Hollowbat

by Brony_Stalmaster

Rating: mature
Tags: Fluttershy, Crossover, Sex, Anthro, Applejack, My Little Pony: Friendship is Magic, Dark, Angel, Romance, Braeburn
Length: 37182

One night during a crescent moon, Fluttershy has a strong craving for apples, turning her into Flutterbat. But the transformation does more than revert her; it changes her into a masked monster. And now Braeburn is stuck in the barn with it.

Welcome, to my first published piece on FIMFiction.

10/26/2016 Update: Final chapter has been re-written and published, the story is now, for all intents and purposes, complete. Again, thank you for your patience and understanding.

One night during a bright crescent moon, Fluttershy's self-doubt and worries that Braeburn might not share the same feelings of love towards her blends with her old cravings for apples, and the colliding forces within her forces her to transform into....something. It is neither Flutterbat nor monster, but something that dances within the grey; Hollowbat. And she has a voracious appetite for apples when Braeburn just so happens to be awake when she raids the Apple family barn. Will Braeburn survive, or will he be unable to tame the nature of the beast and save Fluttershy?

Contains BLEACH references, but nothing specific; only descriptions, no names or titles that are used from the actual anime, the exception being the title and Flutterbat's transformed state for a few paragraphs. Hence, the "crossover" tag, just to be thorough.

Also, I can't emphasis enough on the fact that this. is. clop. It may evolve into a more complicated story, but until then it's first and foremost dirty, dirty clop.

Published 2015-09-01 20:10:02 UTC
Last updated 2016-10-27 02:16:22 UTC

Prologue + Transformation

Author's Note

So there's something I want to mention before you start. Originally I wanted to post the whole thing up to the end of the 3rd chapter in one go. But as I perused around the sight, I noticed two trends that influenced me to change tactics. The first is that most stories that I've read don't exceed more than 10k+ in word count per chapter, and the second is that, personally, if a chapter has more than 9k+ word count, it's hard to read to the end. So, with that said, I hope you enjoy this Prologue, and inspires you to read on. :yay:

Prologue + Transformation

Fluttershy hummed to herself happily as she went about her small cottage, feeding the many various animals that either took shelter or refuge there, or came to call it home as she had. She hovered along as she filled one bowl after another with the various foodstuffs that each species partook of from the several bags she carried; small pellets of grains and other compressed vegetation for the hamsters, bunnies, and mice, larger pellets made from various meats and fishes for the ferrets and other like predators, and seeds for her many bird friends. Though it may have looked like a chaotic shuffling in-between feeding stations to anypony else, for Fluttershy it was just as much a routine as waking up and breathing for her, and she enjoyed every moment. Yes, it may be hard work, trying to feed so many by herself, but seeing the beaming faces of all of her animal friends had always made it all worthwhile, day after day after day.

But sometimes, running and flying around trying to feed the more needy and demanding animals would leave her little time to take in her current situation and surroundings, and often forgetting things only to remember them at the last minute. Such was the case now, as she tried to calm down a small murder of crows that decided to suddenly appear that morning and roost in one of the rafters, which she had to fly up to to each when they refused to come down.

"Now now, Mr. and Mrs. Crow," Fluttershy said softly, her sternness showing only so much through her natural timidness, "No need to be so rude. Just give me a moment, and I'll be right back with some nice, tasty, crunchy sunflower seeds for you."

The two crows cried out several irate caws, clearly sounding rather impatient, before Fluttershy gave a weak sigh and allowed herself to hover back down towards the ground and touch down. She then made her way to the nearest pantry where she kept the various forms and bags of seeds and opened it, humming a little to herself as she went down each shelf of seeds, trying to find the bag of sunflower seeds she knew she had stored there. When she finally found the bag she then reached out to pick it up, putting a little more of her strength into what she was expecting to be a heavy bag, only to nearly toss it over her shoulder when she found out how light it was. She then looked at the bag curiously before giving it a weak shake, expecting to hear some rustling of at least some seeds, but heard absolutely nothing.

"Oh dear," she muttered, opening the bag and looking inside to visually confirm that she was, in fact, flat out of sunflower seeds. She then closed the bag before turning around and flying up back to the two eagerly waiting crows, looking just the slightest bit of guilty. "Um, I'm really sorry, but I'm all out of sunflower seeds. Do you think I can I offer you some other kind of bird seed? I mean, if it's okay with you."

The two crows then began to squawk and caw angrily, letting loose a torrent of black feathers into her face as they flustered and flapped their wings haphazardly. Fluttershy managed to open her eyes through the thick layer of black feathers that covered her face, then let out a drawn out sigh, hanging her shoulders in defeat from being unable to convince them otherwise.

"Oh, okay then," she sighed, then waved off the feathery mask. She straightened herself up before looking down and hovering back down to the ground, tucking in her wings in partially as she went straight for her closet to pick up her burlap messenger bag. She tucked the empty seed bag into her burlap one, then unfurled her wings as she glided across the room to pick up her white lace sandals with a butterfly motif in the center. She quickly slipped them on, then made a mental check-list to make sure she didn't forget anything before heading towards the door. She paused just as she opened it, then turned to face the single white rabbit that sat on her couch, it's little arms crossed in a huffy manner while his foot patted the padded fabric.

"Angel, you're in charge until I come back," she said, and with that she closed the wooden door behind her before turning around and unfurling her wings fully, giving them a hard flap as she took to the air and flew towards the one friend she knew who would have a surplus of what she needed. "I just hope she isn't too busy..."

~~~~

Over at Sweet Apple Acres, Applejack and Braeburn were working their tails off as they sorted and stacked away their last haul of apples from the fields for that day, as well as variously sized sealed barrels that contained apple cider, both the regular and the hard variety which needed to brew in the warm barn to ferment.

"Hoo, whee," Applejack whooped as she wiped away the sweat from her brow. She then turned to her cousin, tipping her signature hat to him in thanks. "Thanks again fer comin' all they way up to Ponyville to help out, Braeburn."

"Anythin' fer you, cuz," Braeburn replied, setting down the heavy wooden basket of apples he was carrying next to the large stack already in place. He then straightened up before he clapped his hands together, knocking away the dust he accrued, as well as trying to get back some feeling into his hands. He turned to face Applejack, giving her a warm smile. "Ah just hope Big Mac gets better soon. Bu' didn' he injure himself like this the last time y'all brought in harvest?"

"Eeyup," Applejack answered, giving a light nod to further message her agreement, as well as a small smirk, "But this time 'round, Ah didn't wait until the last minute tuh ask fer help fer the sake of mah pride. Ah have mah friends tuh thank for that lesson."

"Welp, sounds like you gots some mighty fine friends, AJ," Braeburn said. He then turned and looked up to the mid-afternoon sky, taking in the wonderful weather they had, when he noticed something flying in their direction. He then squinted his eyes a bit, trying to cut out some of the blinding sunlight, and recognized the figure as a pegasus mare flying their way. But as she came closer, Braeburn noticed that it wasn't just any mare that was flying their way, but one of Applejack's friends, Fluttershy, and a small smile crept onto his face. "Well now, speaking of yer friends, AJ, looks like one of 'em's comin' to pay y'all a visit."

No sooner did he mention one of her friends Applejack was already stepping out of the barn and standing right next to him, looking up at the sky as she witnessed Fluttershy fly closer before touching down a few paces away from them. Fluttershy took the moment to fix her hair, straightening it out with her hands, as well as straighten the skirt of her green summer dress and her pink and white lace summer jacket, before approaching them.

"Well howdy, Flutters," Applejack greeted her, raising her hand in greeting towards her.

"Hi, Applejack," Fluttershy whispered casually, answering Applejack's greeting with her own, before her attention shifted to Braeburn. Almost immediately she went back to her usual, timid self, but she did so out of bashfulness rather than fear, if her soft blush wasn't enough to describe so, as she lightly twirled the end of her hair with her finger. "Um, a-and hello to you, too, Braeburn." she muttered softly with a smile. Braeburn couldn't help but smile a little back before tipping his hat to her.

"And a fine afternoon to you, Miss Fluttershy," he said, his voice soft and caring.

An awkward silence then came over the three ponies, though the only one who noticed it was Applejack. Both Braeburn and Fluttershy were lost in their thoughts as they looked at one another, though for Fluttershy it was more or less taking quick glances before staring at her feet while Braeburn boldly took in the entirety of her image as he stared at her.

Miss Fluttershy's still lovely as ever, he thought, his smile growing a little, Makes a pony wonder how such a beauty doesn't have a special somepony yet. Ah wonder if Ah should finally tell her? Aw, why would a pretty young thing like her be interested in some farm pony like me?

Braeburn is here? Fluttershy thought to herself, her heart nearly pounding out of her chest, Oh, if only I had known earlier... Maybe I could've worn something nicer? Oh, but I don't want to seem like the kind of mare that has to be flashy to get attention. Still, I wish I could tell him how I really felt about him...

The prolonged silence was eventually broken when Applejack cleared her throat, pulling the two star-struck lovers out of their thoughts. Both Braeburn and Fluttershy blushed a bit, she going a darker shade of pink than him, before she turned her attention back to Applejack.

"So what brings yuh this way, Fluttershy?" she asked.

"Oh, um, right," Fluttershy muttered, "W-Well, you see, I was busy feeding the animals when I found out that I ran out of sunflower seeds. I was just wondering, and if you don't that's fine, if you had any extra you weren't using that I could take? I mean, if that's okay..."

"Well o' course you can," Applejack said rather enthusiastically, then motioned her thumb over her shoulder towards the interior of the barn, "The bag o' sunflower seeds is in the back, next to the stacked barrels of cider. It's big, so it won' be that hard to miss."

"Oh, thank you very much, Applejack," Fluttershy said as she gave her friend a hug, then retreated a bit to look her in the eye. "I promise to take only what I need."

"Well, help yerself," Applejack said, then lightly patted Fluttershy's shoulder before she parted and skipped into the barn. As she did, Applejack turned to look to Braeburn, only to catch him having his gaze focused squarely at Fluttershy as he stared off into space with a goofy grin, and she couldn't help but develop playful smirk. She then approached him as she took a spot to his immediate left.

"Fluttershy's one pretty mare, right cuz?" Applejack said, throwing him a small glance from the corner of her eye.

"She sure is," he replied dreamily, only to finally snap out of whatever trance he was as shock came over his face, "W-Wait! A-Ah mean, sure, she's pretty! No wait, wh-what Ah meant was...daw shoot!"

Applejack gave a light chuckle at his bewilderment, then playfully slapped him hard against his back with her open hand. "Aw, Ah'm just teasin' ya." She then came closer to him, nearly toe to toe with him, before she continued, "Don' think Ah haven' seen the way yall've been ogglin' over each other since Appleloosa, Braeburn. When are ya gunna finally pony up and tell her how y'all feel already?"

Braeburn bit his lower lip, then let out a sigh in defeat as he rested his hands on his hips. He knew he couldn't walk away from his cousin now, so he may as well carry the conversation for what it's worth, then end it promptly.

"Look, cuz, Ah know yer just tryin' to help," he said, "But it's just that...Miss Fluttershy's jus' so dang beautiful, and Ah'm just...." He sighed as he took his hat off to wipe the sweat from his brow. "She could do so much better than me, Applejack. Ah'm stallion enough to admit that." He then slipped his hat back on, staring off towards into the barn to the last place he saw his dream girl. "Still...Ah wish Ah had the nerve to ask her out for just one night...show her a good time an' everything." With that, he turned back to the dirt road that led through the apple orchard ahead. "Ah'm gunna go and get another basket. If Ah'm not back before Miss Fluttershy comes out, give her mah regards." And with that said, he made his way back into the orchards, leaving Applejack quite bewildered herself as she shook her head in mild disappointment.

Fluttershy went from skipping to a slow walk as she looked around the slightly dimmed interior of the barn, trying to find the large bag of seed that Applejack directed her to. Remembering her prior directions, she made her way all the way to the back of the barn, passing the stalls that were laid with fresh hay for whatever animals that chose to sleep inside, until she could go no further. She looked around more, and sure enough, off to the left and leaned up against a tall stack of square-baled hay was the bag of sunflower seeds. She casually walked up to the already opened burlap bag, and was rather impressed that the bag itself was nearly as tall as herself.

"I guess Applejack wasn't joking when she said I couldn't miss it," she muttered to herself.

She pulled out the small empty bag for her sunflower seeds from her burlap messenger, then picked up a nearby spade and began to fill it from the larger bag of seeds, one scoop at a time, humming to herself as she did. Within a couple minutes' time, she had her bag filled to the brim with a fresh stock of seed and knotted the end of the bag up before stowing it back into her messenger. She was about to turn away and head back out when something caused her to stop dead in her footsteps, as her nose picked up a whiff of something sweet. She sniffed a couple of times, the sweet, intoxicating aroma forcing her to come about and face the stack of baled hay again as she followed it. She couldn't explain why, but she could tell that whatever she was smelling, it was coming in that direction, and so she continued to follow her nose until she rounded the stack. It was there that she found Applejack's storage of apple cider, cased in barrels about the size of her torso, and stacked from earthy ground to the high rafters. It was also there that she made the connection that what she was smelling was the cider inside, and when she rounded the corner the aroma grew nearly ten-fold as it assailed her senses.

Fluttershy was in a state of trance as her eyes grew wide and her jaw dropped, dropping her burlap messenger as she remained spellbound to the spot. She then noticed herself beginning to salivate heavily, enough where she had to lick her lips in order to stem back the flow, as well as a powerful, growing hunger for apples, the urge beckoning her to try and pry one of the barrels open and drink from it. She must've stood there for minutes, but to her she felt as though she was there for an eternity, lost as her mind and vision began to slowly fade to black, her hunger and urges growing stronger to steal from her best friend.

"Hey, Fluttershy!" Applejack called out, and snapping Fluttershy out of her trance and back to her senses, "Y'all alright back there? D'ya need me to come back there?"

Fluttershy shook her head, trying to clear out the haze she was surrounded by, then looked around herself in wonder before answering.

"Y-Yes, I'm okay," She answered, her volume higher than normal yet managed to whisper, "I-I'm just coming out now." And with that she quickly picked up her bag and shuffled out hurriedly, but not before she stopped once and looked over her shoulder and back to the corner where the stacks of cider lay.

"Well there ya are," Applejack said, "Ah almost had tuh come in there lookin' fer ya."

"Sorry," Fluttershy said meekly. She then brushed back a strand of her pink hair aside before looking around and back to Applejack. "Where did Braeburn go?"

"He said he was goin' tuh grab a basket or two back in the orchard," Applejack explained, "He said tuh give you his regards."

"Oh," Fluttershy answered rather sadly, and she looked to her feet as she shuffled a bit, "Well, please let him know I said the same."

"Ah can do that," Applejack said warmly, giving a nod in confirmation. Fluttershy gave a nod back before slinging her messenger over her shoulder.

"And thanks again for your seeds. I just hope I haven't kept Mr. and Mrs. Crow waiting too long."

"Anytime, sugarcube."

Fluttershy gave another weak nod before she unfurled her wings, then took off back towards her home. Applejack brought a hand to her forehead as she watched her lovestruck friend fly away, then sighed as she shrugged her shoulders.

"Ah really hope Braeburn grows a backbone before you're taken, Flutters."

~~~~

Celestia's sun had set moments ago, and Luna's beautiful moon was just beginning to poke up from over the horizon when Fluttershy managed to finally get Angel to take his evening bath. While most, if not all, of the other animals loved to receive baths from her, Angel was always the opposite, sometimes going to extreme lengths to avoid bathing. But no matter what, Fluttershy always had the upper hand, and tonight was no exception as she gently toweled off the now freshly bathed Angel as she sat on the edge of her bed while he sat on her lap.

"There you go, Angel," Fluttershy said softly, a tinge of pride in her tone, "Now don't you feel nice and clean?"

Angel simply huffed and crossed his little arms, pouting the whole time. Fluttershy only gave a small giggle to his small rebellion, because she knew Angel well enough that, while he didn't like baths per-say, he did enjoy getting pampered with her attention. Even if it meant having to go through a bath to get it. When she was done drying him off, she then proceeded to put little curlers in his tail, knowing that he loved that the most, and she loved doing it as well because it would make his tail all fluffy and pretty. After placing in the last roller, she then picked him up and set him to her left side, where he shook a little in an attempt to un-matt whatever fur Fluttershy dried, even though there really was no need.

"Okay, Angel, you're free to go. Just remember to keep those curlers in, or your tail won't fluff properly."

Angel didn't respond conventionally, deciding to turn around and crawl closer to the center of the bed, where he splayed himself out in relaxation, but she knew that he wouldn't do anything to mess with his tail being fluffed perfectly. Fluttershy giggled a bit at the sight, then stood up from her seat on the edge of the bed and reached upward and stretched, feeling the tension leave her shoulders and back. With Angel now bathed, that meant she had washed and dried every animal that needed one today, and now she could finally take one for herself.

She pulled off her summer jacket, setting it neatly on the edge of her bed, then flitted through her mane a bit before crossing her arms and hooking the spaghetti straps of her summer dress with her thumbs, pulling them over and down her shoulders and letting it fall around her ankles, exposing her matching teal butterfly motif bra and panties, as well as her Cutie Mark that was apparent on either cheek of her flank. She began to hum a little to herself as she stepped out of the ring of fabric, picking it up and setting it aside next to her jacket before making her way into her bathroom and closing the door behind her. She then made her way towards the large wooden bath that was carved from the same wood as her cottage was, and twisted the water knob labeled "Hot" halfway, letting the water flow freely, then turned the one labeled "Cold" just a bit, so that the water wouldn't be too hot when she finally stepped in. As she let her tub fill she turned her attention to the last articles of clothing she wore, pulling her long, pink mane over her right shoulder before reaching back and unhooking her bra.

The moment her bra came undone Fluttershy felt like she could breathe freely again, her breasts now free from their confines, and she slipped the straps off her shoulders, discarding the piece of neglige aside gently on a nearby stool. She pushed her hair back over her shoulder, letting it cascade down her back, while gently massaging the top of her chest with her left hand while feeling through her mane with her right. Fluttershy took the moment of freedom to breathe in deeply, her breasts rising and sinking with her chest, before running her hands down the length of her sides to the elastic of her panties. She hooked her thumbs through either end of the waistband, then gave her hips a little shake as she shimmied out of them and stepped out of them one leg at a time, then set them next to her bra. Though she would never know, the entirety of the moment of her undressing was one that almost every teenaged colt dreamed of. But in this very moment, Fluttershy's mind was more preoccupied on one other thing, or rather, one other pony. She turned off the water once her tub had been filled to the level that she wanted, then climbed up the three wooden steps that were carved from the side of the wooden tub and dipped her toes in. She cringed a bit at the heat, but after testing and re-testing the waters, she eventually found herself able to emerse herself and to sit comfortably in the heated waters.

Fluttershy could feel her tired body quickly slipping into relaxation as she rested her head on the back of the tub, her muscles slowly easing their tensions, and she felt as though she could simply float away. But as relaxed as she was, there was still one thing that nagged at her mind, and as she lay there in the warm waters her mind allowed it to consume her thoughts. Fluttershy stared up at the ceiling of her bathroom, but no matter what or where she looked at, she would always see his face. Braeburn's face. She took in a long breath and sighed, almost whimpering, as she replayed the day's prior events, focusing heavily on the farm pony himself, or more specifically his body. Her cheeks grew warm as she thought about his physique; those toned, muscular arms that would hold her close and never let go, that chiseled, lean chest she could rest her head upon like a pillow every night happily for the rest of her life, and his warm, inviting smile that would assure her that everything would be okay. Fluttershy's breathing was becoming heavy, her body growing sensitive as her hands began to run up and down the length of her frame. There was no arguing about it with herself anymore; she wanted Braeburn, she needed him, possibly in the worst way possible, for as long as she's known him but was too afraid to take him. And how could she, being the shy, timid pegasus she has been for all her life? True, she may have scolded down a dragon, but that was a different matter entirely in her desire for the farm stallion.

Her breathing hitched when she felt her hands gently take hold of her breasts, having almost forgotten that they were acting on wills of their own on behalf of her wanting body, then let out soft whimpers when they began to massage her breasts gently. She hesitated for a moment, looking down at her double-D cup breasts, and immediately pouted a little. Despite their size they were remarkably -and some might even dare say perfectly- perky and rounded, as if by Faust's grace gravity had no power over them. Because of this, she's been the silent envy of every filly and mare, and the most desired female among colts and stallions ever since she began to blossom at a young age, her timid and withdrawn nature making her all the more alluring to the males and even some females. She was just grateful that Rainbow Dash and her other friends didn't share the same scorn for her bust and figure as the other mares, even encouraging her that she should be proud of her "assets". But even with their support -and indeed, once she began to truly believe in her friends's encouragements, she grew more daring by wearing slightly less and less clothing when the seasons permitted- she still had those small bits of doubt that have always lingered with her.

