Author's Note

We love to see that you have enjoyed this story. So we've given you a little thank you present this chapter.

You are in for such a treat. Enjoy.

Bitch I Eat People!

A pair of black, leather boots crunched down onto the grass atop a hill on the outskirts of Ponyville. Their owner, a rather tall, white haired woman with violet tipped bangs, adjusted her sunglasses, revealing briefly a pair of slit-pupiled golden eyes.

“So… this is where you left to, Dash… Doesn’t look like a very cool place though…” the griffon ruffled her wings and adjusted her leather jacket, slinging her duffel bag to her shoulders and walking down the hill towards the main road.

“So vhat brings you to Ponyville, fraulein?” a voice asked from behind the rather muscled woman. The sound of an apple being bitten into then entered her ears.

Gilda whirled around, facing the stranger in surprise, “Who the hell’re you!?”

Schrodinger’s smirk was briefly covered by him taking another bite of his apple. “So rude. Give your own name first, fraulein.”

Gilda smirked and jabbed a fingerless-glove covered thumb at her chest, “I’m Gilda. Strongest flier in eight cities and all around badass. And you are?”

“Schrodinger,” he said while tossing the apple core away. “Zhe self-observing cat zhat is everyvhere and novhere.”

“..... I’m not even gonna ask how the fuck that’s supposed to work,” Gilda muttered, dismissing Schrodinger and turning back to the main road. Hopefully, she’d be able to find Rainbow Dash somewhere in town before sundown.

“So who are you looking for?” Schrodinger asked from his perch on Gilda’s shoulder, a hot dog clutched in his hand.

Gilda pushed Schrodinger off, “Gah! What the fuck!? How’d you get on my shoulder!?”

Scrodinger’s smirking face came down into her field of view from on top of her head. “As I said. I am everyvhere and novhere.”

Gilda scowled, “What the hell does that even mean!?” She pushed Schrodinger’s face away, finally making her way to the main road and following it.

“Exactly vhat it sounds like, Gilda,” Schrodinger said, munching on his hot dog as he rode on her duffel bag. “If I sink I am somevhere, I am zhere.”

“..... How the fuck does that even make sense!?” Gilda cried, massaging her temples from sheer confusion and ignoring the looks the townspeople gave her.

Schrodinger appeared in his normal size and leaned on Gilda a bit. “It makes perfect sense, no? Twilight and Trixie get it. Maybe you’re just a little slow in zhe head.” He munched on a cupcake as he walked with her, the townspeople realizing Schrodinger was up to his usual trolling of newcomers to Ponyville.

Roseluck, feeling sorry for the newcomer, strolled up to Gilda and smiled apologetically, “Sorry about Schrodinger, ma’am, he does this to… everyone, really. He’s kind of an asshole, to be honest.”

Gilda sighed, “Seriously? Why the hell is he even here then?”

“He came in with the Princess’s protege and that asshole vampire that came with her,” Roseluck explained, shrugging and turning back to her rose garden. “Anyway, just a heads up. I won’t stop you any longer.”

Gilda nodded, asking, “Right… by the way, do you know where Rainbow Dash is? I’m an old friend of hers.”

“Knowing her, she’s off vith Alucard and zhe girls,” Schrodinger said as he finished his cupcake. “Alucard’s first meeting vith her vas funny to vatch.”

“Who’s this Alucard guy?” Gilda asked, brow quirking up in annoyance, “... And where the hell would ‘with the girls’ be?”

Schrodinger smirked as he stepped away from Gilda. “Vell, I don’t know about zhe girls, but Alucard… He should be here in drei… zwei… ein.” A pair of gloved hands grabbed Gilda’s breasts from behind and squeezed them.

“WHAT THE FUCKING FUCK!?” Gilda shouted in surprise, instantly flickering from annoyance to rage and judo flipping the offending person over her shoulder and elbow dropping them in the groin before standing and piledriving them into the dirt headfirst.

Alucard’s pleasured moans filled the air. “Ah… Houston. We have nooo problems.” He slowly got to his feet as his broken neck snapped back into place. Once on his feet, he grinned at Gilda. “Not a bad rack for an aerial, but you can’t even hold a candle to Fluttershy.”

Gilda blinked in surprise, “Fluttershy? The little skinny squirt that used to get bullied in flight school? That Fluttershy? She got a rack!?” The last word was screamed out in utter shock as Fluttershy herself came into the scene and Gilda caught a good look at the…

“Oh that is so not cool!” Gilda snapped, grabbing Fluttershy by the shoulders and shaking her, “Dammit Flutters! You’re an aerial! WE’RE NOT SUPPOSED TO HAVE THOSE FUCKING COW UDDERS YOU LITTLE SQUIRT!”

Fluttershy gently removed Gilda’s hands from her shoulders. “Now, Gilda. You know I’ve never been a particularly strong flier. And I can’t help how large my breasts are.”

“37MMM, by the way,” Alucard pointed out. “Checked that myself when I met her. Sorry bout that, Shy.”

“It’s okay, Alucard. I’ve already forgiven you,” Fluttershy said.

Gilda whistled, “37MMM? That has to be setting a world size record. Not even the Princess is that big… Or at least, she doesn’t look that big. I dunno, never seen her up close.”

“Oh Shy is far better endowed than Tia,” Alucard said. “I’ve squeezed those godly tits plenty of times over the years.”

“You’ve squeezed the Princess’s tits… and survived? How the hell did you manage that!?” Gilda’s shocked expression only grew, along with the headache that came from being around people like Schrodinger.

“Because I’m a fuckmothering vampire,” Alucard said with pride. “I killed a lot of people to get this title!”

“.....” Gilda looked at Alucard, feeling another headache coming on, “Okay, fuck it, I don’t care anymore. Flutters, you know where Dash is? I haven’t seen her in forever and I wanna catch up.”

“I think she went with Twilight to the hospital,” Fluttershy said. “Something about restocking on blood pouches.”

Alucard sighed. “I told her she was getting addicted, but did she listen? Noooo.”

“.... Five minutes in this town and I already think it’s crazy…” Gilda muttered. “Anyway, Flutters, mind leading me to the hospital? I wanna talk to Dash before I drop my shit off for the night.” Gilda began looking around, trying to guess at which way either an inn or the hospital was.

“You could stay with me while you’re in town, Gilda,” Fluttershy offered with a smile. “I have an extra room.”

Gilda smiled and shook her head good naturedly, “You always were all too nice, Flutters. I’d love to stay at your place. Though, you don’t have any poison oak around your house do you? I have a really nasty reaction to that shit.”

“No. None at all. I make sure to keep poisonous plants away from my cottage,” Fluttershy said. “They could make the animals or even a person sick.”

Gilda paused, “... Animals?” She shuddered, “Oh gods… I’m not good with animals…”

“They’re very well behaved, Gilda,” Fluttershy assured her. “Although Angel Bunny can be kind of a brat sometimes.”

Gilda shrugged, “If you say so, Flutters. So… where’s the hospital?”

“I’ll take you there,” Fluttershy said, gesturing for Gilda to follow her. “So how have you been? Do you still live in Cloudsdale, or did you go back to Griffonstone?”

Gilda grimaced, “Eugh, don’t talk about Griffonstone, please. But yeah, I live in Cloudsdale. S’why I headed over here now; Cloudsdale’s only a couple hours away from here for the next week or so.” She followed Fluttershy, occasionally sneaking jealous glances down at Fluttershy’s generous assets.

Fluttershy took notice and blushed. “Stop it, Gilda. You’re embarrassing me. I get enough stares from men.” She smiled a bit. “Rarity thinks I should be more assertive and use them to my advantage.”

“Tch, with a rack like that, you could get the entire goddamn nation to follow your orders, Squirt.” Gilda playfully slapped Fluttershy on the shoulder, taking care not to harm her fragile childhood friend.

Fluttershy blushed. “Oh you’re just saying that, Gilda. I’m nothing special. Just a small town animal caretaker and vet.”

Gilda deadpanned, “Flutters, I’ve been halfway around the nation by this point. I know men. And a rack like yours would control just about every single one of them.” Gilda reached out and squeezed one of Fluttershy’s breasts for emphasis.

