Fluttershy waited in the lobby of the Spa, enduring the discreet curious glances from Lotus at the counter as she nervously pretended to read the magazines. She flinched as the door opened, scrambling not to drop her reading material, the glossy pages flapping as she struggled to grasp them before it slipped from her hooves, landing pristinely on the artistically messy arrangement on the table, none the worse for wear. Fluttershy was still left cringing at the fear of dropping it on the floor, tufted ears laid back until her mind caught up to the facts and she let a sigh of relief.

"H-Hello Fluttershy, da- Um. Hello." Rarity finally said, causing Fluttershy to squeak and jump again, nearly taking flight on leathery wings before forcing them down again. Rarity stared for a moment, and then trotted into the spa fully, looking uncertain, "I think... we'll have the usual, Lotus. With the, erm, Thestral package instead of Fluttershy's normal preening, I suppose...?" Fluttershy managed to nod, rustling her leathery wings.

"Sorry, it, um... I won't have another one ready until this afternoon." Fluttershy managed to mumble.

"...Right zen. Ve vill get ze oils ready." Lotus replied, ears still perked with obvious curiosity as she walked into the back.

Rarity stared intently at Fluttershy, silent. Fluttershy stared at the inside of her mane. The silence grew only more awkward for the dryad-batpony, but Rarity seemed immune, eyes roving over every inch of her body... except where her tail was wrapped around her bottom.

"Ve are ready-!" Aloe burst through the door, her announcement stopped dead when Fluttershy tried to cling to the ceiling. It didn't work.

"Darling, are you alright?" Rarity asked, taking a cautious step forward as Fluttershy lie on the floor, desperately trying to refill her lungs from how the floor had knocked the wind out of her.

"I'm okay." Fluttershy managed to weakly speak, looking up at her friend... and her startled shrunken pupils, staring down at- "EEP!" Fluttershy leapt to her hooves, tail clamped tight between her legs to hide her fat balls and bulging sheath from her friend. She rapidly backed toward the spa and its concealing robes... only to run right into a similarly startled Aloe, who for reasons unknown had lowered her head enough to get a facefull of Flutterump. A high-pitched squeal cracked a few of the picture frames, Fluttershy turning into a yellow-and-pink blur as she darted through the air on bat-borne reflexes, further into the spa.

"...What just happened?" Rarity finally asked, looking at the similarly stunned Aloe. Aloe didn't respond, frozen in place where her nose had contacted Fluttershy's... well, Rarity didn't want to think about what it had contacted. Ladies didn't think about such things. Okay, so they did, but they certainly didn't admit to it!

"Butter." Aloe replied. Rarity could only look at her in confusion. After taking far too long, Aloe seemed to realize she was being stared at, breaking from her trance and jumping almost as high as Fluttershy had, "WearesorryforthedelayMizRarity,rightthisway!" And the pink mare zipped into the spa as fast as her words, leaving Rarity blinking in further confusion. After a minute of staring, she gave up and entered the spa.

~~~

"Darling, I know it's awkward, but this is supposed to be relaxing, and I can't see you enjoying it sitting like that." Rarity finally broke the silence that had plagued them ever since entering the steam room, "I've already seen it, and I'd feel terrible if I ruined our spa day by making you feel uncomfortable."

Fluttershy squeaked, but slowly relaxed, finally arranging herself in a more natural position than the concealing clench she'd been in. Rarity tried not to look, she really did, but she couldn't help but glance at it, noting a pointed red tip poking out just an inch. She looked up to meet Fluttershy's eyes, the direction of her gaze obvious, and they both blushed, looking away.

"I've surmised your ability to create bodies is responsible for this... change... but may I ask why you chose to have... well, one of those? And the choice in wings?" Rarity finally spoke, managing to glance at her wild-looking friend and keep her eyes up.

"It was... this body was for a prank on Rainbow Dash. We both kind of... overdid it, and the other two bodies we had other than the first ones were kind of... destroyed." Fluttershy mumbled, barely louder than a whisper, audible only to small animals and those attuned to it. Luckily, Rarity had more experience deciphering it than anypony alive, (yes, including Rainbow Dash, who never had the patience.) "And, as for the... penis... well, you know how trees...?" Fluttershy trailed off.

"Trees, darling?" Rarity took on a contemplative look, turning back to her spa partner, awkwardness forgotten for the moment, "Trees...? Oh! Trees aren't... they aren't just one- Oh, I see, darling. This feels, well, natural to you then?"

"Mmhmm." Fluttershy answered.

"I see. So... destroyed?"

