Flutterbat Sucks an Apple Dry

“Take that, you… you…”

Rainbow Dash slowed the pounding of her hooves against what she had guessed would be flesh, as she noticed the being she was assaulting was neither fighting back, nor giving any hint of resistance. Halting her blind fury, she pulled her head back, letting the moonlight illuminate her target.

“You… scarecrow…”

Rainbow Dash sighed, as she realized her foe had been only the creation of her paranoid mind. This was the second time it had happened! Taking a deep breath, and trying to calm herself, Rainbow lowered her head in embarrassment.

Thank Celestia none of my friends were here to see that…

Grunting, she pulled herself off the limp figure. Making sure such a thing would not fool her again, she picked up the dead weight of the false pony, and placed it in the center of a clearing, to lie where the light from above revealed its true, harmless nature.

With that done, Rainbow Dash continued her search for Fluttershy. Flapping her wings, she lifted effortlessly off the ground, and then began to fly over the trees, scanning the ground and mess of darkened branches below her with watchful, frustrated eyes.

“Fluttershy!” she called out. “Hey, Fluttershy! Come on out!”

Continuing forwards, still with no sign of her friend, Rainbow listened for any response. When none came, she called out again. The trees around her seemed to distort her voice as it echoed back, only adding to the creepy atmosphere of mangled branches, and dark silhouettes.

The moon above cast its silvery light down, just soft enough not to outshine the stars. The sky was clear of clouds, displaying Luna’s night in its full splendor.

However, as the light found its way down to the orchard, the twisted, seemingly sinister branches made long shadows across the ground, as half-eaten and rotten apples littered the ground, their juices eaten by bats on the day before, and today, an insane pegasus. A pegasus that Rainbow Dash knew she had to help regain her senses, one who was her friend, but yet, one who also caused her to quake with fear.

Gulping, Rainbow Dash’s mind once again began to question whether it had been a good idea for her and the rest of the search party to split up, when Fluttershy, in her new, horrific form, could be anywhere. Who knew what her motives were, either? Perhaps this was even what she had wanted them to do…

Lost in thought, Rainbow Dash almost missed a scream of terror as it sounded somewhere in the distance.

What was that? she thought. Was that one of my friends? I’ve gotta help them!

With quick reflexes, Rainbow immediately set off towards the source of the sound. No matter what had caused the pony to cry out in such a way, her loyalty demanded that she do whatever she could to protect them.

As she approached her top speed, more screams came, all emanating from the same position.

Beating her wings hard, and picking up speed, Rainbow Dash rushed forwards, anger appearing in her features as her eyes narrowed, as she clenched her teeth behind her determined frown.

Whatever that is had better not be hurting one of my friends, she thought. Just wait 'til I get down there. I’m gonna…

As Rainbow arrived at the source of the cries, she looked down, searching for some threat for her to face, or some companion that she might defend.

Below her, a dark silhouette of a pony squirmed, as it lay on the ground screaming loudly. Was it hurt? It looked to be… trying to rub something from itself?

“Oh noooooooooooo~! My expertly styled mane! My lovely coat! It’s ruined, absolutely ruined! Oh, why does this always have to happen to meeeeeeeeeeeee~?”

Recognizing Rarity, Rainbow sighed in both relief and frustration. Here, she had thought there was real danger lurking about, but it turned out to be just her snooty friend acting like the drama queen she always was. She had wasted her time to rush over here, and that was not cool.

She quickly scanned the area for hostiles just to be sure it was safe, but found nothing. She hoped that this wasn’t what it looked like, that this wasn’t a waste of time, but the skid marks in the road, and a pony-shaped imprint in the mud told the tale. Rarity had just slipped and fallen in the mud, and was now fussing over her mane.

While Rainbow Dash loved her friends, and cherished their companionship, times like these made her wonder how she had met and befriended the fashionable mare. They hardly shared interests, and their dreams were completely different, but they had come to understand and care for each other regardless.

That is, except in times like these.

“Oh, come on, Rarity.” said Rainbow, folding her forehooves in front of her chest. “I heard you screaming and thought you were getting assaulted by something dangerous, not just mud.”

Rarity jumped at the sound of Rainbow’s voice, letting out a squeal of surprise, but realizing her company wasn’t hostile, soon returned to running her hoof through her mane, trying to clean it out.

“I’ll have you know, Rainbow Dash, that mud can indeed be very dangerous if not applied to the skin just right.” She said haughtily, as she stuck her nose up, trying not to give any sign of embarrassment.

Rainbow Dash shot Rarity a disapproving glance.

“Whatever. As important as your frou-frou fashionista mane might be, next time you get mud in it, could you not scream so loud? Everypony from here to Canterlot must have heard you!”

“Hmph!” replied Rarity, trying her best to maintain her composure. “Maybe I will, maybe I won’t.”

Determining it was no use trying to reason with the unicorn, Rainbow smacked herself in the forehead with a hoof.

Why had she expected anything different from Rarity?

“Whatever,” she said, turning in the air to resume the search. “Let me know if you actually find anything important.”

With that, she left the fussy unicorn behind to muddle with her mane. There were more important things for her to attend to, like looking for Fluttershy, and trying to solve the problem plaguing this orchard in the first place.

Moving once more, she flew towards the center of the orchard, scanning the trees as she flew over them. Calling out Fluttershy’s name, she adopted the same pattern from earlier. She would call out to the abandoned farmland, before listening for any response, though none came each time. Another call, then another silence. more trees flew past her vision, as she flew over them, but none contained any trace of the yellow pegasus that she was searching for.