“EEK!” FLuttershy squeaked as her mound was squeezed. “Um… Please let go, Gilda. The last person that squeezed them like that was Alucard. When he first met me.” She smiled a bit at the memory despite the first impression. “I’ll be honest, I thought he was going to rape me right then and there. But when I started tearing up, he genuinely apologized to me.”

“Oh, uh, sorry, Flu-Gah!” Gilda was interrupted by a rainbow blur slamming into her at high speeds, the griffon instinctively curling up around the blur in a familiar manner as both griffon and aerial rolled across the ground, laughing madly from the nostalgia.

“Gilda! What the hell are you doing here you sour old eagle?” Rainbow punched the slightly older woman in the arm, laughing the whole time. Gilda growled and tackled Rainbow back to the ground, giving the shorter and flatter aerial an absolutely devastating noogie.

“Old!? I’ll show you old you little flat-chested brat!” Still, Gilda couldn’t keep the smile from her face as she delivered her punishment to Rainbow’s skull.

Rainbow thrashed around, still laughing madly, “Dammit Gilda! St-stahaaahp! Gah! That hurts! Oww!”

“Not until you say uncle!”

“Friend of yours, Rainbow Dash?” Twilight asked as she walked up to them, a transfusion pack clutched in her hand with a straw stuck in it, allowing her to leisurely drink its contents.

Gilda stood and released Rainbow, cockily pointing a finger at Twilight, “That’s right! I’m Rainbow Dash’s childhood friend, all the way back from flight school!”

Twilight smiled, a small bit of blood staining her teeth and her fangs standing out a bit. “Nice to meet you. I’m Twilight Sparkle. And you are?”

“... Holy shit you do drink blood,” Gilda muttered before shaking her head, “Anyway, I’m Gilda.”

Twilight giggled. “Yeah. Newcomers are always squicked out by my favorite drink. It’s all Alucard’s fault, really. I still love him though.”

“The fuck are you, a vampire?” Gilda asked, unconsciously stepping back.

Twilight laughed for a few seconds. “No. I just like drinking blood. But Alucard could have turned me at one time. Unfortunately he forgot that I would need to be a virgin, and only remembered that the morning after he first fucked my brains out.”

“.....” Gilda stared dubiously at Alucard, who grinned and waved back, “.... That good, huh? Sorry if I find that… hard to believe.”

“You’ll get used to it,” Twilight said. “Alucard’s not the only undead around here. There’s also my son Spike. He’s a dracolich. And my assistant librarian is an amputee.”

“How are you feeling, Twilight?” Fluttershy asked in concern for her friend.

“Much better. Thank you for asking, Fluttershy,” Twilight answered before drinking up some more blood.

Gilda stared at Fluttershy’s breasts, once again distracted by just how large they were. “Okay, seriously, show of hands here… who thinks that Flutters’ boobs could be used to take over all of Equestria if she showed a little skin and maybe jumped up and down a few times?” She raised her hand in the air, looking around at the circle of Fluttershy’s and Rainbow’s friends. Twilight, Dash, Alucard, and Schrodinger all raised their hands in unison.

Fluttershy blushed and shrunk into herself, “O-oh, m-my… th-that’s not true…”

Gilda snorted, walked over to Fluttershy, and ripped open the shorter girl’s blouse, exposing a massive V-line of cleavage and ignoring Fluttershy's yelp of shock. As Fluttershy struggled to cover herself up, Gilda dragged the stuttering pinkette over to a stall and pushed Fluttershy forward, “Try it, Squirt. Try and buy a basket of cherries.”

Fluttershy blushed as she looked at the shopkeeper, very much aware that his eyes were on her cleavage. “Um, h-hello. I-I’d like to buy a basket of cherries please.” Her arms were unconsciously lifting her mounds and making it seem like they could flood out of her blouse at any moment.

The man at the counter looked down on accident, blushed, and handed Fluttershy a basket at least twice as full as a normal basket, grinning goofily the whole time. “S-sure, ma’am! On the house!”

Fluttershy smiled as she took the basket. “T-Thank you. That’s very sweet.” Her breasts bounced a bit as she turned and walked back to her friends.

“That guy is positively throbbing, Flutters,” Alucard commented with a grin and thumbs up. “And he just took a break to go masturbate.”

Fluttershy darkly blushed at the thought that a man was having a fantasy about her at that very moment.

Gilda snorted in disgust, “Would not be surprised if he was.” She hefted her bag and looked up at the setting sun, “Wow… is it sunset already? Damn, must have flown longer than I thought I did.”

“Shall we get you settled in, Gilda?” Fluttershy asked, clutching the cherry basket to her chest.

Gilda nodded, “Yeah, thanks Flutters.” She walked over to Rainbow and hugged the smaller girl, “It’s been way too long, Dash. So happy to see you again… We’ll have to catch up tomorrow, yeah?”

Rainbow hugged Gilda back, “Yeah. Night G.”

Gilda hung on for slightly longer than necessary before pulling away, slightly disappointed that she couldn’t hang on longer, and turned to follow Fluttershy. She slung her duffel bag over her shoulder, rolling them and fluttering her wings as she walked.

“So… where is your house anyway, Flutters?” Gilda asked, arms now folded behind her head.

“On the edge of the Everfree Forest,” Fluttershy answered. “And, Gilda? Did you really have to rip my blouse?”

“....Yes. Your tits are fantastic and you should flaunt what you got.”

The next morning, Gilda was woken by the sound of animals as they chittered and squawked and generally woke up to the sunrise. Groggy and still half asleep, she dragged herself from the bed Fluttershy had given her and poked her head from the room, looking around at the animal filled cottage.

Fluttershy sat surrounded by the animals, looking for all the world like a fairytale princess… were it not for the extremely loose, butter-yellow robe draped over her and barely covering the sheer camisole that apparently was to serve as nightwear for the pink haired aerial.

“God… damn…” Gilda whispered, staring unabashedly at Fluttershy, and blushing furiously. Already, Gilda felt an uncomfortable tightness in her lower abdomen, prompting her to retreat back into her temporary room as she heaved a few calming breaths.

“I swear, if I wasn’t holding out for that absolute perfection of a girl Rainbow I’d fuck the pink right out of her hair,” Gilda half whispered, half moaned, barely holding off from masturbating right then and there.

A knock came at Gilda’s door. “Gilda? Are you awake?” Fluttershy asked.

Gilda jumped and fell over, cursing the whole time, “Gah! Fuck! Agh! Now I am! Ow ow ow! My fucking leg!”

Fluttershy rushed in and knelt down beside her. “Are you alright, Gilda?!” She looked over her old friend’s leg in concern. “What happened?”

Gilda groaned, shifting a little to hide the growing wetness in her pajama shorts, “Gahhh… just fell out of bed… I’ve had worse…”

“Are you sure?” Fluttershy asked, her huge rack practically fully in view as she kept checking her over.

Gilda blushed furiously at the sight of Fluttershy’s massive knockers hanging right in front of her face, “Y-yes! I’m fine! I-uh… I need a shower!” Still, she didn’t move, musing that if she acted quickly, she could probably sneak in a quick kiss or grope or two to those absolutely heavenly breasts.

Fluttershy nodded as she stood back. “Alright. The bathroom’s just down the hall on the left. Try not to use all the hot water,” she teased with a giggle, not realizing that her guest was going to be taking a very cold shower.

Gilda immediately raced off, not even bothering to grab any extra clothes as she made her sprint to the bathroom and into an absolutely frigid shower. Fluttershy was left staring at the tiny puddle left behind when Gilda left, wondering at just what had happened.

Fluttershy then realized that Gilda, in her rush, had forgotten a fresh change of clothes. Unzipping Gilda’s duffel bag, she looked through it for some clothes to take to her friend. Inside, she found a small blue journal embroidered with Rainbow Dash’s cutie mark and, strangely enough… lots of tiny pink hearts?

“O-oh my… something tells me I shouldn’t look at this…” Fluttershy muttered quietly, setting the book back down in Gilda’s bag. Getting a change of clothes for her guest, Fluttershy took them to the bathroom and knocked. “Gilda? I got you some clothes.”

The shower turned off, the sound of a towel being vigorously rubbed against skin filtering through the door a second later. After a minute, Gilda poked her head from the bathroom, taking the clothes and retreating back inside with a muttered, “Thanks, Squirt.”

