to help out.

"Come here sugarcube." Applejack gave Apple Bloom a deep kiss, while with one hoof, pushing Apple Bllom up and down the dick, having go deeper with each gentle thrust, while as the same time, using her other hoof to cup and massage Big Mac's sensitive sack.

"Nnnnnggghhhnnnn" Big Mac was ready to blow his load.

"Here it comes!" Applejack said with excitement, pulling her sister off the shaft and began stroking it vigorously.

Babs, Apple Bloom and Applejack sat close to the cock, their mouths and tongues ready for their meal of cum.

"EEYUP!!" Big Mac came, shooting sploshes, ropes, and pools of his thick, white, chewy cum all over his family. They were almost ghost with the amount of white on them.

"You seem to be having fun." Cheerilee said to Pinkie and Fluttershy.

While the other ponies were having their fun, Pinkie was muzzle deep in Fluttershy's pussy. Her tongue, which was used to devouring candy and treats was like a gift from the gods to Fluttershy. Pinkie went at that flesh pie like it were the most delicous, sugary cake. Fluttershy's moans have grown silent as she found she was feeling too much pleasure to speak and her eyes were long since rolled to the back of her head.

"Maybe we should get involved." Cheerilee beckoned over to Twilight.

"Fluttershy, how about you use that sexy tongue." Twilight motioned over Fluttershy's face.

Despite being very sensitive and unable to string two words in her head, Fluttershy heard Twilight and opened her eager mouth, her tongue striking all of Twilight's sensitive, and sweet spots.

"Right there!" Twilight moaned, grabbing a hold of Fluttershy's head. "Drink up my pussy juices!"

"Oh yeah." Cheerilee said, wedging her way next to Pinkie. "Mind if we share."

"Oh!?" Pinkie said, lapping up some of Fluttershy's juice and kissing Cheerilee. "Have a taste." Pinkie's skilled tongue coated the inside of Cheerilee's mouth with the stick and sweet juice.

"I want to taste from the source." Cheerilee got shivers just tasting it.

Leaning besides each other, Cheerilee and Pinkie both moved their tongues in, out, up, down, and around Fluttershy's pussy, which was streaming juices and forming a small pool under her. Fluttershy soon found the strength to take her two front hooves and grab Twilight's thighs, pulling her pussy closer in Fluttershy's mouth as her tongue was so deep, it was almost knocking on Twilight's womb door.

"I'm ready to cum." Twilight called out.

"Meet too--aaahhhh!!" Scootaloo and Rainbow Dash moaned, laying on each other, as Soarin was grinding his cock between them

"It's a close one over here." Applejack said, as she, Apple Bloom, and Babs were all devouring Big Mac's cock while rubbing their own pussy lips.

"I'll cum when I'm ordered to." Rarity moaned, as her pussy was being torn open by the girth of Button's bulge as she moaned inside Sweetie's wet hole.

"Go ahead and cum you slut!" Sweetie moaned loudly.

"aaaahhhhh..aaaahhhh..aaaaahhhh...AAAAAAAAAAAHHHHHHHHHHH!!!!!!!!!!!" Everypony in the room screamed as loud as their lungs could handle as they all reached orgasm at once.

Every mare sprayed streams of sparkling, glistening juices around the room, while the stallions shot steady white globs of cum, coating several of the mares on the face, mouth, body, and pussy.

Everypny lay on the floor for a while, almost half an hour in fact; each too weak to move from all the hot, passionate sex. It was like the group orgy became a group snuggle.

"This...was..sooooo...much...fun..." Pinkie breathed heavily.

"Y-y-yeah.." Fluttershy could barely think but she never felt happier or more loved. "I love you everypony!"

"And we all love you Fluttershy!" Everypony responded.

Author's Note

Epilogue
-Scootaloo continued her relationship with Rainbow Dash, coming over almost every weekend to "work out", there were even some days when Soarin was there but Scootaloo always had her scooter ready if Soarin wasn't willing to share or wait his turn. But Soarin had his way with Scootaloo on some days.

-Sweetie Belle and Rarity decided that they both loved Button Mash, so they both became his marefriends. Which was good for everypony and even kept things interesting when Sweetie and Rarity wanted to compete.

