Sexy Science

by BraxAttacks

Rating: mature
Tags: Fluttershy, Random, Sex, Twilight Sparkle, Anthro, Slice of Life, My Little Pony: Friendship is Magic, Romance
Length: 6702

Twilight thinks that she has developed a spell which can painlessly and easily switch the gender of a pony, and asks Fluttershy to be her test subject. Luckily for Twilight, Fluttershy turns out pretty cute.

Twilight, diligent scientist that she is, has created a spell which can switch the gender of a pony far faster and easier than any made before, but she needs a test subject. After convincing Fluttershy to help her out, Twilight casts the spell and ends up with a cute stallion on her hands.

What could possibly happen?

Contains: TG, Anthro, The old library, Non-Alicorn Twilight

Edited/Proof-read by Deprave, who has also written some good (albeit dark) stories! Check 'em out!

Published 2014-07-03 14:20:02 UTC
Last updated 2014-07-03 14:20:02 UTC

Sexy Science

KNOCK KNOCK

"Coming!" yelled Twilight as she moved down the wooden stairs of the library, simultaneously pulling the door open with her magic. Dressed casually in blue jeans and a pink T-shirt, Twilight bounced down the steps, unable to hold back the spring in her step. Reaching the bottom, she greeted the pony standing at her doorstep. "Hey, Fluttershy! Thanks for coming on such short notice."

"Oh, it wasn't a problem. Angel and the other animals already got their breakfasts, I was just relaxing with nothing to do," said the pegasus, stepping through the arched threshold of the library softly. In the usual Fluttershy fashion, her hands were clasped together in front of her and her head was slightly bowed forward, until she was fully inside.

Breathing in the distinct scent of the library, a small smile formed on her lips. "It always smells so nice in here, Twilight, like old books." Gasping, she quickly added, "I-I'm sure you knew that already, though."

Chuckling, Twilight brought Fluttershy into a friendly hug. "Nothing wrong with making observations. Personally, it's one of my favorite hobbies. Unfortunately, I'm too excited for any more small talk. I did ask for you to come here for a reason, after all!" Twilight explained, moving towards the stairs that led into the basement/lab of the library.

Following behind hesitantly, Fluttershy asked "Uh, not to be rude, but, why are we going to the lab? You were awfully vague in your letter..."

"I felt that what I had to show you would be better explained in person. You see, I - watch your head here - think I've developed an entirely new spell, one that could really help certain ponies," she said as the two descended down the hard wooden steps into the basement. Despite the walls being of the same tree as the floor above, it was noticeably darker and colder, enough to send a shiver through Fluttershy's body.

"W-what kind of spell?" Despite trusting Twilight with her life, Fluttershy couldn't help but feel like this was a bad idea. Though, helping other ponies was always a good thing.

"As it stands right now, spells that can switch a pony's gender take nearly a day and frequently cause extreme pain to the subject. Anything that involves changing the physical makeup of a living thing is difficult, so progress in the field of transformation magics is slow. However, I think I've made a spell that can make the change instantly and painlessly," she explained, smiling broadly.

A blush somehow found its way onto Fluttershy's cheeks. She had an idea now of why Twilight had asked her to come, but she was having trouble accepting it. "I'm glad you've made a breakthrough, but..." Fluttershy trailed off.

Twilight suddenly looked anxious, biting her lower lip nervously. "Look, I know that this is hardly a normal request, but I need a test subject to try the spell on. Until I do that, I can't make any sort of announcement on my findings. Please, Fluttershy?" she pleaded, looking the pegasus in the eye. Fluttershy quickly looked to the side, her long hair falling in front of her face.

Doubt raged within Fluttershy as she tried to decide what she should do. On one hand, agreeing meant that she would be helping others, which she prided herself on doing every chance she got. On the other hand, doing so meant that her own body, something she believed very much to be sacred and personal, would be changed in a radical way. She needed as much information as Twilight had if she was going to choose. "Why do you need a test subject? Couldn't you try the spell out on yourself?"

Twilight grimaced. "Well, in theory, I could easily use the spell on myself, but that isn't a safe practice. If the spell were to go... wrong, and I turned into something I wasn't supposed to, I might not be capable of casting magic. Because I made the spell, I'm in the best position to reverse it's effects, so it's best to try it on somepony else first," she explained.

