A different side of Fluttershy

by Nocturnal Derp

Rating: mature
Tags: Romance
Length: 4421

Warning: Clopfic Fluttershy goes into heat, Dash happens to stumble by. Things happen.

I know I am not the first to do this but I enjoyed the idea so… yeah.
Anyway, Fluttershy has gone into heat, again. Usually she just waits it out and avoids other ponies until its over, especially Dashi, but… what happens when she can't avoid her? I think you can figure it out. Fortunately for her, Dash is not opposed to the idea.

Edit: Reading has been done on youtube… Clicky

Published 1970-01-01 00:00:00 UTC
Last updated 2014-05-24 02:00:03 UTC

Not the pony you thought she was.

Fluttershy hummed happily to herself as she groomed her flowers in the garden. It was one of those days were everything was just right for gardening, well at least for her anyway. Something was off though, not the weather no. Nothing was wrong with her flowers.

There was a tingling in her haunches that she couldn't shake and she was particularly warmer than she should be despite the spring breeze. She wiggled uncomfortably before picking another group of weeds from the soil. "Ohh not today." She sighed. She wasn't particularly fond of going into heat and was still somewhat new to the feeling. Most mares would just have their stallion take care of this problem and they would happily oblige.

Fluttershy however did not find much appeal in stallions. She hadn't admitted it to any of her friends considering they were mostly mares and she did not want to make things awkward between them, or worse become rejected by them. She didn't have feelings for any of them, so there was no point in any of them knowing... Well all accept one. Her best friend Dashie. Even so, she was to afraid to say anything, she didn't know if Rainbow Dash would feel the same or if she even liked mares that way.

Being the shy mare that she was the thought terrified her. She decided it was best to keep it a secret, and to avoid Dashie while she was in heat. Today however fate was going to play a little game.

   At that moment she heard someone knocking at her door from around the cottage.

"Fluttershy? Flutters ya home."

"Eeep Dashie." Flutters whispered to herself as her face grew red. She contemplated staying put and waiting for Rainbow Dash to leave but the thought of Rainbow flying around town and not being able to find her may cause undue stress on her friend. She at least had to see what it was her friend needed. Fluttershy went and poked her head around the corner to the front of her cottage.

"I'm over here Dash."

Dash barely hears the timid mares soft voice as she turned her head to see Fluttershy peeking around the corner. "Hey Shy, what ya up to?" The blue Pegasus inquired.

"Um... Nothing." Shy replied. "Dash I'm sorry b-but now's n-not a good time."

A flash of concern struck Dash's face. "Is something wrong?" She hovered over to her friend and dropped down in front of her.

"Eeep" Fluttershy retreated a few steps, not wanting Rainbow Dash to see her in her current state. "N-n-no j-just gardening." She strained her body to prevent herself from shuttering or squirming in front of her.

"Shy are you sick?" More concern clouded Rainbow's facial features for her long time friend.

"No I'm just um... Uh..." Fluttershy dropped down on her belly and covered her head with her hooves. Maybe if it were anypony else she'd be able to come up with something but this was the one mare that made it even more difficult to control herself.

"Shy I don't.-" Then it hit her. 'Shes in heat.' "Oh Flutters." Rainbow Dash's own muzzle shaded red, catching her friend at such a time. Secretly she knew how she felt. There's been times where she had stayed in her own cloud home when she felt this way, and purposely avoided Fluttershy.

  "I-I'm sorry Dash. I j-just can't be around you today. Maybe tomorrow." She kept her eyes closed out of respect she did not want to look at her friend in a sexual way.

  Another realization struck Dash. "Flutters, y-you, like-." The words were hard to form in her head. "Me?"

  Fluttershy let out a whimper in response as she tried to bury herself further into her hooves. She wanted to run and hide but had nowhere to go, she was already home. "Please don't hate me." She squeaked.

"Hate? Shy why in Cloudsdale would I hate you? I-I just didn't think that you of all ponies would be... Well, like mares. Flutters I'm the same way." She was eager to let her friend know that she was not alone in this.

  Shy forgot her discomfort for the moment as she removed her hooves from her head, though stayed on the ground. "R-really?"

"Yes Shy and... Well you sorta know the pony I like." This next part was going to be a little more difficult to tell her friend. Coming out was one thing, admitting your feelings was another, especially for the prideful Rainbow Dash. If it had been anypony else she would have avoided the subject or lied. However everypony needed somepony they could open up to, even Dash, and that pony happened to be Fluttershy.