~~~

"HaHA! Mfhuhuh- I'm- HA! I'm so very sorry- huh- sorry, darling! But- but-!" Rarity descended to giggles again, barely able to keep her face still for Lotus to apply her facial mask.

"It's okay, Rarity." Fluttershy said with a smile, "It is kind of funny. And so was Twilight's expression when she came to bail us out."

Rarity proceeded to lose her cucumbers, getting a frown from Lotus, who eventually had to reapply the whole mask because of Rarity's rolling about on the floor. Aloe just seemed distracted, glancing at Fluttershy and blushing every few minutes.

~~~

"So, you told me about Rainbow Dash, but I'm surprised Twilight didn't come over to examine you first." Rarity questioned, trying to hold her head still while Lotus smoothed her horn of excess keratin.

"Mm. Well." Fluttershy squirmed in her seat, rear wiggling as Aloe's gentle hooves worked warm oil into her leathery wings- Rarity couldn't see anything with the cucumbers replaced, but Lotus was half-glaring at her sister, whose red face didn't seem to be paying any attention, "She did come over and take some samples. And teased me until I threatened to take her to my bedroom forcefully."

"Oh my. I didn't take Twilight for that kind of pony."

"It wasn't really her fault- she was up in my branches, breathing me in."

"Oh yes, darling, all those aphrodisiacs in your makeup. What kind of pervert could have created such a species, truly?" Rarity huffed, oblivious to Fluttershy's waving tail and Aloe's twitching nose.

"I'm finding I don't mind." Fluttershy purred, winking at Aloe, but not with her eyes- Aloe finally noticed her sister's glare, too, hurrying her work on Fluttershy's wings and pretending not to see either, "When I was doing Rainbow, the vine came out of her mouth and-"

~~~

"Y-y-you sent it j-j-just like that!? To t-t-the Princess?" Rarity gasped, sending her cucumbers off on the floor again, "Oh don't bother, darling. I apologize for making you worry about them so, but I think they've done their job for today." Lotus shrugged and threw them to the trash instead of returning them to Rarity's face.

"It seemed like a good idea at the time. We all know how Twilight feels about her- I just thought I'd get them talking to each-other about it." Fluttershy explained, eyes closed and almost humping the massage table while Aloe gently worked her back. The spa mare panted as hard as her customer, face flushed and tail flagged while Lotus just seemed resigned, returning to Rarity's own massage.

"W-w-well it'd b-b-be about time, d-d-darling!" Rarity managed, even while staring wide-eyed at Fluttershy- and the very large member pressing into the table beneath her, "W-w-wait! That must have b-b-been why Spike came o-o-over yesterday afternoon!" Lotus moved to the more gentle portion of Rarity's massage, letting her speak normally again, "I had wondered why the poor dear was soaking wet and covered in suds."

"Snrk. Oh, I shouldn't laugh. Poor Spike. But I guess he did read it before he sent it and then did it anyway." Fluttershy grinned, and Rarity tittered along with her for a comeuppance well deserved. Silence followed as the spa ponies continued their work; comfortable at first, it quickly turned awkward- Aloe was obviously starting to focus on places more risque, eyes beginning to glaze over with lust. Rarity was having a hard time keeping her uncovered eyes off of Fluttershy's erection- until Fluttershy turned to look at her, and Rarity found herself trapped in the bat's predatory gaze, feeling as if she were a mosquito- no an elegant moth, fluttering about a lantern, caught in its gaze as it prepared to strike.

"Eh-HEM!" Lotus coughed, breaking the tableau, "I vill prepare ze mud bath. You may come along when you are ready." She flounced out of the room.

"...What was that about?" Rarity wondered, staring after her for a moment.

"I am so sorry, Miz Rarity, Miz Fluttershy." Aloe apologized, reluctantly taking her hooves off of Fluttershy's rump, "I cannot- that is to say-"

"No, I'm sorry, Aloe, if it wasn't for me, this wouldn't-" Fluttershy cut in.

