The Vampire's Kiss

by DrakoXeno1138

Rating: mature
Tags: Sex, Sunset Shimmer, Human, Main 6, Fluttershy (EqG), Gore, Comedy, Romance, Fluttershy, Equestria Girls, Spike (EqG)
Length: 7686

Flutterbat has come to Canterlot High, and she's looking for some victims of the female persuasion.

Fluttershy has begun to act strange lately. Her attire is more provocative, her attitude is more...seductive. In other words, it's not her usual behavior. But it's not without purpose. She's undergone a recent change, which has left her with a thirst, a hunger, and a lust.

For others.

It's downright batty! (Yes that was lame and just to make a bat joke)

[New] Cover art by http://shinta-girl.deviantart.com

Thank you Shinta! One of my favorite artists.

Published 2015-05-13 01:40:02 UTC
Last updated 2015-05-15 21:12:58 UTC

Chapter 1: Fluttershy?

It was an ordinary day at Canterlot High, the students were milling about during lunchtime, getting their books and bags from their lockers and chatting amongst themselves. Octavia and Vinyl were in the midst of another disagreement about whether classical or wub was better while Lyra and Bon Bon were setting a date/practice session.

Suddenly, the two doors at the front of the school opened simultaneously, attracting the students' attention momentarily. A female figure stepped through wearing a red zip up hoodie with the hood on and wearing old fashioned circular sunglasses with blinders. Everyone stared in wonder, not recognizing this individual. The figure then reached up and slowly unzipped her hoodie, she kept it on as she removed her arms from the sleeves, concealing her torso. Once the double doors closed, blocking out the sunlight, her hands crept out of the hoodie and reached for the hood concealing her face, and she removed the sweater and sunglasses in one swift motion, finally revealing herself completely.

Everyone immediately recognized the girl when her long pink her was released, but also had to do a double take considering she was wearing very different clothes than usual. She was wearing raspberry colored boots with black soles, what could only be described as lingerie-esque leggings, a short black and raspberry plaid skirt with a belt in the loops with a bat shaped buckle, a loose black belt around her waist purely for style purposes, black bands on her wrists and neck, sleeves not attached to anything, and what could only be described as a revealing red and black corset. She also had a bat shaped hair clip in her hair. The corset is what drew most of the students attention as she walked through the hall, as it complimented her impressive cleavage no one had been aware of.

The girl walked with a sway in her hip and with long strides that showed off her long, eye catching legs. The hall was silent, with the exception of the girls' boot steps, as the other students stood frozen while staring at the attractive figure walk past them. The girls' eyes darted back and forth, taking notice of the stares and giving a small smirk. She finally reached a fork and stopped before she could turn into another hall. She slowly turned her head so that the side of her face was facing the frozen group of students. And she winked once. She immediately turned right into another hall and smiled triumphantly to herself upon finally hearing something from the hall she had just left.

All the boys, and even a couple girls, fell back one by one like dominos, slamming into their lockers for support after having lost their composure. Octavia, Vinyl, Lyra and Bon Bon had not lost their composures but were still stunned and had their mouths agape.

I thought she was supposed to be the shy one Octavia thought to herself I had no idea she could be so..........ravishing. Ravishing? She'd never used that word to describe another individual, not even her girlfriend. She then heard an impressed whistle from said individual after she closed her locker. She spun around with a face of outrage.

"Vinyl!" she said incredulously.

"What?" Vinyl asked innocently while raising her hands.

Octavia simply narrowed her eyes at her significant other before grabbing her wrist and pulling her along. "Let's just go get lunch" she said with a huff as she made way for the lunch room.

"Yes dear" Vinyl stated half joking, half frightened as she was forcefully lead by her girlfriend.

Ten minutes later in the lunch room, everyone was eating and chatting amongst themselves, with some small mentions of a certain yellow skinned girl floating around. The Mane Six, including the visiting Twilight and Spike, were all seated together at a table, with one member missing. They themselves got caught up in the conversation of the event that transpired just minutes earlier.

"So have you guys heard about this new girl everyone's talking about?" Sunset asked the group "I think we're going to need to look out for her, she could be some new trouble." Sunset was seated next to Twilight and had a hand around her waist. During Twilight's last visit, they had grown closer, eventually leading into them becoming a couple. Making Applejack twenty dollars poorer and Rainbow Dash twenty dollars richer.

"Why would you think that dear?" Rarity asked Sunset.

"Because the last few times attractive girls came to this school out of the blue and acted the way we've been hearing, they didn't exactly have the best intentions."

"You mean the Dazzlings and you?" Twilight asked with a small smirk, making Sunset blush upon realizing that she and the Dazzlings were the only ones to enroll so suddenly in the school.

"Um, hehe, yeah" Sunset answered nervously.

"Ah wouldn't go getting too worked up about it sugar cube" AJ told Sunset after swallowing her food "New girls ain't the only ones ta use their looks like that" she then pointed her spork at Rarity "Exhibit A" then at Pinkie "Exhibit B" and finally at Rainbow "And on one occasion, Exhibit C."

