Open With Myself

by Marshal Twilight

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Fluttershy, Sex
Length: 7883

Fluttershy, craving companionship yet too timid to act on it, decides that she needs some 'practice' before she can try dating. Fortunately, Twilight has a spell that can create the one pony she'd be willing to do it with: Butterscotch

Fluttershy has always been a timid soul, but that hasn't stopped her from craving companionship like anyone else. The problem is that she's so nervous about the idea of having sex that she hasn't even tried dating yet.

Fortunately, her friend Twilight has a solution for her; a spell that can create the one pony she'd be comfortable practicing with: herself.

Or rather, himself.

Edited by The Abyss

Published 2014-08-28 20:40:04 UTC
Last updated 2014-08-28 20:40:04 UTC

Bringing Him Out of Her Shell

Fluttershy took a deep breath as she attempted to calm herself, closing her eyes and counting backwards from ten.

“Okay, you can do this…” she said out loud, opening her eyes to stare at the library door across the street. “You just have to walk in, say what you need, and hope she says yes.”

Feeling more confident now, Fluttershy began to rise up, only to squeak and kneel back down as a pony trotted past. Oh, why do I have to be such a scaredy-cat? she asked herself.

She squinted at the door again then looked from side-to-side, checking to see if there were any ponies in sight. She took another breath, and for what must have been the tenth time, decided to go for the door.

“Hiya, Fluttershy!”

Fluttershy eeped and leapt almost two feet in the the air, flapping her wings on reflex. However, frightened as she was, she only succeeded in flailing in midair for a moment before falling down on her back.

Pinkie Pie’s smiling visage filled her vision as she leaned over her. “What’cha hiding in the bushes for?”

Fluttershy gave a pained groan in response.

“Oh, you wanna see Twilight?” She scratched her head. “How come you don’t just walk in? The library is open and everything!”

Fluttershy sat up, resting on her haunches with a slight blush on her face. “Oh, hi Pinkie,” she said, neatly ignoring her question. “How are you doing?”

Pinkie beamed at her. “Oh, I’m doing great! I had a really nice nap earlier, and then I had some cake, and—”

Fluttershy tuned her out as she eyed the library door again. Despite the unwelcome interruption, Pinkie did have a point; it wasn’t like she was doing anything wrong, so why was she hiding in the bushes and acting like she’d been planning a break-in?

“—And then I walked by and saw you hiding in the bushes, so I figured I’d say hi!” Pinkie finished. She suddenly frowned. “You never said what you were doing, though.”

Fluttershy blinked, realizing that Pinkie was done talking. “Oh, I um…”

Pinkie narrowed her eyes at her. “Were you spying on Twilight?” she asked.

Fluttershy’s eyes widened. “N-no, of course not! I was just… waiting for a chance to go inside.”

Pinkie watched her for a few moments, tilting her head curiously. Then, to Fluttershy’s relief, she smiled again. “Oh, okay then! Dunno why you have to wait, but I hope it doesn’t take too long!” She nodded her head toward the saddlebags that she had slung over her back. “I gotta get these ingredients back to the bakery, but I’ll see ya soon!”

“Okay, goodbye Pinkie!” Fluttershy said. She gave her an exaggerated wave and a rather forced smile.

Pinkie waved back and trotted off, humming cheerfully to herself as she went.

Fluttershy watched for a few moments before turning back to the library. She did have to thank Pinkie for one thing; she’d been getting herself worked up over nothing, and the pink pony had done a fine job of breaking the tension.

Fluttershy stood up, shaking the brush off herself as she trotted across the street. Once she was there, she steeled her resolve and pushed the door open, stepping inside.

The bell above the door rang as she opened it, and a moment later Twilight Sparkle stepped out of a side room, several books floating along behind her. As soon as she saw Fluttershy, she gave her friend a warm smile.

“Hi, Fluttershy,” she said. “Need something?”

Fluttershy’s cheeks reddened slightly, and she scuffed a hoof along the ground. “Well… kinda.”

“No problem,” Twilight said, the books floating over to a nearby shelf where they slid neatly into place. “Did you need a book on animals?”

“No,” Fluttershy said, her voice getting weaker all the while. “It’s not a book at all, it’s… a spell.”

“A spell?” Twilight asked, tilting her head. “What kind?”

Fluttershy whimpered, but she took a deep breath and pressed on. “Er, could you make a clone of me?” she asked timidly. “A… male version, please?”

“A clone?” she asked with a frown. “Um, sorry to say this, but cloning ponies is kinda… controversial. And illegal.”

Fluttershy looked at her in confusion. “Why’s that?”

“Using magic to create new life is a serious moral grey area, especially when it’s sentient,” Twilight explained. “And even if it wasn’t, it’s really hard to do it properly. Any number of things could go wrong.”

“Oh…” Fluttershy said. “I see.”

“Out of curiosity… What do you want a clone for?” Twilight asked.

Fluttershy blushed again, and wasn’t able to look her friend in the eye. “Well…”

There was a pause. “Fluttershy, you know you can tell me anything,” Twilight said. “I won’t laugh at you. Pinkie promise.”