-Apple Bloom, Applejack, and Big Mac continued to keep their their actions private from Granny Smith, which was a major turn on. Whenever Babs Seed came over, the four ponies played various games; like "Who's in my mouth", "Which hole is tighter", and "How long can you last on Big Mac".

-Cheerilee and Pinkie Pie maintained their relationship for a few years as well. Pinkie, being a mare of quick changing interest really challenged Cheerilee but those two held countless orgy parties with like minded ponies.

-Diamond Tiara and Silver Spoon kept their relationship and absolute secret. During the day, Diamond maintained her bitchy attitude and mistreated Silver, but at night it was Diamond begging and moaning for Silver to mistreat her.

-Twilight Sparkle took what she learned and presented it to Princess Celestia, who was hesitant and concerned at first. But thanks to Fluttershy's training, Twilight was able to make Celestia understand and those two have shared some nights together.

-Fluttershy, excited and grateful that her friends accepted her for who she was, found the confidence to start a side job where stressed ponies come to her for a relaxing massage. And if any customer fit Fluttershy's taste, they were given the "special" treatment.

I am glad you all enjoyed this story, I am quite proud of the massive positive turn out it received.

Now...........

Give Fluttershy a hug

Why would anypony write this?

Celestia's Sunlight pierced through the soft clouds, the blue sky stretched from horizon to horizon. The creatures of the night returned to their homes to sleep while the critters of the day have yet to arise. In a cozy cottage at the edge of the Everfree Forest, slept the adorably gently, innocently dreaming Fluttershy. The yellow pegasus awoke to the light shining from to her sweet face. Slowly sitting up Fluttershy gently shook her head, letting her pink mane flow like silk.

"Another lovely day." She said with a kind smile, her arms stretching a tired feeling away.

Fluttershy casually got out of bed, and approached the window. Opening the window, Fluttershy greeted the various birds that tweeted and chirped outside.

"Good morning." Fluttershy whistled back to the birds. "Oh my...I still have to feed all the critters."

Racing down the stairs, in her usual graceful manner, Fluttershy made her way to the kitchen, Within the kitchen were several rodents, rabbits, cats and even a ferret or two were all running about the kitchen waiting for Fluttershy. Upon seeing their angelic caretaker, the animals went into a frenzy.

"Now now little ones." Fluttershy spoke in her soft voice, reaching into a large bag of dried food from the cupboards.

Pouring the dried food in countless bowls for each critter, Fluttershy suddenly felt a hard smack on her succulent flank.

"Oh!" Fluttershy turned around to see her pet bunny Angel tapping his little foot impatiently. "Angel Bunny. You shouldn't do that to mama."

Angel ignored Fluttershy's comment and pulled out a large book with a certain, very fancy looking salad image in the book.

"Oh you want that?" Fluttershy inquired, looking over the book. "But wouldn't you like something simpler?"

Angel shook his head in disagreement, repeatedly pointing at the image; going so far as to shove it in Fluttershy's face.

"Okay okay." Fluttershy reluctantly agreed. "I guess i can make that."

So while Fluttershy was busy making Angel's fancy and complicated breakfast, three uninvited fillies were coming into view of the cottage. On their merry way in Scootaloo's scooter-wagon ride came the Cutie Mark Crusaders. Inside the wagon were Sweetie Belle, the white unicorn filly with the purple mane, Apple Bloom, the yellow earth filly with the red mane and finally, using her tiny wings to help drive her scooter was Scootaloo, the orange pegasus filly with the purple mane.

"So you think will work Apple Bloom?" Asked Sweetie Belle.

Apple Bloom patted her little hoof on Sweetie's shoulder. "Don't worry Sweetie Bell, with Fluttershy's help we won't be the Cutie Mark Crusaders......We'll be..."

"THE CUTIE MARK CRUSADER: ANIMAL CARETAKERS!!!" All three fillies shouted in unison.

Fluttershy, after feeding the critters in her house, now had to feed the critters outside the cottage. Worms for the birds, carrots for the bunnies, corn for the chickens and fish for the otters.

"Now eat it all up, but be careful not to eat too fast." Fluttershy told her animals with a kind smile. "And don't forget to-"

CRASH!!!!!!!!!!!

Fluttershy quickly turned her head, to her shook was the Cutie Mark Crusaders crashed into the chicken coop, several chickens panicking and flapping about.