"No no, Miss Fluttershy, it iz my fault. I- I am obsessed with the penis." Aloe admitted, rendering Fluttershy speechless, and Rarity stunned. "You are not ze first pony I have... become enchanted by. I do not normally help stallions in ze spa. Once they get the erection, I... I can hardly resist propositioning them. I know ve pretend to not listen, but I know well you are affecting me, Miz Fluttershy. But, it is not something I would not have done anyway."

"And... what are you going to do, Aloe?" Fluttershy asked, her voice kind.

"I am going to ask you... may I suck your cock, Miz Fluttershy?" Aloe sat on the floor as she pleaded, mane disheveled, hips twitching with arousal, soulful eyes staring up at her client, begging her to say yes. In response, Fluttershy twisted about on the bench, finally lying on her back, red rocket pointed past her barrel and twitching in the warm air of the spa.

"You only have to ask. Or don't." Fluttershy winked at Aloe, gaining a smile from the pink mare... though her eyes were glued to Fluttershy's dick, following it as it bobbed.

"Should I go see if Lotus is alright?" Rarity asked, drawing both their attentions and flinching back a bit at their surprise.

"Psh!" Aloe rolled her eyes, "Ze hypocrite will make sure you aren't following and then go touch herself thinking about it. You can leave if you want, of course, but I don't mind an audience. Zere is an empty oil bottle just the right size over there, Miz Rarity." Aloe indicated the tray next to Rarity's massage table, the unicorn's eyes flicking over to the bottle and back, licking her lips at what Aloe meant by 'the right size,' but returned her gaze to the show for the moment.

"Are you ready? I have been told I am very good." Aloe asked, leaning the table a bit to give herself a better angle for providing her special service, wiggling her rump into place next to the bench.

"I, um, haven't gotten one of these yet, so be gentle with me?" Fluttershy requested, smiling a little awkwardly.

"Darling," Aloe started, eyes mischievous, "I am going to ruin you for other mares."

Contrary to Fluttershy's expectations- and her sudden tenseness- Aloe did not immediately swallow her shaft to the root. Instead, the pink (but not Pink) pony leaned down and simply nuzzled her hanging balls, pressing her nose into the junction between twig and berries and taking a long, gentle sniff. Like she was sampling the bouquet of a particularly fine wine, Rarity noted. But Rarity had never seen a mare's hips shiver like that, tail flagging, at a wine tasting. Nor had any wine caused a mare's eyes to become distant and glassy.

"I can understand why ze Princess reacted as she did, Miz Fluttershy." Aloe finally said, looking up into Fluttershy's eyes with a dazed smile, "Indeed, your aroma is... how would you say... compelling?" A lick of her lips, "Indeed."

"...Thank you?" Fluttershy tried, smiling tremulously at her masseur, shaft twitching not an inch from Aloe's face, throbbing and jumping with each panting breath that washed over it. Her tongue darted out, just barely tickling the bottom before retracting, giggling as it twitched harder, throbbing as pre-cum oozed from the tip and rolled down. Aloe set the tip of her tongue against the shaft, her hoof holding it steady as it tried to twitch away, catching the running pre with just the tip, and then pressing the whole wet muscle to Fluttershy's shaft, dragging it up slowly, teasingly, before flicking off the pointed tip and drawing the delicious substance into her maw.

"Hmmmmmm." Aloe moaned, her cheeks puffing as she rolled her tongue about in her mouth, trying to spread the flavor to every cranny before finally swallowing. "A most... fitting flavor, Miss Fluttershy. Sweet and savory yet not without ze deliciously musky flavor of ze real thing- truly, I would recommend zis flavoring to all of my friends." Aloe panted, hot breath washing over her meaty customer more rapidly... not that Fluttershy's breathing was any better, "I apologize, but zis, zis flavor, zis smell... zey are affecting me mooch more zan I expected. I must suck zis cock. I must taste zis cum. You must fill me with it, Miss Fluttershy."

"I'll give you my cum when you earn it." Fluttershy growled, her predator's gaze locking onto Aloe's eyes as she came back to herself briefly, "Now suck- um." Fluttershy stopped, suddenly growing timid again, as the two finally noticed Rarity standing next to them. The fashionista took a half-step back, a bit startled that she'd startled them. Then stepped forward again and stopped, leaning as far forward on her hooves as possible, like a curious deer, to take a sniff at Fluttershy's sack.