“I wanna have sex!” she blurted, far louder than she’d intended. With a surprised squeak she covered her mouth with a hoof, face as red as an apple.

Twilight’s jaw dropped open, her own cheeks turning red as well. After a few moments, she cleared her throat awkwardly. “Er… Why do you need a clone for that?”

“Because I’m too scared!” Fluttershy said with venom. “I’ve seen couples; the way they kiss, look at each other, and do things together. They just seem so happy.” She sighed, lowering her head. “I’d like to have that too, but I’ve never done… that before, and I don’t want to make somepony unhappy if I’m bad at it, or too scared to go through with it.”

Twilight listened throughout Fluttershy’s confession, her expression one of sympathy. “Fluttershy, you don’t have to worry about that,” she said. “If you’re with somepony who really loves you, they won’t mind waiting until you’re ready.”

“But I’ll never be ready,” Fluttershy said miserably. “That’s why I need this. The only pony I’d feel okay doing it with is me.”

“And… you think that’ll help you get over your fear?” Twilight asked thoughtfully.

Fluttershy nodded, relieved that she understood.

“Well…” Twilight paused, rubbing her chin with a hoof. “I can’t make you a clone. Not a real one.”

“But?” Fluttershy asked hopefully.

“There is another spell I could use,” Twilight said. “It makes a temporary corporeal reflection of the pony the spell is cast on.”

Fluttershy gave her a confused look. “But that sounds like a clone.”

“Not exactly,” Twilight said. “A real clone would be independent, with a mind of its own. The physical reflection would have thoughts and emotions that correspond to the pony it’s connected to. It’ll feel real, and would be able to move and talk on its own, but wouldn’t really be able to think for itself.”

“Oh, I see,” Fluttershy said. “And you can do that for me?”

Twilight seemed to consider that. “Well, theoretically… I’d need to tweak the spell to change the gender, though.” Her horn lit up with magic, and a book floated over from a nearby shelf. Twilight trotted over to her desk and opened the book, flipping through the pages as she mumbled to herself.

Fluttershy watched, a small smile on her face. If it all went well, by the end of that day she’d feel confident enough to try dating for the first time. Hmm, I should bake her a cake for helping me with this, she thought. I wonder if she likes butterscotch.

“Okay, I think I have something,” Twilight said, getting Fluttershy’s attention. “There’s a binary variable in the spell matrix that I should be able to invert in order to ‘trick’ the spell into thinking you’re a stallion. That should cause it to produce a male version of yourself instead of a female one.”

Fluttershy stared at Twilight, uncomprehending.

“...Just hold still,” Twilight said wryly.

Fluttershy nodded and complied as Twilight’s horn began to glow, a subtle hum in the air as she fed more magic through it. Fluttershy was then enveloped in Twilight’s purple aura, feeling tingly all over. At the same moment she started to feel strangely light, a faint outline of another pony appeared directly across from her.

As Fluttershy watched, the outline was slowly ‘filled in’, almost like coloring a picture. The lines solidified, and a yellow color identical to her own filled the gaps in between. Over the next minute the reflection continued to form, becoming more and more real until, finally, the spell ended and there was a fully tangible stallion standing in the room.

Twilight was panting, looking tired as the magic faded from her horn. However, Fluttershy hardly noticed as she and the new stallion stared at each other in fascination. His colors were identical to hers, but his mane was much shorter, only shoulder-length. He was also a bit larger, and his features more angular. For all intents and purposes, he truly did look like a male version of herself.

Almost in a daze, Fluttershy reached out with a hoof and prodded his shoulder, gently running it across his fur. It felt coarse, and yet soft, like her own, and there was a soothing warmth to his skin that made him seem truly alive.

“That was… kinda tiring,” Twilight said, causing both of them to look over at her. “But it worked at least.” She glanced at the new stallion. “It did work, right?”

“I think so,” he said. His voice was deeper than Fluttershy's but still quite gentle. It had the same soft, almost timid quality, yet there was also a subtle confidence that her own voice usually lacked.

“Hmm… What number am I thinking of?” Fluttershy asked.

“Thirty-nine,” he said immediately. “What number am I thinking of?”

“Sixty-seven,” Fluttershy replied, sounding surprised. It was jarring in a way; he seemed to know what she was thinking even before she did. She looked at Twilight, a giddy smile on her face. “I think it worked! Thank you so much!”

Twilight gave her a smile. “No problem. Just remember: he’ll disappear after about twelve hours, and you have to stay close to him in the meantime, or he’ll go dormant.”

“We should be fine,” Fluttershy said, thinking that getting too far away from her companion was the last thing she had to worry about. He flashed her a grin when the thought crossed her mind, causing her to blush slightly.

Twilight nodded. “Okay, you two have fun then,” she said with a smile.

Fluttershy was just about to bolt out the door when another thought occurred to her. “Err, Twilight?”

“Hmm?”

“Would he be able to, um… get me pregnant?”

Twilight blinked, and her cheeks reddened again. “Well, there are a few reasons why, but the short answer is ‘no’.”

