Helping Fluttershy

by ismit32

Rating: mature
Tags: Sex, My Little Pony: Friendship is Magic, Fluttershy, Original Character
Length: 4639

Fluttershy runs into a problem, one that is too embarrassing to tell her friends about.

Wanting to deepen her voice for a performance, Fluttershy attempts to use some poison joke. Much to her dismay, it isn't her voice that became more stallion-like. Too embarrassed to be seen by her friends, Fluttershy asks the only pony she can think of that may have the expertise to help her; a young unicorn named Lexxi.

I wrote this fic for Lexxi, she is the OC of the person who does the voice acting for Buttons Mom in the TiaraWhy video's.(not the original from Jan Animations) Check her out! Lexxi has read and given approval of this fic and permission for me to post it here.

Let me know if any one wants to make any art for the cover image. (I don't have much talent in drawing.)

Published 2014-06-02 03:40:03 UTC
Last updated 2014-06-02 03:40:03 UTC

The not-so-much-a problem

Lexxi hears a knocking at her door late one night while she was busy inspecting one of her new ‘toys’ that she had ordered a few weeks before. Sighing at some of her scarce time being interrupted by this uninvited guest she tried to ignore it at first but the mysterious pony didn’t seem to take the hint and kept knocking every few minutes. Seeing that they wouldn’t stop Lexxi decided she may as well go see who it was and get it over with so she can get back to playing.

Lexxi came to her door and opened it to see a very surprised looking Fluttershy who was mid reach to knock on Lexxi’s door again. Fluttershy promptly shrunk back with an “Eep!” as Lexxi considered her late night visitor. Lexxi had only shared a few short words with the mare before as the girl was very quiet and shy.

"Did you need something Fluttershy?" Lexxi asked looking down at the quivering ball of yellow and pink.

Fluttershy’s ears perk up at her name and she stands again, remembering why she had come. “W-Well Lexxi, you see… um.. I have a … uh... Problem and I heard you know about these things and I just can’t talk to my friends about it and... Umm... Sorry I didnt mean to bother you I will just go.” Fluttershy meekly half mumbles out and starts to back away, avoiding eye contact the whole time.

Sighing again at her now soon to be non-existent play time, Lexxi speaks up “Hold on Fluttershy, if I can help you with something that seems so important that you have to visit me so late at night then I will. Why don’t you come inside so you can tell me all about it?” Lexxi offers as she steps to the side to allow Fluttershy to enter.

Fluttershy lights up “Really? Oh, thank you, thank you!” She says as she moves back to Lexxi.

"That’s quite aright" Lexxi replies as Fluttershy attempts to enter her house… very strangely. Fluttershy seems to do everything she can to face directly towards Lexxi, meaning she has to try and fit through the door sideways while pushing past Lexxi.

Once inside Lexxi leads Fluttershy to her lounge room and offers her one of the two lounge chairs that sat close to each other. Then once again Fluttershy acted strangely as she sat, keeping her hind legs straight and glued tightly together while sitting her hooves over her crotch. Lexxi takes up the other seat and turns to her.

"So what is it you needed my help with Fluttershy?" Lexxi asks now genuinely curious from how Fluttershy has been sitting. Wondering if she had just found someone she liked for the first time and didn’t know what to do about the urges mares feel that come with it.

"Well, you heard about my singing performances where I sang for big mac when he was ill?" Fluttershy starts and Lexxi nodded, having been in the crowd at the time.
"Um… w-well… I was hoping to practice singing in a deep voice again to help Rarity with a show she is wanting to put on and … uh … well … this time when I used the poison joke it wasn’t my voice that became stallion like." Fluttershy says nervously as she blushes profusely.

Lexxi’s eyes widen as she glances between Fluttershy’s face and crotch. “You mean?” Lexxi points between Fluttershy’s legs and she nods.
Lexxi clears her throat “Uh, well I am not well versed in magical plants, but shouldn’t Zecora be able to fix you up like she has before?” Lexxi wonders.

Fluttershy nods “Yes, but I can’t… at least not yet… it would be too embarrassing right now” Fluttershy is hit by another bout of blushing.

"What do you mean?" Lexxi inquires as she shifts in her seat.
"Well, since I first saw it… it kind of grew…" Fluttershy’s face now seems to have permanently changed into a red hue.

