Fluttershy sighed as she walked along a corridor. She and the other elements had come to visit during their estrous week to avoid being knocked up as Rainbow Dash put it. she didn't mind the idea of a small foal to cuddle next to at night but like the others she didn't want it to be some random stallions who could use it as leverage against her. Needless to say that hadn't happened for her friends. The heat had driven them to find stallions in the castle who would willingly bed them.

She could only remember that Twilight had slept with a stallion by the name of Flash Sentry. He was a gentlecolt she supposed but he seemed big and mean to her. The thought of him laying on top of her at night made her nethers fell somewhat warm while it made her mind scream from fear. No what she wanted was a kind stallion who would treat her good and make nice love to her. She smiled at the thought of Big Mac and her but she shook her head. As much as she liked Mac she didn't want him to be the father of her foal.

Rounding a corner she smelt the scent of a stallion who had yet to be taken. She burst into a gallop rounding another corner to come face to face with a guard. "AHH!" she rammed into his chest dazing herself a little bit. Looking up she saw a tall stallion whose muscles were rippling from the effort of trying to stay standing. She looked up even farther to find his face in a scowl as he locked eyes with Fluttershy."I'm sorry, please don't hurt me." she squeaked out.

The guard scowled even more as he stared down at her. He slowly began to smell the air around him. His face turned from a scowl to a smile as he grinned devilishly. He spoke with a thick Trottingham accent "Hey baby you need that itch scratched?" He came close to her face while wearing a smug grin. Flutter shy hid behind her main and meeped. "No th, thank, yo, you." she whispered.

His face turned to a scowl before it became a smile again. "Ah come on, I could make you feel reel good how about that?" She shook her head which only elicited a growl form him. "Now you listen here. I've been walking around the castle all day smelling you sluts flaunt your flanks. So your going to give me so, understand?" her body was shaking violently as he talked to her. "I said do you understand?" he growled at her.

"Ple, plea, please do, don't. I do ,don't want it." her voice cracked as tears flowed from her eyes. He snarled and advanced on her. Less than a foot away from her he began to laugh.

"Oh its funny how you think I'm going to give you a choice. No I'm going to throw you down on this floor, mount you, and fuck you so hard you wont be able to walk straight for months." his evil smile only seemed to enforce to idea that she was going to be raped. She gulped as he forced her into a wall. He began laughing as she looked for a way out. There was none, she was between a stallion who wanted to rape her and a wall. She gulped.

"I Think not corporal." Fluttershy turned and gaped. Standing there in all her beauty was princess Celestia. Her glare at the stallion could melt mountains. His eyes went wide and his tail went between his legs. "Now do you want to tell me what was about to happen here?" her voice carried an authority that would make anyone cringe.

"Nothing, your highness." he stammered out.

Her head lowered to meet his. The stare only intensified as he shook. "That's a nice story but I want to know what really happened. Oh and for lying to me you'll face one month jail time. Now tell me." there was a soft piddling noise as he pissed himself.

He nodded his head. "I could smell that the lady had and itch so I offered to help her with it and she said no. It made me mad so I said that I was going to help her anyway and it escalated to where we are now princess." he stammered out. Fluttershy couldn't help but laugh at him in her mind. Looking at Celestia she saw the rage that was as clear as day on her face.

"For harming one of my personal friends and attempting to commit rape you will serve five years in prison and be stripped of your rank," he nodded briskly "Now get out of my sight and report to your commanding officer for your transport." he flew away like Spike did when Rarity got mad one time. It brought a smile to Fluttershy's features. "I'm so sorry about that Fluttershy, are you alright?"

She nodded "Yes princess I will be. Thank you for saving me." Celestia just smiled and beckoned for Fluttershy to come with her. They walked through the halls in quiet as they neared their unknown destination. They arrived at a set of double doors guarded by two guards. Celestia dismissed them and beckoned Fluttershy through the door. On the inside it turned out to be Celestia's bedroom.

They sat down on the plush bed. Celestia smiled softly at her. "Why don't you tell me what happened Fluttershy." and so she did. As tears streamed down her face she told the princess how she had been in heat and how her friends had found stallions but she hadn't. So she went to look for one, one thing led to another and here they were now. The princess nodded and smiled. She hugged Fluttershy close as her body was racked with sobs. "Shhh, there, there."

"I'm sorry princess, its just my emotions are all over the place and my body is crying out against me." she managed between hiccups. The princess folded one of her wings over her and smiled.