It made good enough sense to Fluttershy, but... "Why me? I Mean, I'm honored that you choose me, but why not Applejack or Rainbow Dash, somepony with more confidence than me?" she asked.

Hand on her chin, Twilight thought a moment before speaking. "I'm not totally certain myself. For some reason, I have a feeling that they would refuse me outright. I suppose I asked you instead of anypony else because I trusted you the most."

Fluttershy couldn't help but smile at that. "Aw, thank you Twilight. I... I'll do it," she declared with what conviction she could muster. It almost sounded like a question, but even as she finished her sentence, Fluttershy was more and more sure of her choice.

Until Twilight said "Wonderful! Now, I'll need you to strip before we continue!"

Fluttershy's cheeks turned a dazzling shade of red. "What?! Twilight, I-Is that really necessary?" she exclaimed, gripping the sleeves of her green sweater tight as she crossed her arms protectively in front of her.

Nodding swiftly up and down, Twilight answered. "Definitely. If you leave them on, the might get torn or otherwise ruined by the transformation. You could end up naked afterwards regardless of whether or not you kept them on beforehand."

"I..." Fluttershy paused to collect her thoughts. Breath, Fluttershy, breath... okay. She slowly uncurled her fingers, straightening her arms out at her sides. "Can... can you at least wait upstairs while I get undressed? I don't think I could do it with somepony else here," she asked, peering through her bangs.

Twilight started to speak, stopped herself, then said, "Sure, just yell when you're done."

Fluttershy watched Twilight as she walked up the stairs, subconsciously watching the slight sway of her tail and ass. Immediately she clamped her eyes shut and rapped her knuckles against her forehead. No, bad Fluttershy! This is not the time to have those thoughts!

Sighing, Fluttershy reflected on the fact that she would be much more comfortable being naked in front of her friends if she were straight. Why did I have to be a lesbian? I would be weird enough without that. She could feel tears forming, so she shook her head and tried to boost her resolve. No! I am stronger than that. The least I can manage is staying in control of myself. Still, her mood was irreversibly dampened now.

Pushing through her doubts, Fluttershy started to pull her sweater over her head, letting it drop to the ground once her arms were out of the sleeves. Next came her shoes, then her knee-length tan skirt, which she gently slid over her hips and onto the floor. Shivering, Fluttershy hesitated at the next step. My bra, she thought glumly.

Fluttershy always considered her breasts too big, despite being reassured by Rarity numerous times at the spa that they were "Simply gorgeous, darling!" Unhooking the plain white strap, Fluttershy couldn't help but feel relieved when the intentionally one-size-too-small bra fell away from her, allowing her breasts to sit comfortably on her chest. At a size D, Fluttershy often got back aches, a result of her weak musculature.

Mood worsening every second she spent focusing on her flaws, Fluttershy quickly pushed her plain white panties off of her body and stepped out of the pile of clothing that sat where she had just stood. Using her arms to cover her nipples and vagina to her best ability, Fluttershy gathered her remaining self-esteem and called up to Twilight. "Alright, you can come d-down!"

The moment eye contact was made, her blush returned in full force, though she managed to resist the urge to hide somewhere out of sight. For her part, Twilight stopped a moment at the foot of the stairs and looked over Fluttershy's body, giving tiny nods. "Speaking strictly as a friend, I gotta say, I'm a bit jealous, Fluttershy."

That was unexpected. "R-really? You're not just saying that?" said Fluttershy, something resembling hope slipping into voice, nearly imperceptible.

"Pffft, of course not! You've got a wonderful body, Fluttershy, there's no need to act so embarrassed about this. Besides, this purely for scientific reasons. Think of it like the public showers at the pool!" Twilight said confidently, trying to bring her friend out of her shell.

"Public showers scare me..." replied Fluttershy, retreating further into her shell.

Face-palming, Twilight groaned. "Then don't think of it like that! Instead, think of it like... like you're one of your animals!"

Silence.

"That's okay Twilight, I'm fine. You should, um... avoid similes in the future," consoled Fluttershy.

Pouting in a way Fluttershy found undeniably adorable, Twilight stepped back. "Um, anyways! Are you ready for me to cast the spell?" asked Twilight, eager to make scientific progress.

"I think so, bu-"

"Excellent!" Interrupted Twilight, a purple light forming around her horn, rapidly growing brighter and brighter. A low hum filled the room as a gust of air spread from Twilight, eyes closed in concentration as all the parts of the spell clicked into place within her mind. The noise grew louder, the wind stronger, and the light brighter as Fluttershy felt the magic spread through her body.