Grunting in frustration, Rainbow Dash continued on.

Then she heard a soft, unmistakable sound echoing from nearby. It started so soft, Rainbow could have sworn it was the wind, but then, as she flew forward, it began to sound closer, louder, and clearer.

It was Fluttershy singing.

“Hush now, quiet now,

It's time to lay your sleepy head.

Hush now, quiet now,

It's time to go to bed…”

There was no doubt in Rainbow Dash’s mind. This was Fluttershy’s singing voice, singing her favorite lullaby. Her mind instantly began to ask questions. Why was Fluttershy singing, and why a lullaby of all things? If she’s able to sing, does that mean she somehow changed back to normal? Who is she singing to?

However, Rainbow knew that the only way to sate her curiosity was to see for herself, so she slowed the flapping of her wings, swallowed her fear, and began to move cautiously towards the source of the sound.

Peeking over the top of one of the ruined apple trees, Rainbow found herself looking into a small, grassy clearing.

Very little moonlight filtered through the trees, as the clearing was close to the very center of the orchard, and the grass was thick and unkept. A small dirt path made its way through the center of the clearing, though given the state of the rest of the orchard, it would more likely be a mud path now. A few bushes were placed here and there, but most of the ground space was merely littered in apple cores, and other pieces of half-eaten fruit.

Looking over the clearing, Rainbow could see no sign of Fluttershy.

Instead, in the center of the clearing was the unconscious body of Applejack.

Seeing red drops of blood trickle their way down from fang marks in one of her flanks, Rainbow Dash immediately dove from her vantage point, abandoning any form of stealth in favor of getting to her friend as soon as she could.

The sound of Fluttershy’s lullaby continued to fill the clearing, seeming to come from all directions at once now.

“Drifting off to sleep,

The exciting day behind you…”

“Oh my gosh, Applejack! What happened to you?” said Rainbow as she reached her friend’s side. She looked over the body, immediately looking for signs of life. Lifting Applejack’s head, she checked for a pulse. Finding a somewhat steady heartbeat, and noticing that the orange pony was still breathing, Rainbow felt a wave of relief wash over her as she realized Applejack wasn’t dead… yet.

She placed her hoof over the wound, hoping to stop the bleeding at least temporarily. Applying a bit of pressure, she simultaneously checked Applejack for any other injuries.

“Drifting off to sleep,

Let the joy of dream land find you…”

As she checked Applejack’s body over, she suddenly discovered the trickle of white fluids coming from within her friend’s heavily stretched love tunnel.

By Celestia, Dash thought. What in the world happened here?

“Hush now, quiet now,

It's time to lay your sleepy head.”

Dash’s mind ran a mile a minute, as she heard Fluttershy’s voice seem to grow louder around her, as she held the body of her friend.

I can’t stay here! Whatever happened to Applejack might happen to me! I need to go and find… but no, Applejack needs medical help, and now!

Left with no other option, Rainbow Dash yelled to the surrounding trees, calling for help.

“Twilight! Pinkie Pie! Rarity! I need help over here!” She screamed, as the melody continued, drawing ever closer to its conclusion. “I’ve found Applejack, and something’s happened to her! Somepony help! We all need to get out of here, and fast!”

Hush now, quiet now,

It's time to go to bed…”

There was no response, except for the last bits of the song, as the haunting voice finally trailed off, the melody ending.

A shiver ran down Rainbow’s spine as the clearing fell into silence again.

She felt her friend’s blood on her hoof, and spread her wings, ready to flee at any moment, should she need to. She watched the trees carefully, looking for anything that might appear, and hoping to be ready for it when it came.

She heard a light flap of wings behind her.

“My my, I wasn’t expecting you to find us this fast, Rainbow Dash~.”

Rainbow immediately sprung up into the air, taking off at high speed. She didn’t like it when ponies snuck up on her, and especially not when she knew there was danger about. If Applejack’s condition told her anything, it was that the orchard was no longer safe.

Leaving a bright, rainbow-colored trail behind her, Rainbow Dash fled the scene, flying over the apple trees. Flapping her athletic wings with all the energy she could muster, she shot forward like a bullet, picking up more and more speed as she tried to put as much distance as possible between herself and the spot where she had been startled, and where she had found Applejack. She wasn’t sure what had happened to the apple farmer, but she sure didn’t want it to happen to anypony, especially not herself.

Rainbow briefly looked back over her shoulder, checking if anypony was pursuing her. She hoped it wasn’t the case, hoped she was still alone in this dark orchard, hoped this was all just another trick played by her delusional mind.

But it wasn’t.

A dark shape was rocketing right after her, keeping pace and rapidly closing in.

Turning around with a jerk as her eyes flew wide with surprise, Rainbow Dash put on another burst of speed. She began to fly lower as well, so that she now had to twist and turn between trees, as their drooping branches made obstacles for her. Swerving left, right, up and down in quick, practiced movements, Rainbow kept up her speed. The tree branches scratched at her sides slightly, occasionally hitting her wingtips as she swooped past them.

Moving in the most complicated patterns she could manage, Rainbow flew, never looking back. She focused her entire being on dodging the trees as they came, making sure she did not, for any reason, slow down.