“Okay, thank you!” Fluttershy said. In perfect sync, both she and the new stallion burst out the door, flapping their wings in unison as they flew side-by-side toward Fluttershy’s cottage. They rose quickly until they were just above the treeline, then leveled out as they flew at a steady pace.

“So… what should my name be?” the new stallion asked, looking over at her.

Fluttershy considered that. “Butterscotch?” she offered.

He gave her a shy smile and nodded. “I like that.”

Fluttershy returned his smile and looked forward. The next couple of minutes passed in silence, the two ponies occasionally drifting close enough to tickle the other’s side with a wing. It was a small gesture, but one of genuine affection that made Fluttershy’s heart swell.

The two were soon approaching Fluttershy’s cottage, and adjusted their angle to glide down toward her front yard. They touched down at the same time, coming to a stop on the soft grass. Fluttershy watched her new friend as he landed, feeling slightly astonished at how similar his habits were to hers.

Out of the corner of her eye, Fluttershy saw many of the nearby animals gathering, ranging widely from simple farm animals to Harry the Bear, all of whom were examining this new stallion. She gave them a smile and said, “Don’t worry, he’s a friend.”

“It’s nice to meet all of you,” Butterscotch said, giving them a warm smile. They watched him curiously for a moment before a squirrel made a chittering sound and seemed to nod its head.

Most of the rest followed suit, and though many still looked curious they began to disperse, returning to what they’d been doing before. Fluttershy watched them for a moment, a peaceful smile on her face, before trotting over to the front door of her house.

“They’re really cute,” Butterscotch said, causing Fluttershy to look back at him. “And it’s a nice feeling too. Being needed, and appreciated for what you do.”

Fluttershy smiled at him. “Yes, it is. Working with the animals is really nice. It’s all so...”

“Simple?” he suggested. “There’s no pretense or judgement. It lets you be yourself. In a way, they’re the most innocent form of life.”

Fluttershy nodded at him, a wide smile on her face. He may have been a replica of her, but it was still amazing to have somepony understand her so well. She turned and pushed the door open, leading him into her cottage.

Before she could say anything, Butterscotch pushed the door closed behind them with a hind leg, leaving them alone and staring at each other awkwardly, unsure how to proceed. Fluttershy was privately cursing her lack of experience; everything had been going well so far, but now that she had him she’d simply frozen up.

Butterscotch cleared his throat. “So uh… should we start now?”

“Yes, I suppose so,” Fluttershy said, looking a bit uncomfortable.

Another minute passed in silence, and Fluttershy was getting frustrated. She knew that she wanted this, and she could tell that Butterscotch did too, yet it seemed that neither was willing to break the ice. To be honest, she really wished that he would just—

A pair of soft lips were suddenly pressed against hers, causing Fluttershy to give a muffled squeak. After a moment, she exhaled through her nose and closed her eyes, gently pushing back against Butterscotch.

Her first kiss was a truly wonderful feeling. She felt her heart flutter in her chest, and her surroundings seemed to melt away until there was nothing left in her world but Butterscotch. He felt so warm against her, very soothing, yet there was a small amount of passion in the kiss that held promises of greater rewards.

The two of them remained that way for several seconds before pulling away, both flushing as they locked gazes. His soft blue eyes were identical to hers, to the point where Fluttershy could almost have been looking into a mirror, only at the back of her mind she knew that this was no mere physical reflection. This was her desire, and everything she wanted, so do did he.

Without a word they leaned in for another kiss. Once again that soothing, smoldering passion filled Fluttershy’s senses, that feeling that made her feel so safe, and yet so desired at the same time. It was addictive in a way, making her want more and more.

They parted again a moment later, the tension now broken. Fluttershy’s face was one of pure desire, and Butterscotch’s was much the same. It was clear what they both wanted, so Fluttershy turned and beckoned to him with a wing as she trotted over to the stairs.

As she climbed up, a sudden thought occurred to her. Without looking back she flicked her tail aside, holding it out of the way for a brief moment. The sharp intake of air she heard behind her caused her to blush, but smile to herself at the same time. She wasn’t sure how much of it was ‘her’ reaction, but the fact that Butterscotch seemed to appreciate it made her feel very attractive indeed.

She reached the landing and pushed the door to her bedroom open, moving aside to let Butterscotch in as well. As he looked around, Fluttershy closed the door behind them and carefully watched his reactions. He had a small smile on his face as he looked around, from the full-sized bed over by the open window, to the homey wooden furniture.

Fluttershy quietly snuck up behind him, even though he had to have been aware of what she was doing. He played along until he turned around just in time to catch Fluttershy’s kiss, both of them giving contented sighs as their lips made contact.

Wanting more, Fluttershy began to slowly nudge him back toward the bed, never once breaking the kiss. Butterscotch complied without complaint, backing up until his rump hit the bed. He broke away from her for just a moment to climb up, sitting on his haunches.

Fluttershy gently pushed him onto his back, climbing up to lie on top of him, their warm bodies rubbing against each other. She inhaled deeply, noting with a dreamy smile that he had a cool, earthy smell that she found soothingly natural.