Fluttershy's heart sank. 'She likes somepony else.' She thought to herself as her eyes closed and her face grew an even darker shade of red. Now she felt like a fool.

Rainbow saw Shy's face sadden and tried to make it clearer. "Shy you know her really well."

  'Oh great its one of the mares.' This did not make her feel any better as she remained oblivious to the situation at hoof, her mind still clouded by her condition.

Rainbow sighed. She'd just have to spit it out, or... Rainbow Dash leaned down, closing the distance between her and the yellow Pegasus that lay on the ground. She paused just an inch away from Fluttershy's lips, closing her own eyes, and blushing madly before kissing her friend gently.

  Fluttershy's eyes widened in surprise, her ears perked up at the contact and her wings spread open unprompted. At the realization of it all though, she quickly relaxed, pressing into the kiss and purring happily. 'Its m-m-me' She thought excitedly then scolded herself for being so naive.

Rainbow was the first to break the kiss, leaving Shy longing for the contact. "Do you get it now?" Dash asked more timid than usual. It wasn't like her to get all emotional but with Shy, she had always felt different, just couldn't tell her until now.

Fluttershy got back on her hooves, put her head down so that her pink bangs covered her right eye and she looked up at Dash with her left. "Y-yes. Dashie I'm so happy." she squeaked.

Rainbow giggled at her shyness, but saw something else in her eyes. Want? Desire? No it was lust. That's right, she's hot right now.' Dash remembered. Shy respected her to much to suggest such a thing to Dash. However Dash couldn't honestly say she'd never thought about it before. "Flutters are you... Feeling okay?"

  The kiss had rekindled the heat in her body and her fidgeting resumed along with the red color in her cheeks. "Dash I, I need your help, I mean uh..." Just because Dash told her she liked her did not make Shy sure that she'd be comfortable with... That.

  Dash wasn't going to let her Flutters suffer any longer and stepped closer to her. "Shy are you sure?" She asked nervously and gave her friend a peck on the cheek to let her know that she understood what she meant.

  Fluttershy nodded her head slowly longing for Dash to take her already. She'd never thought a mare like Dash would like a mare like herself but it happened much to Shy's surprise and joy.

Rainbow sighed softly, taking a breath before stepping into Shy planting another kiss on her lips. Shy kissed back and let her wings flutter a bit before settling them back to her sides. She felt herself growing hotter and wanted more. This was unlike her but after all, instinct can often dominate the mind.

  It wasn't long before Dash decided to nip at Shy's bottom lip playfully enticing a squeal from Flutters.

Flutter pulled away slowly and gave Dash a cute and seductive look before walking past Dash toward her front door. As she passed Rainbow she brushed her soft pink tail against Dash's rainbow colored one. She had the vainest idea of how to be seductive but it was enough to entice Dashie.

Rainbow gave a slight shudder to this. Was this really happening? She turned and watched Shy walk slowly, swaying her hips as she headed up the stairs to her cottage. Yes, yes it was. Dash hurried inside after her friend as she entered the cottage, kicked the door shut and practically pounced on Shy, knocking her over then stood over her.

Fluttershy giggled at Dash and wrapped her forhooves around her neck pulling her to herself and kissing her deeply. Dash couldn't stop her wings from spreading open from the electricity that ran threw her body at this sudden burst of confidence from her friend. Instead of fighting it she embraced it, opening her mouth and licking Fluttershy's bottom lip. Fluttershy caught on and opened her own allowing Dash's tongue access. Their tongue's swirled and danced around each other as they battled for control of the kiss.

  Dash never new that Fluttershy had a side like this. She wasn't complaining though, in fact she loved it. Rainbow broke the kiss, lowered herself onto Shy, began grinding her marehood into Shy's and started nibbling at the base of her neck to her shoulder.

Shy shuttered and moaned at the initial contact but eventually started returning the favor, fully aware of the heat and pressure building inside of her, yet it had never been this bad before. She tried to use her forhooves to pull Dashie's head away from her neck so she could show Dash how it felt but Dash clamped down onto her shoulder, a bit harder than she had meant and tasted blood as Fluttershy squealed.