"Wha?!" Rarity scoffed in outrage.

"No I haven't!" Rainbow replied while blushing furiously.

"Yup!" Pinkie replied happily.

"I have done no such thing!" Rarity defended and spun around upon hearing a chuckle from their visitor.

"No offense Rarity" Twilight began "But I know you pretty well here and in Equestria." She then pointed to the other two girls that had been singled out "Pinkie isn't too surprising and Rainbow I don't buy but definitely want to hear about, and you definitely use your looks to your advantage."

"*scoff* Name one time" Rarity demanded after crossing her arms ands turning away.

"The Diamond Dog boys and your piano" AJ gladly stated, making Rarity's eyes shoot open.

"That teenage maître d' at that booked fancy restaurant" Rainbow contributed.

"That one guy who was your boyfriend that went off to college and you tried to convince him to fail so he could stay longer" Pinkie continued "Fancy Pants I think his name was."

"That embarrassing attempt to get me to drop out of the running for princess during my first Fall Formal" Sunset finished.

"*overly dramatic gasp of disbelief*" Rarity's face was a deep shade of red as she turned to Sunset and threw a balled up napkin at her "You said you wouldn't tell!"

"You made a pass at my girlfriend to try to win Princess of the Fall Formal?" Twilight chuckled.

"I said name one time" Rarity pouted before retaliating "So Applajack, tell us about what Rainbow did." She smirked at the now alarmed Rainbow.

Damn Rainbow cursed internally Thought we could avoid that.

"Ah saw her getting all loose and flexible around Soarin on the track" Applejack informed, causing everyone to laugh and Rainbow to blush furiously.

"I was stretching after a jog around the track!" Rainbow protested.

"In your regular clothes?" AJ asked " Cept yah weren't wearin your over shirt or your skirt. And Ah believe you were wearin a shirt that was one size too small."

This only served to increase Rainbows blush. "I was not! And we were just chatting."

"Oh really?" AJ asked smugly as she pushed her chair out and stood up. She then brought her arms up and joined her hands over her head, making her breasts more prominent. "Hey Soarin?" she said in a lame Rainbow Dash impression "Do you think you could maybe leave the gym open for a bit after school?" Everyone soon started to laugh uncontrollably while Rainbow's face took on the shade of a tomato.

Applejack then broke her impression, stepped to the side, and faced the empty space she had occupied. "Oh, well, I-I don't know about that D-Dash" she said in an equally lame Soarin impression as she rubbed her arm nervously. "The coach is pretty strict about-"

Applejack returned to her Rainbow impersonation and stretched her arms back and joined her hands, presenting her breasts forward. "But I missed out on some practice time" she said as she turned her torso left and right, making her breasts sway "And I really don't like to miss out on my workouts."

Pinkie was now rolling around on the floor, holding her sides as she laughed uncontrollably. Rarity was leaning back on her chair, holding it's sides and flailing her legs as she laughed. Sunset had slammed her head on the table with tears of laughter and was banging on it with her fist while Twilight hugged her and laughed with tears as well.

"Some girlfriend you turned out to be" Rainbow pouted as she crossed her arms, her face still red.

"Aw shucks, ya know I'm just funnin' Rainbow" AJ said apologetically as she sat beside her girlfriend and put an arm around her shoulder "Besides, Ah really enjoyed the show" she said seductively and caringly at the same time as she took Rainbow's chin in her hand and turned her face towards her.

"Ha. I bet you did" Rainbow said as her blush died down and she put her forehead to AJ's. She gave AJ a quick kiss on the lips, who then followed with a passionate kiss of love.

"Oh look at that" Pinkie said as she stared dreamily after she brought herself back up after composing herself "Doesn't that make you feel good?"

"Terrific" Sunset said sarcastically as she and Twilight returned to their positions, along with Rarity and Pinkie.

"Hey, you won't believe the crazy rumor I heard about this girl" Rainbow said after she and AJ broke their kiss, getting back on track. "Some people are saying that she isn't new, she's already a student here."

"Really?" Rarity said "That's odd, maybe she's trying out a new fashion style."

"But that's not even the crazy part" Rainbow continued "The crazy part is that their saying it's-" Rainbow cut herself off as her peripheral caught the sight of the very girl they were discussing. And she could not believe her eyes. "Fluttershy?!" she exclaimed, her jaw dropping after. AJ followed her gaze and also lost the hold on her jaw upon seeing Fluttershy.

"Fluttershy?" Pinkie said with amusement "Well that is the silliest rumor I've ever heard. Shy is in her name. There's no way it's-" Pinkie turned her head in curiosity to see what AJ and Rainbow were gawking at and stopped mid-sentence, soon following their lead. Everyone else soon followed Pinkie's lead and sat with their mouths agape, like most of the cafeteria, as Fluttershy approached the table.

A few tables across, Vinyl was slumped forward, bored and picking at her food while Octavia chatted with her orchestra buddies. Octavia had decided to punish Vinyl for her earlier behavior and confiscated her headphones and her earphones. She perked up as she saw Fluttershy walking in, which also drew the attention of everyone else at the table, including Octavia.

Vinyl sat up straight and raised her glasses from the back with her finger to check out Fluttershy. Her eyes followed and she involuntarily stated "I'd like to turn her tables." Vinyl's smile went upside down and her eyes widened immediately when she realized she had spoken those words and not thought them.

Octavia scoffed, outraged as she stood up suddenly with her mouth agape and proceeded to slap Vinyl before stomping away in a fit. Vinyl recovered from the slap and began to chase after her.

"Octy! Babe wait! Don't be like that!"

"Don't touch me!" was the last anyone in the cafeteria heard of the exchange as the couple exited.

"Hi girls" Fluttershy said nonchalantly as she took a seat beside Pinkie across from AJ and Rainbow. She then saw they were all staring at her in shock. "What?" she said with a knowing smile.

"Fluttershy?" Twilight responded after a moment of silence "I-Is that you?"

"It very much is" Fluttershy responded. Her voice wasn't as soft as usual, but still soft. And they also noticed a slight sultry tone.

"Well look who's finally coming out of their shell" Rainbow said after composing herself "Looking hot Flutters"

"I'll say!" Pinkie cheerfully agreed "The guys are all drooling over you."

"Thanks" Fluttershy said with obvious fake bashfulness "I just thought I'd try a new look" she finished as she placed a leg over the other.

"Darling, you should've told me" Rarity insisted "I could've helped you arrange your new ensemble. Not that you didn't do a good job yourself" she quickly defended "But isn't it a bit.....um, provocative?"

"I agree" Twilight chimed in "I'm still not entirely on the up and up here, but I've learned enough to know that dressing like that is sort of frowned upon in schools."

"On the up and up?" Sunset said with amusement "Okay we need to bring you up to date on the lingo, and I also agree. How did you get past Principal Celestia and Vice Principal Luna in that get up?"

"Oh I knew that would be a problem" Fluttershy said "So I went to their office and...convinced them give me a pass."

"How?"

Fluttershy cocked an eyebrow "I have my ways." She then heard the sound of panting near her and looked down to see Spike looking up at her, panting happily and his tail wagging. Spike had been occupied with a rope chew toy while the girls where talking, but when Fluttershy walked in, his animal senses in this world drew his attention to her. He couldn't explain it if he wanted to, but something just drew him to her.

"Well hello Spike" Fluttershy said in a sultry sounding version of her baby talk voice after uncrossing her legs and turning to look at him. "You're still so cute as ever I see" she said as she leaned down to scratch his chin, giving him a better view of her cleavage, which increased the speed of his tail and panting. "Do you want a treat? Huh? Does zah good boy wanna treat?" Spike barked happily before unexpectedly jumping up onto her lap and placed his front paws on her torso to bark happily up at her. "Aw, you're just a little cutie aren't cha?" she said as she pet his back before producing a red meat dog treat for him to eat happily.

"Wow" Twilight said "I've never seen Spike that friendly with anyone as a dog, not even you Fluttershy."

"Um, hello?" Rarity said objectively "Oh Spike" she said in a sing song voice before reaching a hand towards him "Would you like me to give your chin a scratch? Oh!" she retracted her hand suddenly when Spike turned to growl at her, surprising everyone except Fluttershy, who merely cocked an eyebrow and smiled with interest.

"I guess he likes me more than you" Fluttershy said smugly after Spike turned back to resume his happy panting. She then gave Spike a kiss on his forehead, turning his irises into hearts before making him leap up and start to lick her face, while supporting himself on her breasts. "Down boy down" Fluttershy chuckled before placing him back on the ground and cleaning any dirt he left behind.He immediately jumped back up onto her lap and turned a few times before happily lying down, to which she just shrugged her shoulders.

"Ouch" Rainbow said under her breath.

"Hmph" Rarity huffed while crossing her arms.

"So are ya gonna go get your lunch Fluttershah?" AJ questioned, noticing that Fluttershy had sat down without a tray.

"Oh no, I brought my own" she replied before she stuck an arm into Pinkie's hair and produced a lunch box, surprising everyone, including Pinkie.

"When did you put that in there?" Pinkie asked as she stuck her own hands into her hair in search of any other objects she hadn't allowed in her hair.

Fluttershy opened the box and produced from it three apples and a bottle of cider, and that was it, slightly confusing everyone. She took a slow bite out of one of the apples with a moan of...pleasure apparently, further confusing everyone. What surprised them was seeing her eat the rest very rapidly in a matter of seconds. She then opened the bottle of cider and poured some down her throat from above her head with a smile, causing some drops to fall on her chest when she brought it back down. She giggled lightly before wiping them away with a finger and slowly licking said finger, causing Rarity to blush while forming a V with her eyebrows.

"So....what's with the apple lunch..." Rainbow began but paused when Fluttershy bit down and sucked the juice out of her next apple "...Fluttershy?"

