The Second Floor Club

Applejack's flank was a welcome, warm presence against Twilight's as the two mares trotted to Sugarcube Corner for their weekly meeting. Twilight couldn't help but grin, thinking about what a difference a week made. The two shared a quick kiss as the bakery came into view, then made their way upstairs.

They were, as usual for Twilight, the first to arrive. Applejack settled onto the couch opposite the door. Twilight hesitated, then looked over at her. Applejack grinned and scooted to the side, glancing meaningfully at the empty space. Twilight smiled back and settled in next to her. Applejack leaned lightly against her neck.

Their friends didn't bother to hide their surprise when they saw them snuggled up. Rainbow Dash did a double take, Fluttershy's eyes widened, and Pinkie just grinned at them and bounced higher than usual. But nopony said anything other than a polite greeting before Rarity arrived. As usual she was "fashionably late", which meant a minute or two after the fifth arrival. Twilight suspected she hid somewhere to ensure she was the last to arrive, but only just.

"Darlings," she stopped and smirked as she entered, "you look quite cozy over there."

"I reckon we are," Applejack said, and nuzzled Twilight, who blushed.

"Somepony might read quite a bit into that."

Applejack shrugged. Twilight wrapped a wing around her barrel.

"Oh, are we going to have a joint story tonight? How exciting!"

"We won't," Twilight said, and Rarity's face briefly fell before she continued, "I'm going to talk about the first night, then Applejack's going to talk about the rest of the week."

Rarity's grin came back full force, and she squealed. "Oh congratulations to you both! Well, get on with it!"

"Nope," Applejack said.

"That's right," Twilight nodded, "we discussed it and somepony else should go first. We both know what happens in the other one's half, after all. The first story should be new to everypony so we all get warmed up."

"You both look plenty warm there," Dash said, "are we gonna get a free show before the end of the evening?"

"Maybe if you beg," Applejack said, "I know you wanna see this in action." She raised her rump slightly and wiggled it, though she kept her tail down.

"Is that what Twi' thinks too?"

Twilight turned crimson and hung her head, but finally rubbed her wing down Applejack's barrel to her cutie mark.

"Yeah," she said, sounding almost like Fluttershy. Pinkie and Dash hooted like a sporting crowd, and Twilight buried her face in Applejack's neck.

"First things first, though," Rainbow Dash said, "we need to settle our bet. I'm not letting you two off the hook, I need my dares!" She glared at Pinkie.

"Yeppers. Don't worry Dashie, I came prepared!" Pinkie produced a top hat from somewhere in her mane. "See, I brought a hat to put votes in! We can be all secret about it! Now everypony write your vote on some paper. Remember, no voting for yourself, Dashie!"

Everypony wrote their votes down, and Twilight hovered the hat around the room to collect them. After, she pulled the hat over to herself and counted out the results.

"Okay then. Grand totals we have one for Rarity, one for me, which feels like cheating..."

"I ain't got no regrets, sugarcube."

Rainbow mimed a gagging motion.

"...one for Rainbow, and three for Pinkie. Pinkie wins!"

"What the buck?" Rainbow Dash glowered at everyone. "I had twins! You all have no taste."

Fluttershy shrugged. "I liked Rarity's. It was...nice."

"I do enjoy stallions the most, you know," Rarity said. "And I do not understand your fascination with twins. Besides, Pinkie's had special outfits!"

"Et tu, Princess?" Rainbow glared at Twilight.

"Oh, I thought both of them were hot, you have no idea how horny I was at the end of last week's meeting--"

Pinkie was suddenly next to Applejack. "I bet somepony has a good idea," she stage whispered in the farmpony's ear. Applejack giggled and nodded.

Twilight glared at them, blushing again. "So I went with Pinkie because I think she'll give you a better dare, and brag less."

"She isn't wrong!" Pinkie bounced.

"She's wrong about the dare, mine would have been awesome. And buck you all."

"Oh shush," Rarity said, "don't be a sore loser, Rainbow. You'll get your dare back someday."

"Yeah, next time you're going down, Pinks!"

"We'll see. But I'm gonna hold on to these dares, so come on, somepony give us a story already!"

"I reckon we should hear from ponies that didn't have stories last time," Applejack said. "Twi' n' I are already up, but what about you, Shy? Got one of your fantasies to warm us up?"