“You’re welcome, Gilda,” Fluttershy answered before returning to her bedroom and getting some clothes for her own shower, coming back as Gilda was exiting the bathroom. The way she held her clothes was lifting her chest very noticeably, and she had no idea what she was doing to her guest.

Gilda cursed under her breath, slipping around Fluttershy and walking back to her room with a quick, “Shower’s free,” directed at Fluttershy. Gilda knew she couldn’t take another cold shower… but she could take care of some frustration…

An absolutely horrible, nasty, and all too pleasurably enticing idea came to Gilda as she slipped from the room’s window and circled around the cottage, flying up and peeking through the barely opened bathroom blinds.

“Score…” Gilda whispered, her hands already diving down to her pants and removing them and her panties.

After shutting the door and setting her clothes on the counter by the sink, Fluttershy slipped her robe off and hung it from the hook on the door. Unknowingly turning to where she had her front visible to Gilda, she turned the water on and slipped her camisole off while waiting on the hot water. Leaving her body fully exposed to her secret voyeur.

A trickle of blood ran down Gilda’s nose as she masturbated furiously to the sight of Fluttershy’s naked body, one finger jammed between her teeth to stifle the little moans and whimpers that came from her throat.

“Oh gods… if I’d known that Fluttershy would get this sexy…”

Fluttershy stepped into the shower, not even bothering to close the curtain since she never considered that someone might spy on her. It was really just a courtesy for guests. Sticking her wings out, she lathered up some body wash and started carefully cleaning the feathery appendages while also preening them.

“Ffffffffffffffffff…. Is everything Flutters does fucking sexy these days!?” Gilda screamed in her mind, her juices flowing down her thighs in absolute rivers.

She couldn’t help herself; she removed the hand from her mouth and began fondling herself, lost in the fantasies of just what she would do to Fluttershy’s absolutely divine body.

Once she was satisfied that her wings were clean and preened, Fluttershy started on the rest of her body, lathering up some shampoo and starting to rub it into her flowing pink locks. Her hips swayed as she softly sung a little song.

“Oh gods oh gods oh gods…” Gilda fingered herself furiously, squeezing her breasts and pinching her nipples. She was close, she could tell. But oh gods those tits.

With a hissed wail of ecstasy, Gilda came, squirting out into the open air and sinking back to the ground, huffing and blushing up a storm. Then, after just a few seconds of basking in the afterglow, she slapped herself as hard as she could, whispering aggressively, “Dammit Gilda! Get a hold of yourself! Dammit dammit dammit you just masturbated to your old childhood friend! Your very… sexy… childhood friend… dammit brain!”

Without even noticing, she had already re-ascended back up to the height of the window, the familiar aching in her loins already present.

“.... Just one more time, I swear…”

And she looked back into the bathroom.

She was just in time to see Fluttershy lean her head back to rinse her hair, letting her breasts jut out noticeably. Once her hair was rinsed, she lathered up more body wash and grabbed a loofah, scrubbing her body while one hand idly rubbed the body wash over her breasts, the light glinting off the water and drawing a lot of attention to her erect nipples, which were a slightly darker shade of pink than her hair and had decent sized areolae.

“..... I’m going to be in my room for the rest of the day, just from this one moment, I swear,” Gilda thought to herself, once again rubbing furiously. Her legs, already dripping with her juices, became slick once more, the rivers of gushing fluid dripping from Gilda’s crotch and forming a massive puddle of almost steaming liquid below her.

Fluttershy finished cleaning her front and stepped under the water, letting it wash streams of suds down her curves before stepping out from under it and using a long handled scrub brush to wash her back as her other hand started scrubbing her thighs with the loofah.

Gilda almost came again, eyeing the droplets of water streaming down Fluttershy’s form with abject jealousy. By now, Gilda’s face was a bright, glowing red, matching the state of her pussy.

Her fingers found her clit, rubbing the little nub a bit harder with each unintentionally erotic motion that Fluttershy made.

After what seemed like an eternity, Fluttershy rinsed her lower body and then stood under the water, lifting her left hand to one of her breasts and letting the other fall between her legs. Her last morning ritual before she could stand to go out and possibly encounter a certain someone. She let out cute little moans as she began.

“Oh fuck she isn’t…. oh fuck she is!” Gilda began working herself even harder, her previous state of arousal soaring to absolutely astronomical levels at the sight of Fluttershy masturbating in the shower.

“Oh gods… this is probably the best day of my life!”

Fluttershy moaned louder and pinched her nipple as her fingers worked her insides, her thumb rubbing her clit. With her eyes closed, she could so easily imagine him with her and making her feel like she was on cloud nine. She couldn’t stop thinking about him. “Those eyes… Those hands… Those muscles…” She gasped as some of her juices squirted out, keeping her eyes tightly shut as she kept up her fantasy. “That tongue… That perversion and devotion… That scent...” She couldn’t take it anymore. The floodgates opened as a final moan tore from her throat. “Alucard!!!”

“.... What.” Gilda’s mind blanked out even as her fingers worked on autopilot, sparing her just a second before her second orgasm ripped through her, sending her back to the ground and onto her knees with whispered gasps and moans. By now, she had created a rather sizable puddle on the ground, and it was all she could do to keep her suddenly limp body from falling into it.

After just a bare few moments, she stood shakily, pulled her pants back on, and teetered back into her room. There was only one thought racing through her mind.

“Flutters… is attracted to…. ALUCARD!?”

Fluttershy hummed and smiled cheerfully as she set the last of breakfast on the kitchen table. “Gilda! Breakfast is ready!” she called.

Gilda wandered out slowly, her face just barely recovered enough for her blush to be unnoticeable under her tan. “So, what’s for breakfast, Squirt?” she asked, feigning casualness.

“All your favorites,” Fluttershy said, gesturing to a spread of waffles with bacon chunks in them, pancakes with bacon chunks, bacon itself, and bacon and egg sandwiches. “I remember how much you just love bacon.”

Gilda grinned, sitting down and rubbing her hands, a predatory grin coming to her face, “Hot damn Flutters! You’re a fucking saint! You wouldn’t believe how hard it is to get good bacon up in Cloudsdale!” She immediately dug in, moaning in contentment at the sheer perfection of the bacon in her mouth.

Fluttershy giggled and blushed at the compliment as she sat down and helped herself to a few strips of bacon and a sandwich. “You always did love my cooking, Gilda.”

Gilda paused her bacon massacre and looked up, wiping her mouth with a napkin, “No shit, Flutters. The shit at the flight school canteen had so little actual food in it I could have eaten cardboard with more nutrients in it!” She shoved a few more pieces of bacon in her mouth to accentuate the point, a wide grin stretching across her face as she ate.

Fluttershy giggled after swallowing a bit of her sandwich. Her table manners being far better than Gilda’s. “You always did complain about the lack of flavor. So what brought you to Ponyville besides catching up with me and Rainbow Dash?”

Gilda swallowed her last bite of food, wiping her mouth and blushing ever so slightly, “Ah… well… hrmm…” She twiddled her thumbs as her blush grew steadily brighter, trying to find exactly the right words to say. “I… I guess you saw the journal I had, huh?”

Fluttershy blushed and nodded. “Yes. I saw it. Gilda... are you in love with Rainbow Dash?”

Gilda sighed and leaned back, “Yeah, I am. Been in love with her tiny little flat chest for most of my life… just never knew about it until we all left flight school and went our separate ways. Tch… if I’d known sooner, maybe I’d be living down here with you gals, living the rustic life.”

Fluttershy reached across the table and gently grasped her friend’s hand. “Did you come to tell her how you feel?” She had a gentle smile on her face.

Gilda nodded, relaxing ever so slightly, “Yeah, I did… Just… just need to figure out how to tell her…” She scratched under her left eye, an unconscious tic that she performed whenever she was confused.

“Well…” Fluttershy blushed as she put together her words. “I’ve got a special someone that I can’t seem to work up the courage to confess to. But… He’s already taken.”

Gilda feigned innocence and asked, “Who is it?”

Fluttershy blushed and cupped her cheeks in her hands. “I just can’t help loving him. He’s rude, perverted, yet a true gentleman when he wants to be, and utterly devoted to Twilight.” She sighed in bliss. “She’s so lucky to have a man like Alucard.”

“Alucard? Really?” Gilda stared, “Not to rain on your parade… but what the hell could he have that would get your attention? He’s, well, he’s kinda an asshole.”