"Oh you know" Fluttershy responded before taking a new slow bite on her last apple "When you have a craving for.....apples" she finished while looking up at Applejack with interested eyes and giving the exposed meat of her apple a slow lick. This action caused AJ to reel back slightly with V eyebrows and a hard blush.

Sunset then realized she had noticed something during the first bite.

"Hey Fluttershy, your canines seemed a bit different."

"My teeth are fine" Fluttershy said quickly and off handedly.

"No really" Sunset insisted "I think you should see a dentist, they look a little long."

"I said my teeth are fine!" Fluttershy said angrily with a grunt and slamming her fist on the table, surprising everyone. Spike sat up from his nap and began to growl at Sunset, adding to the surprise. "Sorry" Fluttershy said after regaining control "I just don't like discussing my teeth when there's nothing wrong with them. There there boy" she said while petting Spike's head "She didn't mean it. Down boy." Spike calmed down and resumed his nap while getting a disapproving look from Twilight.

"Well, that was delicious" Fluttershy said as she got up and placed Spike on the ground "I gotta get going. Lunch is about over and I've gotta get to class. See you girls later"

"Twilight!" Spike exclaimed as he jumped onto Fluttershy's empty seat, facing Twilight and Sunset "Can I go with her? Please? Please? Please?"

"I don't think so mister" Twilight said angrily "we're gonna have a talk about your behavior."

Spike gave a disappointed whine before turning to Fluttershy with a hopeful look, whining and wagging his tail in the hopes she could convince Twilight.

"Oh don't worry my little pup" Fluttershy said as she bent down to scratch his chin "We'll see each other again. now be a good boy while I'm away." Unseen to everyone else, her eyes momentarily glowed red before she gave Spike another kiss on the head and heading for the exit. Spike fell back, lying face up on the chair while panting with his tongue hanging out.

Fluttershy once again noticed everyone staring at her as she approached the open cafeteria doors and decided to cause a little more chaos. She repeated what she had done in the hall, but instead of winking, she reached her hand up and placed her lips on her palm, giving it a drawn out kiss. She tilted her head back and forth while moaning before she removed her lips. She placed her palm face up and blew, releasing a small heart with tiny batwings, which proceeded to flutter about the cafeteria, no pun intended, towards the students. All except the rest of the Mane Six looked up in awe, before a student snatched it from the air, only to be tackled by another.

"She blew it towards me!"

"Yeah right! She was looking at me!"

The heart was released from the students hand when he was tackled, allowing it to return to the air. The cafeteria erupted into an all out brawl between all the guys and a couple girls. Punches were being thrown, along with food, in the goal of obtaining the heart kiss. The Mane Six ducked under the table to avoid the food flying through the air.

"What did she just do?!" Sunset exclaimed.

"We need to get out of here!" Rarity yelled "I will not have my hair become a casualty of war with all this food flying around!"

"Follow me!" Rainbow exclaimed "This isn't the first time I've had to go through a food fight. And here, take these." Rainbow handed Rarity two thrown lunch trays to shield herself with. "Let's move!"

Rainbow lead the group away, weaving through the students, stopping to turn and go around a fallen fighter with mashed potatoes on their face. Pinkie ended up getting hit in the crossfire. "Ow!" she looked down at her chest and removed the offending food item "Who throws a perfectly good cupcake?! Honestly!"

"Hey, where's Spike?" Twilight wondered out loud.

"Give it!"

"It's mine!"

"It belongs to Trrrrixie!"

"It's mine for me and my Sweetie Drop to share!"

"Aw, you're so sweet Lyra!"

"Wait, where'd it go?!"

Everyone paused to look for the heart, the thrown food freezing in the air.

"There it is!" Colgate pointed up at the heart. She was frozen in a position that had her trying to remove Derpy's hands from her throat. Everyone bolted to reach the heart flapping high near the ceiling. A pile of students formed, each one climbing over each other to reach the McGuffin of the Cafeteria Brawl of 2015.

"I've got it! It's mine!" Roseluck exclaimed as her hand reached for the heart, only for it to disappear in a flash of purple and green.

"Arf!" Spike barked as he jumped off of Roseluck's head and grabbed the heart in his mouth. He had run up the pile to reach it. He ran down with the heart, leaving behind a very angry Roseluck.

"The dog has it!"

"After him!"

The Mane Six clung to a wall as the students ran out the door in pursuit of Spike. Unbeknownst to any of them, Fluttershy hadn't left, she was standing next to the doors on the outside, leaning against the wall and smiling humorously to herself. She cocked an eyebrow in slight surprise upon hearing that spike had grabbed her heart kiss. She removed herself and spied an open vent at ground level, and disappeared in a whoosh of smoke, going through it.

As Spike ran through the halls, he got the slightest bit ahead of the students and ran into another open grate at the behest of an alluring voice.

"Dammit! He went into the vents."

The students dissipated at the sound of the bell and when they realized they couldn't fit into the vents and when the Crusaders refused to go in.