"Its quite alright Fluttershy, a estrous cycle is a very stressful time for a young mare," she smiled and her eyes betrayed something else working in her mind. "I know that your body is crying out for a foal. What if I could tell you a stallion that would be willing to mate with you?"

Fluttershy's head popped up as the words reached her. A stallion who would mate her and end her terrible heat. she nodded furiously at the princess who smiled softly. "There is a catch though, once you mate this stallion you cannot have any other." her face was like steel. it wouldn't budge. Fluttershy began to think it over, a stallion to breed her but then she couldn't have any others or face her heat.

"Is he kind and caring?" Celestia giggled softly and grinned. "Yes, I know him personally and a lot of people like him." Fluttershy began to think more, being some random stallions mate and having a foal or the chance of being raped in the street. She looked back at the princess who looked nervous. She smiled and she nodded her affirmation.

Celestia's face lit up like thousand fireworks had gone off. She let a breath go and giggled. Turning her attention back to Fluttershy she grinned. "Good, this makes me very happy." Before Fluttershy could question what she meant by me, her lips locked with Celestia's. Her eyes went wide as she stared at Celestia who had her's closed and a look of relaxation on her face. She pulled away grinning like a filly.

Fluttershy was curious, though the kiss felt good she though she was going to be with a stallion. Her curiosity peaking she asked a question "Princess I thought you were going to introduce me to a stallion?" Celestia stopped then started to laugh. Fluttershy not knowing what she was laughing about began to pout.

Celestia began to calm down and smiled. "I'm sorry my dear Fluttershy but I had to have your full cooperation and agreement before I told you," she laid back to expose a toned belly. Further down where a vagina should have been sat a sheath. Out of the top came a white cock that had speckles of black on it. Needless to say Fluttershy's jaw hit the floor. "You see being an alicorn changes your body. Most know that you either gain wings or a horn but there are more subtle changes. One is that your body changes so that you can have set of stallion genitalia and mare genitalia."

Her explanation done she shifted forward and kissed Fluttershy again, this time with more passion. She broke away, only leaving Fluttershy even more confused. "Why me princess? I'm not special and I'm no different that anypony."

"That's where your wrong. Your very kind and beautiful and as to why you, because your a very special friend and I saw that you were having troubles so I thought it was a win, win." She blushed and looked away fidgeting. "You don't want this do you?"

Fluttershy jumped forward and hugged Celestia. "No princess, its just that it surprised me. When you said stallion I thought that you meant an actually stallion, not your situation," she smiled and pointed a hoof towards her naval. She kissed her and smiled. "I do want this, that is if its okay with you?"

Celestia lunged forward with a speed Fluttershy had never scene. It made her land on her back with the princess over top over her. Looking between them she could see Celestia's monster of a cock extend out of her sheath. It made her gulp in anticipation. It poked her lips only to make them wink. She looked at Celestia whose face was one of concentration. "What are you doing Celestin?"

She smiled and spoke "I'm making my claim Fluttershy." with one thrust she hilted inside of Fluttershy. Her mouth opened in shock as she felt Celestia touch the enterance to her womb. Fluttershy moaned as Celestia moved slowly in and out of her. She felt a tingling sensation on her teats, looking down she saw them being fondled by Celestia's magic. She let out a throaty moan as her nipples hardened and began to leak milk on herself.

Celestia's teats on the other hand were swinging low and rubbing over Fluttershys legs. The sensation of her nipples rubbing over soft fur induced even more pleasure. Her wings sat erect as she began to pick up the pace on her humping. As she hilted faster and faster a problem presented itself. She kept ramming against Fluttershys womb bruising it. Sticking her tongue out in concentration as her magic opened her womb.

Feeling this Fluttershy moaned and began to climax. The sensation of Fluttershys vagina clamping around her like a vice sent Celestia over the edge. She grunted and let loose a wave of spelunk into Fluttershys baby maker. Panting she pulled out and fell to the side, smiling she pulled Fluttershy close. "I love you Fluttershy."

Nuzzling into Celestia's coat she sigher. "I love you too princess." She smiled as Celestia draped and wing over her. She had a new mate and in eleven months a foal to call her own. She soon snored as Celestia watched over her, smiling.

Author's Note

This is my first clop fic so I don't think it'll be great. Anyhow comment rate don't be too hard. Thanks for reading, I'm out.