The first thing she noticed was that all feeling seemed mildly numbed, but not fully. Trying not to become frightened, Fluttershy closed her eyes as her muscles started to flex and grow, moving under her skin as her bones creaked and cracker, her body's frame shifting as shoulders widened and hips became uniform. Her chest distinctly lighter, yet stronger somehow. Something seemed to be being pushed into her scalp, or was it being pulled from within? Her face twitched as everything shifted under the surface. She could feel a bulge in her throat. Organs rearranged themselves withing her body, her loins somehow more full.

Even once all the nerves in her body had settled, Fluttershy kept her eyes securely shut. It was all too alien, too sudden a change. Nothing felt like it had before, as if it were the first time she were using her own body.

"Whoa."

Anxiety crept in at Twilight's remark. Was that good? Bad? The worst part was not knowing just what had happened, yet Fluttershy couldn't seem to open her eyes and see for herself. "Twilight? What happe- EEP!"

That was not her voice. Not even close. No, this was not the characteristic softness that Fluttershy was known for. This voice was low, powerful, smooth, sensual. It was the voice of somepony who could get with anypony they wanted, the voice of somepony sexy. Most importantly, the voice of a stallion.

"Uh... lemme just... g-get you a mirror real quick," said Twilight, the words jumbled and jittery, nervous. Was something horribly wrong? Did the spell go off correctly? Still too afraid to open her eyes even a crack, questions and fears appeared in Fluttershy's mind. Was she missing a limb? Was she even a pony anymore?

Her thoughts were interrupted by the repeated thumps of a large object, along with Twilight's bare feet coming down the stairs. The sounds stopped, replaced by ragged breathes. "Alright, *huff* here you go! you can open your eyes now, Fluttershy."

The sight was stunning, to say the least.

Standing in the mirror was a pony who shared the mane and coat colors of Fluttershy, who had eyes the same shade of blue, who even had the same Cutie Mark, but this pony was very much male. Every muscle seemed defined and strong while maintaining an overall thin look. Smooth abs, tight pecs... needless to say, the stallion was in good shape. Long enough to curl at the end, his mane was both cute and handsome, a perfect balance. His smooth jaw and chin were bare of any facial hair. Strong looking wings extended from his back, the feathers soft and the joint where they connected to his back thick with muscle. Then there was his-

"EEP!" The cry sounded uncharacteristic from in that rich voice, yet it came out regardless as Fluttershy's hands flew to his crotch, hiding as much as possible, his tail joining them to try and cover it as much as possible. "D-don't look, please!" pleaded Fluttershy, the sheer embarrassment of the situation threatening to overwhelm her.

Twilight, however, could not stop staring. It was just so strange! She knew that the pony standing in front of her was Fluttershy, but they were also kinda hot. A heat began to build inside, pleasant and enticing. Shaking her head, Twilight tried to clear her head of naughty thoughts. For the most part, she succeeded.

"Well, *ahem* this wasn't exactly what I was expecting, though I suppose it's only reasonable."

Fluttershy glared at her. "Reasonable?! What part of this is reasonable? I'm a naked stallion for Celestia's sake!" yelled Fluttershy, flinching at the anger that had been in her voice.

"Fascinating..." muttered Twilight. "I guess the increase in testosterone has changed your personality a bit, made you more aggressive and easier to anger. More like your average stallion."

Fluttershy bit his lip as that sank in. Thinking about, he did seem to be less restrained than he normally was. It should have felt completely alien to him, but even thinking about it, it was hard to tell what the change had actually changed, mentally at least.

Twilight started creeping closer, a glint in her eye that Fluttershy knew meant she was geeking out inside. "I mean, I was confident that the spell would work, but this is better than I could have hoped! Not only have you fully changed into a stallion, but it also changed all the little things, like voice and physique all in one go!"

As Twilight subconsciously came closer and closer to get a better look at Fluttershy, said stallion felt like his personal space was being invaded. "Um, Twilight, could you please back off a bit? Twilight? Please?" he pleaded.

By the time Fluttershy's words registered in Twilight's mind, her face was only inches from Fluttershy's. "Oh! I'm so sorry, Fluttershy! I guess I was... caught up in the..." she trailed off as she noticed just how close they actually were. "I... uh..." she tried to say something, but no words were forming. She couldn't focus, couldn't think. All she could think of was the face inches from hers. Had Fluttershy always been this attractive, or was the transformation wholly responsible for that?