"Grew?" Lexxi’s heart started to beat a bit faster.

Fluttershy nods again “A lot...”

Lexxi feels that familiar tingle in her nether regens “Fluttershy, how long ago did this happen?”

”...Umm… about a week…” Fluttershy replies as she fiddles with her front hooves.

"A WEEK!? You have had an erection for a whole week!?" Lexxi blurts out as her breath quickens slightly. Fluttershy cowers a little at the outburst but nods.
"S-so why did you come to me?" Lexxi tries to calm herself down, if only she wasn’t testing her new toy only a few minutes before…

"Well it’s too embarrassing to go have it healed like this… So since you know about stallions and things… I was hoping you could tell me how to make it go down? … if that’s okay with you that is…" Fluttershy asks innocently.

Lexxi smirks a little as an idea pops into her head. “I could help you, but as I am sure you know, all stallions are different so I’m going to have to see what you have first-hoof” Lexxi says as she gets off her chair and makes her way to sit in front of Fluttershy.

"B-but… I…" Fluttershy stammers

"it’s alright, you don’t need to be shy about showing me" Lexxi comforts Fluttershy as she puts her hooves on Fluttershy’s thighs and starts pushing them apart. Then suddenly Lexxi feels a strong meaty slap whack her across the jaw before the culprit continues up till it rests against Fluttershy’s chest. Lexxi slowly looked up wide eyed at the big appendage which had just assaulted her and subconsciously licks her lips.

"Oh my! I am so so sorry Lexxi! I didn’t mean to!" Fluttershy begins before Lexxi puts a hoof to her mouth to silence her.

"Is this for real?" Lexxi says almost in wonderment at the new equipment Fluttershy had. She places the tip of her hoof at its base just above the two big balls it sported and ran it up along its hot hard length to the tip. Fluttershy gasps and her big cock starts visually throbbing with her heart beat a couple of veins making themselves known across its surface.

Fluttershy covers her face with her hooves “S-so can you help me?”

"I can definitely help you make it go down… but you’re going to have to trust me, can you trust me Fluttershy?" Lexxi asks as she puts her hooves either side of Fluttershy looking at her face but hovering her own just above Fluttershy’s tip. Her breath causing it to twitch up enough to touch her lip. Lexxi quivers in anticipation from the contact, a drop of her love juices runs down her thigh as she takes in another deep breath filled with the strong scent of Fluttershy’s cock. Lexxi wonders if she could hold back even if Fluttershy said no. To her relief though Fluttershy nods.

Wasting no time Lexxi takes Fluttershy’s cock in both for hooves and admires it for just a second before plunging it into her mouth and sucking hard. The size of it almost hurts her jaw with how wide she has to open it. Fluttershy gasps and moans as she arches her back, clearly never feeling pleasure like this before. Lexxi pulls back and licks the tip, the taste of pre-cum already spreading throughout her mouth.

She then moves down the length of the cock licking and kissing it along the way till she makes it to the balls. Sucking on them lightly she looks up at Fluttershy who has moved one of her hooves away from her face to start rubbing her saliva covered tip, her face clearly becoming consumed by lust and the want to cum. But Lexxi was having none of that yet.

"ah ah! That’s my job Fluttershy" Lexxi chastises Fluttershy and grins as her horn glows causing both of Fluttershy’s fore hooves to be tied either side of the chair.

"b-but!" Fluttershy starts but is cut off when Lexxi climbs atop of her and French kisses her.

"Trust me, remember? Don’t worry, I’ll get you there." Lexxi says seductively as she lowers her drenched pussy down on the underside of Fluttershy’s member. Lexxi begins sliding her back and forth along Fluttershy’s length, revelling in its twitches under her movements. Both Lexxi’s juices and Fluttershy’s pre-cum add to the lubricant as Lexxi bites her lower lip and begins to add her own moans to the mix of sexual sounds.

"A-ah! s-something’s!" Fluttershy stammers as she begins to thrust her hips up against Lexxi. Lexxi starts thrusting more herself, wanting to see Fluttershy cum, wanting to see her cover herself in her own jizz. Fluttershy lets out a loud moan and gives a final thrust. Lexxi pushes down in kind and feel Fluttershy’s cock twitch hard and pulse as she starts to cum. The cum bursts forth from Fluttershy’s tip, pumping out over Fluttershy’s face neck and chest. She collapses back on the chair panting hard.
"Th- thank you Lexxi… that was-" Fluttershy stops and glances down to see Lexxi smiling and licking the cum off her still hard cock.