“I know, but that’s part of his charm,” Fluttershy said. “He says what he thinks no matter what anyone thinks. And… There’s the way I met him.” She started playing with a lock of her hair. “Most men just ogle my body, especially my breasts, and I can’t help but feel like they see me as some kind of sex toy. But Alucard… He came right up to me and grabbed my breasts. I was scared at first, but looking back, he was genuinely complimenting my body. Sure he was being a pervert, but there was true admiration in his tone.” She looked away at the wall. “And that night, when Nightmare Moon returned. He rescued me from a group of ghouls and promised to protect me. When I met him, I saw the mask he shows everyone. But underneath it, he’s a good person with a sad history. I couldn’t help falling for him.” She blushed her darkest. “And the way he always compliments my body…” she giggled, “He makes me feel sexy.”

Gilda could only stare, “Well… I’ll take your word for it…” She stretched and popped the joints in her neck, sighing in relief afterwards. “I guess it’s my turn to share what makes Rainbow so appealing?”

“If you want to share,” Fluttershy said. “You don’t have to if you don’t want to.”

“Nah, I think I’ll share. After all, might not ever get a chance to tell you this again.” Gilda shrugged and started talking, “Well, it started in flight school, y’know? There we were, couple’a girls going through puberty, and hey, it was the experimenting age, right? So, we kissed a few times. Pretty sure Dash didn’t feel anything at the time, but hell, I was in love right away. I never was really sure what brought me to her; there really wasn’t just one thing. I mean, I like her hair, I like her body, I like the fact that my tits are bigger than hers, but hers are still so cute. I mean, one thing is definitely how adorable she is, even though she always says she isn’t. She’s a little shorty, always has been, yeah?”

Fluttershy let out a good natured giggle. “Yeah. She never got to be taller than either of us.”

“Yeah… I mean, when I look at her, it’s not just like I wanna fuck her; I wanna hold her, hug her, kiss her… when she was sad I always wanted to just hug her to my chest and tell her things were gonna be alright… When she was angry, I wanted to laugh because she was so cute even though she could kick just about everyone’s asses… Seeing her happy was the best feeling in the world… gods… I think I’m falling in love with her all over again…” Gilda dropped her head into her arms and just laughed for a good few minutes, tears of joy leaking from her eyes.

“It’s hard not to fall in love with her again, for me at least, after all, she’s only gotten more… her, y’know? Like… like she’s just more herself than she ever was before.”

Fluttershy nodded with a wide smile. “Gilda?”

“Yeah?”

“You know how you said I should flaunt my chest?” Fluttershy blushed as she asked the question.

“Yeah? What about it?” Gilda asked.

“Well…” Fluttershy blushed darker. “I think I’ll try it. Just for Alucard.”

“Heh,” Gilda smirked, “Knock him dead, girl… er, deader.”

Fluttershy giggled. “Think you can help me pick the right outfit?”

“I dunno,” Gilda scratched the back of her head, “I’m not exactly good with fashion.”

Fluttershy thought and then snapped her fingers. “Rarity! She knows all about fashion. Let’s go to her.”

Gilda groaned, “Eugh, gods… might take a while. I may have overeaten… just a little.” She stood, barely pushing herself from her chair. “Okay… okay…. I think I’m good…”

Fluttershy helped her steady herself. “You sure, Gilda?” She had nothing but concern on her face.

“Just.. just a little unsteady. Whew… really shouldn’t have pigged out so hard…” Gilda muttered, patting her slightly bulging belly.

Fluttershy smiled. “If you’re sure you’re okay, then let’s get going.”

Fluttershy knocked on the door of Carousel Boutique, waiting for Rarity to answer as she stood beside Gilda. “I’m a little nervous, Gilda.”

Gilda snorted, “Look, with a figure like yours, it’s pretty damn hard to go wrong with anything you try to do if you’re gonna seduce someone. Besides, all you’re trying to do is flaunt your tits. Not much else you need beyond an open neckline.”

Fluttershy blushed at Gilda’s words as the door opened.

“Welcome to Carousel Boutique! Where everything is chic, unique, and magnifique!” Rarity greeted before seeing who her guests were. “Fluttershy! Darling how are you?” She looked at Gilda. “And who is your friend? I don’t believe we’ve met.”

“I’m Gilda,” Gilda started, pointing her finger at Fluttershy, “and the Squirt here needs something to show off her chest with. It’s a pretty important thing.”

Rarity nodded and let them in, shutting the door. “Well I have always told dear Fluttershy that she should take advantage of all those uncouth stares she gets. I’ll just need her measurements.” She summoned a measuring tape to her hands as she gestured for Fluttershy to join her. “Shirt and bra off please, darling.”

Fluttershy slowly took off her shirt, blushing slightly and hesitating when she moved her hands to her bra.

“It’s quite alright, darling,” Rarity said reassuringly. “No need to be worried. I am a professional.”

Fluttershy nodded and removed her bra, her massive breasts springing free with a nearly audible boing, swaying slightly as Fluttershy took a deep breath of relief.

Gilda looked away, blushing furiously and shifting uncomfortably. Her fingers twitched with the urge to either masturbate or start groping Fluttershy’s breasts, but she managed to keep her hands from wandering, if only barely.

Rarity, to her credit, was able to avoid staring in jealousy for longer than a couple of seconds. “My you certainly are blessed, darling. Arms up, please.” She brandished her measuring tape.

Fluttershy lifted her arms, blushing furiously at having her breasts exposed.

Rarity wrapped the measuring tape around Fluttershy’s huge tracts of land, her eyes widening. “They really are 37MMM. I thought Alucard might have been exaggerating when he made that claim!”

“I-I don’t think Alucard lies when it comes to breast size,” Fluttershy mumbled, looking away in embarrassment.

“So it seems, darling,” Rarity said as she started looking through a clothing rack. “I believe I have just the thing. Forgive me for prying, but are you looking to impress someone, Fluttershy?”

“A-ah… I-er…” Fluttershy stammered, her hands clasped nervously in front of her.

“She’s trying to impress the crimson fucker himself,” Gilda spoke up, her eyes boredly tracing the ceiling so as to not make a mess on Rarity’s couch.

Rarity’s eyes widened again. “Alucard?! Sweet, innocent Fluttershy is love with that ruffian?!” She could hardly believe it. How did someone as tactless and uncouth as Alucard steal Fluttershy’s heart?

Fluttershy flushed, not wanting to repeat what she had said to Gilda earlier. “I-it’s… complicated…?”

Rarity clasped her busty friend on the shoulders. “And you’re sure about your feelings, Fluttershy?”

“Yes.” Fluttershy nodded resolutely before looking down and blushing at how her breasts had squished up against Rarity’s.

Rarity noticed as well and backed away with a blush of her own. “I must confess that I envy you, Fluttershy.”

Fluttershy tilted her head cutely, “W-what? W-why?”

“You’ve got your eyes set on a nice man that could use a bit of work in his demeanor, and on top of that, you’re blessed with the sort of physique that some women would kill for.”

“W-well… I-I mean… uhm…” Fluttershy fidgeted nervously in place, not sure of what to say.

“Worry not, Fluttershy!” Rarity said, smiling. “You shall have Alucard drooling when I am finished with you.”

“You fuckin’ better,” Gilda called over from the couch, “With tits like those, if she doesn’t catch his attention, you’d have to do somethin’ horribly wrong.”

Alucard grinned at Twilight as they walked through the park. “So this dude’s friend, he’s a real doctor but does the cosmetic shit on the side, right? So the guy with the horn comes back, only now he wants a plexiglass plate for his skull! And the doctor fuckin does it! He makes a window! You can see the fucker’s brain and shit! He’s got a big monster horn and his head meat on display! What a freak! Am I right?!”

Twilight reeled at the mental imagery, “Eugh… that seems almost… just… eugh…” Even with the horrifyingly twisted forms of her undead minions, Twilight still couldn’t wrap her head around the idea that anyone would want their brain on display like that.

“So I was betting with his girlfriend what the window would show of his brain, and then I said, ‘Betcha I’m right.’ And she said, ‘Betcha you’re wrong.’ I respond with, ‘Betcha you’re a skank.’ She says, ‘Betcha you’re an asshole!’ And then I ended it once and for all by answering with, ‘Bitch I eat people!’”