"Gracious." She said, shivering from horn to tail, taking another step closer to bring herself within range of her friend's magnificent tool, giving it another good smell before shaking herself free of its spell. Rarity looked at Fluttershy, then Aloe, almost curiously. "Well, darling? You heard her, what are you waiting for?"

"Ohmygoodness!" Fluttershy could only mumble, covering her muzzle with her hooves, her entire body shaking, shaft twitching, free testicle drawing up to release its load- Fluttershy tore her eyes away, leaning back so she couldn't see Rarity with her mouth almost entirely full of Fluttershy's other ball, the laving tongue and sucking lips pushing her right to the edge immediately. But she forced herself back- there weren't any lips around her cock and Aloe wanted her cum so badly. Fortunately, she quickly took the hint.

"FUCK!" Fluttershy heard- and felt- Rarity gasp at her coarse language, but couldn't be brought to care. Aloe had indeed swallowed her in one go, lips pressing against her sheath, teeth gently rubbing her half-swollen knot, tongue somehow seeking out every point of pleasure, twisting and twining in ways Fluttershy would've thought only a true tentacle could manage. She swallowed around the tip, the back of her tongue somehow managing to twirl around it, and then her mouth was sealed tightly, sucking with force as she pulled back off Fluttershy's rapidly swelling knot, teasing it with her lips while her tongue wrapped around her shaft, almost coiling about it.

"Aloe..." Fluttershy groaned the name of her special massuer, feeling her sack pull up, Rarity moaning around her mouthful in turn. Feeling the throbbing of her shaft, the expanding heat in her mouth, Aloe sucked harder. Fluttershy outright squealed as Aloe's suction changed, pulling itself from her lips all the way up her cheeks and into her throat as far as the tip reached, milking the shaft with her mouth, tongue, and throat for all it had to give. And give it did. Fluttershy clenched her hooves around the sides of the massage table as she was voraciously drained, twitching every time the vibrations of Aloe's own moans reached her spurting member.

Rarity's attention was split. Concentrating on her oral massage of Fluttershy's sizable testicle, while ignoring the little greedy part of her mind that cried out at each throb (that cum should be going down her throat!) as it released its payload into Aloe's greedy, suckling muzzle. Fluttershy's hiss of pleasure, so like the monster she'd once become and now resembled again. Aloe's muffled moans, and the wet noises that accompanied them as she came, untouched, on the floor of the massage room. And, of course, the swamp her own nethers had become, though she wasn't near Aloe's state yet.

The Spa pony continued to gorge long after a normal stallion would be done- Rarity even detected the slightest hint of an overfull stomach when Aloe finally came up to breathe, just a little blue in the face, swallowing desperately through her moans as she pressed her face to Fluttershy's still-drooling cock, her pink face slowly stained white. Even the dregs almost covered her whole face as she panted and squirmed, desperately catching her breath even while she put her tongue under the stream, unable to swallow it but equally incapable of resisting the taste of Fluttershy's sweet spunk.

Rarity let her tasty treat (even her sweat was sweet!) pop from her mouth, reeling in her drool before anypony could notice, coughing a bit to clear her throat- and consequently attracting Fluttershy's satisfied but still desirous (even possessive?) gaze.

"Aloe, when you've caught your breath, could you please lower the table and prepare me again? I do believe Rarity is feeling left out. Come here, Rarity." Aloe obeyed, the table dropping almost to the floor, and leaned down to lick at Fluttershy's balls, still panting for breath.

Rarity shakily stepped forward, unable to control herself. Fluttershy reached out, pulling her closer, pulling one leg over the table, then the other, setting her to straddling the pony lying on it, face to face. Instead of the immediate ravaging she expected (and did not desire at all- or so she told herself still) Fluttershy's hooves pulled her down gently, meeting her with a smooth, loving kiss- neither entirely chaste nor wholly lewd. Rarity almost moaned anyways, the almost romantic gesture striking her like lightning. By the time Fluttershy pulled back, Rarity was breathing heavily herself, despite the almost innocently romantic gesture.