Spike walked through the vents until he found the exit he was being lead to. Another open grate inside a small supply room with the lights off. He stepped through to meet Fluttershy whose appearance change he took no notice of. Her hair was longer and unruly, her canines were showing and were more like fangs, her skin was a little pale, her nails were longer and sharp, her eyes were glowing red, and large bat wings protruded from her back.

"Good boy Spike" She said pleasantly as she crouched down to scratch behind his ear. His tail wagged with happiness even after she stopped. He released the heart presenting it to her, allowing it to fly up a foot and stay between them.

"You can go ahead and have that Spikey Wikey, you've earned it." At her behest, Spike jumped up slightly and grabbed the heart again, proceeding to eat it whole. The wings on the heart continued to move, dragging themselves down Spike's throat. Fluttershy smiled at the display, and even more when Spike reacted slightly to his eyes momentarily glowing red.

"Now Spike" Fluttershy said as she traced a nail from behind his ear down to rest on his chin, raising his head for their eyes to meet. "Listen very carefully." Her voice was like the sweetest honey and syrup imaginable, washing over Spike's mind as she spoke.

"Do you understand Spike?" Spike simply nodded his head, wordlessly in obedience. "Good. Now give mama a kiss before you go." Spike leapt up into her hands, resting his paws on her chest, allowing him to lick her face playfully while she laughed softly. She gave him another kiss on the head after he finished and placed him back on the ground.

"We'll see about turning you human once we get your magic sister" she said as she opened the door to the room, allowing them to step out "Then we can have some real fun." Spike's tail wagged happily as he speedily walked away to find Twilight and the rest of the group. Fluttershy returned to her "normal" appearance as she stepped out and closed the door behind her.

Spike was able to find the rest of the group in the library. He shook his head before joining them, feeling the slightest bit of fatigue.

"There you are mister" Twilight said somewhat crossly as Spike approached "And where have you been?"

"I...I'm not sure" Spike said unsurely "Did lunch already end? I could've sworn we were just there."

Everyone looked at each other and then Spike questioningly. "What are you talking about?" Rainbow asked "You were there. And being all friendly with Fluttershy."

"I was?" Spike was very confused "I don't remember."

"Oh, so you don't remember growling at Twilight, Sunset and me?" Rarity asked very crossly.

"I growled at you?!" Spike exclaimed in disbelief "That can't be true! It can't be! I would never growl at you!" Spike pleaded.

"Well you did" Rarity said, still upset "And I'm still upset about it."

"But...I don't remember any of that" Spike said putting a paw to his forehead, feeling a slight bit of pain "Agh!"

"Spike!" Twilight exclaimed as she leapt forth with worry "What's wrong?!"

"I was...trying to remember...ow! but it hurts." Everyone, even Rarity looked on with worry.

"Why do you suppose that is?" rarity asked Twilight with concern.

"I don't know. Maybe he hit his head when he was being chased by those students. But it doesn't seem like it" she said as she inspected Spike's head. "Wait, what's this?" she saw a line traced from Spike's ear to his chin, hidden by his fur.

"Oh that, that's nothing" Spike said "I just scratched myself the tiniest bit too hard. But I'm fine Twilight, really."

"Spike we should take you to the vet about this headache thing" Twilight insisted.

"I don't think the vets in this world would be too much help Twilight" Sunset pointed out.

"Oh, right."

"Twilight, really I'm fine" Spike insisted "The pain's gone. I just have to not think about it. And Rarity, I'm sorry if I did growl at you, I just wasn't myself for some reason. I hope you can forgive me.

"Hm...." Rarity pondered "Oh I can't stay mad at you" she said as she bent down to scratch his chin, which he enjoyed, but for some reason it wasn't as good as he usually perceived it. "But I think we will have to have a chat with Fluttershy about how she's acting" she said as she picked up Spike.

"I'll say" Rainbow said "She's super off today. I've never seen her like this, and we've been friends since pre-school."

"Oh that reminds me" Spike said after they all stood up. He had felt a slight pinch in his head "I ran into Fluttershy. AJ, she said she wants to talk about something important and to meet her in the that closed classroom. Room 237."

"Great" Sunset said "We'll head over now and-"

"She said only Applejack" Spike interrupted.

"Just me?" AJ questioned "Why only me?"

"I don't know" Spike continued "She just said only you and that it was really important. In fact she said to head over once I told you."

"Huh, that's odd" AJ said.

"You go on ahead AJ" Twilight said "I'm sure you can talk to her about this. you are the Element of Honesty after all."

"Alright then" AJ agreed as they exited the library "Hopefully I can convince her to talk to all of us about this."

"Good luck babe" Rainbow said as AJ went a separate way to Room 237. Rainbow however stayed behind and grabbed Applejack's wrist to tell her something. "Hey, seriously. Please do your best work, I really want to talk to her about this. I've looked out for her since pre-school, and with the way she's dressed and acting, the guys are gonna be going for her like flies to a bug zapper" she said unknowingly using a slightly accurate comparison "I know she's practically an adult but she's always been innocent, and now she's acting all like....that. And yeah, good for her for being more promiscuous but this is way too much. Please get her to talk to us."