  Immediately Dash panicked and rose off of her friend and looked down at her in fear that she had hurt her. "Shy I'm so sorry, I didn't mean, I-I-" Her voice trailed off. She should have known better than to be that rough with Fluttershy, she let her body take control. That's when she saw the look of the yellow mare who had touched the wound and was now looking at the blood on her hoof, then up at dash. However it was not a look of pain, or anger, or sadness. The look was almost playful yet aggressive.

"Is that all you got?" Fluttershy asked accusingly. She had no idea what was coming over her but she didn't care. She felt to good and was having to much fun with the mare of her dreams, her best friend Rainbow Dash. She was beginning to understand why her friend was so rough all the time, so physical, it gave you a rush, a rush that she craved, a craving she was going to satisfy here and now. "Well?" She demanded with sarcastic impatience.

"F-f-flutters?" Dash's voice was that of surprise and disbelief as her muzzle turned a nice shade of red. The sudden confidence from Fluttershy only made Rainbow that much more hot as she smiled down at her friend wickedly. "Oh this is going to be fun." Dash proclaimed. Before she could continue her assault on Shy however...

Fluttershy managed to fold her wings in, take one of Dash's hooves, and roll her over all in one smooth motion. Dash let out a very out of character squeak of surprise as she fell into the submissive position and tried to roll back on top. The two mares tussled for dominance a moment until Shy was able to secure Dash's hooves over her head with her own. Shy stared down into the now softening eyes of her prey with pride that she had takin down the winged warrior. They stayed like that for a minute, catching their breath from the brief yet exuberant conflict. Shy let her wings unfold with a sigh of relief and blushed as Dash stared up at them in awe her own wings spread flat on the bed from the excitement.

  'Wow she's beautiful.' Dash thought to herself, forgetting momentarily the events that were taking place.

   Fluttershy dropped her head, hiding behind her bangs, blushing madly, and the timid look returned.

Dash reached up and softly took Shy's cheeks in her hooves, pulling her down into a slow passionate kiss merely out of appreciation of her beauty. After a moment however, Dash nipped Shy's bottom lip again, enticing another squeal from the yellow mare who pulled back in surprise. "Come on Flutters, you were doing so good to." Dash teased playfully.

  Fluttershy giggled and put her game face back on. "Don't worry Dashie, I won't disappoint you." Fluttershy was enjoying playing top mare even though she was new to it all. She had a basic understanding of it from the books Twilight had secretly lent her from her more, erotic selection. Dash didn't seem to be complaining either. She never felt this confident around anypony besides Dash. "I still have to get you back." She smiled mischievously before driving her muzzle into Dash's shoulder, clamping down on it, not quite as hard as Dash had but enough to get another out of character squeak from her friend who tensed up immediately from the sudden pain that shot threw her shoulder into the rest of her body. Had it been any other situation she might have been upset but in the condition Dash was in now it did nothing but fuel the fire.

   'I can't let her go uncontested.' Dash thought as she fought the urge to just give in and allow Shy to take her. Dash tried to fold her wings over Shy's body above her to gain some leverage but Shy forced Rainbow's wings back to the floor with her own.

  Shy released her grip on her shoulder and moved up to nibbling at Dash's ear. She was going to savor her control, make this as slow as possible, just to drive Dashie crazy.

'How is she this strong?' Rainbow asked herself. No matter how hard she strained or pushed she couldn't unseat the normally docile mare. She was the most athletic mare in Ponyville and yet she was being handled like one of Shy's animals. Every time Dash managed to get her wings off the floor Shy slowly forced them back down with her own, their sensitive feathers tickling the others as the battle of strength between the two pegasi raged on. She came close only once but was foiled as Shy moved from Dash's ears to her lips, sliding her tongue back into Dash's muzzle, distracting the rainbow maned mare enough to force her wings down once again. Dash growled into Shy's muzzle and Shy giggled in return. After only a minute of their passionate kiss Shy moves back to nibbling at Dash's sensitive ear tips. It was fun to her and she enjoyed hearing Dashie grunt, whimper and moan at her assault.

  Flutters had to release one of Dash's forhooves to use her own for a more devious purpose. She traced her hoof down Dash's chest, down her stomach, to her pussy and rubbed it gently up and down, tracing her outer folds with the tip of her hoof. Shy pulled away from Dash's ear to look down at Dash's face to see her reaction. Her eyes were closed and she was biting her lower lip, tense at the feeling of her nether regions being toyed with. Shy lowered her self and planted a kiss on Dash's muzzle then licked at it cutely.