Fluttershy's thoughts were equally jumbled, the only thing she could concentrate was Twilight's beautiful face. He had always thought so, but had never let those feelings out, trapping them deep inside instead. Now. somehow, it seemed only natural to let her know what he truly felt, to tell her she was wonderful and hold her and kiss her.

Just as he was about to close the gap, Twilight spoke. "I-I'm so sorry Fluttershy, I shouldn't have gotten this close, let me just-" she apologized as she took a step back, only to feel a hand grab her arm. "Fluttershy?"

Twilight could see a stew of emotions flicker across her friends face- fear, doubt, lust, courage, desperation- before she spoke. "No. please, could you... could you come close again?" she spoke quietly, forcing the words out of her mouth as gently as she could, afraid they would shoved back into her face.

Twilight wasn't sure how to respond, but her body seemed to know. Before she knew, she found herself standing before Fluttershy, who not had at least three inches over her, with the same distance separating them. Fluttershy's arms slowly wrapped around her, pulling her into a close and needy embrace, her head tucked into the crook of his neck.

It was now or never.

"Twilight, I have something to say to you that I've wanted to say for a long time, maybe even since we first met. I... I-" The words were clumsy and slow, but Fluttershy forced herself to keep going. "I think I love you Twilight. I know I shouldn't, I know that it's strange, but... there's something about you. Your looks, your intelligence, your love of books, maybe all of those. Just, I..." He tried to say more, to tell her just how much their friendship meant to him, to tell her that some mornings he only felt like getting up because he might see her around town, but he was suddenly crushed by how pathetic he was, clinging so tightly to the thought of one mare. Tears streamed down his cheeks, falling into Twilight's long mane.

Never before had Twilight dealt with something like this. It was clear that emotions previously hidden were bubbling into sight, and she had no idea how to deal with. Just be honest, she told herself, taking a breath. "It's okay, Fluttershy. It's alright," she said as soothingly as she could, slipping her arms under Fluttershy's and stroking his back.

Fluttershy's grip tightened, and Twilight could hear her muttering, almost whispering two words over and over again. "Don'tgodon'tgodon'tgo..." For what could have been hours or minutes they stood just like that, surrounded by each other's arms and pressed against each other's flesh, one bare and one covered.

Silence had long since dominated the room when Twilight spoke, her voice quiet. "So... would you like to talk about it?"

"...Yeah."

Mutually unsure of where to start, they let their thoughts gather. Fluttershy was the first to speak. "So I guess this means that you don't hate me."

"Of course not! Even if I thought being something other than straight was wrong, you're still my friend, Fluttershy. I could never bring myself to hate you," she said, eyes closed. It felt oddly right, tucked within the strong arms that were holding her close.

" I... I know. But I was so worried that you would never want to see me again, or talk to me, or-"

"Stop," interrupted Twilight. "Don't even start going down that train of thought again, alright?" she removed her head from Fluttershy's neck, looking her in the eye. "You don't need to be afraid of anything like that. However, I'll be honest... I don't know if I could take this as well as I am if you were a mare when you confessed your feelings," Twilight said, continuing when Fluttershy looked for more explanation. "I'll be as blunt as I can; I'm straight. Yes, I could appreciate how pretty you are as a mare, but I wasn't sexually attracted to you, or interested in taking our relationship further. Right now, though... I think-"

"I think I understand," interrupted Fluttershy. She paused for a moment, hesitant. "...I don't know what I want to do long-term, but, maybe just for today, could we, you know..."

Twilight's cheeks became tinted with red as she thought about what Fluttershy was implying they should do. "I mean, sure? I don't see why we couldn't..." Then, Twilight smacked her open palm with a fist, declaring "Actually, this an excellent learning opportunity! Of course I will!"

Before she knew it, Twilight was being squeezed tight by Fluttershy. "Oh thank you so much, Twilight!" he squealed happily, sounding upbeat again.

"Arms... strong... can't breathe...!" gasped Twilight, gulping in air when the arms crushing the air out of her lungs suddenly flew away from her.

"I'm so sorry Twilight! I guess I don't know my own strength, not in this body at least," mused Fluttershy. "It's so strange, being a stallion. I almost feel like a different pony altogether!"