Does he even like big breasts?, she wondered, and her mind ran with all sorts of questions. What if he does? Could she use them to seduce him? Would she even have the nerve to actually do it? But what if he doesn't? What if he hates large breasts altogether, preferring smaller ones? Fluttershy pouted even more, her doubts and frustrations getting the better of her, before she resumed to massage her own breasts.

I-If he doesn't like big breasts, she thought, Then....then I could make him like them! She let out a defeated sigh at her own thought, though her hands continued their work. Oh, who am I kidding? I can't play the seductress to save my life. That's always been Rarity's thing.

She then shook her head a bit, trying to shake off those negative thoughts. She knew that thinking those thoughts weren't going to help, they would only make things worse for her self esteem. To her relief it helped some as her mind returned to the thoughts of her Braeburn, and as her massaging ever so slowly grew more intense, her imagination for him slowly began to turn lewd. During the light of day, she would have fantasies on a daily basis of living in some small town like Appleloosa with him, or in a secluded glen with a cottage all to themselves, though there was nothing sexual about them. They would just live happily, sharing wonderful memories as they grew old together, their love just as strong as the day they confessed to one another even to the bitter end. But tonight, those very fantasies were not so naive or innocent, as her quickly arousing body began to cloud her mind with more mature images and concepts. True to the timid pegasus's nature, they started out fairly soft; a hug from behind, a little playful nuzzling here and there, and an intimate kiss. But then things would get more intimate, as she fantasized Braeburn taking things one step further by gently cupping one of her breasts in his hand, trailing his fingers along and around the huge mound of flesh.

Fluttershy's cheeks went red at the thought, as well as letting out a soft mewl as her own hand helped solidify her fantasy within reality by recreating what she was seeing in her mind's eye. She closed her eyes and focused hard on her new steamy fantasy, trying to take in as much detail as she could. After playing around with her breast for a bit, Braeburn would have the very hand that had sullied her tit trail down her body, her own hand recreating it faithfully, until it reached the hem of her dress, where he'd pull it up, exposing her slender legs, and his hand would disappear underneath and into her wettening panties. She let out a small moan when she felt her fingers trail over her pussy, but in her mind she was deaf to even herself as she believed it to be Braeburn's hand that was now sullying her marehood. She let out soft sighs and moans as her fingers worked at her folds, soft and slow just like she knew how Braeburn would do it, her fingers on the strings of her lover's that tended to her so affectionately within her mind as they mimicked every motion. She let out more moans as she imagined him nuzzling her neck, leaving a trail of soft kisses up and down her skin before coming up and lightly nibbling at her ear, whispering sweet-nothings to her that she couldn't place into words, but knew that the passion carried on his voice.

Her fingers began to rub at her marehood more, her desire to be touched more and in such a way that they were no longer being held down by her steamy fantasy, as they, too, began to evolve and advance into more. Fluttershy let out a heated moan, almost a sigh, as her fantasy quickly shifted to having her and Braeburn in what she would guess to be a barn, if their bed of hay was any indication, as they kissed and touched each other more feverishly, hungrily, both parties being more than ready to take things to the next step as they explored one another. He would be on top of her, his hands trailing all over her and sampling every corner of her fur and flesh, giving her goosebumps, before he would take the hem of her dress and start pulling it up. She let out a yelp when she felt a finger slip into her, then let out heavier moans as she began to work it in and out of her love tunnel as her Braeburn would strip her of her dress, exposing her all to him since she would wear nothing underneath, just for him. He would then ravage her large breasts, partaking of her erect pink nipples one at a time with his soft lips as he groped and massaged them, sending herself into a whirlwind of pleasure as she groped at her own breast in much the same fashion she wanted to see him do.

Fluttershy squirmed within the bath, panting and huffing while she moaned as she neared a weak orgasm. She had then introduced a second finger into her marehood, thrusting and rubbing them faster and harder into herself while groping her breast like a madmare as she grew ever closer by the second. She imagined the moment of their union, when Braeburn would finally take his wonderful stallionhood and thrust it into her pussy, taking her long overdue virginity away, and make love to her until exhaustion took both of them. The thought alone of having the stallion of her dreams ramming his cock into her and taking away her virginity was enough to give the yellow pegasus that one final push, and with a weak squeal she thrust her fingers in as deep as she would dare and finally orgasmed. She tensed as she rode out the few waves of her release, before finally relaxing, panting and sweating from her endeavors as the image of Braeburn continued to dance within her vision and imagination while everything else faded away. As she came down from her orgasmic high, she once again allowed her self-doubt to sink in, and she sighed sadly as she lightly splashed her face with the slightly cooler water of the bath.

"Only just a fantasy," she mumbled to herself.

She let out another sigh before she turned and picked up the small bar of soap that rested on it's coaster off to the right, and proceeded to gently wash away the day's build-up of sweat and dirt from her arms. Even after pleasuring herself, Fluttershy couldn't get the image of her Braeburn away from her thoughts as she cleaned herself, almost half-wishing that he would suddenly appear at her front door and confess his unyielding love to her, and possibly recreating some of the less-than-innocent scenes from her more recent thoughts. But it was only blind hope, and she knew it.

A sweet colt like him probably already has a special somepony anyways, she thought, Probably somepony back in Appleloosa. Appleloosa...his home...

The hand that she was then using to lather her legs stopped dead at the thought of another mare being in his arms, and she felt as though someone or something gave her heart a weak squeeze as it sank into her stomach. She felt tears begin to well up in the corner of her eyes the longer she allowed the concept to linger in her mind, until a single tear managed to grow and trail down her cheek, collecting at the bottom of her jaw before falling into the bathwater below. She tried to shake her sadness away as she shook her head more violently, but the image of seeing him with another continued to linger, as well as the heartache that it brought on, and she could feel the tears starting to well faster. She sniffled a bit and tried to take her mind off of it by returning to her bathing, yet the pain and tears lingered like a nightmare right after waking up, and so after only a couple of minutes did she finally give up with a weak huff before rinsing herself off and stepping out of the bath. She picked up the nearby pink hanging towel from it's hook next to the wooden stairs, running the soft cotton over herself as she dried herself, giving her soft yellow wings a good drying as well before wrapping it around her chest and turning back to the tub, where she fished through the milky, soapy water as she searched for the plug. She managed to find it easily, pulling it out and letting the water recede as it drained from the bath, and she made her way down the small wooden stoop and towards her vanity across the way.

She picked up the bra and panties she had left on the nearby stool and set them on the countertop, and pulled the small wooden piece of furniture under her so she could sit. She then picked up her favorite pink hair brush from atop the counter and ran it through her mane, allowing her mind to drift as she enjoyed the soft comfort of her brush, but once again her self doubt and fears invaded her mind as she once again thought about Braeburn with another mare. Her brushing slowed some, the negativity of her betraying imagination weighing heavy on her feeble heart, and could feel tears once again beginning to well in her eyes. But then, out of nowhere a strange pulse rang through her like a bell, and she felt and heard the strong pulse ring from all around her, causing her to widen her eyes and her pupils to shrink in shock, and her ears to prick up. The pulse sounded like a heartbeat, as though it were right next to or inside her ears, and she could only compare the feeling of the pulse as it hit her to when she and her friends witnessed Rainbow Dash perform the Sonic Rainboom. But she knew it wasn't a Sonic Rainboom, she knew what that felt like. Whatever had caused the strange pulse, or whatever the strange pulse was for that matter, it caused the atmosphere around her to shift drastically. Where she once felt warm, safe, and comfortable in her own bathroom and home, now she felt nothing but dread, the air around her feeling thick, almost oppressive, and cold, and felt as though she were being watched from all directions, even threatened, by an unknown entity.

But what had Fluttershy frozen to the spot, the cold, creeping feeling of her surroundings causing the hairs on the back of her neck to stand on end, was the overpowering presence of fear that pervaded around her. She could feel a minute presence coming from behind her, causing her to straighten up out of sheer terror as she felt it come closer and closer to her. She didn't dare move, however, afraid that if she so much as looked over her shoulder she would be met with the gaze of whatever it was may have caused the sudden impulse, possibly some terrible creature from the EverFree Forest, or even something ever more terrifying. As she sat there, petrified, she could do nothing but whimper and shake in fear as she felt the unknown presence come even closer, until she felt it as though it were right next to her ear.

"Apples...," The voice that came through sounded like a whisper, hollow and airy, but carried an almost threatening vibe to it as it spoke.

Fluttershy squeaked, nearly jumping out of the stool as she quickly wheeled her head around to confront whatever it was that just whispered to her. The moment she did, she was met with only open air, seeing nothing even as she looked around, and the oppressive, heavy feeling of having whatever was behind her disappearing along with it. But even with the presence gone, the paralyzing feeling of dread and fear continued to surround her, and she was convinced that even the room continued to look dimmed, as though whatever was there with her now was absorbing even the soft lights she had.

"H-H-Hello?" Fluttershy squeaked out, barely audible, but received no answer from the ghostly voice. She felt the strange pulse hit her once again, stronger and louder than the first, but instead of feeling it come from somewhere around her, she felt the pulse come from within her, right inside her chest, as though someone or something set off a bomb inside her, and she cringed as she clutched her hands over her heart, the strange pulse causing her chest to sting in pain as it rang out. Fluttershy's eyes shut tight while her body trembled as she tried to endure the lingering pain, but was slowly starting to become too much for her.

It hurts, she thought, I-It hurts, my heart hurts! Am...Am I having a heart attack?! Am I...going to die?

Another throbbing pulse rang through her chest and body like a sonic boom, forcing her to curl forward and cry out in pain as she shuddered. She started to whimper as she tried to stand, but she only managed to get to her feet before another pulse pounded from her chest and forcing her to fall and lean against the bathroom countertop in front of her. She held herself up with her left hand shakily while her right still curled tightly and pressed against her pained chest, her legs shaking while her breathing became heavy and shallow, soft cries and whimpers escaping with every breath from the pain.

"We crave apples...," the ghostly voice whispered to her again, and she quickly brought her head up to look around herself for the source of the voice, but once again found herself alone.

This time, Fluttershy recognized the voice as an altered version of her own, as if she were talking into an electric fan as it went. But how was that possible? Her sight then landed on the large glass mirror in front of her, still fogged up by her earlier bath, and with some strain from the pain within her chest and fear for what she may see she slowly brought her right hand up towards it. When her palm and fingers met the cool glass she slowly began to wipe away the steam, struggling to breathe as her chest pains continued to torment her, until she removed enough to get a clear view of her reflection. She stared at herself as she writhed, looking almost pathetic, as she brought back her hand to cling to her chest, like an old pony who's living their final moments. She wanted to cry, sob, break down and bawl like a foal at her reflection, the tears already streaming down her anguished face. She wasn't ready to go, she didn't want to leave all her friends and loved ones behind. She didn't want to leave before telling Braeburn how she really felt about him, before she could finally say she loved him with all her heart.

All her thoughts of regret and fear of death quickly vanished when she noticed one thing in particular in her reflection, something that stood out that shouldn't be there. She leaned in more, studying herself, and when she did she found that her once beautiful teal eyes had gone red, nearly glowing, and she squealed as she jumped back in terror from the reflection.

"WE CRAVE APPLES!" The ghostly voice cried out again.

Fluttershy then suddenly gripped her head, crying in pain as she felt like something was clawing at her mind, as if trying to take over or break free, and slowly stumbled away from the vanity and somehow back into her adjoining bedroom. Another painful pulse wracked her chest and body, forcing her to fall to her knees as she continued to grip at her throbbing temples, crying and whimpering in agony. Angel was awakened by her cries of pain, stirring a bit before turning to face her, looking rather miffed that he was awakened until he saw Fluttershy writhing on the floor, in which he went into full protection mode. He quickly went to act as he hopped off of the bed and hurried towards her, then petted and poked at her arm to get her attention, and she looked down through one cringed eye at him.

"A-A-Angel," Fluttershy whimpered, trying to ignore the unbearable pain that coursed through her, just enough so that she could at least speak, "G-Go and...g-get help. F-Find....find Twilight, anypony, and h-hurry!"

Angel gave a quick salute before turning about and making a mad dash through the small, rabbit-sized door that Fluttershy put in to her bedroom door just for him. Meanwhile another heavy pulse shot through her body, her chest feeling as though her heart was going to burst out of her chest while her head felt like it was going to split open, and she wailed in pain as she gripped her head tighter. Her ears slowly began to change, bending and curving back as they became more pointed, flaring at the tips while becoming ribbed on the inside, like that of a bat's ears, and fangs beginning to rapidly grow from where her canines were. The unbearable pain continued to build up within her as the seconds passed, and she tried to look up and out the window, trying to fight back whatever was happening to her, until she noticed the large, crescent moon that hung in the night sky. She managed to open both eyes as they widened in fear when she noticed a black streak coming down from the blackened portion of Luna's moon, cutting down and through the pale white of the stellar object and sliding across her floor and towards her like a living shadow, until she felt it touch and come over her.

She then felt something inside her break open, whatever that was causing the terrible pain within her having broken through whatever barrier that it was in, and she threw her head back and screamed near bloody murder in pure agony as a sudden whirlwind surrounded her. Her chest lurched forward, her eyes growing as wide as they could while her pupils shrank to pinpricks in a shocked, blank expression, and by some unknown force behind or within her a circular portion of her chest and back blew out, creating a perfectly round, black hole through her chest, just at the top of her generous cleavage and in-between the base of her wings. Her arms then fell down to her sides, and almost immediately after a gurgling sound escaped her lips before expelling a white, viscous material from her mouth, nose, and even from her left eye, the ghoulish material sickeningly lingering in the air for a moment before sentiently cascading down over three-quarters of her face, morphing and congealing into amorphous, organic shapes.

Fluttershy could do nothing but scream out in pain and terror, her voice now changing to that of the one that's whispered to her, as her vision was slowly becoming encased in black. Her tears flowed heavily from her right eye, horrified by not knowing what's happening to her, and what would become of her after. Her chest lurched forward again as she vomited more of the white material, interrupting her shrill cries, only to have it come back down and splatter over the remaining uncovered portions of her face, with the excess pouring down her body as they conglomerated around both her hands and lower arms, and her shins and feet. As her chest lurched a third time, black ribbons with a neon pink aura around them flew out of the black hole in her chest and back and whirled around her, wrapping around her torso, hips, lower arms, and shins as they began to form some form of black outfitting, while more flew out from the front and back as they flew around her, coming together and forming a perfect sphere of black and neon pink. Fluttershy's entire cottage shook and rattled as the vortex continued to whirl around her, awakening several of the small critters that were sleeping within her home and having them run up to check on their caretaker. Many of them huddled together, horrified by the shadowy aura that was emanating from the black sphere that was in front of them, while trying to not be blown away from the heavy, unnatural winds. The black sphere then shrank down slightly after a few seconds before erupting up like that of a plume of pure black fire, and revealed the now transformed Fluttershy within.

Fluttershy's frame was huddled under her wings, which have been transformed from her feathery, pegasus wings to leathery, thin wings of a bat, the long, bony fingers being colored white by a thin layer of the bony material, while her tail, which became messy and greatly extended, was wrapped around her on the ground. The top of her head was visible, her ears elongated like that of bat ears, which were lined along the top with the same white material, and with her mane frayed and messy like her tail. The small critters that had gathered at the doorway all shook in fear, instincts telling them that whatever was in front of them now was no longer their caretaker, but a monster, as those very wings slowly began to open before suddenly jutting upward, her tail swishing behind her. The transformed Fluttershy slowly exhaled, her voice changed, sounding hollow and ghoulish, as she slowly rose from her squatted position, hunched hover and crawling on all fours as she raised her head. The strange white substance that she exuded had solidified around her face, creating a bone-like mask that resembled the bony face of a horrible bat creature, with long, sharp-looking teeth that lined along the mouth, and even longer, pointy fangs at her canines. Her now blood-red eyes could be seen through the mask's own, further enhancing the terrifying sight.

The white substance had also created elbow- and shin-length boney gauntlets and greaves, as well as appendages around her hands and feet, giving her long, scythe-like curved claws that were at least seven to nine inches long on her hands, while only four or five inches on her toes, and looked sharp enough to slice through almost anything. The black ribbons that came out of her chest and back solidified into a kind of black skin-tight outfit, consisting of a strapless one-piece that went as high as her chest and curving under her arms, something akin to a crude, Nightmare Night-themed solid bustier, elbow length fingerless gloves, and mid-thigh high stockings. The one-piece was divided vertically at her generous bosom, wrapping under and halfway across each of her breasts, covering only the lower and outermost quarter of them, along with her nipples, in a downward curving spiked pattern, and trailed down until it pointed out just below her navel, the back of the erotic outfit mirroring the same pattering as it exposed the length of her spine and the black hole, creating a downward curving spiked pattern across her shoulder blades and pointing out just below her tail. The revealing outfit was also raised high at the hips to show off her Cutie Mark, which now consisted of three pink bats, each with a small black hole in the center of their chests, and sported a pair of smaller, black wings that jutted from just above her flanks that were angled downward, rather than upward like her main wings. Were the strange outfit raised any higher, one would argue that the back of the outfit would've become a thong, which was to say nothing about how the front would've looked.

Hollowbat took in and exhaled another breath, her ghoulish new voice causing many of the small creatures to huddle together in terror. Their movements had caught her attention, and as she looked their way the small critters trembled and shook like earthy leaves, with a couple of the mice simply falling over and fainting. She growled a bit, then quickly stood up on her legs and threw her head back, letting out a mighty howl that shook the entire room, the mask's mouth opening wide to reveal her second row of teeth, her true teeth, within. The rest of the critters that were there either scurried for safety or fainted on the spot, but Hollowbat ignored them all as she turned her attention to the nearest window, and opened her masked mouth again with a grunt. A strange, inverted whistling sound echoed when a small neon butter-yellow orb of energy materialized within her maw, then quickly expanded to the size of a cantaloupe before she discharged it, releasing a wide beam of energy that obliterated the wall instantly. Hollowbat then dashed towards her newly made exit, running on all fours as she spread her two sets of wings, then leapt through the cloud of debris and into the air, catching wind in her wings and flapping them, quickly gaining altitude. She never looked back as she flew up, up, up, until she just about touched the clouds, then unfurled her wings to the fullest, letting out another awesome howl to the great crescent moon above her. She then turned around as she shifted her attention to the ground below, then took several loud sniffs, as if trying to catch the scent of prey. She didn't have to wait or smell long when she caught the familiar aroma of crisp, earthy sweetness of the fruit of her desires, and a thin layer of drool managed to ooze it's way through her mask's frontmost teeth.

"...AAAPPPLLLESSS...." she hissed, then brought her wings in as she dove down towards the origins of the scent.

The Duel in the Barn

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Hollowbat's Mate

Braeburn fell to his knees, his heart following suit down through his stomach and further still as the realization of what he had done sapped him of his strength, leaving him numb. He sat there like this, the passage of time all but lost to him now, until his arms slowly and shakily reached out towards the unconscious Fluttershy, despite all the feeling having left them, and managed to bring his left arm under her shoulders, gently raising her and cradling her head with his hand as he attempted to hold her in a more comfortable, upright position, while his other arm gently brought her legs closer towards himself. Though still in a great amount of shock, Braeburn brought his right hand up and gently caressed Fluttershy's left cheek, his fingers gently going over a small shard of the mask that rested along her jawline, feeling the sharp teeth that were rowed there.

"What in the world's happened to you?" he muttered softly, bringing his hand up and gently brushing aside strands of her messy pink hair.

It was then that Braeburn noticed that another shard of the bone mask remained as well, broken in a way where it looked like a macabre bat-shaped hair clip, perched just in front of her right ear. His right hand returned to holding onto her cheek and petting it with his thumb as his eyes started to travel down along Fluttershy's unconscious body, the initial shock slowly dissipating while curiosity and worry began to course through as he studied her risqué outfit and the obvious physical changes to her body. It was then that his heart nearly gave out when his eyes finally fell to the large, black hole that ran through her chest, his quaking right hand slowly bringing itself closer to it of it's own accord. He gave a nervous pause when his hand hovered just above her pert breasts, half-tempted to cup a feel, but quickly buried the inappropriate desire before returning to the task at hand.

