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!!!!!!!!!!"