Twilight took a step back, eyeing up the stallion in front of her, settling on something a bit lower down. "I'll say. Now you've got a wonderful package~"

The sudden shift in tone of Twilight's voice caught Fluttershy off guard, and the "package" started to grow stiffer. Both pony's cheeks became flushed, and they cast abashed glances at each other. "I take it we're both virgins, then?" asked Twilight.

Fluttershy answered by running his hand up Twilight's back, slowly from her hips to her head, holding it still in front of his face, his voice low and seductive. "Maybe, but this way, we get to experience this for the first time together. So what if it's confusing?" -he rubbed his nose against hers- "So what if we don't know exactly what we're doing?" -he started massaging her neck with one hand while the other took its time moving across her stomach, towards her breasts, even as he leaned in close and placed his mouth next her ear- "And so what if somepony hears us?"

"...I have no idea where that came from, but I like it," breathed Twilight, before throwing herself into Fluttershy. Their lips were pressed together, electric shocks running through their bodies. Twilight pushed her tongue against Fluttershy's teeth, and access was quickly granted. After a brief power struggle, Fluttershy took control, toying with Twilight's delicious tongue. Shuddering, Twilight gave all control to the stallion holding her, relaxing her body in his hold.

Fluttershy wasn't sure what had taken him over when he had been so forward with Twilight, but he was glad it had. Now the greatest mare in Equestria was pressed against him, her soft lips locked his own in a passionate kiss. He could hear her quiet moans, could feel them in his mouth. Her kiss was like nothing he had ever felt before.

Automatically, Fluttershy began removing Twilight's shirt, breaking the wonderful kiss only long enough to pull her arms out of its sleeves. Fluttershy's hand cupped Twilight's breast, kneading the small but pert flesh through a bra, before taking that off of her too.

"A-aah~!" moaned Twilight as her boob was toyed with by strong but controlled hands, her nipple rubbing against the palm pressed against it. "Keep doing that, please!"

Instead, Fluttershy stopped suddenly, earning a sad mewl from Twilight. "What's wrong?"

Fluttershy tipped his head towards the stairway. "Don't you think we should go somewhere more comfortable? We could do so much more with a bed..." he said, planting a quick kiss on Twilight's lips.

Smirking, Twilight started heading upstairs with Fluttershy following. Now, he felt no qualms about staring. "I guess I should thank my magic for making you such a hunk, huh?"

Moving through the main floor, Fluttershy responded with "It's actually kind of hard to remember why I was so afraid before you cast the spell. I feel strangely at home right now, to be honest."

"Good to hear. Then I assume you want to actually go through with this? I'm a bit nervous myself, but I want this," she said.

Fluttershy thought a moment before gently grabbing Twilight's thin shoulders, trying to be sincere as he could. "Before we keep going, I need to ask; why do you want this? I mean, I've had a crush on you for a long time, but you said yourself you never saw me that way. Other than the obvious, what changed?"

"It makes sense to me, I think. I already know that you're one of the kindest ponies alive. It's your Element for crying out loud! You've been an excellent friend to me, but now I also think you're hot. What I'm saying is that the only thing that did change was the obvious. Who knows? Had you always been a stallion, we might have started dating long ago," she explained, hoping that she was making sense.

"Is that this is? A date?" Fluttershy said playfully. When Twilight give a joking reply, she got worried. "Twilight?"

Things suddenly felt serious. "I... I don't know. What comes next? Do we just go back to being friends after this? Do we pretend it never happened?" asked Twilight. She had no plan, no idea what the future held.

Wrapping the unicorn in a hug, Fluttershy said "I think we should see how things go first. Then we can talk about and figure things out."

"Works for me. Hold on, give me a moment..." Twilight's horn lit with magic once again, fading almost instantly. Seeing the look on Fluttershy's face, she explained. "I'm just making sure there aren't consequences from this."

"Oh," said Fluttershy. Releasing Twilight from the hug, he gestured towards her bedroom's door. "Ladies first!"

"Ha! Just you wait, I'm gonna leave you speechless!" laughed Twilight, before stopping in the doorway to look back at Fluttershy with half-lidded eyes. "Come in."

"Finally! I was getting cold with no clothes on. Won't you warm up?" said Fluttershy as she stepped into the room. He had always loved the way Twilight's room was laid out, with bookshelves dug into the walls of the lower portion and a short stairway the led up to am overlooking area where her bed sat. "Where's Spike?"