  Rainbow hooked her free hoof around one of Shy's wings and licked back at Shy, momentarily forgetting about fighting back. Shy had her right where she wanted her. Rainbow was surprised how quickly she had been dominated by the less experienced mare. She could do nothing now but play defense and even that was faltering as Shy picked up the speed and pressure in which she was assaulting Dash's marehood, while nipping, biting, and  nibbling at various places on Rainbow.

Once Dash began moaning and whimpering Shy decided she would take it to the next level. She released Dash's other hoof and began sliding her way down Dash's body.

   "F-f-f-Fluttershy?" Dash stammered then whinnied as she felt Shy's tongue trace gently up the outer folds of her pussy.

Fluttershy had no real world experience when it came to this but from Dash's reactions she made the assumption she was doing something right and continued to trace the outside of her marehood with the tip of her tongue before gently nipping at the top of it. The sweet taste and smell of Rainbow's juices motivated Shy to go further, piercing her outer folds and exploring the walls of Dash's pussy until she found Dash's clit which she flicked with her tongue a few times, enticing another degrading whiny from her friend.  Shy giggled and reluctantly pulled away from Dash's cunt to once again examine Dash's reactions.

  Dash looked up at Shy once she had pulled herself together. "Shy t-that was, your really good." Dash managed between breaths.

Fluttershy blushed at her words. "Were not done yet." She said as she began walking up to the stairs to her room, leaving dash lying there on the floor panting. Dash hadn't finished yet but she needed to regain some composure before following the canary colored mare who had stopped mid-way up the stairs and sat patiently waiting despite her own heat burning inside her. Finally dash rolled over, got to her hooves and walked slowly and painfully toward the staircase.

  "Ohhhh why couldn't we just finish down here?" Dash whined.

  Fluttershy giggled at her friends desperation but in truth, was just as eager to finish the job. "Dashie, I wanted you to be comfortable as possible for the finale. I also didn't want to finish my first time on the floor of the living room." Shy pointed out, her cheeks burning red as she trotted her way up the rest of the stairs.

  Shy was not ready to give up her position as top mare just because they changed their location. As soon as Dash got close enough to the bed covered with a floral print comforter, Fluttershy flapped her wings, hovering off the ground, scooped the surprised blue mare off the floor and laid her gently on the bed. Fluttershy stood over her friend on all four hooves staring down at the blue mare who looked up at her with a sly smile and half closed eyes, her cheeks and muzzle tinted red.

  Dash had no intentions of fighting back any longer, but instead relished the feeling of being dominated by the usually docile and gentle mare. A wave of emotions coursed through her veins like a steam engine, some of them familiar as from her other intimate relations with mare and stallion alike. Though there were some that she could not place. A deep feeling of happiness, more than content. The feeling broke through even her currently clouded mind. "Shy... Shy I think I-"

"Not yet." Shy quickly silences Dash, placing her hoof gently on Dash's lips. She moved her hoof gently through Dash's mane. "I'll be right back."

Confusion masked Dash's face but she said nothing and let Shy jump off the bed and trot over to one of her drawers. Shy began rummaging through the drawer, apparently looking for something. Dash heard a quiet squeal from Shy but could not tell what it was for besides the fact she'd found what she was looking for. The question was, what had she found?

Fluttershy stared down at the  double sided dildo she had found in her drawer. She had never used one before and when she had bought it at the time she did not know it was for two until she read up on the subject in one of the books she borrowed. Now she was glad she had bought the wrong kind. She placed it in her mouth so she could trot on all fours back to the bed where dash waited.

"Fluttershy? I didn't know you had toys like that." Rainbow exclaimed as Shy climbed atop the bed.

"Um, w-well this is the only one I have. It took me quite a while to build up the courage to buy it to." She admitted bashfully. "A-a-and I haven't r-really used it yet." Shy hid her face back behind her bangs.

  "Well, maybe I can help you break it in then." Dash replied with a grin of anticipation.

Shy's shyness faded as the pressure in the lower half of her body reminded her what they were in bed for. She placed a hoof gently on Dash's chest and pushed her back down to the covers and climbed atop her and held the toy between their two pussies.

Dash noticed there was still a look of uncertainty in her friends eyes. "This is your first time." Dash realized aloud. "Shy its going to hurt a little bit. If you don't-"

"I know Dash, its okay though, I'm ready." Shy found her confidence again as she slid her half of the dildo into her own marehood, wincing with both pain and pleasure as it pierced her cunt and her muscles contracted around it. Dash took hold of Shy's shoulders to reassure her she was there.