After what felt like hours of furious aerial maneuvering, Rainbow’s mind began to calm itself. Was she safe? She hadn’t forgotten that Applejack lay in that clearing, bleeding out. Surely, her pursuer had lost her by now, right? Could she go back and find her friend?

Slowing the flapping of her wings slightly, Rainbow Dash looked back. Was her pursuer gone? Was she safe?

But no, it was still there, the dark shape matching her pace, weaving through the trees just as gracefully. The only visible parts of the silhouette were glinting, sharpened fangs and a pair of red, bloodshot eyes.

Holy crabapples! thought Rainbow, shocked. How is that even possible? There’s nopony in Ponyville who’s even close to how fast I am! I need to…

Thud.

Suddenly, as Rainbow Dash turned her head forwards, she found herself ramming straight into the trunk of a tree. The tainted and withering leaves soon became just about all she could see, as branches surrounded her, painfully hitting her wings, and forcefully knocking some of her feathers out.

Feeling a sharp impact as her head met tree bark, Rainbow Dash was dazed for a few seconds, forgetting the situation at hand as the world spun around her.

It was only a temporary setback, however, as she quickly shook her head to clear it. Thinking to immediately resume her desperate flight, she pushed against the branches about her with her hooves as she moved her wings, trying to free them so she might get out of this accursed tree.

To Rainbow's dismay, neither seemed to work. Her wings could barely move, trapped in a tangled mess of wooden limbs that seemed almost unable to bend or break, and as she pushed at those below her with her stronger hooves, they would only creak and move back into position as she pushed against them. The terror in the back of Rainbow's mind intensified again as she realized her new predicament.

She was now stuck in a tree, completely helpless as the dark pursuer approached.

Cruel laughter sounded from somewhere behind Rainbow.

"And here, I was thinking that I would have to catch you and pin you down myself! Now, I don't need to lift a hoof, for the best flier in Ponyville has trapped herself in a tree! Nice going, Rainbow Crash!”

Something about Fluttershy's voice disturbed Rainbow Dash deeply. It could have been her newfound confidence, or the mysterious way she was carrying herself, but Rainbow thought she heard something new in her friend, a lower, more menacing voice that spoke like a demon as it possessed the once-gentle pegasus.

Just the thought of such a thing made her shiver, a cold sense of dread filling her.

Struggling against the branches again, Rainbow flexed the muscles in her wings as hard as she could, but the restraining wood would not budge. Growling in frustration, she found it was no use. The only way she could get out of this was with somepony else's help, and from the sound of it, she wasn't likely to get any from the pony who was slowly approaching her from behind.

Fluttershy chuckled as she eyed the blue Pegasus. The foliage was thick around Rainbow, blocking her upper body with a mass of leaves. Her hind legs stuck out of the brush, along with her athletic, muscled, juicy plot.

Her tail hung loose, the rainbow streak of color obstructing just enough of the view to not completely expose her, but still give Fluttershy a hint of arousal as she watched. The hindquarters wiggled slightly as the mare struggled against the tree branches, but making no visible progress towards slipping out of the snare of wooden limbs.

Fluttershy watched the mare squirm, forming a toothy grin as she relished in Rainbow’s fear.

"Well, here you are, Rainbow, helpless before me, just like Applejack was. You might not be an Apple, but I can make do. I'm sure you have plenty of tasty juices…"

Rainbow Dash recalled the state of the orange pony when she had found her. The fang marks that were her one bloody wound… Had those been made by Fluttershy? Did that mean she was a true vampire pony now, who wished only to drink her blood? Rainbow could hardly imagine Fluttershy, the most timid of ponies, ever doing such a thing, but the monstrous voice behind her changed all that. It could happen, and it was happening now.

"Fluttershy…" Rainbow whispered through gritted teeth. "What happened to you? I thought you've been my best friend since flight school, when we were just fillies… Don't tell me you're just going to forget all that! Snap out of it, and help me out of this!"

The defenseless, athletic plot wiggled in front of Fluttershy, calling out to her darkest instincts and desires. She licked her lips with a long, distinctly un-ponylike tongue.

"I've never forgotten, Rainbow Dash." Fluttershy said, as she landed softly on a branch that was sticking out conveniently near the spot where the other Pegasus had crashed. Her wings stopped their slow flapping, folding at her sides as she advanced towards her friend, drooling slightly as she anticipated the feast to come.

"All those years I've spent with you, Rainbow, those years of growing friendship, attraction, and closeness… They only make me want to do this all the more. Oh how I've grown to love you, to desire you, to lust for you… I can't wait to have a taste… of your lovely, thick blood…"

Fluttershy's tongue, wet with saliva, met Rainbow's flank, and lovingly began to trace small circles around her cutie mark. Filled with sensual desires, Fluttershy savored the taste, which, while quite different from Applejack's, had its own delightfully colorful flavor.

Feeling the uncomfortably moist tongue slide up and down her cutie mark, Rainbow Dash grunted, the unfamiliar sensation unsettling her ever more, as terror took hold. Struggling madly against her confining prison of foliage, she tried to move her hindquarters away from the tongue, but found no relief from its loving touch. Rainbow shivered nervously, as she was forced to let the predator take its first taste.

And now that Fluttershy had gotten a taste, there would be no way she could be convinced to stop.

"C-cut it out… Don't do this…” whined Rainbow quietly, though she knew such feeble comments could not free her.

Fluttershy laughed as she continued to taste the pony in front of her. Teasingly, she lifted a hoof and batted at Rainbow's tail, causing it to swish to the side, revealing the treasure it had been hiding for a moment before swaying back into place.

