Fluttershy cowered in fear as Big Mac approached her, his cock throbbing and hard with the prospects of taking Fluttershy’s virginity. His mind only had one thought, but something made him stop just as he was about to reach the yellow ball of terror. He stood there for a few minutes, but to Fluttershy it seemed like an eternity. She kept waiting for something…anything to happen. She then felt a hoof on her back and heard a soothing voice.

“What’s wrong, sugarcube?” AJ felt the yellow pegasus shivering and began to rub her hoof up and down Fluttershy’s back, trying to calm her. “Ah thought you would be excited. Ah know ah was the first time. And yeah, ah was a little scared mahself. But he was very gentle and my fear soon passed, and it felt soooo good.” Fluttershy continued to hide her head under her hooves. AJ sighed loudly as she looked at her brother. She then smiled as she went over and whispered into his ear. As Fluttershy lay in the hay, she heard moaning sounds coming from not too far away. As she lifted her head out of curiosity, she saw something that took her breath away. AJ had her butt in the air, and Big Mac was fucking her! AJ had a big grin on her face as she moaned with pleasure. Big Mac pumped his cock in and out of AJ’s pussy slowly, wanting to feel every tug and pull of AJ’s inner walls on his dick. The sensations were amazing as Big Mac felt AJ reach back with her hoof and begin to play with his balls.

Fluttershy felt the wetness begin to flow heavily from her slit as she watched Big Mac and AJ fucking each other. A warmth began to make its way from between her legs and spread itself all over her body. She wanted to look away, but at the same time she wanted to watch this display of ecstasy. She suddenly felt a hoof slide its way between her legs, and she realized she had reached down there without realizing it. She sat down with her legs spread apart and began to rub her pussy juices around her slit. Her clit was hard and throbbing as the edge of her hoof grazed it, sending a rocket of pleasure all over her body. A quiet moan escaped from her mouth and her wings extended to their full length as she continued to massage her button. Big Mac began pumping faster as he felt himself nearing his peak. AJ was no longer being subtle about how she felt as she loudly vocalized her pleasure. Fluttershy could see AJ’s juices dripping onto the ground as she quickened the pace of her hoof.

Fluttershy had never felt this good before. She had masturbated many times, but watching two of her friends fucking each other right in front of her eyes brought new sensations and excitement. Her slit was slick with her excitement as she felt herself building to her release. AJ suddenly let out a yell as a gush of pussy juices washed over Big Macs cock and flowed onto the ground, making a puddle. At the same time, Big Mac thrust his cock deep into AJ’s pussy and moaned loudly as he emptied his load into her depths.
AJ felt his jizz covering the inside of her as wave after wave of ecstasy washed over her body. She dropped to the ground panting as her brothers cock slid out of her and continued to drip white hot cum onto the ground. AJ dragged her body around and grasped his now limp cock in her hooves. She began to lick the tip of his cock, wanting to taste her brothers juices mixed with hers. Big Mac closed his eyes as AJ licked his cock clean. AJ then heard soft noises and looked over to see Fluttershy furiously rubbing her clit as a gush of juices burst from between her legs. Fluttershy’s mouth was wide open as she quietly let out a yell. Fluttershy felt every contraction of her pussy sending wave after wave of bliss from her clit to the top of her head and out to the tips of her wings. Her quivering body was rigid as her orgasm began to slowly fade away. She collapsed onto the ground, panting, as AJ winked at Big Mac.

“I think our little yellow pegasus enjoyed our little show.” Big Mac grinned.

“Eeyup.” AJ shakily raised herself off the ground and slowly trotted over to Fluttershy. “You see sugarcube, there’s nothing to be afraid of.” Fluttershy looked up into AJ’s soft eyes.

“I-I want to try it, if that’s ok.” AJ let out a whoop of joy.

“Yeehaw!” Fluttershy still looked a little nervous as she pawed at the ground. “Aw, don’t worry sugarcube. I’ll be right here.” AJ motioned for Big Mac to come over. “But first, we gotta get Big Mac here goin’ again.” AJ pointed to her brothers limp cock. “Why don’t you start by just touching it?” Fluttershy looked at the long, black thing hanging between his legs. She slowly reached out a hoof and brushed it gently. Fluttershy felt Big Mac jump slightly as she quickly pulled her hoof away.