"Oh, he's off with the Cutie Mark Crusaders, helping with one of their plans," responded Twilight. "So there's nobody to disturb us~" She sat down on her bed, her face and bare breasts facing towards the increasingly excited Fluttershy.

Without a word, Fluttershy dove onto Twilight, pinning her arms to her sides as he kissed her hard on the lips, their tongues dancing. Too soon, his target shifted from her lips to her nose, her cheeks, her chin, every beautiful part of her head. His rain of kisses migrated down to her neck, the soft pecks sending small shivers and spasms through Twilight's body.

While his lips showered her with kisses, his hands roamed over every curve of her body, savoring her gentle hips and the smooth plain of her naval. He pulled her jeans off of her thighs and over cute feet, toes wiggling when he tickled them. He cupped her boobs and gently squeezed, eliciting adorable coos from her.

Twilight was enjoying the treatment her body was getting immensely. The hard and toned muscled build Fluttershy now had was out of character for the usually rather soft and feminine pony, but it made Twilight feel all the more feminine every time the arms around her flexed. It was intoxicating, allowing her self to be touched so intimately without doing the same. Fluttershy's masculine scent only stoked the fire building in Twilight's core. She closed her eyes, immersing herself in the heat and good feelings radiating through her.

Seeing his chance, Fluttershy took a nipple into his mouth and sucked.

Out of nowhere, a surge of indescribable feeling filled Twilight, her senses totally overwhelmed. She couldn't even tell what was making her feel so good, but didn't want to stop. Instinctively, her hand ran up the strong back above her and to the back of Fluttershy's head, pushing him against her inflamed tit. Fluttershy was happy to oblige, biting gently at random to make his mare feel as good as possible. He was rewarded with moans and screams, louder and louder every time his teeth pressed against her sensitive flesh. Whenever the volume of her screams plateaued, he would switch to the other nipple and give an extra hard suck, trapping her in a constant state of arousal without end.

As wonderful as suckling Twilight's breasts was, Fluttershy could feel his engorged length poking Twilight's inner thigh, causing her to squirm and shift underneath him. It was teasing him, forcing occasional grunts any time Twilight happened to push her thigh against his tip.

"...This feels... absolutely amazing, Fluttershy..." moaned Twilight, breathing hard. "I want you... to feel this good..."

Before he could react, Fluttershy felt Twilight's magic surround him and flip him onto his back, bouncing on the mattress. Twilight rolled over him and kissed him, then slid down his body as she pressed her breasts against his body. Fluttershy groaned and tried to touch her, but his limbs were being held in Twilight's magic. "This was unexpected."

"Just wait~!" she replied cryptically, until she leaned her head down toward his crotch and took in the sight of his dick. She had never been remotely this close to one before, and she felt the need to learn as much as she could while she had the chance. She sniffed it, and found the smell was a distinct mix of sweat and stallion. She stroked it, getting a shiver from Fluttershy as she did, and felt the slight bulge of the veins that ran through its length. It was a much darker color than Fluttershy's regular creme coat, not quite black but a dark brown. It widened at the tip, and Twilight gave it a lick to see how it tasted.

Fluttershy shuddered the moment Twilight's tongue made contact with his crown, desperately wishing he could move his arms and make her lick it again. The trail of saliva that she left felt cold on his hot dick, sending a pulse of blood straight to it.

"Oh!" exclaimed Twilight when she saw it become subtly straighter and stiffer right before her eyes. The combination of the scent and the salty sweet taste made her want to devour it whole. She opened her lips and placed the tip of Fluttershy's cock inside her mouth and closed her lips around it, forming a seal. Eyes closed, she started to give gentle sucks and lick at every bead of precum that came out of its opening.

Fluttershy gasped, back arched as Twilight began her blowjob in earnest. She started to slide Fluttershy's length deeper into her throat, gaining centimeters every time she bobbed her head forward. Her lips securely wrapped around Fluttershy's shaft, she could only imagine that he was feeling just as good as she was a moment ago. Finally, her nose bumped against Fluttershy, his dick completely hilted in her maw.

Twilight lifted her eyelids halfway and shot the sexiest look she could muster at Fluttershy, and must have succeeded, as Fluttershy groaned and thrust his hips forward without thinking. Unsure of where the intuition cam from, Twilight could tell that Fluttershy was reaching her limit. Sucking the entire way, Twilight slid his cock out of her mouth with an audible pop!

"Aw, don't stop..." moaned Fluttershy, his voice low and breathy.

Twilight smiled at him, crawling on top of him. Their bodies were flush, Twilight's arms around Fluttershy's sides and her hands on his back as they shared a motionless moment of intimacy, with only the sound of their breaths in the air.

A wicked idea came to Fluttershy then, and he smiled at the thought of what he was about to do. Moving his body as little as possible, Fluttershy suddenly licked Twilight's horn, slow and deliberate from the base to the rounded tip. He could feel every shudder and convulsion of Twilight's body, could feel every quickened breath against his coat. It was fulfilling, to know that he was pleasuring the one he loved the most so well. A sort of pride swelled inside his chest, spurring him on to do even better. He wanted, no, needed to make her feel like the greatest mare in the world, to show her the true extent of his feelings for her. Inspired, Fluttershy ran the tip of his tongue along the spiral groove her horn, earning a long and loud moan that didn't end until his tongue left her saliva-coated horn.

"Sweet Celestia, keep going," whispered Twilight into his chest, but he heard her. Speeding up, Fluttershy ran his tongue over every part of her horn that he possibly could, before taking the entire thing into his mouth in one movement.

Twilight's mind collapsed in on itself as raw feeling washed over her, random sparks of magic shooting off of her horn directly down Fluttershy's throat. They tasted eerily similar to cherry soda, and Fluttershy couldn't get enough of it. He began to move his head up and down, up and down, gaining speed every time. Her magic no longer in her control, the bonds that had prevented Fluttershy from moving faded, and he flipped them over so that he was once again lying on top of his mare. Even as his mouth was hard at work on her horn, Fluttershy ran a hand through her mane and took her hand into his own. Every time he slid his head down her horn her fingers twitched, only to squeeze desperately when he slid back.

Something was building within Twilight, and she knew it. It was like a river held back by a weakening damn, the pressure building and building. Cracks were appearing, and she had been getting wetter and wetter down below for along time. Fluttershy somehow sensed this and slowed his pace to a more relaxed, steady one.

For how long they stayed like that, neither could say. Seconds, minutes, maybe even hours blurred into a warm buzzing that occupied their minds. Nothing mattered but how close they were to each other, how good they both felt. In that moment, the very idea of stress was impossible to imagine, so foreign it was to their clouded minds. It had to end eventually, though, and Fluttershy felt it was time to go even further.

Slipping her weakly sparking horn out of his mouth, Fluttershy kissed her, differently this time. There was no tongue, just the warm glow of pure intimacy. Breaking apart, Fluttershy couldn't help but smile as he looked at at Twilight. Covered with sweat, hair strewn messily about her head, mouth hanging open and eyes half closed, she was as beautiful as ever. He kissed her once on the nose; he couldn't help himself.

Positioning his hips above her own, cock straight and ready, Fluttershy silently asked Twilight for permission with a look. She nodded, spreading her legs apart to grant him access to her privates. Guiding his penis with a hand, Fluttershy lowered himself down until his tip prodded at her entrance. They gave a synchronized gasp at the feeling, blushing madly as Fluttershy started to delicately push himself into her.

Immediately, Twilight arched her back and moaned loudly. It was absolutely incredible! She could feel him inside her, his hard length filling her more with every second. She felt so filled, so whole, that he must have fully hilted himself. Then, a flash of pain overrode all the pleasantness, a startled and hurt cry forcing itself out of her lips.

Fluttershy stopped immediately, worried he had done something wrong. "Are you okay Twilight?" he asked, concerned.

Twilight was silent for a while, her face tight with pain for a while, before slowly returning to a calm state. "Yeah... ow! It's going away, don't worry," replied Twilight, the pain becoming replaced with pleasure again. Seeing the lingering concern on Fluttershy's face, Twilight tried to assuage his fears. "We can keep going, honest!"

Trusting her, Fluttershy continued to push himself deeper and deeper inside. As his cock disappeared further into Twilight's vagina, he was surprised that there was so much room inside! He had never known that the equipment he had owned for so long went so far inside him. Fluttershy had noticed that his dick was around seven inches, maybe more, yet as his hips connected with Twilight's, he realized that his entire length fit inside of her. So this is what sex as a stallion is like. Funny how I experienced it before sex as a mare, he thought, reveling in the tight grip of Twilight's passage. It was hot and fleshy, and Fluttershy remained hilted for as moment to milk out the sensation.