If Fluttershy could see through the wall of foliage separating her from the face of her prey, she might have seen Rainbow Dash, the self-appointed "most awesome pony in Ponyville," blushing a deep crimson as a squeak of fright left her lips.

Her sensitive ears, however, heard all she needed. Her friend was much more sensitive here than she had thought.

"No, Fluttershy! N-not there! Lemme go!"

"Not where? Here~?" said Fluttershy teasingly, as she pushed Rainbow Dash's tail aside once more. This time she held it up with her hoof, pulling it forcefully out of the way as she revealed Rainbow's marehood, a soft pink slit that stood out among the light blue fur.

Instinctively pulling her legs together, Dash tried everything she could to hide herself, but it just didn't seem possible. Fluttershy held her tail up, and despite the small wiggles that she made in protest, she could do nothing to stop Fluttershy from seeing her most private areas.

It's adorable, Fluttershy mused as she looked over the untouched, virgin snatch. Too bad it won't stay like that after I'm through with her…

She strained her neck forward, and lightly touched the slit with her tongue.

Rainbow's reaction was immediate, frantic, and filled with panic.

"A-Ah! G-get away from there! You can't just…"

However, as long as her restraints held her, Rainbow could do nothing to stop the yellow bat pony from using her as she pleased.

A toothy grin spread across Fluttershy's face as she ignored Rainbow's protests, instead choosing to violate her further. Her tongue swept over Rainbow's lady bits, slowly leaving a trail of saliva over the sensitive skin. Once it reached the end, she stopped, before making the agonizingly slow way back down, touching over the same skin once more. Up, then down again, she slowly began to add more and more pressure, pushing harder against the heated nethers.

Rainbow Dash shivered as she felt the unfamiliar touch on her slit. She could feel Fluttershy back there, the movement growing ever faster as the tongue swept over her folds. While Rainbow might have touched herself there before, it was a completely different feeling to have another pony doing such, especially when she wasn't able to stop them. Gritting her teeth, she tried to suppress the heat that was growing inside of her, but as she felt new pressure added, it began to rise out of her control, leaving Rainbow gasping for air, unwanted arousal beginning to take hold.

"Ack… F-Fluttershy… Stop… D-don't you dare-"

Rainbow's protesting voice was suddenly silenced as she felt fangs poking between her legs, as Fluttershy gave a warning bite, pressing with her fangs enough to cause pain, but not enough to draw blood.

“You think you can just tell me to stop? How cute~.”

The tongue pressed against Rainbow again, and she grunted in response. This time, however, she held back her outbursts, hesitant to provoke another bite from those long, sharp fangs, even if they weren't sinking into her skin just yet.

Adding more pressure, Fluttershy's licks began to plunge deeper and deeper into Rainbow’s inner crevices, as the tongue finally began to push inside. It wasn’t long before Fluttershy chose to change tactics, opting for smaller, yet much faster swipes of her tongue. She also began to explore smaller areas, venturing deeper inside the cunt, and massaging the inner walls.

Rainbow squirmed, still stuck in the tree as she felt the tongue sweep over her quivering walls. Her cunt tightened in response to the stimulation as Fluttershy kept up the attack, assaulting her depths with that tongue, wiggling and lashing… it was a strange, perhaps even pleasurable feeling, but Rainbow dreaded what it might mean. She hoped that this wasn’t it was leading to something… bigger. Something she wasn’t sure she wanted to be a part of. Something that might have her ending up just like Applejack…

A swirl of fears, questions, and new, strange sensations were forced upon Rainbow, making her unable to process what was happening. Her speech became little more than gasps and squeaks, with an occasional moan working its way into her voice. She knew that this was something she didn’t want, that she should be trying to stop, but her mind’s processes slowed down, losing all sense of reason, and simply let the new feelings come to her.

Fluttershy grinned as the flank and hind legs stopped thrashing.

“Yes… accept it. You’re mine now, Rainbow… all mine… None of your friends can save you now…”

Hearing Fluttershy’s words, Rainbow couldn’t help but believe it. Nothing could save her now… She was doomed to be the plaything of this bat pony, her life was in the hands of a monster.

Still the sensations came, pushing her mind to its limits as she struggled to keep her head in the right place. She kept trying to tell herself that this was wrong, that she should hate what was happening to her, but as the steady lapping of Fluttershy’s tongue at her cunt intensified, she could feel herself growing moist, as her body reacted to the stimulation.

Fluttershy sneered, taking a hoof and slapping Rainbow’s plot in a hard spank. The sharp sound of the smack echoed through the trees as Rainbow cried out yet again.

Hearing that glorious little yelp of pain from the blue pegasus below her, Fluttershy smiled in satisfaction. It wasn’t long before she spanked Rainbow Dash again, this time hitting her other flank. The plump rear end turned a delightful shade of red as another vocal reaction from her prey came to her ears, only egging her on as she raised her hoof for yet more strikes.

“You know you like it, Rainbow Dash.” She said. “You like everything I’m doing, don’t you? You like being spanked like a naughty filly, and licked while you’re stuck in this tree like a bird that can’t leave the nest… You like being my little plaything, and you like how I’m using you for my pleasure…”

“Tell me you like it, Dashie… I wanna hear you say it.”