Braeburn gave pause once more when his fingers finally came within reach of the rim of the mysterious black hole, fear running through him from the prospect of what he might find should he venture any further. Or rather, what he wouldn't find. He swallowed dryly before mustering up what courage he had left, bringing his shaking fingers closer until they were directly over it. Taking in one last calming breath, Braeburn slowly dipped his fingers into the hollowed hole, his numbing shock returning when they disappeared through a veil of inky blackness the moment they passed through. The rest of his fingers slowly sank and disappeared as he slowly dipped more and more of his hand into her vacant chest, his palm being the next part that disappeared with the rest of his digits, until he stopped when he went as deep as his wrist. Braeburn could feel nothing within his love's chest, other than an eerie coolness that enveloped his hand like a winter's cold breath, even as he moved his fingers about inside. There were no walls that lined the inside of Fluttershy's hole, only emptiness, with the only other thing that he could feel was the perimeter of the hole's other end at her back.

"This is...impossible," Braeburn quietly muttered to himself, his voice shaking like his hand that was within her chest, "What evil force of magic could have done this to you, Miss Fluttershy?"

Though he wasn't expecting a response from her unconscious state, one was received regardless when she let out a faint groan, barely audible to Braeburn's ears, but was heard nonetheless. Braeburn's attention quickly shifted from his submerged hand to his love's face, just in time to notice that her eyes were slowly shaking, her eyelids struggling to open. Anxiety took Braeburn as he quickly pulled his hand out of the hole in her chest and brought it to her face, where he gently caressed her cheek with his thumb once again.

"Miss Fluttershy?" He said nervously, but softly. He was answered by another strained moan from her, his time followed by her head slowly turning in his hold and her eyes starting to flutter open as she slowly but surely came to. "Oh, thank Celestia you're okay."

Braeburn began to smile fondly as he continued to cradle the recovering Fluttershy in his arms, the waking mare weakly shuffling in his hold as she came back more and more. His joy would be short lived, for when Fluttershy had fully open her eyes, he felt the familiar cold chill of fear run through him when he was met with the glowing red irises of his assailant's eyes, rather than the beautiful sea of baby blue he was so infatuated with. Flutterbat blinked lazily as she finally came to, and when she looked up and locked eyes with Braeburn's her brow was quick to furrow in what could be interpreted as anger or irritation. Before Braeburn could even let out a word in response, Flutterbat then hissed angrily at him, quickly slamming the palm of her left hand straight at his chest, and, with near super-pony strength, launched him up and back with great force.

Braeburn only had the moment to register that something was still wrong with Fluttershy before he realized that she angrily hissed at him. The next thing he knew, he felt as though someone shot a cannon into his chest, followed by the sudden jerk of being launched back with a force he never anticipated from the shy pegasus. His stop came as immediate as her assault, with Braeburn crashing against one of the high rafters of the barn at his shoulders, knocking the wind out of him, before tumbling foreword once and then finally slamming face down into the barn floor. Braeburn could only hack and cough as he tried to recover, taking in shallow, raspy, painful breaths as pain wracked every inch of him, before struggling to lift himself from the dirt, trying to use his right arm to lift himself.

A sharp pain from both his shoulders stopped him dead before he could get any higher, having only been able to raise himself to only his elbow. But in his pain he knew that he was lucky; had he landed just a bit higher, no doubt he could've broken something in his back, maybe even paralyzing him, so he had his lucky stars to thank for that not happening. The soft sound of patting feet walking was enough to distract him from his pain and bring him out of his thoughts, long enough to remember that the one responsible for his injuries was making her way towards him.

Braeburn slowly raised his head, his sore and beaten neck burning from the forming bruises telling him to stop, and managed to get a glimpse of Flutterbat's slender legs as his vision blurred in and out of focus. It was all he managed to see before a quick yellow and black blur came into view as Flutterbat quickly swooped down and gripped Braeburn by his neck, then quickly lifting him high up and off his feet with her unnatural strength. Braeburn gasped and coughed as he tried to take in fresh air, his hands quick to latch onto her's as he tried to pry them off, but her unrelenting strength would not yield to him as her grip tightened around his throat. Desperate for air, he flailed his boots towards her in an attempt to kick her, anything that would break Flutterbat's hold on him, but it was all for naught since she kept him at a safe distance from herself.

As Flutterbat tightened her hold on his neck once more, Braeburn let out a croak of pain as his ability to breathe was growing weaker and weaker, his vision slowly becoming dimmer as his life faded from him. In what he believed to be his dying moment, visions of his life came in flashes in his mind's eye; of his home in Appleloosa and all the nice ponies and buffalo friends he's made over the years, of his family that would no doubt find him later that morning, wondering what had happened to him. But none held more sentiment to him than the image of his beloved Fluttershy, the one mare he'd fell in love with before all others. It was ironic, he thought, that his life would be ended by the love of his life, but in that irony there was regret, regret that he would die and never to have been able to confess his true feelings to her, even if she was right in front of him.

But he would not be taken by death just yet, for before she could choke out the last of his life from him, Flutterbat suddenly began to sniff the air, her eyes widening just as suddenly as she caught a familiar scent in the air, more specifically in front of her. She loosened her grip on Braeburn's neck slightly, allowing the farm stallion to take in the tiniest morsels of air and keeping himself conscious, before suddenly and quickly bringing him back down on his feet. Relief washed over Braeburn when he felt solid ground under his boots again, but that relief was be short lived when Flutterbat forced him down to his knees, then even lower and backwards, bending his body in an uncomfortable and unbreakable position. She pulled him closer to herself before actively sniffing him, leaving Braeburn slightly confused as to why she was suddenly so interested in him, before she took one last, loud sniff of him and looked straight in his face. She gave another angry hiss right in his face before suddenly tossing him to her right, causing Braeburn to bounce once and roll backwards.

Braeburn only got snippets of Flutterbat as he rolled, his world spinning in a dark blue blur, before coming to a sudden stop. Braeburn's back slammed against whatever it was that stopped him, the farm stallion hissing in pain as the fresh bruises began to take form, his landing causing him to sit up and back against whatever it was he landed in while he coughed and panted as he took in fresh, free air again. After a brief second to reorientate himself, Braeburn groaned and shook his head while he rubbed his burning neck where Flutterbat had gripped him, and wondered where he could be. When he took the moment to scan his surroundings, he quickly realized that he was in one of the stables, specifically the one that they had cleaned and laid fresh hay in earlier that day, and that he had landed back against the cushioned bales of hay that were stacked against the barn walls for whatever farm animal that would've took residence there.

Braeburn closed his eyes and let out a sigh of relief, the hand he had massaged his sore neck with falling to his side, thankful that he actually landed on something soft for once. But the calm was utterly shattered when the all-too-familiar hissing of his assailant rang in his ears, immediately reminding him of the still dangerous situation that he was in. His eyes shot wide open as he peered down the narrow passage of the stall, managing to spot his assailant just as Flutterbat was launching herself towards him. Faster than Braeburn could even react, Flutterbat quickly landed on top of him, straddling him and pressing her weight down on his hips and groin, then grabbing and pinning his shoulders back against the wall of hay behind him, trapping him underneath her. Braeburn quickly grabbed her by her forearms, grunting as he struggled to pry her off of him and wiggle his way out from under her, but it was a lost cause. He was far too weak to try and force her off, especially after the beating she gave him, and she merely hissed in anger before aggressively shoving his shoulders back and slamming her hips down and pressing harder against him, effectively pinning him.

Feeling the stinging pain of the undoubtedly freshly forming bruises on his shoulders and neck, Braeburn’s eyes closed tightly while he hissed through his teeth in painful agony as he finally ceased his struggling, but never relinquished his hold on Flutterbat’s forearms, and after finally feeling the pain die down to a tolerable level did he finally open his eyes, meeting his bright green eyes with her still slightly glowing blood red eyes. The sudden actions of their struggle were quickly followed by a deafening calm as both farm stallion and altered pegasus mare stared each other down, with the only breaking of the silence coming from his laboring breaths and the occasional heavy swish of her elongated tail behind her. Braeburn swallowed dryly as Flutterbat continued to stare down at him with that seemingly perpetual glare, feeling his heart still racing a mile a minute through his chest as the seconds felt like hours, waiting for what could be the final strike against him. All the while, his mind raced with questions as to why Flutterbat went from slowly choking the life out of him, to suddenly becoming interested in him enough to keep him alive and toss him into this one secluded corner of the barn.

His mounting confusion only grew when Flutterbat finally broke their stare-down, suddenly coming very up close and personal to his body and once again sniffing up and down the length of his neck, shoulders, and chest, as if whatever she had smelled on him before was still there, but for the life of him he couldn’t guess what it was or why it caught her fancy. All the while, the altered Fluttershy’s voluptuous chest rubbed up and down, and squished against his broad chest as she thoroughly sniffed him, though whether or not she was aware of this or not he couldn’t say, nor did he think she cared, but feeling the soft, warm sensation of such huge tracks of land pressing up against him was causing the farm stallion’s cheeks to grow warmer. Despite the bittersweet moment, he was thankful, however, that he was still terrified enough of his probable death that such actions did not yet stir anything below his belt, but he knew that even fear of death could not stave off such enticing actions for a healthy stallion such as himself indefinitely.

Braeburn seemed to have finally caught a break when Flutterbat’s intensive sniffing had finally led her to the nape of the left side his neck, where she apparently sniffed prodded around with her snout the most, then suddenly taking in a lengthy whiff before suddenly pulling away, where the two stared each other down once again. However, Braeburn immediately noticed a change in the way she stared at him now, the once neutral, yet angry glare she had been boring down on him now held a hungry glint to them, as though she were now fully in predator mode, and he was her prey. Whatever good feelings that he had lingering inside him after feeling her massive bust against him quickly died as the look in her eyes quickly sank into his mind what was going to come next, and his eyes widened greatly while his pupils shrank to pinpricks when that realization hit home all the more when she slowly opened her mouth, exposing her fangs to him. Braeburn swallowed dryly again as she licked her lips hungrily at him, a low hiss coming from the back of her throat as she began to salivate heavily, a trickle running down from the corner of her mouth as she seemed to open even wider.

Braeburn trembled as he struggled underneath Flutterbat while his mind raced as fast as it could, trying to both find a way to escape despite the futility of his strength against her unnatural power, and the gruesome, gory images of her lunging for his throat and ending his life right there and then. And yet as all this was going through his head, he couldn’t help but look back to earlier that day, thinking that if he had known what would’ve happened now back then, perhaps he would’ve confessed his love to Fluttershy, before she became the monster before him, and who knows, perhaps even saved her from this horrible fate. It was then that a single idea came to mind, a hastily created, crazy idea that he didn’t know would even save him, but whether it did or didn’t wouldn’t really matter in the end, so long as his message would at least get through to her. With what could be his last ditch effort of survival quickly coalescing in his mind, Braeburn managed to come back to the situation in front of him just in time to witness Flutterbat slowly pull herself back, ready to make that final lunge into him, before snapping like a spring towards him.

“W-Wait, wait, Miss Fluttershy‼” Braeburn cried out just in time, with Flutterbat having stopped on the dime just near inches from his neck.

It was a complete shock to him that she had actually understood him, much less listened to him, and with the adrenaline rush from being nearly killed still pumping through him, he watched as she pulled back to look at him, her ever-present scowl still present, even looking as though she were even more peeved from his sudden outcry. He panted lightly as his heart started to slow some, grateful to his lucky stars that he was even still alive, but as the altered pegasus mare stared him down, he knew he had to push through what stupor he was in and keep talking, otherwise this moment of mercy would be utterly wasted, and he may never get a chance like this again. And so, taking another dry swallow, Braeburn rushed to take the jumbled message in his head and put them into words before Flutterbat decided to strike again.

“B-Before you finish me off, A-Ah just wanted to tell you that….,”

C’mon, Brae, Say it! he pushed himself, You may never get another chance like this again!

“A-Ah just wanted to say that…A-Ah love you, Miss Fluttershy! Oh, sweet Celestia have Ah always loved you!”

Flutterbat’s glare seemed to soften as she quirked an eyebrow at him, her angered look looking more confused than anything, but for Braeburn it meant that she was at least understanding him. Taking yet another dry swallow, the farm stallion continued, his hopes rising as she seemed to be more inclined to listen to him more and more.

“A-Ah’ve been in love with you since the day y’all came to Appleloosa with Applejack and all yer friends tuh help us settle our land feud with the buffalo, an’ haven’t stopped pinin’ over you since, Miss Fluttershy. And ever since then, Ah’ve been tryin’ and strugglin’ tuh find the right words and the right moment tuh tell you, but couldn’t.”

The adrenaline rush that had kept him going was slowly dying out, and Braeburn slowly looked down in shame as he continued pouring everything in his heart out for her, both in hopes that the Fluttershy he knew and loved deep inside her altered state could hear her, and that it would be enough to at least halt her assault on him.

“A-Ah shoulda told you a long time ago, but Ah didn’t know if y’all ever felt the same way fer me, and was afraid uh how you’d react if Ah told you,” He then slowly looked back up to Flutterbat, and was somewhat glad to see that most of her scowl was gone, her brow lifted in what he believed to be empathy, yet somehow still curled to read more confusion than anything, along with that same scowling that her face seemed to be fixated on. “A-Ah’m so sorry, Miss Fluttershy. Ah’m sorry that Ah decided to wait until now to say anythin’. Ah jus’ hope you can understand me enough tuh let me go, an’ that y’all will forgive me one day fer it.”

Though it seemed to Braeburn that Flutterbat understood most of his pleading words, the altered mare continued to remain silent, staring at him with that same empathetic, confused look on her face. A ray of hope then seemed to shine down on him when she ever so slightly softened her tight hold against his shoulders, the smaller pair of bat wings on her hips giving a light couple of flaps as she did, and for all intents and purposes, he thought she was going to let him go. But what hope that she would let him go was dashed once again when Flutterbat gave a sudden and quick shake of her head, her scowl returning in full force before she quickly placed her full strength back to holding Braeburn back against the bale of hay once again. He hissed a little in pain from the sudden pressure coming back from her pinning him, but what discomfort was quickly forgotten as he watched as she was quick to reopen her maw wide once more, his face paling when he once again heard Flutterbat sound another low hiss from her throat. Everything seemed to become a blur to Braeburn as the realization that his last efforts to coerce his altered love had failed, and as he witnessed as she then quickly lunged at him once again, in what he believed to be his last moment he quickly turned his head away to his right, not wanting the last thing he would see to be the face of the love of his life bloodied from his slaying, and cringed as he awaited the inevitable world of pain from having his throat bitten into and torn to shreds, and, eventually, his fading into the cold hands of death.

But no such pain came. No feeling of the cold hand of death taking him to the afterlife.

Instead, he was met with a wholly and entirely different sensation. A wet, warm, and soft sensation trailing up and down the length of the side of his neck, one that Braeburn was completely convinced in that moment that it was simply a trick of his mind to distract him from what he thought was his own blood running down his neck like a river of crimson. What mental conviction that was left in him was ultimately shattered when the continued slow, yet strangely satisfying wet feeling continuing to trail up and down the side of his neck was shortly followed by a soft, cute mewl that came from the altered mare on top of him, leaving him in a complete mental state of oblivious confusion. It took him what must’ve been half a minute and a few seconds after to come to terms did he finally begin to realize what, exactly, was going on, and a heavy blush came across his face as he once again felt Flutterbat’s tongue gently, yet thoroughly dance up and down the length of his neck, letting out another contented sigh that bordered on the sensual as she did.

Braeburn let out a stuttering coo that bordered on pleasure and fear as Flutterbat continued to lap at his neck, chills running through him as he felt the soft muscle run up and along his skin, flicking upward and coming dangerously close to the base of his ear, then repeating the process again and again. She would occasionally run her tongue back down the length of his neck rather than simply lapping at it, all the while her soft mewling only sending stronger shivers through the helpless farm stallion as he simply sat there, unable to do anything. All the while, Braeburn’s mind was running a complete blank, having been shorted out from coming close to death on several occasions and from Flutterbat’s continuously changing actions, yet his mind was somehow currently focused on the rather sensual moment at hand. As he continually tried to comprehend what was happening, another shaky coo escaped him as Flutterbat then decided to gently chew at his neck, the farm stallion going stiff as a board whenever he felt her fangs gently scrape against his skin through her lips, all the while repeatedly praying that she wouldn’t use them.

Wh-Wha’ in Equestria is she doin’? He wondered, his mind having finally come to grips that he wasn’t going to die just yet, to where he could actually manage some thought. One moment she’s ready tuh end me, now she’s chewin’ on me like uh lover? Ah don’ get it.

His thoughts were put on hold when he then felt her begin to move down his neck after an unknown amount of minutes, fear gripping him as he quickly lifted his head and looked up and away while her tongue continued to trail along his skin before she stopped at his throat, where she lingered for a few moments as she trailed only the tip of her tongue up and down the very center of his neck. Braeburn didn’t dare let out so much as a peep as he held his breath, fearing that if he so much as whimpered she would eat out his windpipe, while at the same time trying to hold down the soft sounds that wanted to escape him from the pleasant sensations. His mettle was being heavily tested as he felt the tip of her tongue dance around his Adam’s apple, swirling a bit around it before she would then slowly trail up to just below his lower jaw, then trailing back down nearly to his collarbone, letting out soft, small whimpers as she did the whole time. Flutterbat then slowly began to make her way towards the right side of his neck, Braeburn slowly and thankfully letting his breath go as she partook of the other side of his neck, but his discomfort hadn’t even come close to ending there.

With the fear of the prospect of dying slowly dwindling, he slowly started to become more and more aware of the intimate situation in front and on top of him, all of which was eagerly stirring his once dormant libido. He had then just noticed that Flutterbat’s hefty bust was once again pressed quite firmly against his own chest, shifting ever so slightly up and down against him as she shifted to better angle herself to his neck, allowing him to feel the softness of her breasts even through his leather jacket. It was shortly after that did he also come to realize just how firmly pressed her hips were against his own, the farm stallion’s cheeks going as red as the apples of his family’s namesake when he also noticed the slight rocking back and forth of Flutterbat’s hips against his crotch as she lapped at his neck. Between the lapping at his neck, the feeling of such a large bust against his chest, and the feeling of Flutterbat’s hips against his own as she straddled him, Braeburn’s viewpoint of the altered pegasus mare was slowly blurring between the monster that was bent on killing him, and the ridiculously hot, sensual, and scantily clad altered version of his love, and his libido was quick to take the notion of the latter and running away with it.

And yet despite the melding perspectives of the altered mare that was on top of him, one thing still clung to him that kept a lick of fear in his heart, and it was that, despite the pleasant sensuality of having her lick at his neck, she was still as feral and temperamental as the moment he stepped into the barn, meaning that all he had to do was one thing wrong to set her off, and this little intimate moment could very well suddenly turn out to be his last. It was that fear that quickly pulled him from all the blissful sensations of the intimate touches of the altered mare on top of him, and reminded him that what was on top of him wasn’t the mare of his dreams, but rather a beastly alter ego that was at one point bent on killing him without batting an eye. That fear only grew with his escalating arousal as Flutterbat’s continued licking at his neck suddenly turned into a light suckle, once again chewing at his neck with her lips and the front of her teeth while trailing her tongue against his skin, and Braeburn once again whimpered from her actions as the sudden jolts of pleasure started to travel south and towards his groin, feeling the beginnings of the stirring little Braeburn from his slumber.

Oh no, he whimpered mentally, Of all the times to pop a boner, ah gotta have a monster on top of me…a sexy, busty monster, at that…- No! I-If she keeps this up, Ah won’t be able tuh keep it down! And if she feels it and don’t want it, Ah’m a dead stallion!

Braeburn’s face went pale as sweat began to form at his brow, swallowing dryly as he looked over and away, trying to think of something, anything, to keep himself from noticing Flutterbat’s lips and tongue against his neck, and every sensation of her desirables as she ground against his him as she did.

O-Okay, Brae, jus’ calm down… Th-Think about Apple bucking season… C-Cold showers… Granny Smith in a two-piece…

The image that came from thinking those last words had nearly cost Braeburn that last slice of pie and milk in his stomach, with the farm stallion only once finding himself wanting to return to the busty mare that was on top of him rather than linger on that sickening image. Despite all his best efforts, though, Braeburn was finding it nearly impossible to distract himself from it all, with the hardest thing to ignore being the soft mewling and moans that Flutterbat gave off practically right in his ear as she continued to lap at his neck. Unable to keep his mind off of the dangerous beauty on top of him, Braeburn was struggling with the last bit of his will power to keep his inevitable erection down by sheer will alone, whimpering more and shaking as his will took a dangerous blow when Flutterbat pressed her hips more firmly against his own as she continued to saw her mare bits along the length of his his now half-flaccid cock. Braeburn bit down on his lower lip as hard as he could as he tried and hold out, but he knew it was only a matter of time before Little Brae would come out in full strength, Flutterbat would no doubt feel it through her skin tight outfit and his jeans, and then it would be game over for him.

