Once Smitten, Twice Shy

by CalculusFilly

Rating: mature
Tags: Rarity, Fluttershy, Sex, Twilight Sparkle, Random, My Little Pony: Friendship is Magic, Applejack
Length: 4129

Uh oh! Fluttershy's gone into heat. Rarity panics, and runs to Twilight for help. Hopefully they can get things straightened up!

Fluttershy's gone into heat, but has no idea. Yikes. Rarity panics, and enlists Twilight's help in the situation. Hopefully, with some help from Applejack, they can get things straightened up.

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Fimfic user HanaYoriUta did a vocal reading/visual acting-out of this story using plushies!

Published 2014-05-20 10:50:03 UTC
Last updated 2014-05-20 10:50:03 UTC

Alternate Title: Once Smitten, TwiShy

Knock, knock, knock.

Twilight looked up from her book on Advanced Unicorn Physics, glancing at the door across the room. Without getting up, she answered the door, mildly confused as to why anyone knocked, considering it was a public library. Her horn glowed, and the door opened to reveal a distressed Rarity, who looked like she ran a mile at a sprint.

“Twilight, I’m so sorry to interrupt whatever you’re doing, but I need your help! This is important!”

Twilight nodded and stepped aside, and Rarity flew through the door.

“Twilight, I do not want to alarm you, but I need your help. I was at the spa with Fluttershy, and I caught a whiff of something – something very familiar! The poor dear is in heat, and she doesn’t even know it! I can’t bring it up, because she’d probably pass out from embarrassment, but I need to get her out of the town! All those stallions… We have to help her before she does something stupid!”

Rarity barely breathed during the whole speech, strangely Pinkie-Pie-esque.

It took Twilight a moment to process just exactly what Rarity just said, but when it finally hit her, she bolted out of the door, Rarity not far behind her, the sun beating down on them.

Fluttershy was obliviously – albeit happily – trotting through the market, not noticing all the stares she was getting from stallions. She was enjoying the sunlight, though she did feel a bit warm, strangely enough.

Aside from not noticing the lingering glances of passing stallions, she also did not notice two of her best friends following her with binoculars, dashing behind market stands to hide from her view.

“Okay, what we need to do is observe her and see how she acts, and if necessary, redirect her to somewhere safe!” Twilight reasoned. She had forgotten her notebook, but that didn’t mean she couldn’t do science.

Rarity’s voice was shaking mildly when she spoke, as she was not used to running quite that much. She considered herself a fit unicorn – she had to keep up appearances, after all – but she was no earth pony.

“Twilight, I dare say it’s going to be necessary to direct her somewhere else. Look over there.”

Twilight’s eyes followed to where Rarity’s hoof was pointing, before widening considerably.

“What the– is that… Big Macintosh?”

Rarity nodded.

“And at the looks of things, Fluttershy’s scent is getting to him.”

Big Macintosh, who was slowly approaching Fluttershy, looked confused and dazed. Rarity jumped into action, dragging Twilight along with her. Twilight went and distracted Big Mac with a question about the farm while Rarity chatted up Fluttershy.

“Hello, Fluttershy! Goodness, isn’t it just awfully hot today? I feel like I’m melting into my fur!”

Fluttershy nodded in agreement and didn’t seem to notice the fact that she was following Rarity’s lead, following her slowly away from Big Mac.

“Yes, I’d say so. My poor critters aren’t enjoying it! Especially Mr. Snake. The poor thing is holed up under my house to escape the sun!”

Rarity smiled.

“That is dreadful. Say, I know of a little swimming hole on Applejack’s farm! She once told me we were free to visit it whenever. Would you like to accompany me there?”

Fluttershy smiled, and seemed thankful for the offer.

“That sounds lovely! It really is rather hot today, isn’t it?”

Rarity held in a sigh of relief, and motioned for Twilight to follow the two of them. Twilight promptly wrapped up her conversation with a confused Big Macintosh and trotted after them.