Soon, however, he began to thrust, slowly at first, but gaining momentum quickly. When only his crown was still inside, Twilight's inner walls squeeze, seemingly trying to pull him back inside. He obliged every time, using more force with every push of his hips.

Twilight had thought that she had reached the height of pleasure that could be experienced, but she had been so wrong! The kissing, the breasts massages, none of it compared to the raw satisfaction of Fluttershy's hot dick filling her to the brim. She wanted to cry out when he pulled it out of her, and actually did cry out when he would hilt himself inside again and again. The pain she had felt only moments ago was utterly forgotten, nothing more than a memory as pleasure overwhelmed every sense she had. Twilight's moans started to become one, continuous moan, accentuated by sudden increases in pitch with every time Fluttershy shoved his dick deep into her.

Fluttershy's thrusts were slipping out of control, the harder and faster he went increasing the pleasure. His grunts and groans grew rougher, almost turning into growls as he ploughed Twilight, dominated her. He was the one dictating how fast he went, he was the one pleasuring her, shoving himself inside her. The cute cries and sounds she was making only assured him the she wanted him, wanted him so badly, and it was incredible. Control was in his hands, and he loved it.

Pressure was building within him, however, and he knew that he was close to bursting. His thrusts became frenzied, wild and out of control, his breaths loud and harsh. Twilight, too, was screaming her pleasure to the world as her pussy was pounded hard, loud slaps from their hips smacking together mixed with screams, moans, grunts, and the creaking of the bed, filling the room with the sounds of sex.

Suddenly, Twilight's walls clenched around Fluttershy's length, squeezing it hard as climax tore through her body. Her screaming reached new volumes, out of control. Fluttershy could no longer hold himself together, and he released himself inside of her, his cum spurting out of his cock and coating her insides. He moaned loudly as his seed was emptied inside of her, his penis twitching wildly.

Fluttershy collapsed onto twilight, exhausted and spent after his wild fucking. His mind started to clear the longer he lay still atop Twilight, who was also recovering her breath and making no attempt to move or get out from underneath Fluttershy's muscular form.

"Wow..." muttered Twilight, staring up at the ceiling. She nuzzled the side of Fluttershy's head, kissing his temple. "That was absolutely amazing. Thanks, Fluttershy. I don't know anypony I would rather do this with. At least, while you're like this."

Fluttershy shifted around, so that he was laying on his side behind Twilight, spooning her. "I should be the one thanking you. Before, I could only dream of something like this happening," she admitted.

Twilight giggled, a clear and happy sound. "And you didn't want to test the spell out with me!" she said, snuggling up against Fluttershy's hard chest. "So, should I turn you back to normal now?"

Fluttershy wrapped his arms around Twilight's waist, holding her close as he blew on the tip of her horn, sending a shiver down her spine. "I don't know... there is still so much we could do~" he whispered into her ear.

"Eager for round two, are we?" said Twilight, teasingly grinding her ass against Fluttershy's groin.

"Maybe in a bit, but I think some more of this is in order first," said Fluttershy, closing his eyes as he pulled Twilight closer. Wrapped in his arms, Twilight too settled in, her magic dragging the covers over them, warm and soft.

Twilight didn't bother looking out the window, or even opening her eyes, before saying "Goodnight, Fluttershy."

"Goodnight."

~END~

Author's Note

Most of the sex was written while listening to X play Wizorb. Don't think too long on that.

...ssh.

This was originally intended to be nothing but a quick bit of sex. Somehow, I ended giving a whole lot of character to Fluttershy (I'm really happy how that worked out, btw) and wrote nearly 7,000 words. Yikes. This story is the the single longest one-shot, even though I think some of my earlier "stories" have a higher word count, most chapters were short.

Anyways, thank you for reading my story, and I hope that you enjoyed it. On the rare occasions that I actually finish a story, I always feel like I'm a much better writer than the last time it happened. Funny how writing fan-fiction on the internet has greatly improved my writing ability. Seriously, Battles of Another? I didn't even understand paragraphs properly.

Oh, and thanks to Deprave (http://www.fimfiction.net/user/Deprave) for editing/proof reading this.

See ya!