"No," Fluttershy said.

"I can go then," Pinkie said, "Misty's been in town all week, we had this great pancake breakfast in bed--"

"Oh, no," Fluttershy said, a bit louder, "I meant, no, I don't have a fantasy, I have a true story."

"Whoa," Dash said, "even you're getting some action, Shy? That's great!"

Fluttershy blushed and looked at her hooves. "All your stories kind of inspired me."

"I told you, you're an adorable catalyst," Applejack nudged Twilight. Everypony stared.

"A cata-what?" Rainbow cocked her head.

"Never you mind. Get on with it, sugar," Applejack smiled at Fluttershy.

"Okay then..."

Fluttershy's First Story: Taming the Beast

I think I've told you before, I work with Zecora sometimes to help some of the strange animals that live in the Everfree. She knows so much about magical creatures! Mostly it's things like nursing manticores that lost territorial fights, restoring creatures that ran afoul of cockatrices, things like that. I'm better at injuries, but she's got potions for magical ailments that I can't do anything about. So I bring her those, and she brings me the injuries. And we teach each other things, so now I know some potions and she knows some surgery.

"Alright, I bet she taught you how to graze her pasture," Rainbow Dash said. "I knew you'd come around to mares someday."

No, Rainbow, I still like stallions. There's just something about having a nice penis inside me, just like animals do...

Fluttershy blushed crimson and was silent for a moment.

A-anyway, there's one kind of creature I always let Zecora handle, alone. They live deep in the Everfree, and normally only come out here when something's wrong. They're in a symbiotic relationship with some flowers there, but the flowers sometimes die off in parts of the woods, and then the creatures can get confused, and wander too close to the edge of the woods.

I don't know what they're called, but when they're healthy, they look like headless, hairless dogs. They have some kind of magical senses that let them find the flowers they like, and when they do, they let out these tendrils they use to eat pollen from the flowers, and fertilize them at the same time, kind of like bees. But if they can't find the flowers long enough, they build up too many of their seeds and they stop being able to move or retract the tendrils. Then they look almost like plants too, just this fat body with three big stalks coming out of it.

Since they can't move anymore, they die if you leave them like that, but they get better if they can just unload some of their seeds and get light enough to move again, especially if you leave them near their flowers. They aren't dangerous to ponies or anything, but it's cruel to leave them to die, so we help them when we find them. Only I usually take them to Zecora because the way you get the seeds out is, uh...

"Oooh, I bet it's sexy," Pinkie said.

Yes, um, the flowers squeeze the seeds out of them, so it's a lot like bringing a stallion to orgasm. I always bring them to Zecora, since that makes me really nervous.

Then last week I found one. Only, when I heard all your stories they made me feel so...nice. I think maybe someday I want to meet a stallion I like a lot and let him make me feel nice like that. So since Zecora told me helping the creature was like making a stallion happy, I thought it'd be a big opportunity. I could practice doing that and help a wild creature, too!

So I put the poor thing on my back and took it out deeper into the forest, where I knew some of the flowers it likes were nearby. I poured some water over it, and I saw a lot of little holes like lipless mouths open up, all over its tentacles, and suck in the water. After I emptied my watering can on it two or three times, it had a nice darker color and the tendrils started moving around, like they were looking for something.

Except for the color, they really do look like a stallion's thingy. Um, from the pictures I've seen, anyway. They even have the flare at the head and the ring around the middle, I guess to make sure the pollen they eat doesn't fall out of the flower if they tilt it down while they eat. So when they got lively like that, I started to get, um, aroused. It was nice, and reminded me of all the stories you told.

So I took a deep breath and I bent down to the nearest one and I licked the shaft a little. All the tiny holes on it sucked on me, not hard, but it felt like a lot of really small kisses on my tongue. It made my mouth feel a little drier, but I got wetter, uh, down below.

The tentacle got stiffer, too. It started sort of stroking my muzzle. I think it was looking for the flower's entrance but it felt like it was stroking me, not too hard. So I opened my muzzle and let the tip into my mouth. It pressed in gently but it went quite deep. I almost gagged but it was such a nice creature, and it just wanted to unload all its poor seeds. So I lowered my neck and let it most of the way down my throat. Once I got used to it, it was kind of, um, hot. I could feel the flare very far in my throat and the ring right inside my lips, and I imagined it was Bi...a stallion. Then it started "kissing" me from my lips all the way down my throat and it felt tickly but in the best way. I dripped right out of my marehood and down my leg. I realized I was out in the middle of the forest where anypony or creature could see me and smell me and for some reason that just made me more aroused.