Before he could say anything she bent down for another kiss, but this time she prodded at his lips with her tongue. He parted them in response, and Fluttershy’s tongue slipped inside. She explored his mouth cautiously, her movements jerky and clumsy. She licked along his teeth, tracing his gums, and then began to prod at Butterscotch’s tongue. After a moment he began to return the favor, battling Fluttershy for dominance. After a few seconds of this Fluttershy coaxed him into her own mouth.

He did so with eagerness, and his motions were almost identical to Fluttershy’s from before, only more confident. They both moaned softly into the kiss as his tongue gently wrestled with hers, continuing for almost a full minute before they broke apart.

Fluttershy gave Butterscotch a timid smile, but the intense flush of her cheeks spoke volumes of her arousal. Butterscotch was in a similar state, only his arousal was more apparent; his stallionhood had emerged from its sheath, and Fluttershy could feel it pressing against her belly and inner thigh.

She wiggled her hips, rubbing against Butterscotch’s cock. He gave a pleasured groan at the sensation, his eyes slipping closed. Fluttershy gave a delighted smile at the sight. She had been so afraid at first, but the knowledge that he was enjoying it was incredibly reassuring. She began to work her way down, shivering at the feeling of that thick, hot stallionhood sliding against her.

She stopped once she was nestled between his hind legs, Butterscotch’s cock standing proudly in front of her. It was a good thirteen inches long, mostly black but mottled with pink, and pulsing slightly in time with Butterscotch’s quickening heartbeat. Overall it was certainly large enough to satisfy her, assuming she could take all of it.

But once again, Fluttershy found herself at a loss. As eager as she was, she was was worried that she might hurt him or do something else wrong, spoiling the mood.

“You’re doing good so far,” Butterscotch said soothingly. “Why don’t you try rubbing it a little?”

Relieved, Fluttershy gave him a nod before pressing the tip of a hoof to the underside of his shaft. She gave it a careful stroke from top to bottom, amazed at how warm it felt. She marveled at the texture, loose and velvety on the surface, yet very firm underneath.

Butterscotch gave a relaxed sigh in response, causing Fluttershy to repeat the motion, this time more confidently. After a few more moments of this she curled her hoof around his cock, her soft fur brushing against it with each stroke and causing Butterscotch to gasp in pleasure.

Fluttershy watched his reactions with a small smile, feeling a bit giddy about each little moan or gasp he gave. However, she was starting to get the sense that she was moving a bit too slow.

The moment she realized this, Butterscotch caught her eye again. “Um, how good are you with your wings?” he asked.

Fluttershy thought about that, a slow smile spreading across her muzzle as she saw what he had in mind. She withdrew her hoof, extended a wing and curled the end of it around his cock, forming a tight, feathery ring which she began to run up and down his shaft, all the way from sheath to tip.

“Dear Celestia!” he gasped, desperately groping at the sheets for purchase.

“Um, so you like it then?” Fluttershy asked, her cheeks turning red at the sight.

“It’s amazing!” he breathed. “So soft…”

Fluttershy smiled and tightened her grip slightly, then sped up. Butterscotch gave a long moan at the feeling, and unexpectedly she too felt a sudden surge of arousal, causing her to give a pleasured cry of her own.

“You—oh!— felt that, too?” Butterscotch got out, trying to fight back his moans as Fluttershy continued to stroke him.

Fluttershy nodded and started to speed up, moaning right along with Butterscotch as she felt the pleasure through their link. The more intense his sensation, the more Fluttershy felt of it, and it was unlike anything she’d ever experienced before.

But even if they hadn’t had the link, the sight of this stallion moaning and writhing from her touch had her rubbing her thighs together in an attempt to get some relief. She’d had some idea of what to expect, but seeing Butterscotch’s ecstatic reactions felt almost as good as having a hoof between her legs.

After a few more moments of this, the first bead of precum appeared at the tip of Butterscotch’s cock. Without thinking Fluttershy leaned in, taking a deep whiff of the head. Her nose was flooded with his thick, musky smell, causing her eyelids to droop slightly as her tongue lolled out of her mouth.

“Y-you like that?” Butterscotch stammered, eyes wide.

Fluttershy looked at him with half-lidded eyes, a lustful smile on her face. “I love it.”

Before he could reply Fluttershy scooped the cum off the tip of his cock with her tongue. Butterscotch gasped at the feeling, spurring Fluttershy into further action. She wrapped her hot, wet mouth around the head, sucking on it softly while continuing to jerk him off with her wing.

“O-oh, that feels incredible,” Butterscotch said between pants. “So warm…”

Fluttershy smiled to herself, deciding to experiment a bit more. She swirled her tongue around the head, curious of the flavor. His cock tasted fleshy, slightly bitter, while the precum was a bit salty. It wasn’t exactly tasty, and yet Fluttershy had never felt more turned on in her life.

She continued teasing the head for another minute, Butterscotch moaning and giving occasional bucks of his hips in response. She waited until he’d gotten used to it before lightly sucking on the tip, eliciting the loudest moan yet from her stallion, causing her cheeks to flush with arousal.

“Fluttershy, please…” he panted, sounding almost desperate. “A little deeper?”

