Author's Note

Hey guys, Distorted Flare here. Hope you all enjoyed this chapter and enjoyed reading it as much as I did writing it. Hope you all liked the story and I look forward to doing more collabs with The Abyss in the future.

Fluttershy

Twilight and the rest of her friends stared at the lift as it rose upwards, carrying the still form of their friend. From the sounds of her rapid, heated moans, it sounded like she had gone through quite a pleasant ordeal. Seconds later, it finally ground to a halt, revealing Rarity’s cum-drenched body. Her chest was heaving up and down as she struggled to draw breath, and her once-beautiful mane hung limply from her head, coated with thick strands of cum that dripped from her used and abused holes.

“Rarity!” Fluttershy said as she limped forward, her pussy damp with arousal from the spectacle that her friend had just put on. She and Rainbow trotted up to Rarity and gently slung one of her forelegs over their backs, then pulled her off of the platform and over to a couch.

Rarity gave a small snort, making a bubble of tentacle cum pop that had been lingering on the tip of her muzzle. She licked her lips and swallowed what she could, then wearily looked up at her friends. “Best... night... ever!” she panted, looking at each of them in turn. “I never thought a mare could cum so... so hard! As soon as I came the first time, I thought it was done with me, but no; it just keep fucking me!” Rarity placed a hoof on her swollen stomach and pressed down, letting out an unintentional moan as she pushed a torrent of cum from her.

Fluttershy slowly zoned out as she stared at the no small amount of cum that flowed from Rarity’s holes. She knew that it wasn’t really proper to look at another pony’s privates, but being proper had been thrown out of the window as soon as they stepped inside the tent. As her two friends used a few towels to help clean Rarity up a bit, Fluttershy walked around so that she could get a good look at Rarity’s privates. She felt so naughty, but she just had to know.

Fluttershy glanced up and made sure that nopony was focusing on her, and when she was sure that she was in the clear, she let her eyes drift downwards to Rarity’s flank. Her eyes widened and her breath quickened as she finally laid her eyes on her prize. Her friend’s butt cheeks were stained with the beast’s cum, and her precious tail was mangled so much that it stood up in places. Rarity’s pussy had been fucked so hard that it was still gaping, although not as much as her asshole was. Cum was constantly trickling from both holes, and it looked like Rarity barely seemed to notice as she droned on and on about how glorious it felt to be taken and fucked like she was nothing more than the creature’s plaything.

Fluttershy felt a couple small trails of arousal slip down her inner thighs as she stared at Rarity’s glistening sex. Her wings started to twitch on their own, making her struggle to keep them down. She heard the beast behind them gurgling in approval. Its tentacles thrashed about, seeking its next victim as it tried to snag a pony in the stands, although it fell short every time. Around the arena, ponies roared and cheered their approval of the last round, their hooves creating a thundering chorus.

Her heart racing with anticipation for what was to come next, Fluttershy knew that the crowd would be cheering her on in the next few minutes or so. She knew that any minute she would enter the pit and be at the mercy of the insatiable, lustful beast. She also knew that her only chance would be to try and charm the beast like she always did when one of her little woodland critters stepped out of line. Since magic and flying wasn’t allowed in the arena, she would have to rely on what little strength and dexterity she had. She figured that while everypony had yelled and hit the creature, maybe that had been their undoing.

As she stepped away from her friends and towards the ramp leading into the pit, she figured that kindness would be the beast’s undoing. After taking a deep breath, Fluttershy stepped onto the ramp. She felt her stomach do a flip as the ramp started to slowly descend, controlled by the announcer’s magic. The beast's vicious and squirming form seemed to calm as the ramp neared the bottom of the pit, and as it finally reached the bottom, two unicorn handlers restrained the beast, forcing its body to the ground.

Her hooves shaking and her ears splayed against her head, Fluttershy nervously approached, taking care to avoid the larger puddles of cum and other bodily fluids. There was cum everywhere; each step just caked more of the sticky stuff on her hooves. She turned her head looking at her friends pitifully as they cheered her on. Her messy friends were a good reminder of what would happen if she messed up.

With a small ‘eep’, one of the handlers gently picked her up in their magical grasp and placed her on the large tentacle that they had secured for her. It felt smooth to the touch as it gently bucked beneath her, responding to her touch. She gently ran her hoof along the side, trying to send across a message that she was friendly and didn’t want to hurt it.