Once again, either through divine intervention or just dumb luck, Braeburn thanked his lucky stars when Flutterbat then suddenly but slowly left his neck, returning to staring at him face to face while sitting upright and licking her chops and lips slowly, all while staring down at him with a now less intense glare. Braeburn let out a sigh of relief, letting himself calm a bit from the lack of the intimate contact, but he knew it wouldn't be enough to do away with his arousal completely. While he was glad that she was no longer nipping and licking at his neck, and by that extent having her massive bust no longer pressed firmly against his chest, he found himself half-wishing that it didn’t have to stop. Regardless, he still had to deal with her sitting on his crotch, and he struggled to keep his ever-persistent erection down even as her full weight pressed her more against him, with what exposed portions of his erection feeling the heat from just the contact of her own crotch against his alone only egging it on even more. The small moment of relief was promptly broken when Flutterbat once again took to sniffing Braeburn once again as she slowly brought herself down to just below his collarbone, though this time she took an interest of his chest area rather than around his neck, and once again the farm stallion was left in utter confusion as to what she was sniffing around for.

Jus’ wha’ in tarnation is she sniffing for now? he mentally pondered, his train of thought having been broken for just a moment when he felt her gently nuzzle into his chest as she sniffed more intently. Could she be…interested in my scent?

Braeburn wasn’t given any more time to contemplate what the cause could be for her sudden interest in his chest when Flutterbat pulled away from him, yet she continued to stare there, as though she were fixed on something that only she could see. The farm stallion then noticed a slight difference in the altered mare’s expression, as though she were contemplating something or another, though what she could be thinking about, he didn’t have much of a clue. He was spared from the mystery entirely when Flutterbat then suddenly released his left shoulder, pulling her right hand back and away, and holding it upward with her hand slightly cupped and fanned out, as though she were going to slash at him. The action left Braeburn a little confused at first, but it was short-lived when he then noticed Flutterbat’s nails start to glow a bright neon hot pink, his eyes widening in shock, terror, and realization when they then suddenly grew by several inches before the glowing all but vanished, leaving the altered mare with long, thin, razor-sharp hot pink talons for nails. Braeburn was completely stunned, but had only a moment to ponder how she was able to do that at all before she pulled her clawed hand even further back, then slashed at his chest at a speed that left her entire arm in a blur. The only way that he knew that she even slashed at him was the distinct slashing sound that sang eerily like metal blades, and five distinct neon pink streaks of light that trailed behind her claws as she did that flew immediately at him.

“Y-Y-Youch‼”

Braeburn didn’t even have time to react and close his eyes out of panic and fear she slashed at him so fast, and by the time that he had realized what she did, she was already inspecting the shredded remains of his leather vest as it dangled from the very tips of her elongated razor claws. After having collecting himself from his stunned state, he quickly looked down to his now bare chest, expecting to see deep gashes into his flesh. Instead, what he saw was a rather curious and relieving sight, for the cuts that Flutterbat had left were just barely visible, probably a little worse than the worst paper cut one could ever receive, just enough where he could notice several beads of his own blood starting to form at their edges and in the middle of each cut. Satisfied that he wasn’t under the threat of dying from bleeding out, Braeburn quickly returned his focus on the altered mare in front of him, and the farm stallion watched and stared in a daze with mild curiosity as Flutterbat studied the remains of his signature vest, rotating her wrist so she viewed them from the front and the back, before bringing them closer to her snout and sniffing at them curiously.

Taking the brief moment of her own distraction, Braeburn’s piqued curiosity finally got the better of him, and making sure to move ever so slowly as to not alert the distracted she-beast on top of him, he brought his now free left forearm to his own nose and sniffed as he smelled himself, wondering what it could be that had spared his life time after time. He was immediately met with the strong scent of hard apple cider, to where he actually flinched away from his own arm, the heavy scent of alcohol being so pungent as it were, and quickly pulled it away, to which he was grateful that Flutterbat hadn’t noticed. He wondered why he smelled like this, or even when he was even near any hard cider, but quickly remembered that, shortly after encountering the altered form of Fluttershy, she hurled one of the small barrels of the fermented concoction at him, and unintentionally showered him in the stuff. But it still left him feeling like he had more questions than answers as to why it would make her so interested in him, to the point of sparing his life and licking at his neck like a mare in heat.

However, a moment was all it took for everything to suddenly click in his mind, the revelation so strong it felt as though he were hit with several heavy bales of hay when he then remembered something that Applejack had told him during his time helping at Sweet Apple Acres a few days prior. He was told of the story of when she and the others were having trouble with an infestation of vampire fruit bats some time ago when the subject came up in some idle chit-chat while working the orchards, and in an attempt of a quick-solving method, she turned to Twilight’s magic to get the bats to lose their appetite for their cash crop. But in doing go, the process through Twilight Sparkle’s magic bounced back and somehow turned Fluttershy into a pony variant of the fruit bats, and until they finally managed to change her back to her old pony self she looked and behaved much like the little varmints, particularly the sucking dry of apples. The very moment he remembered this, it all made sense to him; Fluttershy, by some force of magic or other events he couldn’t explain, somehow reverted back to her old feral vampire fruit pony ways, why she was in Applejack’s barn, and the sudden interest that she took in him due to the fact that he was now doused in cider, and she somehow saw him as another Apple lush with juices for her to eat.

While all this did help explain the current situation, it didn’t help explain one key element that was still leaving a burning mystery in Braeburn’s brain, which was the entirety of that mask-wearing monster his beloved Fluttershy had transformed into, before he, somehow, managed to partially revert her from and back into the apple-sucking vamp-mare in front of him. He distinctly remembered the details of how Fluttershy appeared after her first transformation from Applejack when she described it to him, and nowhere, at any point in her story, did she ever mention a bone mask or a rippling pattern in her voice, or anything that would pertain to what he saw earlier that night. So that left with the questions; What had caused Fluttershy to change back into her vampire fruit pony persona, and, more importantly, what had happened before, during, or after her transformation that could have caused her to develop a perfect hole through her chest, which Braeburn believed to be the cause of her to becoming the masked monster that tried to nearly kill him several times before?

Braeburn was given no more time to ponder, for his attention was brought back to the moment at hand when he then noticed Flutterbat no longer sniffing at his shredded vest, staring at it with a quirked eyebrow before hissing a bit in what he thought could be irritation before tossing it aside and turning her attention back to him. Flutterbat was quick to return her left hand back to his shoulder, with Braeburn giving a nervous whimper as the razor sharp nails came just a hair’s breadth away from his one flesh, singing like finely sharpened metal as they embedded themselves into the wall of hay behind him and essentially nailing him to it, and gave her wetting lips a slow, almost seductive lick as she continued to eye the farm stallion’s chest down. Braeburn swallowed dryly with an audible gulp before slowly looking down at his exposed chest, then back up to his aggressor. He may be a simple farm stallion, but was wasn’t an idiot, and gave a light whimper and quick, nervous shakes of his head as Flutterbat fluttered her large, yellow bat wings a couple of times before folding them tightly against her back, her tongue dancing a little bit faster along her lips and chops, preparing for what he knew what was coming.

“N-N-Now hold on, there, girl,” he whimpered, “J-Jus’ wait a min-”

His pleading fell on deaf ears, and before he could even finish Flutterbat had already quickly latched back onto him, and Braeburn gave an undignified coo as he once again felt her wet, warm tongue as it trailed ever so roughly, yet delicately, along his left side of his collarbone. Braeburn immediately went tense after, whimpering softly as the sensual licking once again rekindled the arousal he had fought so strongly to keep down, now worse than ever. Compared to the attention he was receiving from his neck, the soft feeling of her wet tongue and her soft, sensual-sounding moans and whimpers as she now trailed along his partially exposed collarbone ever so slowly to his right side made the attention he had received on his neck look like child’s play. Braeburn fought down a whinny that wanted to escape his throat when Flutterbat then started to dip into the deep valley just above of the partially exposed bone of his shoulder, the feeling of her hot breath against his still moist neck and her tongue actively digging and rubbing into his sensitive shoulder nearly being too much for him to handle.

He wanted to buck his legs, punch the wall of hay behind him, anything that could distract him now from the mounting welling of pleasure that was collecting in his pelvis from the pleasure of it all that threatened to make his little Brae harder than any Cloudsdalian-forged steel. But with those razor-sharp claws still around his left shoulder, and with the sharp fangs of Flutterbat at his right shoulder having him pinned, he knew that any sudden moves could potentially set her off, his imagination spinning him quite the gruesome images of either having a large chunk bitten out of his neck, or having her simply flex her grip, and cleanly slice off his arm at the shoulder. Despite the chilling images, the gory thought of dismemberment did little to nothing to stave off the small, constant jolts of pleasure from every lap of Flutterbat’s tongue against and into the valley of his shoulder, and instead Braeburn simply slammed the back of his head against the wall of hay behind him, biting his lower lip in a vain attempt to calm himself down.

His little attempt would seem to backfire on him, for by some reasoning that escaped him the altered mare took the window of opportunity to return to his left shoulder, slowly dragging her tongue along the bottom edge of his collarbone. Brae failed to fight back another shameful whinny as he felt her tongue ever so slowly dip into the shallow valley of his left shoulder, swirling the tip of her tongue inward and into the center of it as she lapped up what cider clung to his fur. A pleasuring shiver ran up and down Braeburn’s spine, the powerful jolt spreading through him and causing him to tense a bit as his skin broke out in goosebumps. He slammed the back of his head against the bale of hay again, letting out more soft whimpers while biting down on his lip so hard that any harder and he’d draw blood. Braeburn didn’t know how much more he could take, his willpower only running on steam at this point now, and all he could do was pray things couldn’t get any more intimate after this.

It seemed that whatever deity he was praying to either had an ironic sense of humor, or was simply too busy to hear his silent plead, for his worst fears were quickly becoming realized when he felt Flutterbat slowly start to drift away from his now seemingly spotless shoulders, and started moving lower and towards his broad chest. Braeburn hissed through his teeth as he quickly sucked in a breath when Flutterbat trailed her tongue back along his collarbone, stopping just below his neck before painfully slowly trailing the broad palette of her tongue down the very center of his muscular, defined chest, pausing only when she came to one of the noticeable scratches she had left on him. Whether it was out of empathy, pity, or just plain instinct, Flutterbat would pause from trailing her tongue down to gently lick at his wounds, Braeburn fighting back the soft hisses that threatened to leave his lips from the stinging, burning effects the hard cider left behind, and from the slight roughness of her tongue, before she would continue on, repeating herself at every cut she left. When she reached just below the defining lines of his pecs, she stopped and could go no lower due to how she was perched on his hips, but then made her way back up the length of the center of his chest at the same, slow pace, letting out a continuous, satisfied moan as she did.

Having seen and listened to the entire scene below him, Braeburn could do nothing but let out a soft moan of his own, unable to hold back the pleasure from the sheer eroticism of her actions, despite that he knew that she was simply feeding. She continued to trail her tongue up and down the center of his chest several more times, letting out pure, unadulterated soft moans with each passing of his chest while her messy mane cascades around her shoulders and gently tickling the exposed portions of Braeburn’s chest and hips, before then started to drift from the center of his chest, and towards his left pectoral, her tongue never once breaking contact with his furred chest. All the while, unbeknownst to the farm stallion, Flutterbat had picked up the taste of something familiar that caught her immediate attention that wasn’t the cider. She had picked up a feint trace of it when she began at his neck, but as she continued down and towards his chest, it grew stronger and stronger, with her desire for it growing along with it. It was a salty taste, mixed with a muskiness that tickled and flittered through her nose and tantalized her mouth, all mixed in with the cider that drove her hunger. And her instincts knew immediately what is was; the scent of a stallion, a healthy, virile mate, one that she wasn't even aware that she wanted, but every synapse in her feral mind now told her that she needed, and needed badly.

With her more powerful instincts starting to run faster than ever, Flutterbat pressed herself more against Braeburn as she began lapping at his left pectoral at a slightly faster rate, using the broad of her tongue like a cat as she mewled and lapped from the lowest edge of his defined muscle all the way up to the top, taking several laps before moving over slightly and closer to the center of his chest. Braeburn began to tense again as he whimpered, his will to fight back his urges slowly crumbling beneath him, but still managed to stave off his erection, despite the painful aching coming from holding back from so much stimulation for so long. He also took notice that Flutterbat was lapping at him with slightly more vigor than before, her scowl having softened a little, though why this was, he couldn’t readily explain. It wasn’t until he looked a little harder through the darkness that he noticed that her cheeks had become a little flushed, giving her a bit of a cuteness that only further crumbled his defenses, did it start to click in his head, and he briefly remembered that he was doused in alcoholic cider.

Is…I-Is Miss Fluttershy…getting drunk off of this? He pondered. He knew from what Applejack had told him that when it came to any kind of alcohol, be it cider, wine, or liquor, Fluttershy was quite the lightweight, usually having only to have one or two glasses of wine before she would start to teeter and feel ditzy.

She can’t be that much of a lightweight if she’s jus’ gettin’ drunk off of a little cider from me…can she? His thoughts were put on hold when he felt Flutterbat’s frisky tongue start to come dangerously close to his nipple, his whole body growing more tense the closer she came to his sensitive nub.

Crap, crap, crap! He mentally cried, a shiver running down his spine and straight to his groin when he felt the tip of her tongue dance just at the edge of his male nip. Please not the nipple, please not the nipple, please not the nipple! Please not the nipp-‼!

A pronounced, high pitched whine escaped from the depths of his throat when he finally felt his altered love’s warm, wet tongue glide over and around his nipple, and once again Braeburn slammed the back of his head back against the hay bale several times to deaden what pleasure she unleashed on him. He was pushed harder and closer towards his tipping point when she began to moan softly as she started swirling her tongue around it, causing Brae’s entire body to shudder and tremble at her simple, yet powerful ministrations. He knew he wasn’t going to last much longer if this continued, and for the briefest of moments he had a lapse in judgement, forgetting the she-demon on top of him for only a moment as he started to bring his hands back to grab her forearms.

“W-Woah, Woah! N-Now just h-oooh~!-h-hold up, girl!” He whimpered, his shaking voice slightly higher in pitch from his suppressed arousal, “Y-Yuh gotta slow do-”

No sooner had he tried to make a grab for her arms did Flutterbat’s ministrations suddenly stop, her elongated, turfed ears quickly sprung up as the once sensual, lost beauty quickly returned to the feral, aggressive monster as she glared up with that same, threatening scowl and growled at him, her eyes strangely half-lidded and her cheeks still flushed from what Braeburn is still debating was from alcohol or not. A cold shiver ran down Braeburn’s spine as he came to a sudden stop as well, and though he didn’t need to hear it, the message in Flutterbat’s deathly glare and feral, angry growl told him everything he needed to know.:

Touch me, and you’re dead.

With his judgement and rationale quickly returning out of fear for his life, Braeburn swallowed dryly as he very, very slowly returned his arms back down to the ground, with neither farm stallion or bat pony mare breaking eye contact from each other until the palms of his hands were touching the soft padding of hay below. Satisfied that her captive wouldn’t try to pull another stunt like that again, Flutterbat cautiously returned to lapping at the frightened stallion’s nipple, and within a few seconds had even returned to her soft, sensual mewling. Braeburn’s heart continued to race for several long minutes after having been reacquainted with his good friend of the night, Fear, and it's lapdog, Death. He had even had a small portion of what arousal she had stirred in him disappear, but only after taking the moment of shock to pass over did that arousal return in full force when he felt Flutterbat start to drift over to his right pec, which he hoped would be the last place she would traverse with her tongue. What would happen after that, he didn’t even want to think about, something that he was actually thankful Flutterbat’s sensual licking can distract him from.

Braeburn was once again drawn into a battle of willpower over his increasingly strengthening libido as Flutterbat began to lap at the other side of his chest, mirroring what she had done on the other side and starting closer towards his right arm. But rather than lapping at him hungrily like before, she had started at the same, slow pace as before when she tended to his shoulders, with her pace only growing slightly the closer she came to the center of his pectoral as she lost herself once more to Braeburn’s scent. And much like with the other side of his chest, Braeburn grew more and more tense the closer she made her way towards his other nipple, his whimpers, soft coos of pleasure, and anxiousness growing the closer she came. It wasn’t long before he gave a weak jolt, followed by the slow relaxing of his body and a sighing moan when he was once again greeted by Flutterbat’s warm tongue against his sensitive nip. Flutterbat seemed more bent on relishing her time this time around, her once returned hungry pace slowing to an almost dead crawl as she slowly closed her eyes before delicately swirling her tongue around Brae’s sensitive nub, moaning sensually all throughout.

The action wasn’t missed by the farm stallion, who was biting down on his lower lip as he threw his head back and looked up and away, trembling in pleasure all the while as the last bits of his erection-burying willpower were starting to finally crumble under her seductive tongue. He couldn’t understand why she was doing this now of all times, his mental integrity only growing weaker by the second when he felt her come even closer, to the point where he could feel her lips just barely grazing at his chest fur as her hot breath washed over his wet chest, causing his heart to race in excitement. It was there that Braeburn solemnly realized that if she took it in her mouth, if she were to wrap her soft, puffy lips around his nip and suckle him for just even a moment, that it would all it would take to release a very irate, and very, very needy little Brae from his imprisonment, and piss her off to the point of ending him. Braeburn held what he thought would be his last breath tightly in his lungs, waiting for that final push past his tipping point as Flutterbat continued to dance her tongue around his nipple for a few moments longer.

To his relief, his sweet, sweet relief, Flutterbat did not advance any further than he’d thought she would, instead choosing to end her intimate moment by giving his aroused and hardened nipple a quick flick of her tongue before slowly backing away, and returning to his front while she continued to straddle him. Braeburn happily released his held breath, panting slightly as he took in fresh air again while he rested his head back against the wall of hay, and after taking the moment to collect himself, he turned his attention back to the bat pony mare on top of him, and when he did he noticed something different about her. Her once petrifying scowl and stare have softened considerably, her eyes half-lidded and looking quite heavy as though she were growing tired yet struggling to stay alert, and the soft blush of pink in her cheeks seem to have grown a slight shade darker than before. But the most obvious change to the farm stallion was that she looked as though she had started to sway side to side, her head nodding off or tilting from one side to the other before she lifted it back up to meet his gaze as she seemed to struggle to keep it up. It was a sight that Braeburn was all too familiar with seeing after witnessing pony after pony stumble out of the Salt Lick Saloon back in Appleloosa late at night, but in this moment he found his conclusion all incredibly hard to believe.

Yuh gotta be buckin’ kiddin’ me. He thought, Is…Is she actually tipsy? Ah know that AJ said that Miss Fluttershy was a lightweight, but this…?

He was brought back from his thoughts and astonishment when Flutterbat slowly came closer to him, her hefty chest pressing against his own again while she narrowed her eyes a bit as she stared into his own. Braeburn’s eyes widened and pulled his own head back a little, pressing himself back more against the wall of hay behind him the closer she brought her face to his, until he couldn’t pull back any further, and Flutterbat brought her face only mere centimeters away from his. As the two stared each other down for what felt like forever to him, Braeburn could actually smell the alcohol on her breath, granted that she wasn’t even breathing through her mouth, all the while wondering what she was going or what she was going to do next. The answer to his questions came in a rather shocking and dumbfounding way, when Flutterbat then leaned in even more, her long ears folding back while pressing her soft breasts more into his chest, making her way towards the right side of his head and out of his field of vision, and then started to rub the right side of her cheek softly against his own.

Braeburn’s cheeks suddenly began to feel fiery hot at the intimate gesture, one that he was raised to believe was only shared between the most very special of someponies, with the rest of his body following suit and growing steaming hot as it tensed when he felt her then start to nuzzle her snout up and into the lowest portions of his mane, letting out a soft trickle of what he could only describe as purrs escape her throat and up into his hot ears. Flutterbat took slow, deep inhales as she breathed, savoring and relishing the scent of his earthy musk as it and the hairs of his mane tickled her nose, her feral instincts slowly, and then swiftly, shifting from predator mode to mating mode. His heart began to race a mile a minute, with this time out of excitement rather than from fear, and Flutterbat was able to feel and hear the fast, rhythmic beating of his heart against her bosom and within her more sensitive ears, the racing of his muscle seeming to be only exciting her more. She nuzzled his cheek for a moment or two longer, before she then slowly pulled away and retuned to staring Braeburn straight in the face, where he noticed that her scowl had all but melted away, replaced by a more sultry, hungry gaze that told him everything that was on the feral mare’s mind.