Fluttershy's terribly satisfied smirk was incredibly uncharacteristic- but also undeniably attractive, and when Rarity returned to some of her senses, she growled at her best friend's cheek, darting forward to kiss her back forcefully. Her tongue dove into Fluttershy's mouth, instigating a lewd liplock... only to be instantly outmatched. Fluttershy's tongue was strong and impossibly long, the forked tip taking hold of hers in an instant, wrapping about it and slithering back into Rarity's mouth, sliding and coiling about every inch, thoroughly and rapidly checking Rarity's entire oral cavity while continuing to slither about Rarity's own, forcing it to do much the same, if less thoroughly. Rarity had never been kissed like that- she felt her nethers quiver, entirely ready to repeat Aloe's feat of hooves-free orgasm- probably all over said pony's face.

But Fluttershy's tongue retreated in an instant- Rarity swore she could hear it snap like a mechanical measuring tape, even- and she was left quivering, unsatisfied. Her whine of dismay came late, so unexpected was the withdrawal, and she turned her best watery-eyed expression on her friend. But Fluttershy simply smirked back, lifting a hoof and motioning that she should turn around. Rarity could only lick her lips for a moment, staring at Fluttershy's in lusty fascination and wonderment at what that sinful tongue could do to her. Said tongue slipped out, sliding over Fluttershy's own lips before extending further, curling back in a gesture of beckoning.

Shuddering, Rarity did as she was bid, lifting herself one leg at a time to turn about on the table, until her plot was raised over her friend's face and her own face was looking right at Aloe's continued cum-daze. The spa pony looked up, meeting her eyes, though hers were glazed almost as much as her face, never ceasing her slow tongue-bath of Fluttershy's magnificent, if unusual, shaft. Her tongue made a 'come-hither' motion of its own, and Rarity shakily complied, leaning forward even as she lowered her rump, allowing Aloe to meet her in a kiss.

Rarity wasn't sure which had triggered her moan- Aloe's lips sharing Fluttershy's rich issue or Fluttershy's long muscle finally slithering over her pussy. Slithering, a word Rarity had never thought she would associate with her own sex. Realistically, anyhow. Fluttershy's tongue slithered over her winking twat, lapping up her nectar in one long, sinuous glide before pulling away, followed by a lip-smacking noise and a satisfied sigh. Rarity's groan became a moan as Aloe released her lips, freeing her voice. Rarity moaned again, her body on the edge of orgasm, as Fluttershy licked back down the other way, taking more of her nectar and flicking her extended clit with the tip on her way by. Aloe, cleaning Fluttershy's heavy, refilling balls now, nuzzled her knot, pressing the tip right onto Rarity's tongue, her lips wrapping around it without prompting, suckling automatically like a foal at her mother's teat.

"Ooooh." Fluttershy's coo became a chuckle, and she wrapped her hooves around Rarity's rump, "Rarity~"

"Fluherhy~" Rarity tried to moan her friend's name back as she pushed on the bench, trying to force herself back further to ride Fluttershy's face- only to be stopped by the same pony's hooves, instead pressing her... down?

"Fluttershy!" Rarity gasped, releasing her salty pacifier as her best friend laid a kiss on her ass, just below her ponut, "Darling, that's di-hihiiiii!"

Fluttershy chuckled around her mouthful at Rarity's squeal, running her tongue across her pearlescent anus again, forcing a half-inch in before drawing it back out, pulling another squeal from her meal. She could hear Rarity panting, babbling a little as she tried to muster an argument with little success- well, it wouldn't do to let her.

"Ohmygoodness!" Rarity squeaked as Fluttershy pressed her tongue into her anus- not stopping this time, but sliding a few inches in- it couldn't have been much, but to Rarity it felt like a few hooves worth. Then she pressed in again, slowly, inch after inch filling Rarity's virgin ass, slipping and sliding around, pressing against nerves Rarity had not known she had. Her neglected pussy twitched and winked as pleasures unknown filled Rarity's other passage, and she let out a low whine accompanied by words she couldn't control. "Ohmygoodness! Ohmygoodness! Ohmygoodness!"

Rarity's receptive body, worked up by Fluttershy's wiles, approached its peak. Rarity's disbelief barely registered through her shock and arousal as Fluttershy voraciously ate her ass, tongue plumbing her depths while her lips stroked and kneaded her pristine ponut. Untouched, her pussy winked furiously, shuddering as its owner writhed in anal pleasure- and then convulsed as she came, squirting Rarity's love nectar onto Fluttershy's body, all the way to Aloe's face. Fluttershy grinned as she felt Rarity's muscles grasp and pull at her tongue, and she forced it to writhe about, twisting and turning, stimulating every inch of Rarity's back passage while the unicorn twitched and shook atop her, mouth open in a soundless scream.