The dull roar of the crowd and the muffled voice of the announcer was all but drowned out by the sound of her pounding heart. Each breath she took in was shaky at best; it felt like she couldn’t get enough oxygen into her lungs. Her gaze was locked on the tentacle that she sat on, and she couldn’t help but let her mind drift to what might happen if she fell off. The sight of Rarity’s cum-drenched ass sent a shiver down her spine, making her leak some of her fluids onto the already-slick tentacle.

Oh no! she thought in a panic as she felt things get really slippery down there. A small moan escaped her mouth as she kept grinding against the tentacle; she couldn’t stop herself, it just felt too good.

“Five!” she heard the announcer yell, making her head snap up. “Four!” Fluttershy’s head whipped around as she stared at her friends. “Three... Two!” She wrapped her forelegs as tightly as she could around the tentacle she sat on, pinning her tail down to try and preserve what little dignity she had left. “One!” Everything turned into slow motion as the handlers’ magic disappeared from the tentacle, and as soon as the creature felt it was free, it let loose a loud roar.

The beast went wild not a moment later, making Fluttershy meep as she hung on for dear life. The tentacles thrashed around, nearly knocking her off as Fluttershy made the effort to make her body as small as possible. The beast violently threw its body back and forth, twisting and turning as it tried to remove the terrified pegasus. Her hooves were already shaking, straining to hold onto the enraged beast.

“Why are you fighting me? I just want to help you!” Fluttershy said, feeling herself tip over to the right as the tentacle bucked and swung through the air. Sweat trickled down Fluttershy’s brow, making her eyes sting. The crowd was going wild, some shouting for her to hold on whilst others cried out for her to slip and fall off.

The beast’s struggles made Fluttershy slide back and forth, making her give a heated whimper as her pussy slid along the creature’s ribbed form. Biting her tongue, Fluttershy struggled to keep her wings shut. Each small movement sent a tingling sensation through her moist sex as a small voice in the back of her head made her think about letting go and allowing the beast to claim her as its own and have its way with her.

Lost in the small daydream, Fluttershy yelped as she felt the tentacle flex, bending away from her stomach. She looked down just in time to see another tentacle slip through the small gap, and her eyes widened in shock as she realized what was happening. Not a moment later, the new tentacle wrapped itself around her midsection, pinning her wings to her side as it ripped her away. The sticky tendril matted her stomach as it held her up to its larger one. Around her the other tentacles started to move in, just like sharks would with blood. They crept closer, one lightly tickling the sole of her hoof, making her shiver.

Spiraling around her leg, the tentacle closed in on her soaked cunt. Another mimicked the first one as it wrapped around her other leg, making her gasp.

“Now you just hold on a minute there mister,” Fluttershy barked, making the beast pause. It cocked its head much like a dog and stilled its tentacles. “Now I know that this is what you do and it’s your job but what you are doing is wrong,” Fluttershy lectured. She widened her eyes and used her special ability, the stare.

“Ah can’t believe it! Does she really think she can talk that thing down?” Applejack asked as she watched on in heated interest.

“Knowing Fluttershy this could go either way,” Twilight responded. Below the beast seemed to consider the mare’s words, its head swaying side to side gently as Fluttershy gave a warm smile.

“I know you are not a horrible monster and I know you are just doing what you are told but there are far better things than doing what you are doing,” Fluttershy continued, her words gaining strength. It seemed to her that her plan was working. The timer on the clock said that she had only twenty more seconds to go, giving her the confidence she needed. The beast’s grip on her loosened as it started to lower her to the ground. Gasps rose from the crowd, making Fluttershy grin in victory. Her hooves lightly touching the ground, the mare yelped as the beast forced her front half down, making her her rear stick up as she looked up at the beast in shock.

Cheers rang out as ponies started to chant. Fluttershy gritted her teeth as she tried to shake the creature’s grip off of her. Slowly the words from the crowd started to filter through her clouded and panicked mind.

“Rape, rape, rape!” The shouts only made Fluttershy all the more flustered and desperate. The tentacles lightly brushed against her inner thighs, sending a wave of excitement though the turned-on mare as her tail almost involuntary moved aside revealing her bits to the beast. Drool trickled from the beast’s mouth as it hungrily watched the small pegasus grow more excited. Fluttershy shuddered as she felt something prod her from behind. The tentacles excitedly rubbed against Fluttershy’s bits, their nubbed tips parting her lips as she moaned.

The sound of her friends and the crowd were drowned out as the mare waited in baited breath for the beast to make the next move. A wet pop followed by a sharp pain was the only warning the mare received as she cried out. Her ass clenched down in response to the pain as the beast, unperturbed, forced more and more of its length into her tight ass.