Braeburn’s cheeks slowly started to grow more red the longer he stared into Flutterbat’s now sultry ruby red eyes, which he was finding more and more alluring by the second, as he came to realize what was going on, and the more he thought about what was going to happen, his more than accommodating mind ran with lewd images and sensations with the prospects. He was broken from his trance when she then gave a weak sniff, a sound that he knew only meant trouble for him, and her eyes widened just a bit and enough to keep her alluring half-lidded look as she came just a hair’s breadth away from him again, her nose actively sniffing his face. The action left the flustered farm stallion more confused than ever, yet he never moved an inch as she continued to follow her snout up and down the length of his face, until she stopped and settled around his slightly open mouth, and took a long, final whiff from it. Braeburn’s brow furrowed a bit in confusion as she lingered around his mouth, wondering why she would be smelling around his lips, and why that could be so interesting to her. It was only after rattling his fear and pleasure swamped brain for a moment did it finally hit him, and his eyes grew wide and his pupils shrunk to pinpricks when he suddenly remembered the slice of apple pie he had just before he came outside.

Flutterbat slowly pulled back and faced him again, her sultry stare now boasting a shadow of her once stern furrowed expression of her hunger once again as she slowly licked her quickly wetting tongue and lips. Braeburn could only whimper as he shook his head nervously, trying to scoot back even further and away despite that he was effectively pinned down and between a drunken lusty bat mare and a wall of hay, the farm stallion having a strong idea of what she was planning to do next but terrified if he was wrong and having it go south real fast.

“Oh no,” he whimpered, “J-J-Jus’ slow down a minute, Miss Flu-!”

Before he could finish his plead, Flutterbat simply ignored him as she quickly removed her hands from his shoulders, revealing that the long claws of her right hand had mysteriously disappeared, only to firmly, but gently place them on either side of his face and under his jaw line, and swiftly and firmly planted her soft lips on his own. Braeburn’s eyes widened to saucers while his cheeks turned crimson as he felt her lips firmly pressed against his, his shock only growing when he immediately after felt her tongue work it’s way into his gaping mouth, mewling as she explored what she could with her longer tongue. Muffled sounds of weak protest tried to escape the solid seal around their locked lips as the farm stallion struggled slightly, but after feeling her soft, wet tongue dance around his mouth and across his own tongue, the last of his defenses finally shattered, his muffled protests quickly shifting to soft moans of pleasure. He nervously began trying to kiss back, his tongue meeting her’s as she explored the roof of his mouth, but once she felt his own wet muscle make contact with her own, she lost all interest in exploring his mouth, and instead turned her full attention to his tongue as she began to moan more deeply, their muscles intertwining over and over again as they lost themselves to each other.

Despite being lost in his passionately intimate kiss with Flutterbat, he was still very weary of the ferocity she possessed, and so when he slowly made his way and placed his hands on either side of her waist, he was somewhat relieved and even a little excited that was met with no resistance from his assailant. To his surprise, he received the opposite reaction from her, with Flutterbat pressing herself more into him and shaking her hips, as though trying to tell him she wanted him to wrap his arms around her waist, and Braeburn graciously accepted her offer as he wrapped his arms around her, pulling her even closer to him. As soon as she felt his warm abs against her own and her stomach, Flutterbat’s large bat wings quickly sprung open in arousal and excitement, which produced a gust around them that rattled several hanging metal pales, watering cans, and other small various metal objects, but neither she or Braeburn noticed a thing as they passionately made out, lost in their own little world of lust.

It was because they were so lost in each other’s kiss that Braeburn had completely forgotten and given in to his inner battle over his own desires, only slightly aware yet wholly uncaring as his cock practically sprung to life at the chance, quickly growing thick and hard, and making his pants feel all that much tighter as every denied pleasure that Flutterbat had delivered prior simply exploded forth, with the surrender to her kiss being the final spark to his undoing. Naturally, it didn't take long for the enamored Flutterbat to notice it, the feeling of his warm cock growing more and more to it’s full strength underneath her triggering a stronger need in her instincts to fuck and mate, snapping her out of her blissful kiss with her chosen mate with a burning desire to move forward.

She then abruptly ended the kiss, yet slowly pulled away as she let her tongue, which was coiled around Braeburn’s, unwind before they finally separated, with only a silvery strand of their shared saliva being their only connection as it lingered there. Both farm stallion and transformed mare panted heavily and locked eyes dreamily with their tongues slightly hanging past their lips as they took in their first breaths of fresh air since their kiss, their heavy breathing being what finally broke their last wet connection, and after taking a moment’s reprieve to catch her breath did Flutterbat start to firmly slide and grind her hips up and down against Braeburn’s, letting out soft one soft mewl after another as she traced and ran along the length of his concealed cock along the against of her thigh and her covered marehood through the denim of his pants and her unnatural attire.

Soft grunts escaped from Braeburn’s lips, the feeling from having her rub and press her soft, yet firm inner thighs grind ever so perfectly against his aching cock being almost surreal to him. Taking on more of a dare, he let his hands slowly trail from the middle of Flutterbat’s back and down her sides, until they eventually settled just on her still sliding hips, just above where the smaller, black pair of wings were located. The tiny pair of leathery wings fluttered a bit in excitement the moment he took a slightly firmer hold of her hips, but he didn’t do a thing to slow or hinder her anxious grinding of herself against him. If anything, the small intimate gesture had caused her to grind her hips more excitedly against him, pressing her hips down more as she gave a light, whiny moan.

“Ngh, y-y’all really want it badly, don’t yuh, Miss Fluttershy?” Braeburn moaned softly, his voice airy with anticipation.

Flutterbat quickly responded with an eager whining moan, her hands quick to release his face and placing them on his broad chest, yet only her right hand remained on his left pectoral while her left hand was quick to run down the length of his toned, muscular body, the feeling of every ridge and valley against her open palm arousing her all the more, all the while she never broke eye contact with him. Her fingers were quick to slip in and under the waistline of his pants, the tips of her fingers dipping into and tickling at the sensitive border between his waist and his groin, feeling through the small tuft of Braeburn’s fur just above the base of his groin and sending a powerful jolt of pleasure up and down his spine. She then quickly flipped her hand around and feverishly grabbed at the waistline of his pants, where the tugged at it firmly over and over again, almost desperate to pull them down, yet his sturdy leather belt and horseshoe belt buckle remained firm to performing their duties.

Eventually Flutterbat broke her longing gaze with Braeburn to look down towards his groin, her expression reading her frustration as she eyed the belt and buckle, her expression growing slightly more intense the more she tugged and pulled at his pants, eventually scooting back and off of his hips. She eventually relented at her tugging, yet still held a taunt hold at his pant waist, and Braeburn watched in curiosity when she then instead opted to bring back her free right hand, and the farm stallion’s curiosity turned to panic when he was once again reintroduced to the sound and sight of Flutterbat’s long, sharp claws returning. Braeburn’s eyes grew wide in panic, immediately knowing what she was going to do with them, but what terrified him the most was the thought of what might happen if she does. The last time she used them, he would make a safe bet that she was still quite sober when she shredded his vest off of him, and even then she still left decent scratches along his chest. But now that she was most certainly tipsy with cider, he knew beyond a doubt that her aim would only be that much worse, and the thought of her possibly, even probably, slicing up little Brae sent cold shivers up his spine from the thought of the pain alone.

Just as she was bringing up her shaky hand to slash at his pants, Braeburn quickly took action and crossed both arms over his hips, shaking them furiously in hopes that Flutterbat would get the message.

“W-Whoah, whoah, hang on‼” He stammered out nervously. To his great relief, she managed to stop herself mid-slash, and looked up to him with a mix of confusion and frustration. “Th-There ain’t no need fer those, now! J-Jus’ wait a sec, girl, and Ah’ll get ‘em mahself. Look, look.”

He made wild gestures with his hands to hopefully gain her attention, and to his relief she quickly broke her somewhat angry glare towards him and looked back down to his belt and buckle. Once he had her attention, his fingers flew as they tried to rush and undo them from around Flutterbat’s hold on his jeans, shaking all the while from the adrenaline rush from nearly having her slash at his stallionhood and possibly even gelding him. Flutterbat seemed to get the message quickly enough and let go of the hem of his pants, her attention now wholly fixated as she watched him finally undo his horseshoe buckle, the farm stallion letting out a sigh of relief when she retracted her razor claws shortly after. Once the heavy ornament was out of the way, the rest of the belt was quickly undone, Braeburn quickly pulling the tongue aside and undoing the clasp that held it, the metal head clanking as it lazily laid to one side.

Braeburn had only just undone the button of his jeans, but it seemed that Flutterbat didn’t want to wait any longer, and she grabbed at either side of his pants and pulled down hard, pulling both his jeans and boxers down and off of him all in one fell swoop, with Braeburn managing to kick off his boots just in time before the rest and last of his clothing came flying after, leaving him now completely nude and exposed to her. As soon as she pulled the elastic of his boxers over it, Braeburn’s cock sprung up and swayed as it stood tall, the farm stallion letting out a sigh of finally having his tightly confined member free from it’s imprisonment. While he wasn’t the biggest Apple in the family -that title belongs to Big Mac, hands down-, his size was still nothing to sneeze at, having left many a young mare in his past before meeting Fluttershy quite satisfied. That being said, no sooner had she pulled off his pants, Flutterbat was quick to lock her eyes upon it, staring at it almost hypnotically as it throbbed from the cool sensations of the open barn air as well as the need to be pleasured, her frustrated expression quickly returning to her hungry, sensual stare. She quickly tossed the farm stallion’s last articles of clothing aside, falling to her hands as she then ever so slowly crawled closer on her hands and knees, her eyes never leaving the sight of his swaying, bulbous cock head.

Braeburn could only stare and watch in awe as she prowled closer to him, his cheeks turning red and warm with excitement again as he watched every predatory roll of her shoulders, and the slight sway and bounce of her hips and juicy, round flank with every movement she took. He took a sharp inhale when he felt her hands make contact with and slide up his inner thighs, widening his legs for her as her warm, soft hands gently glided over his legs as she pulled herself even closer and settled in-between his legs, her massive bust acting as the softest pair of flesh pillows for his hefty testicles. He was probably more vulnerable than he could ever possibly be to her now, to the bat mare that had tossed him around like a rag doll and nearly choked him to death. But in this moment, though still a little weary, if not still on edge, he didn’t feel threatened. Well, not wholly threatened, but comfortable enough around her now to the point that he believed that she wouldn’t hurt him anymore, opting now for a quick roll in the hay, whether it was his libido or not speaking for him now could be greatly debated.

Flutterbat remained still as she simply chose to stare and seemingly admire Braeburn’s cock, the bat mare practically inhaling his overpowering musk from it’s source, relishing in it while it continued to feed her arousal and desire like gas to a fire. The farm stallion took sharp inhales of pleasure whenever he felt her hot breath when she mewled and whined, washing over the base and his balls, and causing it to twitch that would elicit another excited mewl from her, the cycle feeding itself the more aroused Flutterbat became. He took notice as her abnormally long tail was now swaying and curling side to side in her apparent excitement, filling the small stall with the scent of her arousal while also kicking up little tufts of dust, and despite the fact that she had used it as a weapon against him on two occasions, he had to admit that it was cute as hell, almost like a cat's. It came to a point where the intoxicating amount of male musk was too tempting for the feral bat mare, and slowly closed the small gap between her and her sought-after prize, gently nuzzling into the space between the base of his cock and his balls with her snout.

Flutterbat let out an especially loud and desperate whine-like moan as she buried her snout more into his crotch, lost in her own ecstasy as she took hold of his throbbing member with her right hand and running the right side of her cheek up against the broad length of it like a cat on a scratching post. Answering only to her primal needs for more, Flutterbat returned to the space between, and slowly lolled out her elongated tongue before slowly and delicately running it over and around one of Braeburn’s balls, letting out a heated moan in delight at the mixed taste of the saltiness of his sweat and the headiness of his male musk. The soft touch of Flutterbat’s hand wrapped gently around his phallus and the fur on her cheeks against his member caused Braeburn to give a soft groan in delight, as well as his cock to throb more in a desperate need to feel more, but he suddenly threw his head back and let out a pleasure-filled groan when he felt Flutterbat’s tongue begin to work over his sensitive sac.

A heated whinny practically spilled from his lips when he felt her slowly slip and take it in past her lips after licking it over several times, the bat mare moaning blissfully into his sensitive testicle that sent continuous jolts of pleasure throughout his body as she suckled on it for what must have been several seconds, before letting it go slowly from her maw. A pleasurable chill ran up Braeburn’s spine from his saliva-soaked ball when it was exposed to the cool night’s air, followed by the pleasurable warmth of her breath as she huffed softly, before he let out another deep groan of pleasure when he felt Flutterbat’s tongue trail over and tend to it’s twin, clearly showing no favorites to either one.

O-O-Oh, sweet Celestia!, he mentally moaned, an actual moan following, Bat pony or no, M-Miss Fluttershy knows how to really treat a stallion!

Flutterbat let out a string of soft mewls and sighs as she trailed her tongue over Braeburn’s neglected testicle, lathering it in a glistening layer of her saliva as she savored the taste of his musk. She nuzzled in closer as she gently wrapped her elongated tongue around the sensitive ball, drooling slightly and letting out an aroused sigh before she slowly took it in and past her lips, sealing them around it. She relished in hearing Braeburn moan louder along with feeling his cock throbbing harder in her hold as she gently suckled on it like the previous one, moaning and whimpering in her own bliss as she let her tongue run over every inch she could. As she did, she could physically feel it slosh heavily with fresh seed as she rolled it around on her tongue and in her mouth, just as full and willing to give like the other, making her nether lips twitch with need to have every drop inside her dripping, waiting snatch. When she had licked it as clean as it could ever be, she let it slowly pass her lips, letting it plop out with a soft, contented sigh escaping her gracious lips shortly after, watching as they twitched and even swelled as her heated breath washed over them both.

Following the scent and taste of his musk, Flutterbat wasted no time when she then brought the tip of her tongue back to in-between Braeburn’s sac, trailing it upward ever so slowly before finally meeting the base of his cock. A soft moan escaped her lips and flooded around the lower portion of his phallus with her warm breath as she trailed around his base, causing the farm stallion to give a soft moan in pleasure himself, before returning to the underside of his cock and slowly trailing her abnormally long, wet tongue up his length. Braeburn hissed through his teeth in pleasure as he felt the wet warmth of her pink muscle travel up his length, his cock giving a particularly hard throb in her hold when she reached his medial ring and started to swirl her tongue around and along it’s girth, her unnatural tongue giving her all the reach she needed to wrap around and lap at his cock. Flutterbat didn’t remain at his ring for long, and continued to drag the broad width of her tongue up along the underside of his phallus, mewling and moaning softly as she did, until she finally reached the tip of his slightly flaring, flat cock head, where she continued unhesitatingly as drew the broad of her tongue along and over the slight bulb of his tip.

Braeburn moaned sincerely when he felt the slight rough of her tongue roll over his cock head, his moans carrying on as she repeated the act, this time looking down to watch her as she this time drew the entire length of her abnormally long tongue against it, the feral bat mare giving a sighing moan of content as she looked up at him just as she gave the tip a quick, sensual flick with the tip of her tongue. She continued to hold her gaze with him as she then started to drag the length of of her tongue down the side of his phallus while her hand gently stroked upward, moaning softly but sensually the entire way down. She let her tongue roam freely around this base of his cock again while her fingers gently massaged and brushed over his sensitive flare, before she broke her stare with him and slowly closed her eyes before wrapping her lips against she side of his phallus, trying to take in as much as she could yet only managing a little less than half, and started lashing her tongue against the side of it as she slowly moved her way back up, her hand leaving his needy tip and gently rubbing downward. Braeburn threw his head back as he gave a drawn out, sighing moan from Flutterbat’s gentle suckling at his cock, with anxious chills crawling up his spine and causing goosebumps to form whenever he felt the slightest graze of the front of her sharp fangs and teeth against his sensitive skin, praying that she would keep them as far away from little Brae as possible.

There was a brief moment where her lips and her soft fingers met at his medial ring, where she lingered as she trailed the tip and length of her tongue along the defined bump once more, and causing the farm stallion to let out a deeper moan in delight. As Flutterbat continued and inched closer and closer to his tip, Braeburn gripped the soft hay below him more and more, not just from the incredible amount of pleasure he was swimming in, but from every instinct in his male being demanding that he reach out and run his hands through the mess of her long, pink mane, to let her know how much he enjoyed it all. But while his mind was in the warm, melting pleasure of what could the the most sensual fellatio he had ever received, he remembered very clearly the last time he tried to reach out and touch her, which only earned a growl and deathly stare that threatened his life if he even tried. Not wanting to risk having this moment end, and possibly upsetting her to the point that she would lash out at him, exposed as he was, he opted to resist all temptations of wanting to touch her, at least not until she made the first move that would entail him to do so.

Flutterbat eventually returned to Braeburn’s cock head, letting her lips and tongue leave the side of his phallus while, at the same time, her hand gently rubbed and stroked at and around the base, where her attention was met by a few beads of his pre starting to form and collect in his flare. The overwhelming scent of male musk that was emanating from just the small amount alone hit her nose harder than any source prior to this, instinct and primal mating drives telling her all that this was what she wanted, a sign that her actions were bringing her and her virile mate the kind of pleasure that would drive them both that much faster to actual intercourse. Flutterbat brought her tongue back to this tip without any hesitation, a cute, aroused-sounding mewl escaping her lips as she dragged it ever so slowly over it, collecting the few drops on her tongue as she did. She was immediately met with the intense taste, the same salty, slight bitter mixture coupled with the intoxicating, heady aroma of his musk, and immediately it brought stars to her blood-red eyes. Her cheeks turned a darker shade of pink as she immediately wrapped her lips around his flared tip, Braeburn moaning in ecstasy as her tongue swirled around and lapped at his sensitive tip, eager to collect more of his delicious pre for herself.

Braeburn’s hips gave a weak buck upward the moment he felt Flutterbat’s lips wrap around him, a deep, gravelly moan escaping his throat while once again gripping at the hay below him, gasping and panting weakly while fighting his instinctual reflexes harder than ever to keep his hands away from the dangerous beauty that was suckling him so well. Flutterbat’s actions had earned her several more morsels of his pre, the feral bat mare moaning and mewling in her own ecstasy as her tongue eagerly lapped up what she could, but it was never enough; she wanted to taste more, so much more. It was only after when she felt Braeburn’s hips buck upward did she realize what she had to do to entice more of his heavenly fluid from him, and with little hesitation started taking a little more of his cock into her mouth.

Soft moans escaped her throat as she let the first few inches into her mouth, tickling his cock head and causing both the farm stallion she was pleasuring to moan more, and his cock to throb faster, which earned her several small spurts of his pre onto her tongue. Tasting it on the back of her tongue sent her into a small frenzy-like state, and Flutterbat moaned a little more while she eagerly and instinctually sucked down more and more of his cock, letting her soft lips gently rub and wrap firmly along and around the length his girth inch by inch while her elongated tongue was quick to gently wrap and constrict around what she had fit in her mouth, massaging every inch she could in her efforts to milk him.

The sudden intake of more of his phallus caused the farm stallion’s hips to buck even harder and with less abandon, nearly growling in pure bliss as the feral mare seemingly showed no resistance to the sudden action, even allowing it so to take more into her mouth. She had just barely reached his medial ring when she felt the bulbous tip finally touch the back of her throat, where she stopped her descent on his phallus, yet continued to wring her lithe tongue around what she held in her mouth, and placed her hand that was around his base back on his thigh. She held herself there for a moment, making soft mewls and whimpers as she fully felt his cock in her mouth, it’s heat radiating so intensely and throbbing to hard and so rapidly as though it had a heart of it’s own while it supplied a now steady stream of pre that trickled from it’s head and down her throat. She would eagerly swallow what she collected, the slight constriction of her throat muscles teasing and pleasuring his tip that would cause Braeburn to whimper a bit in need, half-hoping and half-wishing that she would take his full length, though he had his doubts that that would happen.

Once she had finally taken her moment, she slowly released his cock from her mouth, going inch by inch as she softly suckled it while her tongue constricted and tightened around his girth, moaning ever so softly as she did, until only an inch or two was left in her mouth. She then ever so slightly eased her tongue’s hold of his cock, but never releasing it, before she eagerly swallowed down all she could again, a single moan escaping her throat that was more pronounced, even eager, as she felt his tip of his cock tap the back of her throat again. She repeated all of this over and over again, her moans growing more and more intense as the built up a steady, but eager rhythm, her eyes closed softly as she simply fell into the pleasure of her own rhythm. Braeburn simply threw his head back as a string of moans escaped his lips, occasionally looking down and watching in disbelief as the altered mare of his dreams eagerly sucked on his cock and moaning like a mare in heat. At one point he faltered to his primal needs, and without even realizing it he brought his right hand and ran his fingers through Flutterbat’s mess of a pink mane. To his relief she didn’t respond in the way that he had expected her to, which was to either swat his hand away or to growl and stopping altogether; instead, she reacted to the contrary, moaning a bit more in delight from feeling his hand through her mane, which sent a strong jolt through his cock and body, into his sex-swamped mind.