“N-no…” Said Rainbow, as Fluttershy paused her licking to let her speak. “Y-you won’t get to me that easily… if you want to break me… you’ll have to do a lot better than that…” Rainbow tried to keep up her pride, to tell the bat pony that she wouldn’t give in, not after a thousand spanks, nor even a thousand swipes from her long, flexible tongue.

“Mmm… that’s alright… I like my victims feisty…” she smirked, “This is only a taste of what is yet to come… though I’ve certainly had more than just a taste of you…” Her fangs glinting, Fluttershy gave Rainbow one last lick, savoring the taste of her juices.

Rainbow panted heavily as she felt the last flick of Fluttershy’s tongue.

If this was only a taste, she thought, I don’t want to know what she has planned…

Fluttershy giggled, “You seem so nervous, Rainbow… why? I thought you were going to be the most daring pony in Ponyville, never scared of anything. Am I really that scary?”

Rainbow winced, readying herself for another lick to her marehood, or another hoof smacking down on her defenseless flank, but neither came. Fluttershy’s voice fell silent for a few moments, and Rainbow felt the tension in the air begin to rise. With the branches and leaves trapping her, she couldn’t see what her assailant was doing, and that frightened her more than anything. She could do whatever she wanted back there… but just what would it be?

Then, Rainbow felt it.

Something long, warm, and fleshy was rubbing against her inner thigh… something soft… something that was definitely male.

“F-Fluttershy? W-what the flying feather is… g-going on h-here…”

“What? Don’t like my new toy?”

“Y-you have a…”

“Eeyup.”

The warm, limp phallus pressed up against Rainbow’s leg, rubbing against it, and forcing its existence to be made all too clear. Some branches above Rainbow’s head shifted, creaking under what rainbow could only assume her Fluttershy’s hooves as she lifted her upper body up, and pushed her hips forward to make the rod of flesh press into her skin. It felt large, almost too much to be believable. But there it was, pressing against her, ready to be put to use in ways that Rainbow knew could not be good for her.

Fluttershy grinned as she pushed her hips against Rainbow’s flank. It felt good, pressing her recently acquired dick up against Rainbow’s healthy, round plot, rubbing, grinding… but it had no effect on the member, not growing harder or larger... What she needed wasn’t this stimulation… but blood.

Still, she continued to grind her phallus against the helpless pegasus, torturing Rainbow with the knowledge that she had such a rod, and that she might just use it.

“Well, Rainbow? What do you think? You wanna try something fun with me, hm~?”

“N-no!” Rainbow snapped, as she began to regain some of her lost courage. Struggling madly against the branches confining her, she yelled out protests to the bat pony behind her.

“I want you to pull me out of this tree and stop being a bat! I want my friend back! I want to go back to Ponyville and have fun with my friends, not be stuck here with my ass sticking out, waiting to be molested by a monster who’s corrupted someone I care about! Please Fluttershy, just stop this, and we can-”

Fluttershy interrupted Rainbow Dash once again by biting her hard on the flank. This time, she showed little restraint, her fangs sinking into the skin and drawing blood as she heard Rainbow Dash scream in pain, her speech abruptly ceasing. Her lips curved upwards into a malicious smile. She dug her teeth into the deep wound, as she began to taste the flowing blood. After letting the pegasus squirm for a few second beneath her, she pulled her fangs out so she could speak.

“Still holding on to that faint hope that I might be reasoned with, Rainbow? I think we both know I’m far beyond that point now, and that you can’t stop me, so why don’t you just stop protesting and give in?”

“J-Just stop… please… please just…” she whimpered, “Whaddya want from me? Applejack was the one who wanted to force you into using the stare, not me… W-why do I have to suffer?”

Fluttershy didn’t respond for a second, as if she herself didn’t know exactly why she was doing such a thing. But it was only for a second, and soon enough, the grin formed on her face once more, and she licked the fresh wound she had just made, tasting Rainbow’s blood as it came trickling out of the puncture holes.

“Oh Rainbow Dash, I know you’ll have to suffer now…” She said ominously, “But when this is over, and I make you a bat pony like me… When you feel just like I do right now… I know you’ll come to forgive me.”

Rainbow’s eyes shot open. Had she heard that right? Fluttershy wanted to make her into a bat pony? Was that even possible?

So many questions filled her head as she weakly writhed, still stuck in the tree, helpless to stop Fluttershy from licking the blood from her punctured flank, hardly capable of understanding what was happening, and what might come next.

Fluttershy sneered as she lapped up the blood, chuckling darkly, “Mm… say Rainbow… do you want to know why I need to drink your blood? Do you~” she asked teasingly, gently running a hoof down the side of the blue pony’s flank, “Do you want me to tell you? Or would you rather I… show you~?”

Even as the words left her lips, she could feel the reaction taking place. The blood moved through her body… down her throat and straight to her ever-growing erection. It was nice and hard now, pulsing with need… ready to be plunged into a mare… and of course, Fluttershy already had her victim picked out, stuck in a tree, nice and helpless.

Fluttershy couldn’t see Rainbow Dash’s face, nor how she was reacting, but she could tell from her silence that the assault of fangs and tongue had definitely affected her, making her frightened and weak. As she took another lick of red fluids from Rainbow’s flank, she felt the pony beneath her shiver, just waiting to be given a horrible fate. Fluttershy grinned, as she cherished the moment, the mare below her clueless about the throbbing shaft that was mere inches from her private regions, nor what was fueling such a terrible weapon.

“Well, it’s not like your answer mattered anyway…” She giggled, “So I guess I’ll just… dive in.”