Fluttershy gave him a sultry look before starting to work her way down, her muzzle spreading to accommodate his massive size. Each time she stroked him with her tongue, both she and Butterscotch would moan from the shared sensation, and she began rubbing at her lower lips with her tail for relief as she took more and more of his thick cock into her mouth. She made it about five inches before the head hit the back of her throat, causing her to gag and pull back.

Butterscotch sat up with a concerned look on his face. “You okay?”

She smiled warmly at him. “I’ll be fine,” she said. “It’s pretty fun.”

“Yeah, it—OH!” he gasped, falling back down as Fluttershy quickly took him back into her mouth. Once again he found himself gripping at the bed, his wings flapping out of instinct as he writhed.

Fluttershy looked up at him, feeling rather proud of her ability to get these reactions from him. She decided to try and take more of him into her mouth, but before she could he gently stopped her with a hoof, causing her to give him a pouty look.

“This… link we have,” he said. “Don’t you think it’d feel even better if we did this to each other at the same time?”

Fluttershy blushed as she imagined the feeling of his soft, velvety tongue lapping at her marehood, flexing within her, scooping up her juices as he moaned against her… Without a word she got up, then lay down on her side. Butterscotch moved as well, lying down next to her with his belly against hers and his head at her rear. Fluttershy spread her legs for him a moment later, exposing her damp marehood.

Fluttershy moaned softly as she felt his tongue sliding across her lower lips. To her surprise, as soon as it made contact her own mouth was flooded with the taste. She smacked her lips, finding that it reminded her of dew on the morning grass.

Deciding to join in, she leaned forward and took the head of Butterscotch’s cock back into her mouth, bobbing her head and suckling messily. She was rewarded with a weak spurt of precum and a fresh jolt of pleasure from between her legs as she hungrily gulped it down. She felt Butterscotch speed up as well, and his shaft actually hardened a bit as he grew more enthusiastic. Fluttershy suckled on the head of his cock, then squealed when Butterscotch flicked her clit with his tongue in response.

After a few moments of this Fluttershy pulled back to catch her breath, a thin strand of saliva connecting her lips to his cock. She felt Butterscotch slow down at the same time, giving her slow, steady licks instead of the more enthusiastic ones from before. When she took him back into her muzzle a moment later, she gave a muffled moan as he sped up again, slipping his tongue back inside to make her writhe in delight.

Spurred on by this, Fluttershy tried her best to take as much of Butterscotch’s stallionhood into her muzzle as she could, every inch making her wetter and his cock harder. With one particularly deep bob of her head, she managed to take him all the way up to the medial ring, swallowing around his cock as she licked around the ring with her tongue.

“Oh, goodness!” he blurted, involuntarily bucking his hips. “D-do that again!”

Smiling inwardly, Fluttershy moved back, then forced herself down again, taking a full half of his cock. She lapped hungrily at the ring again, causing them both to give muffled moans of delight. She began grinding her marehood against Butterscotch’s muzzle as he urgently thrust his tongue in and out.

Fluttershy suddenly gave a squeal as she felt his tongue brush against a certain spot inside her, one that almost made her vision go white as an enormous wave of pleasure rushed through her being.

“A-again!” Fluttershy demanded, before stuffing his cock back into her mouth.

Butterscotch did so, causing Fluttershy to give another spasm and a muffled scream of delight. She rewarded him by pushing her head down the furthest yet, taking much of his shaft into her throat. When she did, her connection to him sharpened, and she felt her own hot, tight throat gulping urgently around his cock.

Fluttershy could taste every inch of her own insides as well as Butterscotch’s cock, and her hips were bucking uncontrollably. Butterscotch responded by gripping her firmly around the hips with his forelegs, causing Fluttershy to squeal around her mouthful as this slight restriction only increased the intensity of her pleasure.

As their climax approached, the two ponies abandoned all attempts at restraint. Butterscotch began bucking hard against Fluttershy, driving his cock in and out of her mouth as he teetered on the edge. At the same time Fluttershy began grinding harder against his muzzle, dangerously close to her own peak.

Fluttershy and Butterscotch gave ecstatic screams as they came at the exact same moment. Butterscotch gave a final thrust, burying a full half of his length down Fluttershy’s throat. At the same time Fluttershy locked her hind legs around Butterscotch’s neck, holding him firmly in place as she writhed and convulsed.

The intensity of their dual orgasm was unlike anything they’d ever experienced before. She felt like a mare, gushing her fluids into her partner’s mouth as he filled her stomach with cum, but at the same time she was a stallion, pumping his seed down her hot, tight throat as she lapped at her own pussy. It was all so overwhelming, and at one point they almost fainted.

He continued to empty his heavy load down her throat. Fluttershy was so tight around him that she could feel each burst of cum traveling through his shaft, bulging against her throat. However, the need for air made itself known and Fluttershy was forced to pull back.

As she panted for breath, the last few bursts of sticky spunk were spurted all over her face, causing her to close her eyes as she received the gooey gift. With a final satisfied sigh, Butterscotch relaxed, his tongue withdrawing from Fluttershy’s puffy marehood.

For a while the two lay there, basking in the afterglow and one another’s company. Except for the occasional twitch of her legs, Fluttershy remained completely still except for the rise and fall of her chest. After she was done catching her breath she stood up on shaky legs, reversing her position to lie face-to-face with Butterscotch.

Without prompting he leaned in, licking his own release off her eyelids. She blinked a few times, smiling at the sight of his exhausted, flushed expression. She leaned in, kissing him and plunging her tongue into his mouth, licking up the remainder of their mixed cum before swallowing it down. She broke the kiss a moment later, resting her head on the bed as she looked at him.

“Um… What did you think?” she asked.

Butterscotch gave her a smile, genuine warmth in his eyes. “Amazing,” he said. “You’re a quick learner.”

Fluttershy blushed and giggled. “So are you.”

He grinned. “Well, I am you.”

She frowned. That could get confusing.

“You know, I wasn’t expecting that linked pleasure thing,” Butterscotch mused.

Fluttershy hummed. “Twilight didn’t mention that, did she?” She grinned. “Not that I’m complaining.”

Butterscotch chuckled. “Well, it feels a bit stronger now than it did before. I wonder if it gets better the more we use it.”

Fluttershy watched him for a moment, a smile spreading across her muzzle. “I think it’s worth finding out.”

Butterscotch gave her a sultry grin. “Ready for the next one?”

Fluttershy gave an eager nod and stood up, then got down on her belly while keeping her pert rear up in the air. She smiled to herself which she felt his hooves on her flanks, gently tracing circles on her cutie marks. She swished her tail a few times, eager to feel him mount her. He did just that a moment later, climbing up to straddle her and resting his belly on her back.

Fluttershy sighed in contentment as she felt the weight of her stallion on top of her. It made her feel slightly submissive, and yet safe at the same time. She flicked her tail up to curl it around his waist, and gave a soft moan as she felt the head of his cock prodding at her needy pussy. Butterscotch paused, and just when Fluttershy decided that she wanted him to continue he began to push himself inside.

Fluttershy buried her face in the pillow and moaned as that thick stallionhood sank past her firm resistance, spreading her open for the very first time. Any discomfort she may have had was by far overwhelmed by the satisfaction she felt through her link with Butterscotch.

Soon Butterscotch was fully hilted inside her, his balls resting against her clit. She felt him rest his head in the crook of her shoulder, panting right next to her ear. Fluttershy was in much the same state, her face flushed as she felt herself clench needily around that cock buried inside her.

“Oh, my…” she said breathlessly. She could feel every inch of her own depths, just as Butterscotch felt every bit of the incredible fullness.

“Y-yeah,” Butterscotch mumbled, fighting hard to contain his own moans.

He remained fully seated inside her for a few seconds before he began to pull back, the slick walls of Fluttershy’s pussy clenching hard as if trying to keep him inside. There was a shared sense of loss when he pulled out, followed by a moan of intense satisfaction as he pushed back inside.

Butterscotch kept a slow, steady pace after that, sliding in and out of Fluttershy in a smooth, sensual motion. It wasn’t quite the rutting that she’d expected, and yet she found it incredibly fulfilling.

A steady stream of moans escaped Fluttershy’s muzzle as her stallion continued to thrust into her. Excess fluids were leaking out around his cock, dripping down to soak the bed beneath them. Butterscotch maintained his measured pace, and on some level that was exactly what Fluttershy wanted.

That didn’t mean she didn’t keep him on the tips of his hooves, however. Fluttershy could tell that he was getting rather comfortable, so with a devious grin she decided to treat him to a surprise. She clenched hard around him without warning, smirking when he twitched inside her and gave a loud cry of ecstasy.

“Ohhh, that was good,” Butterscotch moaned, briefly holding himself inside her as the pleasure faded away.

Fluttershy giggled and ground back against him. “I know. I felt it too.”

“Oh, really?” Butterscotch asked slyly.

Fluttershy felt him brush a wing across her clit, causing her to give a scream of delight as an unexpected wave of pleasure rocked her to the core, a sentiment echoed by Butterscotch’s simultaneous moan.

Butterscotch began thrusting again as the two continued their game of mutual teasing. Over the next few minutes they kept trying to surprise each other. Sometimes Butterscotch would tease her clit without warning, or Fluttershy might stroke his ballsack with her tail. Each time it resulted in an unexpected yet entirely welcome burst of pleasure that would leave them both feeling weak in the knees.

Fluttershy felt her link with Butterscotch growing stronger, the sensations coming from him getting more intense all the while. She made sure to keep herself tight around him, moaning in helpless ecstasy at the feeling of both her own inner depths and that of his thick cock spreading her open with each thrust.

Butterscotch was making a good showing too, keeping Fluttershy constantly suspended in a state of ecstasy. Each time he withdrew she clenched around him, and when he pushed back in she readily spread herself for him. It was an incredibly erotic sensation, one that pushed them both closer and closer to climax.

Butterscotch put on another burst of speed, his hips slapping against Fluttershy’s rump with each thrust as his heavy ballsack swung beneath them. They were both moaning and panting in pure delight, their mental connection deepening ever further.