After some walking, they arrived at Applejack’s farm. Applejack spotted them, and trotted down the path to meet them.

“Howdy! What can Ah do ya for on this fine day?”

Rarity held a forced smile on her face, quirking her eyebrow at a confused Applejack.

“We were just hoping we could use your swimming hole.”

Applejack looked uncertain of what Rarity was trying to telepathically tell her, but nodded slowly anyway.

“Sure. You know that it’s always open to you all.”

Fluttershy smiled happily, and Twilight joined her walking towards the swimming hole. When they were out of earshot, Rarity dashed towards Applejack, and whispered the details of the situation into Applejack’s ear, the owner of which promptly turned a lovely shade of apple-red. Applejack nodded.

“Ah… see.”

Rarity offered her a grateful smile, and trotted after Fluttershy and Twilight. If she and Twilight could keep Fluttershy at the little lake for a while, she could probably find a good way to break the ice without causing Fluttershy to faint.

Maybe.

Soon enough, the watering hole came into view, flanked by shady trees near each bank of the little creek. Fluttershy immediately trotted up to the edged and smiled blissfully at the crystal clear water. She sat down, basking in the coolness of the water, kicking her hooves in it, shuddering slightly.

Twilight stood behind her, as did Rarity. Twilight pulled Rarity behind a tree, whispering frantically.

“Okay, Rarity, we have her here! Now what do we do? I mean, factoring in previous times spent with Fluttershy, she’s going to end up worried about her animals soon, and she’s going to end up trotting her way through town to go back to them! How do we keep her here?”

Twilight’s gears could be seen whirring as she tried her best to think up a solution.

“Well…” She bit her lip. “The only thing I can think of is temporarily suppressing the effects of the heat.”

Rarity lifted an eyebrow.

“And how do we do that, exactly?”

Twilight shrugged.

“Mating?”

Rarity did a double take.

“Twilight, Darling, whoever would we get for such a task? I can’t think of anyone I’d trust with her right now! She’s a gentle pony. I don’t want her going into something like that with her mind clouded.”

Twilight grinned sheepishly, and Rarity could see the gears whirring in her head.

“Well… we could always just do it ourselves. If you’d like, I’ll handle that, and you can set up perimeter around the area so that Applejack or Big Mac don’t walk in on us. It could serve as an interesting experiment, and I need some more research on the topic anyway.”

Rarity did another double take.

“Wh-what–? Well, it wouldn’t be the weirdest thing we’ve all done for each other, that’s for sure, but really? Are you really okay with this?”

Twilight nodded, casting her eyes towards Fluttershy.

“Yes, I’m fine with this. You know I’d do anything for you girls.”

Rarity slowly nodded in acquiescence, noting Fluttershy now splashing the water around with a hoof.

“Okay, then. Should I tell Applejack? As t’were, she would be a big help in keeping any ponies from wandering over here."

Twilight nodded.

“I’d say that’s probably for the best.”

Rarity made meaningful eye contact with Twilight for a last time, before she trotted off to find Applejack.

Twilight turned her attention to the mare happily kicking her hind legs in the water, and gently trotted up behind her. She sat right down next to the mare, a little bit closer than would have been permitted in normal circumstances. Fluttershy jumped a little bit, but relaxed with a smile when she noticed whom it was.

“Oh, hey Twilight. You scared me.”

Twilight chuckled and poked Fluttershy in the side.

“Did I, now? Oops!”

Fluttershy squeaked, but hid a smile behind the hooves now covering her face.

Okay, time to put phase two into action.

Twilight picked up her hoof and lightly started to stroke Fluttershy’s back with it, though avoiding the wings for now. Twilight very much appreciated the little sigh that Fluttershy happily made. Twilight smiled.

“You look a little bit tense, probably from how hot it is outside.”

Fluttershy closed her eyes, and smiled, nodding.