"What? You didn’t think that was the end did you? We have A LOT more work to do before we are through here." Lexxi says excitedly before getting up and positioning her pussy over Fluttershy’s tip.
"Mmm, you trust me right?" Lexxi half moans out as she presses down on Fluttershy’s dick, her pussy slowly spreading to take in the girth.

Lexxi continues pushing down on Fluttershy’s cock by slowly allowing her weight down on it while attempting to loosen her muscles. Fluttershy’s cock bends slightly at the pressure before there is a give and it pops back to straight as her end penetrates Lexxi’s tight hole. Lexxi gasps at the sudden entrance, her knee’s shaking and almost giving way. She grabs the top of the chair to steady herself before looking down at the quivering Fluttershy, a clear look of pleasure on her face. She smiles and thinks to herself ‘this is going to be fun’.

Lexxi continues lowering herself slowly down on Fluttershy’s dick, with the aid of the copious amounts of their mixed bodily fluids it slides in smoothly. Lexxi moans lightly and bites her lower lip. Her eyes rolling slightly from the sensation of such a thick dick rubbing all her walls at once, filling her up completely.

Then something happens that hasn’t happened with any other stallions she had been with before. There was a bump inside her and the feeling almost made her cum then and there. Fluttershy’s cock had hit against her cervix, with a couple inches to spare. Lexxi begins to gyrate her hips in a circular motion, enjoying the feeling of teasing Fluttershy’s tip with the entrance to her womb. Each rotation being rewarded by equally arousing sensation of Fluttershy’s cock twitching hard inside her.

"So how does it… nmmm …. feel to lose your *gasp* ah… mmale virginity, Fluttershy?" Lexxi asks teasingly, doing a poor job of hiding her own pleasure. Her pussy juices already dripping down Fluttershy’s length.

"Aah! L-Lexxi! I *gasp* I… b-BUCK it’s so good! NNN I…ah! can’t… sorry!” Fluttershy struggles to get out but before Lexxi could ask what she meant Lexxi felt herself float up as a feeling of emptiness came from inside her. Looking down she sees that Fluttershy has placed her wings on Lexxi’s ass and lifted her up while Fluttershy pulled her own hips back till only the tip of her cock was inside Lexxi. There was a brief pause as Lexxi’s eyes widened, watching Fluttershy’s wing muscles visible flex as they built up strength for what was about to come.
"Ah fu-" was all Lexxi was able to say before the lust filled Pegasus thrust her down hard, apparently attempting to impale her with the force, Lexxi thought. Fluttershy quickly set into sporadic thrusts, a virgin’s signature, no rhythm, just aiming at whatever place felt the best. Lexxi took the opportunity to try and get used to Fluttershy’s size. Which was exceedingly difficult as each time it was withdrawn it felt like her vag was being pulled on by the flare on the end of Fluttershy’s giant horse cock. Only to be thrust back in her tight hole, filling it to its limit. This also had the effect of showing a visible bulge in Lexxi’s stomach as her body stretched slightly each time Fluttershy’s cock was inside her, a sight which Fluttershy’s eyes seemed fixated on.

"I’m inside you Lexxi! I’m really inside you! Buck this is so amazing! Your vagina feels so good!" Fluttershy starts to suddenly blurt out awkwardly as her thrusts lose even more rhythm. Taking that as the queue that Fluttershy really doesn’t know what she is doing any more and wanting to make the pleasure more consistent for herself, Lexxi decides to take back control of the situation. Lexxi’s horn lights up again and this time Fluttershy’s wings are forced away from Lexxi’s ass and tied down with her forelegs.
"Huh?" Fluttershy says surprised while her hips are also tied down to stop their movement and struggles against her bonds for a second. After confirming she couldn’t move Fluttershy looks up pleadingly at Lexxi who was currently catching her breath after that erratic ride.
"Please don’t stop now Lexxi!" as her legs squirm with denied pleasure.