Aloe, still worshipping Fluttershy's balls, kept sucking even as Rarity's feminine musk and obvious unexpected orgasm sent her into another of her own, squirting on the floor as she moaned around her chosen deities. Lotus, in the hallway, just came around her own hoof ("Like a normal pony!")

Rarity twitched one final time as Fluttershy pulled her tongue out of her formerly-virgin orifice, and then collapsed bonelessly on her friend, giggling, her mind clearly out to lunch.

~~~

Rarity awoke, blinking blearily and yawning, stretching in her seaweed wrap and thrilling in a bit of guilty pleasure at the constriction and the squishiness of the mud. But as her gaze cleared, concern dominated her thoughts- Fluttershy was not crying ("Did she even add in tear ducts?" Rarity wondered.) but she knew her friend well enough to know she wanted to with only a single glance at her downcast face.

"D-Darling," Rarity started around another yawn, shifting her rump- why did it feel so tingly?- and sliding towards Fluttershy, "Whatever is the matter?"

The way Fluttershy cringed, closing into herself, made Rarity wince- the poor dear had such low self-esteem, what did she think she had done this time? Rarity shifted her tingly rump again, then froze, her muzzle flushing terribly red as she remembered exactly what Fluttershy had done and how very well she had done it.

"Oh, right. That. Well, don't be concerned, Darling, I know you aren't in full control of your faculties, and-" Rarity turned her eyes aside, blushing more, "I can't say I mind terribly."

"It's not that." Fluttershy whispered.

"It's not what?" Rarity returned, sidling up to her friend in the mudbath, leaning over to listen to her quiet, demure voice. "Whatever it is can't be that bad."

"It's... I'm..." Fluttershy heaved a breath, squeezing her eyes shut, "I've taken advantage of you, and Rainbow, and Twilight, and I just, I know none of you have minded, even if that's the smell speaking, but I just keep pushing and I don't know if I can stop, but the worst thing- the worst thing is-" Fluttershy stuttered, "The worst thing is that I'm not doing anything I never wanted to do, and I'm just such a terribly perverted pony and I can't even feel bad about it!"

Rarity blinked, a bit taken aback at the semi-incoherent rush of words. It took her a moment to parse them, to sort out the meaning. But when she did-

"Fff-" Rarity tried to hold it in, she really did, "Fffhahhah." But the chuckle would not be stopped, only increasing when Fluttershy opened her eyes, meeting her friend with a look both bewildered and a little betrayed. "I'm sorry Darling, it's just- huhuh- you act like you're the only pony with wicked fantasies."

Fluttershy leaned back a bit as Rarity leaned into her personal space with a naughty grin, scooching so their flanks were pressed tight together.

"When you were having your modeling career- and we were having our farcical conversations- did you know that more than once I wanted to get up on that stage and give you a good spanking? Right in front of the audience. Just turn your flank red. Then push it off the stage and sit on your face while you apologized to all the stallions in the audience for being such a tease with your cunt?"

"Mmf." Fluttershy said, now blushing right along with Rarity. Who glanced to the side, smirking as the beast peeked out from the mud. Rarity deftly dodged as Fluttershy's leathery wings sprung out, fluffy ears twitching.

"It is wonderful, amazingly wonderful to see you being honest with yourself and others, Fluttershy." Rarity cooed, voice softening, "Don't second-guess yourself on our account. Just be yourself. Offer yourself, if you see fit, and we'll be right there beside you. If you stumble, we'll catch you, Darling, have no fear of that."

Fluttershy looked down, still blushing, her tremulous eyes and smile appearing slowly as she raised them to Rarity's own more assured expression.

"So, what do you want to do now, Fluttershy? Tell me." Rarity almost demanded, leaning into Fluttershy's personal space again, though this time the shy batpony pressed herself in instead of shying away.

"I want you to sit your ass on my cock and bounce until you knot yourself." Fluttershy almost growled into her ear.

"Oh my." Rarity blushed, "You do seem to enjoy that, don't you?"

"Oh, um, too much? If you don't want me to I'll-" Fluttershy was silenced by a slightly muddy hoof to her muzzle, making her eyes cross to look at the splotch.

"I didn't say I minded, Darling. I haven't, er, done anything like that before, but after your work... I think I'd be open to trying it." Rarity blushed, but slid over into Fluttershy's lap, pressing their muddy bodies together and rubbing her rump and tail across Fluttershy's throbbing shaft, making the fake thestral hiss at the stimulation. "Then- then we can go back to my home and... well, I've thought about it, and the benefits of eternal youth and beauty, well." Her blush intensified, if for a different reason, now looking down shyly herself.

"Rarity." Fluttershy said, softly, bringing her best friend's eyes up to hers, looking expectant- and Fluttershy blew her expectations out of the water, their lips meeting gently, sweetly, as Fluttershy kissed her. It was over in a moment, barely more than a peck, but it left Rarity reeling. "Thank you."

"It's... think nothing of it, Darling." Rarity stammered, "The benefits are obvious, as I said, and-" Fluttershy shut her up with another kiss, deeper this time, her long, sensual tongue meeting Rarity's and forcing it to her will with ease. The unicorn groaned as she was taken, grinding her seaweed-covered pussy against Fluttershy's knot, then further up the shaft, only to be forced back down by Fluttershy's hooves on her flank. With a sigh of pleasure, the thestral broke the kiss, looking into Rarity's dazed eyes.

"Not here. Not now. I'm... concerned about what happened with Dash. Until Twilight tells me it's safe, I should be careful." Rarity groaned in frustration, pressing her forehead to Fluttershy's, a unicorn's kiss if she'd had a horn. "I know, Rarity. Just wait until we're done at the spa and I'll meet you with the other me." Rarity moaned as a hoof pressed into her flank, squeezing it roughly, "I'll bring my peaches, and give your pony butt its first and last reaming as you join me."

"Such a cruel mistress." Rarity teased. Only Fluttershy's fanged grin gave her warning, and that not enough, before she was flipped around, standing in the mud bath with her rump pointed back towards her friend, her yelp of surprise starting almost as the motion actually ended.

"Well, sometimes you have to be cruel to be kind... but not this time." A hoof pulled at the seaweed wraps, pressing them hard against the folds of her pussy, wringing a moan out of her, followed by a gasp as that wonderful tongue slipped through the gap Fluttershy had created and filled her bottom again.

"S-so dirty, Darling! Hnng!" Rarity groaned as the tongue slipped back out, her ponut clenching greedily at the loss.

"It's all fertilizer to me." Fluttershy explained, then dived in again, pulling another musical moan from Rarity's throat, chuckling as she wrapped her lips around Rarity's hole and gave it a light suckle before really going to town.

She was really glad the Couples' Mud Bath was well soundproofed.