“Oh, that’s so good,” Butterscotch breathed, eyes closed tightly. “Go ahead, fill me up you amazing stallion…”

“Mmm,” Fluttershy moaned, feeling herself rut his mare even harder in response. “You’re so tight around me…”

Both of them broke down into incoherent babbling intermixed with grunts and cries of ecstasy. They drove themselves to the crest of their climax, Fluttershy’s inner depths desperately milking him of his seed. Then, with one final cry, he buried his cock inside as Fluttershy pushed back against him.

For the briefest moment they lost themselves entirely, their shared waves of pleasure reverberating to make the experience so much more intense. She was a mare, squealing in delight as she felt the first burst of potent stallion spunk splashing across her depths, coating her inner walls in heavy volleys. Her own release gushed out of her at the same time, soon overtaken by the much thicker overflow of the stallion’s pride.

At the same time she was a stallion, clutching his mare possessively around the middle. He continued to lightly thrust into her, grunting and panting as he pumped his wings out of instinct. He felt it as she clenched around him, urgently coaxing every drop of his seed out of him, filling her womb with all he had to give.

It was impossible to know how long it lasted, but they began to come down from their high at the same time, moaning and shivering from the intense aftershocks racing through their bodies. Fluttershy could feel every bit of her inner depths clenching around Butterscotch’s cock, while he could feel every ounce of cum that he’d deposited inside her.

After a few moments Butterscotch withdrew, producing a lewd schlick as he slipped out of her. A strand of his seed connected the head of his cock to her pussy, filled to the absolute brim by his heavy load of spunk. For the briefest moment Fluttershy could see herself through his eyes, watching her own trembling hips as a trail of sticky cum oozed from her gaping pussy.

It was then that her legs gave out from under her, leaving her lying flat on her stomach with her tail weakly twitching. She felt Butterscotch lie down beside her, the connection dimming as their minds returned to their respective bodies in full.

Overcome by a sudden sense of loneliness, she rolled over onto her side and scooted closer to Butterscotch, laying a wing over him and holding him close. Butterscotch wrapped his legs around her, flicking his tail to entangle it with hers as she buried her face in the crook of his neck.

The two remained like that for a while, holding each other throughout their afterglow. There was no kissing, conversation, or anything lewd. There was simply mutual understanding, a shared feeling of slight loss, physical satisfaction, and a desire for closeness.

It was a long time before Fluttershy finally moved her head back, allowing herself to look into Butterscotch’s eyes as they rested their heads on the pillow. He was looking at her with a soft smile on his face, and not for the first time Fluttershy felt a connection that went beyond the magical one. She leaned forward and planted a short, tender kiss on his lips. When she broke it both she and Butterscotch were smiling in contentment.

“That was… incredible,” Fluttershy said, feeling as if the words didn’t do it justice.

Butterscotch chuckled. “Yeah, it was… I still can’t believe how intense it was. Like…”

“We were one pony,” Fluttershy finished.

“Well… we are one pony,” Butterscotch said. “Sort of.”

Fluttershy nodded and shifted against him, intent on resting her head in the crook of his neck. However, when she moved her hips, she became aware of something that made her think that they weren’t quite done yet.

“Oh, my,” she said. “I didn’t think you’d still be so…”

Butterscotch blushed. His stallionhood was coated in both his and Fluttershy’s release, but it hadn’t gone soft yet.

“Well… I’m not exactly a normal stallion, am I?” he replied.

Fluttershy had been thinking along similar lines and gave a nod. “Well… it wouldn’t do to just leave you like this, would it?” she said slowly, a salacious smile on her face.

Butterscotch gave her an abashed smile. “Well—” he gasped, then moaned as Fluttershy wrapped a wing around his shaft, giving it long, firm strokes and spreading their mixed liquids across the surface.

“Don’t worry… You’ve been so good to me that I’ll handle this one,” Fluttershy purred, fighting to contain her own cute moans as fresh waves of pleasure were fed through the link.

Butterscotch was only able to give an incoherent moan in response as he writhed under her touch. She continued to jerk him off, keeping her feathery grip nice and tight around the shaft as she gently nudged him over onto his back.

While Fluttershy stroked him, her mind was wandering to other topics of sex she’d heard about. She blushed when she realized there was something they still hadn’t tried, and she had to admit that she was a bit curious. She withdrew her wing, then moved to straddle Butterscotch, giving him a nervous look.

He gave her a reassuring smile. “Don’t worry, you can take it slow,” he said. “Just try to relax, and you’ll be alright.”

He seemed so sincere that Fluttershy couldn’t help but give him a warm smile. She adjusted herself, then lifted her rump up off him. She moved back a bit, biting her lower lip and moaning softly as his hard cock slid against her pussy. She did this a few times before rising up until the tip of his cock was nudging at her tight puckered ring.

Fluttershy caught his eye before she began to lower herself, steadily applying pressure. Her resistance was quite firm at first, and the mare clenched her eyes closed, biting her lower lip as she felt the pressure build. Finally the head popped inside and Fluttershy slid down nearly an inch, causing her eyes to fly open as she gave a cute squeal at the same moment Butterscotch groaned in delight.