Twilight’s face made a little ‘o’ of realization, “So that’s why I had to keep the Canterlot PD from arresting you on grounds of suspected cannibalism…”

Alucard laughed. “I kinda wanted them to try to arrest me!” He then looked ahead, looking around. “Ah… The return of the Mystery Boner.”

Just as Twilight began to open her mouth to ask just what Alucard meant, she spotted Fluttershy walking forward in a decidedly more showy outfit than normal. Twilight’s jaw dropped at the sight of Fluttershy baring that much cleavage to the world. It was enough to turn a straight woman gay… or at the very least, bisexual.

Fluttershy very nearly sashayed forth, her beautifully long legs exposed from the mid-length, grass green skirt she wore. The busty aerial had, at some point, traded her normal sneakers for a pair of low, high heeled white sandals with straps reaching up to her ankles. Fluttershy’s normal top was replaced by a pale yellow, halfway unbuttoned sleeveless blouse, the barest hints of her white bra just peeking out from under its edges. A few strings of pearls around her neck and wrists topped the outfit off, the slight makeup dabbed onto Fluttershy’s face serving to tie the whole ensemble together.

Alucard stared at Fluttershy with his jaw dropped. “Sweet black fucking sabbath…” His pants were the tightest he’d ever felt them.

Twilight continued to stare, not even angry at Alucard for looking at another woman. After all, when the other woman was Fluttershy and she looked like that…. “Sweet black fucking sabbath indeed…” Twilight muttered, a trickle of blood running down her nose.

Fluttershy waved shyly, barely keeping herself from covering her chest, “O-oh… hello there, Twilight, Alucard… D-do you like the new look?”

Alucard wiped away some drool. “Fluttershy , may I be perfectly honest with you?”

“Y-yes?” Fluttershy fidgeted nervously, looking at Alucard with with an expression that could only be called “doe eyes”.

“I love the new look,” Alucard said. “If I wasn’t dating Sugarlips I’d fuck the pink right out of your hair.”

Fluttershy’s face went from slightly pink to a full on radiant crimson in the span of half a second, steam almost pouring from her ears as she fought to deal with the sudden rush of emotions his words inspired. “I-I… ah, uhm… w-well… t-thank… t-thank y-you Alucard…”

“Excuse us a moment, Fluttershy,” Alucard said, flipped Twilight around and huddling with her. “So what do you think, Sugarlips?” he asked in a whisper.

Twilight’s face was a healthy shade of simmering pink, “Somehow, I don’t care how… we’re going to get her into our bed. Not now though. I know, I know, why not? Because, while I’ll probably live to a good couple hundred barring extenuating circumstances, Fluttershy’s only normal. We might need time to figure out a way to make her immortal. We could do vampirism, but that shouldn’t be our only option.”

Alucard nodded. “So no seducing her yet. But what about dating her? We both know nobody bats an eye at a guy with more than one girl.”

“Hmmm….” Twilight tapped her chin, “Yeah, we could do that.”

“Anything I’m not allowed to do on the first date?” Alucard asked. “Short of giving her a night of mindblowing sex that no other guy can hope to give her.”

“.... Just don’t make her cry and don’t take her anywhere she’s uncomfortable with… and keep your eyes on her the whole time,” Twilight said, tapping off the list on her fingers, “and I think that’s about it, really. Other than that, just use common sense… and if need be, protect her at all costs.”

“Oh of course I’ll protect her,” Alucard said, shifting to his serious tone. “I promised her I would, remember?”

“Just making sure. Alright, decisions made?” Twilight asked.

“Decisions made,” Alucard nodded. “You handle the immortality, and I’ll keep that sexy aerial company.”

“Then break!” Twilight declared, spinning back around to face the now calmer and confused Fluttershy. Twilight sashayed up to Fluttershy and placed her hand on the busty woman’s shoulder, “Fluttershy, I hereby allow you to date Alucard freely, provided that you hold off on sex with him until an as-of-yet undetermined date.”

“Not that I can’t take you to heaven and back while keeping you a virgin, Flutters,” Alucard said with a grin after phasing behind Fluttershy and hugging her close to him. “We’re gonna have such a good time, you and I,” he whispered in a husky tone before licking her earlobe.

Fluttershy’s blush returned, blasting through shades of red so fast one could actually watch her face change color. With an almighty swoon, Fluttershy collapsed backwards into Alucard’s arms in a dead faint.

“.... I think you broke her,” Gilda commented, coming in for a landing. “Though, hey, least she got what she wanted.”

Alucard laughed and looked at Twilight. “So where should I take her, Sugarlips? Her place, or ours?”

Twilight shrugged, “Considering that we’re more or less a menage a trois now? I suppose our place would be good enough for now.”

Alucard picked Fluttershy up in a bridal carry. “Want to teleport us, Sugarlips?”

Twilight nodded and looked to Gilda, “Wanna come with, Gilda?”

Gilda shrugged, “Eh, sure. Why not.”

“She can keep Lulatits company while we attend to Flutters,” Alucard said, grinning.

Twilight shrugged, “I suppose so… though one of them might not make it out alive. Trixie’s been doing a lot of academic rambling, for some reason.”

“What’s she been on about?” Alucard asked. “All I hear is something about little ball flies.”

“Well, it’s mostly rune matrices and pre- wait did you say ‘little ball flies’?” Twilight’s eyes went wide with delayed horror.

“What?” Alucard asked. “What’s got your bra in a twist, Sugarlips? You know something about little ball flies, don’t you?”

“They’re called parasprites. They’re notorious for being capable of extremely quick asexual reproduction and being able to eat so much more than their body mass should allow. They’re basically the ultimate pest. Thankfully, most of them are confined to the Everfree Forest, though some do clump up in other areas somehow. I think Trixie was planning on using some sort of alchemical formula and the parasprites’ extreme genetic mutability to maybe regrow her arm or something,” Twilight rambled, charging up her group teleport spell and depositing all four of them at the door of the Golden Oaks Library.

Without another word, Twilight burst into the library, flashing up the stairs and over to Trixie’s room. She busted open the door and found… Trixie sitting on her bed and playing with a single, light blue parasprite.

“What.” Twilight muttered, searching the room for any sign of alchemical ingredients or circles. Trixie shot an annoyed glance at Twilight, petting her parasprite and trying to calm it down.

“Sparkle, while I do not know the nature of the emergency, would it have killed you to knock?” Trixie deadpanned, flicking a kernel of popcorn from the bowl at her side at Twilight’s forehead.

Gilda looked into the room and saw the parasprite’s smiling face. Freezing in place, she started trembling. “Must… Not… Squee!”

Alucard looked in while cradling Fluttershy in his arms. “So what’s with the little ball fly, Lulatits?”

Trixie looked up, “Well, Trixie was managing the library after closing time last night and discovered this small creature settled between a pair of books. Given that it is altogether too adorable, Trixie has decided to keep it.”

Twilight’s eyes remained fixed on what she saw as a tiny abomination, “Trixie, I know that this may sound ridiculous… but I’m going to have to ask you to get rid of that parasprite before I have to murder it.”

Trixie shielded the creature against her chest. “You shall do no such thing, Twilight Sparkle! This poor creature was in need of a home and I will give it one!” She brought the parasprite up to her face and lovingly nuzzled it. “Don’t worry. Trixie won’t let the big bad vampire girl get you.”

“Trixie that is a parasprite. And if you knew what that thing is capable of, you’d ask me to get rid of it.” Twilight stared at Trixie, mentally willing the one armed woman to just get rid of the damn thing.

“And what exactly can this little cutie do?” Trixie challenged with a glare at Twilight.

“Historically, every time even a single parasprite entered a town and found a steady food supply, that entire town was all but wiped out by a whole goddamn swarm of parasprites! They eat you out of house and home! Parasprites are a dangerous hazard to human life- that’s a documented fact! AND YOU BROUGHT ONE INTO MY HOUSE!” Twilight roared, lunging for the parasprite in Trixie’s hand. Trixie yelped and rolled backwards, just barely dodging the lunge.

“You stay away from Jasper, Twilight Sparkle!” Trixie snapped as she tucked the creature away in her cloak. “He is an innocent little creature!”