Fluttershy struggled, arching her back and bucking her legs as the tentacle started fucking her. It pumped small amounts of cum into her every few seconds, making her rear passage slick. She felt the pain subside from the rough entry as her hole relaxed a bit, and as the pain slowly turned to pleasure, she found herself instinctually bucking back into each thrust. Before she knew it, two tentacles wrapped around her hind legs and yanked them apart. She tried to keep her tail lowered in a vain effort to keep some small amount of dignity, but the beast had another idea.

A thick tentacle coiled around her tail and pulled her into the air, the tentacle in her ass still pumping away. Fluttershy yelped in surprise as she hung in the tentacles’ grasp. The base of her tail burned with pain, especially when the tentacle fully seated itself inside her. Suddenly, another tentacle wrapped itself around her lower stomach, right in front of where her hind legs met her body. It coiled itself around her a couple of times, supporting her weight just enough so that the pain at the base of her tail faded away.

The tentacle fucking her in the ass gave her no reprieve throughout that process, and before she could wonder what the beast had in store for her, she felt a new tentacle, this one a little bit thicker than her hoof poke her lower lips. Her eyes shot open wide as she felt the sheer size of it. She tried to look back over her right shoulder, but her head was forced to look back down at the ground by another tentacle.

The tentacle squirmed at her pussy’s entrance, trying to find a way inside her moist opening. She felt her labia spread, then felt the tentacle align itself with her opening. Fluttershy gasped a moment later, for the tentacle started pumping her slit with its cum. With each shot, she felt her pussy expand from the sheer volume of it, warming her insides comfortably. A little bit leaked out of her and dripped down her lower stomach, sliding all the way down her belly, each new spurt adding more and more to its mass.

Fluttershy whimpered as she felt the beast’s cum grace her lips. She kept them locked shut, thinking that she’d be alright, but she was wrong. The cum found its way into both of her nostrils, cutting off her air supply. She opened her mouth and coughed, trying to clear her airways. In her efforts to do so, however, she couldn’t help but let some of the cum slip into her mouth. She licked her lips and swallowed, and though she had wanted to grimace at the taste, she found it to be quite pleasant. Her stomach warmed as she swallowed what she could.

A moment later, she felt her entrance stretch wider than ever before. She tried to get another look at her pussy, but the tentacle from before prohibited her from doing so. Fluttershy clenched down as hard as she could, thinking that she could keep the new one from penetrating her delicate flower. She kept the pressure up for as long as she could, but the tentacle fucking her ass slowly but surely wore down her defenses until her muscles burned, screaming for her to relax. Fluttershy didn’t want to, but she knew that she had no choice.

The moment that she relaxed, the thick tentacle forced its tip inside of her a few inches, forcing several droplets of tentacle cum from her pussy. Fluttershy’s mind went blank as pleasure forced all rational thought away. The tentacle in her pussy squirted another burst of its warm cum inside of her, then pushed itself inside until it was seated inside of her. It gave her a few moments of reprieve, then the smooth and slick appendage pulled back, nearly all the way out. Like before, it gave her a few seconds to gather her senses before it rammed back inside her, stretching her like nothing before. The two tentacles at her rear kept a steady rhythm as her tongue lolled out the side of her mouth. Each thrust gained a moan from Fluttershy, each one getting progressively louder with each push.

Fluttershy whimpered as she felt another tentacle slide across her stomach, moving towards her head, matting her fur with its fluids. A moment later, the tentacle shot forward and pushed itself passed her lips. It all happened so fast that Fluttershy had no idea what to do. Sliding down her throat, Fluttershy gagged at the sensation, trying to spit the invading member out. This only made it burrow deeper down her throat. Each tentacle fucked her with increasing vigor, and she could have sworn she felt the one in her pussy swell up a bit. Fluttershy’s limbs dangled uselessly in mid air, the tentacles keeping her body afloat as they fucked her in every orifice.

Before she knew what was happening, the tentacles holding her flipped her over so that her stomach was facing the ceiling. They kept her head held back so that her throat was a straight passage with her mouth, then pinned her fore legs to her chest. As Fluttershy felt some of the tentacle cum drip from her abused slit, the tentacle in her pussy sped up, pushing her near the edge. After several thrusts, it finally hilted inside of her, its tip pressed against the opening to her womb.

Fluttershy squirmed in the tentacles’ embrace. Suddenly, she felt the tentacle hilted in her pussy expand and contract over and over. The tentacle fucking her mouth slowed, then pulled itself out and pushed her head up so she could see what was happening. Her vision was a bit blurry, so after blinking her eyes a few times, she was finally able to focus on her pussy.