  At last the pain sub-sided enough for Shy to put the rest of the dildo inside of Dash's pussy, even letting a little giggle escape her muzzle as Dash gasped and arched her back under her.

Shy went slow at first, pumping ever so gently. She couldn't go fast yet, despite her pleasure she needed to quell the pain first before taking it up a level.

Rainbow wasn't going to pretend this was enough for her but she fully understood and was patient, even stopping Shy momentarily. "Are you alright?" More concern in her voice.

  "Y-y-yes I-I'll be fine. I'm sorry." She stammered through her heavy breathing, she had been doing good until now and was upset she was disappointing her friend.

"There's nothing to be sorry for Flutters. I'm more concerned about your welfare, more than anything. I understand, please take your time, and if you need to stop, just let me know." Rainbow replied, even though it would practically be torture to stop now she wasn't going to gain pleasure through her friend's pain. After she was sure that Shy was sincere she let her continue.

Fluttershy was able to pick up the pace after a short while and even enticed a small moan of pleasure from Dash that inspired her to work harder. Not long after the pain all but vanished, replaced with pure pleasure and she was able to take up the role of dominant mare once more, taking control and thrusting the dildo in and out of Dash.

Still Rainbow offered no resistance, she had come to enjoy the feeling of surrender to Shy. She bucked back weakly only to increase the friction between the two, not to entice a challenge. This was Shy's time, she'd earned it, and Dash was not complaining in the least.

Quiet moans, whimpers, and whinnies escaped the two lovers muzzles as they grew ever closer to the finish. Despite being on top Shy would be unable to outlast her more experienced friend but she wanted to at least last as long. Luckily for her Dash was on the edge.

"F-f-flutters, I think, I,-" She was unable to finish her sentence as she tensed up, her back arching, and a long drown out whinny escaped her throat as she desperately held on to her last ounce of control.

  Shy took hold of the edge of Dash's out splayed wings that lay flat on the bed and doubled over, holding her breath. The feeling was almost unbearable, almost to good, so much pressure that demanded, screamed for relief. In a last ditch effort to hang on she bit down, hard on Dash's shoulders, pushing her friend over the edge and into climax as she cried out in pleasure and wrapped her forhooves around Shy's body holding her close as orgasm sent spasm after spasm over her own.

  Not a second later Shy followed. She never released her bite on Dash, even after tasting blood as her own climax took control of her mind and body. After what seemed like an eternity there rain of chaotic pleasure sub-sided and Shy released her grip on Dash's wings and shoulder then collapsed on top of her friend.

  Both ponies were exhausted, breathing heavily and panting. Shy came to and realized she had hurt Dash. She propped herself on her tired forhooves and looked down at her friend with concern as Dash had done for her. "Dashie, are you okay?"

  Dash almost did not know what she was referring to until she felt a slight sting on her right shoulder from the bite. "Oh Shy, It'll take a lot more than that to hurt this Pegasus. Besides, I figured you were just getting me back for earlier." She replied jokingly.

  Fluttershy giggled and gave Dash's muzzle a quick peck, the shyness in her demeanor returning. "Dashie t-t-that was amazing!" She exclaimed. "I never thought-"

"I know." Dash replied. "Truth be told Flutters that was the best I've ever had." And she wasn't lying either. "But, uh Shy?"

"Yes Dashie?" The yellow mare inquired.

"You can take it out now." She answered blushing as she pointed down with one of her hooves.

"O-oh, right." The shy mare sat up and pulled the toy out of her own first, wincing as it slipped free, then removed Dash's end. She discarded the toy carelessly off the side of the bed and crawled next to her friend, managing to relax her wings so she could get closer to the blue mare.

  Rainbow sighed and closed her eyes. "So... I guess were not, well just friends anymore then." It was more a question than a statement and she held her breath waiting for Fluttershy's reply.

  "I-I'd like to be m-more than friends."

"Can I say it now?" Dash asked nervously keeping her eyes closed, aware of the blood rushing to her cheeks.

  "Yes."

Rainbow Dash took a deep breath, opened her eyes, and turned toward Fluttershy. "Fluttershy I love you."

Fluttershy's face lit up and a smile spread across her muzzle. "Oh Rainbow Dash, I love you to."

The two pegasi fell asleep, wrapped in each others hooves that night, completely oblivious to everything but the other mare that lay beside her.