“Innocent!? Like hell that little abomination is!” Twilight screamed, whipping out her wires and preparing to slice “Jasper” to ribbons. Jasper, on the other hand, shuddered in fear and vomited out a ball of red… something… that proceeded to twitch and jump into the air, unfurling into another parasprite in mere seconds.

Twilight stared and fell to her knees, “Oh no… it’s happening…”

Trixie stared at the new parasprite in curiosity, recoiling when it puked on her. “Disgusting!” The ball of puke unfurled into a green parasprite.

“Uh… So how fast do those things puke out kids, Sugarlips?” Alucard asked.

“Fastest rate ever observed is one new parasprite every two and a half seconds…” Twilight mumbled, her eyes wide open in horror, her face paling even further than it normally was.

The swarm continued growing at an exponential rate, doubling in size every five seconds until a swarm of over ten thousand parasprites shattered the window of Trixie’s room and began flooding into Ponyville proper, panicked screams and cries following soon after.

Twilight stared, numb, for a few seconds before snapping out of it and leveling a glare at Trixie, “I. Blame. You.”

Trixie got to her feet and grabbed her rapier. “Trixie has changed her mind! Kill them! Kill them all!”

“I’ll lay Flutters down in the bedroom and get my guns!” Alucard called as he headed further upstairs.

Schrodinger stared at the little purple ball fly that had flitted into Sugarcube Corner, his head tilted in curiosity as his ears twitched. “Pinkie? Vhat is zhis little ball vith vings?”

Pinkie immediately gasped in surprise and dashed off screen, trailing a huge dust cloud behind her as she screamed, “I NEED A TROMBONE!”

“A trombone?” the catboy asked in confusion. “Vhy does she need a trombone?”

Roseluck screamed and screamed and screamed, looking on in horror as the hundreds of little parasprites proceeded to literally eat every scrap of food in her house before vomiting all over the place and making hundreds more parasprites. Finally, she ran out of air and collapsed in a dead faint, unable to deal with the situation.

Across town, similar scenes rang out, the entire town’s food supply being torn apart by a swarm of technicolor insectoid creatures that blotted out the sun from sheer numbers.

Meanwhile, Pinkie flittered around from house to house, grabbing seemingly random musical instruments while ignoring everyone else’s cries of confusion.

“Pinkie! Vhy do you need all zhese instruments?!” Schrodinger asked as he followed after his roommate. “And vhat are zhese ball flies?! Mein gott, zhat sounds like somesing Alucard vould say!”

“NO TIME TO EXPLAIN SCHRODY! THIS IS IMPORTANT BUSINESS!” Pinkie screamed, desperately hauling the instruments around in a wagon she had snatched from Applebloom.

“At least tell me vhat zhese sings are!” Schrodinger called from his spot on her shoulder. “And Vhy are zhey eating all our food?!”

Pinkie said nothing, continuing to collect instruments, including, for some reason, an electric guitar.

Twilight roared viciously as she hacked apart parasprites by the hundreds, the street below her littered with a carpet of bisected parasprite corpses.

Alucard was laughing madly as gunshots filled the air. “Like shooting fish in a barrel!” He grinned at Trixie’s own attacks on the parasprites. Her rapier, a fancy thing with an ornate guard and double-edged blade that was rather slim, was enhanced with runes that not only made it as durable as titanium and a third the weight of steel, but also allowed her to use it as a magical focus. Her spells had been getting a lot stronger since she started using it.

Trixie spun her rapier in an elaborate flourish, the runes upon it lighting up and projecting a pre-made magic circle upon the ground, launching her up and forward, allowing her to slice apart parasprites in midair, using the rapier’s runes to all but pinball her through the air.

“Damn she’s gotten good with that sword, eh Sugarlips?” Alucard asked. “Maybe we should turn our menage a trois into a quartet, eh?”

“As if Trixie would ever consider dating you!” said amputee yelled from the air above him.

Twilight said nothing and continued hacking apart parasprites, her wires lashing through the air around her in furious arcs, all but gleaming with the greenish blood of the parasprites. Her concentration was broken, however, when she saw Pinkie rush out into the middle of the street, bearing an armload of musical instruments.

“Pinkie! What the fuck are you doing!?” Twilight yelled, her wires pausing just long enough for the parasprites around her to gather themselves and mob her, forming into a crushing wave that loomed over Twilight like the angry fist of some ancient, vengeful insect deity.

Twilight cursed her distraction and dodged the initial wave, trying to dispel the swarm before it gathered again.

Schrodinger looked at Pinkie. “Have you gathered enough instruments, Pinkie? And vill you tell me vhat zhey are for now?” He didn’t know why, but this woman was an anomaly even to him. No other woman, or any other person period, for that matter, could sneak up on him. Still, he kinda liked the surprises those occasions were.

“Not yet!” Pinkie snapped, looking around furiously before dashing off.

Gilda stared from where she sat, utterly befuddled by Pinkie Pie. “.... Is that a normal thing for her?” she asked, taking the collection of materials she had scrounged up from Twilight’s basement lab and cobbling together a rather impressive impromptu flamethrower. “Also, why the hell did you have so many things in your lab that could be used to make a fucking flamethrower!?” Gilda screamed, letting loose with an impressive jet of fire and burning a huge swath of parasprites to a crisp.

Alucard paused in his shooting for a moment. “Hey. I don’t wanna be that guy, but I’m pretty sure we haven’t made a dent in the swarm. Actually, I think it’s even bigger than when we started.”

“The wretched things are reproducing faster than we can kill them!” Trixie snarled in anger.

“We need something so utterly repulsive that they all die of horror!” Alucard decided. “Lulatits! Get me a copy of all four Twilight books, pronto! That should kill them!”

Twilight facepalmed, “I don’t think that’ll work, Alucard. For one, it’s…. okay, they’re really, really bad, but still, parasprites don’t even have the necessary brain capacity to even consider comprehending human literature.”

Alucard thought for a moment. “Change of plans, Lulatits. Grab the Fifty Shades books! We need the big guns for this!”

Trixie shuddered and dropped back to the ground, panting, “Are you mad!? That won’t kill them! That will kill us!”

“Eugh, dude, no,” Gilda reeled in disgust, still setting parasprites on fire.

Twilight sighed, “Yeah, that probably will kill all of us.”

Schrodinger popped his head out from behind Alucard, “Don’t even sink about zhat horrid sing, Alucard.” Schrodinger ducked back down, still following Pinkie Pie around town.

“Whelp! I got nothing then!” Alucard said. “I can at least thank the gods that I don’t sparkle like that…” He shuddered in horror. “Sparkling vampires… What was that chick smoking?!”

Twilight tapped her chin, “As I recall, Stephaneigh Meyer recently went to rehab for extreme usage of various hallucinogens, one of them being LSD mixed with crystal meth.”

“Not to break up zhis obligatory jab at zhe vorst vampires in history, but zhe parasprites are about to, how do you say? Fuck your shit up?” Schrodinger asked from behind them.

All four combatants whirled around, spotting the massive swarm of parasprites rearing up and about to, as Schrodinger said, ‘Fuck their shit up’.

Twilight stared in shock, “.... Well that ain’t fair at all.”

The wave descended, sweeping them away in a torrent of biting, buzzing, ball shaped flies.

“Fuck! Fuck! Fuck! Fuck! Fuck!” Alucard kept chanting that one word as he tried to escape the swarm. “Sugarlips! We need the army!”

“Army?! She can call up the godsdamn military?!” Gilda screamed in disbelief.

Twilight thrashed her way up to the surface, calling up a ball of violet light and throwing it into the air as high as she could, the orb bursting into thousands upon thousands of glimmers of shimmering flakes and erupting into a magical circle wherever they contacted, hordes upon hordes of skeletal, crystalline monsters flooding out of the expanding patches of violet runes and tearing into the swarm with great relish.

Alucard cheered and then stopped. “Uh, Sugarlips? Might not have thought this through.” The battle between chimeras and parasprites was wrecking the town at an alarming rate.

Twilight looked around, batting at the parasprites whenever they tried to pull her back into the swarm, “.... Fuck. I’m paying for that, aren’t I?” The chimeras ceased their attack, dissolving back into the same purple motes of light they had sprung from.

“Well… We’re boned. I’m gonna go eat Fluttershy out,” Alucard said as he holstered his guns. Then he heard something. “Is that some crazy kind of polka?”