Lexxi catches her breath then looks up at Fluttershy as she brushes a strand of mane out of her face and smiles at the sexually frustrated mare.
"Oh? First you come here for my help, then you try to have all the fun to yourself and now you’re telling me what to do?" Lexxi smirks at the shame on Fluttershy’s face.
"I wonder what I should do? Maybe I should stop helping you all together?" Lexxi says teasingly as she oh so slowly raises herself, as if she is about to get off it.

"P-Please don’t Lexxi! Mm~ I’m sorry! I’ll do anything!" Fluttershy exclaims with her worried eyes fixated Lexxi’s slowly rising pussy.

Lexxi stops rising and hope fills Fluttershy’s eyes “Anything? That’s a big word Fluttershy, what if I asked you to keep this cock of yours and to come fuck me every day?”

"Yes! I’ll keep it! Just please give me more!" Fluttershy replies in desperation to have her meat stick plunged deep into Lexxi’s hole once more.

"Sounds like we have a deal Miss Shy" Lexxi says as she slowly lowers herself again and moaning softly while she watches Fluttershy’s face melt into pleasure once more. Lexxi begins at a slow pace rising halfway up Fluttershy’s cock and sliding back down till the tip bumped against her womb. Sliding up and down, enjoying taking in Fluttershy’s moans of pleasure and frustration of wanting more.
"mmnnn… This is quite the cock you have here you know Fluttershy? I am sure your friends will love it just as much as I do." Lexxi says teasingly into Fluttershy’s ear. Then is greeted by a pleasant surprise, at the mention of her friends, Fluttershy’s cock bulged slightly and she let out a short whimper. Lexxi felt she couldn’t let this slide.
"Wonder who would enjoy it the most? Twilight? Rarity? Applejack? Pinkie Pie?" Lexxi felt another strong twitch at pinkies name. Bingo.
"Pinkie is a big party mare, I am sure she know some amazing party tricks she could perform on you." Lexxi begins rocking her hips back and forth while she moves them up and down, the talk about Pinkie really turning Fluttershy on, causing her to moan and gasp more. Though something seemed not quite there yet.
"but what about Rainbow Dash?" Lexxi tested on a thrust down and was greeted with increased blushing and a loud moan from the yellow mare.

"R-Rainbow Dash!? ahhn! “Fluttershy flustered and moaned.

"Mmhm, I think she would die to fuck this ahh~ awesome cock of yours." Lexxi offered and Fluttershy started to drool.

"Y-You really think she would want to mmm… w-want to ah! Have sex with meE?" Fluttershy asks through her building pleasure.

"Ahh! Fuck yeah she would! ahh and with her athletic body, mmm I bet she would fuck you so hard and fast nnmm!" Lexxi feeling her own orgasm start to build, she begins thrusting faster and faster onto Fluttershy’s cock.
"Fuck yes!" Lexxi moans as she begins to cum. Her body shivering as she arches her back. Her eyes half roll back and she moans loudly while her pussy clamps even more tightly around Fluttershy’s thick dick. Her juices overflowing and drenching Fluttershy’s lap

"AHH! Lexxi~! If you squeeze my cock like that now I’ll!" Fluttershy says in panic. Lexxi orgasm causes her to release the magic holding Fluttershy down and Fluttershy springs forward, knocking Lexxi off her cock and onto the floor in front of the chair. Lexxi’s hips are still twitching as Fluttershy thrusts her hips forward in the air and cums hard. Her jizz shoots out and lands on Lexxi from her stomach to her face. After spending her load which seems to have been the same amount as her first time, probably due to the laughing jokes magic. Fluttershy slumps back into the chair to catch her breath.

Lexxi looks up at the half hard cock a little disappointingly before closing her eyes and panting, massaging her pussy lightly as it gets used to being empty again. She licks her lips to taste the cum that had covered them before speaking again.
"Pheuw, Looks like my job of helping you out is finished now at least. You should probably start -" Lexxi was going to suggest cleaning up but then she heard the yellow mare speak up again.

"Umm Lexxi? i-it got big again" Fluttershy says a little guiltily as she blushes and stares down at Lexxi covered in her cum and rubbing her pussy.

Lexxi opens her eyes to see the large cock looming over her once again and smiles that her fun doesn’t have to end so soon.
"Perhaps we should move to the bedroom."