"Okay Crusaders." Apple Bloom quickly go to her feet. "Let's gather up these chickens!"

"THE CUTIE MARK CRUSADER: Chicken Catchers!!!" All three fillies shouted as they galloped about trying to catch the chickens.

"Uh girls?" Fluttershy tried to call out but it came out too quietly for the fillies to hear. "Girls?" Fluttershy was loosing patience. "GIRLS!"

The fillies stopped chasing the chickens and lined up in a row in front of Fluttershy. "Yes Fluttershy?" All the fillies asked at once.

Ever since the day the Cutie Mark Crusaders spent the night at Fluttershy's and the business with the Cockatrice, the crusaders showed a form of deep respect for Fluttershy. That and they didn't want Fluttershy to give them "The Stare".

"What have I told you both about scaring the chickens?" Fluttershy gently lectured. "So please wait there while I put the chickens away."

Fluttershy took only mere seconds to "persuade" the chickens to returned to their cope. After the chickens were dealt with, Fluttershy looked back at the crusaders.

"Oh Scootaloo you're hurt." Fluttershy kindly said, holding up Scootaloo's little hoof. It was bleeding a little; probably from the crash. "All of you come inside, I'll treat that."

Inside Fluttershy's house, while Apple Bloom and Sweetie Belle watched, Fluttershy slowly cleaned and bandaged Scootaloo's cut. As an "extra precaution" Fluttershy even kissed the bandage to help it feel better.

"What are you doing?" Scootaloo asked with a blush on her face. It was a cute expression, cute enough for Fluttershy's face to faintly blush.

"Just helping it feel better." Fluttershy replied, kissing it again.

"It's fine...stop it." Scootaloo said. Though she said 'stop', Fluttershy's kisses felt good.

"How about we have some lunch?" Fluttershy suggested, trying to diffuse the tension.

"Sure." The fillies responded.

The lunch consisted of simple oats, daisy sandwiches, fresh fruits and some cider. Apple Bloom and Sweetie Belle casually ate their food, but Scootaloo was having some complications. Fluttershy, not only sitting a little too close to Scootaloo but unbeknownst to the other fillies, she's been slowly feeling up Scootaloo's hind leg for a few minutes now.

"Fluttershy...what are you..*faint moan...doing?" Scootaloo quietly asked, trying not to draw attention.

Fluttershy, realizing what she was actually doing, quickly moved her hoof away. "I'm sorry Scootaloo." She answered. 'I didn't know what I was doing.

"It's fine." Scootaloo blushed.

"Scootaloo are you okay." Apple Bloom asked, sipping down some cider. "Your face is getting red."

"Oh it's nothing." Scootaloo tried to cover it up, but her face became brighter when Fluttershy gently pressed her smooth forehead against Scootaloo's soft forehead. "Fluttershy?! What are you doing?"

Fluttershy removed her face from Scootaloo's. "You're getting a slight fever." Fluttershy replied. "Maybe you should rest on my bed."

An Apple a Day

"Today is a good day." Fluttershy said aloud to herself.

Fluttershy lay on her bed, Scootaloo to her right and Sweetie Belle to her left, both of them sleeping soundly, cuddled up against Fluttershy. All three of them were covered in wet and drying juices. It has been over a week since Fluttershy had her way with Scootaloo and it's been almost a week since Sweetie Belle has joined Fluttershy's growing harem. Within the past week, Fluttershy and her little filly lovers have lived their lives as they normally would. But when the night came and nopony was watching, Scootaloo and Sweetie Belle would steal away into the night to Fluttershy's for their pleasurable sessions.

"But I feel we're missing somepony." Fluttershy said, kissing both her fillies on their heads. "Maybe we should invite Apple Bloom next time."

Apple Bloom merrily trotted to the Cutie Mark Crusader clubhouse. She might of found a new way for them to get their Cutie Marks.

"Everypony check this out." Apple Bloom said as she made her way up the ramp. "I think we found a way to get our- WWAHHHHH!!"

Apple Bloom looked into the small clubhouse to find both Sweetie Belle and Scootaloo busy licking and sucking each other's pussies. Scootaloo was almost muzzle deep in Sweetie's sweet smelling pussy as Sweetie was gently nibbling on Scootaloo's stiff clit.

"What are you two doing?!" Apple Bloom shouted, causing both Scootaloo and Sweetie Belle to stop their actions.