With that, she slammed her thick, rock-hard, foot-and-a-half long cock into the Rainbow mare’s plothole, forcing herself as far as she could, so that she felt her thighs slap noisily against Rainbow’s plot, groaning as she felt the tightening walls encompass her length.

Rainbow Dash screamed. There were very few things that might make such a proud, capable flier cry out, but the pain she felt as the huge, growing member was forced inside of her shot through her entire body like a bolt of lightning, shaking her to the very core. Never had she expected that this might happen, that her old friend from Cloudsdale, the meekest pony in perhaps all of Equestria, would choose to cause such unbearable pain, violating her in such an agonizing fashion. She could feel her insides protest the entry of the mighty intruder, but the forceful insertion plowed through all resistance, plunging deep inside her.

Fluttershy giggled between moans that forced themselves out of her. She began to move herself inside the other pony, back and forth… back and forth… groaning as that member was milked by Rainbow’s tight asshole, though with each slow re-entry, it seemed to grow less gripping around her, the resistance beginning to fade.

“Mph… How does it feel, Rainbow? Getting beaten, and taken advantage of by the shy little weakling that couldn’t even hold her own in Cloudsdale? Does it hurt? Is it humiliating?” She slammed brutally forward again, cackling as she heard Rainbow cry out.

The agonizing sensations as the rod was thrust into her once more began to slow Rainbow’s mind, the pain becoming all she could focus on, as she found no way to escape, no way to convince Fluttershy to stop, and no way to prevent the member from penetrating her plot again and again.

“W-why...” she managed to stammer out as she was violated, “W-why are you d-doing this to me?”

“Oh, Rainbow. You were always the egocentric one. Always thinking that you were special, but now, you’re just another check on my list… You’re not my only target, you know. I’ve already gotten Applejack… and after I’ve finished with you, there are other ponies that require my attention…”

Fluttershy began to rub the flank in front of her with both hooves as she continued to pound her ass. Her hips pushed back and forth, slapping against Rainbow’s thighs with each entry. The cries of pain from the mare continued to sound out, though they grew quieter over time, replaced by strained panting.

“N-no…” she said between gasping breaths, “N-not my friends… I won’t let you…”

“Don’t you get it yet, Dashie? This is all for the best! After I make us all vampires, we can all live forever, with an eternity to spend together. Think about it. What if Ponyville could stay the same, forever and ever, just the way we love it? Nothing would ever separate us…” she smiled, “This is all for your own good… I know that you’ll soon come to forgive me for this…”

Rainbow hardly felt reassured by these comments. This couldn’t be a good thing if it caused her such pain, could it? She could feel the member deep inside her, stretching her far beyond the limits she once thought she had, and working to only cause further agony as it moved faster now, pummeling her insides.

Fluttershy grinned as she continued to thrust into the mare, enjoying the tightness of the plothole. She felt such pleasure… and it was all moving her closer to her goal, closer to spreading her circle of bat ponies to include all of her friends. She moaned with pleasure as she plunged into the stretched hole repeatedly. The pleasure began to have physical repercussions, as Fluttershy soon began to feel a slightly familiar feeling run through her length, a warm, lustful pressure building up as she began to approach her release…

Oh, we can’t end this that quickly… she thought to herself. I’m just starting to enjoy myself. It would be a shame just to end things here, without having a little fun first…

Fluttershy slowly pulled out, and Dash sighed in relief as the long member exited her… maybe this was over… maybe now, everything would be alright again…

But it wasn’t.

Rainbow suddenly felt something new pressing against her plothole; not the phallus she’d felt enter her before, and not the soft, moist tongue… something much harder… and much bigger around… It took a few seconds for her to finally figure out what it was, and when she did realize such, she immediately began to panic again.

It was a hoof. Fluttershy’s hoof.

Before Rainbow could even begin to struggle against the branches trapping her, Fluttershy crammed her hoof halfway down her plothole, forcing the sides wide apart to make room for the large appendage.

“Agh!” Rainbow cried out as she felt herself stretched so far, she felt sure that she would tear in half at any moment.

Fluttershy twisted her hoof in, forcing it deep into the tight passage, going back and forth while thoroughly filling her victim. She dragged her hoof along her inner walls, making sure to fill every bit of her. Her hoof didn’t feel nearly as wonderful as her oversized member, but seeing Rainbow’s reaction was just as wonderful, and just as satisfying. She could feel the pressure and heat from her phallus calming itself slightly as she gave it some time to rest, letting it stand straight out from between her legs, still hard and just waiting for another chance to invade the blue mare’s holes.

But for now, She continued to push her hoof deep into Rainbow’s ass, feeling the warm, sensitive skin squeeze around it. The yellow mare giggled.

“What’s the matter Dashie? Don’t like my hoof? Does it hurt~?” she teased, as she moved her hoof around in her anal passage, dealing as much pain as she could, dragging along the inner walls. She could imagine the pain Rainbow must be in, and the thought only served to arouse her.

“Nnngh…” Rainbow grunted as she felt the cold hoof move in and out, slowly exploring every part of her insides. Still, she tried her hardest to maintain at least some of her composure, though such thinking was hard when such a large object was forcing its way into her plot.

“J-just get this over with.” She said, trying to sound as cool and collected as she usually was, but failing miserably as her voice cracked, interrupted by moans and whines. “I don’t wanna be here all day…”

Fluttershy snorted in amusement. “You say that like this is just a joke, and you'll walk away from it just like you were…” she said, mocking her prey. “Trust me. You’ve got a lot more to think about than just what I’m doing now.”