I wanted to see if it would let me move around, so I shifted my hindquarters a bit, and the tentacle just bent below my mouth, it was very kind. Oh girls I was so aroused! It was moving in and out of my mouth and even though it was only an animal following its instincts I felt so wanted. I really wanted a stallion to mount me.

I didn't pay attention to how I was moving my rear until I noticed it was over the body of the creature, and the other two tentacles were rubbing up against my legs. Their little mouths on them felt wonderful, but I could tell they weren't finding what they wanted, the tips were flopping around. They looked sad and lost.

I felt sorry for them. Also aroused. So I lowered my rear and pressed my, um, pussy to the top of one of them. I told you it was already very wet, but then the little mouths started drinking in the juice and kissing the lips when they did and it felt so good! I moaned into the one in my mouth and it went a bit deeper when I did. It tasted musky and earthy, I think it was letting out some kind of lubricant too.

While I was busy thinking about that, the one under me felt all around my thighs, and then I felt the flare press between my lower lips. It must have been able to tell it had found an opening because it pressed right into my breeding hole. I've...I've never had anything in there, not even a carrot. I always just touched myself with my hoof after I had a fantasy, I was too scared to put anything inside me. But I was so wet and it was so wet the flare just slid right in. It hurt a little, but all the little mouths were kissing my insides right behind the flare, so it felt good too. Soon it didn't hurt at all, and it didn't feel good, it felt great! My knees got weak. And, uh, I wanted more of it in me, too. So I sat all the way down on it and it sunk into me all the way. I felt so full! It was wonderful!

But when I pressed down on it so hard, I sat on the last tentacle. My weight pressed the base right up against my butt, and all the mouths were kissing me there too. I've never felt anything so naughty in my life, it felt filthy but it made me even wetter. I was so wet inside I could hear the slurping while the tentacle drank my p-pussy juice.

Fluttershy was crimson and her eyes were closed but her voice was still strong. Twilight noticed her foreleg was moving closer to her belly, now nearly touching it.

I remembered Pinkie talking about taking stallions in both holes and I wanted to feel that full, too. So I lifted my butt just a little, just enough to let the tip of the tentacle move around, looking for a hole. The flare slid over me until I felt it press up against the opening, and I pushed down just a little, to make sure it knew it'd found one. It pushed back too, and slowly it pushed inside my b-butt. That hurt too, but everything else felt so good I didn't want it to stop. Then the flare made it in and the pain faded, and it pushed in and in, so deep, until the ring was just inside me.

Fluttershy's foreleg was pressed against her belly now, and the fetlock was pressed close between her legs. She panted lightly as she told the story. Rarity politely looked away as her friend all but openly masturbated, but Rainbow and Pinkie looked on, grinning. The scent of mare was heavy in the air, and Twilight felt the the familiar heat and wetness between her legs that indicated some of the pheromones were her own. She sorely wanted to lift Applejack's tail with her magic and stroke and admire her lovely marehood, but she refrained for the sake of her friends. While she wasn't sure she could really make it all evening, she at least hoped to hold out until Rainbow begged, as Applejack had said.

I felt so full, and all the pain was gone, now I just felt like I had three stallions at once, and it was heavenly. I remembered I wanted to learn to please them, so I decided I should please the creature. I started moving my tongue on its shaft, as much as I could with how deep it was in me, and I moved my lips back and forth a little, taking it in and out. I hear stallions like having their ring stimulated, so I moved my lips over it, and used them to play with it.

Either I was doing it well, or the creature thought it was slipping out, because it started moving all three tentacles in me, too. The one in my mouth just went back and forth with me, but I couldn't focus enough to move my rear too, so the other two just started rutting me. It was w-wonderful. They went deeper and deeper. I had no idea a mare could feel so full!

The one in my p-pussy got all the way to my cervix. The ring pressed up against it lightly, and it felt like it fit so well. I could tell the opening at the tip was right at the entrance. Whatever it put into the flowers, it was going to put right into my w-womb. And the one in my butt was so deep it felt like it was even further in than that! I was stuffed. I knew it was going to feed its seeds into me from both ends.