"Oh Apple Bloom, we didn't notice you were there." Scootaloo said, unfazed that Apple Bloom saw them.

"We got tired of waiting so we started without you." Sweetie responded, moving her muzzle back to Scootaloo's wet, dripping pussy.

"Starting what?" Apple Bloom asked. Though she was confused and a tad scared, seeing her closest friends engaging in such an act slightly aroused her.

"Becoming a maturing mare." A voice from behind Apple Bloom answered.

Apple Bloom turned around to see a gently smiling Fluttershy was behind her. Before Apple Bloom could say anything, Fluttershy gave Apple Bloom a deep tongue kiss, almost shoving her tongue down Apple Bloom's warm mouth. The stimulation from all of this was enough for innocent Apple Bloom to pass out.

It was several hours before Apple Bloom regained consciousness, but not on her own..no no no..the feeling of somepony licking her little pink pussy shocked her out of sleep.

"What are you doing?" Apple Bloom asked, her eyes burst open to the sight of Scootaloo passionately licking Apple Bloom's little pussy.

"I'm sorry Apple Bloom." Scootaloo said between licks. "I couldn't resist the smell of your pussy, it tastes like sweet apples."

"How is she, Scootaloo?" Fluttershy asked. Laying on her bed was Fluttershy, but laying on top of Fluttershy, with her little mouth on a large, black strap on was Sweetie Belle.

Fluttershy had her skilled tongue pushing in and out of Sweetie Belle's sweet tasting pussy; all a while rubbing her hoof up and down the pussy lips.

"I can almost stick my whole tongue inside her." Scootaloo said in excitement.

"Oh damn!" Fluttershy responded, nibbling and sucking on Sweetie's clit.

"Fluttershy suck it...." Sweetie Belle moaned sucking on the strap on, pushing and pulling it inside Fluttershy's soaked pussy. "Oh it feels so good down there."

The feeling of Scootaloo's rough tongue was too much for Apple Bloom to handle. A brief tightening swelled in her belly but just as quickly, a release surged through her, cumming loads of sweet smelling juices into Scootaloo's open mouth.

"It's sooo tasty!" Scootaloo replied, the feeling of Apple Bloom's cum in her mouth was enough for her to shiver in excitement.

"Scootaloo bring her over I can give her this cock." Fluttershy said, moving Sweetie Bell off her.

"Coming..get it?" Scootaloo replied, saying a sexual pun.

Positioning Apple Bloom's virgin pussy over the large strap on. Apple Bloom was slowly lowered on top of the shaft.

"Wait..stop this." Apple Bloom begged.

"Ssshhhh it will be okay." Fluttershy comforted Apple Bloom. The shaft went deep inside Apple Bloom with almost no resistance.

There was a moment of awkward silence. The strap on went inside Apple Bloom,there was no denying that...........but there was no blood, no breaking of the hymen, it was already broken before.

"You're not a virgin Apple Bloom?" Fluttershy asked.

Apple Bloom looked at Fluttershy with tear filled eyes. "I lost my virginity a long time ago and I didn't want anypony to know cause I thought nopony would like me anymore."

Fluttershy immediately rose up, forcing her gentle lips against Apple Bloom's. Saliva and tears mixed together. "It's okay Apple Bloom." Fluttershy reassured. "We don't hate you, we love you!"

Apple Bloom felt so happy when she heard that. She lost her virginity and felt like she would be hated because of it but knowing that these ponies loved her regardless, she couldn't help but start to move her hips on the large shaft deep inside her. The feeling was mutual, the strap on wasn't attached by some cord to Fluttershy, but there was another end that was just as deep inside her pussy.

"Just keep riding her Apple Bloom. Get-em-cowpony!" Sweetie Belle cheered.

"Sweetie come here." Scootaloo said, shoving a purple double ended dildo inside her. "Come here and lick it."

Sweetie's mouth watered a little at the sight of it. The only other images of a stallion's penis was from those magazines Rarity thinks that Sweetie Bell doesn't know about.

Rubbing it with her hoof, Sweetie was impressed. "It feels so real."

"Be careful..." Scootaloo trembled and moaned. "Don't stir it around, it's deep inside me...it feels too good. Come on and lick it."