“Vhat zhe hell?! How is she playing all zhose instruments at vonce?!” Schrodinger asked in confusion.

Pinkie stormed past, dragging a cartful of instruments and somehow playing all of them at the exact same time, a loud polka blasting out from the speakers she had borrowed from Vinyl Scratch. Strangely enough, the swarm of parasprites had begun moving in time with the music, clearing a path in front of Pinkie and following her as she passed.

Twilight stared, “Okay, even I have no idea just what the hell Pinkie is doing.” She pulled off her gloves, sealing the wires away once more, and continued staring in confused awe.

“What is she? The fucking Pied Piper?!” Alucard asked, too confused to even stare at Pinkie’s bouncing tits.

“So it would seem…” Trixie muttered, nearly going crosseyed.

Twilight sighed, “Well, her name is Pie.”

“Is every day in Ponyville this insane?” Gilda asked.

Trixie, Twilight, and Alucard all turned to Gilda in perfect unison and spoke simultaneously, “More or less.”

“Huh…” Gilda was silent for a few seconds. “You know… I kinda like it.” She looked in Cloudsdale’s direction. “Fuck it. I’m moving to Ponyville.”

Twilight shook her head, “As nice as that sounds, we still have a bit of a problem here.” She began chasing after Pinkie, trying to figure out exactly where the bubbly pinkette was heading.

As it turned out, Pinkie was leading the parasprites back to the Everfree Forest, standing at the edge of the forest and still playing her song. The parasprites floated right past in a really, really, really long single file line.

“.... O… kay then?” Twilight mumbled, staring at the line. “... Pinkie, what the hell.”

Pinkie, still playing polka, shrugged and made a tilting motion with her head, as if to say, “I dunno?”. Twilight facepalmed and sighed, teleporting back into town and starting to check and make sure that no parasprites were left.

“We’re parasprite free!” Alucard announced, a now awake Fluttershy standing beside him with a very confused look on her face.

“W-What happened to Ponyville?” Fluttershy asked. “And why is Gilda holding a flamethrower?”

Gilda looked down at her flamethrower and chuckled, tossing it to the side, “Eheh, it’s… it’s a long story, Squirt.”

Twilight came back into view, dusting off her hands and rounding on Trixie, “Now, what have we learned about taking in strange animals that we found in the library?”

Trixie coughed and blushed, looking at her feet, “... To not take them in…”

“That’s right. At the very least, ask the prodigy about just what the hell they are, first,” Twilight lectured, “Now, I don’t know about anyone else, but that was absolute hell, so I’m going to go take a nap for the next forever and a half. Or until dinner. Whichever comes first.” With that, Twilight marched into the library and up the stairs, flopping down into her bed, asleep before she even hit the pillow.

Despite the parasprites and the problems they caused, Alucard had still managed to show Fluttershy a good time on their spur of the moment date, and was now walking her over the bridge that led to her cottage. “Have fun, Flutters?” he asked while grinning at the busty aerial on his arm.

“Oh, yes, Alucard. It was simply wonderful,” Fluttershy beamed up at Alucard, hugging his side and inadvertently putting his arm between her breasts.

Alucard chuckled as they reached the door, enjoying how her chest felt on him. “So… Second date?”

“I’d like that,” Fluttershy smiled and unlocked the door, stepping inside, “Oh, um… before you go, would you like some tea?”

“Well I can’t really drink tea since I’m undead and all, but I’d love to come in. Thank you for the gesture though, Fluttershy,” Alucard answered with a smile as he stepped inside, removing his hat and sunglasses. He sniffed the air a bit. “Hm… Someone came hard outside the bathroom window. Twice.”

Fluttershy blushed a little, “Oh, how strange… I wonder who… w-was it G-gilda?” Her blush intensified, “B-but… that would explain the blushing… but why outside the bathroom wi-... oh my.” Fluttershy squeaked, having come to a conclusion far too embarrassing to even think about.

Alucard laughed a bit. “She watched you in the shower and masturbated, didn’t she?”

Fluttershy squeaked and nodded, her wings ruffled and her cheeks glowing.

Alucard sniffed again. “Speaking of masturbating…” He pulled her into his arms. “Were you fantasizing about me? I can smell your aftermath on your thighs.”

Fluttershy’s blush intensified, the flustered woman stuttering incoherently as she tried to change the subject. “A-ah, u-uhm, t-that is… e-err… eheh… eep!”

Alucard chuckled and rested his forehead against hers. “You did, didn’t you? You want me. You want me so badly that you can’t start your day without pleasuring yourself to thoughts of me.” He gazed deeply into her eyes as he spoke in a low, husky tone that never failed to inflame passions in the women he had truly set his eyes on.

Fluttershy’s eyelids lowered, her gaze becoming half lidded and smoky as her pupils dilated. She breathed deeply, Alucard’s mere presence all but setting her body aflame with repressed passion. Still, she couldn’t find her voice, Alucard’s sheer sex appeal sealing her lips shut but for the tiniest of whimpers and squeaks.

Alucard gave her a small smile as he slowly leaned in and gently captured her lips with his own, his arms pulling her closer against him as he breathed in her scent and enjoyed the unique feel and texture of her lips.

Fluttershy’s eyes closed fully as she leaned into the kiss, all but throwing herself into his embrace as she clasped her arms around his back.

Maintaining the slow, tender pace of their kiss, Alucard locked the door and started guiding Fluttershy upstairs toward her bedroom. Upon entering, he didn’t bother with the light, allowing the moonlight that shone through the window to provide them with the perfect atmosphere. As he guided her down onto the soft mattress, Alucard finally broke the kiss and stared deeply into her eyes, noting how her chest rose and fell with her slightly heaving breath.

Fluttershy stared back at Alucard, her hands reaching up to cup his face. “Alucard…” she whispered, drawing him back down for another kiss.

Alucard kissed her back and pulled his gloves off before running his fingers through her hair and gently pushing his tongue past her lips and into her mouth. Fluttershy swirled her tongue around his, grinding up against Alucard with almost religious fervour.

She moaned into his mouth as she ground against him, smearing her juices against the bulge in his pants. With a soft pop, she broke off the kiss, panting heavily. “Alucard…” she whispered his name once more, “please… take me.”

Alucard smiled at her as he moved his hands to her blouse, slowly undoing the buttons one by one. “Not yet, my sweet Fluttershy. I’m going to take my time and make this a night you’ll never forget.” Once he had unbuttoned her blouse, he slowly slid it from her shoulders and tossed it aside before his hands reached behind her back for the clasp that held her mounds confined with her bra. Taking a moment to peck her on the lips, he unhooked that clasp.

Fluttershy gasped softly as her breasts sprung free of her bra, a light moan slipping from her lips as they gently bounced in the open air. She looked down at her breasts and squeezed them softly, as if surprised at how large they were. “W-would you like to p-play with them?” she asked, looking up at Alucard once more.

He smiled at her and gently cupped them in his hands. “Ever since I met you, to be honest.” He started gently massaging and squeezing her breasts, rubbing her hardened nipples with his thumbs. “They feel so much softer without your clothes in the way, my dear.”

Fluttershy eeped in surprise but quickly relaxed, arching her back into Alucard’s hands as a surge of pleasure jolted through her entire body just from Alucard’s ministrations. She moaned softly, sticking a finger between her teeth as if to stifle the sounds she made.

“Don’t quiet those moans, my dear,” Alucard whispered in her ear as he kept gently massaging her mounds. “Let them flow. Let that exquisite melody into my ears unhindered.” Slowly kissing down her neck, he began dragging his tongue up the curve of her right breast before starting to slowly trace it over her areola.

Fluttershy did as Alucard asked, removing her hand from between her teeth and using it to hold Alucard’s head to her breasts as she stuck her hand down the front of his pants, quickly finding his shaft and squeezing it gently.

Alucard loosed a low moan of pleasure at feeling her soft fingers wrap around him. “You’re getting into it,” he noted with a smile before latching his mouth onto her nipple, greedily sucking the pink nub and gently pinching her other nipple between his fingers.

Fluttershy’s grip on Alucard’s shaft tightened, her hand stroking it intensely as she threw her head back and gasped in pleasure. Her hips bucked against Alucard’s own as she just barely moved her hand to the side, her dripping pussy pressing up against Alucard’s penis with nothing but a few layers of cloth in between.