Fluttershy yanked the hoof out in a single, quick movement, before driving it back in as hard as she could, as if she were punching somepony. She was curious to see just how far down into Rainbow’s ass she could actually get.

As her hoof slammed into one of Rainbow’s inner walls, the force of the blow knocked her entire body forwards, plunging further into the tree and getting her entangled further. But the implications of such were nothing compared to the agony Rainbow felt as the hoof connected, not only stretching her as far as possible, but also impacting her with a mighty force. She screamed again, her screeching voice reaching a high, shrill pitch that would be embarrassing for any other pony to hear if she wasn’t in such a situation.

Fluttershy giggled, “Oh, how I love it when you scream… You’re a natural at it, Rainbow!” she cackled, twisting her hoof inside of the pegasus’ ass, eliciting another of those wonderful screams as it stretched her plothole…

Just when Rainbow felt like she might faint, Fluttershy finally decided to yank it out, leaving the plothole swollen, used, and much worse for wear.

“Mm… I think that’s enough of that…” She said, as she began to ready herself for more, this time with her preferred tool.

Rainbow let out a long breath as she felt the hoof slide out of her. Her backside ached from all of the abuse it had taken, and she wasn’t sure she could endure what was to come next.

Fluttershy smiled as she pressed her member up against Rainbow once more, this time preparing to enter the lower entrance, the one that was still dripping with juices from the earlier oral session. She could feel Rainbow tense up beneath her, and she smiled, knowing that her prey still feared her, still resisted, and still wished desperately to escape. She hung her head low over Rainbow’s plot as she readied her hip muscles to thrust inside the cunt that she just had to cum inside…

“Are you ready, Rainbow dear?” said Fluttershy, mocking kindness even as her words dripped with malicious intent.

Rainbow snorted between gasps for breath.

“Go buck yourself.” she said through gritted teeth.

“Oh? Still have some fight in you? We have to fix that…”

And with that, the mare thrust her large, throbbing member into the pegasus’ warm nethers, sinking the length deep within her. She closed her eyes, taking in the feeling a new set of walls clamping onto her fleshy rod, and relishing the scream that came as her virginity was taken.

“You’re pathetic, Rainbow… you can’t run… you can’t fight back… You can’t even stop the meekest, sweetest, most vulnerable pony in Ponyville from raping you…” she placed her hooves firmly on that plot, and pulled back a bit, before drilling in again.

“Tell me… how does it feel to be bested by such a weakling?”

Rainbow could feel the inadequacy stinging at her. Maybe… Fluttershy was right. Maybe she shouldn’t be trying to keep her confident attitude up. She was indeed being taken advantage of by a pony that was one of the least skilled flyers in Ponyville, and that knowledge pained her, even as the bat pony above her was rubbing it in her face. She couldn’t escape, so why was she making this harder on herself by trying to pretend she was somepony who was better than this, and acting arrogantly?

As if to punctuate the painful thoughts in her head, the member began its motions, pummeling her cunt with strong, forceful blows. It certainly wasn’t as painful as the anal insertions from earlier, but it still hurt to be violated in such a way, and by this pony in particular.

Fluttershy closed her eyes as she felt the mare relax, and accept this position. She enjoyed the feeling of dominance as her prey conceded to her will, giving in to her carnal desire. She truly loved Rainbow, and regretted treating her in such a way, but things were different now. She wasn’t the meekest pony in Ponyville anymore, nor was he a pushover. This new form had granted her confidence, and she wasn’t going to waste it, not when such wonderful things were now possible. Sure, she had feelings for her friend, but she had a duty to perform, and she had to finish the job before she lost her nerve.

With yet another sharp thrust, the member was pushed deep inside of Rainbow, prompting yet another moan from her lips. Her mind began to grow weaker as the tormenting sensations wracked her brain. As her willpower began to fade more and more, she could feel blood trickling down her flank as she was forcibly entered again and again… The blood loss was beginning to take a toll on her, and it was showing.

Fluttershy eyed the blood, tempted to remove her member and lap it up, the mere sight of the red liquid as alluring as milk to a kitten, but not even that wonderful taste could lure her away from the pleasure she felt as Rainbow’s tight cunt squeezed her cock. She couldn’t help but moan loudly in satisfaction.

“Mmm… Rainbow… you are… the best…” she grunted, indulging in the pleasure. She couldn’t imagine a feeling better than this, her friend’s love tunnel giving her such amazing sensations. She knew it was for the best, and that she was doing Rainbow Dash a favor, even if she didn’t realize it yet, so she pounded away with no remorse or hesitation.

She closed her eyes dreamily, enjoying the feeling as she began to pump in and out faster, her instincts telling her to fuck her harder, and intensify the pleasure. Though Rainbow might only feel pain, that wouldn’t stop Fluttershy from enjoying herself as much as she could, greedily taking what was now hers.

With no hope of escape, no companions to aid her, nor even any will left to sustain her, Rainbow could do little more than hold on for the ride as she was pounded mercilessly. The branches around her upper body shook with each thrust, reacting to the powerful force of Fluttershy’s hips as they slammed into the pegasus’ flank. Grunting and groaning, panting and moaning, Rainbow Dash couldn’t say anything in protest even if she wanted to. Her mind was blanking out, her body losing all of its strength, and the feelings of the world around her dimmed, except for the intense feelings of pain and unwanted pleasure as the phallus moved inside of her.