Applejack blinked back tears as she looked at her girlfriend "Of course Sugarcube. And that's mighty honorable of ya. I know I'd ask you to do the same if it were Apple Bloom."

"Thanks Jackie" Rainbow said as they held each other in their arms, looking at each other with their foreheads pressed together.

"I told ya not to call me that" AJ said with a small smile.

"You don't complain when you hear it in the bedroom" Rainbow said smugly.

"Because that's where it's supposed to be said" AJ retorted.

"Well" Rainbow continued "If you get Fluttershy to talk to us, you might just hear more of it tonight" she finished with a simple but lustful lip kiss. When she broke away, AJ's face was blank and blushing. It soon ended when she retaliated with a passionate kiss of her own, which Rainbow gladly accepted and returned. Applejack parted Rainbow's lips, allowing her access and wrapped her tongue around Rainbows. The couple massaged each others tongues generously for two minutes before reluctantly breaking away.

"Ah can't wait" AJ said as she stared into Rainbow's eyes before breaking free of Rainbow's arms and turned around to head for Room 237. She then felt a smack on her behind as she walked away, she turned back to see Rainbow wink at her. She smiled flirtatiously in return before walking away.

In the lightless Room 237, Flutterbat opened her eyes while she hung upside down from the ceiling, wrapped in her wings. She smiled to herself as she sent out a silent message to her helpful canine. Excellent job my little Spikey Wikey. And AJ's already fired up beforehand. This'll make her conversion easier. She darted her eyes to the left (right technically) in the direction of where AJ was coming. Then she brought her eyes back looking straight.

"Dazzlings got nothing on me."

Author's Note

My first clop with surprisingly more plot than I intended. And a first chapter longer than I intended. It kinda just rolled off my mind.

If you follow, don't expect more chapters just as long, because even I don't know if they'll be as long.

Comments, advice, and critiques appreciated.

~Applejack~

Flutterbat unwrapped herself from her wings as she hung upside down from the ceiling of Room 237. She began to walk on the ceiling towards the center. When she reached it, she kissed both of her palms and blew, releasing two of her bat winged hearts. They proceeded to fly around the dark classroom, releasing an invisible mist, coating the floor. She smiled to herself as her babies flew about and thought to herself This will definitely help.

"Hello?" Applejack called out as she peeked her head in through the doorway of room 237 "Anybody here?" She stepped in an closed the door behind her. She then realized how dark it really was, the room only having a faint glow of light from the blinded windows. The way the room was positioned allowed only the sunlight reflecting off the ground outside to seep in through the thin spaces. "Fluttershy? Spike said ya wanted me ta come here ta talk 'bout somethin important."

Applejack didn't realize she had just passed under the girl she was looking for, who was clinging to the ceiling and watching her very intently. Sweet, delicious, apples. Behind the cowgirl, Flutterbat slowly floated down from the ceiling, next to the door. She then reached behind her and locked the door with a key she had swiped, which she then hid in her hair.

"Yes Applejack" Fluttershy said causing AJ to spin around in surprise "Something very important."

"Oh, there ya are Shah" AJ panted slightly with a hand to her chest.

"Did I scare you?" Fluttershy asked amusingly, her eyes and other portions of her body made visible by the light from the windows. She smiled to herself as she noticed that the mist that was only visible to her was rising up and entering the unknowing cowgirl's nostrils.

"Oh no, ya jus' startled me was all" AJ clarified as she composed herself "So what did ya need to talk about?"

"Well" Fluttershy began "I wanted to ask you what you thought of my new look" she finished by placing her hands on her hips and leaning slightly.

It's pretty dang hot AJ thought to herself. "Well, I think it looks pretty good on ya. Who are ya tryin ta impress in that get up anyway?" having meant it as a joke, she didn't expect a serious response.

Fluttershy walked a little closer to Applejack, leaving five feet between them before responding. "You."

Applejack's eyes shot open, caught completely off guard by the response. Me? "Beg pardon?" As Fluttershy had moved closer, the stripes of light from the windows rolled over her body, momentarily giving AJ a quick, clear view of her cleavage.

"I've been watching you AJ" Fluttershy continued "And I've been liking what I see."

Her voice is so sweet and soft, wait what?! Applejack blinked rapidly upon hearing her own thought Where did that come from?! "W-w-what uh...what are ya...talkin about Flutters?" she asked nervously.

"Your hair in that ponytail with that Stetson" Fluttershy said in a sultry voice as she slowly stepped closer "It gives you that beautiful rustic look." AJ slowly and nervously backed away in sync with Fluttershy's advancing steps as she began to blush. "The way your boots give you a classic country look while also complimenting your legs."

Her breasts look amazing in that whatever ya call it STOP IT! AJ tried to suppress her out of nowhere thoughts Ya shouldn't be thinking like this!