Thinking about that made me climax, hard. I groaned and moaned as much as I could with the tentacle in my mouth and I felt all my holes clenching on it as it kissed me all inside. Then in my pussy I felt the most incredible thing. Little lumps were moving up inside the tentacle, close enough to the surface I could feel them distorting it. They weren't very large, about half the size of marbles it felt like, but I felt every one against my stuffed pussy. And then I realized, it wasn't sending seeds, it was going to fill me with eggs!

Fluttershy was stroking herself with her hoof now, and let out a moan remembering her experience. Rarity was looking doggedly away, but Twilight saw her tail had flicked aside from her own sex. Dash and Pinkie were eagerly watching Fluttershy, mouths agape, while Applejack's muzzle was pressed to Twilight's own neck, nearly kissing her sensitive coat.

When I felt that and knew what was happening, I melted. I lost my legs and would have fallen over, but the three tentacles inside me held me up. It clenched in me and squirted out the first stream of eggs. I felt them shoot into me and fall into my womb. When the second spurt went in, I felt the little things creeping up the other two tentacles too, and the third group in my womb was also the first in my ass and throat.

I just kept climaxing over and over as it filled me up. I don't even know what to say about how it felt, getting stuffed with that poor creature's eggs. It was no wonder it was so bloated it couldn't move! But feeling them going into me instead was...was... j-just remembering it, I want it again. If there was a stallion here, even with you girls watching, I'd b-beg him to empty his balls right in my w-womb.

I knew it was finishing because I felt the tentacles shrinking inside me, until they sort of fell out on their own. The creature could move again, and it scampered off towards the flowers. But I could barely move, I was so weak from climaxing. And I felt bloated too, and looked it. My belly and ass and mouth were just stuffed with eggs, I looked down and my belly was swolen a bit, like I was carrying a foal. It made me hot again to imagine I was! I finally got my legs back and went home, but I was so aroused thinking about that, I got myself off again once I did.

Oh Celestia, just thinking about it...I wish Bi- a stallion were here, I want a cock in me so badly...

The friends, other than Rarity, looked on in shock and delight as Fluttershy frantically rubbed her hoof between her legs, eyes closed. She bit her lip and moaned as she brought herself to orgasm. Shuddering, she fell to the couch and panted until she recovered. She opened her eyes and saw her friends watching, then blushed crimson.

"Oh, oh dear, I'm--I'm sorry..."

"No sweat Shy," Rainbow said, "that was pretty hot. If I weren't too cool to get myself off, I'd have done the same. Seems it isn't just me." She grinned at Applejack and Twilight.

Applejack kissed Twilight's neck, and moved to her lips, but Twilight focused her will and leaned down.

"Make Dash beg," she whispered in her marefriend's ear. She saw the competitive fires light in Applejack's eyes and the other pony nodded and pulled back, grinning.

"Aw nuts," Dash said, "I wanted to see the show."

"Remember what we said sugar, you gotta beg."

"As if."

"Ah, Fluttershy," Rarity said, "you said you looked pregnant, but you look fine now. What happened to the, ah, eggs?"

"Oh," Fluttershy said, "w-well, the ones in my belly I digested, of course. And the ones in my butt I passed very quickly. They felt deep but of course they couldn't be too far in without hurting me. I asked Zecora and she said they'd hatch if I left them somewhere with decaying vegetation to keep them warm, near the flowers. So I made sure to do that. The ones in my womb are still there. I can feel them inside me. It's nice. She said they'd come out on their own in a week or so, and I should put them in the same kind of place, so I will. I won't really be a mother, of course, since they aren't related to me at all, I'm just like a nest. But I still like knowing I'll be helping the creatures."

"Does Zecora have some kind of potion to do the same thing?"

"No. She told me she liked doing it 'the natural way'. Um, I do too."

"Wow Shy, that was great!" Pinkie grinned from her couch. "I'd totally be getting myself off too, but I wanna hear about two of my bestest friends hooking up! And I wanna see if Dashie begs them to show off for us!"

"I'd like that too," Fluttershy said.

Everypony looked expectantly at Twilight and Applejack.