Sweetie Belle went to work and shoved that "cock" in her mouth, her tongue kissing and moving up and down the shaft, gently licking the head.

"She's sucking my cock." Scootaloo said aloud. "It feels kinda weird. My belly is feeling so tight." Scootaloo then shooed Sweetie away and slowly trotted towards the bucking Apple Bloom.

"Apple Bloom, stick out your butt please." Scootaloo said slowly leaning Apple Bloom over Fluttershy. "Alright I'm going in."

"Wait I haven't done that...my ass." Apple Bloom begged, but it fell on deaf ears. Scootaloo shoved that "cock' deep inside Apple Bloom's virgin ass.

"Oh Celestia...." Scootaloo moaned loudly. "This feels amazing!"

"Ahhh..Ahhh...mmmhhmmmm..." Apple Bloom couldn't speak. the feeling of two dildos inside her was more than she could handle, her mind was a blank.

"Aww taking it in the ass and pussy...I'm so jealous.." Sweetie Belle said, sitting in the corner rubbing her dripping pussy with her hooves.

"So..close.." Scootaloo moaned. "I'm gonna-"

"AAAAAAAAAAHHHHHHHHHHHHH!!!!!!!!!!" Both Scootaloo and Apple Bloom both screamed in orgasm, plopping over Fluttershy.

"What the buck!" Fluttershy was a little miffed over this. "You both came before me."

"Master...I still haven't cum yet either." Sweetie Belle begged in the corner of the room, her little flank and dripping pussy facing Fluttershy. "Please fuck my ass, I want it so badly!"

"Master? I kinda like that nickname.Well if you insist." Fluttershy agreed, moving Scootaloo and Apple Bloom off her.

"Okay, then I'll keep going with Apple Bloom." Scootaloo cooed.

Fluttershy positioned her "cock" at Sweetie's tight butt hole,slowly pushing it inside her. To which Sweetie immediately shivered and moaned loudly.

Scootaloo continued shoving her "cock" inside Apple Bloom's gushing pussy. Apple Bloom was passed out, a look of great pleasure was across her little face.

"Looks like Apple Bloom enjoyed this." Scootaloo noticed, already on her third orgasm from being inside Apple Bloom.

"Looks like she did." Fluttershy agreed, her tongue dancing with Sweetie Belle's as Fluttershy continued shoving her "cock" in and out of Sweetie Belle's ass.

Fluttershy has claimed the Cutie Mark Crusaders as her own, she was so happy and felt almost fulfilled but she couldn't help but wonder. "But who took Apple Bloom's virginity?"

Deep Tissue Massage

Fluttershy lay her graceful head back into the train seat, her eyes gazed upon the view outside and then back at the interior of the train. The room she was in was a private room, or at least it was since there were no passengers in with her.

'I was glad I could help those poor birds.' Fluttershy thought to herself. 'But why would anypony name their pet bird Mayday?'

Fluttershy looked out into the hall and saw a group of fillies running up and down the hall. Fluttershy's mouth could almost water at the thought of what she'd do when she got home.

'This is strange.' Fluttershy thought to herself. 'Normally I can repress my desire. But it's been getting harder.' Fluttershy looked back out the window, trying to distract herself. 'When this all begin?'

Fluttershy's thoughts soon faded away and drifted to her first time:

Twilight Sparkle was trotting along the dirt road towards Fluttershy's cottage. Eventually arriving at her destination, Twilight calmly knocked on the door. It wasn't long before Fluttershy came to the door.

"Oh Twilight." Fluttershy greeted. "Come in."

Twilight walked into the room. Her walk seemed almost forced.

"Are you okay?" Fluttershy asked in concern.

"Oh it's nothing too serious." Twilight answered. "I actually came because I need some help."

"Help?" Fluttershy asked.

"Well you see." Twilight explain, sitting down. "I was up all night decoding some old books that the princess sent me and I seemed to of pulled a muscle."

"Oh I see." Fluttershy inquired. "But then why did you come to me?"

"Well I went to Rarity for some help." Twilight said. "But she said that you were really good at giving massages."

"So you want a massage?" Fluttershy asked.

"If you don't mind." Twilight said.

"Oh no no no, I don't mind." Fluttershy gestured Twilight towards a couch. "Please lay there."

"On a couch?" Twilight asked.