"Oh those legs" Flutteshy continued "I've seen you use them lately. After Twilight told you how you harvest apples in the other world. The way the sunlight glistens off them when you strike an apple tree."

You're legs ain't too bad eith- NO!

"And when you're working really hard and take off your shirt, wearing a white wife beater underneath. How it shows off your beautiful breasts glistening with sweat. And then there's a breeze that blows your beautiful hair and brings two things to attention."

Applejack was blushing and sweating profusely when she was stopped by a desk. Fluttershy had maneuvered her to it without her knowledge. She placed her hands on it and wanted to get on top to go over, but for some reason, she couldn't.

"F-Fluttershah" she said as said girl stopped six inches from her "Y-You shouldn't be sayin those things. I'm with Rainbow Dash, you know that better than anyone. You convinced her ta ask me out!" AJ's nervousness was increased by the fact that what Fluttershy had said brought a warmth between her legs.

"I know" Fluttershy said with an amused smile "And I don't care. I like you, and I want you." Fluttershy slowly placed her right hand on Applejack's cheek, while also extending her nails. She lightly flicked AJ's ear with her nail as she stared into her eyes.

Ah never knew mah ears could be a sweet spot...N-no...stop this. "Bu-but Fluttershy...what if Rainbow-"

"Sh" Fluttershy said as he placed a thumb on AJ's lips "She doesn't have to find out" Fluttershy slowly traced her thumb over AJ's lips "And if she does" she said as she inched her face closer to AJ's "We could always invite her to join."

Applejack's eyes shot open as Fluttershy gently planted her lips on hers while closing her eyes and moaning with pleasure. "Mm" The thumb on her lips had been like a freeze button for AJ's body.

Fluttershah's kissin me....Fluttershah's kissin me! AJ stood frozen with her eyes still wide as one of her best friends continued to kiss her This can't be happening! I've gotta stop this. I'm with Rainbow. Push her off! Applejacks body failed to comply with her thoughts Push her off consarn it! Push her...off...her lips taste like apple butter.

Fluttershy removed her hand from Applejack's cheek and placed both her hands on Applejack's hips. She then parted AJ's lips and slipped her tongue in, shutting off the cowgirls' rational thought. Applejack's eyes rolled into the back of her head as Fluttershy massaged her tongue, and she closed her eyes before wrapping her arms around the girls neck, fully embracing the kiss and reciprocating the tongue work.

Fluttershy chuckled amorously as the cowgirl conceded. The two continued to massage each other's tongues for three minutes before Fluttershy picked up Applejack by her waist and seated her on the table she had been blocked by. Fluttershy never broke the kiss the entire time, even as she climbed up onto the table herself and pressed forward, forcing Applejack to lean until she was lying on her back.

Fluttershy placed her legs on either side of Applejack, straddling her hips, placed her hands on either side of her head, and pressed their bodies together, slowly moving up and down, causing her breasts to brush against AJ's. AJ was lost in erotic bliss as her hand moved from Fluttershy's neck to her back, brushing over it momentarily before reaching down to cup her firm behind. Fluttershy released an interested "Mm" as AJ's hands massaged her ass.

She then sat herself on the cowgirls lap and broke the kiss, moving to her neck instead. The cowgirl would've protested but the neck kissing was just as good. Now that she was laying on top, Fluttershy moved her hands to Applejacks chest, and slowly unbuttoned her shirt, her mouth following from AJ's neck. Once the shirt was unbuttoned, Fluttershy brought herself up and opened the shirt to see Applejack's breasts, mostly concealed by a white bra.

I didn't peg her for white Fluttershy thought. She then lowered herself back down to kiss Applejack's cleavage, causing her to pant heavily. She then ran her hands down the side of Applejack's torso, who arched her back to allow her bra to be unhooked. Fluttershy threw away the bra before taking one of Applejack's nipples in her mouth, swirling her tongue around it while using her thumb to play with the other. Applejack then unlaced Fluttershy's corset, releasing her breasts, which she gladly took in her hands.

Applejack's breaths became heavier and her heart rate increased. Said heart beat was like music to Fluttershy's ears. She released AJ's breast and began to slowly climb down from the table, while also pulling down Applejack's denim skirt.

"Now" Fluttershy said as AJ looked up at her "I'm thirsty for some...apple juice" AJ smiled widely and laid back down in anticipation. After Fluttershy pulled down her skirt completely, AJ attempted to take off her cowgirl boots, only for Fluttershy to grab one to stop her. "The boots stay on" she said happily aggressive "And so does the hat."

Fluttershy brought herself up to pull down AJ's boxer briefs, which were soaked. Now those I expected. She could feel the heat radiating off of AJ as she approached and breathed in her scent. She then began to kiss AJ's thighs and running her hand over them, getting closer and closer, purposefully teasing her.