“I-I don’t k-know Applejack.”

“It’s ok, Fluttershy, take yer time. This needs to be fun fer both of you. And Big Mac here will let you know if you are doin’ somethin’ he doesn’t like. Go ahead, try again. And this time, gently run yer hoof up and down his shaft.” Fluttershy nodded as she once again reached out a hoof and placed it on the side of his cock. His dick felt warm and leathery as she began to slowly run her hoof down towards the tip. Big Mac let out a soft sigh as he closed his eyes and let Fluttershy explore his member.

Fluttershy reached the tip and began to make her way back towards his balls, letting her hoof feel every pulse of blood pumping through his cock. It began to slowly harden as she reached his balls and once again ran her hoof down the shaft. A drop of pre-cum began to form on the end of his dick as Fluttershy slowly began to move her hoof faster.

“I think he likes that, Fluttershy.” Big Mac nodded enthusiastically as Fluttershy smiled.

“I like how it feels. I’ve always wondered what one felt like. I mean, I’ve seen them before, but I’ve never touched one, even on my animal friends.”

“And it gets even better, sugarcube. Why don’t you try licking it?” Fluttershy stopped and looked at AJ in shock.

“L-Lick it?” AJ nodded.

“It feels really good for him, and it tastes amazing.” AJ bent down and lifted his dick to the side. “Just do it like this.” AJ stuck out her tongue, and using the tip she licked the bead of pre-cum off of the end of his cock. AJ let out a moan, rolling the cum around her mouth and savoring the flavor. “Mmmm.” Big Mac visibly shuddered as he felt AJ’s tongue on his member. She moved his cock in front of Fluttershy’s face. “Now you try.” Fluttershy stuck out her tongue, closed her eyes, and moved towards the black appendage. Her toungue made contact with his dick, and she once again felt Big Mac jump a little. Fluttershy liked the flavor of his cock. It was salty and warm with a hint of grass. She moved her tongue around the tip, enjoying the moans coming from Big Mac’s mouth. She traced her tongue down the shaft and then ran it up the other side, once again concentrating on the tip. She tasted small drops of cum oozing from his cock as Big Mac moved his hips, thrusting his cock into her face. She felt her slit becoming wet again as she closed her eyes and popped the end of his dick into her mouth. Big Mac gasped as she moved her head up and down, running her tongue on the underside of his member and around the tip. Big Mac tried to thrust his cock deeper into her mouth, but Fluttershy wasn’t able to take much of his large dick.

Fluttershy opened her eyes and saw that AJ was running a hoof over his balls, gently massaging them as she sucked on his cock. AJ then leaned over and sucked one of his balls into her mouth as a gasp came from Big Mac. Fluttershy began to quicken her pace as AJ went from one ball to the other, licking and sucking each one. Big Mac was gasping and moaning as the two mares worked on his cock, and he felt himself about to cum. With a sudden groan, Fluttershy felt her mouth and throat suddenly fill with a thick liquid as she felt Big Mac’s cock thrusting and pulsing with each shot. She quickly pulled her head away as several large ropes of jizz shot from the end and landed on her mane and face. AJ laughed as she saw her friend covered in her brothers cum.

“I think you did a good job, Fluttershy. Seems like Big Mac here thinks so too.” Big Mac shuddered out a faint “Eeyup” as the last spasms of cum dripped out of his once again limp cock. He collapsed onto the ground, breathing heavily as Fluttershy started to wipe the jizz from her head.

“That was fun, Applejack.”

“I knew you would like it, sugarcube. But we need to let Big Mac here take a little rest before I show you the best part.” AJ winked at Fluttershy as she helped the pegasus wipe the cum from her head. Fluttershy once again felt the butterflies in her stomach return as she looked at the panting earth pony that had cum still dripping from his cock. How is he going to fit that into me? I d-don’t think I c-can d-do this…

Author's Note

Now we're getting to the good stuff.