"Just a moment." Fluttershy said, but then took her hooves on the back of the couch and pushed down, turning it into a flat bed. "Here you go."

"Oh it was a futon." Twilight said as she lay on her stomach.

Fluttershy looked over Twilight's body. For a pony who didn't care much for appearance and focused on studies, Twilight had a remarkably slender body.

'Okay Fluttershy..Focus!!' Fluttershy snapped herself out of her staring.

Fluttershy started slow, gently pressing her hooves on the tops of Twilight's back and eased her way up and down.

"How does it feel?" Fluttershy asked.

"mmmmm..It feels great." Twilight almost moaned. This was her first time getting a massage after all.

"Oh okay." Fluttershy blushed, she didn't have much confidence in her ability to give a massage and the complement was nice.

Fluttershy continued her massage, pressing hard against the tense areas of the back, shoulder, neck and sides; while maintaining a gentler touch along the hips, arms and legs. Twilight felt every part of her body tingle and wondered why she never asked of this before. But there was a new feeling, coming from a lower area. Only once or twice did Fluttershy's hooves come close to Twilight's sensitive region but never touched it. This feeling felt just as tingling as the rest of her body, but Twilight could feel the area almost ache. The aching didn't hurt but Twilight felt the need to rub it. But she couldn't do that, not in front of Fluttershy.

"I'm almost done." Fluttershy said. "I just need to finish up the neck and head area."

Twilight could only answer with a faint moan, as she was trying to focus on not touching herself. Fluttershy's hooves eased their way up Twilight's neck and slowly got to work on the head. Massaging the temples, forehead and crown. By accident, Fluttershy tapped Twilight's horn.

"eeeeee!!" Twilight said, almost jerking her head up.

"Oh my are you okay?!" Fluttershy thought she hurt her friend.

"No no I'm fine." Twilight said. "My horn is just a little sensitive."

"Also, are you sure you're okay?" Fluttershy looked towards Twilight's rear. "You seem to be moving your hip and rear legs a bit."

"Oh it's nothing." Twilight was too embarrassed to tell the truth. "Please continue, this feels really good. I'm tingling all over."

Fluttershy continued her massage and all awhile, she noticed Twilight's lower body squirm a little. Twilight may of said it was nothing, but Fluttershy was not fooled. Although she looked innocent, but as the only care taker of animals, Fluttershy was well aware of the signs of a female getting sexually pleasured and Fluttershy was enjoying this. The feeling that you are bringing somepony pleasure delighted Fluttershy and it was when she touched Twilight's horn did she really look like she enjoyed it. Fluttershy was nervous about whether she should touch her friend's horn, but she wanted to give her friend as much pleasure as possible.

"Fluttershy? What are you-oooohhh aaahhhh mmmmhmmm.." Twilight couldn't resist as Fluttershy started to rub her hoof up and down the shaft of her horn.

The sensation in Twilight's lower parts intensified and she felt as if she was ready to burst.

"Fluttershy, please...I'm gonna..I'm gonna--AAAAAHHHHH!!!!" Twilight shouted as she reached climax, her horn shot several sparks, but then it shot an accidental burst of magic.

This burst, enveloped Twilight and gently knocked Fluttershy back a couple feet. When Twilight was more visible, there was something different about her. The magical burst accidentally turned her into a filly.

"What happened to me?" Twilight asked in panic, but then the same sensation washed over her again.

This time, Twilight was unable to resist. After all, a filly with the current libido of a full grown mare, it's just not possible to contain it. So Twilight took her little hooves and started rubbing her wet, tiny marehood at a fast and steady rate.

"Twilight?!" Fluttershy was surprised and at the same time, trying to not have a heart attack from how adorable and hot the scene in front of her was.

"Flut...ter..shy..aahhhhh,mmmmmmmhhmm" Twilight moaned and couldn't stop shaking her hips to the feeling of her hooves. "I can't stop. I need help."

"Don't worry Twilight." Fluttershy was determined to help. "Just lay back and I'll help you."

Fluttershy eased Twilight onto her back and started with a soft, gentle kiss. Both their lips embraced each other in a loving manner. But Twilight, who was 90% in nympho mode, shoved her young tongue into Fluttershy's mouth. Despite this being her first time....with a mare that is, Fluttershy didn't mind a little tongue, and decided to have her tongue join in. Both mares' tongues hugged and danced with each other.