Lexxi gets to her hooves, wobbling slightly before steadying herself. Her tongue moves out across her lips to lick the cum that dripped down from her nose after standing. She then lights her horn and cleans herself up. She then looks across to Fluttershy who has gotten out of her chair and sent magic over her coat as well, making sure to tug teasingly on Fluttershy's cock with her magic before she was finished. As much as Lexxi loved getting covered in sexual fluids during sex, she didn't want it tracked through her house.
"Come on, bedrooms this way" Lexxi says as she turns and looks over her shoulder at Fluttershy. Making sure she keeps her tail lifted to show off her eager cunny. Smiling to herself when she sees Fluttershy's eyes lock onto her ass, she turns and starts walking off towards the bedroom.

They enter a hallway just before the bedroom but before they reach the door Lexxi suddenly stops as she feels a warm wet sensation run along her slit, coupled with hot breath against her nether region.
"Oooh~ right there." Lexxi coo's as Fluttershy laps are her clit and slit. Lexxi leans back slightly, pushing herself into Fluttershy's face while Fluttershy begins sucking more vigorously on her pussy. Lexxi's hind leg lifts up and to the side slightly at the sensation as she bites her lower lip half closes her eyes.

Fluttershy suddenly stops her oral assault and Lexxi looks back to see her rearing up, unable to hold herself back any more. Though Lexxi would be having none of that... yet. She side steps and Fluttershy lands on all fours before looking confused at Lexxi.
"Ah ah ah!" Lexxi chides Fluttershy "Not yet, we are almost to my room" She points to the door nearby. "Now in you go, and get on my bed." She orders.

"O-okay." Fluttershy says and looks down disappointed. So Lexxi moves up to her and kisses Fluttershy deep. Fluttershy is surprised at first to feel Lexxi's tongue enter her mouth but soon moans into the kiss as their tongues slide over each other, Lexxi tasting herself on Fluttershy's lips.

Lexxi pulls out of the kiss "Don't worry, I have no intention of blue balling you tonight" She says to the stunned Fluttershy who nods, blushes and moves to the door to head inside. Leaving Lexxi to be the one to catch an eye full of nice ass. Then she notices something that was hidden by Fluttershy's sack when she was laying on her back. Right there between her tight butt hole and her big balls was a cute pink slit that was currently glistening in arousal with her clit clearly swollen. Lexxi smirks again, looks like she will get to try out her new toy after all.

Once inside Fluttershy stops just in front of the bed and looks around, unsure what to do. Taking her chance, Lexxi moves up behind Fluttershy and returns the favour from earlier by licking along Fluttershy's exposed pussy.
"Eep!" Fluttershy cries out in surprise as she reflexively moves to jump away, only to be stopped by Lexxi grasping onto her thighs. Lexxi kneels behind Fluttershy and reaches between her legs to grasp Fluttershy's big cock. Lexxi points it towards the ground so that she can clasp it between her thighs as she roll Fluttershy's clit around with her tongue. Each rotation causes Fluttershy's cock to twitch in pleasure between Lexxi's thighs and is punctuated by gasps and moans.

While she does this Lexxi uses her magic to levitate her new toy over to her from the bed. The toy is vibrator that has multiple joints to allow it to rotate in all the right ways. It also comes with a convenient remote control to change its speed. Lexxi floats the tip of the vibe to to Fluttershy's hole and starts to push it in. "You ready for this Fluttershy?"

"Ah Wha-" But before Fluttershy could answer Lexxi shoves the vibe deep into her wet hole. Fluttershy's wings flare out as she gasps sharply as her cock starts to lube up Lexxi's thighs with its pre-cum. Lexxi flicks the on switch on the remote causing the toy to begin gyrating inside Fluttershy. She begins moaning loudly and moving her hips with the motions of the toy, her cock sliding between Lexxi's now slick thighs.

"We can't forget here either~" Lexxi says teasingly as she spreads Fluttershy's ass cheeks while her magic lights up again to bring out another dildo, this one being a smooth rubbery purple one. Lexxi lubes it up with a bottle on her dresser before pushing this one against Fluttershy's tight pucker.

"Wait! ahhn~ not that hole! nnmm~<3" Fluttershy moans happily as she starts to fuck Lexxi's thighs faster. Lexxi pushes the dildo into Fluttershy's ass and starts pumping it back and forth inside her.
"Ohhhh~ MY! <3" Fluttershy moans deeply at both her holes being penetrated as her hips begin to twitch. Fluttershy's cock bulges as she starts cumming from all the stimulation, her whole body shivering as she fills Lexxi's lap with her sticky cum.