Braeburn continued to run his hand through Flutterbat’s mane a few times more, until he ran through one last time before resting it there, feeling the quick rise and fall of her head as he moaned and grunted in pleasure as he felt his orgasm start to build stronger as the minutes passed. Flutterbat knew that he was getting closer as well, his cock throbbing harder and more rapidly than ever, as well as feeling his cock head starting to flare a bit as she dragged it along the back of her tongue and throat. But as lost as she was to her mating instincts, she was still a mare wanting, and the thought of having her mate reach the peak of climax without her made her suddenly want for pleasure of her own, to reach and feel such an intense state of ecstasy. And she wanted him to give it to her, her chosen mate. Braeburn groaned as he felt himself reaching his limits, his orgasm only just a few moments of heavenly sucking from her away, but before he could reach his climax Flutterbat suddenly released his cock from her maw, the feral bat mare giving a moan of content as she released his cock from her tongue’s serpentine hold. Fearing that he had done something wrong, he quickly released his hold on the back of Flutterbat’s head, despite his inner mental groaning from having been denied of what could’ve been the best orgasm he’d ever had from the best blowjob he’d ever received.

He pushed those thoughts away when Flutterbat brought herself back up to head level with him and stared deeply into his eyes, her mouth wide open with her tongue hanging out as she and Braeburn both panted for air from such a stimulating experience. The farm stallion swallowed dryly as she continued to stare into his own, as though she were trying to convey something to him through staring into him, and if his time around Winona had taught him anything, the look she was giving him now spoke everything that she wanted something from him, though what it was he could only guess. However, the ever-present aroma of her scent that now surrounded them gave him a pretty clear list of choices of what she wanted, and the very thought of them only caused his cheeks to burn that much more. Taking the chance, he gave another dry swallow before taking a few calm breaths before speaking, hoping that she might understand him again.

“Y-Yuh want somethin’, Miss Fluttershy?” He asked nervously, a single bead of sweat trailing down the right side of his forehead.

Flutterbat seemed to understand him on some level, responding in a pleading-like sigh or mewl while swaying her hips side to side, almost alluringly. The message was received quite well, the farm stallion taking the hint somewhat, if his cheeks turning a slightly darker shade of red were any indication, but whatever he had in mind was thrown for a loop when she suddenly brought her tail forward, the long, furry appendage slowly and gently brushing along his jawline. Flutterbat’s tail continued to tease his chin and cheeks before she slowly wrapped it around his neck firmly but gently, Braeburn panicking a bit, but what worries that she would choke him or throw him were slowly put to rest when she didn’t get any tighter than a gentle grasp, before her tail then gave a few weak tugs, as though beckoning him to follow her pull. Not wanting to tempt upsetting her, he complied as he was guided away from the bales of hay behind him, Flutterbat dismounting and crawling away from him with Braeburn hissing a bit here and there from the still very fresh bruising he’d received, until she had pulled him far enough to the point where he could lay on his back comfortably.

This seemed to be what Flutterbat wanted, for her tail released it’s hold from his neck before gently pressing down on his chest, as though instructing him to lay down, an order that he was more than willing to agree to. Braeburn let out a small sigh when he felt soft hay against his back, rather than the compiled and heavily compressed bales from before, but before he could further appreciate his new position he felt his altered love slowly crawl back over him. Looking down and along his stretch of body, he watched with widened eyes as Flutterbat once again slowly crawled over him, her half-lidded eyes and light pants giving her all the powerful allure of a stalking predator. She never broke eye contact with him the moment he laid eyes on her’s, even as her massive, hanging bust perfectly sandwiched his cock as she made her way up past his hips, or as it softly rubbed up against the length of his body as she made her way closer and closer to coming face to face with him, the farm stallion cooing in pleasure from just feeling the soft cushioning of her bounty brush up against his wanting phallus alone, let alone against the rest of his body.

It wasn’t long before both altered bat mare and farm stallion were now face to face once again, with her massive bust pressing down against his slightly laboring chest while the side of his rock hard cock was pressing against her covered marehood. Braeburn simply laid there as Flutterbat continued to stare down at him, unsure of what she might do next, but it seems he didn’t have to wait long when she started swaying her hips side to side, taking his cock for a small ride in-between her flanks as she teased it. The Appleloosan couldn’t help but left a soft grunt escape his lips, straining his bruised neck a bit as he looked down and tried to stare past her hips, only to look back up to her to find her still staring at him with that wanting gaze. Flutterbat’s hips then suddenly stopped, and instead she began rubbing the entirety of her body against his, letting out soft moans as her breasts rubbed against his firm, toned chest. She continued doing this for a few more seconds before she stopped, staring into Braeburn’s eyes with only slightly more intensity than before, then slowly stood up on her knees, leaving the farm stallion slightly confused of her suddenly strange behavior.

Before he could even ask her what was wrong or what she was planning to do, Flutterbat slowly brought her hands to her minimally covered breasts, where she proceeded to grope and massage them, and causing her to moan a little at her own ministrations. Once again, it didn’t take a genius to figure out what she wanted, and Braeburn was more than willing in wanting to grope and massage those massive tits of hers. However, he was still going to wait for her to make the first move, but his waiting would ultimately unveil something he never anticipated when she then did something that only confused him once again, if not more than before. Flutterbat slowly stopped groping herself before her nails started to glow in the same neon pink, the same way that Braeburn had only seen when she would extend her nails into those razor sharp claws. But instead of having them do that, he watched in an increasingly stunned state as she grunted and whimpered as she crossed her arms over herself, placing a hand on either one of the opposite's sides of her chest, as she, somehow, began to dig into and peel away the mysterious black fabric-like covering of her outfit, as though it were alive and fighting back on some level, the defining outlines of where her nails were cutting into it glowing in the same neon hot-pink.

Then, in a one, sudden moment, she flung her arms outward as she tore through and away the ethereal fabric, her head tossed back with eyes widened in a shocked, almost stunned expression, as the glowing torn remains fluttered about her from the tips of her nails in an almost spherical shape, exposing her breasts to him. Braeburn watched in stunned awe and horror as the ghoulish, tattered remains of the mysterious fabric that had once covered her bust continued to flutter of their own accord for a moment longer, before Flutterbat’s chest jutted upward, and the shredded remains flying from her fingertips and straight into the hole of her chest. The moment the last of the mysterious material returned to her unnatural hole, Flutterbat seemed to return back to the way she was before, giving only a slight shake of her head before looking back down to a still stunned Braeburn. With the top part of her outfit now torn away, the remaining portion of her outfit now looked more akin to a corset or braless bustier to him, covering only as high as her mid-waist, just above the bottom of her ribs. She gave a soft, sensual sigh as she slowly brought her hands back to her now exposed breasts, the soft sound bringing back Braeburn from his stunned state just in time to catch the feral bat mare once again groping at her own breasts again.

Flutterbat seemed to be moaning more passionately at her own touch now than before, no doubt the removal of the obstructing fabric allowing her to feel more. Braeburn’s eyes widened as he swallowed dryly when she then brought one of her hefty tits closer to her mouth, allowing her unnaturally long tongue to trail over the top portion before trailing even lower, the very tip just barely able to tease her noticeably erect, hardened pink nipple. While she was doing this, Braeburn noticed her other hand released her other breast before trailing down the middle of her body, the farm stallion being torn whether to stare and watch as Flutterbat pleasures her own nipple with her own tongue, or to see what her free hand might be up to next. Finding the prospect all too enticing for him to ignore, Braeburn opted to follow Flutterbat’s drifting hand as it made it’s way closer and closer to her marehood, her fanned fingers slowly coming back together the closer she came. When her fingers eventually reach her crotch, she slowly rubbed all four of her fingers against her needy snatch through her cursed apparel, moaning softly as she did so, her fingers moving more and more desperately as her pleasure mounted. It didn’t take long before she could no longer wait, and Braeburn noticed as the nail on her middle finger begin to glow in the same hot pink as before, before she trailed it as far back and behind her as she could.

Braeburn watched with more fascination of the situation now, as Flutterbat dragged her glowing nail ever so delicately along the crotch of her black outfit, cutting it cleanly from what he could guess as far back as her plot, to all the way to the front as she dragged her finger over her mound, and finally exposing her marehood to him. The Appleloosan’s eyes locked onto her winking nethers immediately, his nostrils filling with her scent and causing his cock to grow even harder in anticipation of mounting her, while her excited lower lips dripped in her arousal onto his lower abs. His attention, however, was pulled back to the mysterious, ethereal fabric as it began to morph and change right before his eyes, the material splitting itself into four tendril-like appendages before the tips drifted away from her crotch and towards fronts and back her thigh-high leggings, where the edges glowed with the same neon pink before the two edges met and connected on each leg, creating what looked like garters and completing the outfit’s transformation, the outfit having now fully divided down the middle of and exposing Flutterbat’s front.

Braeburn could only stare with mouth agape as he watched her outfit’s change happen right before his eyes, as though the material itself was almost alive in a way, and all the while, despite the sheer eroticism of all of it’s displays thus far, questions still ran through the farm stallion’s mind. Is this power over her attire a form of dark magic, and if so, could it be and extension of the same magic that had changed her into the monster he had fought earlier? Does this mean that the Fluttershy that he believes is still inside Flutterbat has learned to control a little of it? If it is magic, then is there some way to remove it from her, and have her change back to the sweet, loving pegasus mare that had fallen in love with, or will all this be permanent?

His racing mind, along with his growing worries for his altered love, were quickly distracted and put aside respectively when Flutterbat gave a soft mewl, her voice sounding almost needy, and Braeburn quickly returned his attention to the altered mare above him. She was still looking down at him, her half-lidded eyes almost pleading for something once again, but before he could ask what it was she wanted, she let out a heated huff that was followed by an erotic moan as her face contorted some. Not sure what it was she wanted, he got his answer soon enough when he looked back down to where her marehood was, where she had already had her ring and middle fingers eagerly dipping in and out of her dripping folds, just in time to witness them as she pulled them out, letting them drip with her arousal against his bare chest as though she were trying to show him just how wet she was. Braeburn’s eyes widened while his cheeks burned red hot, and as he looked back up to the needy mare above him he tried his best to steady his racing heart and mind.

“Y-Y’all…want me tuh eat you out?” He asked, his voice noticeably shaking, though whether it was out of excitement or nervousness, even he didn’t know.

Flutterbat gave a needy sigh before suddenly falling back to her hands and knees, her bare bust now pressing warmly against his toned chest, then once again started crawling up the length of the farm stallion’s body. Braeburn’s face was momentarily compressed into the deep, dull yellow cleavage of Flutterbat’s tits as she passed over him, the farm stallion relishing in the warmth of their bounty coupled with her invigorating scent, having nearly forgotten the large hole still in her chest that came before. He was so lost in the blissful feeling her breasts against his cheeks that he hadn’t noticed the rest of her passing over him, until he was now nearly face to face with her nethers. It all became that much more real to him when Flutterbat then stood on her knees again, looking down at the farm stallion through the small space that her cleavage would allow, her eyes reading everything he needed to know. He gave her a curt, knowing nod of his head before turning his attention to the true task at hand, and as he stared at her winking, dripping folds, he felt his mouth water with anticipation for what was to come.

For so long, he had had “thoughts” of being in this same situation with Fluttershy in the past, though never in his wildest imagination did he ever think it would turn out like this. He had hoped for a more loving, intimate scenario, rather than the carnal, lustful position he’s been placed in now, not that he was one to complain. Splitting hairs aside, his thoughts were put on hold when a single drop of her arousal managed to land on his lips, the farm stallion instinctively lapping it up, and his eyes widened even more at the taste. She was everything he thought she’d taste like, a little sweet, with the hint of fruit and a certain muskiness that he simply craved, even if he couldn’t understand why. Flutterbat gave a weak whine of impatience and spread the right of her vulva open with her wet fingers, physically trying to convey to Braeburn that she wanted him now, but he needed no further enticement other than the sweet flavor of her arousal for that. Taking the brash end of the situation now, he let out his tongue as he gently dragged the length of it over her half-spread slit and getting a full blast of her flavor, causing the altered mare above him to give a higher pitched mewl of pleasure. Flutterbat instinctively dropped her hips closer to Braeburn’s face, wanting more, and he happily obliged as started to actively lap and dig into her marehood, collecting every drop of her arousal that was on the outside he could.

Flutterbat threw her head back and moaned with abandon when she felt his tongue start to part and trail along the inside of her folds, bringing her right hand down quickly to run her fingers through the mess of a mane that was Braeburn’s, while her left hand quickly attached to her breast, groping it for additional spikes in pleasure. She ground her hips back and forth, trying to work alongside with Braeburn’s dancing tongue, and he responded in turn as he started drilling the tip of his tongue deeper into her, teasing to penetrate her, then pull away as he worked upward. Flutterbat let out a sharp wail of pleasure when she felt his tongue start to swirl around and flick against her swollen clit, causing her to buck her hips hard before stopping and to gently pinch her nipple in-between her thumb and finger. Taking the moment from her hips grinding against his face, Braeburn teased her sensitive nub for just a second longer before trailing back down and into her folds, where he then finally penetrated her and started lapping at her quivering walls with his more-than-skilled tongue.

Braeburn moaned hungrily as he ravaged her, causing Flutterbat to release more of her sweet juices for him, the altered mare crying out sheer ecstasy as the vibrations from them resonated against her hypersensitive clit, stimulating her all the more and releasing more of her juices for him to lap up. It wasn’t long before he could feel her inner walls start tremble and quiver more and more, with Flutterbat’s moans growing higher and higher in pitch telling him that she was close to her own orgasm. He arched his head back, angling himself so he could both thrust his tongue in and out of her love tunnel, while at the same time saw at her clit with the flat of his tongue, the effects almost immediate as her moans quickly grew higher and higher. But before he could finish, Flutterbat quickly raised herself off of him, his tongue slipping out of her and out of his reach, leaving the farm stallion rather stumped as to why she would suddenly want it all to stop. His confusion would be short lived when Flutterbat then quickly turned around, her plot now hanging over him along with her still winking snatch, then was once again greeted by the warm, wet sensation of her tongue, eagerly lapping and licking his member without hesitation as she moaned and whimpered eagerly before he felt her lips quickly wrap around it and taking him all the way back into her mouth.

Braeburn groaned as his head fell back down to the hay below, having never noticed that he had lifted it until then, losing himself to absolute pleasure as Flutterbat built up to the quick, eager pace she had before as she sucked his cock. She moaned pleadingly around his cock, causing him to hiss and groan in pleasure, and as he watched her shake her hips just as eagerly above his face, he realized what she was trying to communicate to him, and mentally face-palmed himself for not seeing it sooner. Understanding what wanted, Braeburn wrapped his forearms around Flutterbat’s hips and gripped at her flanks, the farm stallion nearly moaning as he felt his fingers sink into the juicy, fatty ass, before pulling her hips down to his face, his tongue already out and willing as it eagerly dug back into her sopping wet pussy. He was immediately greeted with a high-pitched moan vibrating his cock, as well as Flutterbat moving her mouth faster around it, the farm stallion moaning just as enthusiastically into her winking snatch while her tongue eagerly swirls and wraps around the girth of his cock.

Braeburn could feel the once denied orgasm start to build up with a vengeance, boiling in a primal wrath in the base of his cock and in his balls, with Flutterbat and all her wanton moaning around his growingly sensitive shaft only aiding in rushing it that much faster. And by contrast, he could feel her inner walls rippling around his tongue as he furiously tongue fucked her and her clit with abandon, the altered mare near squealing around his increasingly throbbing cock in delight despite having the small black wings that jutted from her hips furiously slapping at his hands. After a few more moments, both parties could no longer hold back as they reached their absolute limits; Flutterbat gave a muffled scream of euphoria as she reached her climax, pressing her hips down hard onto Braeburn’s face as she orgasmed, filling his mouth with her sweet juices repeatedly, her orgasm being extended as the farm stallion continued to tease and lick at her now hypersensitive nub. In turn, Braeburn groaned primally as he gave a hard thrust of his hips upward as he finally came, having only a moment to feel the first spurt travel through his cock before feeling it explode past his hypersensitive cock head, and inside Flutterbat’s mouth.

The altered mare’s cheeks puffed out to their limits as she struggled to hold his first load in her mouth, eagerly swallowing it all and giving a mewl in delight before suddenly being met with the second, her eyes screwing tight while her cheeks inflated again to hold the larger load. Despite the massive amount, she managed to swallow it all, her cheeks filling and inflating over and over again as the next several volleys filled her mouth. Eventually, they started to grow less and less intense, until only a small amount trickled out and managed to only cover her tongue, before Braeburn was finally spent. Flutterbat suckled on his cock for a moment in order to draw out the last few morsels of cum for herself before finally releasing his slightly softened member from her lips, letting out a sigh of contentment as she sloshed the last bits on her tongue, savoring the thick, bitter fluid before swallowing it down.

Both Braeburn and Flutterbat simply laid there, one atop of the other as they collected their breaths, with the Appleloosan slowly licking his lips, the taste of his altered love’s juices firmly implanted into them and his now weary tongue. A few minutes must have passed before Flutterbat began to shuffle a bit before crawling downward and off of him, the last vision of her that he managed to catch being her long, serpentine-like tail as it slithered downward and out of his view. After a brief moment of ominous silence, he began to hear the soft rustling of dry hay, just past his bare feet, and for all intents and purposes, Braeburn thought that she was simply making a small nesting for herself to sleep in, seeing as the prospect of sleep sounded just right with him right about now as well. Sure, he could’ve lifted his tired head and neck to take a peek at what she was doing, but between his sore and bruised neck, and having what must’ve been the best orgasm of his life, he was quite inclined to simply lay there, and let her go about her business.

After a few more seconds of incoherent rustling, all seemed to go quiet in the barn once again, but rather than hearing the affirming sounds of soft snoring from the altered mare as he had predicted, Braeburn was greeted with the soft touch of the long, furry tail of Flutterbat at his body once again. He gave a light jolt when he felt the soft appendage against him at first, but quickly relaxed when he felt it gently roll and brush and dance across his abs, both tickling him and warming him with its soft fur. He then felt it start to slowly snake it’s way up his body, slinking side to side as it affectionately traveled up the center of his chest, until the bushy end was right at his face, where it then gently and playfully brushed and flicked at his chin. It took Braeburn a second or two, mostly from just being so tired, but he finally got the message that Flutterbat was trying to get his attention again. Taking the hint, the farm stallion gave a weak smirk before slowly lifting and sitting himself up, weak grunts escaping him from feeling the stinging pains of the bruises across his shoulders, but what he saw in front of him turned his small smirk into an astonished, jaw-dropped gaping mouth.

His eyes followed up the length of her bushy tail, where he saw Flutterbat, no more than a few inches out in front of him, resting in a small bed of hay on her hands and elbows, her round, dull yellow flank raised high in the air in the most natural and intimate mating position of all ponykind. His eyes must have widened to saucers when she then slowly looked over her shoulder, giving him the most tempting of bedroom eyes he’s ever met with his own, before giving a soft sensual mewl in desire while slowly flagging the base of her tail up and swaying her hips side to side, the rest of her long tail following suit as it curled and swayed elegantly in the air behind her. The swaying of her tail doubled as a natural fan of sorts, the specific swaying and curling of her tail intricately and efficiently funneling her scent of arousal directly towards him, as if to deliberately attract him, and only him, as her one, truly desired mate. And to add a touch of sensuality to it all, the end of her tail continued to gently caress and tickle the underside of Braeburn’s chin, as though trying to physically draw him in closer to her, and to her eager, waiting form.

The sheer eroticism of the sight before him, coupled with the strong, intoxicating aroma of her arousal had caused Braeburn’s softened erection to return to full strength, yet also mesmerizing him to the point of freezing him in place. He had to take a moment to unscramble his brain before finally coming back to his senses, but even then the Appleloosan swallowed dryly as he slowly ran his left hand through his mane, the realization of the intimate moment at hand leaving him in almost disbelief. He had waited so long for this moment, so long to show his physical love for Fluttershy, but at the same time this wasn’t what he wanted at all. He didn’t want to have primal, lust-filled mating with the creature what she had become, but rather he wanted to make slow, passionate love to the pegasus mare he came to know and love, to Fluttershy, the mare of his dreams, and savor every moment he could with her that they could share after. Despite being stunned honest, Flutterbat let out another soft mewl, this one sounding almost as though she were pleading to him in her impatience to be taken, as she gave her hips a quick, needy shake, followed by raising them up a little higher somehow.