~~~

"What'cha doin?"

"Oh, um, oh, that is-" Fluttershy stuttered, glancing at Rarity's glazed expression as the seed writhed inside her ass, driving her towards her own front yard, then back to Sweetie Belle, having just returned from school. With a deep breath, she opened her mouth to tell Sweetie Belle... that she'd tell her when she was older, (though hopefully not.)

"Oh, wait, I know that smell. Sex stuff. It's the same smell as after one of mom and dad's parties where all the other married couples come over. You really should take a shower before coming outside like that, y'know." Sweetie Belle gave her a judging look, ignoring Fluttershy's shocked gape. Rarity ignored them both, pacing over to a spot just in front of her boutique and sitting herself to the ground, moaning aloud as she took root. Sweetie Belle watched, blinking, as the wood sprouted through her, filled her as it rose to the sky. Fluttershy wasn't sure just what to say to explain she was turning Rarity into a tree, and let her indecision decide for her, remaining silent. As the pearlescent bark grew bright and the gorgeous purple blossoms spread among her branches, Sweetie raised an eyebrow, barely waiting for the baby-to-cornflower-blue cherries to sprout before she spoke.

"Kin-ky."

Author's Note

Sorry this took so long. I just couldn't grok that last conversation (Rarity and Flutters that is- the bit with Sweetie was just inspired madness.)

Next chapter: There's something strange in the West Orchard... and AJ is pretty sure she knows who it is.