Lexxi lets Fluttershy fall to the side, hips still twitching as the vibe gyrates slowly inside her. Climbing up onto the bed and finding a pillow to lay on, Lexxi lowers her chest to the pillow but keeps her ass up in the air. She faces it towards Fluttershy and wiggles it back and forth.
"You aren't done yet are you? Come up here and fuck me." Lexxi says as she watches start to recover from her orgasm.

Fluttershy nods and reaches back to remove the toys from herself but before she can they light up with magic and thrust back deeper inside her, causing her moan and almost lose her footing again.
"Those stay inside" Lexxi states, forcing Fluttershy to move climb up to Lexxi panting and moaning lightly. Fluttershy mounts Lexxi, placing her front hooves on Lexxi's ass and starts to position her nob in font of Lexxi's pussy. Lexxi smiles mischievously and she reaches for the vibe remote, turning it up to medium. Fluttershy lets out a moan as her legs lose strength beneath her for a second and she drops a few inches before catching herself.

"What's wrong? Weren't you going to fuck me?" Lexxi giggles and wiggles her hips teasingly again. Fluttershy frowns and quickly lifts herself up and thrusts hard into Lexxi's depths. Thrusting deeper each time, taking advantage of the sexual position Fluttershy is soon hitting Lexxi's cervix hard with each thrust. Lexxi moans and reaches between her legs to rub her clit as her other fore hoof grips the bed sheets.

"Ah~ Fuck yes! More!" Lexxi eggs Fluttershy on as her magic lights up once again to bring out another dildo. This one not as long as the others is covered in smooth bumps and lumps, she quickly lubes it up and brings it to her own ass. Struggling to put it in as she is being rocked by Fluttershy's thrusts, she accidentally angles it wrong and Fluttershy's hips collide with it on her next thrust in, shoving the lumpy toy straight into Lexxi's ass. Lexxi moans as she bites into her pillow, feeling the dildo and Fluttershy's big cock rubbing against each other through her inner walls.

"FF-FF-Fuck!! HARDER!" Lexxi cries out and suddenly has to use her fore legs to brace herself against the head of the bed as Fluttershy's wings spread out and flap in unison with her thrusts. Lexxi's pussy starts to feel sore from the constant thumping against her womb but the pleasure far outweighs the pain. Feeling her orgasm building, Lexxi calls out to Fluttershy "Cum for me! Cum for me right NOW!” as she flicks the vibe onto maximum.

Fluttershy moans hard and gives final push into Lexxi's pussy before she starts to cum. Her big cock pulsing inside Lexxi as her jizz starts to shoot directly into Lexxi's womb. The sensation causing Lexxi to go over the edge as well, bucking her hips up against Fluttershy, her eyes rolling back and tongue lolling out as she cums hard. Her pussy twitching and squeezing on Fluttershy's cock as it overflows with her cum.

After Fluttershy is spent she slides out of Lexxi's pussy and collapses next to her on the bed, continuing to twitch until Lexxi turns off the vibe. They both roll onto their backs panting and a little sore as they bask in the glow of their orgasms. Lexxi's horn glows one last time as she removes the well-used toys, both moaning lightly before she places them off to the side.

"Th-that... hah-hah... was amazing..." Fluttershy spoke up between her panting. Lexxi turns and looks to her through one open eye while smiling.

"That hah-hah... that it was, pheuw, you were pretty good for your first time Fluttershy." Lexxi complemented and Fluttershy blushed lightly.

"Was I really?" She couldn't help but ask. Lexxi snickers and rolls over to straddle Fluttershy then leans down and gives her a peck on the nose.

"Don't think I have ever had better actually. I can't wait till tomorrow now." Lexxi seductively suggests.

"Tomorrow?" Fluttershy blushes a little more.

"You did promise to come fuck me every day... or have you changed your mind?" Asks Lexxi smirking as she feels something familiar against her ass beginning to grow again.

"W-well, I was thinking that maybe I should keep it a little while longer... if you don't mind, that is" Fluttershy blushes more intensely.

"Oh, I won’t mind at all~" Replies Lexxi, already lightly rubbing her ass against Fluttershy's hardening member.

Author's Note

THE END
Hope you all had fun. :D