"How was that?" Fluttershy asked, moving her mouth away.

"It felt amazing." Twilight said, panting and breathing heavily. "But my lower parts....it still aches.."

Fluttershy almost died from how adorable Twilight was being right now. Don't worry Twilight. I'll help you feel better."

Fluttershy continued to give Twilight a few kissed and started moving her kissed lower and lower but at a slow rate. Each kiss felt like a new spark of pleasure in the sensitive filly's body. It almost felt like an eternity before Fluttershy had Twilight's little, wet pussy staring her in the face. Fluttershy couldn't explain it, although she has only been with one or two stallions and that one incident with Pinkie, she has never been as turned on as she was now. Maybe she was actually into mares or at least foals. Gently and almost instinctively, Fluttershy's tongue came from her mouth and slowly ran itself across the tiny pussy, moving down to up and ended with a flick of the little clit.

"mmmmhhhmmmm..aaahhhhh" Twilight felt amazing, her body was surging with pleasure. This was her first time sexually with anypony and it felt amazing. "Pleeas..aaahhh..kkepp..mmmmhhmm...ggoooiinng.."

Her adorable moans was getting Fluttershy all hot and wet too. She couldn't resist the urge to rub her own pussy while her tongue and other hoof started to have their way with the rather tasty pussy in front of her.

"Do you want to feel better?" Fluttershy dare ask in her own feelings of pleasure.

"Yes..please..." Twilight said, then felt her light body picked up.

Fluttershy laid on her back and placed the filly on top of her, with Twilight's pussy facing her and Twilight's red blushed face, staring at Fluttershy's soaking marehood. Fluttershy wasted no time and gently began pushing her tongue inside the filly's pussy.

"Ahhhh!!" Twilight's body felt tight and almost electrified.

The feeling of Fluttershy's wet tongue penetrating her little virgin pussy, didn't break the hymen but it still felt amazing having her pussy opened up. Twilight, in her own heat, couldn't hold back and started playing with Fluttershy's pussy, Her little tongue was just the right size to teased and play with the clit, even giving it a few nibbles.

"Oooohhh..mmmhmhmhm. Twilight.. right there..." Fluttershy moaned, putting more effort in her own hoof and tongue work.

Twilight also noted that her hooves with also the same length and width of the average stallionhood. After a quick consideration, Twilight slowly eased her hoof into Fluttershy's pussy. It felt tight and warm as the pussy walls embraced the filly's hoof and was almost greedily sucking her entire arm inside. It felt as though a stallion's huge cock was fucking her again.

"Ohhhh aaahhhh" Fluttershy was moaning like a nympho as well now. "Twilight, if you do that,....aaahh..I won't..mmmhhhmm...last..."

"Me too." Twilight moaned feeling herself ready to burst again.

"Let's do it..." Fluttershy said. "Let's cum...together..."

"Aahhhh aaahhhhhh!!!!" Both ponies came at the same time. Twilight's juices spraying on Fluttershy's face and Fluttershy's juices coated Twilight's arm.

The sensation made Twilight's horn light up again and the magical burst occurred again. Fluttershy felt the shift in weight as the small filly on top of her became the fully grown mare again. Luckily, Twilight rolled off of Fluttershy and lay next to her, breathing heavily from cumming.

"We should do this again sometime." Fluttershy suggested to the exhausted Twilight. "Oh I know, if you ever want one of my 'massages', just give my right shoulder a couple taps."

Twilight nodded but soon fell asleep, with Fluttershy cuddling up with her, both had happy and satisfied smiles.

'Yeah that was a good day.' Fluttershy thought, exiting the train. 'Speaking of, I haven't done it with her in over a month.'

At the station, Fluttershy was greeted by her friends and even the Crusaders. Everypony went up, giving Fluttershy a group hug, welcoming her home. While in the hug, Fluttershy felt the distinct feeling of two taps on her right shoulder.

Knowing what that meant, Fluttershy let out a loving smile. "There's no place like home."

Author's Note

It has come, the finale is upon us. No word limit, everypony in the book will be involved. Begin those fantasies, grab the tissues, dim the lights and get ready for action.

"Now stay tuned." Fluttershy says to you.

"OR-I-WILL-FIND-YOU!!!!!!!!!!"