Alucard switched nipples and kept gently playing with her breasts as he started moving his hips in time with her stroking to increase the pleasure. He was throbbing in her hand, his desire for her palpable as he explored her body. Reaching down, he slowly unzipped her skirt and began sliding it off of her smooth, creamy legs.

Fluttershy blushed and clasped her legs together shyly, just barely hiding the well groomed patch of pink nestled in her most private of areas. She squeaked before once again relaxing, slowly opening her legs, baring her soaking wet vagina to Alucard’s appreciative gaze, the pink slit all but glimmering in the light of the moon.

Alucard smiled as he looked over her moonlit form. “How beautiful. Even more than in the daylight, my dear.” He kissed down her body slowly, his tongue exploring every curve as he moved. Bypassing her core for the moment, he started licking and kissing her inner thighs, slowly making his way back toward her core while switching between thighs now and then and savoring the taste of her skin.

Fluttershy shifted and writhed, her hands grasping the sheets as she moaned, clasping her thighs around Alucard’s head and grasping it. She pulled him forward, guiding his tongue straight into her core, yelping in pleasure as it made contact with her outer folds.

Alucard closed his eyes and slowly licked her folds several times before closing his lips around the swollen nub that was her clitoris, gently sucking it as he rubbed her thighs and slid his hands up her body to squeeze her breasts again, loving their texture and softness.

Fluttershy played the passive role, gently writhing under the sheer ecstasy that Alucard’s touch brought. Still, she managed to at least keep Alucard’s head firmly wedged against her aching pussy, driving him further against her amidst the waves of sheer, unending pleasure emanating from the tiny bundle of nerves his lips were so delicately clasped around.

Alucard smiled as he finally released her clit and started licking her slit slowly, savoring the flavor before slowly pushing his tongue inside her, exploring her inner walls and keeping his eyes closed; the better to focus through his sense of taste.

Fluttershy’s gasps turned into impassioned moans, her writhing turning all but frantic as she drove Alucard’s head further against her; his tongue further into her twitching love canal. A low, almost keening moan tore out of her as Alucard’s probing tongue found her G-spot, her head thrust back as her throat released a moan absolutely dripping with lust.

Alucard grinned as he heard that sound. Focusing on her G-spot, he licked it more than any other spot as his hands kept skillfully sending pleasure coursing through her breasts, occasionally tweaking her nipples between his fingers. “So innocent, yet so eager for the one she has given her heart to. She’s going to be a very different woman over time.”

Fluttershy shuddered against Alucard as she orgasmed, a delicate scream issuing from her throat as she panted heavily, a splash of juices impacting Alucard’s face and spraying enough to wet the collar of his shirt. “A-aah…” Fluttershy whimpered, riding the aftershocks of her orgasm with great pleasure.

Listening to her pant as he lapped up her juices, Alucard slowly pulled away and smiled at her, admiring the sheen of sweat that now coated her body. “Was it to your liking, my dear? Your moaning tells me it was.” He leaned over her and kissed her, pushing his tongue into her mouth so that she could get a taste of herself.

Fluttershy leaned into the kiss, savoring her own sweet juices with a pleasured whimper of delight. Once again, she broke off the kiss and panted, scooting back and, with a bit of a flustered grin, spread herself open, baring the depths of her vagina to Alucard. “P-please, Alucard… take me…”

Alucard smiled at her and looked at himself. “Look at that. Here you are naked, and I’m overdressed. Do forgive me, my dear.” With but a thought, his suit faded away into shadow, leaving him as naked as the woman offering herself to him. Moving between her legs, he gently rubbed the tip of his shaft against her slick folds. “Are you ready? We’ve reached the point of no return, my dear.”

“Y-yes… I-I’m ready…” Fluttershy whispered, her hands braced upon his shoulders as she ground her sensitive mound against his member. “Please… be gentle…” She looked up at Alucard with a pleading look upon her face, all but begging him to make love to her.

Alucard nodded and gripped her hips as he slowly slid the head of his length inside her, lightly moaning as he began slowly pushing further into her, holding her as he heard her moans. As he felt a barrier, he took a breath and tore through it with a quick thrust that buried him inside her completely. He held still as her moans became pained.

Fluttershy grimaced; she hadn’t expected such toe curling pain from just the first thrust, but as the pain subsided, her jaw slowly dropped open, her whimpers of pain shifting back to gasps of indescribable pleasure.

Taking those moans as a sign that she was alright, Alucard started slowly pushing in and out of her, moaning into her neck as he felt her inner walls clenching and massaging him with his every movement. “Fluttershy… You feel so sublime, my dear.”

Fluttershy gasped in response, grinding against Alucard and matching the pace of his thrusts, her tongue lolling from her mouth as her eyes rolled in ecstasy. “S-so big,” she moaned, nearly delirious from the feel of Alucard’s thick shaft thrusting in and out of her pussy.

Alucard closed his eyes again and rested his head against Fluttershy’s temple as he kept up his gentle thrusts. Her moans, the creaking of the bed, the wet sounds made by his movements inside her, the sound of his hips impacting against hers. They blended together into a wonderfully soothing melody that made taking his time worth every single second.

Fluttershy’s mind went oh so wonderfully blank as a roaring, rippling tide of pleasure surged through her and wiped every sensation but the feel and sound of Alucard away, plunging her into a world where none but she and Alucard existed, both entwined in lust and love; a symphony of sex that she was all too glad to be a part of. Her moans and gasps and whimpers rang out through room, her body grinding and writhing under and against Alucard, her hot, smooth skin a delicious contrast against his cool, but all too alive, body.

Alucard ran his hands all over Fluttershy’s body as he moved with her. His senses of touch, smell, and sound telling him even more about this woman than his eyes could alone. Deciding to change things up a bit, he slowly rolled her on top of him. “Take control, my dear. The dance is yours to lead now,” he whispered into her ear, slowly dragging his tongue along the lobe.

Fluttershy’s eyes widened as she snapped out of her blissful daze and froze up ever so slightly, “T-take charge?”

Alucard smiled and nodded. “Yes. Take charge, my dear. Lead our intimate dance.”

“O-okay… I-I’ll do my best…” Fluttershy murmured, slowly beginning to bounce atop Alucard’s form. She relished in the new sensations, feeling Alucard’s shaft penetrate whole new places inside of her. She moaned in delight, tossing her head to the side and arching her back.

Alucard enjoyed the sensations as well, reaching up and grasping her bouncing breasts as he enjoyed her movements and thrusted in time with them. Fluttershy shuddered and leaned forward as her orgasm came again, hot juices splashing forth from within her and splattering Alucard’s pelvis with sticky, almost steaming, liquid.

Alucard let another groan join their symphony as he felt her clench him while soaking his waist in her juices. “Do you like it, my dear? The thrill of being in control?” Fluttershy all but collapsed against Alucard as she rode out the aftershocks of her orgasm once more, still thrusting her hips up and down Alucard’s shaft.

“Y-yes!” she cried, slamming her hips down with great vigor and grinding in circles.

Alucard loudly groaned as she gyrated her hips. His hands clenched her breasts harder and felt her nipples rubbing against his palms. “Tell me, my dear! Tell me how well you like being in control! How does it feel?!”

Fluttershy bounced faster and harder, screaming out, “Ah! Yes! It feels so good!” She slammed her hips down, a short cry of pleasure following each and every thrust as she all but crushed Alucard’s pelvis into the bed.

“Yes! Yes! Embrace control, my dear!” Alucard exclaimed. “Take what you want and never regret asserting yourself!” He matched her slamming with the strength of his thrusts, grunting as he felt himself getting closer and closer to release.

Fluttershy slammed her hips down one final time, screaming out her orgasm and squirting messily all over Alucard’s face and torso as she dropped backwards, barely catching herself and giving a few more weak twitches, trying to drive Alucard over the edge.

Alucard gripped her hips and drove himself all the way into her as he yelled out and burst inside her, his shaft pulsing with each shot into her. Once his release finally puttered out, he held her close while lightly panting.

Fluttershy moaned softly, half delirious from the force of three orgasms. Still, as she panted, she managed to whisper out, “I love you, Alucard…” just before she passed out, contentedly snuggling into Alucard’s chest.

Alucard smiled and held her close and gently ran his fingers through her hair. “I love you too, Fluttershy. I love you too.”