“Yeah, I guess I am a little teensy bit tense. I think I prefer it to be hot, rather than cold, though. In the winter, a lot of my little friends just sleep! While making snowponies is enjoyable, I prefer the company of Mr. Squirrel and the others.”

Twilight gently nudged Fluttershy back a little bit from the edge of the water.

“Hey, if you want to lay down on your stomach, I can help with that. I read a book on massages just the other day.”

Fluttershy complied with the request with a quiet, ‘Thank you,’ settling down on the soft grass. Only moments after she laid down, Twilight’s hooves were working magic up and down Fluttershy’s back. Poking, prodding, and stretching out all of the tense muscles, Twilight worked diligently as Fluttershy seemed to melt into an invertebrate puddle onto the ground.

Fluttershy was entirely unaware of her tail rising slightly of its own accord, her breaths becoming heavier.

Twilight noted this, and smiled.

Phase three.

Twilight’s hooves veered slightly from their paths to gently rest upon one of Fluttershy’s wings. One of Fluttershy’s eyes peaked open and she turned her head to look curiously at Twilight.

Twilight smiled, and smoothly replied to Fluttershy’s silent inquiry.

“Wing massages have been proven to have many good effects on a pegasus’ health.”

Her hooves began to gently stroke up and down the sensitive plumage, and Fluttershy relaxed immediately, releasing a shuddery breath she didn’t know she had been holding.

Rarity sent one last glance through the trees at Twilight approaching Fluttershy’s peaceful form, before setting out in a brisk trot, hoping that she’d find Applejack around where she’d been before. She caught movement out of the corner of her eye. It seemed luck was on her side that day.

There was Applejack; one of her well-placed kicks sent apples careening from the tree she had physically assaulted. Rarity made haste, and quickly approached Applejack.

“Applejack, darling, there you are!”

Applejack turned around and noticed Rarity’s slightly increased breathing, indicating she had been traveling faster than her normal pleasant stroll, before her eyes fell on the mild blush dusting Rarity’s pale cheeks.

“Sugarcube, everything alright?”

Rarity coughed awkwardly, before looking pointedly at Applejack.

“I dare say everything is about to get far better than alright over at the creek.” At Applejack’s confused expression, she continued, “You know Fluttershy’s little problem I was telling you about?”

Applejack nodded.

“Well… er… Dear Twilight has taken it upon herself to – how shall I say – relieve her of the problem. I’d like to request your help in making sure nopony disturbs the two of them as she executes her plan.”

Applejack’s left eyebrow slowly rose higher and higher. She cleared her throat.

“Well… alrighty then. I’ll help you, though it’d be a might easier to block all the ways into that area if we were a bit closer to the action.”

Applejack spotted Big Mac, and rushed over to him.

“Mac, I’ll handle the northern orchard for now. You get on over to the south field.”

She ran on back towards Rarity, her mane and tail billowing in the air behind her, leaving a mildly confused, but compliant, Big Mac behind.

“That took care of that. Ponies almost never go to the north orchard, so we should be okay, but let’s get pretty close to the creek, anyway, so that we can make sure no one gets through.”

Rarity nodded, and the two of them hurried back towards where Twilight was in the process of “taking care of” Fluttershy.

Twilight’s hooves were magical, and not just in the sense that she was a purple, talking horse that could perform telekinesis. No, the way they made Fluttershy’s wings feel and her tail rise was far more astounding.

Fluttershy’s eyes were closed, but she was clearly not asleep. She was blushing slightly – probably from how warm she felt – and she let out a gentle sigh every now and then. She was so relaxed that she didn’t even question it when Twilight leaned down and started preening her wings with her mouth, her tongue dancing delicately around each feather.

Phase four.

Neither of them noticed the slight crack of a branch, nor the hidden flashes of orange and white.