“Oh, by Luna,” Butterscotch breathed, almost in a daze. “You’re so tight…”

“I know,” Fluttershy said, her cheeks red. “I feel it too.”

She held herself like that for a moment, squirming in discomfort as she adjusted to his size. She felt Butterscotch rest his hooves on her hips, offering her some reassurance as she readied herself to move again. Eventually, once she felt herself relax, she began to slide down further, Butterscotch keeping his hooves on her all the while.

The remnants of their shared release provided ample lubricant, but Fluttershy had several false starts. Despite the steady stream of pleasure she was getting from Butterscotch, she still wasn’t very comfortable. She was slowly rising and falling on top of him, taking a bit more of him each time. She kept involuntarily tensing up, resulting in both pain and pleasure.

However, after nearly five minutes of this Fluttershy finally managed to take all of it, leaving him fully hilted inside her. They were both red-faced, gasping for breath. The feeling of that stallionhood lodged inside her was amazing. Fluttershy felt her own depths clenching around him, just as he felt every bit of the fullness she experienced from it.

They remained like that for a short while until Fluttershy began to slowly lift herself up with her hind legs, moaning as she felt her insides rubbing against that thick cock. As soon as she reached the head she began to work herself back down. She took it slow once again, giving herself time to stretch.

“It’s… a bit strange,” Fluttershy panted, rising up for the third time. “But kinda nice.”

“Yeah,” Butterscotch said, grunting when she took him back inside. “Feels better when you like it too.”

Fluttershy barely acknowledged him, focused as she was. She was gradually taking up a steady pace, slow but smooth. The feeling of being full was incredibly intense, almost as if she’d been incomplete until this moment. She’d loved having Butterscotch buried to the hilt in her pussy, but in a way this was even more intimate.

Over the next couple minutes Fluttershy had adjusted enough to start speeding up, sliding that thick cock of Butterscotch’s in and out of her with increasing confidence. It felt just as good having him in her rear as it did her pussy. It was as if his cock was rubbing at the barrier separating her two holes, stimulating them both at the same time.

The enjoyment was mutual of course, and now that Fluttershy was moving at a steady rate their third climax of the day was starting to build. For Fluttershy it was as if she were climbing a cliff, steadily building up to the height of her pleasure. At the same time she felt Butterscotch’s own impending release, an increasing tightness as he readied to burst.

As before, the waves of pleasure reverberated through the link, playing off each other to increase the intensity. Once again their minds drew closer, but this time it was even more powerful. Occasionally they would even lose track of whether he was lying on his back or riding on top of her stallion, and found both equally pleasurable.

Pushed along by the intense sensations, their climax was fast approaching. Butterscotch moaned as began bucking his hips, meeting Fluttershy’s thrusts halfway. By mutual agreement they pushed themselves along until finally, with a simultaneous scream of ecstasy, they reached the edge of their pleasure and two became one.

Fluttershy squealed as she took the shaft all the way to the hilt, feeling it as every spurt of warm spunk filled her last remaining hole. The tightness was replaced with a warm, buttery sensation that left her feeling loose and fulfilled. She also felt it from Butterscotch’s perspective, her tight depths clenching hard with each overwhelming wave of ecstasy, milking every last drop of his thick, sticky seed.

As they rode out their incredible climax, they lost track of the rest of the world entirely. The pleasure was so intense that their vision went dark a few times, only for them to snap back to awareness as Butterscotch released another spurt of cum or Fluttershy clenched once more.

Eventually their orgasm slowly faded away, and Fluttershy slowly returned to awareness. Her mind managed to reassert itself, and she found herself lying limp on top of Butterscotch, apparently having collapsed on him during some forgotten moment. Weakly, she leaned forward to kiss him, moaning softly into his mouth as their tongues danced together one final time. After they broke apart, Fluttershy rolled off him, a dreamy look on her face as she gazed at her stallion.

“So…how was it?” Butterscotch asked.

“Amazing…” Fluttershy mumbled, eyelids already drooping. “It was even better the third time.”

The stallion chuckled in response. “Yeah,” he said. Another few seconds passed in silence before he spoke again. “So, you think you think you can manage to ask a real stallion out now? Maybe Big Mac?”

Fluttershy smiled lazily. “Well, now that I know I can handle myself… Maybe I will.” She looked thoughtful. “Thunderlane’s kind of cute.”

Butterscotch gave her a smile. “Glad to help. Now, if I’m not mistaken…”

With a delighted smile Fluttershy scooched closer, cuddling up against him and pressing her face against his chest. She felt him chuckle in response, and smiled as he curled a wing around her. The sex had been wonderful, but there was something special about simply being so close to him. A feeling of contentment to go with her complete physical satisfaction.

“Thanks for helping me, Butterscotch,” Fluttershy murmured against his chest.

“Don’t mention it,” he replied. “I’m just you anyway, right? That means you did it on your own, in a way.”

Fluttershy hummed, her eyelids slipping closed. “You know… I suppose it does.”

“Get some sleep now,” Butterscotch said, gently rubbing her back with a wing.

It was the last thing she heard before she was asleep, a small, happy smile on her face with the knowledge that she’d managed to conquer one more fear.