Fluttershy gasped, more from the feeling of the tentacle pushing something into her womb than from what she saw. Now, that’s not to say that what she saw was any less surprising, it was just that the feeling of having the opening to her womb stretched open was a little bit more important at the moment. From what she could ascertain, the tentacle lodged deep in her pussy was pumping her full of its eggs.

The tentacle that had been fucking her mouth loosely coiled around her neck then slipped back inside of her mouth. She let it in without a fight and even helped it down her throat by swallowing it. Fluttershy couldn’t help but let a moan slip from her lips as she felt the tentacle cum inside of her throat, pumping her stomach full of its warm seed. The more it pumped inside of her, the more she felt relaxed, growing more oblivious to the fact that she was being impregnated by the creature with each passing second.

Instinct told her to try to escape, but the pleasure crashing upon her mind said otherwise. Her limbs weak with fatigue remained unresponsive. Her stomach felt a little sore, but she didn’t mind that much. She looked like she was already six months pregnant with some stallion’s foal, her belly increasing in size more and more as the beast continued to pump more eggs into her womb.

“Oh... please don’t stop,” Fluttershy whimpered, futilely trying to fight back as the beast busied itself with her ass slamming into her. She felt herself grow wetter at the thought of being powerless, pushing herself really close to the edge. Fluttershy usually got off to such thoughts back home, and now that she was being forced to perform in front of a crowd, one that included her friends, she felt herself teeter on the edge of release. The beast’s libedo seemed infinite, making Fluttershy fear that she would pass out from sheer amount of pleasure, pain, and exhaustion. She didn’t want to pass out though, for she knew that if she did, she wouldn’t get to experience the orgasm of a lifetime.

With a final grunt, the beast came, showering Fluttershy with its cum. She closed her eyes and scrunched up her nose as she felt strands of the beast’s seed run down her body. Just the feeling of the warm cum shooting all over her was the last piece of the puzzle for Fluttershy. Her body seized up and her pussy clenched down so hard on the tentacle pushing eggs into her that it made it cease the flow. She thrashed about, nearly biting the tentacle fucking her throat. The sensation of her stomach expanding from both the cum being pumped into it plus the way her womb was expanding to accept the eggs was so hot to her, pushing her orgasm to heights never before experienced. But, then again, she was only used to her hoof and a couple of toys, so that wasn’t really saying much.

A gurgled whimper was all the mare could muster as she slowly came down from cloud nine. The tentacles slowly retracted from her, leaving her a dripping mess of sweat and sexual fluids. She was gently lowered onto the lift, and as soon as her hooves met the slippery surface, she collapsed. Her stomach was painfully bloated, each rise and fall of her chest brought a fresh bout of pain to her as fluids gushed from her privates and her mouth. It had been a rather fun and exciting experience, but the beast had left her drained and exhausted. The gentle sway of the lift and the dull roar of the crowd were all she was able to register as she coughed, spraying the floor of the lift with the beast’s seed.

Suddenly, she heard a scream from below, making her lift her head as she wondered what the commotion was all about. After wiping her eyes free of cum, Fluttershy saw the tentacle creature sway around viciously, one of the unicorn handlers in its grasp. She smiled as she knew the creature wanted nothing more than to make her feel as good as she was right now. As the lift neared the halfway point, she saw another handler, this one a male, try to use his magic to free the mare, but it was all useless. His magical strikes did nothing against the creature, and he could only watch as multiple slithering tentacles went to work his coworker. The mare’s screams for help quickly turned to moans of lustful need, making Fluttershy feel content inside.

As the lift neared the top, Fluttershy sluggishly got to her knees. The beast had left her legs shaking, taking a lot of effort to even kneel as she let out a grunt of pain. Slowly she rose to her hooves. Her friends rushed over as the lift reached the top. A sharp click rang out as the door was lowered. Fluttershy gave a pained, weak smile as her friends fussed over her, checking for any injuries. Unlike the other five the beast had been far more aggressive with her and had not shown restraint.

“Are you okay, darling?” Rarity questioned, poking her swollen belly with her hoof. Fluttershy gave a drowsy nod, thoroughly exhausted from the intense fucking. Her coat still soaked through with the creature’s sperm, her friends embraced her in a group hug not caring about the mess as they laughed.

It had been a bit unpleasant near the end, but Fluttershy would never deny that that had been the best fucking she had ever had. The beast had brought her to the best orgasm than she could remember ever having in her life, and even though she regretted that the beast hadn’t brought her to more orgasms like it had done with her friends, she knew that it left her with a very special gift: its offspring. Fluttershy had no idea when she would give birth to the eggs, but she knew that when they hatched, she’d have the time of her life.