“Y-Yuh really wanna be mounted, don’t ya, girl?” Braeburn muttered softly, the altered mare giving a compelling whine while her tail moved back to his waistline, before having it wrap around him and gently tugging him towards her.

Despite his moral objections, Braeburn found himself slowly closing the distance between him and Flutterbat, his own primal needs being fueled by the wanton sounds of a mare in need, and the intoxicating smell of her scent driving him to take this wanting mare for his own. Though he wished that he could share this moment with Fluttershy, his Fluttershy, a part of him managed to convince himself that, though she appeared different now, the mare in front of him was still Fluttershy, that somewhere deep inside she was still there -is still there- , and that she will enjoy herself, even if she won’t remember it. His moral conundrum, however, was quickly put aside when he slowly placed his hands on her hips, the altered mare giving a soft mewl in approval to his touch, then started to purr as he let his hands gently run and massage over her generous flank. The farm stallion bit down on his lower lip, struggling to hold back a primal grunt as he gave her flank another firm squeeze, the small pair of black wings at her hips fluttering at his hands in excitement again as his fingers sank a little into that juicy rear of hers, before tracing them up and over her wide hips.

Braeburn relished in the feeling of Flutterbat’s physique, running his hands up and down her perfectly narrow waistline and around her curvaceous hips while avoiding those little black wings, the altered mare cooing and purring at his every touch. To him, it was a perfect physical representation of a beautiful and fertile mare, one that he hopes one day would produce little foals of their own, should he ever confess his true feelings to his Fluttershy if she ever returned to her old self again. The mesmerized stallion was snapped out of his thoughts when Flutterbat gave a weak, but sultry moan, then suddenly bucking her hips back and causing the tip of his rock hard cock to gently tap against her winking snatch, once again voicing her increasingly growing impatience to her mate for the evening. Gently shaking his head to clear his thoughts, Braeburn realized he couldn’t delay this any longer, and so while he rested his left hand around the base of Flutterbat’s tail to ease her shaking hips, he took hold of his throbbing hard member with his right hand, bringing it to her winking pussy lips.

He took in and held a quick breath before slowly, but firmly, rubbing and grinding the head of his sensitive cock against her dripping slit, covering it in her natural lubricant while slowly letting his held breath escape his lips as he groaned at the sensation. Flutterbat let out a needy moan herself, her pitch only a little higher than before as she eagerly started bucking her hips back again and again in small dips, hoping to penetrate herself in her eagerness to be finally filled. Her actions weren't missed by the Appleloosan, and taking in another small breath he took a gentle, but firm hold of the base of her tail before gripping at his cock more firmly and began to gently thrust his hips forward. A high, pleasant groan escaped his throat constantly as he pressed his cock head more and more firmly against her now rapidly winking entrance, until he let it all out in a primal moan when he finally penetrated her, his slightly flaring head suddenly popping into her with a lewd squelch before being wholly consumed by Flutterbat’s pussy.

Flutterbat let out a high-pitched satisfying moan when she finally felt him inside her, her form visibly shuddering at the delightful sensation of having her mate penetrate her folds. Braeburn held himself there for a moment, the feeling of having her inner walls eagerly rippling around his sensitive cock head in an attempt to suck him in deeper left the rest of his phallus feeling like a lightning rod, sending strong jolts of unparalleled pleasure running throughout his being. Before he knew it he was slowly letting more of his cock sink into Flutterbat’s welcoming pussy, a string of lewd moans and cries of pleasure escaping her as she felt his cock filling her up. Braeburn traded his hold on Flutterbat’s tail and his cock for her hips, running his hands over her round flank for a moment before drifting down to her inner thighs, massaging and groping them around her new, strange Cutie Mark tenderly as he pulled her in closer. However, everything came to a sudden halt when Braeburn felt his cock head suddenly brush against something, even though he wasn’t even half way in, and when he did he could physically feel Flutterbat as she shuddered harder, almost nervously, and her moans slowly died before going quiet.

Braeburn’s eyes widened when realization washed over him quickly, this time knowing fully what, exactly, he had come across, yet the shock of it all was still enough to cause him to hesitate. That shock only hit him harder when Flutterbat slowly looked over her shoulder and up to him, her eyes reading a mixture of her pleading him to continue, yet at the same time there was a definite nervousness in her gaze, as though she were anxious about something.

It…It can’t be, he thought, but as she gave a weak buck of her hips back, followed by a weak cringe in her expression, the feeling of her untouched hymen was all the confirmation he needed. Is…Is Miss Fluttershy a virgin??

While he knew that he shouldn’t have been too surprised by the fact that his love wasn’t one to sell her virtues so easily, given her shy and timid nature, it still left him stunned to think that his Fluttershy was still untouched in this way, even through those intolerable Heat seasons that would drive any mare insane. But what really caused his heart to race nervously, was the fact that, should Flutterbat want to continue, which she clearly does, he was going to be the stallion to take away her innocence, to make a full mare out of his altered love. But as he paused there, sitting at the precipice, doubt and shame started to slither into his mind, wondering if he could even do it. What right did he have to take what is so precious to her away from her? What if Fluttershy didn’t actually love him, and was saving herself for somepony else, perhaps even for her wedding day? Nearly all pleasurable feeling in his body, save for his enveloped cock, started to drain from him when he realized what he had to do if he wanted to continue.

His was pulled from his whirling anxiety when he then felt Flutterbat’s tail around his waist again, this time the entire length coiling four times ever-so gently around him with the bushy end gently resting between his shoulder blades, as if trying to hold him in a warm embrace where her arms couldn’t. When he looked down, he noticed her staring back at her, and as he stared into her softly-lidded eyes, he couldn’t help but feel as though she were trying to tell him to not worry, that she wanted this, as though she knew that he was concerned, and letting him know that there was nothing to be worried about. And for the briefest moment, he couldn’t help but also feel as though he weren’t looking into Flutterbat’s eyes, but instead he were looking into the eyes of his beloved Fluttershy. A soft blush came to Braeburn’s cheeks as he lost himself in her gaze, and for the first, real time, he briefly felt that he was with his Fluttershy, that one moment putting all of his previous worries to rest as he felt more connected to her now than any other moment leading up to this. With his confidence slowly returning, he slowly lowered and rested himself on top of Flutterbat’s back as he brought himself closer to Flutterbat’s ear, his altered love giving a slight coo from feeling a bit of his weight on her back, his hands following him as they gently ran up the length of her spine, around the exposed hole of her back, and finally settling on her shoulders.

“If y’all really want this, Ah’ll give it to you, Miss Fluttershy,” he whispered tenderly to her, then gently massaged her shoulders as he slowly pulled out a few inches of his cock from her pussy, “It’ll hurt for a little bit, but Ah promise you it’ll go away faster than yuh realize, and it’ll start to feel good again.”

Flutterbat gave a small mewl in what he could interpret as a confirmation, her raising her head and gently nuzzling the side of it against his muzzle lovingly all the more confirmation he needed that she understood him, even trusting him. Despite the obvious signs of trust she expressed to him, as he nuzzled back he couldn’t help but happen to notice her hands slowly balling into tight fists, as though preparing for the inevitable pain of her hymen being torn. Taking it as a sign that she was pretty much ready, Braeburn gave a tender kiss to the back of her ear before slowly pulling out another inch or two from her pussy, the mare below him tensing some, before he closed his eyes and gave a firm, swift thrust back in, his cock head breaking through her hymen in one go. And for the first time that night, Flutterbat threw her head back as she wailed in pain, the Appleloosan trying to keep his hold on her while she squirmed violently beneath him in her pain as he tried to comfort her. He continued to try and massage her right shoulder lovingly while also wrapping his left arm around her and holding her close, trying to shush her and whisper soothingly into her ear in his attempt to comfort her, despite her large wings flailing and flapping haphazardly for a moment. She then suddenly slammed her right palm into the ground, the hardened earth beneath cracking under her unnatural strength, before dragging and cutting deep lines into the floor as she dragged the fingertips of both her hands across it.

As suddenly as her outburst came, she began to finally calm down just as suddenly, the worst of the pain seeming to have passed over for now, much to Braeburn’s relief. But even then, he continued to his efforts to comfort her, and with her no longer writhing underneath him he brought his left hand back to her shoulder, joining it’s twin as he gently and lovingly rubbed up and down her upper arms.

“Shh, shh, it’s alright now, Miss Fluttershy,” he whispered softly, gently kissing the back of her ear again, “Worst part’s over now. Jus’ let me know when yer good and ready, and we can get started again.”

Flutterbat continued to whimper and pant softly for a few more moments, her tail curling and uncurling around him in a steady rhythm as she waited for the last stings of pain from her lost virginity to finally fade away. When she felt the last bit of pain start to grow numb, she gave a weak roll of her shoulders to shake off Braeburn’s hands before giving a weak buck back, trying to convey to her mate and lover that she was ready to continue. Taking the hint, Braeburn gave her one last kiss, this time on the left side of her cheek, before letting his hands slowly drift back down the length of her body, until they were now softly rubbing and massaging the sides of her hips. He took a firm hold of her before slowly pulling out, Flutterbat whimpering softly a bit from a mix of pleasure and pain, before he firmly, but slowly thrusted back in, sinking deeper into Flutterbat’s love tunnel than before. The altered mare gave a mixed, but lust-filled moan when she felt his cock thrust deeply into her, her once untouched depths now being stretched and filled with stallion cock for the first time, before moaning softer as she felt him slowly pull out again, only to let out another loud moan as he thrusted back in again, going even deeper than before.

Braeburn continued this slow pattern of gradually thrusting himself deeper and deeper in, groaning in his own unparalleled pleasure from feeling more and more of his cock being massaged and enveloped by her warm, rippling depths. He had to fight back his primal urges to roughly hilt himself within her with every thrust in, biting his lower lip so hard he thought he would draw blood as those urges grew stronger with every inch deeper he went. When it came to when her outer lips met his medial ring, he was worried whether or not she was ready for that much thickness just yet, but to his surprise those worries quickly didn’t matter when Flutterbat unexpectedly met his thrust with her own, the altered mare throwing her head back and moaning particularly loud when her eager pussy lips stretched and accepted it with a lewd pop. Braeburn threw his head back and groaned in pleasure when his sensitive ring suddenly squeezed past her tight entrance, only to pop it back out as he pulled out, then thrusting it back in on his own and causing her to moan ever so lewdly. The acceptance of his medial ring spurred Braeburn into thrusting a little deeper in with each push to hilting her, the farm stallion moaning more openly now from feeling it along the inside of Flutterbat’s pulsing walls. Flutterbat meanwhile continued to moan and whimper as her mate came closer and closer to hilting her, a dumb grin beginning to form on her face with her tongue hanging out to the side of her grin as she felt his cock stretching and filling more her once untouched depths, his medial ring bumping and rubbing seemingly every sensitive spot inside her pussy, letting out a particularly loud and high-pitched moan whenever it ran over her g-spot.

Braeburn pulled out a few inches once more before the then gave one last hard thrust in, the farm stallion grunting and moaning with satisfaction as he finally felt Flutterbat’s warm, soft flank gently slap against his hips, a dumb grin of his own stretching across his face. Flutterbat, in turn, gave a satisfied yelp of pleasure when she felt his cock head tap and press against her innermost barrier, knowing that her mate had managed to bury every last inch of his cock deep within her, as well as to fill and stretch every inch of her needy depths to the brim. Braeburn held himself this way for what must’ve been several seconds, but for him it could’ve been for minutes, or even hours, relishing in the incredible feeling of the entirety of his stallionhood being enveloped in Flutterbat’s warm, tight pussy, her inner muscles already gripping and massaging it vigorously in an attempt to milk him of his seed. Meanwhile, Flutterbat panted like a bitch in heat, her eyes slowly rolled back in pure bliss as she felt his cock throb and twitch inside her, it’s heat permeating through her clenching inner walls and into her being, making her feel that much more complete. Her tail coiled just a little bit tighter around Braeburn’s waist when he then started to move, slowly pulling out inch by agonizing inch, Flutterbat moaning and whimpering as more and more of him left her, leaving her feeling so empty and that much needier to be filled again with every inch he took back.

Flutterbat trembled as she felt the last few inches of his cock reach her outer lips, her lust-addled mind fearing that he would pull out completely, until she finally felt him stop his retreat, leaving only his cock head and three or four inches of his shaft inside her. She had to wait only the briefest of moments before she felt him firmly thrust back in, the farm stallion groaning deeply as he swiftly buried half of his cock back into her, stopping only when his medial ring popped back into her dripping cunt. Flutterbat threw her head back and nearly wailed in ecstasy when she suddenly felt full of cock again, even if were only half of it, with his medial ring slamming past her humming clit nearly pushing her over the edge and into another orgasm. She hardly had any time to collect herself before Braeburn once again pulled out to leaving only a few inches inside her before thrusting halfway back into her again, Flutterbat moaning loudly as the farm stallion repeatedly thrusted into her faster and faster, slowly building up to a steady, pleasurable rhythm.

Braeburn let both his head fall back and his eyes to close slowly, letting primal grunts and groans of pleasure roll from deep in his throat as he allowed every part of his being to be simply filled with nothing but the pure euphoria of sex, from having his cock eagerly, but steadily pounding away in and out of Flutterbat’s gripping folds, to her cries of blissful ecstasy ringing in his ears with every hard thrust in he gave her. The farm stallion then reopened his eyes, letting them slowly travel up the length of Flutterbat’s back, admiring her, just as the altered mare let out a loud, wanton wail, her entire being shuddering as her pussy spasmed around his cock, immediately tightening and rippling around his cock as she panted and moaned higher in her orgasm. His eyes quickly screwed shut as he groaned loudly in his own delight, having slowed for just a minute to relish in her incredible new tightness before he returned to his previous rhythm, his thrusts even more powerful as he fucked her through her still-ongoing orgasm. He couldn't help but smirk a bit in aroused amusement when he noticed her face as he fucked her harder through it all, her expression reading nothing but pure euphoria as she stared blankly upward while she panted and moaned like a thoroughly used slut with her tongue nearly hanging all the way out.

Seeing her so happy only spurred his libido harder, the farm stallion’s imagination starting to wonder how happily fucked silly she’d look and sound when he started using his full length, hilting her over and over again without mercy. But he knew better, he knew that if he did that and simply rut her senseless into the hay and dirt it wouldn’t take very long for him to reach his own climax, and he didn’t want that, not just yet. He wanted to savor this time with Fluttershy, to make it last for as long as he could before he could no longer hold himself back, and simply let nature and instincts take over. But as he rutted his altered mare into yet another orgasm and causing her snatch to grip and massage his member in a warm, velvety vice, his slowly growing needs to simply hilt her took another forceful blow to his waning want for intimacy as he groaned and flared his nostrils loudly, and pounded his length even harder through her orgasm to keep up his tempo, causing her to nearly scream in untold bliss.

Braeburn could feel his own climactic end start to creep up on him as the next few minutes simply flew by him, his nostrils flaring with almost every thrust in he made now as he felt his swelling balls growing more and more from the overproduction and overflow. But he wanted to hold out just a bit longer, just a moment or two longer before he gave in, but Flutterbat utterly destroyed the last bit of his willpower when she suddenly reached her third orgasm, the mare throwing her head back and wailing in her own bliss as her love tunnel worked it’s tempting magic on Braeburn’s increasingly growing sensitive cock. Braeburn threw his own head back as he felt her eager walls grip at him in her orgasm, the sheer pleasure that electrified his spine and every pleasure-feeling nerve in his body forcing him to stop half-hilted inside her, not wanting to press his luck and nutting inside her too early. Both mare and stallion panted heavily as they each caught their breaths, brows dripping with sweat and the heated air around him heating the mix of male and female scents that pervaded them, before Flutterbat gave a very eager moan as she rolled her body, twisting and turning in a way that allowed her massaging inner walls to grip at Braeburn’s throbbing member.

It was the last straw that broke for him, Braeburn groaning as he felt his cock being massaged so readily by her twisting insides. He was done holding back, and from how eagerly Flutterbat was bucking back into him while she moaned wantonly he could tell she wanted nothing more than everything he could give her, and he was primed to give her just that. Braeburn then trailed his hands up from her hips and to her waist, where he took a more firm hold of her as he leaned in closer to her, just behind her slightly twitching ear.

“Yuh ready fer the real rodeo, girl?” he panted slightly, Fluttershy shivering from feeling his heated breath against the back of her ear, and the altered mare gave a loud whine, pleading hanging on her tone so thickly that it would be obvious to anypony else that may have heard it. Grinning, Braeburn then retracted nearly all of his cock from her pussy, leaving only his pulsing cock head within her suckling snatch, and held himself there, the mare shuddering from feeling so empty now.

“Well then, here you go!”

In one, powerful thrust, Braeburn quickly slammed his hips forward until they struck against the back of Flutterbat’s plush flank with a satisfying slap, the entirety of his cock having been buried deep into her cunt in almost an instant. Flutterbat’s eyes shot wide open as she threw her head back and cried out in a powerful mix of pleasure and some slight pain from the sudden intrusion, her outcry quickly melting into even more lewd moans as her eyes rolled back slightly farther into her head. Her mind nearly ran blank as she simply relished in the feeling of being so full, feeling his cock throbbing so hard deep inside her that she felt that her mate could empty his seed inside her at any moment. Braeburn, meanwhile, threw his head back and let out a primal moan as he held himself there, even holding her waist a bit tighter as he ground his hips into her and causing the mare he had now fully mounted to whimper and moan so brokenly that he thought she’d pass out at any moment. After taking another second or two to let the entirety of his cock to be thoroughly massaged by Flutterbat’s eager love tunnel, he pulled back out until only his flaring head was left, then swiftly slammed his hips hard against her flank and hilted her again, hard.

Flutterbat threw her head back and cried out as she felt every inch of her mate’s cock slam back into her, her eyes rolling back just a bit more as intense jolts of pleasure shot up her spine and into her brain when she felt his flare mash against her inner barrier. Before she could register what had happened, Braeburn was already pulling his hips back before he slammed into her again, the altered mare giving another cry of ecstasy before he repeated himself, slamming his hips into her over and over as he feverishly raced up to an eager, rutting speed. Her entire body tensed as she nearly screamed with each hilting he gave her, his rough and eager fucking of her forcing her to brace her forearms against the hay-matted ground with every thrust in, despite that her body eagerly rocked back and forth with him, her breeding instincts running higher than ever as she met his thrusts with her own, trying to drive her mate’s cock all that much deeper into her and have him erupt directly into her hungry womb.

Braeburn grit his teeth as untold pleasure wracked his body and mind, all his focus now centered on the feral beauty below him, watching her hips rocking violently against his as they fed each other’s ever-growing lust. No sooner after he had begun his full ravaging of Flutterbat, the mare let out another loud wail of ecstasy as her body was wracked by another, more intense ograsm, the farm stallion hissing through his teeth as he forced himself to pummel through her impossibly tightening walls, pausing only once in wanting to feel every inch of his cock being eagerly gripped and suckled by her inner muscles before returning. For what must have been another couple of long, blissful minutes, Breaburn was in absolute Heaven, with no doubt in his mind that Flutterbat was right there with him, maybe even more enveloped in her own pleasure than he was. But just as he had predicted, the slow, but steady crawl of his own orgasm was now barreling down like a train on full-steam, and he had effectively thrown out the brakes to slow it down.

“I-I’m gettin’ close, M-Miss Fluttershy,” he moaned over her cries of pleasure. No sooner had he said that, she began to eagerly buck back with each of his thrusts, causing the farm stallion to throw his head back and moan in euphoria. Lost as he was, however, he snapped back when he felt the tell-tale burning in his loins, growing worse than any pyre or molten metal slew with each every thrust, and with his end drawing that much closer, he returned his attention to her, a small grin forming on his lips. “Y-Yuh want me tuh cum inside yuh, girl? Fill yuh up nice and full?”

No sooner had he said that, Flutterbat quickly glanced over her left right shoulder to him, staring lustfully at him with that single eye that clearly sent the message that she wanted it to happen, the message so strong it sent a pleasurable shiver up his spine. It was also then that he felt something constricting tighter around his waist, and when he looked back down he was quickly reminded of the fact that Flutterbat still had her tail wrapped around him, with her tightening a clear indication that she was telling him that she had no intentions of letting him pull out. That message was further emphasized when she then used her tail to pull his hips in even closer, slamming his hips into her and causing her to moan lewdly, and keeping him close with just enough slack from her tail so that he could only pull about a third of his cock out, and keeping it taunt enough where he couldn't pull away any further without her tightening her hold around his waist.