As Rarity approached the scene with Applejack trailing right behind her, she froze. The mild blush she had been wearing the entire time intensified at the sight. Fluttershy’s mouth was slightly agape – her eyes closed – and Twilight was patiently preening and licking and nipping at Fluttershy’s sensitive wings.

Applejack made a low, quite whistle, and sighed appreciatively.

“Whoowhee, that sure is a sight.”

Rarity seemed a bit lost for words, and she simply sat down.

“Whaiewhattwoe– well, this seems like a good spot to keep an eye on their festiviti– I mean, watch for anypony who might disturb or see them.”

Applejack smirked at Rarity’s wide-eyed awe, and shook her head.

“Riiiight, Sugarcube. Welp, looks like we’re in for a show.”

Applejack chucked at Rarity’s idle mumble.

“Have you any popcorn, dear Applejack?”

Phase five.

Twilight nuzzled her way from Fluttershy’s wing down her spine, and began nosing at Fluttershy’s cutie mark. The effect was instantaneous; Fluttershy was quite unaware of her tail rising further into the air.

She was, however, aware of the gentle but insistent pressure of Twilight’s tongue on her cutie mark. She had no idea what was going on.

She shivered.

But, sweet Celestia, she didn’t want this to stop.

Twilight answered her unvoiced wish, leaning up to whisper seductively into her ear.

“You know, Fluttershy, you seem a little bit too tense. I think I know how to fix that, if you’ll let me.”

Fluttershy was innocent, but she wasn’t an idiot. She knew exactly what that meant.

She gave an almost imperceptible nod, and Twilight smiled before carefully rolling Fluttershy over, so as to not scare her. Fluttershy’s wings and mane were splayed out on the grass, and the soft sounds of the creek near them added to the atmosphere.

Cutie Marks were quite strange, really. They transmitted rather peculiar sensations that happened to translate strangely into pleasure. Pony physiology was weird.

Fluttershy’s brain was whirring as she watched Twilight lean down to nip at her ear.

What’s gotten into Twilight? Why is this–

She sniffed at the air for a moment, and realization jolted through her head.

Oh. I’m… Sweet Celestia, I’m in heat, aren’t I? That would explain all the stallions… I guess Twilight is just–

Fluttershy blushed, as Twilight moved down to lick her cheek and then nibble at her neck.

–being a good friend.

Her heart hammered in her chest, and for a moment she was worried Twilight could feel it thumping away – before promptly remembering that she didn’t care in the slightest.

Twilight was sprawled out between Fluttershy’s hind legs, now licking and nuzzling her way down Fluttershy’s chest, and down her belly. She gently rested her hooves against the inside of each of Fluttershy’s thighs, looking up and making eye contact to seek one more sign of confirmation. One could never be too careful with Fluttershy.

Fluttershy bit her lip and nodded, understanding what Twilight was silently asking.

Fluttershy’s eyes fluttered for just a moment, as Twilight placed a soft lick just to the side of where Fluttershy would have preferred Twilight be. She couldn’t grasp why Twilight felt the need to tease her while she was in this state, but there was little dissuading the mare once Twilight was focused on something.

Fluttershy’s tongue peaked out and swiped across her bottom lip, dampening it in slight nervousness. She sucked in a gasp through those lightly parted lips as she felt Twilight finally deliver a lick to her slit. The aching she had been unconsciously feeling in her nether regions was simultaneously made worse and lessened.

Twilight tried to withhold a delighted smile at the effect she was clearly having on her friend. The symptoms of heat were really quite interesting, including those of raised bodily temperature, increased heart rate, and dilated pupils.

Oh, and perpetual, unbearable arousal.

That too.

Twilight mentally shook herself to re-obtain her focus. She needed to concentrate if this was going to go smoothly.

She began lapping in earnest, quickly locating the source of all of the wetness, and pressing inwards with her tongue. Fluttershy let out a breathy whine.

“H-haaa…”

Rarity jumped at the sharp gasp Fluttershy gave as Twilight began her ministrations, barely even noting that her hoof had made its way to rest on Applejack’s thigh, precariously close to a particular area that may or may not have grown rather damp due to the situation the two mares found themselves observing.

Moreover, she was so focused, that she did not, in fact, pay any particular attention to Applejack’s own wandering hooves, that, themselves, were hovering over her own thigh. In fact, she spared but one glance to her friend, before they apparently came to a mutual conclusion and proceeded to jump each other.

Rarity was actually so focused on what was happening beyond the bushes, that her lips – of their own accord, of course – managed to plant themselves directly upon those of Applejack’s. Of course that moan that permeated the area suddenly couldn’t have belonged to her.

Fluttershy’s hooves had found their way to the back of Twilight’s head – mindful of her horn, of course. She certainly did not wish to be skewered.

Wait…

No, no, she definitely did wish to be skewered by Twilight’s horn.

A problem arose when she tried to vocalize her wishes to her friend, however. She found that all that came out of her mouth was a whimper for more.

“A-ah!”

Actually, not even quite that.

With an inward sigh, she realized it would probably be a bit harder than she previously thought to get words formulated into something remotely coherent, what with the state she found herself in.

Twilight’s tongue hit something sensitive, and Fluttershy’s thoughts were punctuated with an involuntary grind into her friend’s face.

“M-mmmmn…”

Rarity and Applejack froze in place, their lips locked together, and their ears swiveled towards the commotion. They suddenly remembered why they were there in the first place, due to the rather loud – for Fluttershy, at least – sounds coming from the clearing.

Rarity was panting as she broke the kiss, and she promptly sat down next to Applejack, the two of them once more distracted by the goings on of their friends.

That didn’t, however, prevent their hooves from wandering over each other again, coming to rest rather precariously low on each others' stomachs.

They both nervously looked back to each other, coming to a silent agreement, before focusing their eyes back on Twilight and Fluttershy.

Simultaneously, their hooves moved lower and began to rub gentle circles into each others' soft fur.

“Mmnn–“

Fluttershy’s hind leg twitched as Twilight slid her tongue up and over her clit.

“Twi… Twilight, th-there…”

Twilight’s ear flicked towards the source of the audio, and she began focusing her attentions on that one spot she had found, her snout getting coated in Fluttershy’s arousal. Her hooves tightened their grip on each of Fluttershy’s thighs for stability, and Fluttershy’s hooves pushed harder on the back of Twilight’s head. Each time Twilight’s tongue swiped across the marehood in front of her, Fluttershy’s eyes fluttered, and she ground upwards involuntarily.

Twilight patiently moved with each jerk of Fluttershy’s hips, simply licking harder in response. She moved her hooves down from Fluttershy’s hind legs to rest them under Fluttershy’s hips – pulling her upwards to get a better angle – encouraging Fluttershy’s thighs to wrap around her head, joining her forehooves that were already pressed to the back of Twilight's head.

Twilight simply dug in harder with her tongue, and her eyes darted upwards for a moment, watching each surge of pleasure make Fluttershy bite her lip harder, eyes clenched.

“A-ah…”

Applejack’s and Rarity’s hooves stroked each other in time with the movements of their friends. Applejack’s ears twitched, picking up on the quiet breaths of air Rarity was releasing. She glanced over to Rarity curiously, surprisingly meeting deep blue eyes.

Rarity gave a little smile in return, blushing lightly, her hoof speeding up slightly on Applejack’s marehood. She delighted in the small gasp she received in return.

Applejack’s heart gave a little leap every time she felt Rarity give an accidental grind to her own hoof. She grinned cheekily and leaned over to nibble the top of Rarity’s ear, and Rarity smirked, blushing, and nuzzled up to Applejack’s neck, settling in to enjoy the show.

Twilight just wanted more. She wanted to hear more of those delightful squeaks Fluttershy made. Fluttershy’s heat was affecting her, for sure. The analytical part of her brain told her how interesting it was that it affected her so much, but the rest of Twilight’s brain told the analytical part to shut up so she could keep eating out her friend. Suddenly, an idea found its way lodged into her mind.

Her horn ignited, and Fluttershy cried out loudly.

“A-ah–! T-Twi…? H-haahh…”

Twilight’s magic played against Fluttershy’s inner walls. Fluttershy was unused to such precise stimulation of all of her most sensitive spots, her breaths quickening to a rapid pace. She sucked her lip back into her mouth, biting down on it again to attempt to quiet herself down a bit.

“T-Twilight, mmn– I-I’m almost– A-ah!”

Her attempt didn't really work.

Twilight’s horn had grown brighter at those words, increasing the intensity of the magic pressing into Fluttershy.

Fluttershy’s hips rotated without her consent against Twilight’s face, before locking up, her back arching.

Twilight simply gave her tongue one last burst of speed while Fluttershy shook in her grasp.

Applejack bit her lip, looking into Rarity’s eyes. Their hooves were pressed against each other, and they sped up in sync. Rarity couldn’t quite believe this was happenin–

Okay, that was an outright lie, considering all the things she and her friends had ended up doing together. They’d certainly been in stranger situations.

Her thoughts were cut off by a moan bubbling its way out of her throat.

Applejack’s and Rarity’s attention was briefly shifted back to the clearing at Fluttershy audibly crying out. It sent shivers up their spines, and their eyes met once more, coming to yet another inaudible agreement. Their hooves sped up their actions, and Rarity barely stopped herself from lurching forward. They ground uncontrollably into each others' forelegs, before everything but their forelegs – which went into a blur of motion – froze. They watched each wave of pleasure that they felt echo through the others' eyes.

A couple of minutes passed with Fluttershy just panting, on her back, with Twilight cuddled up next to her. Her mane and wings were splayed out over the soft grass, her tail lazily swaying back and forth, a smile plastered to her face.

Twilight sat up, and grinned, looking down at Fluttershy, before casting a sly smirk towards the bushes and trees.

“Alright, AJ, Rarity, you can come out now.”

Applejack and Rarity promptly fell straight through the bushes. Rarity giggled nervously, and Fluttershy glanced back and forth between them in subdued amusement – and a hint of mild alarm.

“A-aha! Why, T-Twilight darling, I see you’ve finished up with Fluttershy!”

Twilight closed her eyes and chuckled.

“I know you’ve been here the whole time, and I know that you’ve been up to some interesting things with Applejack over there. Enjoy the show?”

Rarity waved dismissively, still chuckling unnaturally.

“Whatever are you talking about, ahaha, Darling?”

Applejack smirked, and whispered something inaudible into Rarity’s ear. Rarity promptly blushed, squeaked, and began trying to stutter something in response, before giving up, tiredly giggling in amusement.

“Fair enough. Alright, alright, Twilight, you caught us. Happy?”

She smiled and trotted over to Fluttershy.

“Feel better, Darling?”

Fluttershy giggled quietly behind a hoof.

“Y-yes.”

Fluttershy's smile turned mischievous, and her eyes darted towards Twilight.

“I also think that someone has been waiting patiently for a while, and maybe needs to be paid back.”

Applejack smirked, and trotted over to Fluttershy and Rarity, who were already busy directing predatory grins towards Twilight, who was looking with nervous amusement between the three of them.

“U-uh, girls?”

They advanced towards her, facial expressions not changing in the slightest.

“G-GIRLS?”

π π π

Author's Note

Thanks for reading this little tale of mine! Goodness gracious, I swear, it took out forever to crank this one out. I started it ages ago, then school punched me in the face and said, "NO. NO WRITING FOR YOU." Alas, school is out for the summer, and I have returned to you at last!

As always, constructive criticism is welcome!

Thanks!