AJ was getting impatient as she ran a hand over her chest while gripping the edge of the table. "Darn it Fluttershah...stop teasin me an Ah!" but she was cut off as Fluttershy's tongue entered her and began to repeat it's earlier treatment. Fluttershy held onto Applejack's hips as she pleasured her, enjoying the sweet taste. It wasn't long before Applejack reached her limit. "Fluttershah...Ah'm gonna...Ah'm gonna...Sweet Aaaaaapleoosa!" Applejack exclaimed as she orgasmed, her juices flooding into Fluttershy's waiting mouth. She gladly drank and lapped up what her victim had released.

Fluttershy used her finger to clean away what had escaped her and licked it all up as AJ panted from the release. She raised herself up and climbed back onto the table, once again straddling AJ and laying on top of her as she laughed amorously. "Sweet, delicious, apples" she said as she traced a long fingernail down to AJ's chin before placing her lips on AJ's again. Applejack gladly complied and was lost in heavenly bliss as she tasted her own juices while massaging Fluttershy's tongue.

Fluttershy had been holding herself back, but now AJ's heartbeat was just too beckoning. She broke the kiss, which the cowgirl was too lightheaded to really notice, brought herself up and began to hump AJ's body. She took deep breaths that became hisses as her canines began to grow. Her wings sprouted to attention at the last hiss, and she quickly shot down to latch onto AJ's neck. The cowgirl gasped in surprise, but took the gesture as another nuzzling and kissing of her neck, as it was essentially the same, and held onto Flutterbat as she fed. Even if they hadn't done what they just did, it still would've felt pleasurable.

Flutterbat removed herself just at the border of the girls death and punctured her own neck slightly with her thumbnail. She leaned forward and held her hair out of the way, allowing a drop of blood to fall into the cowgirl's open mouth. Applejack gladly licked away the following drops and raised herself up.

"Now" Flutterbat said "Drink. And become...eternal." Applejack shot forward and latched onto Flutterbat's neck, drinking her blood with gusto. Flutterbat smiled and laughed amorously as she held onto her new servant. Once she sensed the job was finished, she pushed Applejack back down, causing her to slam into the table. She climbed off the cowgirl and replaced her corset while happily watching the girl convulse. When the convulsions stopped and the cowgirl lay still, her hair became shinier, her skin the slightest bit pale but radiant, the small wounds on her neck healed, and her canines grew into fine points like her master's. Her eyes shot open with a quick flash of red before returning to their natural green.

Applejack sat up and looked to her vampire mother. "Ah want some more."

Flutterbat smiled with triumph and with love to her servant. "And you'll get more" she assured her "But first, I need you to do something for me."

"Do you understand Applejack?" Fluttershy asked as she caressed her servant's cheek.

"Yes mah queen, I understand" Applejack nodded in compliance.

"Good. Now give mama a kiss before you go." AJ complied as they once again embraced each other in a heated kiss, massaging each other's tongues. Once they broke away, Applejack headed for the door and opened it. "And when you get back" Fluttershy said, stopping the cowgirl before she could exit "I'll probably be thirsty for some apple juice again."

Applejack smiled flirtatiously in response before exiting. Thankfully for her, she could go in direct sunlight for the remainder of the day. Then she would need clothing to cover herself like her master's hoodie and sunglasses.

Applejack rejoined the rest of the Mane Six and informed them that Fluttershy was more than willing to talk, but preferred to do it one at a time, and that she wanted to speak to Rainbow next. While skeptical at first, they conceded when they considered that her talkative side could still be very shy.

Later that night at Rainbow Dash's house, where AJ had moved in, Rainbow was laying in her bed, happy that she was going to talk to Fluttershy. She was in her pajama pants and her t-shirt, waiting for Applejack to fall asleep together.

"Hey" she called down the hall to her girlfriend "Thank you so much AJ, for getting Fluttershy to talk to us. Even if it is one at a time."

"No problem Sugarcube" AJ called back from the bathroom as she freshened up "It was the least I could do."

"No, it was much more than that" Rainbow replied "And...I do still remember our agreement about it" she called back in a sing song voice.

"Good" AJ said as she approached the doorway of Rainbow's room "Ah was hopin ya did" she replied in a sultry tone as she stepped into the doorway. Rainbow's jaw dropped as she saw her girlfriend, who was striking a pose like the one she'd seen Fluttershy do when she entered Room 237. She was wearing a black push up bra, her Stetson, her boots, and a pair of Rainbow's black sports shorts. With nothing underneath.

Applejack gave a light amorous chuckle as she saw her girlfriend stare at her. "Like whatcha see?" she said with a smile, the tips of her canines slightly showing.

"Why don't you come over here and find out? Jackie" she replied with a mischievous grin. Applejack slowly approached her girlfriends bed after closing the bedroom door behind her.

At Fluttershy's house, Flutterbat hung upside down, wrapped in her wings again. Her eyes opened, and she smiled as she sent out a silent message to her servant. That's a good girl Jackie. But don't feed on her yet. Mama needs hers first. Then you can have her.

Author's Note

Next time: "I want to taste the Rainbow"

I said don't expect it to be as long as the last.