Braeburn was taken a little by surprise by her sudden actions, but nonetheless grinned a little more when he felt that soft tail of hers ripple around his waist, making it so that he clung to her when he finally reached his limits. With no other plans and no other way out, and with his quickly upcoming orgasm boiling to the point of no return, Braeburn could do nothing but simply fall back and let instinct and nature take it’s course, gripping at Flutterbat’s hips tightly as he pistoned his hips and what length of his imprisoned cock in and out of her rippling pussy with abandon, all the while the mare below him wailing moaning freely as she eagerly awaited for her mate to finally reach his end, to finally feel the seed she had so greedily fed on fill her pussy to the brim and beyond.

“Buck, A-Ah’m gunna cum‼”

He took one last glance down at Flutterbat, who, satisfied that her mate now about to ravage her fully, was wailing and crying out in her own bliss, feeling her pussy walls rapidly gripping and massaging around his cock as her last orgasm quickly grew alongside his while she impatiently waited for him to burst inside her. Seeing her so happy, so ready, so fucked silly that she was practically beaming, finally brought Braeburn over his tipping point, and after giving his last, powerful jerking thrusts into her pussy, slammed his hips against her round ass while pulling her in, throwing his head back as he gave the loudest, most primal groan he ever given that night as he felt his tip flare wide just as his molten seed rushed through his throbbing cock, and finally explode past his cock head against her cervix. Flutterbat screamed in ecstasy as she felt the first splash of Braeburn’s cum spray against and then through her barrier, her eyes rolling back as far as they could go just from the feeling of the first burst of his hot load crash against the inner walls of her womb, nearly filling her, triggering the most powerful orgasm she’d ever had that night.

Braeburn groaned and humped hard into Flutterbat as he came again, lost in his own orgasm, the altered mare giving a wail of delight as she felt his second load punch through her cervix and flood her womb to the brim, dragging out her orgasm even longer, with his massive flare creating a perfect seal that would keep every drop inside her. On and on, Braeburn would grunt and hump into Flutterbat with every spurt from his cock, his flaring bulb kissing her cervix before delivering another thick load into her after another, with Flutterbat simply laying there like the satisfied mare she was, taking it and moaning wantonly with each burst she felt. It wasn’t long before she could feel her waist tighten, her once toned, flat stomach starting to bulge and inflate as her mate continued to relentlessly empty himself inside her, but Flutterbat was too lost in her ogasamic Nirvana to care, even finding it satisfying, to know that her mate was so virile that he was making her round before she took. Braeburn gave his last few thrusts as his loads finally tapered off, growing less and less intense until he knew he couldn’t give any more, and finally let himself relax, gently laying himself down along Flutterbat’s back.

Both ponies panted greedily for air as they basked in the afterglow, both having and equally large, dumb grin of bliss on their faces while slowly coming back down from their highs, until Braeburn felt Flutterbat’s tail go slack from around his waist. Taking it as his ticket to pull out if he wanted, Braeburn ever so slowly pulled his softening cock out from within her, making sure that nothing traveled back with him, and Flutterbat moaned softly as she felt it leave her one last time, until her still twitching cunt released his still slightly flaring head with a wet, satisfying pop. Once freed from her now satisfied pussy, Braeburn stumbled back a bit before finding himself with his back against the hay bale once more, resting his head back against the dried grass as he let his mind swim in what was left of his post-orgasmic high. Flutterbat’s movement in front of him caught his eye just in time to watch as she slowly and sensually turned around, smirking a bit to himself at the sight of her beaming, tired expression as she crawled towards him.

She ever so slowly made her way up his body once she reached him, rubbing her breasts and sporting new cum bump, along with other parts of her body up along the length of his own, until she comfortably sat on his lap once again, resting her hands on his shoulders as she stared straight into his eyes. Braeburn wrapped his arms around her waist, gently resting his hands on opposite sides of her hips, before Flutterbat came even closer and playfully licked at his cheek, which earned a light chuckle from the Appleloosan.

“Well, thank you, too, Miss Fluttershy,” he chortled, and gently kissed her cheek, just above the mask remains.

Flutterbat gave a light whining sigh at his kiss before gently brushing her cheek up against his lips, brushing past them and around to his available cheek, where she nuzzled into him affectionately. Braeburn gently nuzzled back, but it was only for a moment before she slowly pulled away, leaving only an inch or two between them as she locked eyes with him once more. Braeburn was content to just stare into those big red eyes, the fears he once held for them all but put to rest, but his attention was otherwise broken from them when Flutterbat slowly licked her lips, giving a soft, sensual mewl as she did. After the night he had had with his altered love, he had a bit of a working knowledge of what that particular sound meant, and his suspicions were confirmed when she began to gently rub herself against him again.

“Heh, still ain’t good an’ satisfied, are ya girl?” He muttered, a small crook of a grin forming at the edge of this mouth

Flutterbat responded with another heated mewl, before she then slowly raised herself higher, rubbing her big tits up his chest until Braeburn’s vision was filled with nothing but deep, yellow cleavage. She held herself there for a moment, heated pants escaping her lips as she rubbed her chest up and down against his face, then feeling his tongue gently dance up and down the center of her bosom a moment later, just below the unnatural hole that ran through her, the tip of it playfully digging into her thin fur. She then pulled away from him a moment later, Braeburn still savoring the light saltiness of her residual sweat, before cupping her right breast with her hand, moaning softly as she groped herself right in his face, as if tempting him to take it from her. Whether it was her actual intentions or not, it was all the permission Braeburn needed as he closed the distance between himself and her alluring breast, letting his tongue make that last stretch before slowly grazing over pink, erect nipple. The reaction was instantaneous, Flutterbat letting out a higher pitched sigh of pleasure before abruptly pressing her chest into his face eagerly, her teased nipple now nestled firmly in-between his lips.

Braeburn wasted no time as he wrapped his lips around it, giving a soft moan as he gave a weak suckle to it and causing the mare on top of him to pant faster, while his other hand was quick to latch onto her other breast. Flutterbat gently threw her head back and moaned unhindered when she felt Brae’s fingers give a firm squeeze, the farm stallion grunting in approval when he felt his fingers sink into the fleshy mound, easing up on his grip for just a moment before groping her firmly again. Braeburn could feel Flutterbat’s hardened nipple press firmly into the palm of his hand as he massaged Flutterbat’s breast, which spurred him to start rubbing and twisting his hand as he groped her in a way so that it was flicked and rubbed near constantly. The increasing amount of moans that Flutterbat was making was all that he needed to know that she loved it, but he was far from having given his all just yet. After gently suckling on her nipple for what must’ve been a few seconds more, he relinquished it from his suction, and instead simply sealed his lips around as much as could take in, before his let his tongue swirl messily around it, teasing her areola before flicking and swirling eagerly at her hard nipple.

Flutterbat moaned and panted heavily from Braeburn’s ministrations, his actions quickly building up her arousal and causing her once satisfied pussy to drip with a mix of her juices and her mate’s seed as she eagerly began to sway her hips. While her mate was enamored by her mammaries, Flutterbat looked back down and over her shoulder, a small blush coming to her cheeks when she saw that her partner’s cock was slowly growing hard again, her feral mind only registering that he was going to be ready to mate again, and in her wanting to speed things up, she watched herself as she whipped her tail a bit before having it snake towards the space between their hips. All the while, Braeburn was simply lost in his own bliss as he continued to ravage her right nipple with his tongue and her left with his eagerly groping hand, feeling his energy slowly coming back both to his body and his hardening member before he broke away and switched seamlessly. His sudden change seemed to be approved by his feral lover, if her change in moans was any indication to him, but he didn’t have much time to revel in it when he suddenly felt something soft brush up against his cock, then having whatever had caused that soft sensation to quickly and firmly coil around his entire length.

The sudden sensation of having his newly invigorated phallus being firmly wrapped in a warm, soft grip was enough to break his attention away from his lover’s breasts, and as he looked down he couldn’t help but feel his cock give a healthy throb when he saw Flutterbat’s tail coiled up tightly around every inch of his cock, from the base and his balls to all the way up to his still sensitive head, the slightly tufted tip playfully brushing over the tip and sending weak, but still enjoyable jolts of pleasure into his groin.

Ah was wondering if she was ever gunna use her tail like that, he thought, a small, dumb grin forming on his lips before his mind temporarily went blank when she gave his cock a teasing squeeze, a soft sigh escaping her as she did.

Braeburn groaned softly and bit down on his lower lip, the feeling from having his cock getting constricted like that reminding him of her tight cunt that he’d been in only just minutes ago. Another soft grunt escaped his lips when she gave him another firm squeeze of his cock with her tail, mewling as she did, and she pressed her hefty bust back into his face, the Appleloosan getting the message easily enough before he once again wrapped his eager lips around her left nipple, flicking at and swirling around it with little restraint while his left hand tended to the other, kneading and groping firmly at his own delight. No sooner had he returned to ravaging her tits, and Flutterbat began to moan pant like a mare in Heat once again, but unlike before where only she was on the receiving end of all the pleasure, her tail began to coil twist eagerly around Braeburn’s cock, much to the farm stallion’s delight. Braeburn groaned deeply when he felt the unique sensations that engulfed his cock, the firm hold she had of him, coupled with the soft touch of her dampening fur, felt nearly as amazing as the depths of her hungry cunt, but what really got his motor running was the unique way her tail moved around it. Rather than tugging up and down and jerking him off like he had thought she would do, she took a different direction entirely by rubbing around the length and girth of his cock, having her tail coil and spiral up and down, rapidly twisting around his member as it pulled away and recoiling tightly as she came back.

Both Braeburn and Flutterbat moaned freely as they pleasured each other, rekindling what smoldering lust was left over after their heated rutting just moments ago, both eager and ready for more once again. It was made apparent soon enough that Flutterbat was more eager of the two when she partially uncoiled his cock one last time after another minute, before Braeburn promptly noticed a difference when he felt her tail start to move it around, gently dragging and tapping his sensitive tip against her along her plot as she inched closer to her crotch, and realized that she was trying to align it with her waiting snatch. By the time he did realize, she had finally found her target, giving a heated moan when she once gain felt the warm touch of her mate’s cock head press firmly against her winking pussy lips, Braeburn stifling a soft moan when he felt her eager labia twitch against his flare. There was virtually no countdown for the feral bat mare, for when Flutterbat felt his twitching head against her entrance she quickly and harshly dropped her hips, her eager cunt swallowing every inch of his cock and impaling herself in it's entirety instantly. Flutterbat nearly screamed in carnal euphoria, wrapping her arms tightly around Braeburn’s neck and pulling him close as her pussy spasmed around his cock, the eager bat mare grinding her hips primally into his in an attempt to extend her orgasm.

A loud moan escaped Breaburn’s throat when Flutterbat suddenly hilted herself on him, the farm stallion suddenly finding himself wrapping his arms around Flutterbat’s waist the same time she was wrapping her’s around his neck, and gripping at her plush ass to hold her down it felt -and maybe even hurt a little- so good. He threw his head back and practically growled in ecstasy when he felt her walls then suddenly tighten and ripple around his entirely buried length, both the sensations and the mare’s own loud cries of pleasure informing him easily that she just orgasmed from the intense penetration. The two of them kept each other tightly to themselves in their embrace, the feral bat mare continuing to moan wantonly as she relished having her pussy so suddenly filled with her mate once again while the Appleloosan panted and moaned softly, partially focusing on trying not to bust his nut right there and then. After what must’ve been another few seconds of stillness, Flutterbat became active once more as she eagerly began to grind her hips against Braeburn’s, the feral mare moaning softly as she felt his cock move and twist inside her. Taking the hint, Braeburn quickly unwrapped his arms from around Flutterbat’s waist, but still choosing to keep his hands occupied and full with her flank, and no sooner had he relinquished his hold of her she quickly brought her hips up, just to where only an inch or two below his cock head was left, and swiftly brought herself down.

Another loud wail of pleasure escaped Flutterbat when she hilted herself again, her body shuddering from the powerful jolts of sheer pleasure that shot up and down her spine, and immediately brought her hips up and slammed them down, again and again, until her hips were nearly a blur as she rode Braeburn’s cock. Flutterbat was running on nothing but raw, powerful mating instinct now, eagerly bouncing herself on his cock and flooding her mind and body with nothing but pure, agonizing pleasure, wanting nothing but to feel her mate’s seed flood inside her again. She chose to rest her chin on Braeburn’s left shoulder shortly after, battering his ear with her loud cries of euphoria while her hips rapidly pistoned on his cock with abandon, the farm stallion holding no complaints as he let his love take the wheel. Braeburn simply sat there as he groaned and grunted with every hard slap of Flutterbat’s flank against his growingly tender thighs, letting Flutterbat ride him like a prize-winning cowpony on a bull at the rodeo championships. His fingers sank into her flank as he threw his head back, groaning loudly when Flutterbat slammed her hips down on him especially hard when she came again, gripping and massaging at his cock with a ferocity that he simply couldn’t compare to anything, short of a mare in Heat eager to be bred with a foal. She would hold herself there for a moment, the power of her orgasm shorting out her mind as she wallowed in it before she would start riding him hard and fast again, as though she were desperate to reach that high again as soon as possible.

Such eagerness was quickly bringing Braeburn to his own end, voicing his own growing pangs of a mix of pleasure and pain as his own orgasm was fast approaching, already feeling it start to build up more and more in his groin and balls. He had thought and hoped that he would’ve lasted a little longer, since they were going at it again after just finishing, but between her tail giving him the best…tail job?…of his life, and having her ride him like there was no tomorrow, he figured he could cut himself a little slack. And for the first time since she mounted him, Braeburn started taking a little initiative of his own, gripping her flank hard and holding her down as he rolled his hips up into hers, his eagerness to cum quickly building up to Flutterbat’s levels, yet never reaching them due to his higher thought processes. Flutterbat read the intentions of Braeburn’s sudden actions immediately, and voiced her growing own eagerness by crying out higher and higher while also somehow speeding up her hips as Braeburn held her down, never letting more than a third of his length leave her cunt with every bounce of her curvaceous hips.

Braeburn’s groans grew louder the closer he came to bursting, but he figured since Flutterbat never gave him any warning when they started, he figured it was only fair that he’d remain silent when he would finally reach his end. Braeburn let his head roll back as the last few seconds of intensely building pleasure wash over him before he suddenly gripped Flutterbat’s hips as hard as he dared, then pulled her down with all his strength as he hilted her, holding her there while he felt his tip flare wide inside as it kissed her cervix when he finally reached his orgasm. The feral mare let out a loud scream of pure pleasure as she felt the first rope of Brae’s cum crash against her deepest barrier, the feeling of having fresh seed being pumped into her already full womb triggering her final orgasm and causing her to wail and pant. Braeburn groaned deeper as he felt her inner walls spasm around his cock in their shared orgasm, the feeling of the mare’s tightening walls suckling at his cock and her expanding belly against his abs only spurred him harder as he delivered another volley of Apple seed into her ravenous womb. Flutterbat slowly went limp as her orgasm proceeded to sap more and more of her strength, content with feeling her mate shoot load after load in her already filled belly, whimpering and moaning lewdly like any mare spent from sex would, yet her arms were still draped around Braeburn’s neck.

Braeburn’s body finally started to grow slack as his orgasm began to taper, his body naturally trying to milk out the last bits of pleasure as he weakly rolled his hips into Flutterbat’s as he delivered the last few small spurts he had in him, before he finally finished and eased the last of the tension in his body. Both Braeburn and Fluttershy simply laid there, panting heavily as the events of the evening finally took their toll on both of them, but Braeburn was awake just long enough to hear the last pants escape from his feral lover, and turn into soft breathing that signaled that she had fallen asleep. With his lover sated for now, he took the moment to finally relax, resting his head back against the wall of hay for the last time as he stared up at the rafters above, petting Flutterbat softly. His eyelids were growing heavy fast, and as he looked up he found his last thoughts wondering what time it had to be on the outside, before he, too, felt himself quickly falling into sleep, and then, he did. No more than a few minutes after both lovers had fallen asleep, the remaining mysterious black fabric came to life of it’s own accord, it’s edges glowing in the same mysterious neon hot pink as it peeled itself off of Flutterbat’s body, conglomerating into an inky mass above herbefore quickly expanding and covering the entirety of Flutterbat’s form. The mysterious blackness remained for only a moment, before quickly removing itself from of her body, only to then suddenly and rapidly flood back into the hole that ran through her body, the hole simply vanishing with the last of the inky blackness disappearing with it.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The sounds of chirping birds could be heard from within the barn as Braeburn was slowly pulled from the dreaming world, and back into the waking world, the farm stallion giving a groan as he rolled his head side to side in protest before covering his aching eyes with his forearm, trying his best to blot out the harsh sunlight. However, he quickly snapped awake when he realized that it was morning, or at least the day time, and shot up when the first hint of the memories from last night hit him.

“Vampire bat pony!” He mumbled anxiously with a start, a part of his mind still asleep and believed that he was dreaming.

He went quiet as he looked around him, finding himself in one of the stalls filled with hay, the familiarity of the interior of the Sweet Apple Acres barn putting his mind at ease, and let out a soft, but exasperated sigh as he ran a hand through his mane.

“Was…Was last night a dream?” He pondered to himself.

A soft, feminine moan caught Braeburn’s ear, followed by the rustling of hay before he felt something soft and warm rest against his waist, nearly causing him to jump out of his skin, before he quickly looked down. His eyes went wide when he saw the lithe, yellow arm that laid across his abs, and as his vision trailed up, his jaw nearly hit the floor when he saw who the arm belonged to. There, sleeping soundly next to him and stark naked as he was, was Fluttershy, the mare of his dreams, a small, contented smile on her face as she slowly breathed. Braeburn felt his heart sink to the pit of his stomach, but at the same time it felt as though it were about to soar out of his chest he was so damn happy, all the while a million things ran through his mind. Remembering the one moment in particular when she slashed his vest to shreds, he quickly looked down at his chest, hoping wouldn’t see what he thought he would. Sure enough, there they were, the four, long scratches that ran along the length of this chest still red as they began to heal. Braeburn gently traced along the cuts with his own fingers, flinching a bit from having it sting a bit from the slight touch, the memories flooding back as he trailed along them. All the while, questions and concerns flooded his mind, the biggest of which was how Fluttershy turned back to normal, or whether she would remember last night.

“Definitely not a dream…,”he muttered solemnly.

He was startled out of his thoughts when he felt Fluttershy come closer, snuggling up to him and wrapping her arm around his waist, resting her head in the crook between his right arm and his chest, followed by a small, soft sigh escaping her as she continued to slumber on. Braeburn blushed a bit as he felt her snuggle up to him warmly -particularly from feeling her hefty bust pressing into his side-, feeling his mind slowly being put at ease as he watched his Fluttershy sleep so peacefully. His mind had finally calmed down enough to where he simply let go of the how’s and the why’s for now, and focused on the fact that he was simply happy to see that Fluttershy had returned to normal. A small smile began to grow on his face as he let the thought sink in, and as he carefully laid himself back down he tucked his left arm under his head for support while gently wrapping his right around Fluttershy, careful not to wake her as he pulled her in closer.

As he laid there, staring up at the high-hanging rafters, he reminisced the events of last night, at least the ones that didn’t involve him being tossed around like a rag doll, and all the while he smirked a bit, still unable to believe what had happened and what he had done Yet here he was, locked in the barn with a peacefully sleeping Fluttershy that may not remember how they made hot, passionate love the night before. When the thought of her possibly not remembering crossed his mind, Braeburn turned and looked at Fluttershy, and as he lost himself staring at her cute face as she slept, a small part of him prayed that she never remember what had happened, even if it meant that she would forget his sudden and somewhat uncouth confession. But at least on the bright side, he thought, he could always try again, now having more confidence in himself since he had found the right words, and maybe this time she wouldn’t threaten his life before he could.

The tender, calm moment came to a sudden, loud end when Braeburn heard the heavy metal latch slide open, followed by the door opening and hearing the one voice that made his heart leap into his throat.

“Now who in the hay would lock the barn door?” Applejack asked herself, before turning her attention back to why she was there. “Hey, Braeburn, y’all in here?”

Needless to say, Braeburn had a feeling this would be a lot harder to explain than three missing fillies...

Author's Note

It...it's done. After over a year and a month of writer's block, system failure, and having to rewrite EVERYTHING, it's finally, finally done! :raritydespair:

That being said, I do feel that I have to put this out there for you readers. While struggling to have this last bit written, I have contemplated an epilogue, one that has Fluttershy regaining her memory (as well as something more), and a more intimate, loving sex scene between her and Braeburn. However, since I've finished the initial story, the epilogue cannot be promised a definite release date.

Anyways, thanks for all of your patience while waiting for the (2nd to) last chapter! Hope you enjoyed! :twilightsmile: