The Problem with Potions

The inside of Fluttershy’s cottage was nice and neat as always, though with a homey, lived-in touch. Vases of flowers and pots of plants were scattered seemingly randomly around the living room, and in the center was a basin of steaming water topped with a mountain of vaguely pink bubbles. The steaming whistle of a kettle further into the house brought a voice from within the mound of soapy froth.

“Do you really think this will help? I’m pretty sure Apple Bloom would have known if she grabbed a mouthful of Poison Joke. BFFFT!” A double-handful of bubbles blasted into the air, revealing the steam-matted orange fur of Scootaloo’s face, her head topped with yet more bubbles.

Fluttershy carried the kettle from the kitchen to the basin, pouring a stream of heated water into the bath. “Well, if nothing else, it couldn’t hurt. Oh, do tell me if this is too hot, okay?” Steam rose, and with it even more bubbles, nearly obscuring Scootaloo’s face again. She huffed and blew them away a second time.

“Well… I guess not.” Her uncertain tone drew a concerned look from Fluttershy, so she was quick to amend, “But so far, so good. The water feels great, it’s just these… bubbles!” She fluttered her wings, sending more sudsy clumps floating around the living room. She winced slightly, seeing Fluttershy’s look of dismay, and offered a smile. “What I mean is, thanks for this. Really, I’m glad you’re helping”

“Oh! It’s no problem at all! My pleasure, really,” she gushed, trotting to the rosewood cabinet. Fluttershy poked her head in, rummaging around through the many jars and sachets she kept in there. “I’m just sorry I can’t give you the full spa treatment, it’s just wonderful."

Scootaloo watched curiously while the other mare poured an assortment of seeds and flower buds into the bath. Almost immediately, a fragrance somewhere between fresh-mown hay and lavender rose. “Awww, that’s okay, Fluttershy. A hooficure would just look silly on me, anyway.” She paused, sniffing. “That does smell nice, though. What all goes in it?”

“Oh, I wish she would tell me. Every time I ask, though, Zecora says something about ‘proprietary secrets,’ or something like that.” Fluttershy tugged a strap with her teeth, securing the scrub brush to her hoof, before dipping it into the water, swirling around. “If you sit, at first, it might, uhm… help, I think.”

There was a yelp when Scootaloo did just that, the water quite a bit warmer on her new parts than she anticipated. “Oh! Wow! That’s toasty,” she panted. However it wasn’t too hot, and she soon found herself acclimating, letting out a sigh as the warmth of the fragrant water seeped into her bones. With a splash, Fluttershy lifted her brush from the water, and started to scrub the filly down. Normally, Scootaloo didn’t care for baths. But this time around, she felt sweaty and itchy and grimy, so the water soaking into her coat was refreshing and welcome. And the feel of the soft-bristled brush working against her skin was simply wonderful. She let her eyes close as she fell into a content, relaxed state.

Fluttershy carefully washed the smaller mare, paying special attention behind her ears and between her wings. She took the filly’s sighs and shivers as a good sign, and paused only enough to re-dip her brush. “Is it working?” she asked in a soft voice, almost afraid to break the others’ reverie.

“Uh, huh? Is what… Oh…” Scootaloo came back to reality and gulped. “Uhm… No. In fact, I… I think there’s even more of it now, Fluttershy!” Her voice had a little tremor to it, and she stood in the bath, turning a circle, unable to see anything due to the soap bubbles.

“Calm down, Scootaloo, calm… down…” Fluttershy gestured ‘down’ with her hooves, large blue eyes earnest. “It’s okay. Maybe we, uhm, just need to… that is…” she waggled the brush-bearing hoof “with your… on the…”

Scootaloo cut her off. “Okay, yeah, good idea. Just… Hurry, okay? “ She turned her rump towards Fluttershy and presented, lifting her sodden, soapy tail aside.

The other Pegasus’ eyes widened. Before her was the lean, warmth-flushed rump of a young filly, the sleek coat flecked with soap, and at the apex of her thighs, a loose, smooth sack holding to heavy, dangling orbs, above them the soft crease of a mare’s sex. Fluttershy gulped and spoke with a nervous voice. “O-okay, this might feel a, uhm, a little funny, Scootaloo…”

Scootaloo braced herself against whatever weird sensation was coming up next. Her teeth gritted together, her ears flattened back… and then the delightful sensation of the soft, warm brush very lightly petting her nethers reached her brain. If the feeling of it scrubbing her coat had been delightful, this was exquisite. The delicate bristles scratched tiny itches she hadn’t noticed before, and tickled everywhere else, leaving a pleasant tingle in its wake.

More than that though, the gentle jostling of her new balls made her feel… warm. Like something was starting to happen. She was about to ask, when Fluttershy shifted the brush up, swirling against her mound and the pucker above it. Without thinking, Scootaloo leaned back with a quiet moan, feeling that heat spread and grow.

“Oh! I didn’t hurt you, did I?” Fluttershy’s voice came from behind, laced with concern. “It can be a pretty, oh, uh, tender area…” Fluttershy smiled to herself, admiring the sight before her, from the taut, rounded balls, to the fresh pink pucker beneath the filly’s tail and the soft mound with its inviting slit between. She squirmed, taking a steadying breath as she felt the moisture against her own inner thigh

“N-no, Fluttershy.” Scootaloo gulped as she returned to the bath from wherever her mind had been floating. “It feels nice, actually, and I think something might be huh, hah-happening…” She stuttered as the light scrubbing continued

For just the moment, Fluttershy paused her bathing, carefully cupping the twinned organs “Oh… Do you think so?”
There was a quiet moment, a little splash, before Scootaloo gasped and went rigid. “Oh! Oh no no no no nonono! It’s not working at all!”

“They do seem to be staying put, don’t they?” Reluctantly Fluttershy released the now-trembling filly. “…Scootaloo?”

“Not just that; it’s getting bigger! Oh man, oh no, what if I end up stuck like this? What if I have to hang out and chew alfalfa like Big Mac and his buddies?

“Calm down, calm down…” Fluttershy’s soothing voice didn’t seem to be having any real effect on the flustered pegasus, but she persisted anyway

“What if I step on it?!” Scootaloo’s voice steadily rose in pitch as crazy scenarios started to fill her head.

“Scootaloo!” Flutterhy’s surprisingly sharp tone caught the filly mid-ramble, and she turned to regard the other pegasus. “It’s okay. It’s perfectly normal, when your… Oh, well, I guess it’s not normal for you, but that Is, I mean, when you’re… it gets… uhm…” Fluttershy’s cheeks felt like they were on fire with the blush that was coming over her as she descended into mumbling.

Scootaloo gulped, waiting expectantly, but Fluttershy didn’t seem to be snapping out of it anytime soon. Exasperated, the filly hopped out of the bath, still covered in suds and dripping fragrant water all over Fluttershy’s hardwood floor. “Well, I don’t care if it’s normal or not, just… How do I make it stop Fluttershy?”

Fluttershy chewed her lip, uncertain of how to answer. She never had a chance when suddenly Scootaloo shook, sending a spray of water and soapsuds everywhere. When she recovered from her sudden drenching, she found herself captivated; the sleek young pegasus was panting softly, wisps of steam floating from her skin.

But more than that, jutting stiffly from underneath the filly was a shaft of rigid shaft, the soft, most skin of it a flushed pink near the slightly flared knob, grading to the darker off-orange of Scootaloo’s coat where the organ emerged from its sheath. Fluttershy’s breath caught when the organ gave a throb, a dribble of clear fluid dropping from the tip; suddenly her mouth felt very dry. “Well. Uh, Scootaloo, there’s… there’s a really easy way to… to…” gulp. “To calm things down.” She trotted over to the low sofa and thumped the cushions with a hoof. “Come over here and lay down, and I’ll do what I can.”

Scootaloo started to trot over, odd expressions crossing her face as her new bit bounced around like a counterweight. “I hope it works better than the bubblebath.” A quick glance at Fluttershy showed the yellow pegasus giving her an odd look, so Scootaloo offered an apologetic smile. “But I appreciate it anyway!” From some strange impulse, she kissed Fluttershy’s cheek, making the older mare squeak. With a hop and a wing-flutter, Scootaloo was settling on the sofa

After a bit of a jostle however, it was plain that lying on her belly just wouldn’t do the trick. Scootaloo shifted around to lean on her side, hips cocked. For the first time, she saw what she was packing. Her eyes went wide. “Oh… wow…”

“Wow,” affirmed Fluttershy quietly.

“Would you look at that?” Scootaloo’s tone had a note of curiosity to it as she studied herself.

“I’m looking…” came Fluttershy’s breathy response.

“It’s actually… kinda neat,” the filly mumbled, giving the swollen organ a light poke with her hoof, sucking in a soft breath and giggling at the bounce that caused. She cleared her throat, looking back to Fluttershy “I mean… I still want to get rid of it, but… Do they all look like this?”

Fluttershy gulped, lifting her eyes from Scootaloo’s protuberance, and offered a bashful smile “Oh! Uhm, some look nicer than others. I guess, that is, I mean…” she trailed off into an embarrassed mumble.

“So… How are you going to get it to go back to… normal?” Scootaloo squinted one eye, realizing that maybe ‘normal’ wasn’t the right word. She looked from her swollen length to Fluttershy. Something in the way the other pegasus was looking at her caused Scootaloo’s heart to flutter, and that heated shaft gave another throb. “Uh, Fluttershy?”

Fluttershy had leaned in closer, breathing in the pleasant herbal scent of the damp filly, and under that, the clean, warm scent of her bare skin. Her blue eyes darted up to look Scootaloo in the face, before she planted a delicate kiss to the tender skin below the shaft’s head. The foal’s wide-eyed gasp made her grin. “See? It’s just like kissing a hurt.”

Scootaloo’s breath was coming a little faster as she gazed down at the pegasus. “Well, except for the hurt part. That… That was kind of neat, too.” She nervously chewed the back of her lip, shifting around on the sofa. A low groan escaped her as Fluttershy took this as encouragement and began peppering tiny kisses all along the sensitive cock.

For her part, Fluttershy was in heaven. The little squeaks and gasps the filly was making delighted her senses, and the feel of the soft, hot skin against her lips was like nothing else. She needed more, though. Never looking away from Scootaloo and her look of surprise and pleasure, Fluttershy pressed her tongue to the base of the cock, and took a long taste, licking all the way up to the flared head, lifting away a clear drop of salty fluid.

“Oh wow, oh wow,” Scootaloo panted, staring at the pleased-looking pegasus. Her erection hadn’t even come close to going away, but suddenly that hardly seemed important. Suddenly her whole body was very warm, even the dampened skin of her cock. Instead of the shy and sort-of goofy pegasus who raised toucans, Scootaloo was seeing a soft-eyed and beautiful mare who wanted to … to what? Scootaloo gulped, feeling her heart bounce around behind her ribs.

“There, doesn’t that feel nice?” asked the yellow mare, brushing her lips back down to the small fold of skin Scootaloo’s shaft emerged from. “Just relax, and let Fluttershy help…” Her lips went lower, kissing and nuzzling the smooth skin around the filly’s small balls, before nestling beneath them. Fluttershy moaned at the tantalizing aroma of the warm filly, the bath’s scents, and the fresh, spicy scent of her arousal.

“Flutt- ooooh, wow, Fluttershy, it’s not… going… uhhhhm…” Scootaloo’s train of thought stopped abruptly as she felt a soft and warm probing at her female parts, her eyes drifting closed with a soft moan when the other pegasus’s tongue nestled between her folds with soft licks. If the attention to her new organ had been wonderful, this was fabulous. She raised her forehooves, pressing against the sofa’s armrest, and widened her legs, her body instinctively offering her heated, wet sex to that eagerly-exploring tongue.

“Mmmmmfle, mm…” was Fluttershy’s response to the feel of Scootaloo pressing to her mouth. The taste and sounds of the young filly filled her senses, overwhelming her. Bringing her hooves up, she held the filly’s thighs, nuzzling at the soft mound before probing deeper, seeking the rich sweetness of the other Pegasus’ depths.

“F-f-fluttershyyyy,” Scootaloo whipered, pushing her hips forward. She could feel her own muscles squeezing, trying to capture Fluttershy’s tongue as the mare slipped it into the tight passage, swirling and tasting. She bit her lip, opening her legs wider, her hips rocking as she almost instinctively tried to feel more inside.

Instead, Fluttershy pulled away, letting out a soft groan of her own. Scootaloo whined, opening her eyes and giving the older pegasus a petulant pout “Wha-, why… why’d you stop?” She knew she was whining, but the occasion called for it; she could feel her insides fluttering, aching for more of that attention, and there was Fluttershy, just looking so smug.

“Oh, I’m sorry!” Fluttershy murmured, “I must have gotten distracted.” She gave a teasing smile to the orange filly, giggling at her pout. “I was supposed to be working on this, wasn’t I?” She brought her hooves up, cupping them around the base of the shaft. Holding Scootaloo’s eyes with her own, Fluttershy lowered her head, planting a kiss to the plump head, then another, before licking away a clear string of silky fluid from her lips, parting them to slip around the knob.

Scootaloo’s breath caught in her throat at the sensation. The warm moistness of Fluttershy’s mouth was exquisite, but it was the feel of her velvety tongue, swirling and flicking that sent shivers and trembles through the filly’s body. The annoying protuberance felt even more rigid now, and somehow, not nearly so bothersome. Scootaloo’s breath came in quick pants as she felt something begin to tighten and squeeze. “Fluh, fluhmmmm… Fluttershy, something, hum, happen… Ooooh…”

Fluttershy giggled around the mouthful of hard, warm flesh in her mouth, massaging the base with her hooves. She was lost in the moment, suckling and tugging on the sweet-scented organ, reveling in the heat of it, the salty-slick taste of the filly’s precum, the throbs and twitches and groans. Looking up again, she saw Scootaloo’s dazed and unfocused expression, the rapid rise and fall of her chest. Giving a swirl of her tongue around that tender knob, she sank down again, taking the shaft as deeply as she could.

That was it for Scootaloo. The feel of Fluttershy’s lips squeezing around the very base, her tongue rubbing against the medial ring, and best of all, the tight, squeezing feel as the mare gulped at the head and just beyond, all combined to form an explosion in Scootaloo’s head. Her body went stiff and for a moment her breathing stopped, before she cried out, head throwing back against the arm of the sofa. She felt different muscles clench and pull and finally send hard, jerking pulses up through that shaft, each throb bringing a new wave of bliss and relief.

Fluttershy kept her lips in place, her face reddening as she watched the filly spasm and pant. The feel of the lovely organ throbbing in her mouth, sending its warm splashes into her throat to be gulped down brought a shiver to the mare’s spine.
She closed her eyes, drawing her mouth away, slowly, so slowly, catching one final small spurt on her tongue, savoring it before letting the shaft pop free. She climbed onto the sofa, gathering the trembling filly close to her, pressing a kiss to her cheek. “There, do you feel better?”

It took a moment for Scootaloo to realize she was being spoken to. She turned her head, nuzzling against the other pegasus, having a sudden desire to cuddle “Oh Fluttershy, that was the best thing ever,” came the breathless response. “How’d you learn to do that?”

Fluttershy squirmed at the feel of the warm little body cuddling into her, breathing against her neck. “Oh, it’s just something I picked up…” She gave a nervous little laugh, her hoof stroking Scootaloo’s belly, before stopping. “Oh my…”

“Hmm? What is…?” Scootaloo pulled her face away from Fluttershy’s neck, following her gaze, to the length of flesh. For just a moment it had relaxed, falling against Scootaloo’s thigh, but now it was climbing back up, the aching hardness returning as once again it swelled to its full girth. “Oh, come on!” Scootaloo complained, before looking to Fluttershy.

“Don’t worry, “ came the soft-voiced reply. “I have another idea…”

Sweetie Belle’s green eyes were wide as she peered through the window of the cottage. Scootaloo hadn’t been hard to follow, and Sweetie Belle had planned on asking the older pegasus for help anyway. But this was… a surprise. She couldn’t pull her eyes away from the show she was unintentionally getting, her own breath coming in soft pants as she watched her friend squirm, heard her groans and pleased cries.

When Fluttershy climbed onto the sofa with Scootaloo, the unicorn finally ducked away from the window, panting for breath and feeling extremely warm, a curious dampness and pleasant throb in her nethers. She squeezed her eyes shut, trying to make sense of it all; was Scootaloo a boy? Were she – er, he? – and fluttershy special someponies? Why couldn’t she get the image of her friend’s saliva-wet, flushed-pink boy-part out of her head?

She took a few more steadying breaths, and was just about to sneak away, when some new noises from within the cottage caught her attention. Glancing back to the window, she gulped and whispered to herself.

“Well, since I’m already here…”