Fluttershy continued to pound her mercilessly, though she realized Rainbow was starting to lose herself. She had to get her back in the game… it wasn’t fun to just stay here fucking someone who wouldn’t respond… wouldn’t beg, plead, or even fight? Someone who would just sit there and be used as she wanted… No, she wanted some form of interaction at least. Leaning down, she whispered,

“I hope you’re ready to become a vampire, Rainbow, because the transformation will begin just as soon as I cum inside you…”

Rainbow could barely hear Fluttershy’s words, but even upon hearing them, it was a struggle for her to understand. So, she would become a vampire if the bat pony came inside? That meant that these were now her final few moments to protest, the last chance for her to avoid this fate somehow. However, with her muscles weak, and her mind shattered into a fragile mess, Rainbow knew that no matter what she tried, she couldn’t possibly succeed. Fluttershy had won, and now, she just had to take her prize…

“…Fine…” she said, speaking in a weak, feeble voice that contained no hint of the proud, athletic pegasus it had once belonged to. “Go ahead and do it… I can’t stop you…”

The once-proud Rainbow Dash had been broken.

Fluttershy smiled, “Mm… that’s right, you can’t.” She grunted as she gave another thrust, feeling the juices that trickled forth in response, coating her phallus in moisture. The cunt was wet, warm, and Fluttershy loved every bit of it…but with every thrust, and every excited moan, she grew closer and closer to her inevitable climax. She tried to hold back the almost overwhelming desire to blow her load, but she knew she couldn’t hold forever, as her dick grew warmer, and she felt the pleasure begin to build up inside of her.

Rainbow Dash could feel the bat pony panting hard at the very edge of her hearing, as the cock throbbed with the desire to release. She could tell Fluttershy was close, and as a result, felt her steady, measured thrusts become erratic and desperate, as the sensations began to overwhelm her mind. Rainbow couldn’t deny that she was beginning to feel her own finish approach, as the pain began to fade away, if only for a few moments, as the pleasure began to grow to unrelenting heights…

Fluttershy was on the absolute edge, and she pounded Rainbow’s cunt with all the strength she could muster. The world around her blurred together as she was lost in the moment, the approaching orgasm becoming the only thing that mattered. That release, and the pleasure that came with it… She wanted it so badly… She needed it…

And then it came. All the tension that had been building inside of Fluttershy evaporated into a cloud of ecstasy as she groaned and thrust herself into Rainbow, planting herself as far inside as possible. Her length began to twitch with pleasure as her hot, sticky seed suddenly burst forth, spurt by spurt, filling Rainbow’s insides. Fluttershy closed her eyes, moaning out a long, breathy exhalation of bliss.

Unable to handle such a large load, Rainbow’s cunt overflowed, the thick cum dripping down the inside of her legs, and falling to the ground below. Still the hard length buried inside her continued to let out more and more of the seed, filling Rainbow with a strange warmth. She could feel it… That hot, white fluid that now coated her inner walls. As she felt her worst nightmare come true, she knew that all hope was lost.

But even as her darkest fears were confirmed, the warmth in her nethers continued to play against her mind, making her moan out, and as she felt fluids rushing into her, her own climax came as well. The pleasure was bitter, as it had been forced on her by such a horrible act, but she felt it nonetheless, and her body could not help but react, trembling as her own fluids flowed to join those that were now filling her insides.

Fluttershy groaned, panting as she lay against her prey, the last bits of semen escaping her as she began to ride off her orgasm. Thick juices flowed around the rod that was inserted into Rainbow, slowly dripping from the stretched and abused hole.

“That was… amazing...” she trailed, catching her breath, “You’re so good at this, Dashie…”

Silence fell over the pair as Fluttershy took a long moment to catch her breath. Rainbow could hardly have brought herself to speak even if she wanted to as the world began to fade around her. Her body fell limp, resting against the very branches that had been holding her captive as her thoughts slowed, and her eyes closed…

Fluttershy giggled quietly to herself, as she stared down at Rainbow, who was now unconscious. Her eyes closed, Fluttershy knew that the transformation was now beginning, just as it had with Applejack. Rainbow would sleep here, her body changing and transforming before she awakened to a new life, full of new opportunities and fun times.

"How like you, Rainbow dash." The Batpony mused over the limp body of her friend. "Loyal to your old life, you kept struggling until the very end... If only there were some way I could've convinced you to give in earlier, this might've been so much more pleasurable for you."

But yet, as Fluttershy thought back on the moment they had shared, she couldn't help but feel strangely satisfied... Deep down, she knew she couldn't deny that she had enjoyed making love to her old Pegasus friend in such a forceful manner. She felt dominant, like she was bestowed with a new power over her fellow ponies. With courage burning where only timidness had once made it's home, the yellow pegasus could hardly make herself feel regret anymore. Rather, she only looked forward to her next victim.

Smirking, she looked down at Rainbow one last time, watching as thick fluids continued to drip from her marehood, leaving a small puddle on the ground beneath. Admiring her handiwork, Fluttershy closed her eyes,

“Good night, Rainbow Dash… you’ll see… soon enough, you'll realize why I had to do this... and once we're all together again... everything will be perfect.”

As she smiled, she turned, leaving the Rainbow pony there in the tree, limply hanging from the branches. She spread her leathery yellow wings, flying into the moonlit sky.

She still had more to do tonight.